Exhibit 10.1


 


LOUISIANA-PACIFIC CORPORATION


2004 EXECUTIVE DEFERRED COMPENSATION PLAN


 


Amended and Restated Effective January 1,
2005


 


This 2004 Executive Deferred Compensation Plan (the “Plan”)
was adopted by Louisiana-Pacific Corporation, a
Delaware corporation (“Corporation”), effective as of August 16, 2004 (the
“Effective Date”) and is amended and restated as set forth in this document
effective as of January 1, 2005. 
Capitalized terms not otherwise defined in the Plan have the meanings
set forth in Section 16.


 


1.             PURPOSE OF PLAN


 


The continued growth and success of Corporation are
dependent upon its ability to attract and retain the services of executives and
key employees of the highest competence and to provide incentives for their
effective service and superior performance. 
The purpose of the Plan is to advance the interests of Corporation and
its shareholders through a deferred compensation program that will attract and
retain executives and key employees.


 


2.             NATURE OF PLAN


 


This Plan is intended to be and will be administered
by Corporation as an income tax nonqualified, unfunded plan primarily for the
purpose of providing deferred compensation for a “select group of management or
highly compensated employees” within the meaning of Sections 201(2),
301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of
1974, as amended.


 


3.             SPONSORING EMPLOYERS


 


The sponsoring employers (“Employers”) of the Plan are
Corporation and any subsidiary or affiliate of Corporation that is an employer
of a Participant for income tax purposes.


 


4.             ELIGIBILITY AND PARTICIPATION


 


4.1           General.  All employees of Corporation or any
subsidiary or affiliate of Corporation who are (a) within Levels 1 or 2 of the
Louisiana-Pacific Corporation Management Incentive Plan (“MIP 1 or MIP 2 level
employees”) on the Effective Date and (b) participants in the Qualified Plans
will automatically be participants in the Plan (“Participants”).  For all purposes of this Plan, Corporation’s
Chief Executive Officer will be considered an MIP 1 level employee.  An employee who first becomes an MIP 1 or MIP
2 level employee after the Effective Date will become a Participant as of the
later of the date the employee attains that MIP level or the date he or she
becomes a participant in the Qualified Plans.


 


4.2           Cessation
of Participation.  If a Participant
ceases to be an MIP 1 or MIP 2 level employee or ceases to be a participant in
the Qualified Plans:


 


4.2.1        Participant
Deferral Contributions and Employer Match Contributions.  His or her participation in the Plan will
then cease and no further Participant Deferral


 


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Contributions as described in Section 5 or
Employer Match Contributions as described in Section 6.3 will be made or
credited for such former Participant with respect to services performed after
the date of such cessation; and


 


4.2.2        Qualified
Plan Credits.  Such former
Participant will be entitled to a Qualified Plan Supplemental Credit and a
Qualified Plan Makeup Credit, if any, to the extent provided for in
Sections 6.1 and 6.2.


 


5.             PARTICIPANT CONTRIBUTIONS


 


Participants may, but are not required to, make
voluntary Participant Deferral Contributions as described in Section 5.1.


 


5.1           Participant
Deferral Contributions.


 


5.1.1        Base
Compensation.  Subject to the special
rules and limitations set forth in Sections 5.2, 5.3, and 5.4, a
Participant may, by delivery to Corporation of a written Participant Deferral
Election (in such form and at such time as may be prescribed by or at the
direction of the Committee) not later than the day preceding the first day of a
Deferral Period, elect to defer a specified portion of the Participant’s Base
Compensation earned for services performed in Pay Periods beginning in such
Deferral Period (even if all or a portion of the Base Compensation will be paid
in a subsequent Deferral Period).


 


EXAMPLE:  A Participant Deferral Election to defer a
specified portion of a Participant’s Base Compensation earned for services
performed during Pay Periods beginning in 2006 must be delivered to Corporation
no later than December 31, 2005 (or such earlier date as specified by the
Committee).


 


5.1.2        Annual
Bonus.  Subject to the special rules
and limitations set forth in Sections 5.2, 5.3, and 5.4, a Participant
may, by delivery to Corporation of a written Participant Deferral Election (in
such form and at such time as may be prescribed by or at the direction of the
Committee) not later than June 30 of an annual Deferral Period, elect to
defer a specified portion of the Participant’s Annual Bonus earned for services
performed during such Deferral Period (even if all or a portion of the Annual
Bonus will be paid in a subsequent Deferral Period).


 


EXAMPLE:  A Participant Deferral Election to defer a
specified portion of a Participant’s Annual Bonus for 2006 that will be
payable, if at all, in the first quarter of 2007, must be delivered to
Corporation no later than June 30, 2006 (or such earlier date as specified
by the Committee).


 


However, in the event the Committee determines that the Annual Bonus
does not meet the requirements for “performance-based compensation” within the
meaning of IRC § 409A(a)(4)(B)(iii), a Participant’s Deferral
Election to defer a specified portion of the Participant’s Annual Bonus earned
for services performed during a Deferral Period must be made not later than the
day preceding the first day of the Deferral Period (or such earlier date as
specified by the Committee).


 


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5.1.3        Changes
to Deferral Elections.  A Participant’s
Participant Deferral Election for a Deferral Period may not be amended or
revoked after (a) for deferrals of Base Compensation under Section 5.1.1
or deferrals of Annual Bonus under Section 5.1.2 where the Committee has
determined that the Annual Bonus does not meet the requirements of
performance-based compensation, the commencement of that Deferral Period, or
(b) for all other deferrals of Annual Bonus under Section 5.1.2, July 1
of the annual Deferral Period, (except as expressly provided in Section 10.3.5
with respect to changes to the Participant’s Form of Benefit Election included
in the Participant Deferral Election).


 


5.1.4        Credit
to Deferral Contribution Accounts. 
The portion of a Participant’s Base Compensation or Annual Bonus that
the Participant elects to defer will be credited to his or her Participant
Deferral Contribution Account described in Section 7.1.1 as a Participant
Deferral Contribution on the same day or days as each corresponding
non-deferred portion of the Participant’s Base Compensation or Annual Bonus is
actually payable to the Participant.


 


5.1.5        Form
of Benefit Election.  Each
Participant Deferral Election for a Deferral Period will also include a Form of
Benefit Election, as described in Section 10.3, with respect to
Participant Deferral Contributions and Employer Contributions, and Earnings
attributable to those contributions, for the Deferral Period.


 


5.2           Deferral
Contributions for 2004 Deferral Period. 
Notwithstanding Section 5.1, a person who becomes a Participant on
the Effective Date may, by written Participant Deferral Election delivered to
Corporation not later than September 15, 2004, elect to defer a
specified portion of the Participant’s Base Compensation earned for services
performed by the Participant during Pay Periods beginning in the period from October 1, 2004,
through December 31, 2004, and/or a specified portion of the
Participant’s Annual Bonus for 2004 (that will be payable, if at all, in the
first calendar quarter of 2005).


 


5.3           New
Participants.  A person who first
becomes a Participant after the Effective Date and during a Deferral Period,
may make an Participant Deferral Election with respect to Base Compensation
earned by the Participant for services performed by the Participant during Pay
Periods beginning in the portion of the initial Deferral Period after the date
of the Participant Deferral Election and/or a specified portion of the
Participant’s Annual Bonus for such initial Deferral Period only if the new
Participant makes the Participant Deferral Election within 30 days after he or
she first becomes a Participant.


 


5.4           Limitation
on Participant Deferral Elections.  A
Participant may elect to defer up to 90% of the Participant’s Base Compensation
and/or up to 90% of the Participant’s Annual Bonus.  The specified portion of Base Salary or
Annual Bonus to be deferred must be stated as a percentage.


 


5.5           Changes
in Election Procedure.  The Committee
may, from time to time, adopt or modify rules and restrictions governing
Participant Deferral Elections and minimum or maximum deferral amounts.


 


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6.             EMPLOYER CONTRIBUTIONS


 


Corporation will credit Participants with Employer
Contributions as described in this Section 6.


 


6.1           Qualified
Plan Supplemental Credit.  Each
Participant who remains a Participant on the last day of a Qualified Plan Year
and whose Total Compensation for such Qualified Plan Year exceeds the
Applicable Compensation Limit for such Qualified Plan Year will be credited
with a Qualified Plan Supplemental Credit Employer Contribution, determined and
credited to the Participant’s QPSC Account as soon as practicable after the
last day of such Qualified Plan Year, in an amount equal to the additional
amount which would have been contributed or credited for such Qualified Plan
Year to the Qualified Plans for the Participant if the amount by which the
Participant’s Total Compensation exceeds the Applicable Compensation Limit had
been included as Qualified Plan Compensation for such Qualified Plan Year.


 


6.2           Qualified
Plan Makeup Credit.  Each Participant
who remains employed by an Employer (whether or not such employee remains a
Participant) on the last day of a Qualified Plan Year will be credited with a
Qualified Plan Makeup Credit Employer Contribution, determined and credited to
the Participant’s QPMC Account as soon as practicable after the last day of
such Qualified Plan Year, in an amount equal to the positive difference, if
any, between (a) the amount which would have been contributed or credited for
such Qualified Plan Year to the Qualified Plans for the Participant if no
Annual Deferral Contribution had been made for the Participant under this Plan
for such Qualified Plan Year and (b) the amounts actually contributed or
credited to the Qualified Plans for the Participant for such Qualified Plan
Year.


 


6.3           Employer
Matching Contribution.  Each
Participant Deferral Contribution by a Participant will be matched by an
Employer Matching Contribution in an amount equal to 3.5% of such Participant
Deferral Contribution.   Such Employer
Matching Contributions will be credited to a Participant’s Employer Match
Account as of the same day or days that each corresponding Participant Deferral
Contribution is credited to his or her Participant Deferral Contribution
Account pursuant to Section 5.1.


 


6.4           Limitation
on Payment of Employer Contributions. 
Notwithstanding any other provision of this Section 6, no Employer
Contributions credited to any Participant for any Deferral Period, including
Earnings credited with respect to such Employer Contributions, will be payable
to the Participant if such Participant accrues a benefit under any supplemental
executive retirement plan or agreement maintained by any Employer (a “SERP
Arrangement”) for such Deferral Period, except to the extent that under the
terms of such SERP Arrangement there is an offset for Employer Contributions
and Earnings credited to the Participant under this Plan.


 


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7.             DEFERRAL ACCOUNTS


 


7.1           Deferral
Accounts and Subaccounts.


 


7.1.1        Participant
Deferral Account.  All Participant
Deferral Contributions made by a Participant and all Earnings attributable to
such Participant Deferral Contributions under the Plan will be credited to a
separate bookkeeping account maintained by Corporation in the name of the
Participant (a “Participant Deferral Contribution Account”).


 


7.1.2        Employer
Contribution Accounts.  Employer
Contributions will be credited as follows:


 


(a)           All
Qualified Plan Supplemental Credit Employer Contributions, Qualified Plan
Makeup Credit Employer Contributions, and Employer Matching Contributions for a
Participant and all Earnings attributable to such Employer Contributions will
be credited (as of the dates specified in Section 6) to separate
bookkeeping accounts maintained by Corporation in the name of the Participant
(a “QPSC Account,” a “QPMC Account,” and an “Employer Match Account”).


 


(b)           The
QPSC, QPMC, and Employer Match Accounts maintained for each Participant will be
referred to collectively as the Participant’s Employer Contribution Accounts.


 


7.1.3        Deferral
Account.  Except where the context
specifically refers to either a Participant’s Participant Deferral Contribution
Account or Employer Contribution Accounts, references in this Plan to a
Participant’s “Deferral Account” mean both the Participant Deferral
Contribution Account and the Employer Contribution Accounts.


 


7.1.4        Subaccounts.  Each Participant’s Deferral Account will have
separate subaccounts (“Subaccounts”) as described in this Section.


 


(a)           Annual
Subaccount.  Each Participant will
have an Annual Subaccount for each Deferral Period designated for the calendar
year corresponding to the Deferral Period (e.g., a 2004 Subaccount, a 2005
Subaccount, etc.) maintained to reflect (i) the Participant Deferral
Contributions and Employer Matching Contributions made or credited to the
Participant’s Deferral Account for such Deferral Period and the Qualified Plan
Supplemental Credit and Qualified Plan Makeup Credit Employer Contributions, if
any, credited to the Participant’s Deferral Account that relate to the
Qualified Plan Year that corresponds to the Deferral Period, and (ii) Earnings
attributable to such contributions.


 


(b)           Investment
Subaccounts.  Each Annual Subaccount
will be further divided into Subaccounts to reflect the Investment Funds
designated by the Participant as provided in Section 7.2.3.


 


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7.1.5        Nature
of Accounts and Subaccounts.  Deferral
Accounts and Subaccounts are record-keeping devices utilized for the sole
purpose of determining the benefits payable under the Plan and will not
constitute a separate fund of assets.


 


7.2           Additional
Amounts Credited as Growth Factor.


 


7.2.1        General.  Each Deferral Account will accrue an
additional amount as described in Section 7.2.2 referred to as “Growth
Factor” from the date Participant Deferral Contributions and/or Employer
Contributions are credited to a Deferral Account until the date of final payment
of the entire balance of a Deferral Account.


 


7.2.2        Growth
Factor.  For any Measurement Period,
the Growth Factor will be the amount of investment income or loss (including
unrealized appreciation or depreciation) that would have been realized had an
amount equal to the total balance in the Deferral Account as of the first date
of the Measurement Period been invested in the Investment Fund or Funds
described in Section 7.2.3 specified for that Measurement Period by the
Participant.


 


7.2.3        Investment
Funds.  For purposes of determining
Growth Factor, a Participant may specify one or a combination of Investment
Funds designated from time to time by, or at the direction of, the
Committee.  The Investment Funds will be
selected and may be changed from time to time by the Committee; provided
however that the Committee will limit the selected Investment Funds to the
extent it determines to be necessary to meet requirements of applicable law and
Treasury Regulations that investment options under the Plan be “comparable” to
the investment options which a Participant may elect under the Qualified
Plans.  Pursuant to forms and procedures
to be designated by or at the direction of the Committee (including such
limitations with respect to the timing and frequency of modifications as the
Committee may determine to be appropriate), a Participant may modify his or her
designation of Investment Funds from time to time.  A Participant may:


 


(a)           Specify
what percentage of future Participant Deferral Contributions and Employer
Contributions are to be deemed to be invested in particular Investment Funds;
and/or


 


(b)           Provide
for reallocation of amounts from one Investment Fund to one or more other
Investment Funds.


 


7.2.4        Subaccounts.  All amounts in a Deferral Account deemed invested
in a particular Investment Fund will be treated as held in a separate
Investment Subaccount as described in Section 7.1.4(b) corresponding to
that Investment Fund.


 


7.2.5        No
Beneficial Interest.  Investment
Funds are solely for the purpose of computing the amount of Growth Factor to be
credited to or charged against a Deferral Account for any Measurement
Period.  The Employers may, but will have
no obligation to, actually maintain investments corresponding to the Investment
Funds.  In the event the Employers
(directly or indirectly through a trust as described in Section 8.2) make
actual investments corresponding to Investment Funds, no Participant or
Beneficiary will


 


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have any rights or beneficial interest in such actual
investments other than their rights as unsecured creditors of the Employers
with respect to benefits under the Plan.


 


7.3           Withholding.  Any withholding of taxes or other amounts
with respect to Employer Contributions or the accrual of Growth Factor under
the Plan that is required by federal, state, or local law will be withheld from
the Participant’s Base Compensation or otherwise paid by the Participant.


 


7.4           Determination
of Deferral Accounts and Subaccounts. 
Each Participant’s Deferral Account and Subaccounts as of the last day
of each Measurement Period will consist of the balance of the Deferral Account
and Subaccounts as of the first day of the Measurement Period, adjusted as
follows:


 


7.4.1        Participant
Deferral Contributions.  Participant
Deferral Contributions will be credited as provided in Section 5.1 on the
same dates as the corresponding non-deferred compensation is actually payable
under the Employer’s normal payroll practices.


 


7.4.2        Employer
Contributions.  Employer Contributions
will be credited as of the dates specified in Section 6 for each type of
Employer Contribution;


 


7.4.3        Growth
Factor.  Growth Factor will be
credited (or charged) to reflect an amount equivalent to the investment returns
(or loss) that would have been realized during the Measurement Period had the
balance in each Subaccount as of the first day of the Measurement Period been
invested in the actual investments corresponding to the Investment Fund for the
Subaccount during such Measurement Period;


 


7.4.4        Distributions.  Distributions of Plan benefits to a
Participant or Beneficiary during the Measurement Period will be charged on a
pro rata basis to reduce each Subaccount as of the date of such distribution;
and


 


7.4.5        Other
Adjustments.  The Committee may
direct such other adjustments (increases or decreases) as the Committee may
determine are necessary and appropriate, including but not limited to a
reduction caused by the Employer’s payment of the Participant’s share of any
payroll taxes attributable to Earnings.


 


7.5           Valuation
Dates for Distributions.  For
purposes of this Section 7, and for purposes of determining the
Measurement Period for any period in which a distribution is made to a
Participant or a Beneficiary, the date of such distribution will be a special
Valuation Date (and will thus constitute the end of that Measurement Period).


 


8.             SOURCE OF BENEFITS


 


8.1           Unfunded
Plan. 
This Plan and the benefits payable pursuant to the Plan are unfunded and
will be payable only from the general assets of the Employers.  The Employers do not represent that a
specific portion of their assets will be used to provide the benefits under the
Plan.  Participants or Beneficiaries will
not have any ownership or beneficial interest in any assets of any Employer.  Nothing in this Plan will be deemed to create
a trust of any kind or create any fiduciary relationship.  To the extent that any person acquires a
right to receive


 


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payments from any
Employer under this Plan, such rights will be no greater than the rights of any
unsecured general creditor of such Employer.


 


8.2           Trust.  Notwithstanding the foregoing, the Employers
may (but are not required to) deposit moneys under any trust established by
Corporation (a “Trust”) for the sole purpose of paying benefits under the Plan
from those funds and the income on those funds, unless such Trust assets are
required to satisfy the obligations of the Employers to their general
creditors.  Such Trust must meet the
requirements of a so-called “Rabbi Trust” under Revenue Procedure 92-64, 1992-2
CB 422.


 


9.             VESTING AND FORFEITURE


 


9.1           Participant
Deferral Accounts.  Each Participant
is always fully Vested in his or her Participant Deferral Account.


 


9.2           Employer
Contribution Accounts.  A Participant
will become fully Vested in his or her Employer Contribution Accounts (the QPSC
Account, the QPMC Account, and the Employer Match Account) upon attaining
Retirement Age or upon the Participant’s death, Disability, or termination of
employment with an Employer for any reason within 24 months following a Change
in Control. A Participant who terminates employment with an Employer prior to
attaining Retirement Age for any other reason will become Vested in such
Employer Contributions Accounts as follows:


 


9.2.1        QPSC
Account and QPMC Account.  A
Participant’s QPSC Account and QPMC Account will become Vested at the same rate
and manner as they would have otherwise vested under the underlying Qualified
Plans had the Employer Contributions to such Accounts had been made to the
Qualified Plans.


 


9.2.2        Employer
Match Account.  A Participant’s
Employer Match Account will become fully Vested upon completion of two Years of
Service.


 


9.3           Forfeitures.  A Participant who terminates employment with
an Employer will forfeit that percentage of his or her Employer Contribution
Accounts (and each Subaccount) that has not become Vested as of the date of
such termination.  Amounts forfeited will
revert to the Employers to be used as the Employers determine in their sole
discretion.  No Participant or
Beneficiary will have any interest in or claim against any forfeited amounts.


 


10.           PLAN BENEFITS


 


10.1         During
Employment.  Except as expressly
provided in Section 10.1.1 with respect to an unforeseeable emergency and
in Section 10.1.2 with respect to In-Service Distributions, no portion of
a Participant’s Deferral Account may be distributed to or for the benefit of
the Participant before the Participant’s separation of service from an
Employer.


 


10.1.1      Unforeseeable
Emergencies.  The Vested portion of a
Participant’s Deferral Account may be distributed to the Participant before
termination of employment in connection with an unforeseeable emergency (as
defined below).  Upon a finding that a
Participant has suffered an unforeseeable emergency, the Committee may, in its
sole


 


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discretion, make distributions from the Vested portion
of the Participant’s Deferral Account to the extent provided in this
Section.  An unforeseeable emergency is a
severe financial hardship to the Participant resulting from an illness or
accident of the Participant, the Participant’s Spouse, or of a Dependent of the
Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. 
The circumstances that will constitute an unforeseeable emergency will
depend upon the facts of each case. 
Examples of what are not considered to be unforeseeable emergencies
include the need to send a Participant’s child to college or the desire to
purchase a home.  Any such distribution
approved by the Committee will be limited to the amount necessary to meet the
emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution, after taking into account the extent to which such
hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship.)  Such distributions will be
paid in a lump sum and will be charged to the Participant’s Deferral
Account.  A pro rata portion of such
distribution will be treated as a distribution out of each Subaccount.  The Committee may impose such restrictions or
additional requirements with respect to distributions in connection with an
unforeseeable emergency as the Committee determines to be necessary or appropriate
to comply with Treasury Regulations.


 


10.1.2      In-Service
Distributions.  A Participant will be
permitted to receive an In-Service Distribution from his or her Deferral
Account subject to the following restrictions: 
An election to receive an In-Service Distribution must be made at the
same time a Participant makes a Participant Deferral Election for a particular
Deferral Period and will relate only to the Annual Subaccount (as described in Section 7.1.4(a))
corresponding to that Deferral Period. 
Such election must specify a distribution date, which may not be earlier
than five years after the first day of the Deferral Period covered by the
election.  Such an In-Service
Distribution election may be modified (subject to the restrictions set forth in
Section 10.3.5); provided however that any such modification may not be
made less than 12 months prior to the date the In-Service Distribution was
originally scheduled.  In-Service
Distributions will be made in a lump sum and will include the Participant’s entire
Annual Subaccount covered by such election. 
If the Participant terminates employment for any reason prior to the
specified In-Service Distribution date, distribution of the Participant’s
Annual Subaccount will be made as provided in Section 10.2 in accordance
with the Participant’s Form of Benefit Election for the Deferral Period.


 


10.2         After
Termination of Employment.  If a
Participant terminates employment with an Employer for any reason, including
death, Corporation will pay to the Participant (or the Participant’s
Beneficiary, in case of death) benefits equal to the Vested balance in the
Participant’s Deferral Account.  Except
as provided below, Plan benefits as a result of death or other termination of
employment will be paid in the form elected by the Participant as provided in Section 10.3.  Notwithstanding a Participant’s installment
election, if the aggregate balance of the Participant’s Deferral Account is
$25,000 or less on the Valuation Date immediately preceding the date of the
Participant’s termination of employment, the entire benefit will be paid in a
lump sum within 15 days after the expiration of six months after the
termination date or, in


 


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the case of the
death of a Participant while still an employee, within 65 days after the date
of death.


 


10.3         Election
of Form of Benefit Payment.


 


10.3.1      Election.  Pursuant to forms and procedures prescribed
by, or at the direction of, the Committee, each Participant may, as part of
each Participant Deferral Election for each Deferral Period, elect the form of
payment of the Participant’s benefits under the Plan (a “Form of Benefit
Election”) with respect to the Participant’s Annual Subaccount (as described in
Section 7.1.4(a)) corresponding to that Deferral Period.  For each Deferral Period, a Participant must
make a Form of Benefit Election governing the form of payment for the
Participant’s entire Annual Subaccount corresponding to that Deferral Period.


 


10.3.2      Available
Forms of Payment.  The available
forms of payment of Plan benefits are:


 


(a)           A
lump sum amount equal to the applicable Vested portion of the Annual
Subaccount; or


 


(b)           Annual
installments of the Vested portion of the Annual Subaccount amortized over a
period designated by the Participant of not more than 15 years.  Growth Factor on the unpaid balance will
continue to be credited to Subaccounts as provided in Section 7.4.


 


10.3.3      Default
Form of Payment.  Plan benefits with
respect to an Annual Subaccount will be payable in a lump sum if no effective
Form of Benefit Election is in effect for that Annual Subaccount at the time
the Participant first becomes entitled to receive payment of all or any portion
of the Annual Subaccount.


 


10.3.4      Form
of Payment to Beneficiary.  A
Participant who elects payment in installments for an Annual Subaccount may
also elect whether, in the event of the Participant’s death prior to complete
distribution of the Vested portion of the Participant’s Annual Subaccount:


 


(a)           The
remaining amount of the Participant’s Annual Subaccount is to be paid in a lump
sum to the Beneficiary (in which case payment will be made within 30 days after
the date of death), or


 


(b)           Installment
payments are to be made to the Beneficiary over the elected installment period
(or over the remainder of the period).


 


Installment
payments will be made to the Beneficiary over the elected installment period
(or the remainder of that period) if no effective election with respect to the
form of payment to the Beneficiary is in effect for that Annual Subaccount at
the time of the Participant’s death.


 


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10.3.5      Changes
to Form of Benefit Election.  A
Participant may amend, revoke, or replace a Form of Benefit Election for a
particular Annual Subaccount, subject to the following restrictions (unless the
Committee expressly waives or modifies one or more of such restrictions based
on the Committee’s determination that such waiver or modification would not
result in constructive receipt or cause the Plan not to meet the requirements
of applicable law or Treasury Regulations):


 


(a)           In
no event may a Participant change his or her Form of Benefit Election for an
Annual Subaccount to accelerate the time or schedule of any distribution
under the Plan.


 


(b)           No
changes to an existing Form of Benefit Election for an Annual Subaccount may be
made after the Participant (or a Beneficiary) has received or become entitled
to receive any payment of Plan benefits for the Annual Subaccount covered by
that election.


 


(c)           No
change to an existing Form of Benefit Election for an Annual Subaccount may
take effect until at least 12 months after the date of such amended Form of
Benefit Election.


 


(d)           With
respect to distributions other than distributions upon the death or Disability
of a Participant or distributions under Section 10.1.1, the first date on
which a distribution or installment may be made under the amended Form of
Benefit Election for an Annual Subaccount may not be earlier than five years
after the date the distribution or payment would otherwise have been made.


 


(e)           In
no event may a Participant make more than one amendment to a Form of Benefit
Election for any particular Annual Subaccount to delay any distribution or
payment.


 


(f)            The
Committee may modify the foregoing restrictions and/or adopt other restrictions
from time to time to provide for efficient administration of the Plan and to
cause the Plan to comply with applicable law and Treasury Regulations.


 


10.4         Lump
Sum Payments.  For lump sum payments,
the balance of a Participant’s Annual Subaccount (and Subaccounts) will be
determined pursuant to Section 7.4 as of the last Valuation Date that is
at least five business days prior to the payment date specified in this Section 10.4.


 


10.4.1      Death
of Participant.  Upon the death of a
Participant while the Participant is still an employee, lump sum payments will
be made, as elected by the Participant in his or her Form of Benefit Election
for an Annual Subaccount, either within 65 days after the date of death or, if
later and if elected by the Participant in the Form of Benefit Election, on the
first business day of the first calendar year beginning after the date of
death.


 


10.4.2      Other
Termination of Employment.  In the
event of a termination of employment for any reason other than a Participant’s
death, lump sum payments will be


 


11





















 


made, as elected by the Participant in his or her Form
of Benefit Election for an Annual Subaccount, either within 15 days after the
expiration of six months after the date of the termination of employment or, if
later and if elected by the Participant in the Form of Benefit Election, on the
first business day of the first calendar year beginning after the date of
termination.


 


10.4.3      Limitation.  In no event will any lump sum payment that
becomes payable in connection with a Participant’s termination of employment be
payable sooner than the earlier of six months after the termination date or the
date of the Participant’s death.


 


10.5         Installment
Payments.


 


10.5.1      Installments.  The first installment will be made on the
first day of the seventh calendar month beginning after termination of
employment (the “Initial Installment Date”) and on subsequent anniversaries of
such date (“Installment Dates”).  The
amount of each installment will be equal to the balance of the Annual
Subaccount as of the last Valuation Date that is at least five business days
prior to the Installment Date divided by the number of remaining installments
(including the installment payment being determined).


 


Example:  If a Participant terminated employment on September 20,
2005, and had elected annual installments over five years, and if the Committee
has adopted daily Valuation Dates, the first installment would be due April 1,
2006, and would be equal to one-fifth of the balance of the Annual Subaccount
on the March 27, 2006, Valuation Date.  The second installment would be due April 1, 2007,
and would be equal to one-fourth of the balance of the Annual Subaccount on the
March 27, 2007, Valuation Date.


 


10.5.2      Limitation.  In no event will any installment payments
that becomes payable in connection with a Participant’s termination of
employment be commenced sooner than the earlier of six months after the
termination date or the date of the Participant’s death.


 


10.5.3      Growth
Factor.  The Annual Subaccount (and
Subaccounts) will continue to accrue Growth Factor as provided in Section 7.4
until the final installment payment is made.


 


10.6         Payment
to Guardian.  If a distribution is
payable to a minor or a person declared incompetent or to a person incapable of
handling the disposition of property, the Committee may direct payment to the
guardian, legal representative, or person having the care and custody of such
minor, incompetent, or person.  The
Committee may require proof of incompetency, minority, incapacity, or
guardianship as it may deem appropriate prior to distribution.  Such distribution will completely discharge
the Committee from all liability with respect to such benefit.


 


12





















 


11.           BENEFICIARY DESIGNATION


 


11.1         Beneficiary
Designation.  Each Participant will
have the right, at any time, to designate one or more persons or an entity as
Beneficiary (both primary as well as secondary) to whom benefits under this
Plan will be paid in the event of a Participant’s death prior to complete
distribution of the Participant’s Deferral Account.  Each Beneficiary designation must be in a
written form approved by the Committee and will be effective only when filed
with the Committee during the Participant’s lifetime.  Designation by a married Participant of a
Beneficiary other than the Participant’s spouse will not be effective unless
the spouse executes a written consent that acknowledges the effect of the
designation and is witnessed by a notary public, or the consent cannot be
obtained because the spouse cannot be located.


 


11.2         Amendments.  Except as provided below, any nonspousal
designation of Beneficiary may be changed by a Participant without the consent
of such Beneficiary by the filing of a new designation with the Committee.  The filing of an effective new designation
will cancel all designations previously filed.


 


11.3         Change
in Marital Status.  If the
Participant’s marital status changes after the Participant has designated a
Beneficiary, the following provisions will apply:


 


11.3.1      Unmarried
at Designation.  If the Participant
is married at death but was unmarried when the designation was made, the
designation will be void unless the spouse has consented to it in the manner
prescribed above.


 


11.3.2      Married
at Designation but Unmarried at Death. 
If the Participant is unmarried at death but was married when the
designation was made:


 


(a)           The
designation will be void if the spouse was named as Beneficiary.


 


(b)           The
designation will remain valid if a nonspouse Beneficiary was named.


 


11.3.3      Different
Spouse.  If the Participant was
married when the designation was made and is married to a different spouse at
death, the designation will be void unless the new spouse has consented to it
in the manner prescribed above.


 


11.4         No
Beneficiary Designation.  If any
Participant fails to designate a Beneficiary in the manner provided in this Section 11,
or if the Beneficiary designated by a Participant dies before the Participant
or before complete distribution of the Participant’s benefits, the Participant’s
Beneficiary will be the person in the first of the following classes in which
there is a survivor:


 


11.4.1      Spouse.  The Participant’s surviving spouse;


 


11.4.2      Children.  The Participant’s children in equal shares,
except that if any of the children predeceases the Participant but leaves issue
surviving, then such issue will take by right of representation the share the
parent would have taken if living; or


 


13





















 


11.4.3      Estate.  The Participant’s estate.


 


12.           ADMINISTRATION


 


The Plan will be administered by the Committee.  The Committee will have the exclusive
authority and responsibility for all matters in connection with the operation
and administration of the Plan, including without limitation the authority to
make, modify, interpret and enforce appropriate rules and regulations for the
administration of the Plan and to decide or resolve any and all questions
regarding the interpretation of Plan provisions. A majority vote of the
Committee members will control any Committee decision. The Committee’s powers
and duties include, but are not limited to, the following:


 


(a)           Responsibility
for the compilation and maintenance of all records necessary in connection with
the Plan;


 


(b)           Authorizing
the payment of all benefits and expenses of the Plan as they become payable
under the Plan; and


 


(c)           Authority
to engage such legal, accounting, and other professional services as it may
deem proper.


 


Decisions by the Committee will be final and binding
upon all parties affected by the Plan, including Participants and Beneficiaries
of Participants.


 


The Committee may rely on information and
recommendations provided by supervisory management.  The Committee may delegate to a subcommittee
composed of less than all Committee members or to supervisory management who
are not Committee members the responsibility for decisions that it may make or
actions that it may take under the terms of the Plan, subject to the Committee’s
reserved right to review such decisions or actions and modify them when
necessary or appropriate under the circumstances.  The Committee will not allow any Participant
to obtain control over decisions or actions that affect that Participant’s Plan
benefits.


 


13.           MISCELLANEOUS


 


13.1         Nonassignability
of Benefits.  Except as otherwise
provided by applicable law, a Participant’s benefits under the Plan, including
the right to receive payment of the Deferral Account or any Subaccount, may not
be sold, transferred, anticipated, assigned, pledged, hypothecated, seized by
legal process, subjected to claims of creditors in any way, or otherwise
disposed of.


 


13.2         Governing
Law.  This Plan and any amendments
will be construed, administered, and governed in all respects in accordance
with applicable federal law and the laws of the State of Delaware.


 


13.3         No
Right of Continued Employment. 
Nothing in the Plan will confer upon any person the right to continue in
the employ of any Employer or interfere in any way with the right of any
Employer to terminate the person’s employment at any time.


 


14





















 


13.4         Withholding
Taxes.  The Employers will withhold
any taxes required by law to be withheld in connection with payment of benefits
under this Plan.  In the event any
Employer will be required to withhold taxes with respect to Employer
Contributions or the accrual of Growth Factor pursuant to the Plan, the
Employer will have the right to require a Participant to reimburse them for any
such taxes.


 


14.           CLAIMS PROCEDURE


 


14.1         Following
Claims Procedure.  Any Participant or
Death Beneficiary (a “Claimant”) may file a claim for benefits under the Plan
by following the procedure set forth in this Section.


 


14.2         Authorized
Representative.  A Claimant may
appoint an authorized representative to represent the Claimant at any stage of
the claims procedure.  The appointment is
made by a statement in writing naming the person who is to be the Claimant’s
authorized representative and signed by the Claimant.


 


14.3         Filing
Initial Claim.  A claim must be filed
by personally delivering or mailing a written communication making the claim
for benefits, prepared by either the Claimant or the Claimant’s authorized
representative, to the Committee, which is Plan Administrator for the Plan, for
action upon the claim.


 


14.4         Denial
of Initial Claim.


 


14.4.1      Time
Period for Denial Notice.


 


(a)           General.  The Committee will make a decision on the claim
as soon as practicable.  If the claim is
wholly or partially denied, the Committee will, within a reasonable period of
time after receipt of the claim, furnish the Claimant written or electronic
notice setting forth, in a manner calculated to be understood by the Claimant,
the information set forth below.  Any
electronic notice must comply with 29 CFR Section 2520.104b-1(c)(1)(i),
(iii), and (iv).  Except as provided in Section 14.4.1(b),
in no event may the response to the initial claim be given more than
90 days after the filing of the claim, unless special circumstances
require an extension of time for processing the claim.  If an extension is required, written notice
of the extension must be furnished to the Claimant prior to the termination of
the initial 90-day period.  In no event
may the extension exceed a period of 90 days from the end of the initial
response period.  The extension notice
must indicate the special circumstances requiring an extension of time and the
date by which the Committee expects to render the final decision.  The time period for providing notice of the
decision on the claim will begin when the claim is filed in accordance with the
Plan’s procedures, without regard to whether all the information necessary to
make a decision on the claim accompanies the filing.


 


(b)           Disability
Claims.  In the case of a claim for
disability benefits, the Committee must notify the Claimant of a claim denial
within a reasonable period of time, but not later than 45 days after
receipt of the claim.  This period may be
extended for up to 30 days, provided that the Committee determines that
the


 


15





















 


extension is necessary due to matters beyond the
control of the Committee and notifies the Claimant, before the end of the
initial 45-day period, of the circumstances requiring an extension of time and
the date by which the Committee expects to make a decision.  If, before the end of the first 30-day
extension period, the Committee determines that, due to matters beyond the
control of the Committee, a decision cannot be made within that extension
period, the period for making the determination may be extended for up to an
additional 30 days, provided that the Committee notifies the Claimant,
before the end of the first 30-day extension period, of the circumstances
requiring the extension and the date by which the Committee expects to make a
decision.  In the case of any extension,
the extension notice must specifically explain the standards on which
entitlement to a benefit is based, the unresolved issues that prevent a
decision on the claim, and the additional information, if any, needed to
resolve those issues.  If the extension
is necessary because the Claimant failed to submit the information necessary to
resolve the claim, the Claimant will be afforded at least 45 days to
provide the specified information, and the period for deciding the claim will
be tolled from the date the extension notice is sent to the Claimant until the
date the Claimant responds to the request for additional information.


 


14.4.2      Contents
of Notice.


 


(a)           General.  If the claim is wholly or partially denied,
the denial notice must state:


 


(i)            The
specific reason or reasons for the denial;


 


(ii)           Reference
to specific provisions of the Plan on which the denial is based;


 


(iii)          A
description of any additional material or information necessary for the
Claimant to complete the claim and an explanation of why such material or
information is necessary; and


 


(iv)          An
explanation of the claim review procedure and the time limits applicable to
such procedure set forth in this Section 14, including a statement of the
Claimant’s right to bring a civil action under ERISA Section 502(a)
following a denial of the claim on review.


 


(b)           Disability
Claims.  If a claim for disability
benefits is denied, the denial notice must contain the following additional
information:


 


(i)            If
an internal rule, guideline, protocol, or other similar criterion was relied on
in deciding the claim, the notice must either provide the specific rule,
guideline, protocol, or other similar criterion, or state that the rule,
guideline, protocol, or other similar criterion was relied on in making the
decision and that a copy will be provided free of charge to the Claimant on
request.


 


16





















 


(ii)           If
the claim denial was based on a medical necessity, experimental treatment, or
similar exclusion or limit, the notice must contain either an explanation of
the scientific or clinical judgment for the decision, applying the terms of the
Plan to the Claimant’s medical circumstances, or a statement that such an
explanation will be provided free of charge on request.


 


14.5         Appeal
of Denied Claim.


 


14.5.1      General.  If the claim is
denied in whole or in part pursuant to Section 14.4, the Claimant may,
within a reasonable period of time, taking into consideration the nature of the
benefit that is the subject of the claim and other attendant circumstances,
file a request with the Committee for a full and fair review.  Except as provided in Section 14.5.2, in
no event may the period for requesting review expire less than 60 days
after receipt of written or electronic notification of denial.  If the request for review is not made on a
timely basis, the Claimant will be deemed to have waived the right to review.


 


The appeal is made
by personally delivering or mailing a written request for review, prepared by
either the Claimant or the Claimant’s authorized representative, to the
Committee.  The Claimant or the Claimant’s
duly authorized representative may, at or after the time of making the appeal,
review pertinent documents and submit issues and comments in writing.  The Committee’s review will take into account
all information submitted by the Claimant relating to the claim, whether or not
such information was submitted or considered in the initial claim
determination.  The Claimant will be
provided, upon request and free of charge, reasonable access to, and copies of,
information relevant to the Claimant’s claim.


 


14.5.2      Disability
Claims.  With respect to a request
for review of a denied claim for disability benefits, the following additional
requirements will apply:


 


(a)           The
Claimant will have at least 180 days after receipt of the notice of denial
to request a review of the claim.


 


(b)           The
review of the claim will not afford deference to the initial decision on the
claim, and will be conducted by an appropriate named fiduciary of the Plan who
is neither the individual who made the decision that is the subject of the
appeal, nor a subordinate of such an individual.


 


(c)           If
the initial claim denial was based in whole or in part on a medical judgment,
including determinations with regard to whether a particular treatment, drug,
or other item is experimental, investigational, or not medically necessary or
appropriate, the appropriate named fiduciary will consult with a health care
professional who has appropriate training and experience in the field of
medicine involved in the medical judgment. 
This health care professional may not be an individual who was consulted
in connection with the decision that is the subject of the appeal, or a
subordinate of such an individual.


 


17





















 


(d)           The
Committee must identify to the Claimant any medical or vocational experts whose
advice was obtained on behalf of the Plan in connection with the initial
decision on the claim, without regard to whether the advice was relied on in
making the initial decision.


 


14.6         Review
of Appeal.


 


14.6.1      Time
Period for Decision on Review.


 


(a)           General.  The Committee will review the appeal and act
on the appeal.  Except as provided in Section 14.6.1(b),
the decision will be made promptly, and will not ordinarily be made later than
60 days after the receipt by the Committee of the written request for
review, unless special circumstances require an extension of time for
processing, in which case written notice of the extension will be furnished the
Claimant prior to the commencement of the extension, and in which case a
decision will be rendered as soon as possible but not later than 120 days
after the receipt of the request for review. 
The extension notice must indicate the special circumstances requiring
an extension of time and the date by which the Committee expects to render the
final decision.  The time period within
which the Committee must provide notice of the decision on review will begin
when the request for review is filed in accordance with the Plan’s procedures,
without regard to whether all the information necessary to make the decision on
review accompanies the filing.  If an
extension is necessary due to the Claimant’s failure to submit information
necessary to resolve the claim, the period for making a decision on review will
be tolled from the date the extension notice is sent to the Claimant until the
date the Claimant responds to the request for additional information.


 


(b)           Disability
Claims.  In the case of a claim for
disability benefits, the Committee must notify the Claimant of the decision on
review within a reasonable period of time, but not later than 45 days
after receipt of the request for review, unless special circumstances (such as
the need to hold a hearing) require an extension of time for processing.  If an extension is required, the decision
will be made and furnished to the Claimant not later than 90 days after
receipt of the request for review.  The
Claimant must be notified in writing of any extension within 45 days after
the request for review was filed.  The
extension notice must indicate the special circumstances requiring an extension
of time and the date by which the Committee expects to render the decision on
review.  If an extension is necessary due
to the Claimant’s failure to submit information necessary to resolve the claim,
the period for making a decision on review will be tolled from the date the
extension notice is sent to the Claimant until the date the Claimant responds
to the request for additional information.


 


14.6.2      Content
and Form of Notice.


 


(a)           General.
 The decision on review must be in
writing or by electronic notification and must include specific reasons for the
decision, written


 


18





















 


in a manner calculated to be understood by the
Claimant, and references to the specific provisions of this Plan on which the
decision is based.  The decision on
review must inform the Claimant that he or she is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, information
relevant to the claim, and that he or she may bring an action under ERISA Section 502(a).  A copy of the decision on review must be
furnished to the Claimant.


 


(b)           Disability
Claims.  With respect to claims for
disability benefits, the notice of the decision on review must contain the
information described in Section 14.4.2(b)(i) and 14.4.2(b)(ii) and must
include the following statement: “You and your plan may have other voluntary
alternative dispute resolution options, such as mediation.  One way to find out what may be available is
to contact your local U. S. Department of Labor Office and your state insurance
regulatory agency.”


 


14.7         Further
Review.  Any further review, judicial
or otherwise, of the decision on the appeal will be limited to whether, in the
particular instance the Committee acted arbitrarily or capriciously in the
exercise of its discretion.  In no event
will any such further review, judicial or otherwise, be on a de novo basis as
the Committee has discretionary authority to determine eligibility for benefits
and to construe the terms of this Plan.


 


14.8         Consistent
Application.  The Committee will
establish administrative processes and safeguards to ensure and verify that
claim determinations are made in accordance with the Plan and that Plan
provisions have been applied consistently with respect to similarly situated
Claimants, as required by applicable law.


 


15.           AMENDMENTS AND TERMINATION


 


Corporation has the power to terminate this Plan at
any time or to amend this Plan at any time and in any manner that it may deem
advisable; provided however that (a) any such amendment that would materially
change the benefits provided under the Plan will be subject to the prior
approval of Corporation’s Compensation Committee, and (b) no amendment will be
effective to decrease or restrict the amount accrued to the date of amendment
in any Deferral Account maintained under the Plan.  In the event of termination of the Plan,
Participant Deferral Contributions and Employer Contributions credited and
Earnings accrued pursuant to the Plan prior to the effective date of the
termination will continue to be subject to the provisions of the Plan as if the
Plan had not been terminated.


 


16.           DEFINITIONS


 


For purposes of this Plan, capitalized terms not
otherwise defined in the Plan have the following meanings.


 


“Annual Bonus” means, for each
Participant, the amount (if any) payable to the Participant for a calendar year
under Corporation’s Annual Cash Incentive Award Plan, as such plan or program
is amended or modified from time to time.


 


19





















 


“Applicable Compensation Limitation” means
the annual compensation limit amount specified in IRC § 401(a)(17),
after adjustment as provided in IRC § 401(a)(17)(B).


 


“Base Compensation” means regular
base salary, excluding: Annual Bonuses; Employer Contributions under the Plan;
other bonuses; noncash fringe benefits; income or gain from the grant, vesting,
or exercise of stock, restricted stock, or stock options; and employer
contributions to any employee pension plan, welfare benefit plan, or other
employee benefit plan, program, or arrangement. 
For purposes of the Plan, Base Compensation is determined before
deducting from base salary a Participant’s elective pre-tax contributions to
any 401(k) plan or salary reduction contributions to any cafeteria plan.


 


“Beneficiary” means the person
or persons designated by a Participant as provided in Section 11 to whom
benefits under this Plan will be paid in the event of a Participant’s death
prior to complete distribution of the Participant’s Deferral Account.


 


“Change in Control” means:


 


(a)           The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of Corporation (the “Outstanding
Corporation Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of Corporation entitled to vote generally in the
election of directors (the “Outstanding Corporation Voting Securities”);
provided, however, that for purposes of this subsection (a), the following
acquisitions will not constitute a Change in Control: (i) any acquisition
directly from Corporation, (ii) any acquisition by Corporation, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Corporation or any corporation controlled by Corporation or (iv)
any acquisition pursuant to a transaction which complies with clauses (i), (ii)
and (iii) of subsection (c) of this definition; or


 


(b)           Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Effective
Date whose election, or nomination for election by Corporation’s shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board will be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or


 


(c)           Consummation
by Corporation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of Corporation or the
acquisition of assets of another entity (a “Business Combination”), in each
case, unless, following such Business Combination, (i) all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately


 


20





















 


prior to such Business Combination beneficially own,
directly or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns Corporation or all or substantially all of Corporation’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (ii) no Person (excluding
any employee benefit plan (or related trust) of Corporation or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or


 


(d)           Approval
by the shareholders of Corporation of a complete liquidation or dissolution of
Corporation.


 


“Committee” means a committee of
not less than three individuals designated by Corporation’s Chief Executive Officer
to administer the Plan.  Members of the
Committee may be Participants in the Plan. The initial members of the Committee
on the Effective Date are Curtis M. Stevens, Russell S. Pattee and Andrea L.
Vicino.


 


“Deferral Account” means the
record-keeping account maintained as provided in Section 7.1 to reflect a
Participant’s benefits under the Plan. 
Unless the context otherwise requires, references to a Participant’s
Deferral Account include both the Participant’s Participant Deferral
Contribution Account and Employer Contribution Accounts and all Subaccounts of
both such Accounts.


 


“Deferral Period” means a
calendar year or, for 2004, the period beginning October 1, 2004 and ending December 31, 2004.  For a Participant who becomes a Participant
after the beginning of a calendar year, the initial Deferral Period for such
Participant will be the portion of such calendar year beginning on the first
day of the first Pay Period beginning at least 30 days after the individual
became a Participant.


 


“Dependent” means the dependents
of a Participant within the meaning of IRC § 152(a).


 


“Disability” A Participant will
be deemed to be Disabled for purposes of this Plan under the following
conditions:


 


(a)  The Participant’s total and permanent
disability has existed for a period of five consecutive months; and


 


21





















 


(b)  The Participant’s total and permanent
disability, together with the period of its existence, has been substantiated
by the Committee on the basis of medical reports and a Social Security
disability award.  The Committee will
have the right to require a medical report or reports from a doctor or doctors
of its own selection, but at Corporation’s expense.


 


“Earnings” with respect to a
Participant’s Deferral Account means the net amount of Growth Factor credited
to the Participant’s Deferral Account and Subaccounts as described in Section 7.2.


 


“Employers” mean Corporation and
any subsidiary or affiliate of Corporation that is an employer, for income tax
purposes, of one or more Participants.


 


“Employer Contribution” means a
contribution by an Employer for a Participant as described in Section 6.


 


“Employer Contribution Accounts”
means the portions of a Participant’s Deferral Account attributable to Employer
Contributions credited on behalf of the Participant.  References to a Participant’s Employer
Contribution Accounts include the Participant’s QPSC Account, QPMC Account, and
Employer Match Account as described in Section 7.1.2.


 


“Employer Match Account” means
an Employer Contribution Account as described in Section 7.1.2 to which
Employer Matching Contributions are credited.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Investment Fund” means an
investment as described in Section 7.2.3 for the sole purpose of
calculating the Growth Factor to be credited to or charged against a
Participant’s Deferral Account.  The
Committee will designate the Investment Funds available under the Plan and may
add to, subtract from, or otherwise change the designated available Investment
Funds from time to time.


 


“IRC” means the Internal Revenue
Code of 1986, as amended.  References to
a particular Section will include any successor section.


 


“Measurement Period” means the
period between any two successive regular or special Valuation Dates.


 


“Participant” has the meaning
given in Section 4.


 


“Participant Deferral Contribution”
means the portion of a Participant’s Base Compensation and/or Annual Bonus that
the Participant elects to defer pursuant to an Participant Deferral Election as
described in Section 5.1 of the Plan.


 


“Participant Deferral Contribution Account”
means the portion of a Participant’s Deferral Account attributable to
Participant Deferral Contributions made by the Participant.


 


“Participant Deferral Election”
means a written election by a Participant for a Deferral Period in a form
prescribed by or at the direction of the Committee, by which the Participant
(a) elects to defer either all or a portion of the Participant’s Base
Compensation and/or Annual


 


22





















 


Bonus for the Deferral Period pursuant to Section 5.1
of the Plan and (b) specifies a Form of Benefit Election for the portion of the
Participant’s Deferral Account attributable to Participant Deferral
Contributions and Employer Contributions, and Earnings attributable to such
contributions for such Deferral Period.


 


“Pay Period” means
the period of service for an Employer for which Base Compensation is earned and
paid under the payroll practices of the Employer.


 


“QPMC Account” means an Employer
Contribution Account as described in Section 7.1.2 to which Qualified Plan
Makeup Credit Employer Contributions are credited.


 


“QPSC Account” means an Employer
Contribution Account as described in Section 7.1.2 to which Qualified Plan
Supplemental Credit Employer Contributions are credited.


 


“Qualified Plan Compensation”
for a Participant for a Qualified Plan Year means the Participant’s “Compensation”
for such Qualified Plan Year as defined in the Qualified Plans.


 


“Qualified Plan Year”
means the calendar year.


 


“Qualified Plans” mean
Corporation’s Retirement Account Plan and the profit sharing component of
Corporation’s Salaried 401(k) and Profit Sharing Plan.


 


“Reporting Person” means a
Participant who is subject to the requirements of Section 16(a) of the
Exchange Act.


 


“Retirement Age” means age 65,
or such other age as is designated by the Committee.


 


“Subaccount” means a portion of
a Participant’s Deferral Account as described in Section 7.1.4.


 


“Total Compensation” for a
Participant for any Qualified Plan Year means the Participant’s Qualified Plan
Compensation for such year, increased by the amount of the Participant’s Annual
Deferral Contributions that, but for the Participant’s Participant Deferral
Election, would have been paid to the Participant and included in the
Participant’s Qualified Plan Compensation for such Qualified Plan Year.


 


“Valuation Date” means a date as
of which Deferral Accounts and Subaccounts are determined pursuant to Section 7.4.  The last date of each calendar month will be
a regular Valuation Date.  For purposes
of Section 7.4, the date of any distribution to a Participant or
Beneficiary will be a special Valuation Date (and will mark the end of a
Measurement Period as of such special Valuation Date).  In addition, the Committee may utilize
additional special Valuation Dates (up to a daily valuation basis) to the
extent the Committee determines such special Valuation Dates are necessary or
useful.


 


“Vested” means to become no
longer subject to forfeiture pursuant to Section 9.2.


 


“Years of Service” has the
meaning provided for such term for vesting purposes under the Qualified Plans.


 


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  LOUISIANA-PACIFIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Executive Vice President, Administration,

  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


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