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                           NORSKE SKOG CANADA LIMITED




                          SUPPLEMENTAL RETIREMENT PLAN
                              FOR SENIOR EXECUTIVES





















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                                  December 1994



FOREWORD


The Norske Skog Canada Limited Supplemental Retirement Plan is comprised of
three Sections. Section 1, comprised of Articles 1-5, contains general
provisions applicable to the Supplemental Plan, definitions and membership
provisions. Section 2, comprised of Articles 6-11, contains provisions related
to the Defined Benefit Segment of the Supplemental Plan. Section 3, comprised of
Articles 12-18, contains provisions related to the Defined Contribution Segment
of the Plan.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         ii
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TABLE OF CONTENTS


Article 1 - Introduction.......................................................1

Article 2 - Construction.......................................................2

Article 3 - Participation......................................................8

Article 4 - Contributions.....................................................10

Article 5 - Miscellaneous Provisions..........................................11

Article 6 - Defined Benefit Segment - Retirement..............................16

Article 7 - Defined Benefit Segment - Amount of Retirement Income.............18

Article 8 - Defined Benefit Segment - Total and Permanent Disability..........20

Article 9 - Defined Benefit Segment - Termination of Service..................21

Article 10 - Defined Benefit Segment - Death Benefits.........................22

Article 11 - Defined Benefit Segment - Payment of Retirement Benefits.........24

Article 12 - Defined Contribution Segment - Supplemental DC Account...........25

Article 13 - Defined Contribution Segment - Vesting...........................28

Article 14 - Defined Contribution Segment - Retirement........................29

Article 15 - Defined Contribution Segment - Total and Permanent Disability....30


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                        iii
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TABLE OF CONTENTS (continued)


Article 16 - Defined Contribution Segment - Termination of Employment.........31

Article 17 - Defined Contribution Segment - Death Benefits....................32

Article 18 - Defined Contribution Segment - Amount and Form of
             Benefits Payable.................................................33

Appendix A....................................................................36



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         iv
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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          1
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ARTICLE 1 - INTRODUCTION

1.1  Name of the Plan

            This is the Norske Skog Canada Limited Supplemental Retirement Plan
            for Senior Executives.

1.2  Purpose of the Supplemental Plan

            The purpose of the Supplemental Plan is to provide benefits to
            Participants to enable them to retire with a total retirement income
            deemed appropriate by the Board of Directors. Benefits provided by
            the Supplemental Plan are in addition to and integrated with the
            benefits provided under the Norske Skog Canada Limited Retirement
            Plan for Salaried Employees.

1.3  Administration of the Supplemental Plan

            The Human Resources Committee of the Board of Directors shall be
            responsible for the overall operation and administration of the
            Supplemental Plan.

1.4  Effective Date of Restatement

            This restatement of the Supplemental Plan is effective January 1,
            1994 and replaces the original version as of that date. Benefit
            entitlements in respecty of former plan members who have terminated
            their employment prior to January 1, 1994 shall be determined under
            the original version of the Supplemental Plan and shall not be
            affected by this restatement.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          2
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ARTICLE 2 - CONSTRUCTION

2.1  Definitions

            Wherever used in this Supplemental Plan, the words commencing with a
            capital letter have the meaning ascribed to them in Article 1.3 of
            the Basic Plan, unless otherwise defined in this subsection:

            (a)    "Basic Plan" shall mean the Norske Skog Canada Limited
                   Retirement Plan for Salaried Employees.

            (b)    "Basic Plan Offset" shall mean the amount determined in
                   accordance with Article 7.2. For those Participants
                   identified in Appendix A, "Basic Plan Offset" shall include
                   the amount of benefit payable under the specified pension
                   plan. Such amount of benefit shall be deemed to have been
                   converted to the Prescribed Optional Form for the purposes of
                   determining the "Basic Plan Offset" under Article 7.2 and the
                   spouse benefit under Article 10.2.

            (c)    "Best Average Earnings" shall have the same meaning as
                   ascribed to it in the Basic Plan, except that the amount
                   shall be recomputed incorporating amounts of Earnings as
                   defined in Article 2.1(k) of this Supplemental Plan.

            (d)    "Credited Service" shall mean "Credited Service", as
                   determined in accordance with Article 2.2 of the Basic Plan,
                   together with "Continuous Service", as defined under the
                   Basic Plan, for which benefit credit is provided under
                   Section 2.4.3 of the Basic Plan.

                   "Credited Service" shall be expressed in years and days, in
                   accordance with administrative rules approved by the Company.



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          3
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                   For those Participants identified in Appendix A, "Credited
                   Service" shall include all service with those organizations
                   identified in Appendix A.

            (e)    "DB Participant" shall mean a Participant who is contingently
                   entitled to benefits under the Defined Benefit Segment of the
                   Supplemental Plan, as described in Section 3.2.

            (f)    "DC Participant" shall mean a Participant who is contingently
                   entitled to benefits under the Defined Contribution Segment
                   of the Supplemental Plan.

            (g)    "DC Allocations" shall mean the notional amounts allocated by
                   the Company to a DC Participant's Supplemental DC Account,
                   determined in accordance with Article 12.4.

            (h)    "Defined Benefit Segment" shall mean Sections 6 to 11 of the
                   Supplemental Plan, which deal with the provision of benefits
                   to DB Participants.

            (i)    "Defined Contribution Segment" shall mean Sections 12 to 18
                   of the Supplemental Plan, which deal with the provision of
                   benefits to DC Participants.

            (j)    "Early Retirement Reduction" shall have the meaning ascribed
                   to it in Article 7.3.

            (k)    "Earnings" shall mean, for purposes of this Supplemental Plan
                   only, all compensation which a Participant has received or
                   shall receive from the Company as part of his regular rate or
                   basic formula of


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          4
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                   compensation, excluding commissions, contingent compensation,
                   expense allowances and any amounts paid in lieu of unused or
                   banked vacation, whether the vacation is classified as
                   regular, supplemental or extended.


                   "Earnings" shall include Eligible Incentive Compensation, but
                   in no event shall the amount of Eligible Incentive
                   Compensation recognized for purposes of this Article 2.1(k)
                   in respect of any fiscal year exceed fifty percent (50%) of
                   the Participant's target bonus, as determined by the Company,
                   for that year.

                   For the purposes of the Defined Benefit Segment, all amounts
                   of Eligible Incentive Compensation shall be allocated equally
                   to each month of the fiscal year in respect of which they are
                   paid or in respect of which they are otherwise credited in
                   accordance with this Article 2.1(k).

                   For the purposes of the Defined Contribution Segment, all
                   amounts of Eligible Incentive Compensation shall be deemed to
                   be paid as of the last day of September in the fiscal year
                   next following the fiscal year to which they are
                   attributable.

                   In the event that the full amount of the Participant's
                   Eligible Incentive Compensation in respect of a fiscal year
                   is not recognized by virtue of the foregoing 50% limit
                   related to the Participant's target bonus, the amount not
                   recognized may be carried forward to the immediately
                   succeeding fiscal year or years to augment the amount of
                   Eligible Incentive Compensation recognized in respect of that
                   year or those years, subject to the foregoing limit in
                   respect of each year, and shall be applied in the same manner
                   that would apply to Eligible Incentive Compensation earned in
                   that succeeding fiscal year.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          5
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                   If, at the time of a DB Participant's death or retirement,
                   there remain unrecognized amounts of Eligible Incentive
                   Compensation, the unrecognized amounts may be carried back
                   and allocated to the first preceding year in respect of which
                   fifty percent (50%) of the target bonus has not been
                   recognized, and, if necessary, to the next preceding year or
                   years, subject to the foregoing limit in respect of each
                   year. If, at the time of a DC Participant's date of death,
                   retirement or termination, there remain unrecognized amounts
                   of Eligible Incentive Compensation, and if there are prior
                   fiscal years after 1993 in which the amount of incentive
                   compensation recognized in "Earnings" has been less than the
                   limit related to the Participant's target bonus, the
                   unrecognized amounts, but not more than the total amounts
                   that would have been included in Earnings in such prior
                   fiscal years having regard for the aforementioned limit based
                   on 50% of the Participant's target bonus, shall be included
                   as Earnings, and the contributions attributable to these
                   amounts shall be credited to the Participant's DC Account on
                   the day preceding the date of death, termination or
                   retirement, as the case may be.

            (l)    "Effective Date" shall mean January 1, 1990.

            (m)    "Eligible Incentive Compensation" shall mean, in respect of a
                   fiscal year, fifty percent (50%) of the cash payments to a
                   Participant under the Company's incentive compensation
                   program in that year. For greater clarity, cash payments do
                   not include the value of options or shares issued under the
                   Company's phantom share plan, nor do they include amounts
                   accrued to the Participant but not yet paid under the
                   incentive compensation program.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          6
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            (n)    "Initial Account Value" shall mean the actuarial value
                   determined in Article 12.2.

            (o)    "Notional Investment Income" shall mean the investment
                   credits notionally allocated to a DC Participant's
                   Supplemental DC Account, determined in accordance with
                   Article 12.4.

            (p)    "Participant" shall mean an Employee who is entitled to
                   participate in the Supplemental Plan by virtue of the
                   provisions of Article 3.

            (q)    "Prescribed Optional Form" shall mean payments on a joint and
                   survivor basis such that reduced monthly income payments are
                   payable during a retired DB Participant's lifetime, and upon
                   his death, payments continue to his Spouse at the date of his
                   retirement, if any, if she is alive at the time of his death,
                   equal to sixty percent (60%) of the amount which the retired
                   DB Participant was receiving prior to his death.

            (r)    "Supplemental DB Benefit" shall have the meaning ascribed to
                   it in Article 7.1.

            (s)    "Supplemental DC Account" shall mean the account established
                   and maintained by the Company for each DC Participant to
                   which shall be credited Company allocations in accordance
                   with Article 12.1.

            (t)    "Supplemental Plan" shall mean the Norske Skog Canada Limited
                   Supplemental Retirement Plan for Senior Executives, as
                   amended from time to time.

            (u)    "Termination Date" shall mean the earliest of:


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          7
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                   (i)        the date of termination of the Supplemental Plan
                              by the Company;

                   (ii)       the date upon which the Company ceases operations;

                   (iii)      the date on which the Company files an assignment
                              in bankruptcy, or otherwise becomes bankrupt,
                              files a proposal under the Bankruptcy and
                              Insolvency Act or a petition under the Companies'
                              Creditors Arrangement Act, or is wound up or
                              dissolved, or, if any receiver, trustee,
                              liquidator or sequester of or for the Company or
                              any substantial portion of its property is
                              appointed and is not discharged within a period of
                              sixty (60) days, the date following the end of the
                              sixty (60) day period; or

                   (iv)       the date on which the trustee, which holds the
                              letters of credit provided pursuant to Article 5.4
                              of the Supplemental Plan, elects to draw the
                              entire amount of the letters of credit as a result
                              of the Company failing to make benefit payments
                              under the Supplemental Plan or failing to renew
                              the letters of credit within the period agreed
                              upon between the trustee and the Company.

        (v)        "Total and Permanent Disability" and the related term
                   "Totally and Permanently Disabled" shall have the meaning
                   ascribed to the terms in Section 2.3.4 of the Basic Plan.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          8
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2.2       Common References

          For the purposes of this Supplemental Plan, words importing the
          masculine gender will include the feminine gender and vice versa,
          unless a specific reference is made to the particular sex of a
          Participant. Similarly, words in the singular may include the plural
          and the plural may include the singular.

          A reference to any Article shall be a reference to that Article
          referred to as set forth in this Supplemental Plan, unless otherwise
          expressly described to be of a different source.



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                          9
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ARTICLE 3 - PARTICIPATION

3.1       Participation and Commencement of Coverage

          Each senior executive who is designated by the Human Resources
          Committee of the Board of Directors of the Company to be a Participant
          on or after the Effective Date will become a Participant of the
          Supplemental Plan with effect from the date designated by the Human
          Resources Committee, provided he signifies his agreement to
          participate in writing. An employee of the Company whose employment
          terminated prior to the Effective Date shall not be a Participant.

3.2       Plan Segment

          A Participant who has elected to or is required to accrue benefits
          under the defined contribution segment (Part 3) of the Basic Plan
          shall be a DC Participant and shall be entitled to benefits only under
          the Defined Contribution Segment of the Supplemental Plan, as
          described in Articles 12 through 18. A Participant who has elected to
          remain in and accrue benefits under the defined benefit segment (Part
          2) of the Basic Plan shall be a DB Participant and shall be entitled
          to benefits only under the Defined Benefit Segment of the Supplemental
          Plan, as described in Articles 6 through 11.

3.3       Duration of Participation

          A Participant shall continue to participate in the Supplemental Plan
          until the earliest of his date of death, Early Retirement Date, Normal
          Retirement Date or the date on which he otherwise terminates his
          employment with the Company. Participation shall continue through any
          period of Total and Permanent Disability.



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         10
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3.4       Communication to Participants

          Each Participant will be provided with a copy of the provisions of the
          Supplemental Plan, together with a general description of the segment
          of the Supplemental Plan which is applicable to him, including an
          explanation of the coordination of benefits under the Supplemental
          Plan with those under the Basic Plan. The general description shall
          not have any effect on the rights or obligations of any person under
          the Supplemental Plan and shall not be referred to in determining the
          meaning of any provision of the Supplemental Plan. The Company shall
          not be liable for any loss or damage occasioned to any person by
          reason of any error or omission in the general description of the
          Supplemental Plan.

3.5       No Right to Employment

          Participation in the Supplemental Plan shall not give any Participant
          the right to be retained in the employ of the Company, nor any right
          or interest in the Supplemental Plan other than as expressly provided
          herein.

3.6       Dismissal for Cause

          Notwithstanding any other provision of this Supplemental Plan, in the
          event that a Participant is dismissed by the Company for cause, he
          shall forfeit his entitlement to any benefits which may otherwise have
          been provided under this Supplemental Plan.



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         11
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ARTICLE 4 - CONTRIBUTIONS

4.1       Contributions by Participants Not Permitted

          A Participant is not required nor permitted to make any contributions
          to the Supplemental Plan.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         12
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ARTICLE 5 - MISCELLANEOUS PROVISIONS


5.1       Administration of the Supplemental Plan

          The Supplemental Plan shall be administered by the Company which shall
          interpret, construe and apply all provisions of the Supplemental Plan
          and the Company's decision with respect thereto shall be final.

5.2       Company's Power to Vary Supplemental Plan Terms

          In carrying out the administration of the Supplemental Plan, the
          Company is empowered, if it believes such action to be warranted, to
          vary the terms and conditions of the Supplemental Plan if necessary to
          comply with the terms of a judicial order, the terms of an agreement
          which has arisen out of the dissolution of a marriage or common-law
          relationship or the terms of a written separation agreement in respect
          of which the Company is obliged to comply in accordance with duly
          enacted provincial or federal legislation.

5.3       No Prefunding of Benefits

          Plan benefits will be paid as they fall due from general revenues of
          the Company. No prefunding of benefit obligations under the Defined
          Benefit Segment or the Defined Contribution Segment shall take place.
          For greater clarity, the Supplemental DC Account referred to in
          Article 12.1, the Initial Account Value referred to in Article 12.2
          and the DC Allocations referred to in Article 12.4 are notional and do
          not imply funding of the underlying amounts.

5.4       Security for Payment of Benefits



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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         13
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          The Company will establish a letter of credit facility in order to
          secure the payment of Supplemental Plan benefits should the Company be
          unable to or fail to pay them. The letter of credit shall be held by a
          trustee under a trust agreement, the terms of which provide for the
          calling of the letter of credit and the funding of plan benefits using
          the proceeds should the Company be unable or unwilling to meet its
          payment commitments set out herein.

5.5       Expenses

          All expenses incurred in the administration of the Supplemental Plan
          shall be paid by the Company.

5.6       Non-Alienation of Benefits

          The retirement income and other benefits provided herein are for a
          retired Participant's own use and benefit and are not capable of
          assignment or alienation and do not confer upon any Participant,
          personal representative or dependent, or any other person, any right
          or interest in the pension benefits which is capable of being assigned
          or otherwise alienated. The retirement income benefits payable are not
          capable of surrender or commutation and do not confer upon any
          Participant, personal representative or dependent, or any other
          person, any right or interest in the retirement benefits capable of
          being surrendered or commuted.

5.7       Responsibility for Payment

          Notwithstanding any other provisions herein, whenever and as often as
          any person entitled to any payment hereunder shall, in the judgement
          of the Company, be physically or mentally incapable of personally
          receipting therefore, then unless a claim shall have been made by a
          duly appointed guardian or committee of such person, such payment may
          be made to any


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         14
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          individual or institution then maintaining such person in the
          judgement of the Company, and such payment shall in every case
          constitute a full discharge and acquittance of all obligations to make
          such payments to such person.

5.8       Amendment of Supplemental Plan

          The Company reserves the right to amend, modify or terminate this
          Supplemental Plan or to merge it with another plan of the Company, in
          any way the Company may determine. Without in any way limiting the
          generality of the foregoing, the Company specifically reserves the
          right to make any amendment, modification, termination or merger of
          the Supplemental Plan in whole or in part as it deems necessary to
          fulfill any requirement specified or to be specified in any relevant
          provincial or federal legislation or in special regulations prescribed
          thereby.

          Any amendment or modification to the Supplemental Plan may, at the
          discretion of and as specified by the Company, be applicable to either
          an individual Participant, a specified group of Participants or the
          entire membership of the Supplemental Plan.

          However, no amendment, modification, termination or merger will, other
          than as provided herein:

          (a)      cause a reduction in the amount or affect adversely the
                   payment of any retirement income benefits to any retired
                   Participant theretofore retired under this Supplemental Plan,
                   or

          (b)      cause a reduction in or affect adversely the payment of any
                   benefits to a Spouse hereunder in any case where such benefit
                   has become payable following the death of a Participant, or


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         15
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          (c)      cause a reduction in the accrued benefits of any Participant.


5.9       Benefits following Termination Date

          The following benefits shall be provided following a Termination Date.

          Effective on a Termination Date, no further benefits shall accrue
          under the Supplemental Plan.

          Each retired Participant or Spouse then in receipt of benefit payments
          shall continue to be entitled to receive such payments and the Spouse
          of a retired Participant shall remain eligible to receive the payments
          to which she is contingently entitled in accordance with Article 10.2.

          Each DB Participant who has not yet retired shall, if eligible to
          retire, be deemed to retire upon the first (1st) day of the month next
          following or coincident with the Termination Date and shall be
          entitled to commence to receive the benefits provided for in Article
          6, and the Company consent, required in accordance with Article 6.2,
          shall be deemed to have been given. The Spouse of each such DB
          Participant shall be eligible to receive the benefits to which she is
          contingently entitled in accordance with Article 10.2.

          Each DB Participant who is not yet eligible to retire shall be
          entitled to a deferred pension, payable commencing on the first (1st)
          day of the month next following or coincident with the day the member
          attains age fifty-five (55), equal to eighty-five percent (85%) of his
          Supplemental Benefit based on his Earnings and Credited Service up to
          the Termination Date, calculated in accordance with Article 7.1 as if
          the Termination Date was the Participant's Normal Retirement Date. The
          Spouse of each such DB Participant shall be eligible to receive the
          benefits to which she is contingently entitled in accordance with
          Article 10.2.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         16
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          Each DC Participant shall be entitled to receive commencing upon the
          first (1st) day of the month coincident with or next following the
          Termination Date the benefits provided for in Article 18.4.

5.10      Proof of Age

          Payment of annual income benefits to a retired DB Participant in this
          Supplemental Plan upon his retirement or to his Spouse shall not
          commence until satisfactory proof of age of such DB Participant or
          Spouse has been submitted in approved form. Should it be found at any
          time that an error has occurred in the reporting of an age, the
          retirement income payments shall be adjusted, if necessary, in
          accordance with the true age of the DB Participant or Spouse.

5.11      Other Terms and Conditions

          Subject to the provisions of Article 5.8 hereof, the Company shall
          have the right to set such other terms and conditions and to change
          them from time to time, as the Company may determine.

5.12      British Columbia Laws Govern

          This Supplemental Plan and all the rights and obligations hereunder
          construed shall be governed and determined by the laws of the Province
          of British Columbia.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         17
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ARTICLE 6 - DEFINED BENEFIT SEGMENT - RETIREMENT


6.1       Normal Retirement

          A DB Participant, who ceases to be employed by the Company upon
          attaining his Normal Retirement Date, shall become a retired DB
          Participant and shall be entitled to receive a retirement income from
          this Supplemental Plan, commencing on his Normal Retirement Date,
          equal to his Supplemental DB Benefit.

6.2       Early Retirement

          A DB Participant who has attained the age of fifty-five (55) years may
          elect early retirement in accordance with Article 2.3.2 of the Basic
          Plan. Providing that the Company has consented to his retirement for
          the purposes of this Supplemental Plan, the benefit payable,
          commencing on his Early Retirement Date, shall be his Supplemental DB
          Benefit.

          If the Company has not consented to the DB Participant's retirement,
          no benefit shall be payable under this Supplemental Plan.

          Company consent shall not be withheld provided that the DB Participant
          has given notice at least twelve (12) months prior to his intended
          Early Retirement Date and he remains employed throughout that twelve
          (12) month period. Company consent may be given to retirement after a
          notice period of less than twelve (12) months.

6.3       Postponed Retirement



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SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         18
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          A DB Participant may, upon the request of the Board of Directors,
          remain in active service with the Company after his Normal Retirement
          Date for a period to be agreed upon jointly by the DB Participant and
          the Company. In the event of the DB Participant's postponement of his
          retirement in accordance with this Article 6.3, he shall become a
          retired Participant on his Normal Retirement Date and his retirement
          income, determined as under Article 7.1, shall commence on his Normal
          Retirement Date, based on his Credited Service and Earnings up to his
          Normal Retirement Date.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         19
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ARTICLE 7 - DEFINED BENEFIT SEGMENT - AMOUNT OF RETIREMENT INCOME


7.1       Supplemental DB Benefit

          The Supplemental DB Benefit, if any, of a DB Participant, payable
          commencing on his Normal Retirement Date, shall be determined as (a)
          minus (b), where:

          (a)      is two percent (2.0%) of his Best Average Earnings multiplied
                   by his Credited Service, where Best Average Earnings and
                   Credited Service are each determined on his Normal Retirement
                   Date; and

          (b)      is his Basic Plan Offset.

          The Supplemental DB Benefit, if any, of a DB Participant, payable
          commencing on an Early Retirement Date shall be determined as (c)
          minus (d), where:

          (c)      is two percent (2.0%) of his Best Average Earnings multiplied
                   by his Credited Service, reduced by the Early Retirement
                   Reduction, if any, where Best Average Earnings and Credited
                   Service are each determined on his Early Retirement Date; and

          (d)      is his Basic Plan Offset.

7.2       Basic Plan Offset


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SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         20
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          The Basic Plan Offset on any Retirement Date in respect of a DB
          Participant who elects the Prescribed Optional Form of payment of his
          retirement income under the Basic Plan shall be the amount of
          retirement income payable to him under the Basic Plan on that
          Retirement Date. The Basic Plan Offset on any Retirement Date in
          respect of a DB Participant who either does not have a Spouse or does
          not elect the Prescribed Optional Form of payment of his retirement
          income under the Basic Plan shall be the amount of retirement income
          that would be payable to him under the Basic Plan on that Retirement
          Date if he had elected a life annuity, without guaranteed period, as
          permitted under Article 2.7.1 of the Basic Plan.

7.3       Early Retirement Reduction

          The Early Retirement Reduction applicable to the benefit of a DB
          Participant who retires on an Early Retirement Date shall be
          determined as one-quarter of 1% (0.25%) for each month, if any, by
          which the Retirement Date elected by the DB Participant precedes:

          (a)      his sixtieth (60th) birthday, if his birthday falls on the
                   first day of a month, or

          (b)      the first day of the month which next follows the month in
                   which his sixtieth (60th) birthday falls, otherwise.


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NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         21
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ARTICLE 8 - DEFINED BENEFIT SEGMENT - TOTAL AND PERMANENT DISABILITY


8.1       Accrual of Benefits

          During any period of Total and Permanent Disability, a DB Participant
          shall not receive retirement income under this Supplemental Plan, but
          shall be entitled to continue to accumulate Credited Service
          throughout the duration of his Total and Permanent Disability. It
          shall be assumed that such DB Participant's Earnings shall have
          continued, during the period of Total and Permanent Disability, at the
          same rate as was in effect immediately prior to the commencement of
          his Total and Permanent Disability, except that the amount of Eligible
          Incentive Compensation to be included in Earnings shall be determined
          as 50% of the average of the amounts of incentive compensation paid to
          the DB Participant in respect of the five complete fiscal years
          preceding the fiscal year in which Total and Permanent Disability
          occurs, or in respect of all complete fiscal years of the DB
          Participant's employment if he shall have been employed for less than
          five complete fiscal years prior to the fiscal year in which Total and
          Permanent Disability occurs, subject to the applicable limits
          regarding the DB Participant's target bonus as set out in Article
          2.1(k).

8.2       Death of Totally and Permanently Disabled Participant

          In the event of the death of a DB Participant during any period of
          Total and Permanent Disability, any death benefit payable shall be
          determined in accordance with Article 10 of this Supplemental Plan.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         22
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ARTICLE 9 - DEFINED BENEFIT SEGMENT - TERMINATION OF SERVICE


9.1       Termination of Service

          Notwithstanding any other provision of the Supplemental Plan, a DB
          Participant whose service with the Company is terminated prior to age
          fifty-five (55) for any reason other than Total and Permanent
          Disability shall not be entitled to any benefits under the
          Supplemental Plan.



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         23
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ARTICLE 10 - DEFINED BENEFIT SEGMENT - DEATH BENEFITS


10.1      Death of a DB Participant Prior to Normal Retirement Date

          No death benefits shall be payable under the Supplemental Plan in the
          event of death of a DB Participant prior to his Normal Retirement
          Date, other than those described in this Article 10.1.

          Upon the death of a DB Participant who has attained at least
          fifty-five (55) years of age, his Spouse shall be entitled to receive
          an annual income, payable in equal monthly instalments during her
          lifetime, equal to sixty percent (60%) of the retirement income which
          would have been payable to the DB Participant under the Supplemental
          Plan if:

          (a)      he had elected a Retirement Date of the first day of the
                   month which is coincident with or next following the date of
                   his death,

          (b)      the Company had granted its consent to his retirement on that
                   date, and

          (c)      he had elected the Prescribed Optional Form of payment of his
                   retirement income under the Basic Plan.

10.2      Death of a Retired DB Participant

          No death benefits shall be payable under this Supplemental Plan in the
          event of the death of a retired DB Participant unless the retired DB
          Participant has, prior to his retirement, elected the Prescribed
          Optional Form of payment of his entitlement under the Basic Plan.

          Upon the notification in writing to the Company of the death of a
          retired DB Participant who has made the required election as set out
          in the preceding


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         24
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          paragraph, there shall be paid to his Spouse, if any, provided that
          she is alive at the date of his death, monthly payments during her
          lifetime equal to 60% of the retirement income which the retired DB
          Participant is receiving under this Supplemental Plan.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         25
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ARTICLE 11 - DEFINED BENEFIT SEGMENT - PAYMENT OF RETIREMENT BENEFITS


11.1      General Provisions

          Upon retirement of a DB Participant, the Company shall pay to the DB
          Participant an annual Supplemental DB Benefit, calculated in
          accordance with the terms of the Supplemental Plan, payable in equal
          monthly instalments. The first payment of such retirement income shall
          be made as of his Retirement Date and subsequent monthly instalments
          shall be paid on the first day of each month.

11.2      Form of Retirement Income

          The form of retirement income under the Defined Benefit Segment of the
          Supplemental Plan shall be one that provides monthly retirement income
          payments payable during the retired DB Participant's lifetime.
          Benefits payable to the Spouse of a retired DB Participant, if any,
          shall be determined in accordance with Article 10.2.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         26
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ARTICLE 12 - DEFINED CONTRIBUTION SEGMENT - SUPPLEMENTAL DC ACCOUNT


12.1      Supplemental DC Account

          The Company shall establish and maintain a Supplemental DC Account for
          each DC Participant. The Supplemental DC Account shall be credited
          with DC Allocations in amounts and at the times specified in Article
          12.4, and shall be credited with Notional Investment Income, as
          described in Article 12.5. The Supplemental DC Account shall be paid
          in accordance with Article 18.

          The Company shall update the balance in the Supplemental DC Account of
          each DC Participant at the end of each calendar month, to reflect DC
          Allocations and Notional Investment Income for that month.

12.2      Transitional Provisions - Participants on January 1, 1994

          On January 1, 1995, there shall be credited to the Supplemental DC
          Account of any Participant who was a Participant on January 1, 1994
          and who elected, effective January 1, 1994, to participate in the
          defined contribution segment of the Basic Plan an Initial Account
          Value equal to the sum of (a) plus (b) plus (c) plus (d), where:

          (a)      is the Actuarial Value of the benefits accrued to the
                   Participant under the Supplemental Plan, in respect of
                   Credited Service prior to January 1, 1994, as determined by
                   the Actuary using assumptions approved by the Company;

          (b)      is 1994 investment credits on the amount described in
                   paragraph (a) computed monthly, for the first six months of
                   1994 at an annual rate of 7.5%, and for the last six months
                   of 1994 based on the percentage


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         27
--------------------------------------------------------------------------------


                   change in the value of the balanced fund pooled fund units
                   under the defined contribution segment of the Basic Plan;

          (c)      is 1994 DC Allocations determined in accordance with Article
                   12.4; and

          (d)      is 1994 investment credits on the 1994 DC Allocations at the
                   same monthly rates determined in accordance with (b) above.

12.3      Transitional Provisions - New Participants after January 1, 1994

          Effective on the date of his participation in the Supplemental Plan,
          there shall be credited to the Supplemental DC Account of a
          Participant, who becomes a Participant after January 1, 1994 and who
          immediately prior to his participation was a member of the defined
          contribution segment of the Basic Plan, an amount equal to 50% of the
          total account value of the Participant under the defined contribution
          segment of the Basic Plan on that date.

12.4      Allocations to Supplemental DC Account

          The Company shall make DC Allocations to the Supplemental DC Account
          of each Participant on the last day of each month. The DC Allocations
          shall be determined as 12% of Earnings less contributions which the
          Company makes to the defined contribution segment of the Basic Plan in
          respect of the Participant.

          Allocations which are based on Eligible Incentive Compensation in
          respect of a fiscal year shall be credited to the Supplemental DC
          Account on the last day of September of the fiscal year following the
          fiscal year to which they are attributable.



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         28
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          Allocations which are based on Eligible Incentive Compensation which
          has been carried forward from previous fiscal years shall be credited
          to the Supplemental DC Account on the last day of September of the
          fiscal year following the first fiscal year to which it may be
          allocated as set out in Article 2.1(k).


12.5      Notional Investment Income

          Notional Investment Income shall be credited each month to the
          Supplemental DC Account of each Participant. Such investment income
          may either be a positive or negative amount and shall be based on the
          change in the month end unit value of the balanced fund investment
          option under the defined contribution segment of the Basic Plan, and
          this change in unit value shall be applied to the balance of the
          Participant's Supplemental DC Account at the preceding month end.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         29
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ARTICLE 13 - DEFINED CONTRIBUTION SEGMENT - VESTING


13.1      Vesting Provisions

          A DC Participant will be 100% vested in the amount in his Supplemental
          DC Account provided that he either has completed five years of
          participation in the Supplemental Plan, or has attained age 55.

          Notwithstanding the foregoing, in the event of his death while
          employed by the Company and prior to retirement, a DC Participant will
          be 100% vested in the amount in his Supplemental DC Account.



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         30
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ARTICLE 14 - DEFINED CONTRIBUTION SEGMENT - RETIREMENT


14.1      Normal Retirement

          A DC Participant who ceases to be employed by the Company upon
          attaining his Normal Retirement Date shall become a retired DC
          Participant and shall be entitled to commence to receive benefits in
          accordance with Article 18.

14.2      Early Retirement

          A DC Participant who has attained the age of fifty-five (55) years may
          elect to retire on the first day of any month and commence to receive
          benefits in accordance with Article 18 provided that the Company has
          consented to his early retirement.

          Company consent shall not be withheld provided that the DC Participant
          has given notice at least twelve (12) months prior to his intended
          Early Retirement Date and he remains employed throughout that twelve
          (12) month period. Company consent may be given to retirement after a
          notice period of less than twelve (12) months. In the event the DC
          Participant does not receive Company consent after providing
          insufficient notice, the DC Participant's Early Retirement Date for
          purposes of the Supplemental Plan shall be adjusted and shall be the
          first day of the month next following the date as of which twelve (12)
          months notice would have been provided.

14.3      Postponed Retirement

          A DC Participant may, upon the request of the Board of Directors,
          remain in active service with the Company after his Normal Retirement
          Date for a period to be agreed upon jointly by the DC Participant and
          the Company. In the event of the DC Participant's postponement of his
          retirement in accordance


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         31
--------------------------------------------------------------------------------


          with this Article 14.3, he shall become a retired Participant on his
          Normal Retirement Date, and he shall commence to receive benefits in
          accordance with Article 18.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         32
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ARTICLE 15 - DEFINED CONTRIBUTION SEGMENT - TOTAL AND PERMANENT DISABILITY


15.1      Accrual of Benefits

          During any period of Total and Permanent Disability, a DC Participant
          shall not receive retirement income under this Supplemental Plan, but
          shall be entitled to continue to accumulate DC Allocations throughout
          the duration of his Total and Permanent Disability. It shall be
          assumed that such DC Participant's Earnings shall have continued,
          during the period of Total and Permanent Disability, at the same rate
          as was in effect immediately prior to the commencement of his Total
          and Permanent Disability, except that the amount of Eligible Incentive
          Compensation to be included in Earnings shall be determined as 50% of
          the average of the amounts of incentive compensation paid to the DC
          Participant in respect of the five complete fiscal years preceding the
          fiscal year in which Total and Permanent Disability occurs, or in
          respect of all complete fiscal years of the DC Participant's
          employment if he shall have been employed for less than five complete
          fiscal years prior to the fiscal year in which Total and Permanent
          Disability occurs, subject to the applicable limits regarding the DC
          Participant's target bonus as set out in Article 2.1(k).

15.2      Death of Totally and Permanently Disabled Participant

          In the event of the death of a DC Participant during any period of
          Total and Permanent Disability, any death benefit payable shall be
          determined in accordance with Article 17 of this Supplemental Plan.



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         33
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ARTICLE 16 - DEFINED CONTRIBUTION SEGMENT - TERMINATION OF EMPLOYMENT


16.1      Non-Vested Termination of Employment

          A DC Participant whose service with the Company is terminated for any
          reason other than Total and Permanent Disability prior to satisfaction
          of the vesting requirement specified in Article 13.1 shall not be
          entitled to any benefits from the Supplemental Plan.

16.2      Vested Termination of Employment Prior to Age 55

          A DC Participant whose service with the Company is terminated for any
          reason other than Total and Permanent Disability after satisfying the
          vesting requirement specified in Article 13.1 but prior to age 55
          shall be entitled to termination benefits in accordance with Article
          18.2.

16.3      Vested Termination of Employment After Age 55

          A DC Participant whose service with the Company is terminated for any
          reason other than Total and Permanent Disability after age 55 and
          before his Normal Retirement Date shall be entitled to early
          retirement benefits as provided in Article 18.1.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         34
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ARTICLE 17 - DEFINED CONTRIBUTION SEGMENT - DEATH BENEFITS


17.1      Death of a DC Participant Prior to Retirement

          Upon the death of a DC Participant prior to his attaining a Retirement
          Date, his Spouse, or if there is no Spouse, his Beneficiary shall be
          entitled to receive, in a lump sum on the last day of the calendar
          month in which the Participant died, the full amount of the DC
          Participant's Supplemental DC Account as of that last day of the month
          in which the Participant died.

17.2      Death of a DC Participant After Retirement

          Upon the death of a DC Participant after attaining a Retirement Date,
          but before receiving all amounts payable in accordance with Article
          18, his Spouse, or if there is no Spouse, his Beneficiary shall be
          entitled to receive the present value of the remaining instalments,
          determined in accordance with Article 18.3.


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         35
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ARTICLE 18 - DEFINED CONTRIBUTION SEGMENT - AMOUNT AND FORM OF BENEFITS PAYABLE


18.1      Amount and Form of Benefit - Retirement

          If a DC Participant retires on a Normal Retirement Date or Early
          Retirement Date, the balance in his Supplemental DC Account as of his
          Retirement Date shall be distributed as follows:

          (a)      on his Retirement Date, the maximum retiring allowance, as
                   that term is defined in Section 248(1) of the Income Tax Act,
                   that may be transferred tax-free to a registered retirement
                   savings plan under Section 60(j.1) of the Income Tax Act

          (b)      on the first anniversary of this Retirement Date, and on each
                   of the subsequent nine anniversaries of his Retirement Date,
                   an annual payment such that the present value of the ten
                   equal instalments is equal to the excess of the balance in
                   his Supplemental DC Account as of his Retirement Date over
                   the amount paid under Article 18(1)(a) above. Such present
                   value shall be determined based on a rate of discount equal
                   to the average yield on Government of Canada marketable 5-10
                   year bonds (CANSIM Series B-113866) for all weeks of the
                   calendar month preceding the date of retirement, rounded to
                   the next higher multiple of one quarter percent (1/4%).

18.2      Amount and Form of Benefit - Termination



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         36
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          If a DC Participant terminates employment prior to age 55 with
          entitlement to a benefit in accordance with Article 16.2, the balance
          of his Supplemental DC Account at the end of the month in which his
          termination date falls shall be distributed in accordance with Article
          18.1, with the first day of the month following his termination date
          being substituted for his Retirement Date therein.

18.3      Amount of Benefit Payable on Death After Retirement

          If a DC Participant, who has retired and commenced to receive annual
          instalments in accordance with Article 18.1, should die prior to
          receiving his full entitlement of ten (10) annual instalments, his
          Spouse or if there is no Spouse, his Beneficiary shall be entitled to
          receive a lump sum payment equal to the present value as of the date
          of death of the remaining instalments. Such present value shall be
          determined based on a rate of discount equal to:

          (a)      if there are three (3) or less instalments remaining to be
                   paid, the average yield on Government of Canada marketable
                   1-3 year bonds (CANSIM Series B-133864) for all weeks of the
                   calendar month during which the date of death falls, rounded
                   to the next higher multiple of one-quarter percent (1/4%).

          (b)      if there are four (4), five (5) or six (6) instalments
                   remaining to be paid, the average yield on Government of
                   Canada marketable 3-5 year bonds (CANSIM Series B-133865) for
                   all weeks of the calendar month during which the date of
                   death falls, rounded to the next higher multiple of
                   one-quarter percent (1/4%).

          (c)      if there are seven (7), eight (8), nine (9) or ten (10)
                   instalments remaining to be paid, the average yield on
                   Government of Canada marketable 5-10 year bonds (CANSIM
                   Series B-133866) for all weeks of


<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         37
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          the calendar month during which the date of death falls, rounded to
          the next higher multiple of one-quarter percent (1/4%).


18.4      Amount of Benefit Following Termination of the Plan

          Upon termination of the Supplemental Plan, a DC Participant whose
          benefits have not commenced to be paid shall be entitled to the full
          balance in his Supplemental DC Account as of the Termination Date. A
          DC Participant who has commenced to receive benefits as a result of
          retirement or termination of employment prior to the Termination Date
          shall be entitled to a lump sum payment equal to the amount that would
          be payable to his Spouse or Beneficiary in accordance with Article
          18.3, as if the DC Participant had died on the Termination Date of the
          Supplemental Plan.



<PAGE>


NORSKE SKOG CANADA LIMITED
SUPPLEMENTAL RETIREMENT PLAN
FOR SENIOR EXECUTIVES                                                         38
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APPENDIX A

                 LIST OF PARTICIPANTS WITH CREDITED SERVICE WITH
                      ORGANIZATIONS OTHER THAN THE COMPANY

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------

        NAME             CREDITED SERVICE INCLUDES SERVICE WITH    BASIC PLAN OFFSET INCLUDES BENEFITS UNDER
                                THE FOLLOWING COMPANIES                   THE FOLLOWING PENSION PLANS
---------------------------------------------------------------------------------------------------------------
<S>                     <C>                                       <C>
J.E. Longley            Fletcher Challenge Limited                None


J.M. Stenstrom          Norsk Pacific Steamship Company Limited   Fletcher Challenge Paper Company and Norsk
                                                                  Pacific Steamship Company Limited Pension
                                                                  Plan


A.C. Wallace            Blandin Paper Company                     Blandin Paper Company Salaried Employees
                                                                  Retirement Plan
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>