Prepared by MerrillDirect







LOUISIANA-PACIFIC
CORPORATION

EXECUTIVE LOAN PROGRAM


As Amended and Restated November
24, 2000


1.     Purpose.  To provide loans to company executives for the purchase by them
of shares of company stock.  Such
purchases shall be of shares of treasury stock held by the company.


2.     Covered Executives.  (a) The CEO, all Vice Presidents and all
other employees who are “executive officers” of the company under Section 16 of
the Securities Exchange Act of 1934, 
(b) Business Team Leaders and (c) other executives as designated by the
CEO.


3.     Loan Amount.  Equal to the total cost of the shares of company stock purchased
in one transaction by the executive from the company during the 60-day period
following the effective date of this Executive Loan Program (the "Loan Program")
for such executive. The loan shall be made upon written notification to the
company by the executive of the number of shares he or she desires to
purchase.  Such shares shall be sold to
the executive on the date such notification is received by the company at a
price equal to the closing price of company stock on the New York Stock
Exchange (NYSE) on such date or, if there is no trading on the NYSE on such
date, the next preceding day on which there was such trading, and the necessary
loan documents for the loan in an amount equal to the cost of such shares shall
be executed by the parties as of such date.


4.     Maximum Loan Amount.  Three (3) times an executive’s  annual base pay as of the effective date of
the Loan Program for such executive.


5.     Minimum Purchase and Loan.  To qualify for the loan, the executive must
purchase a minimum of 10,000 shares of company stock.


6.     Maximum Total Loans.  The lesser of $20 million or 1.7 million
shares of company stock.


7.     Interest on Loan.  The interest rate shall be the lowest
prevailing rate that will avoid imputed interest under Section 7872 of the
Internal Revenue Code.





8.     Accrued Interest.  Annual accrued interest shall be added to
the principal amount each year and shall be paid when the principal amount becomes
due.


9.     Term of Loan.  Six years following the expiration of the 60-day period referred
to in paragraph 3 above, except five years following the expiration of such
60-day period for those executives who become covered executives on or after
November 24, 2000, unless earlier terminated as provided below.


10.   Security.  Loans shall be unsecured.


11.   Termination of Employment.  The outstanding amount of principal and
accrued interest under the loan shall be paid within 30 days following an
executive’s resignation or involuntary termination of employment.


12.   Loan Forgiveness.  The provisions of this Paragraph 12 apply to those executives
with outstanding loans under the Loan Program on or after November 24, 2000.


        (a)    Length of Service Forgiveness.  If the executive remains continuously
employed by the company until January 23, 2004, January 23, 2005 or January 23,
2006 ("Applicable Forgiveness Dates”), the following percentages of the
original loan principal amount and the amount of accrued interest as of such
date shall be forgiven:



	

 Applicable



Forgiveness Date

  
  

  


  	

Original Loan



Principal
  Forgiveness

  
  

  


  	

Accrued Loan



Interest
  Forgiveness

  
  

  


  
	 

  	 

  	 

  
	

January 23, 2004

  	

50
  percent

  	

-0-

  
	

January 23, 2005

  	

25
  percent

  	

50
  percent

  
	

January 23, 2006

  	

25
  percent

  	

100
  percent

  



In the event that, after January 23, 2001 and
before January 23, 2006, the executive terminates employment with the company
by reason of death, disability or involuntary termination by the company
without cause, the executive shall be forgiven a prorated amount of the loan
principal and accrued interest forgiveness percentages set forth above based
upon his actual period of employment by the company during the period January
23, 2001 (or his last Applicable Forgiveness Date, if later) to the next
Applicable Forgiveness Date following such 






termination. 
The provisions of paragraph 11 of the Loan Program shall apply to the
remaining unforgiven loan principal and accrued interest amounts.



        (b)    Stock Price Forgiveness.  In addition to any loan principal and interest
forgiveness provided under paragraph 12(a) above based upon length of service,
if the company stock has traded on the NYSE at or above the price per share
("Price") set forth below (to be appropriately adjusted for any stock
dividends or splits or recapitalizations that hereafter occur) for at least
five consecutive trading days during the 12-month period immediately preceding
an Applicable Forgiveness Date on which the executive remains employed by the
company, the following additional percentages of the original loan principal
amount and the amount of accrued interest as of such date shall be forgiven:



	

Applicable

  Forgiveness Date

  
  

  


  	

Price

  
  

  


  	

Additional
  

  Original Loan
  

  Principal Forgiveness

  
  

  


  	

Additional
  

  Accrued Interest 

  Forgiveness

  
  

  


  
	

January 23, 2004

  	

$16.00

  	

25
  percent

  	

50
  percent

  
	 

  	

20.00

  	

50
  percent

  	

100
  percent

  
	

 January 23, 2005

  	

18.00

  	

25
  percent

  	

50
  percent

  



        (c)    Change In Control.  In the event of a Change in Control prior to
January 23, 2006, the executive shall be forgiven the amount of original
principal and the amount of accrued interest equal to the amount he would be
forgiven under paragraph 12(a) above had he had a termination of employment
described therein on the date of the Change in Control.  Following the date of such Change in Control
there shall be no further loan principal or accrued interest forgiveness under
this paragraph 12.  The term
"Change in Control" shall, for purposes of this paragraph 12, have
the same meaning as set forth in Section 2.5 of the Louisiana-Pacific
Corporation Executive Deferred Compensation Plan as amended and restated
September 1, 2000.



        (d)    Stock Ownership.  Notwithstanding paragraphs (a), (b) and (c)
above, no amount of loan principal or interest shall be forgiven on a
forgiveness date if the executive no longer owns on such date, directly or
beneficially, all of the shares of company stock originally purchased under the
Loan Program.



14.  Loan Forgiveness - Income
Taxes.   In the event of loan forgiveness under Paragraph 12 above, the
executive shall be required to make arrangements satisfactory to the company
for payment of all withholding and payroll taxes due in connection with 





such
forgiveness.  At the option of the
executive, or at the option of the company if no other arrangement  for tax payment by the executive is made,
income and other taxes that become payable by the executive with respect to
such loan forgiveness and which are required to be withheld and paid over by
the company may be satisfied by the transfer by the executive to the company of
shares of company stock purchased under the Loan Program equal in fair market
value to the amount of the tax obligation.


15.  Dividends.  Dividends paid on company stock that is subject to a loan under
the Loan Program shall be paid to the executive.  Shares issued as a result of a stock dividend or split or
recapitalization shall be issued in the name of the executive and held pursuant
to the custody agreement referred to in Paragraph 15 below.


16.
Loan
Documents.  As a
condition of receiving the loan or any extension thereof, the executive shall
execute a promissory note and such other agreements as may be required by the
company including, subject to applicable law, a custody agreement with respect
to the stock purchased under the Loan Program and agreement authorizing the
company to deduct any loan amount due and payable from any amounts owed by the
company to the executive as compensation or otherwise.


17.  Securities Laws.  Purchases and sales of company stock
pursuant to the Loan Program shall comply in all respects to federal and state
securities laws and L-P’s policies on insider trading.


18.  Effective Date.  The Loan Program is effective November 24,
1999 as to executives who are covered executives under Paragraph 2 above during
the period November 24, 1999 to January 23, 2000.  The Loan Program is effective November 24, 2000 for all other
executives who are covered executives under Paragraph 2 above during the period
November 24, 2000 to January 23, 2001.