**Exhibit 3.3**

**AMENDED**

**CERTIFICATE OF DESIGNATIONS**

**of**

**SERIES A JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK**

**of**

**LOUISIANA-PACIFICCORPORATION**

**(Pursuant to Section 151 of the**

**Delaware General Corporation Law)**

Louisiana-Pacific Corporation, a corporation organized andexisting under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that: 

(i) the Board of Directors of the Corporation, pursuant to authority granted to and vested in the Board of Directors of the Corporation, in accordance with the provisions of the Restated Certificate of Incorporation,has previously designated the relative rights, preferences and limitations of the Corporation’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, the certificate of designations relating to which has been dulyexecuted, acknowledged and filed and has become effective in accordance with Section 103 of the General Corporation Law; 

(ii) no shares of the Corporation’s Series A Participating Cumulative Preferred Stock, par value $1.00 per share, have been issued as of the date hereof; and 

(iii) the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the GeneralCorporation Law at a meeting duly called and held July 25, 1998: 

RESOLVED, that pursuant to the authority granted to and vested inthe Board of Directors of the Corporation (hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Restated Certificate of Incorporation, the Board of Directors herebyamends the certificate of designations for the Corporation’s Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation andnumber of shares, and fixes the relative rights, preferences, and limitations thereof as follows: 

Series A Junior Participating CumulativePreferred Stock: 

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A JuniorParticipating Cumulative Preferred Stock” (the “Series A Preferred Stock”) and the 

number of shares constituting the Series A Preferred Stock shall be 2,000,000. Such number of shares may be increased or decreased by resolution of the Boardof Directors; provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstandingoptions, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock. 

Section 2. Dividends and Distributions. 

(A) Subject to the rights of the holders of any sharesof any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value$1.00 per share (the “Common Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterlydividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Dateafter the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter setforth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or asubdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date,since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after June 6, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, oreffect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, thenin each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, thenumerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Sectionimmediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stockduring the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly DividendPayment Date. 

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from theQuarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first 

 

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Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date ofissue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in eitherof which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less thanthe total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determinationof holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof. 

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: 

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 100votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after June 6, 1998 declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect asubdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in eachsuch case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of sharesof Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 

(B) Except as otherwise provided herein, in any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law,the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote ofstockholders of the Corporation. 

(C) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stockshall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. 

Section 4. Certain Restrictions. 

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock, as provided in Section 2, are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether ornot declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: 

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; 

 

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(ii) declare or pay dividends, or make any other distributions, on any shares of stockranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable orin arrears in proportion to the total amounts to which the holders of all such shares are then entitled; 

(iii) redeem orpurchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem,purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares ofstock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board ofDirectors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respectiveseries or classes. 

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire forconsideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. 

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any mannerwhatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stocksubject to the conditions and restrictions on issuance set forth herein, in the Restated Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required bylaw. 

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, nodistribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series APreferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, provided that the holders of shares of Series APreferred Stock shall be entitled to receive an 

 

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aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed pershare to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions maderatably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at anytime declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividendin shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the provisoin clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior to such event. 

Section 7. Consolidation, Merger, etc.In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any suchcase each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock,securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay any dividend on the CommonStock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater orlesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction,the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. 

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. 

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior toall series of any other class of the Corporation’s Preferred Stock. 

Section 10. Amendment. The Restated Certificate ofIncorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of theholders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class. 

 

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IN WITNESS WHEREOF, this Amended Certificate of Designations is executed on behalf of the Corporation byits Chairman of the Board and attested by its Secretary this 25th day of July, 1998. 

 
/s/ Mark A. SuwynChairman of the Board
 
Attest:/s/ Anton C. KirchhofSecretary
 

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