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                                                                    Exhibit 15.4

                          WESTERN FOREST PRODUCTS INC.

             MANAGEMENT RESOURCES AND COMPENSATION COMMITTEE CHARTER

1.    PURPOSE

      The Board of Directors (the "Board") of Western Forest Products Inc. (the
      "Corporation") has established a Management Resources and Compensation
      Committee (the "Committee") to assist the Board in the following areas:

      (a)   appointing and compensating executive officers and approving
            succession plans for executive officers;

      (b)   approving and reporting to the Board respecting the Corporation's
            human resources policies for executive officers; and

      (c)   overseeing the administration of the Corporation's compensation and
            benefits plans.

2.    MEMBERS

      Committee members, including the Committee Chair, shall be appointed
      annually by the Board based on recommendations of the Nominating and
      Corporate Governance Committee and shall consist of at least three (3)
      members of the Board who meet the independence requirements of "National
      Policy 58-201 - Corporate Governance Guidelines".

3.    DUTIES

      The Committee shall have the following duties:

      (a)   Recommending to the Board persons to be appointed as the executive
            officers of the Corporation.

      (b)   Reviewing matters relating to the performance of the executive
            officers of the Corporation and, where applicable, succession to the
            executive officers of the Corporation and making recommendations to
            the Board in respect of such matters as may appear appropriate to
            the Committee. The Committee shall report to the Board at least
            annually on succession planning for executive officers of the
            Corporation.

      (c)   Reviewing and approving corporate goals and objectives relevant to
            compensation of the Corporation's Chief Executive Officer ("CEO"),
            evaluating the CEO's performance in light of those corporate goals
            and objectives, and making recommendations to the Board with respect
            to the CEO's compensation level based on this evaluation.

      (d)   Reviewing compensation policies applicable to other executive
            officers and other senior management personnel of the Corporation
            and reviewing and approving the compensation of the corporation's
            executive officers (except for the CEO, where the Committee will
            only make a recommendation to the Board regarding compensation).

      (e)   Overseeing annual preparation and recommendation to the Board of the
            Report on Executive Compensation set forth in the Management Proxy
            Circular.

      (f)   Reviewing the terms of all benefit, incentive and other compensation
            plans for executive officers and other senior management personnel
            of the Corporation, including, bonus plans, stock option plans and
            profit sharing plans, and any amendments thereto, and recommending
            to the Board the establishment, review and approval of amendments
            from time to time to such plans, as the Committee may deem
            appropriate.

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      (g)   Recommending to the Board, or approving of, those officers,
            employees or classes of employees to be designated as eligible for
            participation in any benefit, incentive, compensation or other
            benefit plan, and the terms of such participation.

      (h)   Reviewing the terms and conditions of all retirement pension plans
            of the Corporation (both pension plans and retirement savings
            plans), including overseeing the financial performance of the funds
            under such plans and making appropriate changes to fund management.

      (i)   Pension Plan Responsibilities:

            -     Review and recommend to the Board the establishment of and any
                  material changes to any executive pension plan;

            -     Review and recommend to the Board the establishment of and any
                  material changes to any registered pension plans, including
                  any supplementary pension plan;

            -     Review and approve the appointment of the actuary for the
                  (actuarial) management of the pension and supplementary
                  pension plans;

            -     Meet annually with the Audit Committee to jointly review and
                  assess management's reports on pension plan oversight; and

            -     Review management controls and processes with respect to the
                  administration of all pension and supplementary pension plans
                  and compliance with applicable legislation. Confirm with
                  management that an actuarial valuation of the plans' assets
                  and liabilities is completed no less frequently than as
                  required by law.

      (j)   Reviewing and recommending to the Board for approval the
            establishment of any employee incentive or share plan, and, where
            applicable, overseeing the administration of such incentive plan.

4.    CHAIR

      The Board will in each year appoint the Chair of the Committee from among
      the members of the Committee. In the Chair's absence, or if the position
      is vacant, the Committee may select another member as Chair. The Chair
      will have the right to exercise all powers of the Committee between
      meetings but will attempt to involve all other members as appropriate
      prior to the exercise of any powers and will, in any event, advise all
      other members of any decisions made or powers exercised.

5.    MEETINGS

      The Committee will meet at the request of its Chair, but in any event it
      will meet when required to consider matters referred to it by the Board.
      Notices calling meetings will be sent to all Committee members, to the CEO
      of the Corporation, to the Chair of the Board and to all other directors.
      The Chair of the Committee shall develop and set the Committee's agenda,
      in consultation with the other members of the Committee. Each member of
      the Committee is free to suggest the inclusion of items on the agenda. The
      agenda and information concerning the business to be conducted at each
      Committee meeting shall be distributed to the members of the Committee in
      advance of each meeting to permit meaningful review.

6.    QUORUM

      A majority of members of the Committee, present in person, by
      teleconference, or by videoconference, will constitute a quorum.

7.    REMOVAL AND VACANCY

      A member may resign from the Committee, and may also be removed and
      replaced at any time by the Board, and will automatically cease to be a
      member as soon as the member ceases to be a director. The Board will fill
      vacancies in the Committee by appointment from among the directors of the
      Board in accordance with Section 2 of this Charter. Subject to quorum
      requirements, if a vacancy exists on the Committee, the remaining members
      will exercise all its powers.

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8.    EXPERTS AND ADVISORS

      In order to carry out its duties, the Committee may retain or appoint, at
      the Corporation's expense, such independent counsel and other experts and
      advisors as it deems necessary. The Committee shall provide notice to the
      Nominating and Corporate Governance Committee of its actions in this
      regard.

9.    ACCESS

      The Committee may have access to and direct contact with any employee,
      contractor, supplier, customer or other person that is engaged in any
      business relationship with the Corporation to confirm information or to
      investigate any matter within the mandate of the Committee.

10.   SECRETARY AND MINUTES

      The Chair of the Committee shall appoint a secretary for each meeting to
      keep minutes of such meeting. The minutes of the Committee will be in
      writing and duly entered into the books of the Corporation. The minutes of
      the Committee will be circulated to all members of the Board, redacted as
      may be determined necessary by the Chair to remove any sensitive personnel
      information not otherwise material to the Board.

11.   GENERAL

      Committee shall review and reassess the adequacy of this Charter annually
      and recommend any proposed changes to the Board for approval.

Dated as of May 6, 2005