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                                                                     EXHIBIT 4.5

                         WESTERN FOREST PRODUCTS LIMITED

                               SUPPLEMENTARY PLAN
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                        WESTERN FOREST PRODUCTS LIMITED

                          SUPPLEMENTARY RETIREMENT PLAN

                                  DECEMBER 1988

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                                    ARTICLE 1

                                  INTRODUCTION

1.1   NAME OF THE PLAN

      This is the "Western Forest Products Limited Supplementary Retirement
      Plan" for designated employees of Western Forest Products Limited and
      Western Pulp Inc.

1.2   PURPOSE OF THE PLAN

      This Supplementary Plan provides a pension supplement to Participants to
      provide the same retirement income ratio to Final Average Earnings as a
      Participant would receive from the Pension Plan if there was no maximum
      pension limitation. Benefits provided by the Supplementary Plan are in
      addition to and integrated with the benefits provided under the Western
      Forest Products Limited Retirement Plan for Salaried Employees.

1.3   ADMINISTRATION OF THE PLAN

      The Western Forest Products Limited Pension Committee shall be responsible
      for the overall operation and administration of the Supplementary Plan.

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                                   ARTICLE 2

                                  DEFINITIONS

2.1   DEFINITIONS

      Wherever used in this Supplementary Plan, the words commencing with a
      capital letter have the meaning ascribed to them in Section 2 of the
      Pension Plan, unless otherwise defined in this subsection:

      (a)   "Early Retirement Reduction" shall have the meaning ascribed to it
            in Article 6.3.

      (b)   "Participant" shall mean an Employee who is designated to
            participate in the Supplementary Plan by virtue of the provisions of
            Article 3.

      (c)   "Pension Plan" shall mean the Western Forest Products Limited
            Retirement Plan for Salaried Employees.

      (d)   "Pension Plan Offset" shall mean the amount determined in accordance
            with Article 6.2.

      (e)   "Supplementary Pension" shall have the meaning ascribed to it in
            Article 6.1.

      (f)   "Supplementary Plan" shall mean the Western Forest Products Limited
            Supplementary Retirement Plan, as amended from time to time.

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2.2   COMMON REFERENCES

      For the purposes of this Supplementary 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.

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                                    ARTICLE 3

                                  PARTICIPATION

3.1   PARTICIPATION

      Each employee who is designated by the Board of Directors of the Company
      to be a Participant will become a Participant of the Supplementary Plan
      with effect as of the date of such designation, provided he signifies his
      agreement to participate.

3.2   DURATION

      A Participant shall continue to participate in the Supplementary Plan
      until the earliest of his date of death, early retirement date, Normal
      Retirement Date or, if he should cease to be an Employee before reaching
      age 55, his employment with the Company is otherwise terminated.
      Participation shall continue through any period of disability.

3.3   COMMUNICATION

      Each Participant will be provided with a copy of the provisions of the
      Supplementary Plan, together with a general description of the
      Supplementary Plan, including an explanation of the co-ordination of
      benefits under the Supplementary Plan and the Pension Plan. The general
      description shall not have any effect on the rights or obligations of any
      person under the Supplementary Plan and shall not be referred to in
      determining the meaning of any provision of the Supplementary 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 Supplementary Plan.

3.4   EMPLOYMENT

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

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                                   ARTICLE 4

                                 CONTRIBUTIONS

4.1   CONTRIBUTIONS BY PARTICIPANTS

      A Participant is not permitted to make any contributions to the
      Supplementary Plan.

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                                    ARTICLE 5

                                   RETIREMENT

5.1   NORMAL RETIREMENT

      A Participant, who ceases to be employed by the Company upon attaining his
      Normal Retirement Date, shall become a retired Participant and shall be
      entitled to receive a Supplementary Pension.

5.2   EARLY RETIREMENT

      A Participant may retire early as permitted in the Pension Plan. Providing
      that the Company has consented to his retirement for the purposes of this
      Supplementary Plan, the benefit payable, commencing on his Early
      Retirement Date, shall be his Supplementary Pension.

      If the Company has not consented to the Participant's retirement, no
      benefit shall be payable under this Supplementary Plan until expiry of
      twelve (12) months from the Early Retirement Date.

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

5.3   POSTPONED RETIREMENT

      A Participant may, upon the request of the Company, remain in active
      service with the Company after his Normal Retirement Date for a period to
      be agreed upon jointly by the Participant and the Company. If a
      Participant continues to work for the Company after his retirement in
      accordance with this Article 5.3, he shall become a retired Participant on
      his Normal Retirement Date and his retirement income shall be determined
      and shall commence as provided in Article 5.1 or 5.2, based on his
      Credited Service up to his Normal Retirement Date.

5.4   CESSATION OF BUSINESS

      If the Company should cease business, all Participants aged 55 or older
      who have not retired shall be deemed to have retired with the Company's
      consent on the business cessation date and no Early Retirement Reduction
      shall be applied in calculating their Supplementary Pensions. Participants
      who are Employees, but have not reached

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      age 55, on such date shall have the vested right to a Supplementary
      Pension, payable at age 55, calculated on the basis of earnings and
      service to the date of business cessation.

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                                    ARTICLE 6

                           AMOUNT OF RETIREMENT INCOME

6.1   SUPPLEMENTARY PENSION

      The Supplementary Pension, of a Participant, payable commencing on his
      retirement date, shall be the result of (a) minus (b), where:

      (a)   is the pension that would be payable pursuant to the Pension Plan if
            the maximum pension restriction was not applied; and

      (b)   is his Pension Plan Offset.

6.2   PENSION PLAN OFFSET

      The Pension Plan Offset shall be the pension that would be payable to the
      Participant from the Pension Plan on the retirement date, if a life
      pension, with a sixty (60) month minimum guaranteed period was chosen.

6.3   EARLY RETIREMENT REDUCTION

      The Early Retirement Reduction applicable to the Supplementary Pension of
      a Participant who retires on an early retirement date shall be determined
      as one-quarter of 1% (0.25%) for each month, if any, that the retirement
      date elected by the Participant precedes the first day of the month
      coincident with or next following the Participant's sixtieth birthday,
      except that no Early Retirement Reduction shall be applicable to a
      Supplementary Pension if there has been no adjustment for early retirement
      to the Participant's pension from the Pension Plan.

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                                    ARTICLE 7

                             SUPPLEMENTARY PENSIONS

7.1   GENERAL

      Upon his retirement, the Company shall pay to a Participant his annual
      Supplementary Pension in equal monthly installments. The first payment
      shall be made as of his retirement date and subsequent payments be made on
      the first day of each month.

7.2   SECURITY

      The Company may appoint a Canadian Trust Company to be the Supplementary
      Plan trustee and may create a trust fund or establish a letter of credit
      facility to be delivered to the trustee in order to secure the payment of
      Plan benefits should the Company be unable to or fail to pay them.

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                                    ARTICLE 8

                             TERMINATION OF SERVICE

8.1   TERMINATION OF SERVICE

      A Participant whose service with the Company is terminated prior to age
      fifty-five (55) for any reason other than disability or voluntary or
      involuntary cessation of business by the Company shall not be entitled to
      any benefits under the Supplemental Plan.

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                                    ARTICLE 9

                                 DEATH BENEFITS

9.1   DEATH PRIOR TO RETIREMENT

      The benefits payable under the Supplementary Plan on the death of a
      Participant before or after retirement shall be calculated and paid as
      provided for the death of a Member of the Pension Plan, as if the
      Supplementary Pension is the same as the pension benefit provided by the
      Pension Plan.

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                                   ARTICLE 10

                                 MISCELLANEOUS

10.1  ADMINISTRATION

      The Company will administer the Supplementary Plan and shall determine all
      questions regarding length of service, eligibility, retirements,
      reinstatements, the amounts to be credited as earnings and shall,
      consistent with the provisions of the Supplementary Plan and any Trust
      Agreement established for the Supplementary Plan, interpret and apply the
      intent of the Supplementary Plan. The Company may delegate some or all of
      its responsibilities to one or more persons or to a committee.

10.2  VARIANCE

      In carrying out the administration of the Supplementary Plan, the Company
      is empowered, if it believes such action to be warranted, to vary the
      terms and conditions of the Supplementary Plan to the extent 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.

10.3  ACTUARY

      The Company shall have the aid and assistance of an Actuary who shall make
      actuarial valuations with respect to the operation and administration of
      the Supplementary Plan.

10.4  LIABILITY

      The Company shall be entitled to rely upon all recommendations made by the
      Actuary and upon any legal opinions delivered by legal counsel selected by
      the Company. The Company shall not be liable for action taken by it in
      good faith in reliance upon the Actuary or legal counsel.

10.5  EXPENSES

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

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10.6  NON-ALIENATION OF BENEFITS

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

10.7  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
      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.

10.8  AMENDMENT

      The Company reserves the right to amend, modify or terminate this
      Supplementary 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 Supplementary 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 Supplementary 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 Supplementary Plan.

      However, no amendment, modification, termination or merger will:

      (a)   cause a reduction in the amount or affect adversely the payment of
            any Supplementary Pension to any retired Participant theretofore
            retired under this Supplementary Plan, or

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      (b)   cause a reduction in or affect adversely the payment of any
            Supplementary Pension to a Spouse; or

      (c)   cause a reduction in benefits of any Participant at the date
            thereof.

10.9  PROOF OF AGE

      Payment of a Supplementary Pension to a retired Participant shall not
      commence until satisfactory proof of age has been submitted.

10.10 HEADINGS

      The insertion of headings is for convenience and reference only and shall
      not affect the construction or interpretation of this Plan.

10.11 LAWS

      The Plan shall be construed according to the laws of the Province of
      British Columbia.