Exhibit 10.24


 


LOUISIANA-PACIFIC
CORPORATION


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Amended
and Restated Effective January 1, 2008


 


 

















 


LOUISIANA-PACIFIC
CORPORATION


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Amended
and Restated Effective January 1, 2008


 


 


1.             PURPOSE; EFFECTIVE DATE


 


The purpose of this
Supplemental Executive Retirement Plan (the “Plan”) is to provide supplemental
retirement and death benefits for certain key employees of Louisiana-Pacific
Corporation (the “Corporation”) and certain of its subsidiary companies.  It is intended that the Plan will aid in
retaining and attracting employees of exceptional ability by providing them
with these benefits. The Plan became effective as of July 1, 1997, was
amended and restated as of January 1, 2000, January 1, 2002, May I,
2002, September 1, 2004, and January 1, 2005, and is further amended
and restated as of January 1, 2008 as set forth herein.


 


2.             DEFINITIONS


 


For the purposes of the
Plan, the following terms shall have the meanings indicated, unless the context
clearly indicates otherwise:


 


2.1           Acquiring Person.  An “Acquiring Person” or a “Person” means any
individual, entity or group within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).


 


2.2           Accumulated with Interest.  “Accumulated with Interest” means to project
Qualified and Other Plan Accounts amounts from one date to a subsequent date
assuming an interest rate of seven percent (7%) compounded annually.


 


2.3           Actuarial Equivalent.  “Actuarial Equivalent” means equality in
value of the aggregate amounts expected to be received under different forms
and timing of payment, which shall be determined by using the Pension Benefit
Guaranty Corporation Lump Sum Interest Rate for Private Sector Payments (as
published in appendix C of 29 CFR 4022, or any successor or replacement rate)
and the UP84 Mortality Table set back four (4) years for males and
females. For purposes of calculating an Actuarial Equivalent for a Participant’s benefits,
the interest rate assumptions and calculation methodology will be made in
the manner described on Appendix A to the Plan, which Appendix may be modified
from time to time by the Committee.


 


2.4           Beneficiary.  “Beneficiary” means the person, persons or
entity entitled under Article VI to receive any Plan benefits payable
after a Participant’s death.


 


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2.5           Benefit Commencement Date.  “Benefit Commencement Date” means the date
specified by a Participant in his or her Form and Time of Benefit Election
as described in Section 5.7(c) with respect to any Early Retirement,
Early Termination, or Change in Control Benefit that may become payable to the
Participant.


 


2.6           Board.  “Board” means the Board of Directors of the
Corporation.


 


2.7           Change in Control.  “Change
in Control” means:


 


(a)           The acquisition by an Acquiring
Person of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of Corporation (the “Outstanding Corporation
Common Stock”) or (ii) the combined voting power of the then outstanding
voting securities of Corporation entitled to vote generally in the election of
directors (the “Outstanding Corporation Voting Securities”); provided, however,
that for purposes of this subsection (a), the following acquisitions will not
constitute a Change in Control: (i) any acquisition directly from
Corporation, (ii) any acquisition by Corporation, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by
Corporation or any corporation controlled by Corporation or (iv) any
acquisition pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this definition; or


 


(b)           Individuals who, as of January 1,
2008, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to January 1, 2008, whose
election, or nomination for election by Corporation’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board will be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or


 


(c)           Consummation by Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of Corporation or the acquisition of assets of
another entity (a “Business Combination”), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction 


 


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owns Corporation or all or substantially
all of Corporation’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or related trust) of
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of
the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or


 


(d)           Approval by the shareholders of
Corporation of a complete liquidation or dissolution of Corporation.


 


2.8           Committee.  “Committee” means the Committee appointed by
the Corporation to administer the Plan pursuant to Section 7.


 


2.9           Compensation.  “Compensation” means base pay and annual cash
incentive bonuses paid to a Participant during the calendar year, before
reduction for amounts deferred under the Louisiana-Pacific Executive Deferred
Compensation Plan or any other salary reduction program. Compensation does not
include expense reimbursements, any form of noncash compensation or benefits,
stock option income, group life insurance premiums, severance pay, or any other
payments or benefits other than base pay and annual cash incentive bonuses.


 


2.10         Corporation.  “Corporation” means Louisiana-Pacific
Corporation, a Delaware corporation, or any successor to the business thereof.


 


2.11         Deferred Retirement Date.  “Deferred Retirement Date” means the first
day of the month coincident with or next following the Participant’s
termination of employment with the Employer if it occurs after the Participant’s
Normal Retirement Date.


 


2.12         Disability.  “Disability” means a physical or mental
condition which, in the opinion of the Committee, prevents an employee from
satisfactorily performing employee’s usual duties for Employer. The Committee’s
decision as to Disability will be based upon medical reports and/or evidence
satisfactory to the Committee.  In no
event shall a Disability be deemed to occur or to continue after a Participant’s
Normal Retirement Date.


 


2.13         Early Retirement Date.  “Early Retirement Date” means the date on
which the Participant terminates employment with the Employer if it occurs on
or after the first 


 


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day
of the month coincidental with or next following a Participant’s attainment of
age fifty-five (55) and completion of five (5) Years of Participation, but
prior to his Normal Retirement Date.


 


2.14         Employer.  “Employer” means the Corporation and any
affiliated or subsidiary company of the Corporation which is organized under
the laws of any state of the United States.


 


2.15         Final Average Compensation.  “Final Average Compensation” means the
Participant’s Compensation during the sixty (60) consecutive complete
calendar months of paid employment out of the last one hundred twenty (120)
months of employment with the Employer in which the Participant’s Compensation
is the highest divided by sixty (60).  If
a Participant’s number of complete calendar months of paid employment with the
Employer is less than sixty (60), the Participant’s Final Average Compensation
shall be the monthly average of all such complete calendar months of paid
employment.


 


2.16         Final Compensation.  “Final Compensation” means a Participant’s
base pay for the twelve (12) months prior to termination of employment with the
Employer, plus the average annual cash incentive bonus paid the last three (3) years,
divided by twelve (12). If the Participant has not been a Participant in the
Employer’s annual incentive plan for three (3) full years or been an
employee for a full twelve (12) months, then the preceding determination shall
be adjusted pro rata.


 


2.17         Form and Time of Benefit
Election.  “Form and Time of
Benefit Election” means an election by a Participant pursuant to Section 5.7(c) by
which the Participant elects one of the forms of benefit payments described in Section 5.7(a) and
specifies a Benefit Commencement Date with respect to any Early Retirement,
Early Termination, or Change in Control Benefit that may become payable to the
Participant.


 


2.18         Involuntarily Terminated.  “Involuntarily Terminated” means termination
by the Employer of a Participant’s employment other than for Cause or
Disability or termination of employment by the Participant for Good
Reason.  For this purpose, (1) “Cause”
shall mean (a) the willful and continued failure of the Participant to
perform substantially the Participant’s duties with the Employer (other than
any such failure resulting from incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the
Participant by the Chief Executive Officer of the Corporation (“CEO”) or the
Board which specifically identifies the manner in which the CEO or the Board
believes that the Participant has not substantially performed such duties or (b) the
willful engaging by the Participant in illegal conduct or gross misconduct
which is materially and demonstrably injurious to the Employer and (2) “Good
Reason” shall mean any action by the Employer that results in (a) any
material diminution in the Participant’s employment position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities or (b) a relocation of the Participant’s employment
position to a physical location that is 50 miles or more from the Participant’s
prior employment location.


 


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2.19         Normal Retirement Date.  “Normal Retirement Date” means the first day
of the month coincident with or next following the Participant’s attainment of
age sixty-two (62).


 


2.20         Participant.  “Participant” means any individual who is
participating or has participated in the Plan as provided in Section 3.


 


2.21         Qualified and Other Plan Accounts.  “Qualified and Other Plan Accounts” means a
Participant’s (1) ESOT, ESOT Transfer, Matching, Profit Sharing and Frozen
Profit Sharing Accounts under the Louisiana-Pacific Salaried 401(k) and
Profit Sharing Plan, (2) accrued benefits attributable to employer
contributions under the Louisiana-Pacific Corporation Retirement Account Plan
and any other employee pension benefit plan maintained by the Employer, (3) Qualified
Plan Supplemental Credit Account under the Louisiana-Pacific Corporation 2004
Executive Deferred Compensation Plan (the “EDCP”) (4) Qualified Plan
Makeup Credit Account under the EDCP; (5) Employer Matching Contribution
Account under the EDCP; and (6) any account plan defined as a “Qualified
and Other Account Plan” under the terms of the Plan as in effect prior to September 1,
2004.


 


2.22         Retirement.  “Retirement” means a Participant’s
termination of employment with the Employer at the Participant’s Early
Retirement Date, Normal Retirement Date, or Deferred Retirement Date.


 


2.23         Spouse.  “Spouse” means a Participant’s wife or
husband who is lawfully married to the Participant at the time of the
Participant’s death.


 


2.24         Supplemental Retirement Benefit.  “Supplemental Retirement Benefit” means the
benefit determined under Section 5 of this Plan.


 


2.25         Target Retirement Percentage.  “Target Retirement Percentage” means the
percentage of Final Average Compensation which will be used as a target from
which other forms of retirement benefits are subtracted, as provided in Section 5,
to arrive at the amount of the Supplemental Retirement Benefit actually payable
to a Participant. This percentage shall equal fifty percent (50%) multiplied by
a fraction, the numerator of which is the Participant’s Years of Credited
Service, not to exceed fifteen (15), and the denominator of which is fifteen
(15). The adjusted Target Retirement Percentage shall be rounded to four (4) decimal
places.


 


2.26         Years of Credited Service.  “Years of Credited Service” means the whole
number of years of vesting service credited under the provisions of the
Louisiana-Pacific Corporation Retirement Account Plan.


 


2.27         Years of Participation.  “Years of Participation” means the number of
twelve (12) month periods the  
Participant has been a Participant in the Plan as set out in Section 3.1(b) of
the Plan. For the individuals who became initial Participants as of July 1,
1997, Years of Participation shall be measured from January 1, 1997.


 


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3.             PARTICIPATION AND VESTING


 


3.1           Eligibility and Participation.


 


(a)           Eligibility.  Employees eligible to participate in the Plan
shall be those employees of an Employer who are designated as Participants by
the Chief Executive Officer of the Corporation and whose participation in the
Plan is approved by the Committee; provided, that the participation of an
employee who is an executive officer of the Corporation for purposes of Section 16
of the Securities Exchange Act, or is otherwise designated by the Board as an
employee whose compensation is subject to the authority of the Compensation
Committee of the Board, shall be subject to the specific approval of the
Compensation Committee of the Board.


 


(b)           Participation.  An employee’s participation in the Plan shall
be effective upon notification of the employee of his status as a Participant
by the Committee. Participation in the Plan shall continue until such time as
the Participant terminates employment with the Employer, and as long thereafter
as the Participant is eligible to receive benefits under this Plan.


 


3.2           Vesting.  Each Participant shall be one hundred percent
(100%) vested in benefits under this Plan after completing five (5) Years
of Participation in the Plan. The preceding notwithstanding, each Participant
shall be one hundred percent (100%) vested in benefits under this Plan upon
death, Disability or a Change in Control.


 


3.3           Cessation of Eligibility.  Notwithstanding Section 3.1(b) of
this Plan, if a Participant ceases to be designated by the Committee as
eligible to participate in the Plan, by reason of a change in employment status
or otherwise, participation herein and eligibility to receive benefits
hereunder shall be limited to the Participant’s interest in such benefits as of
the date designated by the Committee.


 


4.             PRE-TERMINATION SURVIVOR BENEFIT


 


If a Participant dies
while employed by the Employer, the Employer shall pay a supplemental survivor
benefit to the Participant’s Spouse. The amount of this benefit shall be an
amount equal to one-half (1/2) of the amount that would have been payable to
the Participant as a fully vested Normal Retirement Benefit in the form of a
life annuity payable monthly (as if the Participant had terminated employment
with the Employer immediately before his or her date of death and elected a
life annuity form of benefit), payable monthly for the life of the Spouse, calculated
using the three percent (3%) reduction per year specified in 5.3 to the
Participant’s age at death if the Participant died before attaining age 62,
with payments commencing to the Spouse within thirty (30) days following the
Participant’s date of death; provided, that if the Participant would have been
entitled to a benefit described in Section 5.7(e) had the Participant
terminated employment with the Employer immediately prior to the date of death
and such benefit has a greater Acturial Equivalent value than the benefit under
this Section 4.1, 


 


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then
the benefit described in 5.7(c) shall be payable to the Participant’s
Spouse or Beneficiary as the case may be.


 


5.             SUPPLEMENTAL RETIREMENT BENEFITS


 


5.1           Normal Retirement Benefit.  If a Participant retires on the Normal
Retirement Date, the Employer shall pay to the Participant (payable at the time
specified in Section 5.7(d)) a Supplemental Retirement Benefit that is the
Actuarial Equivalent of a life annuity payable monthly, calculated as if it
commenced on the first day of the calendar month following the Participant’s
date of termination of employment with the Employer, for the Participant’s life
in an amount equal to the Target Retirement Percentage multiplied by the
Participant’s Final Average Compensation, less:


 


(a)           Fifty percent (50%) of the
Participant’s primary Social Security benefit determined at age 62, and


 


(b)           An amount equal to the Participant’s
Qualified and Other Plan Accounts amounts, determined as of the Participant’s
date of termination and subject to Section 5.8, converted to a monthly
life annuity on an Actuarial Equivalent basis


 


times the vesting
percentage determined under Section 3.2 of this Plan.


 


5.2           Deferred Retirement Benefit.  If a Participant retires at a Deferred
Retirement Date, the Employer shall pay to the Participant (payable at the time
specified in Section 5.7(d)) a Supplemental Retirement Benefit calculated
pursuant to Section 5.1, except that 5.1(a) and 5.1(b) shall be
measured at the Participant’s date of termination.


 


5.3           Early Retirement Benefit.  If a Participant retires at an Early
Retirement Date, the Employer shall pay to the Participant (payable at the time
specified in Section 5.7(d)) a Supplemental Retirement Benefit that is the
Actuarial Equivalent of a life annuity payable monthly, calculated as if it
commenced on the first day of the calendar month following the Participant’s
62nd birthday and reduced as provided for in this Section 5.3, for the
Participant’s life in an amount equal to the Target Retirement Percentage
multiplied by the Participant’s Final Average Compensation, less:


 


(a)           Fifty percent (50%) of the
Participant’s primary Social Security benefit projected to be paid at age 62
assuming no future increases in Compensation, no change in the Social Security
Act and no change in the cost of living or the average wage indexes, and


 


(b)           An amount equal to the Participant’s
Qualified and Other Plan Accounts amounts, determined as of the Participant’s
date of termination of employment with the Employer and subject to Section 5.8,
converted to a monthly life annuity beginning at age 62 on an Actuarial
Equivalent basis but assuming no growth in such amounts to age 62;


 


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times the vesting
percentage determined under Section 3.2 of this Plan.


 


If a Participant retires
with the approval of the Committee, the above Early Retirement Benefit shall be
reduced by three percent (3%) for each year by which the actual benefit commencement
date precedes the Participant’s 62nd birthday (prorated for partial years on a
monthly basis). If a Participant retires without the approval of the Committee,
the above Early Retirement Benefit shall be reduced by five percent (5%) for
each year by which the actual benefit commencement date precedes the first day
of the calendar month following the Participant’s 62nd birthday (prorated for
partial years on a monthly basis).  For
Participants who retire without approval of the Committee, this benefit shall
be further reduced by a fraction equal to the Participant’s actual Years of
Credited Service at termination over Years of Credited Service the Participant
would have had at age 62.


 


5.4           Early Termination Retirement
Benefit.  If a Participant terminates
employment with an Employer prior to Early Retirement, the Employer shall pay
to the Participant (payable at the time specified in Section 5.7(d)) a
Supplemental Retirement Benefit that is the Actuarial Equivalent of a life
annuity payable monthly, calculated as if it commenced on the first day of the
calendar month following the Participant’s 62nd birthday, for the Participant’s
life in an amount equal to the product of (a) times (b) times (c) where:


 


(a)           is an amount equal to the Target
Retirement Percentage multiplied by the Participant’s Final Average
Compensation, less:


 


(i)            Fifty percent (50%) of the
Participant’s primary Social Security benefit projected to be paid at age 62
assuming no future increases in Compensation, no change in the Social Security
act and no change in the cost of living or the average wage indexes, and


 


(ii)           An amount equal to the Qualified and
Other Plan Accounts amounts, determined as of the date of the Participant’s
date of termination and subject to Section 5.8, converted to a monthly
life annuity beginning at age 62 on an Actuarial Equivalent basis but assuming
no growth in such amounts to age 62.


 


(b)           is the vesting percentage determined
under Section 3.2 of this Plan; and


 


(c)           is a fraction equal to the
Participant’s Years of Credited Service at termination over Years of Credited
Service the Participant would have had at age 62.


 


5.5           Change in Control Benefits.  If a Participant is Involuntarily Terminated
within thirty-six (36) months of a Change in Control, such Participant shall be
granted two (2) extra Years of Credited Service under the Plan, and the
greater of Final Compensation or Final Average Compensation shall be used in
determining the Participant’s Supplemental Retirement Benefit. For such
Involuntarily Terminated 


 


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Participants,
the Employer shall pay to the Participant (payable at the time specified in Section 5.7(d))
a Supplemental Retirement Benefit calculated in the same manner as an Early
Retirement Benefit pursuant to Section 5.3 as if the Participant retired
with the approval of the Committee.


 


5.6           Disability Retirement Benefit.  If a Participant terminates employment prior
to Normal Retirement as a result of Disability, the Employer shall pay to the Participant
(payable at the time specified in Section 5.7(d)) a Supplemental
Retirement Benefit that is the Actuarial Equivalent of a life annuity payable
monthly, calculated as if it commenced 30 days after the Participant’s 62nd
birthday, for the Participant’s life in an amount equal to the amount the
Participant would have received at such time under the Normal Retirement
provisions of this Article. For purposes of this calculation, Years of Credited
Service and Years of Participation shall continue to accrue during the period
of Disability and the Participant’s Final Average Compensation shall be based
only on the amounts earned during the sixty (60) months prior to Disability if
this provides the Participant with a greater benefit.


 


5.7           Payment of Benefits.


 


(a)           Form of Benefit Payments.  The normal form of benefit payment shall be a
single lump sum payment equal to the Actuarial Equivalent of a life annuity
payable monthly.  Any other form of
monthly benefit elected by the Participant must be the Actuarial Equivalent of
a life annuity payable monthly. The form of benefit payments available to
Participants shall be:


 


(i)            Lump Sum Payment


 


(ii)           Life Annuity


 


(iii)          10-Year Certain and Life Annuity


 


(iv)          50% Joint and Spouse Survivor Annuity


 


(v)           100% Joint and Spouse Survivor
Annuity


 


(b)           Default Form of Benefit
Payment.  If there is no effective Form and
Time of Benefit Election by a Participant, such Participant’s form of benefit
payment shall be a single lump sum payment equal to the Actuarial Equivalent of
a life annuity payable monthly.


 


(c)           Form and Time of Benefit
Election.  Except as provided in Section (c)(i) with
respect to Participants as of January 1, 2005, at the time of enrollment
the Participant shall deliver to the Employer a Form and Time of Benefit
Election (in a form satisfactory to Corporation) specifying (i) one of the
forms of benefit payments described in Section (a), and (ii) a
Benefit Commencement Date (which may not be later than the first day of the
first calendar month beginning after the Participant’s 62nd birthday)
applicable in the 


 


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event the Participant receives an Early
Retirement, Early Termination, or Change in Control Benefit.


 


(i)            Form and Time of Benefit
Election for Participants as of January 1, 2005.  Each Participant who was a Participant as of January 1,
2005, shall make a Form and Time of Benefit Election not later than December 31,
2005.


 


(ii)           Changes to Form and Time of
Benefit Elections.  A Participant may
amend, revoke, or replace a Form and Time of Benefit Election, subject to
the following restrictions (unless the Committee expressly waives or modifies
one or more of such restrictions based on the Committee’s determination that
such waiver or modification would not result in constructive receipt or cause
the Plan not to meet the requirements of applicable law or Treasury
Regulations):


 


(1)           In
no event may a Participant change his or her Form and Time of Benefit
Election to accelerate the time or schedule of any benefit payment under the
Plan (including without limitation any change from any annuity form of benefit
payment to a lump sum form of payment);


 


(2)           No
change to an existing Form and Time of Benefit Election may take effect
until at least 12 months after the date of such amended Form and Time of
Benefit Election;


 


(3)           With
respect to distributions other than distributions upon the death or Disability
of a Participant, the first date on which a distribution or installment may be
made under an amended Form and Time of Benefit Election may not be earlier
than five years after the date the distribution or payment would otherwise have
been made; and


 


(4)           In
no event may a Participant make more than one amendment to a Form and Time
of Benefit Election to delay any distribution or payment.


 


The Committee may modify
the foregoing restrictions and/or adopt other restrictions from time to time to
provide for efficient administration of the Plan and to cause the Plan to
comply with applicable law and Treasury Regulations.


 


(d)           Time of Payment or Commencement of
Benefit Payments.


 


(i)            Normal and Deferred Retirement
Benefits.  A Participant’s Normal
Retirement or Deferred Retirement Benefit will be payable or will commence on
the first day of the seventh calendar month beginning after the Participant’s
termination of employment.


 


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(ii)           Early Retirement, Early
Termination, and Change in Control Benefits.  A Participant’s Early Retirement, Early
Termination, or Change in Control Benefit will be payable or will commence on
the later of:


 


(1)           The
first day of the seventh calendar month beginning after the Participant’s
termination of employment; or


 


(2)           The
Benefit Commencement Date specified in the Participant’s Form and Time of
Benefit Election.


 


(iii)          Disability Retirement Benefits.  A Participant’s Disability Retirement Benefit
will be payable or will commence on the first day of the first calendar month
beginning after the earlier of (1) the Participant’s 62nd birthday or (2) the
date the Participant ceases to be Disabled.


 


(e)           Death Prior to Commencement of
Benefit Payments.  If a Participant
terminates employment and dies before the commencement of benefits as provided
under Section 5.7(d), any survivor benefit under the form of benefit that
was elected by the Participant under Sections 5.7(a)(iii), (a)(iv), or (a)(v) shall
be payable to the Participant’s Spouse or Beneficiary, as the case may be, at
the time benefits otherwise would have commenced to the Participant.


 


5.8           Qualified and Other Retirement
Plan Accounts Offset.  In the event
that all or a portion of a Participant’s Qualified and Other Retirement Plan
Accounts are paid out prior to the applicable benefit calculation date under
any provision of Section 5 of the Plan, the value of such Accounts at
termination shall be the amount distributed Accumulated with Interest to the
date of termination.


 


5.9           Withholding; Payroll Taxes.  The Employer shall withhold from payments
made hereunder any taxes required to be withheld from a Participant’s wages for
the federal or any state or local government. However, a Beneficiary may elect
not to have withholding for federal income tax purposes pursuant to Section 3405
of the Internal Revenue Code, or any successor provision.


 


5.10         Payment to Guardian.  If a Plan benefit is payable to a minor or a
person declared incompetent or to a person incapable of handling the
disposition of his property, the Committee may direct payment of such Plan
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or person. The Committee may require proof
of incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution of the Plan benefit. Such distribution shall completely
discharge the Committee and the Employer from all liability with respect to
such benefit.


 


6.             BENEFICIARY DESIGNATION


 


6.1           Beneficiary Designation.  Each Participant shall have the right, at any
time, to designate any person or persons as his Beneficiary or Beneficiaries
(both 


 


11

















 


primary
as well as secondary) to whom benefits under this Plan shall be paid in the
event of his death prior to payment to Participant of the benefits due to the
Participant under the Plan. Each Beneficiary designation shall be in a written
form prescribed by the Committee, and will be effective only when filed with
the Committee during the Participant’s lifetime.


 


6.2           Changing Beneficiary.  Subject to Section 6.3, any Beneficiary
designation may be changed by a Participant without the consent of the
previously named Beneficiary by the filing of a new designation with the
Committee. The filing of a new designation shall cancel all designations
previously filed. If a Participant’s benefits under the Plan are subject to the
community property laws of any state, any Beneficiary designation or change in
Beneficiary designation shall be valid or effective only as permitted by applicable
law.


 


6.3           No Beneficiary Designation.  In the absence of an effective Beneficiary
Designation, or if all designated Beneficiaries predecease the Participant or
dies prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be the person in the
first of the following classes in which there is a survivor:


 


(a)           the surviving Spouse;


 


(b)           the Participant’s children, except
that if any of the children predeceases the Participant but leaves issue
surviving, then such issue shall take by right of representation the share the
parent would have taken if living;


 


(c)           the Participant’s estate.


 


7.             ADMINISTRATION


 


7.1           Committee; Duties.  The Plan shall be administered by a Committee
consisting of not less than three (3) persons appointed by the Corporation.  Members of the Committee may be Participants
in the Plan. The members of the Committee on January 1, 2008 are Curtis M.
Stevens, Cynthia Ann Harris and Jeffrey D. Poloway. The Committee shall have
the authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of the Plan and decide or resolve any and
all questions, including interpretations of the Plan, as may arise in
connection with the Plan.  Members of the
Committee may be Participants under the Plan; provided, that a member of the
Committee who is also a Participant shall not participate in any decision or
interpretation of the Committee that relates specifically to the calculation of
or right to receive his or her accrued benefit under the Plan.  A majority vote of the Committee members
entitled to vote shall control any Committee decision.


 


7.2           Agents.  The Committee may, from time to time, employ
other agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with counsel who may be counsel to the
Employer.


 


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7.3           Binding Effect of Decisions.  The decision or action of the Committee with
respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and
regulations promulgated hereunder shall be final, conclusive and binding upon
all persons having any interest in the Plan.


 


7.4           Indemnity of Committee.  The Employer shall indemnify and hold
harmless the members of the Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
the Plan, except in the case of gross negligence or willful misconduct.


 


8.             CLAIMS PROCEDURE


 


8.1           Claim.  Any person claiming a benefit, requesting an
interpretation or ruling under the Plan or requesting information under the
Plan shall present the request in writing to the Committee which shall respond
in writing within thirty (30) days.


 


8.2           Denial of Claim.  If the claim or request is denied, the
written notice of denial shall state:


 


(a)           The reason for denial, with specific
reference to the Plan provisions on which the denial is based.


 


(b)           A description of any additional material
or information required and an explanation of why it is necessary.


 


(c)           An explanation of the Plan’s claim
review procedure.


 


8.3           Review of Claim.  Any person whose claim or request is denied
or who has not received a response within thirty (30) days may request
review by notice given in writing to the Committee. The claim or request shall
be reviewed by the Committee who may, but shall not be required to, grant the
claimant a hearing. On review, the claimant may have representation, examine
pertinent documents, and submit issues and comments in writing.


 


8.4           Final Decision.  The decision on review shall normally be made
within sixty (60) days. If an extension of time is required for a hearing or
other special circumstances, the claimant shall be notified and the time limit
shall be one hundred twenty (120) days. The decision shall be in writing and
shall state the reason and the relevant plan provisions. All decisions on
review shall be final and bind all parties concerned.


 


9.             TERMINATION, SUSPENSION OR AMENDMENT


 


9.1           Termination, Suspension or
Amendment of Plan.  The Corporation
may at any time terminate, suspend or amend the Plan in whole or in part;
provided, however, that any such termination or suspension, or any amendment
that would materially change the benefits provided under the Plan, shall be
subject to the prior approval of 


 


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the
Compensation Committee of the Board. 
Provided, further, that no such action shall be effective to decrease or
restrict the accrued benefit of any Participant as of the date of such action.


 


10.          MISCELLANEOUS


 


10.1         Unfunded Plan.  The Plan is intended to be an unfunded plan
maintained primarily to provide deferred compensation benefits for a select
group of “management or highly-compensated employees” within the meaning of
Sections 201, 301 and 401 of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”), and therefore is exempt from the provisions of
Parts 2, 3 and 4 of Title I of ERISA. Accordingly, the Plan shall terminate and
no further benefits shall accrue hereunder in the event it is determined by a
court of competent jurisdiction or by an opinion of counsel that the Plan
constitutes an employee pension benefit plan within the meaning of Section 3(2) of
ERISA which is not so exempt. In the event of such termination, the amount of
each Participant’s vested benefits under the Plan shall be distributed to such
Participant at such time and in such manner as the Committee, in its sole
discretion, determines.


 


10.2         Unsecured General Creditor.  In the event of Employer’s insolvency,
Participants and their Beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, interest or claims in any property or assets of
the Employer, nor shall they be Beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or the proceeds
therefrom owned or which may be acquired by the Employer. In that event, any
and all of the Employer’s assets and policies shall be, and remain, the
general, unpledged, unrestricted assets of the Employer. The Employer’s
obligation under the Plan shall be that of an unfunded and unsecured promise of
the Employer to pay money in the future.


 


10.3         Trust Fund.  The Employer shall be responsible for the
payment of all benefits provided under the Plan. At its discretion, the
Employer may establish one or more trusts, with such trustees as the Board may
approve, for the purpose of providing for the payment of such benefits. Such
trust or trusts may be irrevocable, but the assets thereof shall be subject to
the claims of the Employer’s creditors. To the extent any benefits provided
under the Plan are actually paid from any such trust, the Employer shall have
no further obligation with respect thereto, but to the extent not so paid, such
benefits shall remain the obligation of, and shall be paid by, the Employer.


 


10.4         Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are, expressly declared to be unassignable
and nontransferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant’s
or any other person’s bankruptcy or insolvency.


 


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10.5         Not a Contract of Employment.  The terms and conditions of the Plan shall
not be deemed to constitute a contract of employment between the Employer and
the Participant, and the Participant (or his or her Beneficiary) shall have no
rights against the Employer except as may otherwise be specifically provided
herein. Moreover, nothing in the Plan shall be deemed to give a Participant the
right to be retained in the service of the Employer or to interfere with the
right of the Employer to discipline or discharge the Participant at any time.


 


10.6         Protective Provisions.  A Participant will cooperate with the
Employer by furnishing any and all information requested by the Employer, in
order to facilitate the payment of benefits hereunder, and by taking such
physical examinations as the Employer may deem necessary and taking such other
action as may be requested by the Employer.


 


10.7         Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were used in the feminine in
all cases where they would so apply; and wherever any words are used herein in
the singular or in the plural, they shall be construed as though they were used
in the plural or the singular, as the case may be, in all cases where they
would so apply.


 


10.8         Captions.  The captions of the articles, sections and
paragraphs of the Plan are for convenience only and shall not control or affect
the meaning or construction of any of its provisions.


 


10.9         Governing Law; Arbitration.  The provisions of the Plan shall be construed
and interpreted according to the laws of the State of Delaware.  Any dispute or claim that arises out of or
that relates to the Plan or to the interpretation, breach, or enforcement of
the Plan, shall be resolved by mandatory arbitration in accordance with the
then effective arbitration rules of the American Arbitration Association,
and any judgment upon the award rendered pursuant to such arbitration may be
entered in any court having jurisdiction thereof.


 


10.10       Validity.  In case any provision of the Plan shall be
held illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but the Plan shall be construed and enforced
as if such illegal and invalid provision had never been inserted herein.


 


10.11       Notice.  Any notice or filing required or permitted to
be given to the Committee under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail, to any member of the
Committee or the Secretary of the Employer. Such notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification.


 


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10.12       Successors.  The provisions of the Plan as it may be
amended from time to time shall bind and inure to the benefit of the Employer
and its successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the business
and assets of the Employer, and successors of any such corporation or other
business entity.


 


 


	
   

  	
  LOUISIANA-PACIFIC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Executive Vice President, Administration,

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


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