Exhibit 10.28



 





EXHIBIT
10.28



CANADIAN SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN (SERP)

FOR EXECUTIVE EMPLOYEES

OF ABITIBI-CONSOLIDATED INC.




(Effective as at January 1, 1999)



CERTIFIED to be a true and complete copy of the text of the Canadian Supplemental Executive
Retirement Plan (SERP) for Executive Employees of Abitibi-Consolidated Inc.




	 	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 

Signature

	 	 	 	December 15, 2003
 

Date
	 	 
	 
	 	 	 	 	 	 
	/s/ [ILLEGIBLE]
 

Signature

	 	 	 	December 15, 2003
 

Date
	 	 






October 2003




 









 





Table of Contents




	 	 	 	 	 	 	 	 	 
	Section 1

	 	-
	 	Purpose
	 	 	1	 
	Section 2

	 	-
	 	Definitions
	 	 	2	 
	Section 3

	 	-
	 	Eligibility
	 	 	8	 
	Section 4

	 	-
	 	Contributions
	 	 	10	 
	Section 5

	 	-
	 	Normal Retirement and Postponed Retirement Benefits
	 	 	11	 
	Section 6

	 	-
	 	Early Retirement Benefits
	 	 	12	 
	Section 7

	 	-
	 	Disability
	 	 	14	 
	Section 8

	 	-
	 	Form of Pension
	 	 	15	 
	Section 9

	 	-
	 	Death Prior to Retirement
	 	 	17	 
	Section 10

	 	-
	 	Termination of Employment
	 	 	19	 
	Section 11

	 	-
	 	Increase in Benefits
	 	 	22	 
	Section 12

	 	-
	 	Commutation of Benefits
	 	 	23	 
	Section 13

	 	-
	 	Service Outside Canada
	 	 	24	 
	Section 14

	 	-
	 	Conditions for Payment
	 	 	25	 
	Section 15

	 	-
	 	General Provisions
	 	 	26	 
	Section 16

	 	-
	 	Administration
	 	 	29	 
	Section 17

	 	-
	 	Future of the Plan
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	Appendix A

	 	 	 	Additional Service	 	 	 	 
	Appendix B	 	 	 	Executive Employee who held an MSBA and elected to convert his defined
benefit entitlement under the prior Abitibi-Price Inc. Registered
Pension Plan to a defined contribution entitlement on January 1, 1996







 









 








Section 1 — Purpose





	1.01	 	The purpose of this Canadian Supplemental Executive Retirement Plan (hereinafter
the “SERP”) is to provide special retirement benefits to Executive Employees eligible to
become a participant thereunder, in accordance with the terms and provisions of this
document. Such special retirement benefits are in addition to those payable from any
Registered Pension Plan of Abitibi-Consolidated Inc. (the “Corporation”).
	 
	1.02	 	This SERP is effective as of January 1, 1999 and as of such date replaces and cancels the
application of the individual supplementary retirement benefits agreement known as
MSBA in the case of an Executive Employee who was a former Abitibi-Price Inc.
employee and of the Stone-Consolidated Corporation Senior Management Retirement
Plan (SMRP) in the case of an Executive Employee who was a former Stone-
Consolidated Corporation employee. For greater certainty, this SERP shall not apply to
or otherwise modify supplemental retirement benefits payable or the terms and conditions
for payment of such benefits to any former Executive Employee who has retired from or
otherwise terminated his employment with the Corporation or its predecessors or their
affiliates prior to the effective date of the SERP, nor will it apply to an Executive
Employee who, in accordance with Section 3 hereof, has elected not to participate in this
SERP.
	 
	1.03	 	The provisions of this SERP are effective as of January 1, 1999, unless stated otherwise
herein.





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Section 2 — Definitions



In this SERP, the following words and phrases shall have the following meaning, respectively,
unless a different meaning is specifically required by the context:





	2.01	 	“Actuarial Equivalent Value” shall mean a value deemed to be equal to another value, as
determined on a basis of the SERP provisions in effect on the date such determination is
being made. The Actuarial Equivalent Value of a benefit of a Participant under this
SERP shall be determined in the same manner and using the same assumptions as those
used or that would be used for purposes of calculating the commuted value of termination
of employment benefits under the Registered Pension Plan under which the Participant is
entitled to receive benefits following his termination of employment or retirement from
the Corporation.
	 
	 	 	For greater certainty, in determining the Actuarial Equivalent Value of a benefit, account
shall not be taken of the income tax consequences that would arise to the recipient of the
benefit.






	2.02	 	“Additional Voluntary Contribution” shall mean a contribution, other than a required
contribution, which may be made by a Participant under a Registered Pension Plan of the
Corporation.
	 
	2.03	 	“Average Pensionable Earnings” shall mean, in respect of a Participant, the sum of:






	 	a)	 	the average of the Participant’s monthly base salary during the sixty (60)
consecutive months within the one hundred and twenty (120) months of
continuous employment immediately preceding his retirement or his termination
of employment during which such base salary was the highest, multiplied by
twelve (12); plus
	 
	 	b)	 	the average of the Participant’s annual bonus earned in the five (5) years,
whether
consecutive or not, within the ten (10) years of continuous employment
immediately preceding his retirement, disability or his termination of
employment, during which such annual bonus was the highest. For greater
certainty, the term “bonus” shall refer to an award paid under the Corporation’s
annual incentive plan as may be adopted from time to time and shall exclude any




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	 	 	 	special bonus not paid under an annual incentive plan, any amount payable under any
long-term incentive plan of the Corporation, or any stock option benefit.






	2.04	 	“Basic Pension” shall mean the lifetime annual pension which the Participant would
otherwise be entitled to receive from time to time pursuant to the Registered Pension Plan
in regards to the period of Credited Service recognized for purposes of this SERP or that
would be so recognized for purposes of this SERP in absence of the 35 year limit on Credited
Service as per Section 2.07, but limited to the period of Credited Service actually
recognized in the Registered Pension Plan. It shall be assumed that such annual pension is
payable from the same date as supplementary benefits commence to be paid under this SERP and
is calculated on the basis of the following assumptions:






	 	a)	 	where the Registered Pension Plan is a defined benefit pension plan:






	 	i)	 	the annual pension is in the form of a pension payable
under the normal form provided for under the Registered Pension Plan, or if the
Participant elects an optional form in accordance with Section 8.03, the annual
pension payable under such optional form;
	 
	 	ii)	 	the Participant has made no Additional Voluntary Contribution; and
	 
	 	iii)	 	the amount of the Basic Pension shall be determined according to the
formula under the Registered Pension Plan regardless of any reduction in
benefits that may be applied, by operation of statute or otherwise, as a
result of the funded status of such Registered Pension Plan on the date of
such determination (it being understood that, where the Registered Pension
Plan is a defined benefit pension plan, the foregoing assumption shall also
be applicable to the determination of the amount of survivor pension payable
to the Spouse under the Registered Pension Plan following the death of the
Participant (or any survivor pension that would have been payable had the
benefits under the Registered Pension Plan not been commuted) as referred to
in Section 8.01 b), and any amount payable under the Registered Pension Plan
to the Participant’s estate or any designated beneficiary following the
death of the Participant (or any amount that would have been payable had the
benefits under the Registered Pension Plan not been commuted) as referred to
in Section 8.02 b)); and




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	 	b)	 	where the Registered Pension Plan is a defined contribution pension plan, and
subject to paragraph c) of this Section 2.04, an annual pension which is the
Actuarial Equivalent, based on the assumptions and the normal form of pension
referred to in paragraph a) of this Section 2.04, of the amount accumulated by the
Participant under the Registered Pension Plan, excluding his Additional Voluntary
Contributions, as of the date of his retirement, death or termination of
employment with the Corporation (for greater certainty, the normal form shall be
a lifetime joint and 60% survivor pension for a Participant with a Spouse and the
normal form shall be a lifetime pension with a guarantee of a minimum of 120
monthly payments for a Participant without a Spouse); and
	 
	 	c)	 	in the case of an Executive Employee who is a former Abitibi-Price Inc. employee
who held a MSBA and who elected to convert his defined benefit entitlement
under Abitibi-Price Inc.’s Registered Pension Plan to a defined contribution
entitlement, a list of such Executive Employees being attached hereto as
Appendix B, the Basic Pension in respect of such Participant shall be determined
as if the Participant had elected not to convert his defined benefit entitlement
under Abitibi-Price Inc.’s Registered Pension Plan and such defined benefit
entitlement has been determined in accordance with the provisions in effect on
January 1, 1996 of the Abitibi-Price Inc.’s Registered Pension Plan and in
accordance with the assumptions and the form of pension described in
paragraph a) of this Section 2.04; and
	 
	 	d)	 	in all cases, where a Participant’s entitlement under the Registered Pension Plan
has been divided between the Participant and his Spouse or former Spouse as a
result of divorce, separation or annulment of marriage, his Basic Pension shall be
determined as if no such division of his entitlement had occurred.






	2.05	 	“Continuous Service” shall mean a Participant’s uninterrupted period of employment,
with the Corporation or with a predecessor company, deemed to have commenced on the first
day of the month coinciding with or immediately following the Participant’s hiring date by
the Corporation, or deemed to have commenced on the Participant’s hiring date by such
predecessor company, as the case may be; for such purpose a predecessor company shall mean
Donohue Inc. or any other company considered to be a predecessor company for such purpose.
The continuous service of a Participant shall not be





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interrupted as a result of any absence due to disability, or due to temporary absence other
than as a result of disability, which was approved by the Corporation.




For Participants hired on or after January 1, 2002, Continuous Service shall mean a
Participant’s uninterrupted period of employment with the Corporation deemed to have
commenced on the Participant’s hiring date.




Continuous Service shall be measured in years with proportional allowance for
non-completed years.




	2.06	 	“Corporation” shall mean Abitibi-Consolidated Inc. and its affiliated companies, or any
subsidiary of the Corporation or associated company, provided however, that any
reference in this SERP to action to be taken, consent, approval or opinion to be given,
decision to be made or discretion to be exercised by the Corporation shall refer to
Abitibi-Consolidated Inc., acting through its Board of Directors or any person or persons
authorized to act on behalf of the Corporation for the purposes of this SERP, in
accordance with the normal practices of the Corporation.
	 
	2.07	 	“Credited Service” shall mean the Participant’s period of Continuous Service with the
Corporation, following the Participant’s hiring date by the Corporation. For greater
certainty, Credited Service shall not include any period of service recognized as credited
service under any other unregistered pension plan sponsored by the Corporation other
than this SERP.
	 
	 	 	Subject to the approval of the Human Resources and Compensation Committee of the Board of
Directors of the Corporation, the Corporation may also recognize, for newly hired Executive
Employees or any short service Executive Employees, additional service up to a maximum of
five (5) years for purposes of calculating the Participant’s Continuous and Credited
Service, such additional service being as described in Appendix A hereto, as updated from
time to time. Effective from August 23, 2000, such additional service shall be vested with
the Participant on a basis established by the Corporation.
	 
	 	 	Subject to the approval of the Human Resources and Compensation Committee of the Board of
Directors of the Corporation, the Corporation may also recognize for Executive Employees
who were previously employed by Donohue Inc., additional service as





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described in Appendix A hereto, such additional service to be vested only on the dates
specified in Appendix A.




Credited Service shall be measured in years with proportional allowance for non-completed
years. Total years of Credited Service under this SERP and under all other unregistered
pension plans sponsored by the Corporation other than this SERP, shall not exceed 35.




	2.08	 	“Early Retirement Date” shall mean the first day of the month immediately following the
date on which the Participant elects to retire early in accordance with Section 6 hereof,
provided he is then at least 55 years of age.
	 
	2.09	 	“Effective Date” shall mean January 1, 1999.
	 
	2.10	 	“Executive Employee” shall mean an executive employee considered as such by the
Corporation and who is eligible for participation in this SERP in accordance with
Section 3.
	 
	2.11	 	“Normal Retirement Date” shall mean the first day of the month coinciding with or next
following the month in which the Participant attains the age of 65 years.
	 
	2.12	 	“Participant” shall mean an Executive Employee who is eligible to participate in this
SERP in accordance with Section 3 herein.
	 
	2.13	 	“Registered Pension Plan” means any one or more pension plans sponsored by the
Corporation from time to time and registered with Canada Customs and Revenue
Agency. When used in respect of a Participant, this expression shall refer to the one or
more Registered Pension Plans under which such Participant is entitled to receive
benefits following his termination of employment, death or retirement from the
Corporation with regards to the period of Credited Service which is recognized for
purposes of this SERP.
	 
	2.14	 	“SERP” shall mean the Canadian Supplemental Executive Retirement Plan for Executive
Employees of Abitibi-Consolidated Inc., as described in this document and as may be
amended from time to time.





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	2.15	 	“Spouse” shall mean the person who satisfies the definition of spouse as defined
under the Registered Pension Plan of which the Participant is a member at the time the
spousal status needs to be determined, or would have been a member had his benefits not been
commuted.
	 
	 	 	Spousal status shall be determined on the day preceding the date of death of the Participant
or on the day when the Participant commences receiving his supplementary retirement
allowance, whichever occurs first.




For the purpose of this SERP, unless the context indicates otherwise, references to the masculine
include the feminine and vice versa and references to the singular include the plural and vice
versa.





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Section 3 — Eligibility





	3.01	 	An Executive Employee who is in the service of the Corporation on the Effective Date shall
be eligible to become a Participant of this SERP as of the Effective Date subject to the
following conditions:






	 	a)	 	An Executive Employee who was a former Abitibi-Price Inc. employee and who
was party to an individual agreement (known as an “MSBA”) providing for
supplementary retirement benefits may elect to become a Participant under this
SERP as of the Effective Date. Upon such election, he shall cease to accrue
benefits under such individual agreement and shall no longer be entitled to any
benefits thereunder. If he elects not to participate in this SERP, he shall forever
forfeit his entitlement to participate hereunder and will continue to accrue and be
entitled to supplementary pension benefits in accordance with the terms and
provisions of his individual agreement.
	 
	 	b)	 	An Executive Employee who is a former Stone-Consolidated Corporation
employee and who participated in the Stone-Consolidated Corporation Senior
Management Retirement Plan may elect to become a Participant under this SERP
as of the Effective Date. Upon such election, he shall cease to accrue benefits
under the Stone-Consolidated Senior Management Retirement Plan and shall no
longer be entitled to benefits thereunder and shall become a Participant in this
SERP as of the Effective Date. If he elects not to become a Participant in this
SERP, he will forever forfeit his entitlement to participate hereunder and will
continue to accrue and be entitled to supplementary pension benefits in
accordance with the terms and provisions of the Stone-Consolidated Corporation
Senior Management Retirement Plan.
	 
	 	c)	 	In the case of an Executive Employee who was in the service of the Corporation
as of the Effective Date but was not party to an individual agreement with Abitibi-Price Inc. providing for supplementary pensions or was not a member of the
Stone-Consolidated Corporation Senior Management Retirement Plan, or in the
case of an employee of the Corporation who becomes classified as an Executive
Employee after the Effective Date, such Executive Employee shall become
eligible to participate under this SERP upon:





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	 	i)	 	completion of at least two years in an eligible position of the
Corporation and demonstration of superior performance; and
	 
	 	ii)	 	designation in writing by the Chief Executive Officer of the Corporation.






	 	 	 	Participation shall commence as of the date determined in such designation. At the
discretion of the Chief Executive Officer of the Corporation, the two year
requirement in part i) above may be waived.






	 	d)	 	Executive Employees who are employed for a temporary period to complete
functions relating to the merger of Abitibi-Price Inc. and Stone-Consolidated
Corporation shall not be eligible to participate in this SERP unless provided otherwise
in their Severance Compensation Agreement with the Corporation.






	3.02	 	The election referred to in Section 3.01 a) or 3.01 b) above shall be made at such time
and in such form as determined by the Corporation.
	 
	3.03	 	An Executive Employee who has become a Participant under this SERP in accordance
with this Section 3 shall remain a Participant as long as he continues to be entitled to
receive benefits hereunder.
	 
	3.04	 	In the event that a Participant remains an employee of the Corporation but ceases to be
classified as an Executive Employee, and unless he is otherwise designated by the
Corporation as eligible to continue to accrue Credited Service under this SERP, the
benefits otherwise payable to or in respect of such Participant under this SERP shall be
payable as of the Participant’s retirement date, date of death or date of termination of
employment, as the case may be, but shall be based on such Participant’s Credited
Service and Average Pensionable Earnings up to the date as of which he ceases to be
classified as an Executive Employee or as of such later date specified by the Corporation.





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Section 4 — Contributions





	4.01	 	No contribution shall be required from a Participant in respect of benefits payable under
this SERP.
	 
	4.02	 	The Corporation shall pay the full cost of the benefits provided under the SERP.
	 
	4.03	 	For all SERP Participants, except for those who will have elected in writing to be
excluded for taxation purposes, the payment of benefits provided under the SERP shall be
secured in whole or in part, in accordance with the Corporation’s policy. Such security
shall be provided either through contributions paid to a trust fund to be established for
the
purpose of this SERP and/or through the depositing into such trust fund of a letter of
credit issued by a financial institution.





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Section 5 — Normal Retirement and Postponed Retirement Benefits





	5.01	 	A Participant who retires on his Normal Retirement Date shall be entitled to receive an
annual supplementary retirement allowance payable in equal monthly installments and
commencing on his Normal Retirement Date in an amount equal to the excess, if any, of


a) over b) below:






	 	a)	 	2% of his Average Pensionable Earnings multiplied by his number of years of
Credited Service;
	 
	 	b)	 	his Basic Pension from the Registered Pension Plan, or where such Basic Pension
has been commuted, the Basic Pension he would have received if such
commutation had not taken place.






	5.02	 	In the event a Participant remains in the employ of the Corporation after his Normal
Retirement Date, he shall be entitled to receive an annual supplementary retirement
allowance, payable in equal monthly installments and commencing on the first day of the
month following his actual retirement date, equal to the amount determined in accordance
with Section 5.01, and based on his Credited Service and Average Pensionable Earnings
as of his Normal Retirement Date, and his Basic Pension as of his actual retirement date.





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Section 6 — Early Retirement Benefits





	6.01	 	A Participant may retire prior to his Normal Retirement Date provided he is then at least
55 years of age and has completed at least 2 years of Continuous or Credited Service.
For the purpose of this SERF, his Early Retirement Date shall be the first day of the
month coinciding with or next following the date on which such Participant so retires.
	 
	6.02	 	Where the Participant is at least 58 years of age and the sum of his age and years of
Continuous or Credited Service totals at least 80, such Participant shall be entitled to an
annual supplementary retirement allowance, payable in equal monthly installments,
determined in accordance with Section 5.01 and commencing on his Early Retirement
Date.
	 
	6.03	 	A Participant other than a Participant referred to in Section 6.02 who retires early in
accordance with Section 6.01 shall be entitled to receive an annual supplementary
retirement allowance, payable in equal monthly installments, and commencing on his
Early Retirement Date in an amount equal to the excess, if any, of a) over b) below:






	 	a)	 	2% of his Average Pensionable Earnings multiplied by his number of years of
Credited Service, such amount to be reduced by 0.5% multiplied by the number of months that his Early Retirement Date precedes:






	 	i)	 	where the Participant has completed at least 20 years of
Continuous or Credited Service, the date at which the Participant would first
have qualified for an unreduced supplementary retirement allowance in
accordance with Section 6.02 hereof had he continued in the plan;
	 
	 	ii)	 	where the Participant has not completed 20 years of
Continuous or Credited Service, age 65.






	 	b)	 	his Basic Pension from the Registered Pension Plan, or where such Basic
Pension
has been commuted, the Basic Pension he would have received if such
commutation had not taken place.





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	6.04	 	Where in addition to his Basic Pension, the Participant is entitled to receive a
bridging benefit under the Registered Pension Plan, the amount of his annual supplementary
retirement allowance shall be further reduced by the annual amount of such bridging benefit
during the period for which such bridging benefit continues to be paid.





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Section 7 — Disability





	7.01	 	During a period of disability entitling the Participant to receive disability benefits under
the short-term or long-term disability plan maintained by the Corporation from time to
time, such Participant shall continue to accrue Credited Service for the purpose of this
SERP. During such period, the Participant shall be deemed to receive a salary equal to
the annual rate of base salary he was receiving immediately prior to his becoming
disabled.
	 
	7.02	 	If the Participant, for any reason, ceases to be eligible to receive benefits under the
short-term or long-term disability plan maintained by the Corporation prior to his Normal
Retirement Date and within such period as determined by the Corporation:






	 	a)	 	the Participant returns to active employment with the Corporation, then at
the date
of his subsequent termination, death or retirement, he shall be entitled to
supplementary retirement benefits calculated in accordance with the provisions of
this SERP, taking into account the provisions of Section 7.01 above, or
	 
	 	b)	 	the Participant does not return to active employment with the Corporation
then, he
will be deemed to have terminated his employment or retired for the purposes of
this SERP as of the day he ceases to be eligible to receive benefits from the
disability plans maintained by the Corporation and his supplementary retirement
benefits shall be calculated based on the provisions of this SERP, taking into
account the provisions of Section 7.01 above.






	7.03	 	A Participant whose period of disability continues until his Normal Retirement Date shall
be deemed to have retired on his Normal Retirement Date for the purpose of this SERP.
	 
	7.04	 	In the event of the death of a Participant who is accumulating Credited Service while in
receipt of disability benefits as provided in Section 7.01 hereof, the benefits payable
under this SERP shall be determined in accordance with the terms of Section 9 hereof as
if he died while in service of the Corporation.





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Section 8 — Form of Pension





	8.01	 	The annual supplementary retirement allowance payable to a Participant under this SERP
shall be paid during the lifetime of the Participant. Following the death of the Participant
while in receipt of such supplementary retirement allowance, the Participant’s Spouse
shall be entitled to receive during his or her lifetime an annual supplementary survivor
allowance, payable in equal monthly installments, and commencing on the first day of the
month following the month in which the Participant dies, equal to the excess of a) over b)
below:






	 	a)	 	50% of the annual supplementary retirement allowance that would have
been
payable to the Participant under this SERP at the time of his death, if such
supplementary allowance had not been reduced by the Participant’s Basic
Pension;
	 
	 	b)	 	any survivor pension payable to the Spouse under the Registered Pension Plan
following the death of the Participant, or any survivor pension that would have
been payable had the benefits under the Registered Pension Plan not been
commuted. Where the Registered Pension Plan is a defined contribution pension
plan, and subject to paragraph c) of Section 2.04, the survivor pension payable to
the Spouse shall be equal to 60% of the Participant’s Basic Pension as defined in
Section 2.04.






	8.02	 	If the Participant does not have a Spouse and the Participant dies before 120 monthly
payments of the supplementary retirement allowance have been paid to him, his estate
shall receive a lump sum which is the Actuarial Equivalent of the excess of a) over b)
below:






	 	a)	 	the balance of the 120 monthly payments of the supplementary retirement
allowance that would have been payable to the Participant under this SERP at the
time of his death if such supplementary allowance had not been reduced by the
Participant’s Basic Pension;




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	 	b)	 	any amount payable under the Registered Pension Plan to his estate or any
designated beneficiary following the death of the Participant, or any amount that
would have been payable had the benefits under the Registered Pension Plan not been
commuted. Where the Registered Pension Plan is a defined contribution pension plan,
and subject to paragraph c) of Section 2.04, the amount that would have been payable
to his estate or any designated beneficiary following the death of the Participant,
had the Participant elected to receive his Basic Pension as defined in Section 2.04
as a life annuity with 120 payments guaranteed.





8.03 Optional Form of Pension





	 	 	Instead of receiving his supplementary retirement allowance in accordance with the normal
form of payment described in Sections 8.01 and 8.02, a Participant may elect to receive his
supplementary retirement allowance payable under this SERP under one of the optional forms
determined by the Corporation as eligible for the purpose of this SERP. In such a case, the
Participant must elect the same optional form for purpose of his benefits under the
Registered Pension Plans. However, in the case where the Registered Pension Plan is a
defined contribution pension plan, and subject to paragraph c) of Section 2.04, the
Participant will be deemed to have elected the same form of payment that is elected for
purposes of this SERP.
	 
	 	 	If the Participant elects an optional form of pension, then the amount of his annual
supplementary retirement allowance, prior to applying the offset for his Basic Pension,
shall be adjusted on an Actuarial Equivalent Value basis.





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Section 9 — Death Prior to Retirement





	9.01	 	Death after age 55 but prior to retirement






	 	a)	 	In the event that a Participant dies while in the service of the Corporation
after
having reached age 55 and having completed at least 2 years of Continuous or
Credited Service, his Spouse shall be entitled to receive an annual supplementary
survivor allowance determined in accordance with Section 8.01 hereof as if the
Participant had retired immediately prior to the date of his death and had not
elected an optional form of pension in accordance with Section 8.03. However,
with respect to Section 8.01 b), where the survivor benefit under the Registered
Pension Plan is payable in a lump sum, the survivor pension payable to the
Spouse shall be equal to the pension that could be provided by such lump sum,
calculated on an Actuarial Equivalent Value basis over the survivor’s lifetime.
	 
	 	b)	 	In the event of there being no Spouse at the time of death of a Participant
referred
to in paragraph a) of this Section 9.01, his estate shall receive a lump sum equal
to
the lump sum that would otherwise have been payable under this SERF to the
Participant’s estate as would be determined under Section 8.02 if the Participant
had retired immediately prior to the date of his death. However, with respect to
Section 8.02 b), where the benefit payable to the estate or designated beneficiary
under the Registered Pension Plan is payable in a lump sum, any amount payable
to the estate or designated beneficiary shall be equal to such lump sum.
	 
	 	c)	 	In the event that a Participant who has terminated his employment and who is
entitled to a deferred annual supplementary retirement allowance in accordance
with Section 10.01 or Section 10.02 dies after having reached age 55 and prior to
payment commencement, his Spouse shall be entitled to receive an annual
supplementary survivor allowance determined in accordance with Section 8.01
hereof as if the Participant had requested payment commencement of his deferred
annual supplementary retirement allowance on the first day of the calendar month
immediately preceding or coinciding with his date of death.
	 
	 	 	 	In the event of there being no Spouse at the time of death, his estate shall
receive a lump sum equal to the lump sum that would otherwise have been payable
under the SERP to the Participant’s estate as would be determined under Section
8.02 if




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	 	 	 	the Participant had requested payment commencement of his deferred annual
supplementary retirement allowance on the first day of the calendar month
immediately preceding or coinciding with his date of death.






	9.02	 	Death before age 55






	 	a)	 	In the event that a Participant dies while in service of the Corporation prior
to
having reached age 55 but after having completed at least 2 years of Continuous
or Credited Service, his Spouse or, in the absence of a Spouse his estate, shall
receive a lump sum payment which is the Actuarial Equivalent of the deferred
supplementary retirement allowance that would otherwise have been payable
under the SERP to the Participant as would be determined under Section 10.01 if
the Participant had voluntarily terminated his employment with the Corporation.
	 
	 	b)	 	In the event that a Participant who has terminated his employment and who is
entitled to a deferred annual supplementary allowance in accordance with
Section 10.01 or Section 10.02 dies prior to having reached age 55, his Spouse or,
in absence of a Spouse, his estate shall receive a lump sum payment which is the
Actuarial Equivalent of the deferred supplementary retirement allowance.






	9.03	 	No benefit shall be payable under this SERP following the death of a Participant prior to
having reached age 55 if he has not completed at least 2 years of Continuous or Credited Service.





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Section 10 — Termination of Employment





	10.01	 	Voluntary termination after 2 years of Continuous or Credited Service






	 	 	A Participant who terminates his service with the Corporation on a voluntary basis prior to
his 55th birthday and provided he has then completed at least 2 years of
Continuous or Credited Service shall be entitled to receive a deferred annual supplementary
retirement allowance the amount of which shall be determined as provided hereunder.
	 
	 	 	The Participant may request that payment commencement of his deferred annual supplementary
retirement allowance start on the first day of any calendar month during the period between
his attainment of age 55 and his Normal Retirement Date. The amount of the deferred annual
supplementary retirement allowance payable, shall be established based on the payment
commencement date as follows:






	 	a)	 	if the payment commencement date is the Participant’s Normal Retirement Date :






	 	i)	 	2 % of his Average Pensionable Earnings multiplied by his
number of years of Credited Service; less
	 
	 	ii)	 	his Basic Pension from the Registered Pension Plan, or
where such Basic Pension has been commuted, the Basic Pension he would have
received if such commutation had not taken place.






	 	b)	 	If the payment commencement date is prior to the Participant’s
Normal
Retirement Date:






	 	i)	 	2 % of his Average Pensionable Earnings multiplied by his number of
years of Credited Service, such amount to be reduced by 0.5 % multiplied by
the number of months the payment commencement date precedes the
Participant’s Normal Retirement Date; less
	 
	 	ii)	 	his Basic Pension from the Registered Pension Plan, or
where such Basic Pension has been commuted, the Basic Pension he would have
received if such commutation had not taken place.






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The deferred annual supplementary allowance shall be paid in the same form and in the same
manner as the supplementary retirement allowance that would have been payable if the
Participant had retired on his Normal Retirement Date.




	10.02	 	Involuntary termination after 2 years of Continuous or Credited Service
	 
	 	 	A Participant who, prior to his 55th birthday and provided he has then completed
at least 2 years of Continuous or Credited Service, ceases to be employed by the Corporation
as a result of the termination of his employment initiated by the Corporation for any reason
other than for cause, shall be entitled to receive a deferred annual supplementary
retirement allowance the amount of which shall be determined as provided hereunder.
	 
	 	 	The Participant may request that payment commencement of his deferred annual supplementary
retirement allowance start the first day of any calendar month during the period between his
attainment of age 55 and his Unreduced Early Retirement Date. For such purpose, the
Participant’s Unreduced Early Retirement Date shall correspond to the earliest date he could
have been entitled to an unreduced supplementary early retirement allowance as provided in
Section 6.02, established as if his termination of employment had not occurred.
	 
	 	 	The amount of the deferred annual supplementary retirement allowance payable, shall be
established based on the payment commencement date as follows:






	 	a)	 	if the payment commencement date is the Participant’s Unreduced Early
Retirement Date:






	 	i)	 	2 % of his Average Pensionable Earnings multiplied by his
number of years of Credited Service; less
	 
	 	ii)	 	his Basic Pension from the Registered Pension Plan, or
where such Basic Pension has been commuted, the Basic Pension he would have
received if such commutation had not taken place.






	 	b)	 	If the payment commencement date is prior to the Participant’s Unreduced
Early
Retirement Date:






	 	i)	 	2 % of his Average Pensionable Earnings multiplied by his number of
years of Credited Service, such amount to be reduced by 0.5 % multiplied




-20-









 






	 	 	 	by the number of months the payment commencement date precedes the
Participant’s Unreduced Early Retirement Date; less
	 
	 	ii)	 	his Basic Pension from the Registered Pension Plan, or
where such Basic Pension has been commuted, the Basic Pension he would have
received if such commutation had not taken place.






The deferred annual supplementary allowance shall be paid in the same form and in the same
manner as the supplementary retirement allowance that would have been payable if the
Participant had retired on his Normal Retirement Date.




	10.03	 	No benefit shall be payable under this SERP to a Participant who ceases to be in the
employ of the Corporation prior to his 55th birthday:






	 	a)	 	as a result of the termination of his employment by the Corporation for cause, or
	 
	 	b)	 	as a result of the termination of his employment for any reason prior to having
completed at least 2 years of Continuous or Credited Service.




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Section 11 — Increase in Benefits





	11.01	 	Any ad hoc increases in the pension payments made under the Registered Pension Plan to a
retired Participant, or in the case of his death, to his surviving Spouse, will not have the
effect of reducing benefits otherwise payable under this SERP.
	 
	11.02	 	Any automatic annual increases in the pension payments made under the Registered Pension
Plan, or deemed to have been made if the benefits have been commuted, to a retired
Participant, or in the case of his death, to his surviving Spouse, will have the effect of
reducing benefits otherwise payable under this SERP.
	 
	11.03	 	Effective July 1, 2001, monthly supplementary retirement allowances paid under this SERP,
shall be increased by a percentage as per the following table:





	 	 	 
	Year of Retirement	 	Percentage Increase
	1999
	 	1.4%
	2000
	 	1.4% divided by 12 and multiplied by

the number of months between the date

of retirement and December 31, 2000






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Section 12 — Commutation of Benefits





	12.01	 	Any supplementary retirement allowance or deferred supplementary retirement allowance payable
under this SERP in the form of monthly payments may, at the discretion of the Corporation and
subject to the approval of the Participant or, following his death, of his Spouse, may be paid
in a lump sum calculated in accordance with the Corporation’s policy.
	 
	12.02	 	Any commutation of benefits otherwise payable under this SERP shall, unless it is decided
otherwise by the Corporation at its entire discretion, not be permitted during the first 2
years following the Participant’s retirement or termination of employment. Furthermore, the
Corporation may require that the Participant or other beneficiary of a benefit under this SERP
submit satisfactory evidence of good health before any such benefit is commuted.





-23-









 





Section 13 — Service Outside Canada





	13.01	 	In the event that a Participant’s employment includes periods of service with the
Corporation in Canada (hereinafter called “Canadian Service”) and periods of service in
another country with any affiliated company, any subsidiary or associated company of the
Corporation (hereinafter called “Non Canadian Service”), for the determination of the
Participant’s supplementary benefits hereunder, the following provisions shall apply:






	 	a)	 	the Participant’s Credited Service shall include his periods of Non Canadian
Service during which he continued to accrue credited service under the Registered
Pension Plan plus any other period of Non Canadian Service as approved by the
Corporation;
	 
	 	b)	 	for purposes of calculating the Participant’s Average Pensionable Earnings, the
Participant’s base salary and annual bonus for his Non Canadian Service shall be
established in accordance with the administrative policies and practices of the
Corporation.





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Section 14 — Conditions for Payment





	14.01	 	Notwithstanding anything herein contained to the contrary, no amount of benefit shall be
payable or continued to be paid pursuant to this SERP in the event that during his
employment with the Corporation or during a period of 2 years following his termination
of employment or retirement, the Participant, directly or indirectly, without the consent of
the Corporation:






	 	i)	 	engages in or becomes interested as a principal, agent, officer, employee,
manager, advisor, financial backer, shareholder (except as a passive investor in a
public corporation) or in any other capacity whatsoever in a business which may be
fairly regarded as being in competition with the business of the Corporation; or
	 
	 	ii)	 	assists financially or in any manner whatsoever any person, firm,
association or corporation, whether as principal, agent, officer, employee, manager,
advisor, financial backer, shareholder (except as a passive investor in a public
corporation) or in any capacity whatsoever to enter into, develop, carry on or maintain
a business, which may fairly be regarded as being in competition with the business of
the Corporation.






	14.02	 	Furthermore, notwithstanding anything herein contained to the contrary, no amount of
benefit shall be payable or continued to be paid pursuant to this SERP in the event that
during his employment with the Corporation or at any time thereafter, the Participant fails
to keep confidential any information of a confidential or proprietary nature concerning
the Corporation, its subsidiaries and affiliates and their respective operations, assets,
finances, business and affairs or uses such information for personal advantage, provided
that nothing herein shall prevent the Participant from disclosing information which is
publicly available or which is required to be disclosed under appropriate statutes, rules or
law or legal process.
	 
	 	 	In the event of doubt regarding the confidentiality of any information, the Participant
must verify the confidentiality nature of the information with the Corporation.






-25-









 








Section 15 — General Provisions





	15.01	 	Proof of Age
	 
	 	 	Any Participant or Spouse entitled to benefits hereunder shall, upon request, furnish proof
of age satisfactory to the Corporation. In the case that the age of the Participant or his
Spouse is found to be inexact, the Corporation is authorized to adjust benefits accordingly.
	 
	15.02	 	Executive Employee Rights
	 
	 	 	The implementation of this SERP shall not constitute an enlargement of any rights which a
Participant had apart from his membership in this SERP. The benefits conferred herein shall
not be used to increase damages in respect of the dismissal or termination of employment of
any Participant.
	 
	15.03	 	Non Alienation
	 
	 	 	Subject to any applicable legal requirement, all benefits payable under the terms of this
SERP are for the Participant’s own use and are subject to the following restriction:






	 	i)	 	any transaction that purports to assign, charge, anticipate, surrender or give as
security any right of a person under this SERP or benefit payable under this SERP
shall not be enforceable against this SERP.






Notwithstanding the above paragraph, a Participant can waive his entitlement under this
SERP.




	15.04	 	Non Commutability of Benefits
	 
	 	 	The benefits provided under this SERP shall not be capable of surrender or commutation
except as provided herein.




-26-









 






	15.05	 	Records
	 
	 	 	Wherever the records of the Corporation are used for the purpose of this SERP, such record
shall be considered conclusive of the facts with which they are concerned unless and until
they are proven to be in error.
	 
	15.06	 	Incompetency
	 
	 	 	If, in the opinion of the Corporation, any person receiving or entitled to receive a benefit
under the terms of this SERP is, as a result of physical and mental infirmity, incapable of
managing his affairs, the Corporation may authorize any payment to which such person is
entitled to be made to a curator or administrator appointed by the Court or in the absence
of any such person, payment shall be made to his Spouse, children or other person on his
behalf and such payment shall be in complete discharge of the obligations of the Corporation
under this SERP to make such payment.
	 
	15.07	 	Interpretation






	 	a)	 	The provisions of this SERP shall be interpreted in accordance with the laws
of the Province of Québec and shall be binding upon and enure to the benefit of the
Corporation and its successors and assigns.
	 
	 	b)	 	Headings wherever used herein are for reference purposes only and do not
limit or extend the meaning of any provisions of this SERP.






	15.08	 	Severability
	 
	 	 	Should any of the provisions of this SERP and/or its conditions be illegal or not
enforceable, it or they shall be considered severable and the SERP and the remaining
conditions shall remain in full force and effect and be binding upon the parties as thought
the said provision or provisions have never been included.
	 
	15.09	 	Currency
	 
	 	 	All benefits payable under the SERP shall be in Canadian Currency.




-27-









 






	15.10	 	Taxability of Benefits
	 
	 	 	All benefits under this SERP are expressed on a pre-tax basis and shall be subject to
applicable withholding tax and reporting pursuant to the Income Tax Act (Canada) and any
other applicable law.




-28-









 











Section 16 — Administration





	16.01	 	The Corporation shall decide on all matters relating to the interpretation, administration
and application of this SERP, consistently with the provisions of this SERP and such
interpretation or performance, fairly and reasonably done, shall be final and conclusive.




-29-









 











Section 17 — Future of the Plan





	17.1	 	Notwithstanding anything to the contrary herein, the Corporation reserves the right to amend
or terminate this SERP. Any amendment or decision to terminate this SERP shall be communicated
in writing by the Corporation to the affected Participants indicating the effective date of
such amendment or termination of this SERP which shall not precede the date that such
communication is given to the Participants. No such amendment shall have the effect of
reducing the amount or value of benefits accrued by the Participants under this SERP prior to
the date of such amendment.
	 
	17.2	 	In the event this SERP is terminated as of a given date by a decision of the Corporation as
provided for under Section 17.01, or otherwise, the following provisions shall apply:






	 	a)	 	an active Participant who has reached 55 years of age shall be deemed, for
the purpose of this SERP, to have retired on the date of termination of the SERP (the
“Termination Date”), and shall be entitled to supplementary retirement benefits
determined in accordance with Section 5 or 6, as the case may be;
	 
	 	b)	 	an active Participant who has not yet reached age 55 shall be deemed, for the
purpose of this SERP, to have terminated his employment on the Termination Date as a
result of a Corporation initiated termination of employment and shall be entitled to
supplementary retirement benefits determined in accordance with Section 10.02 hereof;
	 
	 	c)	 	the supplementary retirement benefits to which a Participant is entitled to,
or deemed to be entitled to under Section 17.02 a) or b), as the case may be, shall be
paid in a lump sum amount equal to the Actuarial Equivalent Value of such
supplementary benefits; and
	 
	 	d)	 	the obligations of the Participant pursuant to Section 14.01 and Section
14.02 shall be waived as of the Termination Date.




-30-









 











Appendix A




Additional Service




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Additional Years of Service	 	Vesting date
	Participants	 	Continuous Service	 	Credited Service	 	 
	Louis-Marie Bouchard

	 	 	5.00	 	 	 	5.00	 	 	December 4, 2005 (1)
	Viateur Camiré

	 	 	—	 	 	 	5.03	 	 	April 18,2002
	Luc Caron

	 	 	—	 	 	 	13.03	 	 	July 1st, 2002
	Dave Chown

	 	 	—	 	 	 	1.33	 	 	Fully vested
	Gilbert Demers

	 	 	—	 	 	 	14.21	 	 	July 1st, 2002
	Christian Gélinas

	 	 	—	 	 	 	4.97	 	 	July 1st, 2002
	Mike Innes

	 	 	—	 	 	 	3.083	 	 	Fully vested
	Denis Jean

	 	 	5.00	 	 	 	5.00	 	 	December 4, 2005 (1)
	Yves Laflamme

	 	 	—	 	 	 	17.10	 	 	July 1st, 2002
	Pierre Levasseur

	 	 	—	 	 	 	1.92	 	 	July 1st, 2002
	Gordon Oldford

	 	 	5.00	 	 	 	5.00	 	 	Fully vested
	Jocelyn Pépin

	 	 	5.00	 	 	 	5.00	 	 	January 1, 2011(1)(3)
	Daniel Perkins

	 	 	5.00	 	 	 	5.00	 	 	Fully vested
	André Piché

	 	 	—	 	 	 	9.70	 	 	July 1st, 2002
	Roger Quesnel

	 	 	—	 	 	 	14.49	 	 	July 1st, 2002
	Luc Ranger

	 	 	5.00	 	 	 	5.00	 	 	January 1,2011(1)(3)
	Pierre Rougeau

	 	 	5.00	 	 	 	5.00	 	 	September 4, 2009(1)(2)








 




			
	(l)	 	Gradual Vesting of one year for each year of employment. Vesting
date represents date from which additional years of service will be fully
vested.
	 
	(2)	 	For purposes of gradual vesting, years of employment are only counted from
September 4, 2004 and onward.
	 
	(3)	 	For purposes of gradual vesting, years of employment are only counted from January
1, 2006 and onward.




Extract from the Canadian Supplemental Executive Retirement Plan (SERP) for Executive
Employees of Abitibi-Consolidated Inc.




	 	 	 	 	 
	Approved by:
	 	 	 	 
	 

	 	 

	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





-A-1-









 






Appendix B




Executive Employee who held an MSBA and elected




to convert his defined benefit entitlement




under the prior Abitibi-Price Inc. Registered Pension Plan




to a defined contribution entitlement on January 1, 1996




Jean-Claude Casavant




Allen Dea




Alain Grandmont




Alain Lalonde




Anders Nordin




Ronald Oberlander




William Sheffield





-B-1-