exv10w81






EXHIBIT 10.81




AMENDMENT NO. ONE




TO THE



ABITIBI-CONSOLIDATED INC.

EXECUTIVE DEFERRED SHARE UNITS PLAN



(As originally adopted, effective January 1, 2006)


Pursuant to Section 3.5 thereof, the Abitibi-Consolidated Inc. Executive Deferred Share Unit Plan
(the “Plan”) is hereby amended by Abitibi-Consolidated Inc. (the “Corporation”), effective January
1, 2005, to make the following changes, which are described in the attached summary of changes:





	(A)	 	Subsection (g) of Section 1.2 is amended to read in its entirety as follows:
	 
	1.2	 	Definitions





• • •





	 	(a)	 	“Executive’s Annual Incentive Remuneration”
means all performance base bonus amounts (if any) payable to an
Eligible Executive by the Corporation or a subsidiary of the
Corporation in respect of the services provided to the
Corporation or subsidiary by the Eligible Executive in any
calendar year; pursuant to the Annual Incentive Remuneration
Performance Criteria set forth in Appendix I hereto;





• • •





	(B)	 	Subsection (a) of Section 2.1 is amended to read in its entirety as follows:
	 
	2.1	 	Payment and Deferral of Annual Remuneration





• • •





	 	(b)	 	Method of Electing. To elect a form or forms
of payment of an Executive’s Annual Incentive Remuneration, the
Eligible Executive shall complete and deliver to the Secretary
of the Corporation a written election by no later than December
31 of the calendar year immediately preceding the calendar year
in which the Executive’s annual Incentive Remuneration becomes
payable or, in the case of an Eligible Executive whose
remuneration from the Corporation or a subsidiary of the
Corporation is subject to United States of America federal
income taxes, effective from and after January 1, 2005, by no




 









 






	 	 	 	later than June 30 of the calendar year immediately preceding
the calendar year in which the Executive’s Annual Incentive
Remuneration is earned. The Eligible Executive’s written
election shall designate the percentage of the Executive’s
Annual Incentive Remuneration for the applicable calendar year
that is to be deferred into Deferred Share Units and the
percentage to be paid in cash. In the absence of a designation
to the contrary, the Eligible Executive’s election for the
latest calendar year with respect to the percentage of the
Executive’s Annual Incentive Remuneration that is to be deferred
into Deferred Share Units and the percentage that is to be paid
in cash shall continue to apply to all subsequent Executive’s
Annual Incentive Remuneration payments until the Eligible
Executive submits another written election in accordance with
this paragraph. An Eligible Executive shall only file one
election in respect of the Executive’s Annual Incentive
Remuneration payable in any calendar year and the election shall
be irrevocable for that year. If no election is made, and no
prior election remains effective, the eligible Executive shall
be deemed to have elected to be paid all the executive’s annual
Incentive Remuneration for the applicable calendar year in cash.





• • •





	(C)	 	Section 2.3 is amended to read in its entirety as follows:




Section 2.3     Termination of Service





	 	(a)	 	Termination of Service. This subsection (a)
only applies to an Eligible Executive who either (i) has not
elected Deferred Share Units after December 31, 2004, or (ii)
whose remuneration from the Corporation or a subsidiary of the
Corporation has never been subject to United States of America
federal income tax laws.) An Eligible Executive who has retired
from all positions with the Corporation and any subsidiary of
the Corporation as officer, executive and director, or who,
except as a result of death, has otherwise ceased to hold any
such positions with the Corporation and any such subsidiaries,
may redeem the Deferred Share Units credited to the Eligible
Executive’s account by filing with the Secretary of the
Corporation a notice of redemption of the Deferred Share Units
in the prescribed form on or before December 15 of the first
calendar year commencing after the date the Eligible Executive
retires from or otherwise ceases to hold such positions. If
the Eligible Executive fails to file a notice of redemption of
the Deferred Share Units on or before such December 15, the
Eligible Executive shall be deemed to




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	 	 	 	have filed with the Secretary of the Corporation a notice of
redemption on such December 15. The date on which a notice
of redemption is filed or deemed to be filed with the
Secretary of the Corporation is the “Filing Date”. The
notice of redemption filed by the Eligible Executive shall
specify that the Eligible Executive has elected to receive
either (i) a lump sum cash payment (net of any applicable
withholdings) (the “Final Payment”) equal to the number of
Deferred Share Units credited to the eligible Executive’s
account as of the filing Date multiplied by the Fair Market
Value per Common Share on the Filing Date; or (ii) the
number of Common Shares that may be purchased with the Final
Payment on the basis set out in this paragraph below by the
Trustee. The eligible Executive may also elect on the
notice of redemption to receive a percentage of the final
Payment in cash and the remaining percentage of the final
Payment by the purchase of common Shares, in either case in
accordance with the preceding sentence as appropriately
amended. If a notice of redemption is deemed to be filed or
the notice of redemption filed does not specify receipt of
cash or Common Shares, the eligible Executive shall be
deemed to have elected to receive the entire payment in
cash. Within 7 days following the Filing Date, the
Corporation shall either: (i) if the eligible Executive
elected to receive all or a portion of the final Payment,
make such payment to the Eligible Executive; or (ii) if the
eligible Executive elected to receive Common Shares,
contribute all or the appropriate portion of the Final
Payment to the Trustee and require the Trustee to use such
amount as soon as practicable thereafter to purchase Common
Shares on the principal Canadian stock exchange on which the
Common Shares are traded. An amount that would otherwise
give rise to fractional shares shall be paid in cash.
	 
	 	(b)	 	Death of Eligible Executive. This subsection
(b) only applies in the event of the death of an Eligible
Executive who either (i) has not elected Deferred Share Units
after December 31, 2004, or (ii) whose remuneration from the
Corporation or a subsidiary of the Corporation has never been
subject to United States of America federal income tax laws.
In the event of the death of such an Eligible Executive, the
Corporation shall, within 90 days of the Eligible Executive’s
death, make a lump sum cash payment to or for the benefit of
the legal representative or beneficiary of the Eligible
Executive. The lump sum cash payment shall equal the number of
Deferred Share Units credited to the Eligible Executive’s
Account on the date of




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	 	 	 	payment multiplied by the Fair Market Value per Common Share
on the day immediately preceding the date of payment. If
permitted by applicable law, the Eligible Executive may
appoint a beneficiary of his rights under the Plan.
“Beneficiary” for the purpose of the Plan means a person who
is a relation or dependent of the eligible Executive.
	 
	 	(c)	 	Death of Eligible Executive after Retirement.
If an Eligible Executive who either (i) has not elected
Deferred Share Units after December 31, 2004, or (ii) whose
remuneration from the Corporation or a subsidiary of the
Corporation has never been subject to United States of America
federal income tax laws dies after ceasing to hold all
positions as officer, executive and director of the corporation
or any of its subsidiaries but before filing a notice of
redemption with the Secretary of the Corporation, paragraphs
2.3(a) and (b) shall apply with such modifications as the
circumstances require provided that, in no event shall payment
be made later than December 31 of the first calendar year
commencing after the Eligible Executive ceases to hold the
aforementioned positions.
	 
	 	(d)	 	Subsections (a), (b) and (c) of this Section
2.3 do not apply to Deferred Share Units elected by an Eligible
Executive after December 31, 2004, if the Eligible Executive’s
remuneration from the Corporation or a subsidiary of the
Corporation was subject to United States of America federal
income taxes. The form of payment of any such Deferred Share
Units, must be irrevocably elected by June 30 of the calendar
year in which such Deferred Share Units are earned, even though
the payment of the Deferred Share Units value will not be made
in cash or in Common Shares until the Eligible Executive’s
retirement, other termination of service or death. This
election must be made by the time just described to comply with
U.S. federal income tax laws. Any such Eligible Executive who
elected Deferred Share Units in lieu of cash in 2005 shall be
afforded a one time opportunity to irrevocably elect by not
later than December 30, 2005 either:






	 	 	 	(i) the form of payment of all the Deferred Share
Units elected after December 31, 2005, to be made
upon the eligible Executive’s termination of service,
retirement or death; or
	 
	 	 	 	(ii) the cancellation of the election of the Deferred
Share Units elected in 2005, in which event, any
Annual Incentive Remuneration earned by the




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	 	 	 	Eligible Executive in 2005 shall be paid to the
Eligible Executive entirely in cash.






	 	 	 	If no election is made by the Eligible Executive by December
30, 2005, the Eligible Executive shall be deemed to have
elected to cancel his 2005 election of Deferred Share Units.






	(D)	 	Appendix I is added to read as follows:





APPENDIX I

EXECUTIVE ANNUAL INCENTIVE REMUNERATION PERFORMANCE CRITERIA



For each Eligible Executive of the Corporation, it is the Corporation’s policy to tie annual
incentive compensation to measurable corporate and, in most cases, division results. Consequently,
the Corporation uses pre-determined key performance indicators called “Closely Watched Numbers”
(CWNs) to set measurable stretch targets. These CWNs can be separated into two main categories:
corporate and divisional. Corporate CWNs include 4 or 5 financial indicators usually chosen from
among the following: Return on Capital Employed (ROCE); Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA); Cash Flow; and Cost Improvement Programs. Environment,
Health & Safety and Customer Satisfaction objectives complete the annual corporate CWNs grouping.
These financial criteria account for 70% to 75% of the weighting in the Corporation CWNs. The
Human Resources Committee of the Board of Directors of the Corporation reviews and recommends to
the Board of Directors of the Corporation the corporate CWNs at the beginning of each year and
assesses performance based on actual results once the financial year is completed. Each division
has its own CWNs.




     In WITNESS WHEREOF, the Corporation has caused this Plan Amendment No. One to be duly executed
this 13th day of December 2005, to be effective as of January 1, 2005.



	 	 	 	 	 	 	 
	 	 	ABITIBI-CONSOLIDATED INC.,

the Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Its:
	 	/s/ Jacques P. Vachon
 
Senior Vice President, Corporate

Affairs and Secretary
	 	 
	 

	 	 	 	 

	 	 







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