Exhibit 10.3


 


LOUISIANA-PACIFIC
CORPORATION


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Amended
and Restated Effective January 1, 2005


 





















 


LOUISIANA-PACIFIC
CORPORATION


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


Amended
and Restated Effective January 1, 2005


 


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, and September
1, 2004, and is further amended and restated as of January 1, 2005 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.


 


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.


 


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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, 2005, 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, 2005,
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 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


 


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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 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.


 


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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 proceeding 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 Particpant pursuant to Section 5.7(c) by which the
Particpant 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 a
Participant is discharged or resigns in response to a change in day-to-day
duties, or reduction in Compensation or benefits, to a downward change of
title, or to a relocation requested by Employer.


 


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


 


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“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.


 


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 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


 


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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 proceeding 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, 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


 


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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;


 


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


 


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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 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.


 


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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
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):


 


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(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 a 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.


 


(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.


 


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(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           Excise
Tax and Lost Benefit Makeup.  If as a result of participating in the Plan
the Participant is required to pay additional excise tax under Section 4999 of
the Internal Revenue Code (“IRC”), or receives a smaller benefit from any other
Employer retirement plan as a result of any IRC Section 280G Golden
Parachute limitations, then a makeup amount shall be payable from the Plan.
This amount shall be equal to the amount of Section 4999 excise tax
payable and any lost benefit from other Employer retirement plans due to IRC
Section 280G Golden Parachute limitation, as a result of participation in the
Plan, plus any excise tax and income taxes payable due to this payment. The Corporation
and Participant shall cooperate in good faith in making such determination and
in providing the necessary information for this purpose.


 


5.10         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.


 


5.11         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 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


 


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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, 2005
are Curtis M. Stevens, Russell S. Pattee and Andrea L. Vicino. 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.


 


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


 


12





















 


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 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.


 


13





















 


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.


 


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


 


14





















 


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 Oregon. Any dispute or
claim that arises out of or that relates to the Plan or to the interpretation,
breach, or enforcement of the Plan, must be resolved by mandatory arbitration
in accordance with the then effective arbitration rules of Arbitration Service
of Portland, Inc., 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.


 


15





















 


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:

  	
  /s/ Curtis M. Stevens

  	
   

  
	
   

  	
   

  	
  Executive Vice President, Administration,

  and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   August 6, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anton C. Kirshhof

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   August 6, 2005

  	
   

  
						



 


16





















 


LOUISIANA-PACIFIC
CORPORATION


SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN


 


APPENDIX A


 


Definitions


 


Termination
Date


This is the date a
participant leaves employment with the Company. 
Offset account balances are determined as of this date (0% return assumed
to age 62).


 


Commencement
Date


This is the date the first payment is made.  This date will be the first of the 7th month
following the Termination Date for Early Termination, Early Retirement, Normal
Retirement, Deferred Retirement, Change in Control Benefits and Section 5.7(e) Post-Termination
Death Benefits unless a later date was elected by the Participant.  This date will be the first of the month
following the Termination Date for Disability Benefits and Section 4
Pre-Termination Death Benefits (not subject to the 6 month wait).


 


PBGC Interest Rate


The interest rate to use for
the Actuarial Equivalence calculations as specified in Section 2.3 should be
the PBGC Lump Sum Interest Rate for Private Sector Payments effective for the
month immediately preceding the Commencement Date.


 


Actuarial Equivalent Calculations


 


Actuarial
Equivalent assumptions are used for converting:


 


I.      the offset account balances to an immediate
annuity payable at age 62


 


II.    the monthly SERP annuity to a lump-sum


 


III.   the monthly SERP annuity to an optional
annuity benefit form


 


IV.   the monthly age 62 SERP annuity to an
actuarially increased benefit if the benefit commences later than the first of
the month following attainment of age 62


 


1





















 


Calculation Methodology


 


In
general, the following calculation methodology should be applied:


 


a)     Calculate the target benefit at age 62


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62 (0% investment
return assumed to age 62)


 


c)     Subtract 50% of the Social Security Benefit
payable at age 62


 


d)    Convert to an annuity payable as of the
Commencement Date, using the Early Retirement Reduction Factors if applicable


 


e)     Benefits that commence later than the first
of the month following the Participant’s 62nd birthday will be actuarially increased
to adjust for the late commencement


 


f)     Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


Specific calculation
methodologies for each type of benefit are defined below.


 


NORMAL RETIREMENT BENEFIT


 


a)     Calculate the target benefit at age 62


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62


 


c)     Subtract 50% of the Social Security Benefit
payable at age 62


 


d)    Actuarially increase the annuity benefit from
age 62 to the Commencement Date


 


e)     Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


DEFERRED RETIREMENT BENEFIT


 


a)     Calculate the target benefit as of the
Termination Date


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable as of the Determination Date


 


c)     Subtract 50% of the Social Security Benefit
payable as of the Determination Date


 


d)    Actuarially increase the annuity benefit from
the Termination Date to the Commencement Date


 


e)     Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


2





















 


EARLY RETIREMENT BENEFIT


 


a)     Calculate the target benefit at age 62


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62 (0% investment
return assumed to age 62)


 


c)     Subtract 50% of the Social Security Benefit
payable at age 62


 


d)    Multiply by the Early Retirement Factor (with
or without approval as defined in the Plan Document) to convert to an annuity
payable as of the Commencement Date. 
Actuarially increase the annuity benefit from age 62 to the Commencement
Date if the benefit commences later than the first of the month following the
Participant’s 62nd birthday.


 


e)     Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


EARLY TERMINATION BENEFIT


 


a)     Calculate the target benefit at age 62


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62 (0% investment
return assumed to age 62)


 


c)     Subtract 50% of the Social Security Benefit
payable at age 62


 


d)    Multiply by the service ratio as defined in
the Plan Document


 


e)     Actuarially adjust the annuity benefit from
age 62 to the Commencement Date


 


f)     Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


DISABILITY BENEFIT


 


a)     Use Final Average Compensation for the 60
month prior to the Disability if this results in a larger benefit


 


b)    Participant continues to accrue service until
the later of age 62 or recovery from Disability


 


c)     Calculate the target benefit at age 62


 


d)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62 (0% investment
return assumed to age 62)


 


e)     Subtract 50% of the Social Security Benefit
payable at age 62


 


f)     Actuarially adjust the annuity benefit from
age 62 to the Commencement Date


 


g)    Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


3





















 


CHANGE IN CONTROL BENEFIT


 


a)     Add 2 years of Credited Service


 


b)    Use the greater of Final Compensation or
Final Average Compensation


 


c)     Assume Early Retirement with Approval


 


e)     Calculate the target benefit at age 62


 


f)     Subtract the offset balances as of the
Termination Date converted to an annuity payable at age 62 (0% investment
return assumed to age 62)


 


g)    Subtract 50% of the Social Security Benefit
payable at age 62


 


h)    Multiply by the Early Retirement Factor (with
approval) to convert to an annuity payable as of the Commencement Date


 


i)      Convert the annuity as of the Commencement
Date to a lump-sum or optional annuity benefit form if elected by participant


 


PRE-TERMINATION DEATH BENEFIT


 


a)     Calculate the target benefit as of the later
of age 62 or the Termination Date


 


b)    Subtract the offset balances as of the
Termination Date converted to an annuity payable at the later of age 62 or the
Termination Date (0% investment return assumed to age 62)


 


c)     Subtract 50% of the Social Security Benefit
payable at the later of age 62 or the Termination Date


 


d)    Convert to an annuity payable as of the
Commencement Date using the 3% per year Early Retirement Reduction Factor if
participant died prior to attaining age 62


 


e)     Divide the benefit in half


 


f)     Benefit is payable as of the Commencement
Date for the life of the Spouse


 


g)    Compare the benefit to the Post-Termination
Death Benefit and pay the larger of the two


 


POST-TERMINATION DEATH BENEFIT


 


a)     Applies to death between Termination Date and
Commencement Date


 


b)    Death benefit is based on form elected and is
payable as of the participant’s Commencement Date.  No death benefit is due if a Single Life
Annuity was elected.  If a lump-sum was
elected, it will be paid to the beneficiary.


 


c)     Follow procedures above for applicable
benefit type


 


4