LOUISIANA-PACIFIC CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective July 1, 1997
TABLE OF CONTENTS PAGE
ARTICLE I--PURPOSE; EFFECTIVE DATE.............................................1
ARTICLE II--DEFINITIONS........................................................1
2.1 Acquiring Person ..........................................................1
2.2 Actuarial Equivalent ......................................................1
2.3 Beneficiary ...............................................................1
2.4 Change in Control..........................................................2
2.5 Committee..................................................................3
2.6 Compensation...............................................................3
2.7 Corporation................................................................3
2.8 Deferred Retirement Date...................................................3
2.9 Disability.................................................................3
2.10 Early Retirement Date.....................................................3
2.11 Employer..................................................................3
2.12 Final Average Compensation................................................4
2.13 Final Compensation........................................................4
2.14 Involuntarily Terminated..................................................4
2.15 Normal Retirement Date....................................................4
2.16 Participant...............................................................4
2.17 Participation Agreement...................................................4
2.18 Qualified Retirement Plan.................................................4
2.19 Retirement................................................................4
2.20 Spouse....................................................................4
2.21 Supplemental Retirement Benefit...........................................5
2.22 Target Retirement Percentage..............................................5
2.23 Years of Credited Service.................................................5
2.24 Years of Participation....................................................5
ARTICLE III--PARTICIPATION AND VESTING.........................................5
3.1 Eligibility and Participation..............................................5
3.2 Vesting....................................................................5
3.3 Cessation of Eligibility...................................................5
ARTICLE IV--PRERETIREMENT SURVIVOR BENEFIT.....................................6
4.1 Pretermination Survivor Benefit............................................6
(i)
TABLE OF CONTENTS
PAGE
ARTICLE V--SUPPLEMENTAL RETIREMENT BENEFITS....................................6
5.1 Normal Retirement Benefit..................................................6
5.2 Deferred Retirement Benefit................................................6
5.3 Early Retirement Benefit...................................................6
5.4 Early Termination Retirement Benefit.......................................7
5.5 Change in Control Benefits.................................................7
5.6 Minimum Benefit............................................................7
5.7 Disability Retirement Benefit..............................................7
5.8 Payment of Benefits........................................................8
5.9 Accelerated Distribution...................................................8
5.10 Excise Tax and Lost Benefit Makeup........................................9
5.11 Withholding; Payroll Taxes................................................9
5.12 Payment to Guardian.......................................................9
ARTICLE VI--BENEFICIARY DESIGNATION............................................9
6.1 Beneficiary Designation....................................................9
6.2 Changing Beneficiary.......................................................9
6.3 Community Property........................................................10
6.4 No Beneficiary Designation................................................10
ARTICLE VII--ADMINISTRATION...................................................11
7.1 Committee; Duties.........................................................11
7.2 Agents....................................................................11
7.3 Binding Effect of Decisions...............................................11
7.4 Indemnity of Committee....................................................11
7.5 Binding Effect of Decisions...............................................12
7.6 Indemnity of Committee....................................................12
ARTICLE VIII--CLAIMS PROCEDURE................................................12
8.1 Claim.....................................................................12
8.2 Denial of Claim...........................................................12
8.3 Review of Claim...........................................................12
8.4 Final Decision............................................................12
ARTICLE IX--TERMINATION, SUSPENSION OR AMENDMENT..............................13
9.1 Termination, Suspension or Amendment of Plan..............................13
(ii)
TABLE OF CONTENTS
PAGE
ARTICLE X--MISCELLANEOUS......................................................13
10.1 Unfunded Plan............................................................13
10.2 Unsecured General Creditor...............................................13
10.3 Trust Fund...............................................................13
10.4 Nonassignability.........................................................13
10.5 Not a Contract of Employment.............................................14
10.6 Protective Provisions....................................................14
10.7 Terms....................................................................14
10.8 Captions.................................................................14
10.9 Governing Law; Arbitration...............................................14
10.10 Validity................................................................14
10.ll Notice..................................................................14
10.12 Successors..............................................................15
(iii)
LOUISIANA-PACIFIC CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I--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"). It is intended
that the Plan will aid in retaining and attracting employees of exceptional
ability by providing them with these benefits. This Plan shall be effective as
of July 1, 1997.
ARTICLE II--DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated, unless the context clearly indicates otherwise:
2.1 Acquiring Person
"Acquiring Person" means any person or related person or related
persons which constitute a "group" for purposes of Section 13(d) and Rule 13d-5
under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
provided, however, that the term Acquiring Person shall not include:
(a) Corporation or any of its Subsidiaries;
(b) Any employee benefit plan or related trust of Corporation or
any of its Subsidiaries;
(c) Any entity holding voting capital stock of Corporation for or
pursuant to the terms of any such employee benefit plan; or
(d) Any person or group solely because such person or group has
voting power with respect to capital stock of Corporation arising from
a revocable proxy or consent given in response to a public proxy or
consent solicitation made pursuant to the Exchange Act.
2.2 Actuarial Equivalent
"Actuarial Equivalent" means equivalence in value between two (2) or
more forms and/or times of payment based on a determination by an actuary chosen
by the Corporation, using sound actuarial assumptions at the time of such
determination.
2.3 Beneficiary
"Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after a Participant's death.
PAGE 1-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
2.4 Change in Control
A "Change in Control" shall occur upon:
(a) The acquisition by any Acquiring Person of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
twenty percent (20%) or more of the combined voting power of the then
outstanding securities which vote generally in the election of
directors ("Voting Securities"); provided, however, that for purposes
of this paragraph (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 by any corporation pursuant to a
transaction that complies with clauses (i), (ii), and (iii) of
paragraph (c) of this definition of Change in Control; or
(b) During any period of twelve (12) consecutive calendar months,
individuals who at the beginning of such period constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual who
becomes a director during the period whose election, or nomination for
election, by Corporation's shareholders was approved by a vote of at
least a majority of the directors then constituting 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 (as such term is used in Section
3(d) and 14(d) of the Exchange Act) other than the Board; or
(c) Consummation of a reorganization, merger, or consolidation or
sale or other disposition of all or substantially all of the assets of
Corporation (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 of the Voting Securities
outstanding immediately prior to such Business Combination
beneficially own, directly or indirectly, more than fifty percent
(50%) 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 (1) or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination, of the Voting Securities;
(ii) No Person (excluding any employee benefit plan, or
related trust, of Corporation or such corporation resulting from
such Business Combination) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
PAGE 2-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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 any plan or
proposal for the liquidation or dissolution of Corporation.
2.5 Committee
"Committee" means the Committee appointed by the Chief Executive
Officer to administer the Plan pursuant to Article VII.
2.6 Compensation
"Compensation" means base pay and annual incentives 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, group life insurance premiums, or
any other payments or benefits other than normal Compensation.
2.7 Corporation
"Corporation" means Louisiana-Pacific Corporation, a Delaware
corporation, or any successor to the business thereof.
2.8 Deferred Retirement Date
"Deferred Retirement Date" means the first day of the month coincident
with or next following the Participant's severance of employment if it occurs
after the Participant's Normal Retirement Date.
2.9 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.
2.10 Early Retirement Date
"Early Retirement Date" means the date on which the Participant
terminates employment 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.
2.11 Employer
PAGE 3-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
"Employer" means the Corporation and any affiliated or subsidiary
corporation of the Corporation which is incorporated under the laws of any state
of the United States.
2.12 Final Average Compensation
"Final Average Compensation" means the Participant's Compensation
during the sixty (60) consecutive calendar months 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).
2.13 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 incentive paid the last three (3) years, divided by twelve (12). If the
Participant has not been a Participant in the Employer's annual incentive plan
for three (3) full years or been an employee for a full twelve (12) months, then
the preceding determination shall be adjusted pro rata.
2.14 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.
2.15 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).
2.16 Participant
"Participant" means any individual who is participating or has
participated in this Plan as provided in Article III.
2.17 Participation Agreement
"Participation Agreement" means the agreement filed by a Participant
which acknowledges assent to the terms of the Plan.
2.18 Qualified Retirement Plan
"Qualified Retirement Plan" means the Louisiana-Pacific Corporation
Salaried Employees' Stock Ownership Trust and any successor thereof.
2.19 Retirement
"Retirement" means a Participant's separation from employment with the
Employer at the Participant's Early Retirement Date, Normal Retirement Date, or
Deferred Retirement Date.
2.20 Spouse
PAGE 4-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
"Spouse" means a Participant's wife or husband who is lawfully married
to the Participant at the time of the Participant's death.
2.21 Supplemental Retirement Benefit
"Supplemental Retirement Benefit" means the benefit determined under
Article V of this Plan.
2.22 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 Article V, 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.
2.23 Years of Credited Service
"Years of Credited Service" means the number of years of credited
vesting service determined under the provisions of the Employer's Qualified
Retirement Plan.
2.24 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 this Plan. For the initial Participants, as set out in Appendix A, Years of
Participation shall be measured from January 1, 1997.
ARTICLE III--PARTICIPATION AND VESTING
3.1 Eligibility and Participation
(a) ELIGIBILITY. Eligibility to participate in the Plan shall be
limited to those employees who are designated by the Committee.
(b) PARTICIPATION. An employee's participation in the Plan shall
be effective upon notification of the employee of his status as a
Participant by the Committee. Participation in the Plan shall continue
until such time as the Participant terminates employment with the
Employer, and as long thereafter as the Participant is eligible to
receive benefits under this Plan.
3.2 Vesting
Each Participant shall be one hundred percent (100%) vested in benefits
under this Plan after completing five (5) Years of Participation in the Plan.
The preceding notwithstanding, each Participant shall be one hundred percent
(100%) vested in benefits under this Plan upon death, Disability or a Change in
Control.
3.3 Cessation of Eligibility
PAGE 5-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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.
ARTICLE IV--PRERETIREMENT SURVIVOR BENEFIT
4.1 Pretermination 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 equal to one-half (1/2) of the monthly accrued
Supplemental Retirement Benefit payable monthly for the life of the Spouse.
ARTICLE V--SUPPLEMENTAL RETIREMENT BENEFITS
5.1 Normal Retirement Benefit
If a Participant retires on their Normal Retirement Date, the Employer
shall pay to the Participant a monthly Supplemental Retirement Benefit 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 sixty-two (62), and
(b) An amount equal to the Participant's Qualified Retirement Plan
balance converted to a monthly life annuity. Such conversion shall be
at the PBGC immediate annuity rate;
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 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 a monthly Supplemental Retirement Benefit 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 sixty-two (62) based on
the then current law and assuming no future increases in Compensation,
and
(b) An amount equal to the Participant's Qualified Retirement Plan
balance at termination converted to a life annuity using the PBGC
immediate annuity rate;
PAGE 6-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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 benefit commencement date precedes the Participant's sixty-second
(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 benefit commencement date precedes the Participant's sixty-second (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 Service at termination
over Years of Service the Participant would have had at age sixty-two (62). The
Participant may elect to delay the receipt of Early Retirement benefits if the
election is filed ninety (90) days before termination. Benefits may not be
delayed beyond age sixty-five (65).
5.4 Early Termination Retirement Benefit
If a Participant terminates employment prior to Early Retirement, the
Employer shall pay to the Participant a monthly Supplemental Retirement Benefit
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 determined at age sixty-two (62), and
(ii) An amount equal to the Qualified Retirement Plan balance
at age sixty-two (62) converted to life annuity using the PBGC
immediate annuity rate;
(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 Service at
termination over Years of Service the Participant would have had at age
sixty-two (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 Service under the Plan, and the greater of Final Compensation or Final
Average Compensation shall be used in determining the Participant's benefit. For
such Involuntarily Terminated Participants, benefits shall be payable at the
later of age fifty-five (55) or their date of termination. Such benefit shall be
calculated pursuant to Section 5.3 and as if the Participant Retired with the
approval of the Committee. In Section 5.3(b), the measurement date of the
Qualified Retirement Plan balance shall be the date benefits commence.
5.6 Minimum Benefit
All Participants shall receive a minimum benefit under this Plan equal
to any benefit payable from the Louisiana-Pacific Supplemental Benefit Plan,
payable in the form of a life annuity.
5.7 Disability Retirement Benefit
PAGE 7-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
If a person terminates employment prior to Normal Retirement as a
result of Disability, the Employer shall pay to the Participant a Supplemental
Retirement Benefit commencing at the Participant's Normal Retirement Date equal
to the amount the Participant would have received at such time under the Normal
Retirement provisions of this Article. For purposes of this calculation, Years
of Credited Service and Years of Participation shall continue to accrue during
the period of Disability and the Participant's Final Average Compensation shall
be based only on the amounts earned during the sixty (60) months prior to
Disability if this provides the Participant with a greater benefit.
5.8 Payment of Benefits
(a) FORM OF BENEFIT PAYMENTS. The normal form of benefit payment
shall be a life annuity. Any other form of benefit elected by the
Participant shall be the Actuarial Equivalent to a life annuity. At the
time of enrollment the Participant shall elect the form of benefit
payment. The form of benefit payments available to the Participant
shall be:
(i) Life Annuity.
(ii) 10-Year Certain and Life.
(iii) 50% Joint and Survivor.
(iv) 100% Joint and Survivor.
Participants may amend their form of benefit election by filing a
change form with the Committee at least ninety (90) days before
termination of employment.
(b) COMMENCEMENT OF BENEFIT PAYMENTS. The Supplemental Retirement
Benefits payable to a Participant under the Normal and Deferred
Retirement provisions of this Article shall commence within thirty (30)
days of the Participant's termination of employment. The Early
Retirement Benefit payable to a Participant shall commence within
thirty (30) days of Participant's termination. However, the Participant
may elect to delay the commencement of the benefit if such election is
made at least ninety (90) days prior to termination (may not be delayed
beyond sixty-second (62nd) birthday). The Supplemental Retirement
Benefits payable to a Participant under the Early Termination or
Disability provisions of this Article shall commence within thirty (30)
days of the Participant attaining age sixty-two (62).
5.9 Accelerated Distribution
Notwithstanding any other provision of the Plan, at any time a
Participant shall be entitled to receive, upon written request to the Committee,
a lump-sum distribution of the Actuarial Equivalent of the Participant's unpaid
vested accrued benefits under this Plan on the date on which the Committee
receives the written request. The vested accrued benefit for active Participants
shall be calculated assuming the Participant had terminated without permission
on the date the distribution is requested. Each accelerated distribution shall
be subject to a penalty equal to ten percent (10%) of the amount that would
otherwise be distributed, and that amount shall be forfeited by the Participant.
The amount payable under this section shall be paid in a lump sum within
sixty-five (65) days following the receipt of the notice by the Committee from
the Participant. In the event a Participant requests and obtains an accelerated
distribution under this section and remains employed by the Employer,
participation will cease and there will be no future benefit accruals under this
Plan for a period of one (1) year.
PAGE 8-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
5.10 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 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 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.
5.11 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.
5.12 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.
ARTICLE VI--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 complete distribution to Participant of the benefits due under
the Plan. Each Beneficiary designation shall be in a written form prescribed by
the Committee, and will be effective only when filed with the Committee during
the Participant's lifetime.
6.2 Changing Beneficiary
Subject to Section 6.3, any Beneficiary designation may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new designation with the Committee. The filing of a new designation
shall cancel all designations previously filed. If a Participant's Compensation
is community property, any Beneficiary designation shall be valid or effective
only as permitted by applicable law.
PAGE 9-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
6.3 Community Property
If the Participant resides in a community property state, the following
rules shall apply:
(a) Designation by a married Participant of a Beneficiary other
than the Participant's Spouse shall not be effective unless the Spouse
executes a written consent that acknowledges the effect of the
designation, or it is established the consent cannot be obtained
because the Spouse cannot be located.
(b) A married Participant's Beneficiary designation may be changed
by a Participant with the consent of the Participant's Spouse as
provided for in Section 6.3(a) by the filing of a new designation with
the Committee.
(c) If the Participant's marital status changes after the
Participant has designated a Beneficiary, the following shall apply:
(i) If the Participant is married at the time of death but
was unmarried when the designation was made, the designation shall
be void unless the Spouse has consented to it in the manner
prescribed in Section 6.3(a).
(ii) If the Participant is unmarried at the time of death but
was married when the designation was made:
a) The designation shall be void if the Spouse was named
as Beneficiary unless Participant had submitted a change of
beneficiary listing the former Spouse as the beneficiary.
b) The designation shall remain valid if a non-Spouse
Beneficiary was named.
(iii)If the Participant was married when the designation was
made and is married to a different Spouse at death, the
designation shall be void unless the new Spouse has consented to
it in the manner prescribed above.
6.4 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.
PAGE 10-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE VII--ADMINISTRATION
7.1 Committee; Duties
The Plan shall be administered by the Committee, which shall consist of
not less than three (3) persons appointed by the Chief Executive Officer and
which may include the CEO as a member. 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.
A majority vote of the Committee members shall control any decision. Members of
the Committee may be Participants under the Plan.
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 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.
PAGE 11-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
7.5 Binding Effect of Decisions
The decision or action of the Committee in respect of any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest
in the Plan.
7.6 Indemnity of Committee
The Employer shall indemnify and hold harmless the members of the
Committee and the against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan, except in
the case of gross negligence or willful misconduct.
ARTICLE VIII--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.
PAGE 12-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE IX--TERMINATION, SUSPENSION OR AMENDMENT
9.1 Termination, Suspension or Amendment of Plan
The Board may, in its sole discretion, terminate or suspend this Plan
at any time or from time to time, in whole or in part. Any amendment may provide
different benefits or amounts of benefits from those herein set forth. However,
no such termination suspension or amendment shall adversely affect the benefits
of Participants which have accrued prior to such action or the benefits of any
Beneficiary of a Participant who has previously died.
ARTICLE X--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, all ongoing Deferral Commitments shall terminate, no
additional Deferral Commitments will be accepted by the Committee, and the
amount of each Participant's vested Account balance 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
PAGE 13-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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 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
PAGE 14-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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.
10.12 Successors
The provisions of the Plan 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/ William L. Hebert
Vice President, Treasurer
and Controller
By: /s/ Anton C. Kirchhof
Secretary
Dated: July 15, 1997
PAGE 15-SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN