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<SEC-DOCUMENT>0000892917-04-000225.txt : 20040816
<SEC-HEADER>0000892917-04-000225.hdr.sgml : 20040816
<ACCEPTANCE-DATETIME>20040816154148
ACCESSION NUMBER:		0000892917-04-000225
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20040816
EFFECTIVENESS DATE:		20040816

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LOUISIANA-PACIFIC CORP
		CENTRAL INDEX KEY:			0000060519
		STANDARD INDUSTRIAL CLASSIFICATION:	SAWMILLS, PLANNING MILLS, GENERAL [2421]
		IRS NUMBER:				930609074
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-118269
		FILM NUMBER:		04978540

	BUSINESS ADDRESS:	
		STREET 1:		414 UNION STREET
		STREET 2:		SUITE 2000
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37219-1711
		BUSINESS PHONE:		6159865600

	MAIL ADDRESS:	
		STREET 1:		414 UNION STREET
		STREET 2:		SUITE 2000
		CITY:			NASHVILLE
		STATE:			TN
		ZIP:			37219-1711

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LOUISIANA PACIFIC CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>lps-8804defcomp.txt
<DESCRIPTION>2004 EXEC DEFERRED COMPENSATION PLAN
<TEXT>
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



                          LOUISIANA-PACIFIC CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                          93-0609074
   (State of incorporation)                   (IRS Employer Identification No.)

        414 Union Street, Suite 2000
        Nashville, Tennessee                              37219
   (Address of principal executive offices)             (Zip Code)


                          LOUISIANA-PACIFIC CORPORATION
                    2004 EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)


                                Anton C. Kirchhof
                                    Secretary
                          Louisiana-Pacific Corporation
                                805 S.W. Broadway
                             Portland, Oregon 97205
                            Telephone (503) 821-5100
           (Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
 ===========================================================================================

       Title of         Amount to be    Proposed Maximum   Proposed Maximum     Amount of
   Securities to be      Registered      Offering Price       Aggregate       Registration
      Registered                         Per Obligation    Offering Price          Fee
 -------------------------------------------------------------------------------------------
<S>                     <C>               <C>               <C>                <C>
 Deferred Compensation
    Obligations (1)      $10,000,000       100%              $10,000,000          $1,267
 ===========================================================================================
</TABLE>

(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
     Louisiana-Pacific Corporation to pay deferred compensation in the future in
     accordance  with  the  terms  of  the  Louisiana-Pacific  Corporation  2004
     Executive Deferred Compensation Plan.


================================================================================













<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following  documents  filed by the  registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

          (a) The  registrant's  annual  report on Form 10-K for the year  ended
          December 31, 2003.

          (b) The  registrant's  quarterly  report on Form 10-Q for the quarters
          ended March 31, 2004 and June 30, 2004.

          (c) The registrant's  current reports on Form 8-K filed on February 5,
          2004 (as to Item 5 only), March 15, 2004 and March 26, 2004.

          (d) The  description  of the  registrant's  Common  Stock  included as
          Exhibit 99.1 to the registrant's  current report on Form 8-K filed May
          26, 1998.

          (f) The description of preferred  stock purchase  rights  contained in
          the  registrant's  Registration  Statement  on Form 8-A  filed May 26,
          1998.


     All  documents  filed by the  registrant  subsequent  to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.
         -------------------------

     Under   the   Louisiana-Pacific   Corporation   2004   Executive   Deferred
Compensation Plan (the "Plan"),  the registrant will provide eligible  employees
with the  opportunity  to enter into  agreements  for the deferral of a specific
percentage  or dollar  amount of their  regular  base  salary and  annual  bonus
payable under the  registrant's  Annual Cash Incentive Award Plan, as amended or
modified  from  time to time.  The  obligations  of the  registrant  under  such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
registrant to pay the deferred compensation in the future in accordance with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated indebtedness of the registrant from time to time outstanding. The
Obligations will be denominated and be payable in United States dollars.

     The amount of  compensation to be deferred by each  participating  employee
(each, a "Participant")  will be determined in accordance with the Plan based on
elections from time to time by each Participant. Each Obligation will be payable
on a date or dates selected by each  Participant in accordance with the terms of
the Plan.  The  Obligations  will be  indexed  to one or more  Investment  Funds
individually  chosen  by each  Participant  from  time  to  time  from a list of
designated  investment media. Each Participant's  Obligation will be adjusted to
reflect the investment experience, whether positive or negative, of the selected
Investment Funds,  including any appreciation or depreciation.  In addition, the
registrant  will match the first 3.5  percent of  compensation  deferred by each
Participant under the Plan by crediting that amount to the Participant's account
under the Plan.  The  registrant  will also  credit each  Participant's  account
annually  with amounts that would have been  contributed  for the  Participant's


                                     -II-1-
<PAGE>

account under the  registrant's  Retirement  Account Plan and the profit sharing
component of the  registrant's  Salaried  401(k) and Profit  Sharing Plan if the
Participant had not deferred  compensation  under the Plan and if limits imposed
under  the  Internal  Revenue  Code  of  1986,  as  amended,  did not  apply.  A
Participant's  interest in such employer contributions will be fully vested upon
the  earliest  of the  following  to occur:  attaining  retirement  age,  death,
disability,  termination  of employment  within 24 months  following a change in
control, or completion of a specified number of years of service.

     The  registrant  intends to establish a Rabbi trust in which assets will be
placed  representing a portion of the benefits  payable to  Participants,  which
will be available to pay benefits if the  registrant  fails to pay in accordance
with  the  Plan  for any  reason  other  than  insolvency.  In the  event of the
registrant's insolvency or bankruptcy, the assets of the trust will be available
to satisfy the claims of the registrant's general unsecured creditors, including
but not limited to the  Participants.  The Participants  will have no beneficial
interest  or other  rights in the  assets of the trust  other than the rights of
general unsecured creditors of the registrant.

     A  Participant's  right or the right of any other person to the Obligations
cannot be assigned, sold, transferred,  pledged,  anticipated,  hypothecated, or
subjected  to  claims  of  creditors  except  by  a  written  designation  of  a
beneficiary under the Plan or by the laws of descent and  distribution.  No part
of the amounts payable shall, prior to actual payment,  be subject to seizure or
sequestration  for the  payment of any debts,  judgment,  alimony,  or  separate
maintenance  or be  transferable  by  operation  of  law  in  the  event  of the
bankruptcy or insolvency of a Participant or any other person.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the  individual  payment dates  specified by each  Participant or pursuant to
withdrawal  or call  as  provided  in the  Plan,  subject  to any  penalties  or
restrictions imposed in connection with early withdrawals for financial hardship
or otherwise.  The registrant  reserves the right to amend or terminate the Plan
at any time,  except that no such amendment or termination may adversely  affect
the right of a Participant to the amounts accrued in his or her deferral account
as of the date of such amendment or termination.

     The  Obligations  are  not  convertible   into  another   security  of  the
registrant.  No trustee has been  appointed  having the authority to take action
with respect to the  Obligations  and each  Participant  will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents,  waivers,  or amendments  pertaining to
the Obligations, enforcing covenants and taking action upon default.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Indemnification

     The registrant's  certificate of incorporation  generally provides that its
directors will have no personal  liability to the registrant or its stockholders
for monetary damages resulting from breaches of their fiduciary duties. However,
the directors nonetheless remain liable for breaches of their duty of loyalty to
the  registrant  and its  stockholders,  as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derives improper personal benefit.

     Section 174 of the Delaware  General  Corporation Law ("Law") provides that
any director  against  whom a claim shall be  successfully  asserted  under said
section for an unlawful  payment of a dividend or an unlawful  stock purchase or


                                     -II-2-
<PAGE>


redemption  shall be entitled to be subrogated to the rights of the  corporation
against  stockholders  who  received  the dividend on, or assets for the sale or
redemption  of,  their stock with  knowledge  that the same was  unlawful.  Said
section also provides that any such director  shall be entitled to  contribution
from the other  directors  who voted for or concurred in the unlawful  dividend,
stock purchase, or redemption.

     The registrant's  certificate of incorporation  and bylaws provide that the
registrant  shall  indemnify  its  officers  and  directors  to the full  extent
permitted by Section 145 of the Law, as amended from time to time.  Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative, or investigative,
in which he was or is a party or is  threatened  to be made a party by reason of
being or having been such director,  officer, employee, or agent. In addition to
the  indemnification  authorized  by Section  145 of the Law,  the  registrant's
bylaws  provide that the  registrant  shall  indemnify  any natural  person (not
including non-employee lawyers, accountants,  actuaries, investment advisers, or
arbitrators  acting  in such  capacity)  who is or was  serving  in a  fiduciary
capacity  with respect to one of the  registrant's  employee  benefit or welfare
plans  or who is or  was  performing  any  service  or  duty  on  behalf  of the
registrant with respect to such a plan, against all expenses,  judgments, fines,
and amounts paid in settlement  incurred by such person in  connection  with any
action or proceeding  arising out of such service or performance,  to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise  indemnified.  Such  indemnification  shall not be available to any
person who participated in or knowingly  failed to take appropriate  action with
respect to any violation of any  responsibilities  or  obligations  imposed upon
fiduciaries by law, knowing such to be a violation of such  responsibilities  or
obligations.

     Insurance

     The registrant maintains directors' and officers' liability insurance under
which the  registrant's  directors  and  officers  are insured  against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits.
         --------

     The  Index  to  Exhibits  listing  the  exhibits  required  by Item  601 of
Regulation S-K is located at page II-7.


Item 9.  Undertakings.
         ------------

      (a) The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933 ("Securities Act");


                                     -II-3-
<PAGE>

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.


               (2) That, for the purpose of determining  any liability under the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

               (3) To  remove  from  registration  by means of a  post-effective
          amendment any of the securities being registered that remain unsold at
          the termination of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant  pursuant to the provisions  described in Item 6 above, or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                     -II-4-
<PAGE>


                                   SIGNATURES

The Registrant.
- --------------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Portland, state of Oregon, on the 16th day of August,
2004.

                                  LOUISIANA-PACIFIC CORPORATION
                                  (Registrant)


                                  By  /s/ Curtis M. Stevens
                                  --------------------------------------
                                     Curtis M. Stevens
                                     Executive Vice President, Administration
                                     and Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 16th day of August, 2004.



         Signature                           Title
         ---------                           -----

   (1) Principal Executive Officer
       and Director:

      MARK A. SUWYN*                     Chief Executive Officer, Chairman of
                                         the Board, Director


   (2) Principal Financial Officer:


      /s/ Curtis M. Stevens              Executive Vice President,
      ---------------------              Administration and Chief Financial
      Curtis M. Stevens                  Officer


   (3) Principal Accounting Officer:


      RUSSELL S. PATTEE*                 Corporate Controller and Assistant
                                         Treasurer


                                     -II-5-
<PAGE>

   (4) A majority of the Board of Directors:


      E. GARY COOK*                             Director
      DANIEL K. FRIERSON*                       Director
      PAUL W. HANSEN *                          Director
      BRENDA J. LAUDERBACK*                     Director
      DUSTAN E. MCCOY*                          Director
      LEE C. SIMPSON*                           Director
      COLIN D. WATSON*                          Director

      *By  /s/ Anton C. Kirchhof
           ---------------------
            Anton C. Kirchhof
            Attorney-in-fact


                                     -II-6-

<PAGE>


                                INDEX TO EXHIBITS


4     Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan.

5     Opinion of Miller Nash LLP as to the legality of the securities being
      registered.

23.1  Consent of Deloitte & Touche LLP.

23.2  Consent of Miller Nash LLP (included in Exhibit 5).

24    Power of attorney of certain officers and directors.

- -------------------------

      Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                     -II-7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>lps8804dcex4.txt
<DESCRIPTION>2004 EXEC DEFERRED COMPENSATION PLAN
<TEXT>

                                    Exhibit 4

                          LOUISIANA-PACIFIC CORPORATION
                    2004 EXECUTIVE DEFERRED COMPENSATION PLAN



      This 2004 Executive Deferred  Compensation Plan (the "Plan") is adopted by
Louisiana-Pacific Corporation, a Delaware corporation ("Corporation"), effective
as of August 16, 2004 (the "Effective  Date").  Capitalized  terms not otherwise
defined in the Plan have the meanings set forth in Section 16.

1.    PURPOSE OF PLAN

      The continued  growth and success of  Corporation  are dependent  upon its
ability to attract and retain the services of  executives  and key  employees of
the highest competence and to provide incentives for their effective service and
superior  performance.  The purpose of the Plan is to advance the  interests  of
Corporation and its shareholders  through a deferred  compensation  program that
will attract and retain executives and key employees.

2.    NATURE OF PLAN

      This Plan is intended to be and will be  administered by Corporation as an
income tax  nonqualified,  unfunded plan  primarily for the purpose of providing
deferred  compensation  for a "select group of management or highly  compensated
employees" within the meaning of  Sections 201(2),  301(a)(3),  and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended.

3.    SPONSORING EMPLOYERS

      The sponsoring employers ("Employers") of the Plan are Corporation and any
subsidiary or affiliate of Corporation  that is an employer of a Participant for
income tax purposes.

4.    ELIGIBILITY AND PARTICIPATION

      4.1 General.  All employees of  Corporation or any subsidiary or affiliate
of  Corporation  who  are  (a)  within  Levels  1 or 2 of the  Louisiana-Pacific
Corporation  Management Incentive Plan ("MIP 1 or MIP 2 level employees") on the
Effective Date and (b) participants in the Qualified Plans will automatically be
participants  in the  Plan  ("Participants").  For all  purposes  of this  Plan,
Corporation's  Chief  Executive  Officer  will  be  considered  an  MIP 1  level
employee.  An employee who first becomes an MIP 1 or MIP 2 level  employee after
the Effective Date will become a Participant as of the date the employee attains
that MIP level.

      4.2 Cessation of Participation.  If a Participant ceases to be an MIP 1 or
MIP 2 level employee:

            4.2.1   Participant   Deferral   Contributions  and  Employer  Match
      Contributions. His or her participation in the Plan will then cease and no
      further  Participant  Deferral  Contributions as described in Section 5 or
      Employer Match  Contributions  as described in Section 6.3 will be made or
      credited for such former  Participant  with respect to services  performed
      after the date of such cessation; and

            4.2.2  Qualified  Plan  Credits.  Such  former  Participant  will be
      entitled  to a Qualified  Plan  Supplemental  Credit and a Qualified  Plan
      Makeup Credit, if any, to the extent provided for in Sections 6.1 and 6.2.

5.    PARTICIPANT CONTRIBUTIONS

      Participants  may,  but are not required  to, make  voluntary  Participant
Deferral Contributions as described in Section 5.1.

                                      -1-
<PAGE>

      5.1 Participant Deferral  Contributions.  Subject to the special rules and
limitations  set forth in Sections  5.2,  5.3,  and 5.4, a  Participant  may, by
delivery to Corporation of a written Participant Deferral Election (in such form
and at such time as may be prescribed  by or at the direction of the  Committee)
not later than the day  preceding the first day of a Deferral  Period,  elect to
defer a specified  portion of the  Participant's  Base  Compensation  earned for
services  performed in Pay Periods  beginning in such  Deferral  Period and/or a
specified  portion  of  the  Participant's  Annual  Bonus  earned  for  services
performed  during  such  Deferral  Period  (even if all or a portion of the Base
Compensation or Annual Bonus will be paid in a subsequent Deferral Period).

            EXAMPLE:  A Participant  Deferral  Election to defer a
            specified    portion   of   a    Participant's    Base
            Compensation  earned for services performed during Pay
            Periods  beginning in 2005, and/or a specified portion
            of the  Participant's  Annual Bonus for 2005 that will
            be payable,  if at all, in the first  quarter of 2006,
            must  be  delivered  to   Corporation  no  later  than
            December  31, 2004 (or such  earlier date as specified
            by the Committee).

A Participant's  Participant  Deferral Election for a Deferral Period may not be
amended or revoked after the  commencement  of that Deferral  Period  (except as
expressly   provided  in   Section 10.4.2   with   respect  to  changes  to  the
Participant's  Form of Benefit  Election  included in the  Participant  Deferral
Election). The portion of a Participant's Base Compensation or Annual Bonus that
the  Participant  elects to defer  will be  credited  to his or her  Participant
Deferral  Contribution  Account  described  in  Section 7.1.1  as a  Participant
Deferral Contribution on the same day or days as each corresponding non-deferred
portion of the  Participant's  Base  Compensation  or Annual  Bonus is  actually
payable to the Participant.  Each Participant  Deferral  Election for a Deferral
Period  will  also  include  a  Form  of  Benefit  Election,   as  described  in
Section 10.4,  with respect to Participant  Deferral  Contributions and Employer
Contributions,  and  Earnings  attributable  to  those  contributions,  for  the
Deferral Period.

      5.2  Deferral  Contributions  for 2004  Deferral  Period.  Notwithstanding
Section 5.1, a person who becomes a Participant  on the  Effective  Date may, by
written  Participant  Deferral Election  delivered to Corporation not later than
September 15, 2004, elect to defer a specified portion of the Participant's Base
Compensation earned for services performed by the Participant during Pay Periods
beginning in the period from October 1, 2004,  through December 31, 2004, and/or
a specified  portion of the  Participant's  Annual  Bonus for 2004 (that will be
payable, if at all, in the first calendar quarter of 2005).

      5.3 New  Participants.  A person who first becomes a Participant after the
Effective Date and during a Deferral  Period,  may make an Participant  Deferral
Election  with  respect  to Base  Compensation  earned  by the  Participant  for
services  performed  by the  Participant  during Pay  Periods  beginning  in the
portion  of the  initial  Deferral  Period  after  the  date of the  Participant
Deferral Election and/or a specified  portion of the Participant's  Annual Bonus
for  such  initial  Deferral  Period  only  if the  new  Participant  makes  the
Participant  Deferral  Election  within 30 days after he or she first  becomes a
Participant.

      5.4 Limitation on Participant Deferral Elections.  A Participant may elect
to defer up to 90% of the Participant's  Base  Compensation  and/or up to 90% of
the  Participant's  Annual Bonus. The specified portion of Base Salary or Annual
Bonus to be deferred must be stated as a percentage.

      5.5 Changes in Election  Procedure.  The Committee may, from time to time,
adopt or modify rules and restrictions  governing Participant Deferral Elections
and minimum or maximum deferral amounts.

6.    EMPLOYER CONTRIBUTIONS

      Corporation  will  credit  Participants  with  Employer  Contributions  as
described in this Section 6.

      6.1 Qualified Plan  Supplemental  Credit.  Each  Participant who remains a
Participant  on  the  last  day  of  a  Qualified  Plan  Year  and  whose  Total
Compensation  for such Qualified  Plan Year exceeds the Applicable  Compensation
Limit for such  Qualified  Plan  Year will be  credited  with a  Qualified  Plan
Supplemental  Credit  Employer  Contribution,  determined  and  credited  to the
Participant's  QPSC  Account as soon as  practicable  after the last day of such


                                      -2-
<PAGE>

Qualified  Plan Year,  in an amount equal to the  additional  amount which would
have been  contributed or credited for such Qualified Plan Year to the Qualified
Plans  for the  Participant  if the  amount  by which  the  Participant's  Total
Compensation  exceeds the  Applicable  Compensation  Limit had been  included as
Qualified Plan Compensation for such Qualified Plan Year.

      6.2 Qualified Plan Makeup Credit. Each Participant who remains employed by
an Employer (whether or not such employee remains a Participant) on the last day
of a Qualified  Plan Year will be credited  with a Qualified  Plan Makeup Credit
Employer Contribution, determined and credited to the Participant's QPMC Account
as soon as  practicable  after the last day of such  Qualified  Plan Year, in an
amount equal to the positive  difference,  if any,  between (a) the amount which
would have been  contributed  or credited  for such  Qualified  Plan Year to the
Qualified Plans for the Participant if no Annual Deferral  Contribution had been
made for the  Participant  under this Plan for such  Qualified Plan Year and (b)
the amounts  actually  contributed  or credited to the  Qualified  Plans for the
Participant for such Qualified Plan Year.

      6.3 Employer Matching Contribution. Each Participant Deferral Contribution
by a  Participant  will be matched by an Employer  Matching  Contribution  in an
amount equal to 3.5% of such Participant  Deferral  Contribution.  Such Employer
Matching  Contributions  will be  credited  to a  Participant's  Employer  Match
Account as of the same day or days that each corresponding  Participant Deferral
Contribution is credited to his or her Participant Deferral Contribution Account
pursuant to Section 5.1.

      6.4 Limitation on Payment of Employer  Contributions.  Notwithstanding any
other provision of this  Section 6,  no Employer  Contributions  credited to any
Participant for any Deferral Period, including Earnings credited with respect to
such  Employer  Contributions,  will  be  payable  to the  Participant  if  such
Participant accrues a benefit under any supplemental  executive  retirement plan
or agreement maintained by any Employer (a "SERP Arrangement") for such Deferral
Period, except to the extent that under the terms of such SERP Arrangement there
is an offset for Employer Contributions and Earnings credited to the Participant
under this Plan.

7.    DEFERRAL ACCOUNTS

      7.1 Deferral Accounts and Subaccounts.

            7.1.1  Participant   Deferral  Account.   All  Participant  Deferral
      Contributions made by a Participant and all Earnings  attributable to such
      Participant  Deferral  Contributions  under the Plan will be credited to a
      separate  bookkeeping account maintained by Corporation in the name of the
      Participant (a "Participant Deferral Contribution Account").

            7.1.2 Employer Contribution Accounts. Employer Contributions will be
      credited as follows:

                  (a)  All   Qualified   Plan   Supplemental   Credit   Employer
            Contributions,  Qualified Plan Makeup Credit Employer Contributions,
            and  Employer  Matching  Contributions  for a  Participant  and  all
            Earnings  attributable  to  such  Employer   Contributions  will  be
            credited  (as of the  dates  specified  in  Section 6)  to  separate
            bookkeeping  accounts  maintained by  Corporation in the name of the
            Participant  (a "QPSC  Account," a "QPMC  Account," and an "Employer
            Match  Account").  (b) The QPSC,  QPMC,  and Employer Match Accounts
            maintained for each  Participant will be referred to collectively as
            the Participant's Employer Contribution Accounts.

            7.1.3 Deferral Account. Except where the context specifically refers
      to either a Participant's  Participant  Deferral  Contribution  Account or
      Employer Contribution Accounts, references in this Plan to a Participant's
      "Deferral Account" mean both the Participant Deferral Contribution Account
      and the Employer Contribution Accounts.


                                      -3-
<PAGE>

            7.1.4  Subaccounts.  Each  Participant's  Deferral Account will have
      separate subaccounts ("Subaccounts") as described in this Section.

                  (a) Annual  Subaccount.  Each  Participant will have an Annual
            Subaccount for each Deferral Period designated for the calendar year
            corresponding  to the Deferral  Period (e.g., a 2004  Subaccount,  a
            2005  Subaccount,  etc.)  maintained to reflect (i) the  Participant
            Deferral  Contributions and Employer Matching  Contributions made or
            credited to the  Participant's  Deferral  Account for such  Deferral
            Period and the Qualified Plan Supplemental Credit and Qualified Plan
            Makeup  Credit  Employer  Contributions,  if  any,  credited  to the
            Participant's  Deferral  Account that relate to the  Qualified  Plan
            Year that  corresponds  to the Deferral  Period,  and (ii)  Earnings
            attributable to such contributions.

                  (b) Investment  Subaccounts.  Each Annual  Subaccount  will be
            further  divided into  Subaccounts to reflect the  Investment  Funds
            designated by the Participant as provided in Section 7.2.3.

            7.1.5  Nature of Accounts  and  Subaccounts.  Deferral  Accounts and
      Subaccounts are  record-keeping  devices  utilized for the sole purpose of
      determining the benefits  payable under the Plan and will not constitute a
      separate fund of assets.

      7.2 Additional Amounts Credited as Growth Factor.

            7.2.1  General.  Each  Deferral  Account  will accrue an  additional
      amount as described in  Section 7.2.2  referred to as "Growth Factor" from
      the date Participant Deferral  Contributions and/or Employer Contributions
      are credited to a Deferral  Account until the date of final payment of the
      entire balance of a Deferral Account.

            7.2.2 Growth Factor.  For any Measurement  Period, the Growth Factor
      will be the  amount of  investment  income or loss  (including  unrealized
      appreciation or depreciation)  that would have been realized had an amount
      equal to the total balance in the Deferral Account as of the first date of
      the  Measurement  Period  been  invested in the  Investment  Fund or Funds
      described in Section 7.2.3  specified for that  Measurement  Period by the
      Participant.

            7.2.3 Investment Funds. For purposes of determining Growth Factor, a
      Participant  may  specify  one  or  a  combination  of  Investment   Funds
      designated  from time to time by, or at the direction  of, the  Committee.
      The Investment Funds will be selected and may be changed from time to time
      by the  Committee;  provided  however  that the  Committee  will limit the
      selected  Investment  Funds to the extent it determines to be necessary to
      meet  requirements  of  applicable  law  and  Treasury   Regulations  that
      investment  options  under  the  Plan be  "comparable"  to the  investment
      options which a Participant may elect under the Qualified Plans.  Pursuant
      to forms and  procedures  to be  designated  by or at the direction of the
      Committee  (including  such  limitations  with  respect  to the timing and
      frequency  of   modifications   as  the  Committee  may  determine  to  be
      appropriate),   a  Participant  may  modify  his  or  her  designation  of
      Investment Funds from time to time. A Participant may:

                  (a) Specify what  percentage  of future  Participant  Deferral
            Contributions  and  Employer  Contributions  are to be  deemed to be
            invested in particular Investment Funds; and/or

                  (b) Provide for  reallocation  of amounts from one  Investment
            Fund to one or more other Investment Funds.

            7.2.4 Subaccounts. All amounts in a Deferral Account deemed invested
      in a  particular  Investment  Fund will be  treated  as held in a separate
      Investment  Subaccount as described in  Section 7.1.4(b)  corresponding to
      that Investment Fund.

                                      -4-
<PAGE>

            7.2.5 No Beneficial  Interest.  Investment  Funds are solely for the
      purpose of  computing  the amount of Growth  Factor to be  credited  to or
      charged  against  a  Deferral  Account  for any  Measurement  Period.  The
      Employers  may,  but  will  have  no  obligation  to,  actually   maintain
      investments  corresponding  to the  Investment  Funds.  In the  event  the
      Employers  (directly or indirectly through a trust as described in Section
      8.2)  make  actual  investments  corresponding  to  Investment  Funds,  no
      Participant or Beneficiary will have any rights or beneficial  interest in
      such actual investments other than their rights as unsecured  creditors of
      the Employers with respect to benefits under the Plan.

      7.3 Withholding. Any withholding of taxes or other amounts with respect to
Employer  Contributions  or the accrual of Growth  Factor under the Plan that is
required by federal, state, or local law will be withheld from the Participant's
Base Compensation or otherwise paid by the Participant.

      7.4 Determination of Deferral Accounts and Subaccounts. Each Participant's
Deferral Account and Subaccounts as of the last day of each  Measurement  Period
will consist of the balance of the Deferral  Account and  Subaccounts  as of the
first day of the Measurement Period, adjusted as follows:

            7.4.1  Participant  Deferral  Contributions.   Participant  Deferral
      Contributions  will be  credited  as  provided  in Section 5.1 on the same
      dates as the corresponding  non-deferred  compensation is actually payable
      under the Employer's normal payroll practices.

            7.4.2  Employer   Contributions.   Employer  Contributions  will  be
      credited as of the dates  specified in Section 6 for each type of Employer
      Contribution;

            7.4.3 Growth Factor.  Growth Factor will be credited (or charged) to
      reflect an amount  equivalent  to the  investment  returns  (or loss) that
      would have been realized during the Measurement  Period had the balance in
      each  Subaccount  as of  the  first  day of the  Measurement  Period  been
      invested in the actual  investments  corresponding  to the Investment Fund
      for the Subaccount during such Measurement Period;

            7.4.4 Distributions. Distributions of Plan benefits to a Participant
      or Beneficiary during the Measurement Period will be charged on a pro rata
      basis to reduce each Subaccount as of the date of such distribution; and

            7.4.5  Other  Adjustments.  The  Committee  may  direct  such  other
      adjustments  (increases  or  decreases) as the Committee may determine are
      necessary and appropriate, including but not limited to a reduction caused
      by the Employer's payment of the Participant's  share of any payroll taxes
      attributable to Earnings.

      7.5 Valuation Dates for Distributions. For purposes of this Section 7, and
for purposes of  determining  the  Measurement  Period for any period in which a
distribution  is  made  to a  Participant  or a  Beneficiary,  the  date of such
distribution  will be a special Valuation Date (and will thus constitute the end
of that Measurement Period).

8.    SOURCE OF BENEFITS

      8.1 Unfunded Plan. This Plan and the benefits payable pursuant to the Plan
are unfunded and will be payable only from the general  assets of the Employers.
The Employers do not represent  that a specific  portion of their assets will be
used to provide the benefits under the Plan.  Participants or Beneficiaries will
not have any  ownership or  beneficial  interest in any assets of any  Employer.
Nothing  in this Plan will be deemed to create a trust of any kind or create any
fiduciary  relationship.  To the  extent  that any  person  acquires  a right to
receive  payments  from any  Employer  under this Plan,  such  rights will be no
greater than the rights of any unsecured general creditor of such Employer.

                                      -5-
<PAGE>

      8.2 Trust.  Notwithstanding the foregoing,  the Employers may (but are not
required  to) deposit  moneys  under any trust  established  by  Corporation  (a
"Trust") for the sole purpose of paying benefits under the Plan from those funds
and the income on those funds,  unless such Trust assets are required to satisfy
the  obligations  of the Employers to their general  creditors.  Such Trust must
meet the  requirements  of a so-called  "Rabbi  Trust" under  Revenue  Procedure
92-64, 1992-2 CB 422.

9.    VESTING AND FORFEITURE

      9.1 Participant Deferral Accounts. Each Participant is always fully Vested
in his or her Participant Deferral Account.

      9.2 Employer Contribution Accounts. A Participant will become fully Vested
in his or her  Employer  Contribution  Accounts  (the  QPSC  Account,  the  QPMC
Account,  and the Employer Match Account) upon attaining  Retirement Age or upon
the  Participant's  death,  Disability,  or  termination  of employment  with an
Employer  for any  reason  within 24 months  following  a Change in  Control.  A
Participant  who  terminates  employment  with an  Employer  prior to  attaining
Retirement  Age for  any  other  reason  will  become  Vested  in such  Employer
Contributions Accounts as follows:

            9.2.1 QPSC Account and QPMC Account.  A  Participant's  QPSC Account
      and QPMC  Account  will become  Vested at the same rate and manner as they
      would have otherwise  vested under the underlying  Qualified Plans had the
      Employer  Contributions  to such  Accounts had been made to the  Qualified
      Plans.

            9.2.2 Employer Match Account. A Participant's Employer Match Account
      will become fully Vested upon completion of two Years of Service.

      9.3 Forfeitures.  A Participant who terminates employment with an Employer
will forfeit that percentage of his or her Employer  Contribution  Accounts (and
each Subaccount) that has not become Vested as of the date of such  termination.
Amounts  forfeited  will  revert to the  Employers  to be used as the  Employers
determine in their sole discretion.  No Participant or Beneficiary will have any
interest in or claim against any forfeited amounts.

10.   PLAN BENEFITS

      10.1 During  Employment.  Except as expressly  provided in  Section 10.1.1
with respect to an unforeseeable emergency and in Section 10.1.2 with respect to
In-Service Distributions,  no portion of a Participant's Deferral Account may be
distributed to or for the benefit of the  Participant  before the  Participant's
separation of service from an Employer.

            10.1.1   Unforeseeable   Emergencies.   The  Vested   portion  of  a
      Participant's  Deferral  Account  may be  distributed  to the  Participant
      before  termination  of  employment in  connection  with an  unforeseeable
      emergency  (as  defined  below).  Upon a finding  that a  Participant  has
      suffered  an  unforeseeable  emergency,  the  Committee  may,  in its sole
      discretion,   make   distributions   from  the   Vested   portion  of  the
      Participant's  Deferral Account to the extent provided in this Section. An
      unforeseeable  emergency is a severe financial hardship to the Participant
      resulting  from  a  sudden  and  unexpected  illness  or  accident  of the
      Participant,   the  Participant's   Spouse,  or  of  a  Dependent  of  the
      Participant,  loss of the Participant's property due to casualty, or other
      similar extraordinary and unforeseeable  circumstances arising as a result
      of events beyond the control of the Participant.  The  circumstances  that
      will constitute an  unforeseeable  emergency will depend upon the facts of
      each  case.  Examples  of what  are  not  considered  to be  unforeseeable
      emergencies  include the need to send a Participant's  child to college or
      the  desire to  purchase a home.  Any such  distribution  approved  by the
      Committee  will be limited to the amount  necessary to meet the  emergency
      plus amounts necessary to pay taxes reasonably  anticipated as a result of
      the  distribution,  after  taking  into  account  the extent to which such
      hardship is or may be relieved  through  reimbursement  or compensation by
      insurance or otherwise or by liquidation of the  Participant's  assets (to

                                      -6-
<PAGE>

      the extent the  liquidation  of such assets  would not itself cause severe
      financial  hardship.)  Such  distributions  will be paid in a lump sum and
      will be charged to the Participant's  Deferral Account. A pro rata portion
      of  such  distribution  will  be  treated  as a  distribution  out of each
      Subaccount.  The  Committee  may impose such  restrictions  or  additional
      requirements   with  respect  to   distributions  in  connection  with  an
      unforeseeable  emergency as the  Committee  determines  to be necessary or
      appropriate to comply with Treasury Regulations.

            10.1.2 In-Service Distributions.  A Participant will be permitted to
      receive  an  In-Service  Distribution  from  his or her  Deferral  Account
      subject  to  the  following  restrictions:   An  election  to  receive  an
      In-Service  Distribution must be made at the same time a Participant makes
      a Participant  Deferral Election for a particular Deferral Period and will
      relate only to the Annual  Subaccount  (as described in  Section 7.1.4(a))
      corresponding  to that  Deferral  Period.  Such  election  must  specify a
      distribution  date,  which may not be earlier  than five  years  after the
      first  day  of the  Deferral  Period  covered  by the  election.  Such  an
      In-Service   Distribution   election  may  be  modified  (subject  to  the
      restrictions set forth in Section 10.4.5);  provided however that any such
      modification  may not be made less  than 12  months  prior to the date the
      In-Service Distribution was originally scheduled. In-Service Distributions
      will be made in a lump  sum and  will  include  the  Participant's  entire
      Annual Subaccount covered by such election. If the Participant  terminates
      employment for any reason prior to the specified  In-Service  Distribution
      date,  distribution of the Participant's Annual Subaccount will be made as
      provided in  Section 10.2  in accordance  with the  Participant's  Form of
      Benefit Election for the Deferral Period.

      10.2  After  Termination  of  Employment.   If  a  Participant  terminates
employment with an Employer for any reason,  including  death,  Corporation will
pay to the  Participant  (or the  Participant's  Beneficiary,  in case of death)
benefits  equal to the Vested  balance in the  Participant's  Deferral  Account.
Except  as  provided  below,  Plan  benefits  as a  result  of  death  or  other
termination of employment will be paid in the form elected by the Participant as
provided in Section 10.4.  Notwithstanding a Participant's installment election,
if the aggregate  balance of the  Participant's  Deferral  Account is $25,000 or
less on the Valuation Date immediately  preceding the date of the  Participant's
termination of employment,  the entire benefit will be paid in a lump sum within
65 days of the termination date.

      10.3   Distributions  to  Specified   Employees  and  Reporting   Persons.
Notwithstanding  any other provision of the Plan, unless the Committee expressly
determines that delays as described in paragraphs (a) and/or (b) of this Section
are  not  required  under  applicable  law  or  Treasury  Regulations  to  avoid
constructive  receipt of Plan benefits or to avoid having Plan benefits  treated
as excess parachute payments under IRC Sections 280G and 4999, (a) distributions
to a  Participant  who is a  Specified  Employee  may not be  made or  commenced
earlier  than six  months  after  the date of the  Participant's  separation  of
service from an Employer,  and (b) following a Change in Control,  distributions
to a Participant who is a Reporting Person may not be made or commenced  earlier
than one year following the Change in Control.

      10.4 Election of Form of Benefit Payment.

            10.4.1 Election.  Pursuant to forms and procedures prescribed by, or
      at the direction of, the Committee,  each Participant may, as part of each
      Participant  Deferral Election for each Deferral Period, elect the form of
      payment of the  Participant's  benefits under the Plan (a "Form of Benefit
      Election")  with  respect  to  the  Participant's  Annual  Subaccount  (as
      described in Section 7.1.4(a))  corresponding to that Deferral Period. For
      each Deferral  Period,  a Participant must make a Form of Benefit Election
      governing  the  form  of  payment  for  the  Participant's  entire  Annual
      Subaccount corresponding to that Deferral Period.

            10.4.2 Available Forms of Payment. The available forms of payment of
      Plan benefits are:

                  (a) A lump sum amount equal to the  applicable  Vested portion
            of the Annual Subaccount; or

                                      -7-
<PAGE>


                  (b) Annual  installments  of the Vested  portion of the Annual
            Subaccount  amortized over a period designated by the Participant of
            not more than 15 years.  Growth  Factor on the unpaid  balance  will
            continue to be credited to Subaccounts as provided in Section 7.4.

            10.4.3  Default Form of Payment.  Plan  benefits  with respect to an
      Annual  Subaccount  will be payable in a lump sum if no effective  Form of
      Benefit  Election is in effect for that Annual  Subaccount at the time the
      Participant  first  becomes  entitled  to  receive  payment  of all or any
      portion of the Annual Subaccount.

            10.4.4  Form of Payment to  Beneficiary.  A  Participant  who elects
      payment in installments  for an Annual  Subaccount may also elect whether,
      in the event of the Participant's death prior to complete  distribution of
      the Vested portion of the Participant's Annual Subaccount:

                  (a)  The  remaining   amount  of  the   Participant's   Annual
            Subaccount is to be paid in a lump sum to the  Beneficiary (in which
            case  payment  will be made within 30 days after the date of death),
            or

                  (b)  Installment  payments  are to be made to the  Beneficiary
            over the elected  installment  period (or over the  remainder of the
            period).

Installment   payments  will  be  made  to  the  Beneficiary  over  the  elected
installment  period (or the  remainder of that period) if no effective  election
with  respect to the form of payment  to the  Beneficiary  is in effect for that
Annual Subaccount at the time of the Participant's death.

            10.4.5 Changes to Form of Benefit Election. A Participant may amend,
      revoke,  or replace a Form of Benefit  Election  for a  particular  Annual
      Subaccount,  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):

                  (a) In no event may a  Participant  change  his or her Form of
            Benefit Election for an Annual  Subaccount to accelerate the time or
            schedule of any distribution under the Plan.

                  (b) No changes to an existing Form of Benefit  Election for an
            Annual   Subaccount  may  be  made  after  the   Participant  (or  a
            Beneficiary)  has received or become entitled to receive any payment
            of Plan benefits for the Annual Subaccount covered by that election.

                  (c) No change to an existing  Form of Benefit  Election for an
            Annual Subaccount may take effect until at least 12 months after the
            date of such amended Form of Benefit Election.

                  (d) With  respect to  distributions  other than  distributions
            upon the death or Disability of a Participant or distributions under
            Section 10.1.1,   the  first  date  on  which  a   distribution   or
            installment  may be made under the amended Form of Benefit  Election
            for an Annual  Subaccount  may not be earlier  than five years after
            the date the distribution or payment would otherwise have been made.

                  (e) In no event may a Participant make more than one amendment
            to a Form of Benefit Election for any particular  Annual  Subaccount
            to delay any distribution or payment.

                  (f) 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.

                                      -8-
<PAGE>

      10.5 Lump Sum  Payments.  Subject to the  limitations  provided in Section
10.3, for lump sum payments,  the balance of a Participant's  Annual  Subaccount
(and  Subaccounts)  will be  determined  pursuant  to Section 7.4 as of the last
Valuation  Date that is at least five  business  days prior to the payment  date
specified in this Section  10.5.  Lump sum payments  will be made, as elected by
the Participant in his or her Form of Benefit Election for an Annual Subaccount,
either  within  65 days of the  termination  of  employment  or, if later and if
elected  by the  Participant  in the  Form of  Benefit  Election,  on the  first
business day of the first calendar year beginning after the date of termination.

      10.6 Installment Payments.

            10.6.1   Installments.   Subject  to  the  limitations  provided  in
      Section 10.3,  the first  installment will be made on the first day of the
      second  calendar month  beginning  after  termination  of employment  (the
      "Initial  Installment Date") and on subsequent  anniversaries of such date
      ("Installment Dates"). The amount of each installment will be equal to the
      balance of the Annual  Subaccount as of the last Valuation Date that is at
      least five  business  days prior to the  Installment  Date  divided by the
      number of remaining installments  (including the installment payment being
      determined).

            Example: If a Participant  terminated  employment on September 20,
            2005, and had elected annual  installments over five years, and if
            the  Committee  has  adopted  daily  Valuation  Dates,  the  first
            installment  would be due November 1,  2005, and would be equal to
            one-fifth of the balance of the Annual  Subaccount  on the October
            24, 2005,  Valuation  Date.  The second  installment  would be due
            November 1, 2006,  and would be equal to one-fourth of the balance
            of the Annual Subaccount on the October 24, 2006, Valuation Date.

            10.6.2 Growth Factor.  The Annual  Subaccount (and Subaccounts) will
      continue to accrue  Growth  Factor as provided  in  Section 7.4  until the
      final installment payment is made.

      10.7 Payment to  Guardian.  If a  distribution  is payable to a minor or a
person declared incompetent or to a person incapable of handling the disposition
of  property,   the  Committee  may  direct  payment  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. Such distribution will completely discharge the Committee from all
liability with respect to such benefit.

11.   BENEFICIARY DESIGNATION

      11.1 Beneficiary Designation. Each Participant will have the right, at any
time, to designate one or more persons or an entity as Beneficiary (both primary
as well as secondary) to whom benefits under this Plan will be paid in the event
of a Participant's  death prior to complete  distribution  of the  Participant's
Deferral  Account.  Each  Beneficiary  designation  must  be in a  written  form
approved  by the  Committee  and will be  effective  only  when  filed  with the
Committee  during  the   Participant's   lifetime.   Designation  by  a  married
Participant  of a Beneficiary  other than the  Participant's  spouse will not be
effective  unless the spouse  executes a written consent that  acknowledges  the
effect of the  designation  and is witnessed by a notary public,  or the consent
cannot be obtained because the spouse cannot be located.

      11.2 Amendments.  Except as provided below, any nonspousal  designation of
Beneficiary  may be  changed  by a  Participant  without  the  consent  of  such
Beneficiary by the filing of a new designation with the Committee. The filing of
an effective new designation will cancel all designations previously filed.

      11.3 Change in Marital Status. If the Participant's marital status changes
after the  Participant  has designated a Beneficiary,  the following  provisions
will apply:


                                      -9-
<PAGE>

            11.3.1  Unmarried at  Designation.  If the Participant is married at
      death but was unmarried when the  designation  was made,  the  designation
      will  be  void  unless  the  spouse  has  consented  to it in  the  manner
      prescribed above.

            11.3.2  Married  at  Designation  but  Unmarried  at  Death.  If the
      Participant is unmarried at death but was married when the designation was
      made:

                  (a) The  designation  will be void if the  spouse was named as
            Beneficiary.

                  (b)  The   designation   will  remain  valid  if  a  nonspouse
            Beneficiary was named.

            11.3.3  Different  Spouse.  If the  Participant was married when the
      designation  was made and is married to a different  spouse at death,  the
      designation  will be void unless the new spouse has consented to it in the
      manner prescribed above.

      11.4 No Beneficiary  Designation.  If any Participant fails to designate a
Beneficiary in the manner  provided in this  Section 11,  or if the  Beneficiary
designated  by a  Participant  dies before the  Participant  or before  complete
distribution of the Participant's  benefits, the Participant's  Beneficiary will
be the  person  in the  first  of the  following  classes  in  which  there is a
survivor:

            11.4.1 Spouse. The Participant's surviving spouse;

            11.4.2 Children.  The Participant's children in equal shares, except
      that if any of the children  predeceases  the Participant but leaves issue
      surviving,  then such issue will take by right of representation the share
      the parent would have taken if living; or

            11.4.3 Estate. The Participant's estate.

12.   ADMINISTRATION

      The Plan will be  administered  by the Committee.  The Committee will have
the exclusive  authority and  responsibility  for all matters in connection with
the operation and  administration of the Plan,  including without limitation the
authority  to  make,  modify,   interpret  and  enforce  appropriate  rules  and
regulations for the  administration of the Plan and to decide or resolve any and
all questions  regarding the interpretation of Plan provisions.  A majority vote
of the Committee  members will control any Committee  decision.  The Committee's
powers and duties include, but are not limited to, the following:

                  (a)  Responsibility for the compilation and maintenance of all
            records necessary in connection with the Plan;

                  (b)  Authorizing  the payment of all  benefits and expenses of
            the Plan as they become payable under the Plan; and

                  (c)  Authority  to engage  such legal,  accounting,  and other
            professional services as it may deem proper.

      Decisions  by the  Committee  will be final and  binding  upon all parties
affected by the Plan, including Participants and Beneficiaries of Participants.

      The Committee may rely on information  and  recommendations  provided by
supervisory   management.   The  Committee  may  delegate  to  a  subcommittee
composed of less than all Committee  members or to supervisory  management who
are not Committee  members the  responsibility  for decisions that it may make
or  actions  that it may take  under  the terms of the  Plan,  subject  to the
Committee's  reserved  right to review  such  decisions  or actions and modify

                                      -10-
<PAGE>

them when  necessary or  appropriate  under the  circumstances.  The Committee
will not allow any  Participant  to obtain  control over  decisions or actions
that affect that Participant's Plan benefits.

13.   MISCELLANEOUS

      13.1  Nonassignability  of  Benefits.  Except  as  otherwise  provided  by
applicable law, a Participant's  benefits under the Plan, including the right to
receive  payment of the  Deferral  Account or any  Subaccount,  may not be sold,
transferred,  anticipated,  assigned,  pledged,  hypothecated,  seized  by legal
process, subjected to claims of creditors in any way, or otherwise disposed of.

      13.2  Governing  Law.  This  Plan and any  amendments  will be  construed,
administered, and governed in all respects in accordance with applicable federal
law and the laws of the State of Delaware.

      13.3 No Right of  Continued  Employment.  Nothing in the Plan will  confer
upon any person the right to continue in the employ of any Employer or interfere
in any way with the right of any Employer to terminate  the person's  employment
at any time.

      13.4 Withholding  Taxes. The Employers will withhold any taxes required by
law to be withheld in  connection  with payment of benefits  under this Plan. In
the event any  Employer  will be  required  to  withhold  taxes with  respect to
Employer Contributions or the accrual of Growth Factor pursuant to the Plan, the
Employer will have the right to require a Participant  to reimburse them for any
such taxes.

14.   CLAIMS PROCEDURE

      14.1 Following Claims  Procedure.  Any Participant or Death Beneficiary (a
"Claimant")  may file a claim  for  benefits  under  the Plan by  following  the
procedure set forth in this Section.

      14.2 Authorized Representative. A Claimant may appoint an authorized
representative   to  represent  the  Claimant  at  any  stage  of  the  claims
procedure.  The  appointment  is made by a  statement  in  writing  naming the
person who is to be the  Claimant's  authorized  representative  and signed by
the Claimant.

      14.3 Filing Initial Claim. A claim must be filed by personally  delivering
or mailing a written  communication  making the claim for benefits,  prepared by
either  the  Claimant  or  the  Claimant's  authorized  representative,  to  the
Committee, which is Plan Administrator for the Plan, for action upon the claim.

      14.4 Denial of Initial Claim.

            14.4.1 Time Period for Denial Notice.

                  (a) General.  The Committee  will make a decision on the claim
            as soon as practicable.  If the claim is wholly or partially denied,
            the Committee will, within a reasonable period of time after receipt
            of the claim,  furnish the  Claimant  written or  electronic  notice
            setting  forth,  in a  manner  calculated  to be  understood  by the
            Claimant,  the  information set forth below.  Any electronic  notice
            must  comply with 29 CFR  Section 2520.104b-1(c)(1)(i),  (iii),  and
            (iv). Except as provided in  Section 14.4.1(b),  in no event may the
            response to the initial  claim be given more than 90 days  after the
            filing  of  the  claim,  unless  special  circumstances  require  an
            extension  of time for  processing  the claim.  If an  extension  is
            required,  written  notice of the extension must be furnished to the
            Claimant prior to the  termination of the initial 90-day period.  In
            no event may the  extension  exceed a period of 90 days from the end
            of the initial response  period.  The extension notice must indicate
            the special  circumstances  requiring  an  extension of time and the
            date by which the  Committee  expects to render the final  decision.
            The time period for  providing  notice of the  decision on the claim
            will  begin  when the claim is filed in  accordance  with the Plan's
            procedures,  without regard to whether all the information necessary
            to make a decision on the claim accompanies the filing.

                                      -11-
<PAGE>

                  (b) Disability  Claims.  In the case of a claim for disability
            benefits,  the Committee  must notify the Claimant of a claim denial
            within a reasonable period of time, but not later than 45 days after
            receipt of the claim. This period may be extended for up to 30 days,
            provided  that  the  Committee  determines  that  the  extension  is
            necessary  due to matters  beyond the control of the  Committee  and
            notifies the Claimant,  before the end of the initial 45-day period,
            of the circumstances  requiring an extension of time and the date by
            which the Committee  expects to make a decision.  If, before the end
            of the first 30-day extension period, the Committee determines that,
            due to matters  beyond  the  control  of the  Committee,  a decision
            cannot be made within that extension  period,  the period for making
            the determination  may be extended for up to an additional  30 days,
            provided that the Committee notifies the Claimant, before the end of
            the first 30-day extension period,  of the  circumstances  requiring
            the extension and the date by which the Committee  expects to make a
            decision.  In the case of any extension,  the extension  notice must
            specifically explain the standards on which entitlement to a benefit
            is based,  the  unresolved  issues  that  prevent a decision  on the
            claim,  and the additional  information,  if any,  needed to resolve
            those  issues.  If the  extension is necessary  because the Claimant
            failed to submit the information necessary to resolve the claim, the
            Claimant  will be afforded at least 45 days to provide the specified
            information,  and the period for  deciding  the claim will be tolled
            from the date the extension notice is sent to the Claimant until the
            date  the   Claimant   responds  to  the   request  for   additional
            information.

            14.4.2 Contents of Notice.

                  (a) General.  If the claim is wholly or partially denied,  the
            denial notice must state:

                        (i) The specific reason or reasons for the denial;

                        (ii)  Reference  to specific  provisions  of the Plan on
                  which the denial is based;

                        (iii)  A  description  of  any  additional  material  or
                  information  necessary  for the Claimant to complete the claim
                  and an  explanation  of why such  material or  information  is
                  necessary; and

                        (iv) An  explanation  of the claim review  procedure and
                  the time limits applicable to such procedure set forth in this
                  Section 14,  including a statement of the Claimant's  right to
                  bring a civil  action under ERISA  Section 502(a)  following a
                  denial of the claim on review.

                  (b) Disability  Claims. If a claim for disability  benefits is
            denied,  the denial  notice must  contain the  following  additional
            information:

                        (i) If an internal rule,  guideline,  protocol, or other
                  similar  criterion  was relied on in deciding  the claim,  the
                  notice  must  either  provide the  specific  rule,  guideline,
                  protocol, or other similar criterion,  or state that the rule,
                  guideline,  protocol, or other similar criterion was relied on
                  in making the decision  and that a copy will be provided  free
                  of charge to the Claimant on request.

                        (ii)  If  the  claim  denial  was  based  on  a  medical
                  necessity,  experimental  treatment,  or similar  exclusion or
                  limit,  the notice must contain  either an  explanation of the
                  scientific or clinical judgment for the decision, applying the
                  terms of the Plan to the Claimant's medical circumstances,  or
                  a statement that such an explanation  will be provided free of
                  charge on request.

                                      -12-
<PAGE>

      14.5 Appeal of Denied Claim.

            14.5.1 General.  If the claim is denied in whole or in part pursuant
      to  Section 14.4,  the Claimant may,  within a reasonable  period of time,
      taking into consideration the nature of the benefit that is the subject of
      the claim  and  other  attendant  circumstances,  file a request  with the
      Committee   for  a  full  and  fair   review.   Except  as   provided   in
      Section 14.5.2,  in no event may the period for  requesting  review expire
      less than 60 days after receipt of written or electronic  notification  of
      denial.  If the  request  for  review is not made on a timely  basis,  the
      Claimant will be deemed to have waived the right to review.

            The  appeal is made by  personally  delivering  or mailing a written
      request for  review,  prepared  by either the  Claimant or the  Claimant's
      authorized   representative,   to  the  Committee.  The  Claimant  or  the
      Claimant's  duly  authorized  representative  may, at or after the time of
      making the  appeal,  review  pertinent  documents  and  submit  issues and
      comments in writing.  The  Committee's  review will take into  account all
      information  submitted by the Claimant  relating to the claim,  whether or
      not such  information  was  submitted or  considered  in the initial claim
      determination.  The Claimant  will be  provided,  upon request and free of
      charge,  reasonable access to, and copies of, information  relevant to the
      Claimant's claim.

            14.5.2 Disability Claims.  With respect to a request for review of a
      denied  claim  for   disability   benefits,   the   following   additional
      requirements will apply:

                  (a) The Claimant will have at least  180 days after receipt of
            the notice of denial to request a review of the claim.

                  (b) The review of the claim will not afford  deference  to the
            initial  decision  on  the  claim,  and  will  be  conducted  by  an
            appropriate   named  fiduciary  of  the  Plan  who  is  neither  the
            individual  who made the decision that is the subject of the appeal,
            nor a subordinate of such an individual.

                  (c) If the initial  claim denial was based in whole or in part
            on a  medical  judgment,  including  determinations  with  regard to
            whether a particular treatment, drug, or other item is experimental,
            investigational,  or not  medically  necessary or  appropriate,  the
            appropriate   named  fiduciary  will  consult  with  a  health  care
            professional  who has  appropriate  training and  experience  in the
            field of medicine involved in the medical judgment. This health care
            professional   may  not  be  an  individual  who  was  consulted  in
            connection with the decision that is the subject of the appeal, or a
            subordinate of such an individual.

                  (d) The Committee must identify to the Claimant any medical or
            vocational  experts  whose advice was obtained on behalf of the Plan
            in connection with the initial decision on the claim, without regard
            to whether the advice was relied on in making the initial decision.

14.6  Review of Appeal.

      14.6.1 Time Period for Decision on Review.

            (a)  General.  The  Committee  will review the appeal and act on the
      appeal. Except as provided in Section 14.6.1(b), the decision will be made
      promptly,  and will not  ordinarily  be made later than 60 days  after the
      receipt by the Committee of the written request for review, unless special
      circumstances  require an extension of time for processing,  in which case
      written  notice of the extension  will be furnished the Claimant  prior to
      the  commencement  of the extension,  and in which case a decision will be
      rendered as soon as possible but not later than 120 days after the receipt
      of the request for review.  The extension notice must indicate the special
      circumstances  requiring  an  extension  of time and the date by which the
      Committee  expects to render the final  decision.  The time period  within
      which the  Committee  must  provide  notice of the decision on review will
      begin when the request for review is filed in  accordance  with the Plan's

                                      -13-
<PAGE>

      procedures,  without  regard to whether all the  information  necessary to
      make the  decision on review  accompanies  the filing.  If an extension is
      necessary due to the Claimant's failure to submit information necessary to
      resolve  the claim,  the period  for making a decision  on review  will be
      tolled from the date the  extension  notice is sent to the Claimant  until
      the date the Claimant responds to the request for additional information.

                  (b) Disability  Claims.  In the case of a claim for disability
            benefits,  the Committee must notify the Claimant of the decision on
            review  within a  reasonable  period of time,  but not later than 45
            days  after  receipt  of the  request  for  review,  unless  special
            circumstances  (such  as the  need to  hold a  hearing)  require  an
            extension of time for processing.  If an extension is required,  the
            decision  will be made and  furnished to the Claimant not later than
            90 days after  receipt of the request for review.  The Claimant must
            be  notified  in writing of any  extension  within 45 days after the
            request for review was filed. The extension notice must indicate the
            special circumstances requiring an extension of time and the date by
            which the Committee  expects to render the decision on review. If an
            extension  is  necessary  due to the  Claimant's  failure  to submit
            information  necessary to resolve the claim, the period for making a
            decision on review will be tolled from the date the extension notice
            is sent to the Claimant until the date the Claimant  responds to the
            request for additional information.

            14.6.2 Content and Form of Notice.

                  (a)  General.  The decision on review must be in writing or by
            electronic  notification  and must include  specific reasons for the
            decision,  written in a manner  calculated  to be  understood by the
            Claimant,  and references to the specific provisions of this Plan on
            which the decision is based.  The decision on review must inform the
            Claimant  that he or she is entitled to  receive,  upon  request and
            free of charge,  reasonable  access  to, and copies of,  information
            relevant to the claim,  and that he or she may bring an action under
            ERISA  Section 502(a).  A copy of the  decision  on  review  must be
            furnished to the Claimant.

                  (b) Disability  Claims.  With respect to claims for disability
            benefits,  the notice of the  decision  on review  must  contain the
            information described in Section 14.4.2(b)(i)  and 14.4.2(b)(ii) and
            must include the  following  statement:  "You and your plan may have
            other voluntary  alternative  dispute  resolution  options,  such as
            mediation.  One way to find out what may be  available is to contact
            your local U. S. Department of Labor Office and your state insurance
            regulatory agency."

      14.7 Further  Review.  Any further review,  judicial or otherwise,  of the
decision on the appeal will be limited to whether,  in the  particular  instance
the  Committee  acted  arbitrarily  or  capriciously  in  the  exercise  of  its
discretion.  In no event will any such further review, judicial or otherwise, be
on a de novo basis as the  Committee  has  discretionary  authority to determine
eligibility for benefits and to construe the terms of this Plan.

      14.8 Consistent Application.  The Committee will establish  administrative
processes and safeguards to ensure and verify that claim determinations are made
in  accordance  with the  Plan  and  that  Plan  provisions  have  been  applied
consistently  with  respect to  similarly  situated  Claimants,  as  required by
applicable law.

15.   AMENDMENTS AND TERMINATION

      Corporation's  Board of Directors has the power to terminate  this Plan at
any time or to amend  this Plan at any time and in any  manner  that it may deem
advisable; provided however that any such amendment that would materially change
the benefits  provided  under the Plan will be subject to the prior  approval of
Corporation's  Compensation  Committee. In the event of termination of the Plan,
Participant  Deferral  Contributions  and  Employer  Contributions  credited and
Earnings  accrued  pursuant  to the  Plan  prior  to the  effective  date of the
termination  will continue to be subject to the provisions of the Plan as if the
Plan had not been terminated.

                                      -14-
<PAGE>

16.   DEFINITIONS

      For purposes of this Plan,  capitalized terms not otherwise defined in the
Plan have the following meanings.

      "Annual Bonus" means, for each Participant, the amount (if any) payable to
the  Participant for a calendar year under  Corporation's  Annual Cash Incentive
Award Plan, as such plan or program is amended or modified from time to time.

      "Applicable  Compensation  Limitation" means the annual compensation limit
amount specified in IRC Section 401(a)(17),  after adjustment as provided in IRC
Section 401(a)(17)(B).

      "Base Compensation" means regular base salary, excluding:  Annual Bonuses;
Employer  Contributions under the Plan; other bonuses;  noncash fringe benefits;
income or gain from the grant, vesting, or exercise of stock,  restricted stock,
or stock  options;  and employer  contributions  to any employee  pension  plan,
welfare benefit plan, or other employee benefit plan,  program,  or arrangement.
For purposes of the Plan, Base  Compensation is determined before deducting from
base salary a Participant's elective pre-tax contributions to any 401(k) plan or
salary reduction contributions to any cafeteria plan.

      "Beneficiary"  means the person or persons  designated by a Participant as
provided  in  Section  11 to whom  benefits  under this Plan will be paid in the
event  of  a  Participant's   death  prior  to  complete   distribution  of  the
Participant's Deferral Account.

      "Change in Control" means:

            (a) The acquisition by any  individual,  entity or group (within the
      meaning of Section  13(d)(3) or 14(d)(2) of the  Exchange Act (a "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 the Effective Date,  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 the Effective Date 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,

                                      -15-

<PAGE>

      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 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.

      "Committee"   means  a  committee  of  not  less  than  three  individuals
designated by  Corporation's  Chief  Executive  Officer to administer  the Plan.
Members of the Committee may be Participants in the Plan. The initial members of
the Committee on the Effective Date are Curtis M. Stevens, Russell S. Pattee and
Andrea L. Vicino.

      "Deferral Account" means the record-keeping account maintained as provided
in Section 7.1 to reflect a  Participant's  benefits under the Plan.  Unless the
context  otherwise  requires,  references to a  Participant's  Deferral  Account
include both the Participant's  Participant  Deferral  Contribution  Account and
Employer Contribution Accounts and all Subaccounts of both such Accounts.

      "Deferral Period" means a calendar year or, for 2004, the period beginning
October 1, 2004 and ending  December 31, 2004.  For a Participant  who becomes a
Participant  after the beginning of a calendar year, the initial Deferral Period
for such  Participant will be the portion of such calendar year beginning on the
first  day of the  first  Pay  Period  beginning  at  least  30 days  after  the
individual became a Participant.

      "Dependent" means the dependents of a Participant  within the meaning of
IRC Section 152(a).

      "Disability"  A Participant  will be deemed to be Disabled for purposes of
this Plan under the following conditions:

            (a) The Participant's total and permanent disability has existed for
      a period of five consecutive months; and

            (b) The Participant's total and permanent disability,  together with
      the period of its existence,  has been  substantiated  by the Committee on
      the basis of medical reports and a Social Security  disability  award. The
      Committee  will have the right to require a medical report or reports from
      a doctor or doctors of its own selection, but at Corporation's expense.

      "Earnings" with respect to a Participant's  Deferral Account means the net
amount of Growth  Factor  credited  to the  Participant's  Deferral  Account and
Subaccounts as described in Section 7.2.

      "Employers"   mean   Corporation   and  any  subsidiary  or  affiliate  of
Corporation  that  is an  employer,  for  income  tax  purposes,  of one or more
Participants.

      "Employer  Contribution"  means  a  contribution  by  an  Employer  for  a
Participant as described in Section 6.

      "Employer  Contribution  Accounts"  means the portions of a  Participant's
Deferral Account  attributable to Employer  Contributions  credited on behalf of
the Participant.  References to a Participant's  Employer  Contribution Accounts

                                      -16-
<PAGE>

include the Participant's QPSC Account, QPMC Account, and Employer Match Account
as described in Section 7.1.2.

      "Employer  Match  Account"  means  an  Employer  Contribution  Account  as
described  in  Section  7.1.2  to  which  Employer  Matching  Contributions  are
credited.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Investment  Fund" means an  investment  as described in Section 7.2.3 for
the sole purpose of  calculating  the Growth Factor to be credited to or charged
against a  Participant's  Deferral  Account.  The Committee  will  designate the
Investment  Funds  available  under the Plan and may add to,  subtract  from, or
otherwise change the designated available Investment Funds from time to time.

      "IRC" means the Internal Revenue Code of 1986, as amended. References to a
particular Section will include any successor section.

      "Measurement  Period" means the period between any two successive  regular
or special Valuation Dates.

      "Participant" has the meaning given in Section 4.

      "Participant  Deferral  Contribution" means the portion of a Participant's
Base  Compensation  and/or  Annual  Bonus that the  Participant  elects to defer
pursuant to an Participant  Deferral Election as described in Section 5.1 of the
Plan.

      "Participant  Deferral  Contribution  Account"  means  the  portion  of  a
Participant's    Deferral   Account   attributable   to   Participant   Deferral
Contributions made by the Participant.

      "Participant  Deferral Election" means a written election by a Participant
for a  Deferral  Period  in a  form  prescribed  by or at the  direction  of the
Committee,  by which the Participant (a) elects to defer either all or a portion
of the  Participant's  Base  Compensation  and/or  Annual Bonus for the Deferral
Period  pursuant to  Section 5.1 of the Plan and (b) specifies a Form of Benefit
Election for the portion of the Participant's  Deferral Account  attributable to
Participant  Deferral  Contributions  and Employer  Contributions,  and Earnings
attributable to such contributions for such Deferral Period.

      "Pay  Period"  means the period of service for an Employer  for which Base
Compensation is earned and paid under the payroll practices of the Employer.

      "QPMC  Account"  means an Employer  Contribution  Account as  described in
Section 7.1.2 to which Qualified Plan Makeup Credit Employer  Contributions  are
credited.

      "QPSC  Account"  means an Employer  Contribution  Account as  described in
Section 7.1.2 to which Qualified Plan Supplemental Credit Employer Contributions
are credited.

      "Qualified Plan  Compensation" for a Participant for a Qualified Plan Year
means the Participant's  "Compensation"  for such Qualified Plan Year as defined
in the Qualified Plans.

      "Qualified Plan Year" means the calendar year.

      "Qualified  Plans"  mean  Corporation's  Retirement  Account  Plan and the
profit sharing  component of  Corporation's  Salaried  401(k) and Profit Sharing
Plan.

      "Reporting  Person" means a Participant who is subject to the requirements
of Section 16(a) of the Exchange Act.

      "Retirement  Age"  means age 65, or such other age as is  designated  by
the Committee.

      "Specified  Employee"  means a key  employee  of an  Employer  within  the
meaning of IRC Section 416(i).

                                      -18-
<PAGE>

      "Subaccount"  means a portion  of a  Participant's  Deferral  Account as
described in Section 7.1.4.

      "Total  Compensation"  for a Participant for any Qualified Plan Year means
the Participant's  Qualified Plan  Compensation for such year,  increased by the
amount of the  Participant's  Annual  Deferral  Contributions  that, but for the
Participant's  Participant  Deferral  Election,  would  have  been  paid  to the
Participant and included in the  Participant's  Qualified Plan  Compensation for
such Qualified Plan Year.

      "Valuation  Date"  means  a  date  as  of  which  Deferral   Accounts  and
Subaccounts  are  determined  pursuant  to  Section 7.4.  The last  date of each
calendar month will be a regular  Valuation  Date. For purposes of  Section 7.4,
the date of any  distribution to a Participant or Beneficiary  will be a special
Valuation Date (and will mark the end of a Measurement Period as of such special
Valuation  Date).  In addition,  the  Committee may utilize  additional  special
Valuation  Dates (up to a daily  valuation  basis) to the extent  the  Committee
determines such special Valuation Dates are necessary or useful.

      "Vested"  means to become no longer  subject  to  forfeiture  pursuant  to
Section 9.2.

      "Years of  Service"  has the  meaning  provided  for such term for vesting
purposes under the Qualified Plans.



      This Plan was adopted as of the Effective Date.

                                    LOUISIANA-PACIFIC CORPORATION


                                    By  /s/ Curtis M. Stevens
                                        --------------------------------
                                    Its Executive Vice President, Administration
                                        and Chief Financial Officer


                                    By  /s/ Anton C. Kirchhof
                                        --------------------------------
                                    Its Secretary




                                      -18-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>lps-8804dcex5.txt
<DESCRIPTION>MILLER NASH LEGAL OPINION
<TEXT>

                                    Exhibit 5
                                    ---------


                                 MILLER NASH LLP
                                Attorneys at Law
                        111 S.W. Fifth Avenue, Suite 3400
                           Portland, Oregon 97204-3699
                                 (503) 224-5858
                              (503) 224-0155 (fax)


                                 August 16, 2004

 Louisiana-Pacific Corporation
 414 Union Street, Suite 2000
 Nashville, Tennessee  37219

      Subject: Registration Statement on Form S-8 Relating to
               Louisiana-Pacific Corporation 2004 Executive Deferred
               Compensation Plan

 Gentlemen:

      We have acted as counsel  for  Louisiana-Pacific  Corporation,  a Delaware
corporation  (the  "Company"),  in connection  with the proposed filing with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the  "Securities   Act"),  of  a  Registration   Statement  on  Form  S-8  (the
"Registration Statement") for the purpose of registering $10,000,000 of Deferred
Compensation Obligations which represent unsecured obligations of the Company to
pay  deferred  compensation  in the future in  accordance  with the terms of the
Louisiana-Pacific  Corporation 2004 Executive  Deferred  Compensation  Plan (the
"Plan").  In such  capacity,  we  have  examined  the  Restated  Certificate  of
Incorporation  and Bylaws of the Company,  the Plan, and such other documents of
the Company as we have deemed  necessary or appropriate  for the purposes of the
opinion expressed herein.

      Based upon the foregoing,  we advise you that, in our opinion, when issued
in  accordance  with the  provisions  of the  Plan,  the  Deferred  Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance  with their terms,  except as  enforcement  thereof may be limited by
bankruptcy,  insolvency  or other laws of general  applicability  relating to or
affecting enforcement of creditors' rights or by general equity principles.

      We consent to the use of this opinion in the Registration Statement and in
any amendments  thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under  Section 7 of the
Securities Act.

                                    Very truly yours,

                                    /s/ Miller Nash LLP

                                    MILLER NASH LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>lps-8ex231.txt
<DESCRIPTION>INDEPENDENT AUDITOR'S CONSENT
<TEXT>

                                  Exhibit 23.1

      INDEPENDENT AUDITORS' CONSENT



      We  consent  to  the  incorporation  by  reference  in  this  Registration
      Statement of Louisiana-Pacific Corporation on Form S-8 of our report dated
      March 8, 2004,  (which  expresses an unqualified  opinion and includes and
      explanatory  paragraph  related to the adoption of Statements of Financial
      Accounting  Standards No. 142,  "Goodwill and other Intangible Assets" and
      No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets"
      on  January  1,  2002,  and No.  143,  "Accounting  for  Asset  Retirement
      Obligations"  on January 1, 2003),  appearing in the Annual Report on Form
      10-K of  Louisiana-Pacific  Corporation  for the year ended  December  31,
      2003.



      /s/ DELOITTE & TOUCHE LLP


      Nashville, Tennessee
      August 13, 2004




                                      -1-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>lps-8dcex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                                   Exhibit 24
                                   ----------

                                POWER OF ATTORNEY

      Each person whose signature  appears below  designates and appoints CURTIS
M. STEVENS and ANTON C. KIRCHHOF, and each of them, the person's true and lawful
attorneys-in-fact and agents to sign a registration  statement on Form S-8 to be
filed  by  Louisiana-Pacific  Corporation,  a  Delaware  corporation,  with  the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to up to $10,000,000 of the Corporation's  unsecured obligations to pay
deferred  compensation  under the  Louisiana-Pacific  Corporation 2004 Executive
Deferred  Compensation  Plan,  and  any and all  amendments  thereto  (including
post-effective  amendments).  Each person  whose  signature  appears  below also
grants full power and  authority to these  attorneys-in-fact  and agents to take
any action and execute any instruments  that they deem necessary or desirable in
connection  with the preparation and filing of the  registration  statement,  as
fully as he could do in person,  hereby  ratifying and  confirming  all that the
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done.

      IN WITNESS  WHEREOF,  this power of attorney has been  executed by each of
the undersigned as of the 31st day of July, 2004.



Signature                                 Title



/s/ Mark A. Suwyn
- ---------------------------------
Mark A. Suwyn                       Chief Executive Officer, Chairman of the
                                    Board, Director


/s/ Curtis M. Stevens
- ---------------------------------
Curtis M. Stevens                   Executive Vice President, Administration and
                                    Chief Financial Officer


/s/ Russell S. Pattee
- ---------------------------------
Russell S. Pattee                   Corporate Controller and Assistant Treasurer


/s/ E. Gary Cook
- ---------------------------------
E. Gary Cook                        Director


- ---------------------------------
Archie W. Dunham                    Director


/s/ Daniel K. Frierson
- ---------------------------------
Daniel K. Frierson                  Director


/s/ Paul W. Hansen
- ---------------------------------
Paul W. Hansen                      Director


/s/ Brenda J. Lauderback
- ---------------------------------
Brenda J. Lauderback                Director

                                      -1-
<PAGE>


/s/ Dustan E. McCoy
- ---------------------------------
Dustan E. McCoy                     Director


/s/ Lee C. Simpson
- ---------------------------------
Lee C. Simpson                      Director


/s/ Colin D. Watson
- ---------------------------------
Colin D. Watson                     Director





                                      -2-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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