SEPARATION AGREEMENT

In accordance with the mutual promises and consideration set forth below, the sufficiency of which is hereby acknowledged, this Agreement is made and entered into by and between Jeffrey N. Wagner and Louisiana-Pacific Corporation.

As used herein:

"Mr. Wagner” shall mean Jeffery N. Wagner, his spouse, heirs, agents, assigns or other persons or entities acting on his behalf or claiming through him. Notwithstanding the foregoing, in Sections 7, 8, and 9 of this agreement, “Mr. Wagner” shall mean Jeffery N. Wagner individually.

"LP" shall mean Louisiana-Pacific Corporation, its officers, directors, employees, agents, parent corporations, divisions, affiliates, subsidiaries, attorneys, insurers, successors and assigns.

Effective at the close of business on July 1, 2015 (the "Separation Date") Mr. Wagner’s employment with LP is terminated. Mr. Wagner and LP hereby agree to separate their employment relationship amicably upon the following terms, conditions, covenants, and obligations. The parties agree that this Agreement is entered into for good and valuable consideration.

Mr. Wagner will receive all amounts earned and owing as following:

Mr. Wagner agrees and acknowledges that, but for this Agreement, these amounts represent all wages and benefits due him upon termination as a result of his employment with LP.

In consideration for this Agreement, Mr. Wagner will receive the enhanced benefits described in this Section 4. Mr. Wagner acknowledges that but for entering into this Agreement he is not entitled to any of these enhanced benefits.

5.    Employee Benefit Plans.

Mr. Wagner has or may have accrued benefits and rights under LP's employee benefit plans, including, without limitation, pension benefit plans, Supplemental Executive Retirement Plan, health and welfare benefit plans, insurance coverages, the terms of all of which are incorporated herein by this reference. All benefits and rights arising out of such plans and programs shall be payable or exercisable upon termination of Mr. Wagner's employment solely in accordance with the terms of those plans, programs and related agreements in effect on the Separation Date. The terms of plans, programs and related agreements shall determine all rights there under.

6.    Termination of Prior Agreements.

The parties agree that except as specifically addressed herein, all prior agreements, if any, between them relating to Mr. Wagner's employment, verbal or written, are terminated and of no further force and effect.

7.    Cooperation.

Mr. Wagner acknowledges that he has acquired particular knowledge, information and expertise in his capacity with LP. Mr. Wagner agrees to make himself available, as reasonably necessary, for a period not to exceed eighteen (18) months, in person and by telephone to cooperate and provide assistance to LP in connection with business matters of LP that fall within expertise or relate to prior employment with LP and with regard to any pending or future government investigations, pending or future administrative actions and pending or future litigation, for which he has such information, knowledge and expertise. This date may be extended by mutual agreement. Mr. Wagner agrees that he will notify LP as soon as reasonably practicable of any subpoena or litigation complaint that he receives that relates to former positions within LP. Subsequently, Mr. Wagner will be compensated for time pursuant to a rate of $ 100 per hour with a maximum of $900 per day and the reimbursement of expenses for reasonable travel, telephone, mail and other similar items, as required. To the extent LP has control over such timing, LP agrees not to require Mr. Wagner's participation to the degree it unreasonably interferes with any future employment or personal activity.

8.    Non-Competition and Non-Solicitation.

b. recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any LP employee to terminate their employment relationship with the Company.

9.    Release.

Except as otherwise provided herein, Mr. Wagner irrevocably and unconditionally releases, acquits and forever discharges LP from any and all charges, complaints, claims, promises, agreements, controversies, liabilities, obligations, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known, whether based on contract, statute or common law, or unknown which he now has, owns, or holds, or claims to have, own, or hold, or to have had, owned, or held against any of the parties so released. Specifically included herein are any claims against LP for claims under, under any federal law, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family and Medical Leave Act, the Federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Federal Worker Adjustment and Retraining Notification (WARN) Act, any state law related to employment, including,

but not limited to, the Tennessee Human Rights Act and the Tennessee Handicap Act, and any claims arising under statutory or common law growing out of any legal obligation on the part of LP towards employees or any legal restriction on LP’s right to dictate the terms and conditions of employment for all employees and to terminate its employees including, but not limited to, contract, tort, public policy or wrongful discharge.

Mr. Wagner agrees to keep the terms, amount and fact of this Agreement and all matters relating to his employment with LP confidential, and to not hereafter disclose any information concerning this Agreement to anyone, including, but not limited to any past, present, or prospective employee or applicant for employment of LP, without the express written permission of LP. Notwithstanding the above, it shall not be a breach of this Agreement if such disclosure is

If Mr. Wagner does disclose the terms, amount and/or fact of this Agreement to any other individual or entity, he shall impose on any such person the confidentiality requirements of this paragraph and shall further notify a member of LP’s Legal Department of any such disclosure. Any breach by Mr. Wagner of this provision will be remedied by immediate repayment by Mr. Wagner of the consideration provided under Section 4, in addition to any other remedies, including equitable remedies, recoverable under the law. Mr. Wagner and LP agree that this amount is intended to serve as liquidated damages and not as a penalty.

Mr. Wagner recognizes and acknowledges that during the course of his employment he has had and will continue to have access to certain information not generally known to the public, relating to the business of LP which may include without limitation, LP’s data, programs, customer or contact lists, sources of supply, prospects or projections, product plans, manufacturing techniques, processes, formulas, research or experimental work, work in process, technology, trade secrets, inventions, patents, engineering specifications, designs, drawings or any other LP business, proprietary or confidential matter (collectively “Company Information”). Mr. Wagner recognizes and acknowledges that this Company Information constitutes a valuable, special and unique asset of LP, access to and knowledge of which were essential to the performance of his duties.

Mr. Wagner acknowledges and agrees that all such Company Information, including without limitation that which he conceived or developed, either alone or with others, at any time during employment by LP, is and shall remain the exclusive property of LP. By signature on this agreement, Mr. Wagner represents and warrants that he has returned to LP all Company Information that he has in his possession or under his control, that he has not made copies of any Company Information, that he has not used or disclosed any Company Information to any person other than for the benefit of LP, and that he agrees that LP may rely upon that representation and warranty.

Mr. Wagner acknowledges and agrees that, except as directed by LP, he will not at any time use or disclose to any person, any Company Information, or permit any person to use, examine or make copies of any information sources which contain or are derived from Company Information, without the prior written permission of LP. In the event of a breach of this provision by Mr. Wagner, in addition to any other remedies available to LP, he shall pay as liquidated damages the entire amount received under Section 4 of this agreement. It is agreed that this amount is intended by Mr. Wagner and LP as liquidated damages and not as a penalty.

11.    Non-disparagement.

Mr. Wagner and LP agree not to do or say anything which would portray the other in a negative or poor light.

12.    Attorney Fees.

It is hereby agreed among the parties that should any complaint be filed or claim be made arising out of the breach of any of the provisions of this Agreement or for the purpose of enforcing any of its provisions, the prevailing party or parties shall be entitled to its or their reasonable attorney fees from all other parties as determined by the trial court. If any appeal is taken from the decision of the trial court, the prevailing party or parties shall be entitled also to its or their additional attorney fees on appeal as determined by the appropriate court.

13.    Choice of Law.

This Agreement is made and entered into in the State of Tennessee and shall in all respects be interpreted, enforced and governed under the laws of Tennessee. The language of all parts of the Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. Should any portion of this agreement be found void, the remainder shall continue in full force and effect.

14.    Forum Selection Clause

Mr. Wagner and LP agree that the exclusive jurisdiction for the adjudication of any claims or breach of this Agreement shall be in the Chancery Court for Davidson County, Tennessee.

15.     No admission.

This Agreement shall not be construed in any manner as an admission by either party that they violated any law, policy or procedure or acted wrongfully with respect to the other party or any other person. Each party specifically disclaims any liability to the other arising from Mr. Wagner's employment relationship with LP except as specifically addressed herein.

16.     Provisions of Older Worker Benefit Protection Act.

Mr. Wagner acknowledges that this Agreement and the discussions leading to signature upon it have fully complied with the requirements of the Older Worker Benefit Protection Act including but not limited to:

17.    Execution of Agreement.

This Agreement may be executed in counterparts.

18.    Withholdings.

All payments described in this Agreement are subject to applicable federal, state and local tax and other required withholdings.

This Separation Agreement is executed by me without reliance on any representation by LP or any of its representatives and I further state that I HAVE CAREFULLY READ THE FOREGOING SEPARATION AGREEMENT, HAVE BEEN ADVISED OF ITS MEANING AND CONSEQUENCES AND KNOW THE CONTENTS THEROF AND I SIGN THE SAME AS MY OWN FREE ACT.

Executed at __Nashville, TN___________, this 17th day of June , 2015

__/s/ Jeffrey N. Wagner_________________

Jeffrey N. Wagner

LOUISIANA-PACIFIC CORPORATION

By: ___/s/ Tim Hartnett___________________

Tim Hartnett

Title: Vice President, Human Resources

Date: _____________________________