DB SERP for Management Committee Members of Domtar



 Exhibit 10.46 
 December 8, 2008 
  
 

 
  
 As in effect on March 7, 2007








 Table of Contents 
  

					
			
	1)      	  	Introduction	  	1
			
	2)      	  	Definitions	  	1
			
	3)      	  	Normal Retirement	  	5
			
	4)      	  	Early Retirement	  	5
			
	5)      	  	Deferral of Early Retirement Pension	  	6
			
	6)      	  	Non-Vested Termination of Employment	  	6
			
	7)      	  	Vested Termination	  	6
			
	8)      	  	Normal Form of Pension	  	7
			
	9)      	  	Optional Forms of Pension	  	7
			
	10)   	  	Death Before Commencement of Pension Payments	  	8
			
	11)   	  	Death After Commencement of Pension Payments	  	8
			
	12)   	  	Disability	  	8
			
	13)   	  	Administration	  	9
			
	14)   	  	Funding	  	9
			
	15)   	  	Non-Alienation of Benefits	  	11
			
	16)   	  	Conflicts or Inconsistencies	  	12
			
	17)   	  	Amendments	  	12
			
	18)   	  	General Provisions	  	12

 Appendix 








	1.	Introduction 

  

	1.1	The present document constitutes the DB SERP for Management Committee Members of Domtar, hereinafter called the “DB SERP”. 

  

	1.2	The purpose of the DB SERP is to provide members of the Management Committee of the Company with additional retirement benefits in excess of those that may be payable in accordance
with the provisions of the Base Plans and of the DC SERP, as defined below. 

  

	2.	Definitions 

  

	2.1	Accrued Pension: at any date, the lesser of (a) and (b) defined below: 

  

	 	a)	two percent (2%) of the Best Average Earnings on such date multiplied by the number of years of Credited Service on such date; 

  

	 	b)	fifty percent (50%) of the Best Average Earnings on such date. 

  

	2.2	Actuarial Equivalent: 

  

	 	a)	For a Member employed in Canada: Actuarial Equivalent Value as defined under the Base Canadian Pension Plan; 

  

	 	b)	For a Member employed in the United States: Actuarial Equivalent as defined under the Base U.S. Pension Plan. 

  

	2.3	Base Canadian Pension Plan: the Domtar Pension Plan for Non-Negotiated Employees, as may be amended from time to time. 

  

	2.4	Base Plans: 

  

	 	a)	For a Member employed in Canada: the Base Canadian Pension Plan 

  

	 	b)	For a Member employed in the United States: the Base U.S. Pension Plan and the Base U.S. Savings Plan 

  

	2.5	Base U.S. Pension Plan: the Domtar U.S. Salaried Pension Plan, as may be amended from time to time. 

  

	2.6	Base U.S. Savings Plan: the Domtar U.S. Salaried 401(k) Plan, as may be amended from time to time. 

  

	2.7	Best Average Earnings: shall mean the highest annualized average Earnings of the Member during any 60 consecutive months of membership in the Base Plans during
the 120 months of membership in the Base Plans prior to the date of Separation from Service. In the event that there are less than 60 consecutive months, Best Average Earnings shall be calculated by dividing the total Earnings of the Member during
the period of membership in the Base Plans by the number of months during such period in respect of any part of which he shall have had Earnings and multiplying the result by 12. 

  

  
  

			
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 For the purpose of this Section 2.7, bonuses are attributed to the month during which they are
actually paid. Notwithstanding, should the timing of bonus payments differ from year to year, the number of bonus payments recognized shall not exceed the number of years included in the averaging period, as determined by the HR Committee. In
addition, Earnings for a given month (other than bonuses) are deemed to be equal to the Earnings for the corresponding calendar year (other than bonuses) divided by the number of months of membership in the Base Plans during the said calendar year.

  

	2.8	Board: the Board of Directors of Domtar Corporation. 

  

	2.9	Code: the U.S. Internal Revenue Code of 1986, as amended. 

  

	2.10	Company: means Domtar Corporation and any of its subsidiaries or affiliated companies. 

  

	2.11	Credited Service: shall mean the period of service with the Company starting with the date the executive becomes a Member of the DB SERP and ending with the date of
his Separation from Service, during which: 

  

	 	a)	For a Member employed in Canada: the Member is accruing credited service under the DB Option of the Base Canadian Pension Plan or the Company is contributing on behalf of the Member
under the DC Option of the Base Canadian Pension Plan, or would be contributing if it were not for the tax limits; 

  

	 	b)	For a Member employed in the United States: the Company is contributing on behalf of the Member under the Base U.S. Savings Plan, or would be contributing if it were not for
applicable Code limits and assuming the Member elected to contribute to the Base U.S. Savings Plan. 

  

	2.12	DC SERP: The DC SERP for Designated Executives of Domtar, as may be amended from time to time. 

  

	2.13	Deemed Account Balance: 

  

	 	a)	With respect to a defined contribution provision of the Base Plans, the account balance, for the same period as used to determine the Credited Service, calculated on the following
basis: 

  

	 	i)	Deemed contributions are determined assuming the Member has elected to contribute at the maximum rate allowed under the Base Plans, with the matching of Company contributions in
accordance with the respective Base Plans provisions; 

  

  
  

			
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 Deemed credited interest is calculated on the Deemed Account Balance at the beginning of the calendar
year and on the deemed Company contributions during the calendar year, assuming such deemed contributions, as applicable, are made in the middle of the year, at the same rate of return as credited under the DC SERP. 
  

	 	b)	With respect to the DC SERP, the actual notional account balance of the Member. 

  

	2.14	Default: shall have the meaning given to it in the Trust Agreement. 

  

	2.15	Earnings: 

  

	 	a)	For a Member employed in Canada: Earnings as defined under the Base Canadian Pension Plan; 

  

	 	b)	For a Member employed in the United States: Compensation as defined under the Base U.S. Savings Plan; 

 With the exception that bonuses recognized in a) or b) above in a given year will not exceed the lesser of: 
  

	 	c)	The actual target bonus, as determined from time to time by the Company for the Member; and 

  

	 	d)	A target bonus of 50% of the previous year’s salary. 

 For the period of disability recognized pursuant to Section 12 of the DB SERP, Earnings are deemed to be equal to the Member’s salary rate on the day his disability begins. 
  

	2.16	HR Committee: the Human Resources Committee of the Board. 

  

	2.17	Management Committee: the Management Committee of the Company as appointed by the Board upon recommendation of the Chief Executive Officer of the Company.


  

	2.18	Member: an executive of the Company from the date he is designated as a member of the Management Committee and who is accruing benefits under the DB SERP.
Notwithstanding the above, a member of the Management Committee covered under a grandfathered SERP arrangement would not be a Member of the DB SERP. For convenience, a list of such members of the Management Committee covered under a grandfathered
SERP arrangement as at March 7, 2007 is included in the Appendix. 

  

	2.19	Normal Retirement Date: with respect to a Member, the first day of the month coinciding with or immediately following the Member’s sixty-fifth
(65th) birthday. 

  

	2.20	Refundable Tax: shall have the meaning given to it in the Trust Agreement. 

  

  
  

			
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	2.21	Section 409A: section 409A of the Code and the rules, regulations and guidance promulgated thereunder. 

  

	2.22	Separation from Service: occurs (or a Member Separates from Service) when 

  

	 	a)	For a U.S. Taxpayer: the Member ceases to be employed by the Company and all entities considered a single employer with the Company under Code Sections 414(b) and (c) as a
result of the Member’s death, retirement, or other termination of employment. Whether a Separation from Service takes place is based on all the relevant facts and circumstances and determined in accordance with Section 409A.


  

	 	b)	For a Member other than a U.S. Taxpayer: the Member ceases to be employed by the Company as a result of the Member’s death, retirement, or other termination of employment.


  

	2.23	Trust Agreement: the agreement between the Company, a Trustee and the Member, as may be entered into in accordance with Section 14 of the DB SERP.


  

	2.24	Trust Fund: shall have the meaning given to it in the Trust Agreement 

  

	2.25	Trustee: the trustee party to the Trust Agreement. 

  

	2.26	U.S. Taxpayer: a Member who 

  

	 	a)	Is a U.S. citizen; or 

  

	 	b)	Is a foreign national/U.S. permanent resident (“green card” holder); or 

  

	 	c)	Is a foreign national who meets the “substantial physical presence” test during an applicable calendar year; 

  

	 	d)	Is a “dual status” individual and either 

  

	 	i)	Who declares that he is a U.S. Taxpayer (under (a), (b), or (c) above); or 

  

	 	ii)	Who the Company determines is a U.S. Taxpayer (under (a), (b), or (c) above); 

  

	 	e)	Is subject to U.S. federal income tax under the terms of the Canada-United States Tax Convention (1980) and the Protocols in effect thereunder; or 

  

	 	f)	Whose benefits under this DB SERP are otherwise subject to taxation in the U.S. 

 Notwithstanding the foreign Member declaration of U.S. Taxpayer status, and unless proven otherwise, if the Company’s payroll, human resources, or other records indicate that the Member is a U.S. Taxpayer, then
the member shall be deemed to be a U.S. Taxpayer for the purposes of the DB SERP. 
  

	2.27	For the purposes of the present document, the terms and expressions listed below shall have the meaning given to them in the Base Plans: 

  

  
  

			
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	 	a)	Base Canadian Pension Plan: 


	 	•	 	 Balanced Fund 



	 	•	 	 DB Option 



	 	•	 	 DC Option 


  

	 	b)	Base U.S. Savings Plan 


	 	•	 	 Balanced Index Fund 


  

	3.	Normal Retirement 

 A Member who Separates from Service, for a
reason other than death, on or beyond his Normal Retirement Date, shall receive from the Company, in accordance with the DB SERP, a monthly pension of one twelfth of the excess of (a) over (b) below: 
  

	a)	His Accrued Pension, determined on his date of Separation from Service; 

  

	b)	With respect to the same years of service recognized as Credited Service under the DB SERP, the sum of the annual amount of the lifetime pension to which the Member is entitled on
his date of Separation from Service in accordance with: 

  

	 	i)	For a Member employed in Canada: the DB Option and/or the DC Option of the Base Canadian Pension Plan and the DC SERP. For the purposes of this paragraph, the annual amount of
lifetime pension to which the Member is entitled under the DC Option of the Base Canadian Pension Plan and under the DC SERP is equal to the Actuarial Equivalent of the Deemed Account Balance of the Member in each of these plans;


  

	 	ii)	For a Member employed in the United States: the Base U.S. Pension Plan, the Base U.S. Savings Plan and the DC SERP. For the purposes of this paragraph, the annual amount of pension
to which the Member is entitled under the Base U.S. Savings Plan and under the DC SERP is equal to the Actuarial Equivalent of the Deemed Account Balance of the Member in each of these plans. 

 For the purposes of this paragraph (b), any amount of pension shall be determined disregarding any credit splitting resulting from a marriage breakdown.

 Notwithstanding anything in this Section 3 to the contrary, any pension provided to a U.S. Taxpayer pursuant to this DB SERP, except
as otherwise provided in Section 10, shall be paid in accordance with Section 9.3. 
  

	4.	Early Retirement 

 A Member who Separates from Service, for a reason other than death after completing two (2) years of service as a Member, or as a member of the Management Committee if earlier, before his Normal Retirement Date but on or after age 55,
shall receive from the Company, in accordance with the DB SERP, a monthly pension determined as in Section 3 above, except that the Accrued Pension determined in accordance with paragraph (a) of Section 3 shall be reduced by one half
of one percent (0.5%) for each calendar month his early retirement date precedes the date of his sixty second (62nd) birthday. 
  

  
  

			
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 Notwithstanding anything in this Section 4 to the contrary, any pension provided to a U.S. Taxpayer pursuant to this
DB SERP, except as otherwise provided in Section 10, shall be paid in accordance with Section 9.3. 
  

	5.	Deferral of Early Retirement Pension 

 A Member, other than a U.S.
Taxpayer, who Separates from Service, for a reason other than death, before his Normal Retirement Date but on or after age 55 and who is entitled to a pension from the DB SERP under Section 4 above, may elect to defer the commencement of this
pension until the first day of any calendar month preceding or coinciding with his Normal Retirement Date. 
 In such event, the amount of pension to which
he is entitled in accordance with the DB SERP shall be calculated as provided in Sections 3 and 4, adjusted to reflect the pension commencement date in the applicable calculations. 
 For more certainty, this Section 5 does not apply to a U.S. Taxpayer. 
  

	6.	Non-Vested Termination of Employment 

 A Member who Separates from
Service, for a reason other than death, before completing two (2) years of service as a Member, or as a member of the Management Committee if earlier, is not entitled to any benefit under the DB SERP. 
  

	7.	Vested Termination 

  

	7.1	A Member who Separates from Service, for a reason other than death, after completing two (2) years of service as a Member, or as a member of the Management Committee if
earlier, shall receive from the Company, in accordance with the DB SERP, a monthly pension determined as in Section 3 above, payable from his Normal Retirement Date. 

 Any increase in pension under the DB Option of the Base Canadian Pension Plan after Separation from Service and before payments commence shall have no
impact on the pension payable from the DB SERP. 
  

	7.2	If the Member elects to receive the pension to which he is entitled in accordance with the Base Plans before his Normal Retirement Date, he will be assumed to have elected the same
option for the pension due in accordance with Section 7.1 of the DB SERP. In this event, the pension due in accordance with the DB SERP shall be the Actuarial Equivalent of the pension payable from his Normal Retirement Date and shall commence
on the same date as will the pension due in accordance with the Base Plans. 

  

  
  

			
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	7.3	Upon his Separation from Service prior to age 55, instead of the pension described in paragraphs 7.1 and 7.2 above, the Member may elect to receive a single lump sum payment equal
to the Actuarial Equivalent of the pension described in paragraph 7.1 above. 

  

	7.4	Notwithstanding anything to the contrary in this Section 7, a U.S. Taxpayer is only entitled to the single lump sum payment described in paragraph 7.3. For a U.S. Taxpayer,
such payment shall be made in accordance with the provisions of Section 9.3. For more certainty, a U.S. Taxpayer is not entitled to the monthly pension payments described in paragraphs 7.1 and 7.2 and paragraph 9.1. 

  

	8.	Normal Form of Pension 

 Subject to paragraphs 7.4 and 9.3 for a
U.S. Taxpayer, the normal form of pension payable under the DB SERP shall consist of monthly benefits payable in equal amounts starting on the first day of the month in which the Member commences retirement, and on the first day of every subsequent
month for the life of the Member. If the Member dies before 60 monthly payments have been made, payments under the DB SERP shall continue to his estate until 60 monthly payments have been made. 
 For the purposes of Sections 3, 4, 5 and 7 of the DB SERP, the pension amount due in accordance with the Base Plans and the DC SERP shall be that which corresponds to
the normal form of pension of the DB SERP and shall exclude the additional pension resulting from excess contributions of the Base Plans, if any. 
  

	9.	Optional Forms of Pension 

  

	9.1	The same optional forms of payment as under the DB Option of the Base Canadian Pension Plan are offered to a Member, other than a U.S. Taxpayer, who Separates from Service on or
after age 55, in accordance with the DB SERP. 

 In this event, the payment of the pension due in accordance with the DB SERP
shall be the Actuarial Equivalent of the pension under the normal form of payment described in Section 8. However, if the Member elects a form of pension under the DB Option of the Base Canadian Pension Plan that has an Actuarial Equivalent
value greater than the Actuarial Equivalent value of the pension under the normal form of payment under the DB SERP, the DB SERP pension shall be reduced by the Actuarial Equivalent of such additional value under the Base Canadian Pension Plan.

  

  
  

			
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	9.2	Notwithstanding paragraph 9.1 above, with the consent of the HR Committee, instead of the pension described in Section 8 or in paragraph 9.1 above, the Member may elect to
receive a single lump sum payment. For the purposes of this paragraph, the lump sum payment to which the Member is entitled is equal to the Actuarial Equivalent of the pension payable under the normal form of payment described in Section 8
above. 

  

	9.3	Notwithstanding anything to the contrary in Section 8 or in paragraphs 9.1 or 9.2 above, a U.S. Taxpayer is only entitled to the single lump sum benefit described in paragraphs
7.4 and 9.2 above. For a U.S. Taxpayer, such payment shall be made within 90 days following the six (6) month anniversary of the date of Separation from Service and on the same day that benefits under the DC SERP are paid to the U.S. Taxpayer.
For more certainty, a U.S. Taxpayer is not entitled to the monthly pension payments described in Sections 3, 4 and 5, paragraphs 7.1, and 7.2, Section 8 and paragraph 9.1 or elect any other time or form of payment. The time of payment of
benefits to U.S. Taxpayers under the DB SERP shall be the same as under this DC SERP. 

  

	10.	Death Before Commencement of Pension Payments 

 If a Member
Separates from Service by reason of death before the commencement of his pension payments, his estate shall receive a single lump sum payment equal to the Actuarial Equivalent of the benefits to which he would have been entitled under the DB SERP
had he Separated from Service for a reason other than death on the day of his death. Any such payment shall be made within 90 days of the date of the Member’s death. 
  

	11.	Death After Commencement of Pension Payments 

 If a Member, other
than a U.S. Taxpayer, dies after payment of his pension, determined in accordance with Articles 3, 4, 5 or paragraph 7.1 or 7.2, as applicable, has commenced, the death benefits shall be determined in accordance with the normal form of payment as
described in Section 8, or the optional form of payment selected pursuant to paragraph 9.1, as applicable. 
  

	12.	Disability 

 A Member who is considered disabled under the Base
Plans, and who continues, on that basis, to accrue credited service, pension credits, or company contributions under such Base Plans, as the case may be, shall continue to accrue Credited Service for the purposes of the DB SERP. 
  

  
  

			
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 Benefits will only be paid from the DB SERP upon the Member’s actual Separation from Service, as described in
Sections 3, 4, 5, 6 or 7 and, in the case of a U.S. Taxpayer, 9.3 above, as applicable. 
 For the purposes of Section 14 of the DB SERP, a disabled
Member, other than a U.S. Taxpayer, is deemed to be a member of the Management Committee until the date of his Separation from Service. Provided he is at least age 55 upon Separation from Service, the DB SERP benefits of such a disabled Member will
start to be funded in accordance with Section 14 from the earlier of his Separation from Service and his attainment of age 60. 
  

	13.	Administration 

 The HR Committee is responsible for the
administration of the DB SERP, the supervision of its application and the interpretation of its provisions. With respect to Members who are not U.S. Taxpayers, the HR Committee may, at its discretion, approve other settlement options of benefits
payable under this Plan. 
  

	14.	Funding 

 This Section 14 does not apply to U.S. Taxpayers.

  

	14.1	Funding from age 60 onward 

 Within 12 months of the
date a Member, other than a U.S. Taxpayer, turns 60, and provided he is a member of the Management Committee on that date, the Company shall fund the benefits payable under the DB SERP by means of the Trust Fund contemplated in the Trust Agreement.
At that point, the DB SERP shall become a retirement compensation arrangement within the meaning of the Income Tax Act. 
 The Company may, at
its discretion, fund a Member’s benefit in a Trust Fund in which the Member is the only beneficiary or in a Trust Fund that includes multiple Members as beneficiaries. 
 Funding shall be effected by amortizing, over a five (5) year period, the cost of the benefits of the DB SERP for participation prior to age 60 and
by paying, annually, the current service cost. The Base Canadian Pension Plan’s actuary will determine the payments on account of amortization and current service using the actuarial assumptions and methods described in the Trust Agreement.

 The Member’s interest in the assets held under the Trust Agreement will vest only if: 
  

	 	a)	he dies in active service after age 60; 

  

  
  

			
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	 	b)	he retires on or after the Normal Retirement Date and is a member of the Management Committee at the time of his retirement; or 

  

	 	c)	he is terminated by the Company within 12 months of a change of control of the Company as defined in the Trust Agreement. 

 The Trustee shall pay the benefits under the DB SERP to the Member from that point onward unless the Company notifies the Trustee that it intends to pay
the benefits directly. Any amount remaining in the Trust Fund after all benefits required to be paid by the DB SERP have been paid, including any refundable tax balance, shall be returned to the Company. Any surplus assets in the Trust Fund, based
on the last filed actuarial report, may be returned to the Company while the Trust Fund continues to exist. If the Member Separates from Service or ceases to be a member of the Management Committee prior to the Normal Retirement Date and the Trust
Fund is intended to provide benefits in respect of only the applicable Member, the Trust Fund, including refundable tax, shall be returned to the Company and the Trust Agreement shall terminate. 
  

	14.2	Letters of Credit 

  

	 	(a)	The Company may satisfy all or part of its obligation to make contributions under the Trust Agreement by arranging for the issuance of a new Letter of Credit, or the renewal of an
existing Letter of Credit, in accordance with this Section 14.2, before the date the payment is otherwise due in accordance with the Trust Agreement. 

  


	 	(b)	Where the Company has arranged for and caused the issuance or renewal of a Letter of Credit in accordance with this Section 14.2, the Company shall be relieved of the
obligation to contribute, in accordance with the Trust Agreement, an amount equal to the face amount of the Letter of Credit. 

  

	 	(c)	Where the Company wishes a Letter of Credit to be issued or renewed in accordance with this Section 14.2, it shall arrange with the issuer thereof to issue or renew, as the
case may be, the Letter of Credit in the name of the Trustee, to be held by the Trustee as part of the Trust Fund. 

  

	 	(d)	To secure the issuance or renewal of a Letter of Credit, the Company shall contribute to the Trust Fund the amount that, after withholding and payment of the Refundable Tax
therefrom, is required by the issuer of the Letter of Credit for the issuance or renewal of the Letter of Credit, as the case may be. 

  

	 	(e)	On or before the Renewal Date of a particular Letter of Credit held by the Trustee, the Company shall either: 

  

	 	(i)	cause the issuer of the particular Letter of Credit to renew it on the same terms and conditions as applied before the renewal; 

  

  
  

			
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	 	(ii)	substitute for the particular Letter of Credit another Letter of Credit on the same terms and conditions as the particular Letter of Credit; or 

  

	 	(iii)	contribute to the Trust Fund the face amount of the Letter of Credit or such other amount required in accordance with the last actuarial valuation report. 


 

	 	(f)	Where the Company does not comply with paragraph (e) of this Section 14.2 or where there occurs a Default, the Trustee shall forthwith demand payment under the Letter of
Credit. 

  

	 	(g)	In this Section 14.2, 

 “Letter of Credit”
means an irrevocable, standby, unsecured letter of credit obtained from a Schedule 1 Canadian Bank or other lender with a term of one year which names the Trustee as beneficiary permitted to draw down (an amount up to the face amount) on the Letter
of Credit on the occurrence of a Default or a failure by the Company to comply with paragraph (e) of this Section 14.3, and which shall require the issuing bank or lender to withhold and remit to the Receiver General the appropriate amount
of Refundable Tax (provided that, notwithstanding the foregoing, the first Letter of Credit issued in connection with this DB SERP may have a term of less than one year); 
 “Renewal Date”, in relation to a Letter of Credit, means the date that is thirty (30) days before the Letter of Credit is to expire. 
  

	14.3	Company’s responsibility 

 For more certainty,
in the event that, for whatever reason, the assets of the Trust Fund are insufficient to pay for the benefits payable under the DB SERP as and when they become due, notwithstanding any other provision of this Section 14, the Company shall
remain responsible for the payment of such benefits. 
  

	15.	Non-Alienation of Benefits 

 No benefit payable under the provisions
of the DB SERP shall be in any manner capable of anticipation, surrender, commutation, alienation, sale, transfer, assignment, pledge, encumbrance or charge; nor shall any such benefit be in any manner subject to the debts, contracts, liabilities,
engagements or torts of the person entitled to such benefit, except as specifically provided in any applicable legislation. 
  

  
  

			
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	16.	Conflicts or Inconsistencies 

 In the event of any conflict or
inconsistency between the provisions of the DB SERP and the provisions of the Base Plans, the provisions of the DB SERP shall prevail. 
  

	17.	Amendments 

 The Company reserves the right to amend or terminate
the DB SERP at any time. Subject to Section 18.6, no amendment or termination shall adversely affect any benefits that have accrued up to the effective date of such change, based on Earnings, Credited Service, Base Plans and DC SERP accrued
benefits up to that date, which effective date shall not precede the date on which the change is communicated to the Member. Notwithstanding the foregoing, any amendment to this DB SERP which is the result of a change to the Base Plans shall take
effect as of the same date as applicable in respect of the amendment to the Base Plans. 
  

	18.	General Provisions 

  

	18.1	Currency 

 All amounts under the DB SERP shall be in
Canadian currency for Members employed in Canada, and in U.S. currency for Members employed in the United States. 
  

	18.2	Withholding and reporting 

 All payments under the
DB SERP are expressed on a pre-tax basis and shall be subject to applicable withholding tax and reporting pursuant to applicable legislation. 
  

	18.3	Interpretation 

 The DB SERP shall be interpreted,
with respect to a Member, in accordance with the laws of the same jurisdiction as applicable for purposes of the Member’s employment agreement with the Company, which is in force at the relevant time, or in the absence of an employment
agreement, with the law of the Province of Québec for a Member employed in Canada, and with the law of the State of South Carolina for a Member employed in the United States. 
  

	18.4	Entire Agreement 

 Except to the extent expressly
contemplated by the HR Committee at the time of adoption of the DB SERP, the DB SERP supersedes and replaces any and all prior plans, agreements, arrangements or understandings between the Company and the Member regarding any retirement benefits to
be provided to the Member in excess of those that may be payable in accordance with the provisions of the Base Plans and of the DC SERP. 
  

  
  

			
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	18.5	Severability 

 Should any of the provisions of the
DB SERP and/or conditions be illegal or not enforceable, it or they shall be considered severable and the DB SERP and the remaining conditions shall remain in full force and effect and be binding upon the parties as though the said provision or
provisions had never been included. 
  

	18.6	Enurement 

 The DB SERP shall enure to the benefit
of and be binding upon the respective successors of the parties hereto, and the heirs, administrators and legal representatives of the Member. 
  

	18.7	Section 409A 

 Neither the Company nor any of
its directors, officers or employees shall have any liability to a Member in the event Section 409A applies to any benefit paid or provided pursuant to the DB SERP in a manner that results in adverse tax consequences for the Member or any of
his or her beneficiaries or transferees. The HR Committee may unilaterally amend, modify or terminate any benefit provided under the DB SERP if it determines, in its sole discretion, that such amendment, modification or termination is necessary or
advisable to comply with applicable U.S. law as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest or penalty under Section 409A. 
  

  
  

			
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 APPENDIX 
 Members of the Management Committee covered under a grandfathered SERP 
 arrangement as at
March 7, 2007 
 Steven Barker 
 Roger Brear 
 James Lenhoff 
 Gilles Pharand 
 Raymond Royer 
  

  
  

			
	 DB SERP for Management Committee Members of Domtar
 As in
effect on March 7, 2007
	  	14