Exhibit 10(g)





Exhibit 10(g)




UNIVERSAL FOREST PRODUCTS, INC.




DEFERRED COMPENSATION PLAN




(Restated effective January 1, 2009)



Prepared by:

Miller Johnson

250 Monroe Avenue, N.W., Suite 800

P.O. Box 306

Grand Rapids, MI 49501-0306

(616) 831-1700



 


 









 





INDEX




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	Article 1 Establishment and Purpose
	 	 	1	 
	 
	 	 	 	 
	1.1 History of the Plan
	 	 	1	 
	1.2 This Document
	 	 	1	 
	1.3 Purpose
	 	 	1	 
	1.4 Status of Plan Under ERISA
	 	 	1	 
	1.5 Compliance with Section 409A
	 	 	1	 
	 
	 	 	 	 
	Article 2 Definitions
	 	 	1	 
	 
	 	 	 	 
	Article 3 Participation
	 	 	7	 
	 
	 	 	 	 
	3.1 Eligibility for Participation
	 	 	7	 
	3.2 Termination of Active Participation
	 	 	8	 
	 
	 	 	 	 
	Article 4 Amounts Credited to Accounts
	 	 	8	 
	 
	 	 	 	 
	4.1 Participants’ Accounts
	 	 	8	 
	4.2 Amounts Credited Based Upon Elective Deferrals
	 	 	9	 
	4.3 Amounts Credited Based Upon Investment Results
	 	 	10	 
	4.4 Required Investments in UFP Stock
	 	 	11	 
	4.5 Vesting in a Participant’s Account
	 	 	12	 
	 
	 	 	 	 
	Article 5 Distribution of Benefits
	 	 	13	 
	 
	 	 	 	 
	5.1 Distributable Events
	 	 	13	 
	5.2 Amount of Benefits
	 	 	13	 
	5.3 Time of Payment
	 	 	13	 
	5.4 Form of Payment
	 	 	14	 
	5.5 Hardship Withdrawals
	 	 	14	 
	5.6 Tax Withholding
	 	 	14	 
	5.7 Spendthrift Provision
	 	 	14	 
	 
	 	 	 	 
	Article 6 Funding
	 	 	15	 
	 
	 	 	 	 
	6.1 Establishment of Trust Fund
	 	 	15	 
	6.2 Status as Grantor Trust
	 	 	15	 
	6.3 Status of Participants as Unsecured Creditors
	 	 	15	 
	 
	 	 	 	 
	Article 7 Administration
	 	 	15	 
	 
	 	 	 	 
	7.1 Plan Administrator
	 	 	15	 
	7.2 Powers of Plan Administrator
	 	 	16	 
	7.3 Standard of Care
	 	 	16	 
	7.4 Appeal Procedure
	 	 	16	 
	7.5 Indemnification of Administrative Committee
	 	 	17	 
	 
	 	 	 	 





 


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	 	 	Page	 
	 
	 	 	 	 
	Article 8 Miscellaneous
	 	 	17	 
	 
	 	 	 	 
	8.1 No Employment Rights
	 	 	17	 
	8.2 Amendment
	 	 	17	 
	8.3 Termination
	 	 	17	 
	8.4 Severability
	 	 	17	 
	8.5 Construction
	 	 	18	 
	8.6 Governing Law
	 	 	18	 
	 
	 	 	 	 
	Signature
	 	 	18	 
	 
	 	 	 	 






 


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UNIVERSAL FOREST PRODUCTS, INC.

DEFERRED COMPENSATION PLAN



Article 1




Establishment and Purpose




1.1 History of the Plan



Universal Forest Products, Inc. (the “Company”) established the Universal Forest Products,
Inc. Deferred Compensation Plan (the “Plan”) as of December 27, 1995. The Plan has periodically
been amended.



1.2 This Document



By this document, the Company is amending and restating the Plan as of January 1, 2009.



1.3 Purpose



The Company desires to retain the services of a select group of executives who contribute to
the profitability and success of the Company. The Company maintains the Plan to provide the
executives who participate in the Plan with the opportunity to defer a portion of their
Compensation and have additional retirement income.



1.4 Status of Plan Under ERISA



The Plan is intended to be “unfunded” and maintained “primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees” for
purposes of ERISA. Accordingly, the Plan is not intended to be covered by Parts 2 through 4 of
Subtitle B of Title I of ERISA. The existence of any Trust Fund is not intended to change this
characterization of the Plan.



1.5 Compliance with Section 409A



To the extent the Plan provides deferred compensation under Section 409A of the Code, the Plan
is intended to comply with Section 409A. The Plan is intended to be interpreted consistent with
the requirements of Section 409A of the Code.



Article 2




Definitions




The following terms shall have the meanings described in this Article unless the context
clearly indicates another meaning. All references in the Plan to specific articles or sections
shall refer to Articles or Sections of the Plan unless otherwise stated.


 


 









 





2.1 Account



“Account” means the bookkeeping record of the Participant’s benefits under the terms of the
Plan.



2.2 Administrative Committee



“Administrative Committee” means the administrative committee periodically appointed by the
Board of Directors to assist the Plan Administrator with the day-to-day operation of the Plan.



2.3 Base Salary



“Base Salary” means a Participant’s regular wage or salary from the Company, not including
commissions, Bonuses or other types of irregular compensation. Base Salary excludes any amounts
earned before a Participant’s election to make Elective Deferrals from such wage or salary.



2.4 Beneficiary



“Beneficiary” means the beneficiary designated in writing by the Participant to receive
benefits from the Plan in the event of his death. The Beneficiary shall be designated on a form
provided by the Plan Administrator, and the Participant may change the Beneficiary designation at
any time by signing and delivering a new form to the Plan Administrator.



If the Participant designates a trust as Beneficiary, the Plan Administrator shall determine
the rights of the trustee without responsibility for determining the validity, existence, or
provisions of the trust. Further, the Plan Administrator shall not have responsibility for the
application of sums paid to the trustee or for the discharge of the trust.



If a Participant designates the Participant’s spouse as Beneficiary and the Participant and
spouse are subsequently divorced, the judgment of divorce shall be considered to revoke the prior
Beneficiary designation of the spouse.



The rules of this paragraph apply unless provided otherwise in the Participant’s Beneficiary
designation form. If the Participant designates one primary Beneficiary and the Beneficiary dies
after the Participant but before benefit payments are completed, any remaining benefits shall be
payable to the secondary Beneficiary. If the Participant fails to designate a secondary
Beneficiary or if no secondary Beneficiary survives the primary Beneficiary, any remaining benefits
shall be payable to the deceased primary Beneficiary’s heirs in the manner described in the next
paragraph. If the Participant designates more than one primary Beneficiary or more than one
secondary Beneficiary and a Beneficiary dies before benefit payments are completed, the share
payable to the deceased Beneficiary shall be paid to the deceased Beneficiary’s heirs in the manner
described in the next paragraph as if the Beneficiary was the Participant.



If the Participant fails to designate a Beneficiary, or if no designated Beneficiary survives
the Participant, payment shall be made to the Participant’s estate.


 


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The facts shown by the records of the Plan Administrator at the time of death shall be
conclusive as to the identity of the proper payee, and the records of Trustee shall be conclusive
as to the amount properly payable. The distribution made in accordance with such state of facts
shall constitute a complete discharge of all obligations under the provisions of the Plan.



2.5 Board



“Board” means the governing body of Universal Forest Products, Inc.



2.6  Bonus



“Bonus” means a payment of cash compensation other than Base Salary or commissions to a
Participant on or about March 15 each year as a reward for exceptional performance during the prior
Calendar Year.



2.7 Calendar Year



“Calendar Year” means the period of January 1 through the following December 31.



2.8 Change in Control



“Change in Control” means that one of the following events has occurred with regard to
Universal Forest Products, Inc.:




(a) Sale of 40% or more of the material operating assets of Universal Forest Products,
Inc. to a person or entity not affiliated with Universal Forest Products, Inc.;




(b) The acquisition of more than 30% of the common stock of Universal Forest Products,
Inc. by a person, entity or group of people or entities acting as a group for voting or
control purposes, who are not affiliated with Universal Forest Products, Inc.; or




(c) Replacement of a majority of the members of the Board during a 12-month period by
directors whose appointment or election is not endorsed by a majority of the Board before
the appointments or elections.



For purposes of the Plan, Universal Forest Products, Inc. is “affiliated with” another person
if that person has an ownership interest in Universal Forest Products, Inc. Universal Forest
Products, Inc. is “affiliated with” another entity if the other entity has an ownership interest in
Universal Forest Products, Inc.



2.9 Code



“Code” means the Internal Revenue Code of 1986, as amended.


 


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2.10 Company



“Company” means Universal Forest Products, Inc. and its wholly owned subsidiaries and
affiliates, except to the extent that any such subsidiary or affiliate maintains its own plan
providing similar benefits or is expressly excluded from participation under the Plan, and any
successor thereto.



2.11 Compensation



“Compensation” means the sum of the following:




(a) A Participant’s wages and other payments which are reported on IRS Form W-2.
However, this amount shall be determined without regard to any rules that limit the
remuneration included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section 3401(a)(2) of
the Code).




(b) An Employee’s salary deferral contributions to a Code Section 401(k) plan.




(c) A Participant’s pay reduction contributions to a cafeteria plan under Section 125
of the Code.




(d) A Participant’s pay reduction contributions to a qualified transportation fringe
benefit plan under Section 132(f) of the Code.




(e) A Participant’s pay reduction contributions to a simplified employee pension plan
under Section 402(h)(1)(B) of the Code.



2.12 Determination Period



“Determination Period” means with respect to an Employee who has a Separation from Service
from the Company between January 1 and March 31, the second Calendar Year preceding the Calendar
Year during which the Separation from Service occurred. If the Employee has a Separation from
Service between April 1 and December 31, the Determination Period is the preceding Calendar Year.



2.13 Distributable Event



“Distributable Event” means a “triggering” event for a distribution to a Participant. A
Participant’s Distributable Events are described in Section 5.1.



2.14 Elective Deferrals



“Elective Deferrals” are the amounts by which a Participant agrees to reduce his Base Salary
or Bonus in order to have amounts credited to his Account.


 


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2.15 Employee



“Employee” means any individual who, for tax purposes, is considered to be a common-law
employee of the Company. An individual who is treated by the Company as an independent contractor
for tax purposes is not an Employee.



2.16 ERISA



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



2.17 Investment Results



“Investment Results” means the hypothetical earnings, gains and losses achieved by an
investment fund elected by a Participant under Section 4.3. The Investment Results for a
Participant shall be determined as if the portion of his Account which was deemed to be invested in
the investment fund had actually been invested in the investment fund during the relevant time
period.



2.18 Key Employee



“Key Employee” means any Employee who at any time during the Determination Period was:




(a) An officer of the Company or a Related Employer whose annual Compensation from the
Company and all Related Employers is more than $145,000 (as adjusted under Section 416(i)(1)
of the Code for Plan Years beginning after December 31, 2007);




(b) A person having more than a 5% ownership interest in the Company or a Related
Employer; or




(c) A person having more than a 1% ownership interest in the Company or a Related
Employer and whose annual Compensation from the Company and all Related Employers is more
than $150,000.



The determination of who is a Key Employee shall be made in accordance with Sections 409A and
416(i)(1) of the Code and the applicable regulations and guidance.



2.19 Participant



“Participant” means an Employee or former Employee of the Company who has met the requirements
for participation under Article 3, and who is or may become eligible to receive benefits from the
Plan.



2.20 Plan



“Plan” means the Universal Forest Products, Inc. Deferred Compensation Plan.


 


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2.21 Plan Administrator



“Plan Administrator” means the fiduciary responsible for the operation and administration of
the Plan as provided in Article 7. Universal Forest Products, Inc. shall be the Plan
Administrator.



2.22 Plan Year



“Plan Year” means the 12-consecutive-month period beginning on January 1 and ending on the
following December 31.



2.23 Related Employer



“Related Employer” means:




(a) Any member of a controlled group of corporations in which the Company is a member,
as defined in Section 414(b) of the Code, but substituting “at least 20%” for “at least 80%”
each place it appears in Section 414(b) of the Code and the Treasury regulations issued
thereunder; or




(b) Any other trade or business under common control of or with the Company, as defined
in Section 414(c) of the Code, but substituting “at least 20%” for “at least 80%” each place
it appears in Section 414(b) of the Code and the Treasury regulations issued thereunder.



2.24 Separation from Service



“Separation from Service” means a “separation from service” under Section 409A of the Code.
Generally, this occurs if the Employee is reasonably anticipated to have a substantial permanent
reduction in the bona fide level of services provided to the Company and all Related Employers
(whether provided as an employee or an independent contractor). The reduction shall be
“substantial” only if the reduced bona fide level of services is less than 50% of the average bona
fide level of services provided by the Employee to the Company and all Related Employers during the
immediately preceding 36 months (or the Participant’s entire period of service, if less than 36
months).



2.25 Total Disability



“Total Disability” means the Participant meets one of the following requirements:




(a) The Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable mental or physical impairment which can be expected to result
in death or can be expected to last for a continuous period of at least 12 months; or




(b) The Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under a Company-sponsored
disability plan.


 


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The existence of a Total Disability shall be established by the certification of a physician
or physicians selected by the Plan Administrator, unless the Plan Administrator determines that an
examination is unnecessary. Alternatively, a Participant shall be considered to have a Total
Disability if the Participant is determined to be disabled by the Social Security Administration.



2.26 Trust Agreement



“Trust Agreement” means the trust agreement used to establish the Trust Fund.



2.27  Trust Fund



“Trust Fund” means the assets held under the Trust Agreement.



2.28  Trustee



“Trustee” means the financial institution designated as trustee by the Company pursuant to
Article 6.



2.29 UFP Stock



“UFP Stock” means shares of Universal Forest Products, Inc. Common Stock.



2.30 Year of Service



“Year of Service” means a 12-month period of employment with the Company or any Related
Employer. Individual periods of service are aggregated at the rate of one month for each 30 days.



Article 3




Participation




3.1 Eligibility for Participation



The Administrative Committee, with the approval of the Board, shall determine the Employees
who are eligible to participate in the Plan. An Employee shall begin to participate in the Plan on
the date designated by the Administrative Committee. It is intended that participation be limited
to Employees who will qualify as members of a “select group of management or other highly
compensated employees” under Title I of ERISA. In general, the Employees who are eligible to
participate are the officers, general managers of operations, operations managers, sales managers,
and plant managers of the Company as well as select corporate department heads, purchasing
directors, regional executive managers and senior managers of the Company.


 


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As a condition for participation in the Plan, the Employee must sign a participation agreement
provided by the Administrative Committee. The Employee shall acknowledge in the participation
agreement that he is an unsecured creditor of the Company with regard to any benefits under the
Plan and waive any right to a priority claim with regard to the benefits. The Employee may also be
required to complete other forms as a condition for participation.



3.2 Termination of Active Participation



The Administrative Committee may remove an Employee from further active participation in the
Plan. If this occurs, the Employee shall not have any additional amounts credited to his Account
under Section 4.2. But amounts shall continue to be credited to a Participant’s Account under
Section 4.3 until the amounts credited to the Participant’s Account are distributed.



Article 4




Amounts Credited to Accounts




4.1 Participants’ Accounts



The Plan Administrator shall maintain an Account for each Participant to record the
Participant’s benefits under the terms of the Plan. A Participant’s Account is for bookkeeping
purposes only. The Company is not required to make contributions to the Trust Fund to fund the
amounts credited to a Participant’s Account.



Amounts shall be credited to a Participant’s Account as provided in this Article.


 


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4.2 Amounts Credited Based Upon Elective Deferrals



The Plan Administrator shall credit a Participant’s Account with the amount of a Participant’s
Elective Deferrals as follows:




(a) Time of Election—Base Salary Before the beginning of each Calendar Year,
a Participant may make a written election to make Elective Deferrals equal to a specified
dollar amount of the Participant’s Base Salary earned during that Calendar Year. But the
following special rules apply:




(1) If an Employee initially becomes a Participant during a Calendar Year, the
Employee may make an election within 30 days after the Employee becomes a
Participant to make Elective Deferrals from any Base Salary earned after the
election is made.




(2) If a Participant does not make a new election for a Calendar Year, no amount
shall be deferred from the Participant’s Base Salary for that Calendar Year.




Except as provided in subsection (e), a Participant’s election to make Elective Deferrals
from Base Salary earned during a Calendar Year is irrevocable during that Calendar Year.




(b) Time of Election—Bonus No later than June 30 of each Calendar Year, a
Participant may make a written election to make Elective Deferrals equal to a specified
percentage or dollar amount of the Participant’s Bonus earned during that Calendar Year. If
a Participant does not make a new election for a Calendar Year, no amount shall be deferred
out of the Participant’s Bonus for that Calendar Year.




Except as provided in subsection (e), a Participant’s election to make Elective Deferrals
from Bonuses earned during a Calendar Year is irrevocable after June 30 of the Calendar
Year.




(c) Maximum Amount of Elective Deferrals A Participant may defer up to the
following amounts otherwise payable to the Participant each Calendar Year:




(1) $10,000 of Base Salary.




(2) 25% of Bonuses not to exceed $100,000 for executive officers, $50,000 for
other officers, $25,000 for general managers of operations, operations managers and
corporate department heads, and $10,000 for all other Participants.




The Plan Administrator may also periodically establish additional rules relating to a
Participant’s Elective Deferrals (for example, a minimum amount permitted).




(d) Crediting of Elective Deferrals to Accounts A Participant’s Elective
Deferrals shall be credited to his Account as soon as administratively feasible after the
amounts otherwise would have been paid to the Participant.




(e) Suspension After Hardship Withdrawal Despite any other provision, if a
Participant receives a hardship withdrawal under the Universal Forest Products, Inc.
Employees’ Profit Sharing and 401(k) Plan, a Participant shall not make any Elective
Deferrals for six months after receipt of the hardship withdrawal. At the end of the
six-month period, Elective Deferrals may only begin again if the Participant makes a new
election in accordance with subsection (a) or (b), to defer his Base Salary or Bonus for a
Calendar Year beginning at least six months after the hardship withdrawal was made.




 


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(f) Elections Relating to In-Service Distributions A Participant may also make
an election to receive an in-service distribution of the portion of the Bonus he elected to
defer for any Calendar Year (but not Base Salary deferrals or investment earnings). The
election will only be effective if:




(1) The election is made by the deadline for making a Bonus deferral election
for a Calendar Year;




(2) The payment date is at least 12 months after the end of the Calendar Year
during which the Bonus was deferred; and




(3) The Participant remains employed by the Company or a Related Employer until
the elected payment date.




The amount distributed will be the lesser of the amount of the Bonus the Participant elected
to be paid as of the date it was deferred and the value of the Bonus on the date of
distribution.




(g) Withholding of Payroll Taxes Any payroll taxes the Company must withhold
on a Participant’s Base Salary or Bonus deferrals (including any amount that must be
withheld because of the discount on UFP Stock provided to Participants whose deferrals are
treated as invested in UFP Stock for the year) will be withheld from the portion of the
Participant’s Base Salary or Bonus that the Participant does not elect to defer before any
amount is credited to the Participant’s Account.



4.3 Amounts Credited Based Upon Investment Results



A Participant may choose among different investment funds made available by the Plan
Administrator for purposes of determining the Investment Results credited to his Account. The Plan
Administrator may change these investment funds.



The Plan Administrator shall periodically establish administrative rules for a Participant to
make and change his investment elections and rules regarding the crediting of Investment Results.
Amounts shall be credited to a Participant’s Account under this Section until the Participant’s
Account is completely distributed.



The Company shall be under no obligation to make investments that correspond to the
Participant’s investment elections, even though the Participant’s elections are used to determine
the Participant’s Investment Results.



If all or a portion of a Participant’s Elective Deferrals for a Calendar Year are deemed to be
invested in UFP Stock, the number of shares of UFP Stock credited to the Participant’s Account
shall be increased to reflect a fifteen percent (15%) discount to market, determined based on the
closing market price of UFP Stock on the day the amount would have been paid to the Participant if
he had not elected to defer it. The number of shares credited to the Participant’s Account as a
result of any deferral of Base Salary or Bonus shall equal:



(x  ̧ .85)

z




where x equals the amount the Participant defers and z equals the closing market price of UFP Stock
on the day the amount would have been paid to the Participant if he had not elected to defer it.
Elective Deferrals that are treated as being invested in UFP Stock shall continue to be treated as
invested in UFP Stock until the Elective Deferrals are distributed to the Participant.


 


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4.4 Required Investments in UFP Stock




(a) A Participant’s Elective Deferrals from Base Salary for any Calendar Year will be
deemed to be invested in UFP Stock unless:




(1) If the Participant has less than five Years of Service with the Company as
of the December 31 immediately preceding the first day of the Calendar Year, the
Participant owns UFP Stock with a market value as of the preceding September 30 of
at least one (1) times the Participant’s annualized box 1 W-2 compensation for the
second Calendar Year preceding the Calendar Year for which the Elective Deferrals
are being made;




(2) If the Participant has at least five but less ten Years of Service with the
Company as of the December 31 immediately preceding the first day of the Calendar
Year, the Participant owns UFP Stock with a market value as of the preceding
September 30 of at least two (2) times the Participant’s annualized box 1 W-2
compensation for the second Calendar Year preceding the Calendar Year for which the
Elective Deferrals are being made; or




(3) If the Participant has ten or more Years of Service with the Company as of
the December 31 immediately preceding the first day of the Calendar Year, the
Participant owns UFP Stock with a market value as of the preceding September 30 of
at least three (3) times the Participant’s annualized box 1 W-2 compensation for the
second Calendar Year preceding the Calendar Year for which the Elective Deferrals
are being made.




For purposes of this subsection, if a Participant’s box 1 W-2 compensation for any Calendar
Year is for work performed for less than a 12-month period, the Participant’s box 1 W-2
compensation for the Calendar Year shall be annualized by multiplying his box 1 W-2
compensation by 12 and dividing it by the number of full and partial months he worked during
the year.




(b) If the applicable requirement detailed in subsection (a) above is met as of the
December 31 of the preceding Calendar Year, the Participant may direct that his Elective
Deferrals from Base Salary for the Calendar Year be credited with earnings or losses based
on any investment option available under the Plan.


 


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(c) A Participant’s Elective Deferrals from Bonuses for a Calendar Year will be deemed
to be invested in UFP Stock unless:




(1) If the Participant has less than five Years of Service with the Company as
of the December 31 preceding the June 30 by which the election must be made, the
Participant owns UFP Stock with a market value as of the preceding April 30 of at
least one (1) times the Participant’s annualized box 1 W-2 compensation for the
Calendar Year preceding the Calendar Year for which the Elective Deferral from his
Bonus is made.




(2) If the Participant has at least five but less than ten Years of Service
with the Company as of the December 31 preceding the June 30 by which the election
must be made, the Participant owns UFP Stock with a market value as of the preceding
April 30 of at least two (2) times the Participant’s annualized box 1 W-2
compensation for the Calendar Year preceding the Calendar Year for which the
Elective Deferral from his Bonus is made; or




(3) If the Participant has ten or more Years of Service with the Company as of
the December 31 preceding the date by which the election must be made, the
Participant owns UFP Stock with a market value as of preceding April 30 of at least
three (3) times the Participant’s annualized box 1 W-2 compensation for the Calendar
Year preceding the Calendar Year for which the Elective Deferral from his Bonus is
made.




For purposes of this subsection, if a Participant’s box 1 W-2 compensation for any Calendar
Year is for work performed for less than a 12-month period, the Participant’s box 1 W-2
compensation for the Calendar Year shall be annualized by multiplying his box 1 W-2
compensation by 12 and dividing it by the number of full and partial months he worked during
the year.




(d) If the applicable requirement detailed in subsection (c) above is met as of the
June 30 by which the Participant’s Bonus deferral election must be made, the Participant may
direct that his Elective Deferrals from his Bonus for the Calendar Year be credited with
earnings or losses based on any investment option available under the Plan.




(e) For example, if a Participant who has completed three Years of Service with the
Company as of December 31, 2006 defers $10,000 of his Base Salary for 2007, his Elective
Deferrals from his Base Salary will be invested in UFP Stock unless he owns UFP Stock with a
market value as of September 30, 2006 equal to his 2005 compensation as reported in box 1 of
his 2005 W-2 (assuming he worked for the Company for all of 2005). If the Participant
elects to defer all or any portion of his 2007 Bonus that is payable in 2008, his Elective
Deferrals from his Bonus will be invested in UFP Stock unless he owns UFP Stock with a
market value as of April 30, 2007 equal to his 2006 compensation as reported in box 1 of his
2006 W-2 (assuming he worked for the Company for all of 2006).



4.5 Vesting in a Participant’s Account



Except as provided in Section 5.3, all amounts credited to a Participant’s Account are always
100% vested.


 


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Article 5




Distribution of Benefits




5.1 Distributable Events



A Participant shall have a Distributable Event for purposes of the Plan on the date the first
of the following events occurs:




(a) The Participant has a Separation from Service;




(b) The Participant dies while employed by the Company;




(c) The Participant incurs a Total Disability while employed by the Company; or




(d) A Change in Control occurs.



5.2 Amount of Benefits



A Participant’s benefits under the Plan shall be equal to the amount credited to the
Participant’s Account on the date determined by the Company that is no more than one month prior to
the date the amount is distributed to the Participant.



5.3 Time of Payment



A Participant’s benefits from the Plan shall be paid in a single lump sum payment on the
one-year anniversary of his Separation from Service. Notwithstanding the preceding sentence, in
the event a Participant dies, suffers a Total Disability or has a Separation from Service after
attaining age 55 and in the event of a Change in Control, payment will be made within 60 days after
the Participant’s Distributable Event occurs. In no event, however, will any distribution be made
to a Key Employee as a result of a Separation from Service earlier than the six-month anniversary
of the date of the Participant’s Separation from Service, unless the Participant dies prior to the
end of the six-month period.



If, during the Participant’s employment with the Company or the twelve (12) month period
following his Separation from Service, the Participant violates any confidentiality agreement,
intellectual property agreement or non-competition agreement with the Company or any Related
Employer in effect while the Participant is employed by the Company or a Related Employer or at the
time of the Separation from Service, the Participant’s Account shall be reduced to reflect the
value that is the lesser of:




(a) The actual Account value on the date of Separation from Service; or




(b) The value the Account would have been on the date of Separation from Service if it
had been credited with an earnings rate of 0% from the time the Elective Deferrals were
initially credited to the Account and no discount had been available for deemed investments
in UFP Stock.


 


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5.4 Form of Payment



A Participant’s benefits from the Plan shall be distributed in cash, except all amounts
treated as invested in UFP Stock shall be distributed in the form of certificates for UFP Stock.



5.5 Hardship Withdrawals



A Participant who has an unforeseeable financial emergency may receive payment while employed
by the Company of all or part of the amount credited to the Participant’s Account.



For purposes of this Section, an unforeseeable financial emergency is a severe financial
hardship of the Participant resulting from: a sudden and unexpected illness or accident of the
Participant or 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. However, the Participant will not be considered to have an
unforeseeable emergency if the hardship is or may be relieved:




(a) Through reimbursement or compensation by insurance or otherwise;




(b) By liquidation of the Participant’s assets, to the extent the liquidation of such
assets would itself not cause severe financial hardship; or




(c) By the cessation of Elective Deferrals and elective deferrals to the Universal
Forest Products, Inc. Employees’ Profit Sharing and 401(k) Plan.



The need to send a Participant’s child to college or the desire to purchase a home are not
unforeseeable financial emergencies for purposes of this Section.



A Participant may only withdraw the amount reasonably needed to satisfy the financial
emergency need. The amount of the financial need may include amounts necessary to pay any federal,
state or local taxes or penalties relating to the distribution.



The Plan Administrator may periodically establish administrative rules regarding withdrawals
under this Section.



5.6 Tax Withholding



Any applicable federal, state, or local income taxes shall be withheld from the benefits paid
to a Participant or the Participant’s Beneficiary to the extent required by law or elected by the
Participant or Beneficiary.



5.7 Spendthrift Provision



No benefit or interest under the Plan is subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of a
Participant or the Participant’s Beneficiary.


 


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Article 6




Funding




6.1 Establishment of Trust Fund



The Company may enter into a Trust Agreement with an unrelated financial institution, as
Trustee, to establish a Trust Fund. If a Trust Fund is established, the Company may, but is not
required to, make contributions to the Trust Fund. However, if a Change in Control occurs, the
Company shall establish a Trust Fund and shall contribute to the Trust Fund an amount, if any,
necessary so that the assets of the Trust Fund are sufficient to pay all amounts credited to
Participants’ Accounts.



6.2 Status as Grantor Trust



The Trust Fund shall be a grantor trust under Sections 671 through 678 of the Code. The Trust
Agreement shall provide that the assets of the Trust Fund are subject to the claims of the
Company’s general creditors if the Company becomes insolvent. If any assets of the Trust Fund are
seized by general creditors of the Company, a Participant’s right to receive benefits under the
Plan shall not be changed.



6.3 Status of Participants as Unsecured Creditors



The obligation of the Company to pay benefits under the Plan shall be unsecured. Each
Participant is an unsecured creditor of the Company. The Plan constitutes a mere promise by the
Company to make benefit payments in the future.



The establishment of an Account for a Participant and the Company’s payment of contributions
to the Trust Fund are not intended to create any security for payment of benefits under the Plan or
change the status of the Plan as an unfunded plan for tax purposes or Title I of ERISA.



Article 7




Administration




7.1 Plan Administrator



The Company shall have the sole responsibility for the administration of the Plan and is
designated as named fiduciary and Plan Administrator. The Plan Administrator shall have the power
and duties which are described in this Article. The Administrative Committee shall carry out the
functions of the Plan Administrator with respect to the day-to-day operations of the Plan. If a
member of the Administrative Committee is a Participant, the member shall abstain from voting on
any matter relating to the member’s benefits under the Plan.


 


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7.2 Powers of Plan Administrator



The Plan Administrator shall have all discretionary powers necessary to administer and satisfy
its obligations under the Plan, including, but not limited to, the following:




(a) Maintain records pertaining to the Plan.




(b) Interpret the terms and provisions of the Plan.




(c) Establish procedures by which Participants may apply for benefits under the Plan
and appeal a denial of benefits.




(d) Determine the rights under the Plan of any Participant applying for or receiving
benefits.




(e) Administer the appeal procedure provided in this Article.




(f) Perform all acts necessary to meet the reporting and disclosure obligations imposed
by Sections 101 through 111 of ERISA (if any are applicable).




(g) Delegate specific responsibilities for the operation and administration of the Plan
to such Employees or agents as it deems advisable and necessary.




(h) Issue reports to Participants no less than once per year.



7.3 Standard of Care



The Plan Administrator shall administer the Plan solely in the interest of Participants and
for the exclusive purposes of providing benefits to the Participants and their Beneficiaries. The
Plan Administrator shall administer the Plan with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person, acting in a like capacity and familiar with
such matters, would use in the conduct of an enterprise of a like character and with like aims.



The Plan Administrator shall not be liable for any act or omission relating to its duties
under the Plan unless the act or omission violates the standard of care described in this Section.



7.4 Appeal Procedure



Any Participant whose application for benefits under the Plan has been denied, in whole or in
part, shall be given written notice of the denial of benefits by the Plan Administrator. The
notice shall be in easily understood language and shall indicate the reasons for denial and the
specific provisions of the Plan on which the denial is based. The notice shall explain that the
Participant may request a review of the denial and the procedure for requesting review. The notice
shall describe any additional information necessary to approve the Participant’s claim and explain
why such information is necessary.



A Participant may make a written request to the Plan Administrator for a review of any denial
of benefits under the Plan. The request for review must be in writing and must be made within 60
days after the mailing date of the notice of denial. The request shall refer to the provisions of
the Plan on which it is based and shall set forth the facts relied upon as justifying a reversal or
modification of the determination being appealed.


 


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A Participant who requests a review of a denial of benefits in accordance with this appeal
procedure may examine pertinent documents and submit pertinent issues and comments in writing. A
Participant may have a duly authorized representative act on his behalf in exercising his right to
request a review and any other rights granted by this appeal procedure. The Plan Administrator
shall provide a review of the decision denying the claim for benefit within 60 days after receiving
the written request for review.



A Participant shall not be permitted to commence any legal action against the Company
regarding his benefits under the Plan before exhausting the appeal procedure contained in this
Section.



7.5 Indemnification of Administrative Committee



The Company shall indemnify and hold harmless the members of the Administrative Committee and
their duly appointed agents against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to the Plan, except in the case of gross negligence
or willful misconduct by any such member or agent of the Administrative Committee.



Article 8




Miscellaneous




8.1 No Employment Rights



The existence of the Plan shall not grant a Participant any legal right to continue as an
Employee, nor affect the right of the Company to discharge a Participant.



8.2 Amendment



The Company shall have the right to amend the Plan at any time. But no amendment shall reduce
the amount credited to a Participant’s Account.



8.3 Termination



The Company shall have the right to terminate the Plan at any time. If the Plan is
terminated, no additional amounts shall be credited to a Participant’s Account under Section 4.2.
But the Participant’s Account shall be adjusted for Investment Results under Section 4.3 until the
Participant’s benefits are distributed to the Participant.



The Participant shall be entitled to receive the amounts credited to his Account upon
satisfying the requirements for payment of benefits under the Plan. However, the Company may pay
the Participant the amount credited to the Participant’s Account at any time after the Plan is
terminated if the payment is permitted by Section 409A of the Code.



8.4 Severability



The unenforceability of any provision of the Plan shall not affect the enforceability of the
remaining provisions of the Plan.


 


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8.5 Construction



Words used in the masculine shall apply to the feminine where applicable. Wherever the
context of the Plan dictates, the plural shall be read as the singular and the singular as the
plural.



8.6 Governing Law



To the extent that Michigan law is not preempted by ERISA, the provisions of the Plan shall be
governed by the laws of the state of Michigan.



Signature




The Company has signed the amended and restated Universal Forest Products, Inc. Deferred
Compensation Plan this                      day of                     , 2008.



	 	 	 	 	 	 	 	 	 
	 	 	UNIVERSAL FOREST PRODUCTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Its	 	 	 	 
	 	 	 	 	 	 	   







 


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