EXHIBIT 10 (a)(3)
DATE: December 31, 2002
PURPOSE OF THE AGREEMENT.
Advisor has served the Company for many years as its Senior Executive Officer and presently serves as
Chairman of the Board of Directors. Advisor's leadership has been an important force in the success, growth and
prosperity of UFP.
Advisor intends to retire as an officer of UFP as of December 31, 2002. UFP wishes to continue to utilize the
experience, ability and skills of Advisor as an advisor and consultant following his retirement. Advisor has agreed
to (1) provide those services upon the terms and conditions set forth in this Agreement, and (2) restrict his
services from being provided to any competitors of UFP.
The Parties agree as follows:
SECTION 1. RETENTION OF ADVISOR.
1.1 EFFECTIVE DATE. Effective January 1, 2003 (herein the "Effective Date") and during the term Consulting
Term, UFP shall retain Advisor as an independent contractor and consultant. Advisor accepts such consulting
relationship upon the terms and conditions set forth in this Agreement.
1.2 SERVICES. Advisor agrees to provide business leadership, management, and investor relations consulting
services, as requested by senior management or the Board of Directors of UFP, for the exclusive benefit of UFP.
Advisor shall perform such consulting services faithfully for UFP during the term of this Agreement. Advisor
agrees to serve as Chairman of the Board of UFP, without additional compensation, until at least December 31,
2003, and as requested by the Board of Directors thereafter.
1.3 PROVISION OF SERVICES. Advisor agrees to submit recommendations to the Chief Executive Officer
and Board of Directors of UFP regarding business leadership, management, and investor relations, and such
other aspects of the business of UFP as he,
in his professional judgment and discretion, deems appropriate. Advisor shall also provide specific consultation
and recommendations on particular issues or areas, as submitted to him by senior mana