AMENDED AND RESTATED CONSULTING AND NON-COMPETE AGREEMENT

Exhibit 10(a)(9)

AMENDED AND RESTATED
CONSULTING AND NON-COMPETE AGREEMENT

Whereas , the parties entered into a Consulting and Non-Compete Agreement dated December 17, 2007; and,

Whereas, the agreement provided a formula for calculation of the amount of payments due to the Advisor based in part on the compensation of the advisor subsequent to December 17, 2007;

Now, therefore, the parties hereby amend and restate the Consulting Agreement to provide the actual payments due under the formula, and to combine the Consulting Agreement and Nondisclosure Agreement, the latter of which is hereby terminated.

PURPOSE OF THE AGREEMENT.

Advisor has served UFP 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 July 21, 2009. 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 with Advisor’s retirement from UFP, July 21, 2009, (herein the “Effective Date”) and during the Consulting Term described in Section 4.1, 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. Such consulting services will require approximately five hundred (500) hours per year of Advisor’s time. UFP will not pay consulting fees if the services are not provided. Advisor agrees to serve on UFP’s Board of Directors during the term of this Agreement.

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 management or the Board of Directors of UFP. Advisor shall, in providing these services, exercise autonomy in determining the means and methods of accomplishing the result. If at any time during the Consulting Term, Advisor engages in other full time employment, Advisor shall not be deemed to be in breach of this Agreement, only if such employment consists of the Advisor providing services to one or more (a) charitable or non-profit organizations, or (b) Advisor’s family-owned for profit entities, including corporations, trusts, partnerships, or LLC’s, otherwise the Consulting Term shall terminate except for the provisions of Section 6 hereof, and UFP shall have no further obligations under this Agreement. Notwithstanding the foregoing, subject to Section 6 hereof, during the Consulting Term, Advisor may provide part-time services to third parties, including serving as a member of the board of directors of any such party. For purposes of this Agreement, full-time employment shall mean Advisor working in a position or positions, other than with UFP, which require Advisor to devote substantially all of a standard forty (40) hour work week.

1.4 Personal Services . Advisor agrees that this Consulting Agreement is for the personal services of the Advisor, based on his significant experience with the industry and his thirty five (35) years of service to UFP, and may be assigned to Currie Holdings LLC or a third party controlled by Advisor, provided however that the obligations to provide consulting services, board services and not to compete with UFP shall remain personal obligations of Advisor.

SECTION 2. CONSULTING FEE AND EXPENSE REIMBURSEMENT.

2.1 Consulting and Non-Compete Fee . In full satisfaction for any and all consulting, board service and non-compete payments to Advisor during the Consulting Term under this Agreement, UFP shall pay Advisor an annual fee equal to the average of the previous five years (2004-2008 inclusive) of compensation paid to Advisor while he was employed by UFP. The average annual compensation for this period is $1,413,157.

The fee will be paid in monthly installments in arrears in the amount of One Hundred Seventeen Thousand Seven Hundred Sixty-Three Dollars ($117,763.00).

2.2 Health Insurance . UFP will provide reimbursement to Advisor for health insurance coverage pursuant to COBRA for eighteen (18) months after the Effective Date. Thereafter, UFP will provide reimbursement to Advisor for health insurance costs up to Twelve Thousand Dollars ($12,000.00) per year.

2.3 Other Compensation and Fringe Benefit . Except as set forth in Section 3 of this Agreement, Advisor shall not receive any other payments from UFP, nor shall Advisor or any individual with whom he contracts to assist in the providing of services under this Agreement be eligible to participate in or receive benefits under any UFP fringe benefit programs, including, without limitation, disability, life insurance, and 401(k) benefits.

2.4 Allocation of Consideration . The consideration for the consulting services shall be Five Hundred Thousand Dollars ($500,000.00) per year. The consideration for serving as Chairman of the Board will be One Hundred Fifty Thousand Dollars ($150,000.00). Seven Hundred Sixty Three Thousand One Hundred Fifty Seven Dollars ($763,157.00) shall be allocated to Advisor’s obligations under Section 6 hereof.

2.5 Treatment of Stock Options . During the Consulting Term, Advisor will be considered as an Employee for the sole purpose of the reference contained in the stock option agreements and the stock grant described in Schedule 2.5.

SECTION 3. NATURE OF RELATIONSHIP; EXPENSES.

3.1 Independent Contractor . Except as otherwise expressly stated in this Agreement, Advisor shall be an independent contractor and shall not be an employee, servant, agent, partner, or joint venturer of UFP, or any of its officers, directors, or employees.

3.2 Insurance and Taxes . Advisor agrees to arrange for Advisor’s own liability, disability, and workers’ compensation insurance to cover himself and any of Advisor’s employees. Advisor agrees to be responsible for Advisor’s own tax obligations accruing as a result of payments for services rendered under this Agreement, as well as for the tax withholding obligations with respect to Advisor’s employees, if any. It is expressly understood and agreed by Advisor that should UFP for any reason incur tax liability or charges whatsoever as a result of not making any withholdings from payments for services under this Agreement, Advisor will reimburse and indemnify UFP for the same.

3.3 Equipment, Tools, Employees, and Overhead . Other than the expense reimbursement provided herein, UFP shall have no obligation to provide equipment or tools needed to provide services under this Agreement, including the salaries of and benefits provided to any employees of Advisor. Advisor shall be responsible for all of Advisor’s overhead costs and expenses.

SECTION 4. TERM.

4.1 Initial Term; Renewal . Unless otherwise terminated pursuant to the provisions of Section 4.2, this Agreement shall commence on the Effective Date and continue in effect until the third anniversary of the Effective Date (the “Consulting Term”).

4.2 Early Termination . The consulting fees and board fees payable under this Agreement shall be terminated upon the death or Disability of Advisor, or by written notice from UFP that, in UFP’s reasonable determination: (a) Advisor has refused, failed, or is unable to render consulting services under this Agreement; or (b) Advisor has breached any of Advisor’s other obligations under this Agreement. If the consulting relationship is terminated for any of the reasons set forth in the preceding sentence, the right of Advisor to the compensation set forth in Section 2 of this Agreement shall cease on the date of such termination, and UFP shall have no further obligation to Advisor under any of the provisions of this Agreement. Disability shall mean a physical or mental injury or illness that totally and permanently renders Advisor unable to