As filed with the Securities and Exchange Commission on May __ , 2001 -
                                                       Registration No. _______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         UNIVERSAL FOREST PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            Michigan                                      38-1465835
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             2801 East Beltline, N.E., Grand Rapids, Michigan 49525
           (Address of Principal Executive Offices)        (Zip Code)

         Universal Forest Products, Inc. Long-Term Stock Incentive Plan
                                       and
          Universal Forest Products, Inc. 1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

                                 Matthew Missad
             2801 East Beltline, N.E., Grand Rapids, Michigan 49525
                                 (616) 364-6161
 (Name, address and telephone number, including area code of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                                      Proposed Maximum     Proposed Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered               Registered(1)(2)          Per Share        Offering Price(3)    Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                <C>                   <C>
         Common Stock             2,300,000 Shares           $16.025            $36,857,500           $9,214.38
        (No Par Value)
====================================================================================================================
</TABLE>
(1)  Represents  the number of shares of Common  Stock  authorized  for issuance
     under both the Universal  Forest Products,  Inc.  Long-Term Stock Incentive
     Plan  (1,100,000) and the Universal  Forest  Products,  Inc. 1999 Long-Term
     Stock Incentive Plan (1,200,000) which replaces the prior plan.
(2)  Universal Forest Products,  Inc. will file amendments to this  registration
     statement  for any  increase  in the number of shares  available  under the
     Plans as provided in the Plans.
(3)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $16.025 per share,  the average  high and low sales
     prices for common stock of the Registrant in the NASDAQ  National Market on
     May 7, 2001, in accordance with Rule 457(h).

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

                                      S-1
<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Information  required by Part I to be contained in Section 10(a) Prospectus
is omitted from this  registration  statement in accordance with Rule 428 of the
Securities Act of 1933 and the Note to Part I of Form S-8.

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Company's  Annual  Report on Form 10-K for the year ended  December 30,
2000,  which has been filed by the  Company  with the  Commission  (SEC File No.
0-22684),  is incorporated  herein by reference.  All other reports filed by the
Company  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934, since the end of the fiscal year covered by the foregoing Annual Report on
Form 10-K are incorporated  herein by reference.  All other reports or documents
filed by the Company pursuant to the  requirements of Sections 13(a),  13(c), 14
and  15(d)  of the  Securities  Exchange  Act,  subsequent  to the  date of this
registration  statement  and prior to the  termination  of the  offering  of the
securities offered hereby shall be deemed to be incorporated by reference herein
and to be a part  hereof from the date of filing of such  reports or  documents.
Any statements contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document  which  also  is  incorporated   herein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

     The  description  of the Company's  Common  Stock,  the class of securities
offered pursuant to this registration  statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Securities  Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections  561-571 of the  Michigan  Business  Corporation  Act,  as amended
("MBCA"),  grant the Company  broad powers to indemnify any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  has no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought  determines upon  application  that,  despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems  proper.  In addition to the extent that any such person is  successful in
the defense of any such legal  proceedings,  the Company is required by the MBCA
to indemnify him against expenses,  including  attorneys' fees that are actually
and reasonably incurred by him in connection therewith.

                                      S-2
<PAGE>
     The  Company's  Amended  and  Restated  Articles of  Incorporation  contain
provisions  entitling  directors  and  executive  officers  of  the  Company  to
indemnification  against  certain  liabilities  and  expenses.  The  Company has
entered into  indemnification  agreements with each of its directors providing a
contractual  right to indemnity by the Company against  certain  liabilities and
expenses.  In addition to the available  indemnification,  the Company's Amended
and  Restated  Articles of  Incorporation  limit the  personal  liability of the
members of its Board of Directors for monetary damages with respect to claims by
the  Company  or its  shareholders  resulting  from  certain  negligent  acts or
omissions.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-8.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than 20% change in the maximum  aggregate  offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in this registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement  is on  Form  S-3,  Form  S-8,  or  Form  F-3,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated
by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                      S-3
<PAGE>
     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and  is,   therefore,   unenforceable.   In  the  event  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      S-4
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Grand Rapids, State of Michigan,  on the 18th day of
April, 2001.

                                    UNIVERSAL FOREST PRODUCTS, INC.



                                    By:    /s/ William G. Currie
                                           William G. Currie
                                           President and Chief Executive Officer


                                    By:    /s/ Michael R. Cole
                                           Michael R. Cole
                                           Chief Financial Officer and
                                           Principal Accounting Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed below on April 18, 2001, by the following
persons in the capacities indicated.

By:    /s/ Peter F. Secchia                  By:   /s/ Philip M. Novell
       Peter F. Secchia, Director                  Philip M. Novell, Director

By:    /s/ William G. Currie                 By:   /s/ Louis A. Smith
       William G. Currie, Director                 Louis A. Smith, Director

By:    /s/ John C. Canepa                    By:   /s/ Carroll M. Shoffner
       John C. Canepa, Director                    Carroll M. Shoffner, Director

By:    /s/ John W. Garside
       John W. Garside, Director


                                       S-5
<PAGE>
INDEPENDENT AUDITORS' CONSENT



We consent to the  incorporation by reference in this Registration  Statement of
Universal  Forest  Products,  Inc. on Form S-8 of our report  dated  January 29,
2001,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Universal Forest Products, Inc. for the year ended December 30, 2000.


/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Grand Rapids, Michigan

May 9, 2001




                                      S-6
<PAGE>
                                   May 8, 2001



Universal Forest Products, Inc.
2801 East Beltline, N.E.
Grand Rapids, MI  49525

         Re:   Registration  Statement  on Form S-8  Relating  to the  Universal
               Forest  Products,  Inc.  Long-Term  Stock  Incentive Plan and the
               Universal  Forest  Products,  Inc. 1999 Long-Term Stock Incentive
               Plan (collectively, the "Plans")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Universal Forest Products,  Inc., a Michigan  corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering  under the Securities Act of 1933, as amended,  2,300,000  shares of
the Company's common stock, no par value for issuance  pursuant to the Plans, we
have  examined  such  documents  and  questions of law we consider  necessary or
appropriate for the purpose of giving this opinion.

     On the basis of such  evaluation,  we advise you that, in our opinion,  the
2,300,000  shares covered by the  Registration  Statement,  upon the exercise of
stock options,  at the prices described in the Registration  Statement,  but not
less than the par value  thereof,  and upon  delivery of such shares and payment
therefor in accordance  with the terms stated in the Plans and the  Registration
Statement, will be duly and legally authorized,  issued and outstanding and will
be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP



                                      S-7
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:


Exhibit 4.1       Universal Forest Products, Inc. Long-Term Stock Incentive Plan

Exhibit 4.2       Universal Forest Products, Inc. 1999 Long-Term Stock Incentive
                  Plan

Exhibit 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP included
                  on Page S-7 hereof

Exhibit 23(a)     Consent of BDO Seidman LLP included on Page S-6 hereof

Exhibit 23(b)     Consent of Varnum, Riddering, Schmidt & Howlett LLP  (included
                  in Exhibit 5)



::ODMA\PCDOCS\GRR\552905\1

                                      S-8
<PAGE>
                                   EXHIBIT 4.1

                         UNIVERSAL FOREST PRODUCTS, INC.

                         LONG-TERM STOCK INCENTIVE PLAN


                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1 Establishment of the Plan.  Universal Forest Product,  Inc., a Michigan
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the "Universal  Forest Products,  Inc.  Long-Term Stock Incentive
Plan" (the "Plan"), as set forth in this document. The Plan permits the granting
of stock  options,  stock  appreciation  rights,  restricted  stock,  and  other
stock-based  awards to key employees of the Company and its  Subsidiaries.  Upon
approval by the Board of Directors of the Company,  subject to  ratification  by
the affirmative  vote of holders of a majority of shares of the Company's Common
Stock present and entitled to vote at the 1997 Annual  Meeting of  Shareholders,
the Plan shall become effective as of January 1, 1997 (the "Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  shareholders,
through  stock-based  compensation,  by aligning the  personal  interests of the
Company's  key  employees  with  those  of its  shareholders.  The  Plan is also
designed to allow key employees to participate in the Company's  future, as well
as to enable the Company to attract, retain and award such employees.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights and Reload Options may be effected pursuant to the terms
of Awards granted prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights,  Restricted Stock,  Performance Shares or Other Stock-Based
Award.

     2.2 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award,  as  established  by the  Committee and shall be subject to the terms and
conditions of the Plan.

     2.3 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

     2.4 "Board" shall mean the Board of Directors of the Company.

     2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.6  "Committee"  shall  mean the  Committee,  as  specified  in Article 3,
appointed by the Board to administer the Plan.

     2.7 "Common Stock" shall mean the Common Stock of the Company.

     2.8  "Disability"  shall mean permanent and total  disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.
<PAGE>
     2.9 "Fair  Market  Value"  shall be the mean between the highest and lowest
sales  prices  per  share of the  Common  Stock  for such  date on the  National
Association of Securities  Dealers  Automated  Quotation System or any successor
system then in use ("NASDAQ"). If no sale of shares of Common Stock is reflected
on the NASDAQ on a date,  "Fair Market  Value" shall be  determined  on the next
preceding  day on which there was a sale of shares of Common Stock  reflected on
NASDAQ.

     2.10  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.11 "Insider" shall mean an employee who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of Common Stock.

     2.12  "Nonemployee  Director"  shall  have the  meaning  set  forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor definition adopted by the SEC.

     2.13 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.14 "Option" means an Incentive Stock Option, a Nonqualified Stock Option,
or a Reload Option.

     2.15  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.16 "Other Stock-Based Award" shall mean an Award under Article 10 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.17  "Participant"  shall mean an employee of the Company or a  Subsidiary
who holds an outstanding Award granted under the Plan.

     2.18  "Performance  Shares"  shall mean an Award granted under Article 9 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.19 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.20  "Reload  Option"  shall  mean an  Option  that is  awarded  under the
conditions of Section 6.5 of the Plan.

     2.21 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains normal retirement
age as established by the Committee at the time an Award is made.

     2.22 "Restricted  Stock" shall mean an Award granted to a Participant under
Article 8 of this Plan.

     2.23 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.24  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

                                       2
<PAGE>
     2.25   "Termination  of  Employment"   shall  mean  the  termination  of  a
Participant's  employment  with  the  Company  or a  Subsidiary.  A  Participant
employed  by a  Subsidiary  shall  also be  deemed  to  incur a  Termination  of
Employment if the Subsidiary  ceases to be a Subsidiary and the Participant does
not  immediately  thereafter  become  an  employee  of the  Company  or  another
Subsidiary.

                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee. The Plan shall be administered by a Committee designated
by the  Board  consisting  of not  less  than  two (2)  directors  who  shall be
appointed  from  time to time by the  Board,  each of whom  shall  qualify  as a
Nonemployee Director.

     3.2   Committee   Authority.   Subject  to  the   Company's   Articles   of
Incorporation,  Bylaws and the provisions of this Plan, the Committee shall have
full  authority to grant Awards to key employees of the Company or a Subsidiary.
Awards may be granted singly, in combination, or in tandem. The authority of the
Committee shall include the following:

          (a) To select the key employees of the Company or a Subsidiary to whom
     Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,   Restricted  Stock,  Performance  Shares  and  Other
     Stock-Based  Awards, or any combination thereof are to be granted under the
     Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions or waiver  thereof,  regarding any Award and the shares Common
     Stock  relating  thereto,  based on such  factors  as the  Committee  shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart  from  other cash  compensation  arrangement  made by Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise the administration of the Plan. A majority of the Committee
shall  constitute  a  quorum,  and the acts of a  majority  of a  quorum  at any
meeting,  or acts reduced to or approved in writing by a majority of the members
of the Committee,  shall be the valid acts of the Committee.  The interpretation
and  construction  by the  Committee of any  provisions of the Plan or any Award
granted  under the Plan shall be final and binding upon the  Company,  the Board
and Participants,  including their respective heirs,  executors and assigns.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with  respect to the Plan or an Award  granted
hereunder.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  13.1,  the maximum  aggregate
number of shares of Common  Stock which may be issued  under this Plan shall not
exceed 1,100,000  shares,  which may be either  unauthorized and unissued

                                       3
<PAGE>
Common Stock or issued Common Stock  reacquired by the Company ("Plan  Shares").
Determinations  as to the  number  of Plan  Shares  that  remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures as the Committee  shall  determine from time to time,  which shall be
consistent  with the  requirements  of Rule 16b-3 of the  Exchange  Act and such
interpretations  thereof.  If an  Award  expires  unexercised  or is  forfeited,
cancelled,  terminated or settled in cash in lieu of Common Stock, the shares of
Common  Stock that were  theretofore  subject (or  potentially  subject) to such
Award may again be made subject to an Award Agreement;  provided,  however, that
any such shares  subject to a forfeited  or  cancelled  Award shall not again be
made subject to an Award Agreement to any Participant who received,  directly or
indirectly,  any of the benefits of ownership of the securities  underlying such
Award, excluding the right to vote such shares.

                                    ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
such key employees of the Company or a Subsidiary as the Committee  shall select
from time to time. In making such  selections,  the Committee shall consider the
nature of the services  rendered by such employees,  their present and potential
contribution  to the  Company's  success  and  the  success  of  the  particular
Subsidiary or division of the Company by which they are employed, and such other
factors as the Committee in its discretion shall deem relevant. Participants may
hold more than one Award,  but only on the terms and subject to the restrictions
set forth in the Plan and their respective Award Agreements.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2  Grants.  The  Committee  shall  have  the  authority  to  grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  No term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority  granted  under the Plan be so exercised,  so as to disqualify  the
Plan under Section 422 of the Code, or, without the consent of the  Participants
affected,  to disqualify  any Incentive  Stock Option under such Section 422. An
Incentive Stock Option shall not be granted to an individual who, on the date of
grant,  owns stock  possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company.  The aggregate  Fair Market
Value,  determined  on the Award Date of the shares of Common Stock with respect
to which one or more Incentive  Stock Options (or other  incentive stock options
within the meaning of Section 422 of the Code,  under all other  option plans of
the Company) that are exercisable for the first time by a Participant during any
calendar year shall not exceed the $100,000 limitation imposed by Section 422(d)
of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements in such form as the Committee shall from time to time approve.
Each  Agreement  shall  comply  with and be subject to the  following  terms and
conditions:

          (a) Participant's Agreement. Each Participant shall agree to remain in
     the  continuous  employ of the Company for a period of at least twelve (12)
     months from the Award Date or until Retirement,  if Retirement occurs prior
     to twelve (12) months from the date of the Option. Such Agreement shall not
     impose upon the Company any  obligation  to retain the  Participant  in its
     employ for any period.

          (b)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date.

                                       4
<PAGE>
          (c)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Committee, but no Option which is designated as an ISO shall be exercisable
     more than ten (10) years after the date the ISO is granted,  provided  that
     the term of any  Incentive  Stock  Option  granted to an Insider  shall not
     exceed five (5) years.

          (d)  Exercisability.  Except as  provided in Section  13.2,  no Option
     shall be  exercisable  in  either  in whole or in part  prior to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions  (including
     but not  limited  to  vesting  provisions)  as shall be  determined  by the
     Committee and set forth in the Award Agreement.  If the Committee  provides
     that any Option is exercisable only in  installments,  the Committee may at
     any time waive such installment exercise  provisions,  in whole or in part,
     based on such factors as the Committee may determine.

          (e) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (d) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of  the  purchase   price  in  such  form  as  the  Committee  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined  by the  Committee  in its sole  discretion  at or after  grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and  clear of any  liens  and  encumbrances)  or  Restricted  Stock,  or by
     reduction in the number of shares  issuable  upon such exercise  based,  in
     each case, on the Fair Market Value of the Common Stock on the last trading
     date preceding  payment as determined by the Committee  (without  regard to
     any forfeiture  restrictions  applicable to Restricted Stock). No shares of
     stock shall be issued  until  payment has been made.  A  Participant  shall
     generally  have the rights to dividends  or other  rights of a  shareholder
     with  respect to shares  subject to the Option  when the person  exercising
     such option has given written notice of exercise,  has paid for such shares
     as  provided  herein,  and,  if  requested,  has given  the  representation
     described in Section 14.1 of the Plan.  Notwithstanding  the foregoing,  if
     payment in full or in part has been made in the form of  Restricted  Stock,
     an  equivalent  number of shares of Common  Stock issued on exercise of the
     Option shall be subject to the same restrictions and conditions, and during
     the  remainder of the  Restriction  Period [as defined in Section  8.3(a)],
     applicable to the shares of Restricted Stock surrendered therefor.

          (f)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Committee  may,  in  its  discretion,  authorize  all  or  a  portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt  of or  interest  in a  family  partnership  or  limited  liability
     company),  (ii) the stock option  agreement  pursuant to which such options
     are granted must be approved by the Committee,  and must expressly  provide
     for  transferability  in a manner consistent with this Section 6.4(f),  and
     (iii)  subsequent  transfers of  transferred  options  shall be  prohibited
     except those in accordance with Section  6.4(i).  Following  transfer,  any
     such options shall  continue to be subject to the same terms and conditions
     as were applicable immediately prior to transfer. The events of termination
     of service of Sections 6.4(g),  (h) and (i) hereof, and the tax withholding
     obligations  of Section  13.3 shall  continue to be applied with respect to
     the original optionee,  following which the options shall be exercisable by
     the Permitted  Transferee only to the extent, and for the periods specified
     in Sections  6(g),  (h),  and (i).  The Company  shall not be  obligated to
     notify  Permitted  Transferee(s)  of the  expiration or  termination of any
     option.  Further, all Options shall be exercisable during the Participant's
     lifetime only by such Participant and, in the case of a Nonqualified  Stock
     Option, by a Permitted Transferee.  The designation of a person entitled to
     exercise an Option after a person's death will not be deemed a transfer.

          (g)  Termination  of Employment  for Reasons other than  Disability or
     Death.  Upon Termination of Employment for any reason other than on account
     of Disability or death,  each Option held by the Participant  shall, to the
     extent rights to purchase shares under such Option have accrued at the date
     of such  Termination of Employment and shall not have been fully exercised,
     be  exercisable,  in whole or in part, at any time within a period of three
     (3) months following Termination of Employment,  subject, however, to prior
     expiration  of the term of such  Options and any other  limitations  on the
     exercise of such Options in effect at the date of

                                       5
<PAGE>
     exercise.  Whether an  authorized  leave of  absence or absence  because of
     military or governmental service shall constitute Termination of Employment
     for such purposes shall be determined by the Committee, which determination
     shall be final and conclusive.

          (h)  Termination of Employment  for  Disability.  Upon  Termination of
     Employment by reason of  Disability,  each Option held by such  Participant
     shall,  to the extent  rights to  purchase  shares  under the  Option  have
     accrued at the date of such  Retirement  or  Disability  and shall not have
     been fully exercised,  remain exercisable in whole or in part, for a period
     of one (1) year following such Termination of Employment, subject, however,
     to prior expiration according to its terms and other limitations imposed by
     the Plan. If the Participant dies after such Retirement or Disability,  the
     Participant's  Options  shall be  exercisable  in  accordance  with Section
     6.4(i) below.

          (i)  Termination  of  Employment  for  Death.   Upon   Termination  of
     Employment due to death,  each Option held by such Participant or Permitted
     Transferee shall, to the extent rights to purchase shares under the Options
     have accrued at the date of death and shall not have been fully  exercised,
     be exercisable,  in whole or in part, by the personal representative of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if the Participant dies
     while  employed by the Company or a Subsidiary,  at any time within one (1)
     year after his or her death,  or (ii) if the  Participant  dies  during the
     extended exercise period following  Termination of Employment  specified in
     Section  6.4(h),  at any time within the longer of such extended  period or
     three (3) months after death,  subject,  however, in any case, to the prior
     expiration  of the  term of the  Option  and any  other  limitation  on the
     exercise of such Option in effect at the date of exercise.

          (j)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(g),  (h) or (i)
     is applicable shall terminate upon expiration of such exercise period.

          (k) Purchase and Settlement Provisions.  The Committee may at any time
     offer to purchase  an Option  previously  granted,  based on such terms and
     conditions  as  the  Committee  shall  establish  and  communicate  to  the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide, the Committee may require that all or part of the shares of Common
     Stock to be issued with respect to the exercise of an Option,  in an amount
     not greater  than the Fair Market  Value of the shares that is in excess of
     the  aggregate  Option  Price,  take  the  form of  Performance  Shares  or
     Restricted  Stock,  which  shall be valued on the date of  exercise  on the
     basis of the Fair Market  Value of such  Performance  Shares or  Restricted
     Stock  determined  without  regard  to  the  deferral   limitations  and/or
     forfeiture restrictions involved.

     6.5  Reload  Options.  Without in any way  limiting  the  authority  of the
Committee to make grants  hereunder,  and in order to induce employees to retain
ownership of shares of Common Stock, the Committee shall have the authority (but
not an obligation) to include within any Award  Agreement a provision  entitling
the  Participant  to a  further  Option  (a  "Reload  Option")  in the event the
Participant  exercises the Option evidenced by the Award Agreement,  in whole or
in  part,  by  surrendering  shares  of  Common  Stock  previously  owned by the
Participant,  in accordance  with this Plan and the terms and  conditions of the
Award  Agreement.  A Reload  Option shall  entitle a  Participant  to purchase a
number of shares of Common Stock equal to the number of such shares so delivered
upon exercise of the original  Option and, in the  discretion of the  Committee,
the number of shares, if any, tendered to the Company to satisfy any withholding
tax liability  arising in connection with the exercise of the original Option. A
Reload  Option  shall:  (a) have an Option  Price of not less  than one  hundred
percent  (100%) of the per share Fair  Market  Value of the Common  Stock on the
date of grant  of such  Reload  Option;  (b)  have a term  not  longer  than the
remaining  term of the  original  Option at the time of  exercise  thereof;  (c)
become  exercisable  in the event  the  shares  acquired  upon  exercise  of the
original  Option  are held  for a  minimum  period  of time  established  by the
Committee;  and (d) be  subject  to  such  other  terms  and  conditions  as the
Committee may determine.

                                       6
<PAGE>
                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of  SARs.   The  Committee  may  approve  the  grant  of  Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered,  then cease to be  exercisable.  A SAR  granted  hereunder  will be
exercisable at such time or times,  and only to the extent that a related Option
is  exercisable,  and will not be  transferable  except to the extent  that such
related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                    ARTICLE 8
                                RESTRICTED STOCK

     8.1 Awards of Restricted  Stock.  Shares of Restricted  Stock may be issued
either  alone or in  addition  to other  Awards  granted  under  the  Plan.  The
Committee shall determine the eligible persons to whom, and the time or times at
which,  grants of  Restricted  Stock  will be made,  the  number of shares to be
awarded,  the  price (if any) to be paid by the  Participant,  the time or times
within which such Awards may be subject to forfeiture,  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
Awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
achievement  of specific  business  objectives,  measurements  of  individual or
business  unit or Company  performances,  or such other factors as the Committee
may determine.  The  provisions of Restricted  Stock awards need not be the same
with respect to each  Participant,  and such Awards to  individual  Participants
need not be the same in subsequent years.

     8.2 Awards and Certificates.  A prospective Participant selected to receive
a Restricted Stock shall not have any rights with respect to such Award,  unless
and until such Participant has executed an Award Agreement  evidencing the Award
and  has  delivered  a fully  executed  copy  thereof  to the  Company,  and has
otherwise  complied  with the  applicable  terms and  conditions  of such Award.
Further, such Award shall be subject to the following conditions:

          (a) Acceptance.  Awards of Restricted  Stock must be accepted within a
     period of 20 days (or such shorter  period as the  Committee may specify at
     grant) after the Award Date, by executing an Award  Agreement and by paying
     whatever  price (if any) the  Committee has  designated  for such shares of
     Restricted Stock.

          (b) Legend. Each Participant  receiving a Restricted Stock Award shall
     be issued a stock  certificate  in  respect  of such  shares of  Restricted
     Stock.   Such  certificate   shall  be  registered  in  the  name  of  such
     Participant,  and shall bear an appropriate  legend referring to the terms,
     conditions, and restrictions applicable to such Award, substantially in the
     following form:

          "The  transferability of this certificate and the shares of stock
          represented  hereby  are  subject  to the  terms  and  conditions
          (including  forfeiture) of the Universal  Forest  Products,  Inc.
          Long-Term  Stock  Incentive  Plan  and  related  Award  Agreement
          entered into between the registered owner and the Company,  dated
          _____________.  Copies of such Plan and  Agreement are on file in
          the  offices of the  Company,  2801 East  Beltline,  N.E.,  Grand
          Rapids, Michigan 49505."

          (c) Custody.  The  Committee  may require that the stock  certificates
     evidencing  such  shares  be held  in  custody  by the  Company  until  the
     restrictions  thereon  shall have lapsed,  and that,  as a condition of any

                                      7
<PAGE>
     award of Restricted  Stock,  the  Participant  shall have  delivered a duly
     signed stock power, endorsed in blank, relating to the Common Stock covered
     by such Award.

     8.3  Restrictions  and Conditions.  The shares of Restricted  Stock awarded
pursuant  to this  Plan  shall be  subject  to the  following  restrictions  and
conditions:

          (a) Restriction Period. Subject to the provisions of this Plan and the
     Award Agreement,  during a period set by the Committee  commencing with the
     Award  Date and  expiring  not less than  twelve  (12)  consecutive  months
     thereafter  (the  "Restriction  Period"),  the  Participant  shall  not  be
     permitted to sell,  transfer,  pledge, or assign shares of Restricted Stock
     awarded under this Plan.  Subject to these limits,  the  Committee,  in its
     sole  discretion,  may  provide  for  the  lapse  of such  restrictions  in
     installments  and may accelerate or waive such  restrictions in whole or in
     part, based on service,  performance  and/or such other factors or criteria
     as the Committee may determine.

          (b) Rights as  Shareholder.  Except as provided in this subsection (b)
     and subsection (a) above,  the Participant  shall have, with respect to the
     shares  of  Restricted  Stock,  all of the  rights of a holder of shares of
     Common Stock of the Company  including the right to receive any  dividends.
     The Committee, in its sole discretion,  as determined at the time of Award,
     may permit or require  the  payment of  dividends  to be  deferred.  If any
     dividends or other  distributions  are paid in shares of Common Stock, such
     shares shall be subject to the same  restrictions  on  transferability  and
     forfeitability as the shares of Restricted Stock with respect to which they
     were paid.

          (c) Termination of Employment. Subject to the applicable provisions of
     the Award Agreement and this Article 8, upon  Termination of Employment for
     any reason  during the  Restriction  Period,  all  Restricted  Shares still
     subject to  restriction  will vest or be forfeited in  accordance  with the
     terms and conditions established by the Committee as specified in the Award
     Agreement.

          (d) Lapse of Restrictions.  If and when the Restriction Period expires
     without a prior  forfeiture of the Restricted  Stock,  the certificates for
     such shares shall be delivered to the Participant.

                                    ARTICLE 9
                               PERFORMANCE SHARES

     9.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other  Awards  granted  under this Plan.  The  Committee
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  9.2,  as  specified  in the  Award  Agreement.  The
Committee may condition the grant of Performance  Shares upon the achievement of
specific  business  objectives,  measurements  of individual or business unit or
Company  performance,  or such other factors or criteria as the Committee  shall
determine.  The  provisions of the award of  Performance  Shares need not be the
same  with  respect  to  each   Participant,   and  such  Awards  to  individual
Participants need not be the same in subsequent years.

     9.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 9 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an equivalent value (as the Committee may determine in its sole discretion)
     shall be delivered to the Participant,  or his legal  representative,  in a
     number equal to the shares covered by the Award Agreement.

                                       8
<PAGE>
          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement and this Article 9, upon Termination of Employment for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Committee at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other  factors or criteria as the  Committee may determine and set forth in
     the Award Agreement,  the Committee may, at or after grant,  accelerate the
     vesting of all or any part of any award of Performance  Shares and/or waive
     the deferral limitations for all or any part of such Award.

                                   ARTICLE 10
                            OTHER STOCK-BASED AWARDS

     10.1 Other  Awards.  Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs,  Restricted  Stock or  Performance
Shares.  Subject  to the  provisions  of this  Plan,  the  Committee  shall have
authority to  determine  the persons to whom and the time or times at which such
Awards  shall be made,  the  number  of shares  of  Common  Stock to be  awarded
pursuant to such awards,  and all other conditions of the Awards.  The Committee
may also  provide  for the grant of Common  Stock  under  such  Awards  upon the
completion  of  a  specified   performance   period.  The  provisions  of  Other
Stock-Based  Awards need not be the same with  respect to each  Participant  and
such Awards to individual Participants need not be the same in subsequent years.

     10.2 Terms and Conditions.  Other Stock-Based  Awards made pursuant to this
Article 10 shall be set forth in an Award  Agreement and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 10 may not be sold,  assigned,  transferred,  pledged, or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement,  the  recipient  of an  Award  under  this  Article  10 shall be
     entitled to receive,  currently or on a deferred stock basis,  dividends or
     other  distributions  with  respect to the number of shares of Common Stock
     covered by the Award.

          (c)  Vesting.  Any Award  under this  Article 10 and any Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award  Agreement,  as determined by the  Committee,  in its
     sole discretion.

          (d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Committee may, in its sole discretion, waive in whole or in part any or all
     of the limitations imposed hereunder (if any) with respect to any or all of
     an Award under this Article 10.

          (e) Price.  Common  Stock  issued or sold under this Article 10 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Committee shall determine and specify in the Award Agreement.

                                       9
<PAGE>
                                   ARTICLE 11
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Section
13.1);  or (ii) decrease the option price of any Option to less than one hundred
percent  (100%) of the Fair  Market  Value on the date of grant  for an  Option.
Awards may not be granted under the Plan after the Termination  Date, but Awards
granted prior to such date shall remain in effect or become exercisable pursuant
to their respective terms and the terms of this Plan.

                                   ARTICLE 12
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 13
                              ADJUSTMENT PROVISIONS

     13.1  Antidilution.  Subject to the  provisions  of this Article 13, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     13.2 Change in Control.  Notwithstanding  Section 13.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or more corporations as a result of which the Company is
not the surviving corporation,  or upon the sale of all or substantially all the
assets of the Company,  all Awards then outstanding under the Plan will be fully
vested and exercisable  and all  restrictions  will  immediately  cease,  unless
provisions are made in connection  with such  transaction for the continuance of
the Plan and the assumption of or the substitution for such Awards of new Awards
covering  the  stock  of  a  successor  employer  corporation,  or a  parent  or
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and prices.

     13.3 Adjustments by Committee.  Any adjustments pursuant to this Article 13
will be made by the Committee,  whose  determination as to what adjustments will
be made and the  extent  thereof  will be final,  binding,  and  conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                   ARTICLE 14
                               GENERAL PROVISIONS

     14.1  Legend.  The  Committee  may require  each person  purchasing  shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

                                       10
<PAGE>
     All  certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities and Exchange  Commission,  any stock exchange upon which the Stock is
then listed,  any applicable Federal or state securities law, and any applicable
corporate  law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     14.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall there be a
limitation in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.

     14.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.  Unless  otherwise  prohibited by the Committee,
each  Participant may satisfy any such  withholding tax obligation by any of the
following means or by a combination of such means: (a) tendering a cash payment;
(b)  authorizing the Company to withhold from the shares  otherwise  issuable to
the  Participant  a number of shares  having a Fair Market  Value as of the "Tax
Date",  less than or equal to the amount of the withholding  tax obligation;  or
(c)  delivering  to the Company  unencumbered  shares  owned by the  Participant
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     14.4 No Assignment of Benefits.  No Option,  Award or other benefit payable
under this Plan shall, except as otherwise  specifically  transfer,  provided by
law, be subject in any manner to  anticipation,  alienation,  attachment,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge,  and  any  attempt  to
anticipate,  alienate,  attach,  sell,  transfer,  assign,  pledge,  encumber or
charge,  any such benefits  shall be void, and any such benefit shall not in any
manner  be  liable  for  or  subject  to  the  debts,  contracts,   liabilities,
engagements  or torts of any person who shall be entitled to such  benefit,  nor
shall it be subject to attachment or legal process for or against such person.

     14.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Michigan.

     14.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     14.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.

                                       11
<PAGE>
                                   EXHIBIT 4.2

                         UNIVERSAL FOREST PRODUCTS, INC.
                       1999 LONG TERM STOCK INCENTIVE PLAN

                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1 Establishment of the Plan.  Universal Forest Product,  Inc., a Michigan
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the  "Universal  Forest  Products,  Inc.  1999  Long  Term  Stock
Incentive  Plan" (the "Plan"),  as set forth in this document.  The Plan permits
the granting of stock options, stock appreciation rights,  restricted stock, and
other  stock-based  awards to key employees of the Company and its Subsidiaries.
Upon approval by the Board of Directors of the Company,  subject to ratification
by the  affirmative  vote of holders of a  majority  of shares of the  Company's
Common  Stock  present  and  entitled  to vote at the  1999  Annual  Meeting  of
Shareholders,  the Plan  shall  become  effective  as of  April  28,  1999  (the
"Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  shareholders,
through  stock-based  compensation,  by aligning the  personal  interests of the
Company's  key  employees  with  those  of its  shareholders.  The  Plan is also
designed to allow key employees to participate in the Company's  future, as well
as to enable the Company to attract,  retain and award such employees.  The Plan
supersedes and replaces the Company's Long Term Inventive  Plan,  adopted by the
Company's shareholders in 1997.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights and Reload Options may be effected pursuant to the terms
of Awards granted prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights,  Restricted Stock,  Performance Shares or Other Stock-Based
Award.

     2.2 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award,  as  established  by the  Committee and shall be subject to the terms and
conditions of the Plan.

     2.3 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

     2.4 "Board" shall mean the Board of Directors of the Company.

     2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.6  "Committee"  shall  mean the  Committee,  as  specified  in Article 3,
appointed by the Board to administer the Plan.

     2.7 "Common Stock" shall mean the Common Stock of the Company.

     2.8  "Disability"  shall mean permanent and total  disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.

     2.9 "Fair  Market  Value"  shall be the mean between the highest and lowest
sales  prices  per  share of the  Common  Stock  for such  date on the  National
Association of Securities Dealers Automated Quotation System or any
<PAGE>
successor system then in use ("NASDAQ"). If no sale of shares of Common Stock is
reflected on the NASDAQ on a date,  "Fair Market  Value" shall be  determined on
the next  preceding  day on which  there was a sale of  shares  of Common  Stock
reflected on NASDAQ.

     2.10  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.11 "Insider" shall mean an employee who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of Common Stock.

     2.12  "Nonemployee  Director"  shall  have the  meaning  set  forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor definition adopted by the SEC.

     2.13 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.14 "Option" means an Incentive Stock Option, a Nonqualified Stock Option,
or a Reload Option.

     2.15  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.16 "Other Stock-Based Award" shall mean an Award under Article 10 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.17  "Participant"  shall mean an employee of the Company or a  Subsidiary
who holds an outstanding Award granted under the Plan.

     2.18  "Performance  Shares"  shall mean an Award granted under Article 9 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.19 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.20  "Reload  Option"  shall  mean an  Option  that is  awarded  under the
conditions of Section 6.5 of the Plan.

     2.21 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains normal retirement
age as established by the Committee at the time an Award is made.

     2.22 "Restricted  Stock" shall mean an Award granted to a Participant under
Article 8 of this Plan.

     2.23 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.24  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

     2.25   "Termination  of  Employment"   shall  mean  the  termination  of  a
Participant's  employment  with  the  Company  or a  Subsidiary.  A  Participant
employed  by a  Subsidiary  shall  also be  deemed  to  incur a  Termination  of

                                       2
<PAGE>
Employment if the Subsidiary  ceases to be a Subsidiary and the Participant does
not  immediately  thereafter  become  an  employee  of the  Company  or  another
Subsidiary.

                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee. The Plan shall be administered by a Committee designated
by the  Board  consisting  of not  less  than  two (2)  directors  who  shall be
appointed  from  time to time by the  Board,  each of whom  shall  qualify  as a
Nonemployee Director.

     3.2   Committee   Authority.   Subject  to  the   Company's   Articles   of
Incorporation,  Bylaws and the provisions of this Plan, the Committee shall have
full  authority to grant Awards to key employees of the Company or a Subsidiary.
Awards may be granted singly, in combination, or in tandem. The authority of the
Committee shall include the following:

          (a) To select the key employees of the Company or a Subsidiary to whom
     Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,   Restricted  Stock,  Performance  Shares  and  Other
     Stock-Based  Awards, or any combination thereof are to be granted under the
     Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions  or waiver  thereof,  regarding  any  Award and the  shares of
     Common Stock relating thereto, based on such factors as the Committee shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart from other cash compensation  arrangement made by the Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise the administration of the Plan. A majority of the Committee
shall  constitute  a  quorum,  and the acts of a  majority  of a  quorum  at any
meeting,  or acts reduced to or approved in writing by a majority of the members
of the Committee,  shall be the valid acts of the Committee.  The interpretation
and  construction  by the  Committee of any  provisions of the Plan or any Award
granted  under the Plan shall be final and binding upon the  Company,  the Board
and Participants,  including their respective heirs,  executors and assigns.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with  respect to the Plan or an Award  granted
hereunder.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  13.1,  the maximum  aggregate
number of shares of Common Stock which may be issued under this Plan,  which may
be  either  unauthorized  and  unissued  Common  Stock or  issued  Common  Stock
reacquired by the Company ("Plan Shares"), shall be:

                                       3
<PAGE>
          (a) 1,000,000 Shares; plus

          (b) shares  approved  but not covered by options or other stock rights
     granted under the 1997 Long Term Incentive Plan.

          (c) an annual  increase in the number of Shares  determined  and to be
     effective on the date of each annual meeting of the Company's  shareholders
     (commencing with the annual meeting in the year 2000),  equal to the lesser
     of (i)  200,000  Shares,  (ii)  one  percent  (1.0%)  of the sum of (1) the
     outstanding  Shares,  plus (2) the number of Shares  subject to outstanding
     options  issues under the Plan on such date, or (iii) such number of Shares
     as determined by the Board.

     Determinations  as to the number of Plan Shares that remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures  as the  Committee  shall  determine  from time to time.  If an Award
expires unexercised or is forfeited,  canceled, terminated or settled in cash in
lieu of Common Stock, the shares of Common Stock that were  theretofore  subject
(or  potentially  subject)  to such Award may again be made  subject to an Award
Agreement. In addition,  Shares from the following sources shall be added to the
number of Plan Shares  available for issuance  under the Plan: (1) any Shares of
the  Company's  Common Stock  surrendered  in payment of the  exercise  price of
Options or to pay the tax withholding  obligations incurred upon the exercise of
Options;  and (2) Options  withheld to pay the exercise price or tax withholding
obligations incurred upon the exercise of Options.

                                    ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
such key employees of the Company or a Subsidiary as the Committee  shall select
from time to time. In making such  selections,  the Committee shall consider the
nature of the services  rendered by such employees,  their present and potential
contribution  to the  Company's  success  and  the  success  of  the  particular
Subsidiary or division of the Company by which they are employed, and such other
factors as the Committee in its discretion shall deem relevant. Participants may
hold more than one Award,  but only on the terms and subject to the restrictions
set forth in the Plan and their respective Award Agreements.  No participant may
receive  Awards under the Plan covering more than  twenty-five  percent (25%) of
Plan Shares.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2  Grants.  The  Committee  shall  have  the  authority  to  grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  No term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority  granted  under the Plan be so exercised,  so as to disqualify  the
Plan under Section 422 of the Code, or, without the consent of the  Participants
affected,  to disqualify any Incentive  Stock Option under such Section 422. The
aggregate  Fair  Market  Value,  determined  on the Award  Date of the shares of
Common Stock with respect to which one or more Incentive Stock Options (or other
incentive stock options within the meaning of Section 422 of the Code, under all
other option plans of the Company) that are  exercisable for the first time by a
Participant  during any calendar  year shall not exceed the $100,000  limitation
imposed by Section 422(d) of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements in such form as the Committee shall from time to time approve.
Each  Agreement  shall  comply  with and be subject to the  following  terms and
conditions:

                                       4
<PAGE>
          (a) Participant's Agreement. Each Participant shall agree to remain in
     the  continuous  employ of the Company for a period of at least twelve (12)
     months from the Award Date or until Retirement,  if Retirement occurs prior
     to twelve (12) months from the date of the Option. Such Agreement shall not
     impose upon the Company any  obligation  to retain the  Participant  in its
     employ for any period.

          (b)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date,  provided that the
     Option Price per share of Common Stock subject to an Incentive Stock Option
     granted to an Insider  shall be no less than 110 percent of the Fair Market
     Value of the shares of Common Stock on the Award Date.

          (c)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Committee, but no Option which is designated as an ISO shall be exercisable
     more than ten (10) years after the date the ISO is granted,  provided  that
     the term of any  Incentive  Stock  Option  granted to an Insider  shall not
     exceed five (5) years.

          (d)  Exercisability.  Except as  provided in Section  13.2,  no Option
     shall  be  exercisable  either  in  whole  or in part  prior  to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions  (including
     but not  limited  to  vesting  provisions)  as shall be  determined  by the
     Committee and set forth in the Award Agreement.  If the Committee  provides
     that any Option is exercisable only in  installments,  the Committee may at
     any time waive such installment exercise  provisions,  in whole or in part,
     based on such factors as the Committee may determine.

          (e) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (d) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of  the  purchase   price  in  such  form  as  the  Committee  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined  by the  Committee  in its sole  discretion  at or after  grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and clear of any liens and  encumbrances  and with respect to any shares of
     Common Stock acquired upon the exercise of an Option,  has been held by the
     Optionee for a period of at least six (6) consecutive months) or Restricted
     Stock,  or by reduction in the number of shares issuable upon such exercise
     based,  in each case,  on the Fair Market  Value of the Common Stock on the
     last trading date preceding payment as determined by the Committee (without
     regard to any forfeiture  restrictions  applicable to Restricted Stock). No
     shares of stock shall be issued until  payment has been made. A Participant
     shall  generally  have  the  rights  to  dividends  or  other  rights  of a
     shareholder  with  respect to shares  subject to the Option when the person
     exercising  such option has given written notice of exercise,  has paid for
     such  shares  as  provided  herein,  and,  if  requested,   has  given  the
     representation  described in Section 14.1 of the Plan.  Notwithstanding the
     foregoing,  if  payment  in full or in part  has  been  made in the form of
     Restricted  Stock, an equivalent number of shares of Common Stock issued on
     exercise  of the  Option  shall be  subject  to the same  restrictions  and
     conditions,  and during the remainder of the Restriction Period [as defined
     in  Section   8.3(a)],   applicable  to  the  shares  of  Restricted  Stock
     surrendered therefor.

          (f)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Committee  may,  in  its  discretion,  authorize  all  or  a  portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt  of or  interest  in a  family  partnership  or  limited  liability
     company),  (ii) the stock option  agreement  pursuant to which such options
     are granted must be approved by the Committee,  and must expressly  provide
     for  transferability  in a manner consistent with this Section 6.4(f),  and
     (iii)  subsequent  transfers of  transferred  options  shall be  prohibited
     except those in accordance with Section  6.4(i).  Following  transfer,  any
     such options shall  continue to be subject to the same terms and conditions
     as were applicable immediately prior to transfer. The events of termination
     of service of Sections 6.4(g),  (h) and (i) hereof, and the tax withholding
     obligations of Section 13.3 shall continue

                                       5
<PAGE>
     to be applied with respect to the original  optionee,  following  which the
     options  shall  be  exercisable  by the  Permitted  Transferee  only to the
     extent,  and for the periods  specified in Sections 6(g), (h), and (i). The
     Company  shall not be obligated to notify  Permitted  Transferee(s)  of the
     expiration  or  termination  of any option.  Further,  all Options shall be
     exercisable during the Participant's lifetime only by such Participant and,
     in the case of a Nonqualified Stock Option, by a Permitted Transferee.  The
     designation  of a person  entitled to  exercise an Option  after a person's
     death will not be deemed a transfer.

          (g)  Termination  of Employment  for Reasons other than  Disability or
     Death.  Upon Termination of Employment for any reason other than on account
     of Disability or death,  each Option held by the Participant  shall, to the
     extent rights to purchase shares under such Option have accrued at the date
     of such  Termination of Employment and shall not have been fully exercised,
     be  exercisable,  in whole or in part, at any time within a period of three
     (3) months following Termination of Employment,  subject, however, to prior
     expiration  of the term of such  Options and any other  limitations  on the
     exercise  of such  Options  in effect at the date of  exercise.  Whether an
     authorized  leave of absence or absence because of military or governmental
     service shall constitute  Termination of Employment for such purposes shall
     be  determined by the  Committee,  which  determination  shall be final and
     conclusive.

          (h)  Termination of Employment  for  Disability.  Upon  Termination of
     Employment by reason of  Disability,  each Option held by such  Participant
     shall,  to the extent  rights to  purchase  shares  under the  Option  have
     accrued at the date of such  Retirement  or  Disability  and shall not have
     been fully exercised,  remain exercisable in whole or in part, for a period
     of one (1) year following such Termination of Employment, subject, however,
     to prior expiration according to its terms and other limitations imposed by
     the Plan. If the Participant dies after such Retirement or Disability,  the
     Participant's  Options  shall be  exercisable  in  accordance  with Section
     6.4(i) below.

          (i)  Termination  of  Employment  for  Death.   Upon   Termination  of
     Employment due to death,  each Option held by such Participant or Permitted
     Transferee shall, to the extent rights to purchase shares under the Options
     have accrued at the date of death and shall not have been fully  exercised,
     be exercisable,  in whole or in part, by the personal representative of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if the Participant dies
     while  employed by the Company or a Subsidiary,  at any time within one (1)
     year after his or her death,  or (ii) if the  Participant  dies  during the
     extended exercise period following  Termination of Employment  specified in
     Section  6.4(h),  at any time within the longer of such extended  period or
     three (3) months after death,  subject,  however, in any case, to the prior
     expiration  of the  term of the  Option  and any  other  limitation  on the
     exercise of such Option in effect at the date of exercise.

          (j)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(g),  (h) or (i)
     is applicable shall terminate upon expiration of such exercise period.

          (k) Purchase and Settlement Provisions.  The Committee may at any time
     offer to purchase  an Option  previously  granted,  based on such terms and
     conditions  as  the  Committee  shall  establish  and  communicate  to  the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide, the Committee may require that all or part of the shares of Common
     Stock to be issued with respect to the exercise of an Option,  in an amount
     not greater  than the Fair Market  Value of the shares that is in excess of
     the  aggregate  Option  Price,  take  the  form of  Performance  Shares  or
     Restricted  Stock,  which  shall be valued on the date of  exercise  on the
     basis of the Fair Market  Value of such  Performance  Shares or  Restricted
     Stock  determined  without  regard  to  the  deferral   limitations  and/or
     forfeiture restrictions involved.

     6.5  Reload  Options.  Without in any way  limiting  the  authority  of the
Committee to make grants  hereunder,  and in order to induce employees to retain
ownership of shares of Common Stock, the Committee shall have the authority (but
not an obligation) to include within any Award  Agreement a provision  entitling
the  Participant  to a  further  Option  (a  "Reload  Option")  in the event the
Participant  exercises the Option evidenced by the Award Agreement,  in whole or

                                       6
<PAGE>
in  part,  by  surrendering  shares  of  Common  Stock  previously  owned by the
Participant,  in accordance  with this Plan and the terms and  conditions of the
Award  Agreement.  A Reload  Option shall  entitle a  Participant  to purchase a
number of shares of Common Stock equal to the number of such shares so delivered
upon exercise of the original  Option and, in the  discretion of the  Committee,
the number of shares, if any, tendered to the Company to satisfy any withholding
tax liability  arising in connection with the exercise of the original Option. A
Reload  Option  shall:  (a) have an Option  Price of not less  than one  hundred
percent  (100%) of the per share Fair  Market  Value of the Common  Stock on the
date of grant  of such  Reload  Option;  (b)  have a term  not  longer  than the
remaining  term of the  original  Option at the time of  exercise  thereof;  (c)
become  exercisable  in the event  the  shares  acquired  upon  exercise  of the
original  Option  are held  for a  minimum  period  of time  established  by the
Committee;  and (d) be  subject  to  such  other  terms  and  conditions  as the
Committee may determine.

                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of  SARs.   The  Committee  may  approve  the  grant  of  Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered,  then cease to be  exercisable.  A SAR  granted  hereunder  will be
exercisable at such time or times,  and only to the extent that a related Option
is  exercisable,  and will not be  transferable  except to the extent  that such
related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                    ARTICLE 8
                                RESTRICTED STOCK

     8.1 Awards of Restricted  Stock.  Shares of Restricted  Stock may be issued
either  alone or in  addition  to other  Awards  granted  under  the  Plan.  The
Committee shall determine the eligible persons to whom, and the time or times at
which,  grants of  Restricted  Stock  will be made,  the  number of shares to be
awarded,  the  price (if any) to be paid by the  Participant,  the time or times
within which such Awards may be subject to forfeiture,  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
Awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
achievement  of specific  business  objectives,  measurements  of  individual or
business  unit or Company  performances,  or such other factors as the Committee
may determine.  The  provisions of Restricted  Stock awards need not be the same
with respect to each  Participant,  and such Awards to  individual  Participants
need not be the same in subsequent years.

     8.2 Awards and Certificates.  A prospective Participant selected to receive
a Restricted Stock shall not have any rights with respect to such Award,  unless
and until such Participant has executed an Award Agreement  evidencing the Award
and  has  delivered  a fully  executed  copy  thereof  to the  Company,  and has
otherwise  complied  with the  applicable  terms and  conditions  of such Award.
Further, such Award shall be subject to the following conditions:

          (a) Acceptance.  Awards of Restricted  Stock must be accepted within a
     period of 20 days (or such shorter  period as the  Committee may specify at
     grant) after the Award Date, by executing an Award  Agreement and by paying
     whatever  price (if any) the  Committee has  designated  for such shares of
     Restricted Stock.

          (b) Legend. Each Participant  receiving a Restricted Stock Award shall
     be issued a stock  certificate  in  respect  of such  shares of  Restricted
     Stock.   Such  certificate   shall  be  registered  in  the  name  of  such
     Participant,  and shall bear an appropriate  legend referring to the terms,
     conditions, and restrictions applicable to such Award, substantially in the
     following form:

                                       7
<PAGE>
               "The  transferability  of this certificate and the shares of
               stock  represented  hereby  are  subject  to the  terms  and
               conditions  (including  forfeiture) of the Universal  Forest
               Products,  Inc. Long Term Stock  Incentive  Plan and related
               Award  Agreement  entered into between the registered  owner
               and the Company,  dated  _____________.  Copies of such Plan
               and  Agreement  are on file in the  offices of the  Company,
               2801 East Beltline NE, Grand Rapids, Michigan 49525."

          (c) Custody.  The  Committee  may require that the stock  certificates
     evidencing  such  shares  be held  in  custody  by the  Company  until  the
     restrictions  thereon  shall have lapsed,  and that,  as a condition of any
     award of Restricted  Stock,  the  Participant  shall have  delivered a duly
     signed stock power, endorsed in blank, relating to the Common Stock covered
     by such Award.

     8.3  Restrictions  and Conditions.  The shares of Restricted  Stock awarded
pursuant  to this  Plan  shall be  subject  to the  following  restrictions  and
conditions:

          (a) Restriction Period. Subject to the provisions of this Plan and the
     Award Agreement,  during a period set by the Committee  commencing with the
     Award  Date and  expiring  not less than  twelve  (12)  consecutive  months
     thereafter  (the  "Restriction  Period"),  the  Participant  shall  not  be
     permitted to sell,  transfer,  pledge, or assign shares of Restricted Stock
     awarded under this Plan.  Subject to these limits,  the  Committee,  in its
     sole  discretion,  may  provide  for  the  lapse  of such  restrictions  in
     installments  and may accelerate or waive such  restrictions in whole or in
     part, based on service,  performance  and/or such other factors or criteria
     as the Committee may determine.

          (b) Rights as  Shareholder.  Except as provided in this subsection (b)
     and subsection (a) above,  the Participant  shall have, with respect to the
     shares  of  Restricted  Stock,  all of the  rights of a holder of shares of
     Common Stock of the Company  including the right to receive any  dividends.
     The Committee, in its sole discretion,  as determined at the time of Award,
     may permit or require  the  payment of  dividends  to be  deferred.  If any
     dividends or other  distributions  are paid in shares of Common Stock, such
     shares shall be subject to the same  restrictions  on  transferability  and
     forfeitability as the shares of Restricted Stock with respect to which they
     were paid.

          (c) Termination of Employment. Subject to the applicable provisions of
     the Award Agreement and this Article 8, upon  Termination of Employment for
     any reason  during the  Restriction  Period,  all  Restricted  Shares still
     subject to  restriction  will vest or be forfeited in  accordance  with the
     terms and conditions established by the Committee as specified in the Award
     Agreement.

          (d) Lapse of Restrictions.  If and when the Restriction Period expires
     without a prior  forfeiture of the Restricted  Stock,  the certificates for
     such shares shall be delivered to the Participant.

                                    ARTICLE 9
                               PERFORMANCE SHARES

     9.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other  Awards  granted  under this Plan.  The  Committee
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  9.2,  as  specified  in the  Award  Agreement.  The
Committee may condition the grant of Performance  Shares upon the achievement of
specific  business  objectives,  measurements  of individual or business unit or
Company  performance,  or such other factors or criteria as the Committee  shall
determine.  The  provisions of the award of  Performance  Shares need not be the
same  with  respect  to  each   Participant,   and  such  Awards  to  individual
Participants need not be the same in subsequent years.

                                       8
<PAGE>
     9.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 9 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an equivalent value (as the Committee may determine in its sole discretion)
     shall be delivered to the Participant,  or his legal  representative,  in a
     number equal to the shares covered by the Award Agreement.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement and this Article 9, upon Termination of Employment for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Committee at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other  factors or criteria as the  Committee may determine and set forth in
     the Award Agreement,  the Committee may, at or after grant,  accelerate the
     vesting of all or any part of any award of Performance  Shares and/or waive
     the deferral limitations for all or any part of such Award.

                                   ARTICLE 10
                            OTHER STOCK-BASED AWARDS

     10.1 Other  Awards.  Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs,  Restricted  Stock or  Performance
Shares.  Subject  to the  provisions  of this  Plan,  the  Committee  shall have
authority to  determine  the persons to whom and the time or times at which such
Awards  shall be made,  the  number  of shares  of  Common  Stock to be  awarded
pursuant to such awards,  and all other conditions of the Awards.  The Committee
may also  provide  for the grant of Common  Stock  under  such  Awards  upon the
completion  of  a  specified   performance   period.  The  provisions  of  Other
Stock-Based  Awards need not be the same with  respect to each  Participant  and
such Awards to individual Participants need not be the same in subsequent years.

     10.2 Terms and Conditions.  Other Stock-Based  Awards made pursuant to this
Article 10 shall be set forth in an Award  Agreement and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 10 may not be sold,  assigned,  transferred,  pledged, or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement,  the  recipient  of an  Award  under  this  Article  10 shall be
     entitled to receive,  currently or on a deferred stock basis,  dividends or
     other  distributions  with  respect to the number of shares of Common Stock
     covered by the Award.

          (c)  Vesting.  Any Award  under this  Article 10 and any Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award  Agreement,  as determined by the  Committee,  in its
     sole discretion.

                                       9
<PAGE>
          (d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Committee may, in its sole discretion, waive in whole or in part any or all
     of the limitations imposed hereunder (if any) with respect to any or all of
     an Award under this Article 10.

          (e) Price.  Common  Stock  issued or sold under this Article 10 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Committee shall determine and specify in the Award Agreement.

                                   ARTICLE 11
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Article
4 or by Section  13.1);  or (ii) decrease the option price of any Option to less
than one hundred  percent  (100%) of the Fair Market  Value on the date of grant
for an Option.  Awards may not be granted  under the Plan after the  Termination
Date,  but Awards  granted  prior to such date shall  remain in effect or become
exercisable pursuant to their respective terms and the terms of this Plan.

                                   ARTICLE 12
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 13
                              ADJUSTMENT PROVISIONS

     13.1  Antidilution.  Subject to the  provisions  of this Article 13, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     13.2 Change in Control.  Notwithstanding  Section 13.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or more corporations as a result of which the Company is
not the surviving corporation,  or upon the sale of all or substantially all the
assets of the Company,  all Awards then outstanding under the Plan will be fully
vested and exercisable  and all  restrictions  will  immediately  cease,  unless
provisions are made in connection  with such  transaction for the continuance of
the Plan and the assumption of or the substitution for such Awards of new Awards
covering  the  stock  of  a  successor  employer  corporation,  or a  parent  or
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and prices.

     13.3 Adjustments by Committee.  Any adjustments pursuant to this Article 13
will be made by the Committee,  whose  determination as to what adjustments will
be made and the  extent  thereof  will be final,  binding,  and  conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                       10
<PAGE>
                                   ARTICLE 14
                               GENERAL PROVISIONS

     14.1  Legend.  The  Committee  may require  each person  purchasing  shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

     All  certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities and Exchange  Commission,  any stock exchange upon which the Stock is
then listed,  any applicable Federal or state securities law, and any applicable
corporate  law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     14.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall there be a
limitation in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.

     14.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.  Unless  otherwise  prohibited by the Committee,
each  Participant may satisfy any such  withholding tax obligation by any of the
following means or by a combination of such means: (a) tendering a cash payment;
(b)  authorizing the Company to withhold from the shares  otherwise  issuable to
the  Participant  a number of shares  having a Fair Market  Value as of the "Tax
Date",  less than or equal to the amount of the withholding  tax obligation;  or
(c)  delivering  to the Company  unencumbered  shares  owned by the  Participant
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     14.4 No Assignment of Benefits.  No Option,  Award or other benefit payable
under this Plan shall, except as otherwise  specifically  transfer,  provided by
law, be subject in any manner to  anticipation,  alienation,  attachment,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge,  and  any  attempt  to
anticipate,  alienate,  attach,  sell,  transfer,  assign,  pledge,  encumber or
charge,  any such benefits  shall be void, and any such benefit shall not in any
manner  be  liable  for  or  subject  to  the  debts,  contracts,   liabilities,
engagements  or torts of any person who shall be entitled to such  benefit,  nor
shall it be subject to attachment or legal process for or against such person.

     14.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Michigan.

     14.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     14.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.


                                  CERTIFICATION

     The  foregoing  Plan was duly adopted by the Board of Directors on the 20th
day of January, 1999, subject to approval by the Company's shareholders.


                                       _______________________________________
                                         Secretary
                                         Universal Forest Products, Inc.


                                       11
[{"type": "S-8", "sequence": "1", "filename": "universals8.txt", "secsgml_size_bytes": 117136}]
{"company-data": {"conformed-name": "UNIVERSAL FOREST PRODUCTS INC", "cik": "0000912767", "assigned-sic": "2421", "irs-number": "381465835", "state-of-incorporation": "MI", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60630", "film-number": "1628670"}, "business-address": {"street1": "2801 EAST BELTLINE NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49525", "phone": "6163646161"}, "mail-address": {"street1": "2801 EAST BELTLINE NE", "city": "GRAND RAPIDS", "state": "MI", "zip": "49505"}}
As filed with the Securities and Exchange Commission on May __ , 2001 -
                                                       Registration No. _______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         UNIVERSAL FOREST PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            Michigan                                      38-1465835
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             2801 East Beltline, N.E., Grand Rapids, Michigan 49525
           (Address of Principal Executive Offices)        (Zip Code)

         Universal Forest Products, Inc. Long-Term Stock Incentive Plan
                                       and
          Universal Forest Products, Inc. 1999 Long-Term Incentive Plan
                            (Full Title of the Plan)

                                 Matthew Missad
             2801 East Beltline, N.E., Grand Rapids, Michigan 49525
                                 (616) 364-6161
 (Name, address and telephone number, including area code of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
          Title of                                      Proposed Maximum     Proposed Maximum
      Securities to be              Amount to be         Offering Price          Aggregate            Amount of
         Registered               Registered(1)(2)          Per Share        Offering Price(3)    Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock             2,300,000 Shares           $16.025            $36,857,500           $9,214.38
        (No Par Value)
====================================================================================================================
(1)  Represents  the number of shares of Common  Stock  authorized  for issuance
     under both the Universal  Forest Products,  Inc.  Long-Term Stock Incentive
     Plan  (1,100,000) and the Universal  Forest  Products,  Inc. 1999 Long-Term
     Stock Incentive Plan (1,200,000) which replaces the prior plan.
(2)  Universal Forest Products,  Inc. will file amendments to this  registration
     statement  for any  increase  in the number of shares  available  under the
     Plans as provided in the Plans.
(3)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $16.025 per share,  the average  high and low sales
     prices for common stock of the Registrant in the NASDAQ  National Market on
     May 7, 2001, in accordance with Rule 457(h).

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.

                                      S-1
PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     Information  required by Part I to be contained in Section 10(a) Prospectus
is omitted from this  registration  statement in accordance with Rule 428 of the
Securities Act of 1933 and the Note to Part I of Form S-8.

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Company's  Annual  Report on Form 10-K for the year ended  December 30,
2000,  which has been filed by the  Company  with the  Commission  (SEC File No.
0-22684),  is incorporated  herein by reference.  All other reports filed by the
Company  pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of
1934, since the end of the fiscal year covered by the foregoing Annual Report on
Form 10-K are incorporated  herein by reference.  All other reports or documents
filed by the Company pursuant to the  requirements of Sections 13(a),  13(c), 14
and  15(d)  of the  Securities  Exchange  Act,  subsequent  to the  date of this
registration  statement  and prior to the  termination  of the  offering  of the
securities offered hereby shall be deemed to be incorporated by reference herein
and to be a part  hereof from the date of filing of such  reports or  documents.
Any statements contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document  which  also  is  incorporated   herein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

     The  description  of the Company's  Common  Stock,  the class of securities
offered pursuant to this registration  statement,  is contained in the Company's
Registration  Statement filed pursuant to Section 12 of the Securities  Exchange
Act,  and  is  incorporated  herein  by  reference,   including  any  subsequent
amendments or reports filed for the purpose of updating that description.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Securities Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections  561-571 of the  Michigan  Business  Corporation  Act,  as amended
("MBCA"),  grant the Company  broad powers to indemnify any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  has no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the  Company,  except  that no  indemnification  may be made if such  person  is
adjudged to be liable to the Company  unless and only to the extent the court in
which such action was brought  determines upon  application  that,  despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems  proper.  In addition to the extent that any such person is  successful in
the defense of any such legal  proceedings,  the Company is required by the MBCA
to indemnify him against expenses,  including  attorneys' fees that are actually
and reasonably incurred by him in connection therewith.

                                      S-2
The  Company's  Amended  and  Restated  Articles of  Incorporation  contain
provisions  entitling  directors  and  executive  officers  of  the  Company  to
indemnification  against  certain  liabilities  and  expenses.  The  Company has
entered into  indemnification  agreements with each of its directors providing a
contractual  right to indemnity by the Company against  certain  liabilities and
expenses.  In addition to the available  indemnification,  the Company's Amended
and  Restated  Articles of  Incorporation  limit the  personal  liability of the
members of its Board of Directors for monetary damages with respect to claims by
the  Company  or its  shareholders  resulting  from  certain  negligent  acts or
omissions.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-8.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  registration  statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represents  a  fundamental  change  in the  information  set  forth in this
     registration  statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than 20% change in the maximum  aggregate  offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement;

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in this registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement  is on  Form  S-3,  Form  S-8,  or  Form  F-3,  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated
by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

                                      S-3
The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and  is,   therefore,   unenforceable.   In  the  event  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      S-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Grand Rapids, State of Michigan,  on the 18th day of
April, 2001.

                                    UNIVERSAL FOREST PRODUCTS, INC.

                                    By:    /s/ William G. Currie
                                           William G. Currie
                                           President and Chief Executive Officer

                                    By:    /s/ Michael R. Cole
                                           Michael R. Cole
                                           Chief Financial Officer and
                                           Principal Accounting Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed below on April 18, 2001, by the following
persons in the capacities indicated.

By:    /s/ Peter F. Secchia                  By:   /s/ Philip M. Novell
       Peter F. Secchia, Director                  Philip M. Novell, Director

By:    /s/ William G. Currie                 By:   /s/ Louis A. Smith
       William G. Currie, Director                 Louis A. Smith, Director

By:    /s/ John C. Canepa                    By:   /s/ Carroll M. Shoffner
       John C. Canepa, Director                    Carroll M. Shoffner, Director

By:    /s/ John W. Garside
       John W. Garside, Director

                                       S-5
INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in this Registration  Statement of
Universal  Forest  Products,  Inc. on Form S-8 of our report  dated  January 29,
2001,  appearing in and  incorporated  by reference in the Annual Report on Form
10-K of Universal Forest Products, Inc. for the year ended December 30, 2000.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Grand Rapids, Michigan

May 9, 2001

                                      S-6
May 8, 2001

Universal Forest Products, Inc.
2801 East Beltline, N.E.
Grand Rapids, MI  49525

         Re:   Registration  Statement  on Form S-8  Relating  to the  Universal
               Forest  Products,  Inc.  Long-Term  Stock  Incentive Plan and the
               Universal  Forest  Products,  Inc. 1999 Long-Term Stock Incentive
               Plan (collectively, the "Plans")

Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Universal Forest Products,  Inc., a Michigan  corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering  under the Securities Act of 1933, as amended,  2,300,000  shares of
the Company's common stock, no par value for issuance  pursuant to the Plans, we
have  examined  such  documents  and  questions of law we consider  necessary or
appropriate for the purpose of giving this opinion.

     On the basis of such  evaluation,  we advise you that, in our opinion,  the
2,300,000  shares covered by the  Registration  Statement,  upon the exercise of
stock options,  at the prices described in the Registration  Statement,  but not
less than the par value  thereof,  and upon  delivery of such shares and payment
therefor in accordance  with the terms stated in the Plans and the  Registration
Statement, will be duly and legally authorized,  issued and outstanding and will
be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                                      S-7
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4.1       Universal Forest Products, Inc. Long-Term Stock Incentive Plan

Exhibit 4.2       Universal Forest Products, Inc. 1999 Long-Term Stock Incentive
                  Plan

Exhibit 5         Opinion of Varnum, Riddering, Schmidt & Howlett LLP included
                  on Page S-7 hereof

Exhibit 23(a)     Consent of BDO Seidman LLP included on Page S-6 hereof

Exhibit 23(b)     Consent of Varnum, Riddering, Schmidt & Howlett LLP  (included
                  in Exhibit 5)

::ODMA\PCDOCS\GRR\552905\1

                                      S-8
EXHIBIT 4.1

                         UNIVERSAL FOREST PRODUCTS, INC.

                         LONG-TERM STOCK INCENTIVE PLAN

                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1 Establishment of the Plan.  Universal Forest Product,  Inc., a Michigan
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the "Universal  Forest Products,  Inc.  Long-Term Stock Incentive
Plan" (the "Plan"), as set forth in this document. The Plan permits the granting
of stock  options,  stock  appreciation  rights,  restricted  stock,  and  other
stock-based  awards to key employees of the Company and its  Subsidiaries.  Upon
approval by the Board of Directors of the Company,  subject to  ratification  by
the affirmative  vote of holders of a majority of shares of the Company's Common
Stock present and entitled to vote at the 1997 Annual  Meeting of  Shareholders,
the Plan shall become effective as of January 1, 1997 (the "Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  shareholders,
through  stock-based  compensation,  by aligning the  personal  interests of the
Company's  key  employees  with  those  of its  shareholders.  The  Plan is also
designed to allow key employees to participate in the Company's  future, as well
as to enable the Company to attract, retain and award such employees.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights and Reload Options may be effected pursuant to the terms
of Awards granted prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights,  Restricted Stock,  Performance Shares or Other Stock-Based
Award.

     2.2 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award,  as  established  by the  Committee and shall be subject to the terms and
conditions of the Plan.

     2.3 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

     2.4 "Board" shall mean the Board of Directors of the Company.

     2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.6  "Committee"  shall  mean the  Committee,  as  specified  in Article 3,
appointed by the Board to administer the Plan.

     2.7 "Common Stock" shall mean the Common Stock of the Company.

     2.8  "Disability"  shall mean permanent and total  disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.
2.9 "Fair  Market  Value"  shall be the mean between the highest and lowest
sales  prices  per  share of the  Common  Stock  for such  date on the  National
Association of Securities  Dealers  Automated  Quotation System or any successor
system then in use ("NASDAQ"). If no sale of shares of Common Stock is reflected
on the NASDAQ on a date,  "Fair Market  Value" shall be  determined  on the next
preceding  day on which there was a sale of shares of Common Stock  reflected on
NASDAQ.

     2.10  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.11 "Insider" shall mean an employee who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of Common Stock.

     2.12  "Nonemployee  Director"  shall  have the  meaning  set  forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor definition adopted by the SEC.

     2.13 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.14 "Option" means an Incentive Stock Option, a Nonqualified Stock Option,
or a Reload Option.

     2.15  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.16 "Other Stock-Based Award" shall mean an Award under Article 10 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.17  "Participant"  shall mean an employee of the Company or a  Subsidiary
who holds an outstanding Award granted under the Plan.

     2.18  "Performance  Shares"  shall mean an Award granted under Article 9 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.19 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.20  "Reload  Option"  shall  mean an  Option  that is  awarded  under the
conditions of Section 6.5 of the Plan.

     2.21 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains normal retirement
age as established by the Committee at the time an Award is made.

     2.22 "Restricted  Stock" shall mean an Award granted to a Participant under
Article 8 of this Plan.

     2.23 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.24  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

                                       2
2.25   "Termination  of  Employment"   shall  mean  the  termination  of  a
Participant's  employment  with  the  Company  or a  Subsidiary.  A  Participant
employed  by a  Subsidiary  shall  also be  deemed  to  incur a  Termination  of
Employment if the Subsidiary  ceases to be a Subsidiary and the Participant does
not  immediately  thereafter  become  an  employee  of the  Company  or  another
Subsidiary.

                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee. The Plan shall be administered by a Committee designated
by the  Board  consisting  of not  less  than  two (2)  directors  who  shall be
appointed  from  time to time by the  Board,  each of whom  shall  qualify  as a
Nonemployee Director.

     3.2   Committee   Authority.   Subject  to  the   Company's   Articles   of
Incorporation,  Bylaws and the provisions of this Plan, the Committee shall have
full  authority to grant Awards to key employees of the Company or a Subsidiary.
Awards may be granted singly, in combination, or in tandem. The authority of the
Committee shall include the following:

          (a) To select the key employees of the Company or a Subsidiary to whom
     Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,   Restricted  Stock,  Performance  Shares  and  Other
     Stock-Based  Awards, or any combination thereof are to be granted under the
     Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions or waiver  thereof,  regarding any Award and the shares Common
     Stock  relating  thereto,  based on such  factors  as the  Committee  shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart  from  other cash  compensation  arrangement  made by Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise the administration of the Plan. A majority of the Committee
shall  constitute  a  quorum,  and the acts of a  majority  of a  quorum  at any
meeting,  or acts reduced to or approved in writing by a majority of the members
of the Committee,  shall be the valid acts of the Committee.  The interpretation
and  construction  by the  Committee of any  provisions of the Plan or any Award
granted  under the Plan shall be final and binding upon the  Company,  the Board
and Participants,  including their respective heirs,  executors and assigns.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with  respect to the Plan or an Award  granted
hereunder.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  13.1,  the maximum  aggregate
number of shares of Common  Stock which may be issued  under this Plan shall not
exceed 1,100,000  shares,  which may be either  unauthorized and unissued

                                       3
Common Stock or issued Common Stock  reacquired by the Company ("Plan  Shares").
Determinations  as to the  number  of Plan  Shares  that  remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures as the Committee  shall  determine from time to time,  which shall be
consistent  with the  requirements  of Rule 16b-3 of the  Exchange  Act and such
interpretations  thereof.  If an  Award  expires  unexercised  or is  forfeited,
cancelled,  terminated or settled in cash in lieu of Common Stock, the shares of
Common  Stock that were  theretofore  subject (or  potentially  subject) to such
Award may again be made subject to an Award Agreement;  provided,  however, that
any such shares  subject to a forfeited  or  cancelled  Award shall not again be
made subject to an Award Agreement to any Participant who received,  directly or
indirectly,  any of the benefits of ownership of the securities  underlying such
Award, excluding the right to vote such shares.

                                    ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
such key employees of the Company or a Subsidiary as the Committee  shall select
from time to time. In making such  selections,  the Committee shall consider the
nature of the services  rendered by such employees,  their present and potential
contribution  to the  Company's  success  and  the  success  of  the  particular
Subsidiary or division of the Company by which they are employed, and such other
factors as the Committee in its discretion shall deem relevant. Participants may
hold more than one Award,  but only on the terms and subject to the restrictions
set forth in the Plan and their respective Award Agreements.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2  Grants.  The  Committee  shall  have  the  authority  to  grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  No term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority  granted  under the Plan be so exercised,  so as to disqualify  the
Plan under Section 422 of the Code, or, without the consent of the  Participants
affected,  to disqualify  any Incentive  Stock Option under such Section 422. An
Incentive Stock Option shall not be granted to an individual who, on the date of
grant,  owns stock  possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company.  The aggregate  Fair Market
Value,  determined  on the Award Date of the shares of Common Stock with respect
to which one or more Incentive  Stock Options (or other  incentive stock options
within the meaning of Section 422 of the Code,  under all other  option plans of
the Company) that are exercisable for the first time by a Participant during any
calendar year shall not exceed the $100,000 limitation imposed by Section 422(d)
of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements in such form as the Committee shall from time to time approve.
Each  Agreement  shall  comply  with and be subject to the  following  terms and
conditions:

          (a) Participant's Agreement. Each Participant shall agree to remain in
     the  continuous  employ of the Company for a period of at least twelve (12)
     months from the Award Date or until Retirement,  if Retirement occurs prior
     to twelve (12) months from the date of the Option. Such Agreement shall not
     impose upon the Company any  obligation  to retain the  Participant  in its
     employ for any period.

          (b)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date.

                                       4
(c)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Committee, but no Option which is designated as an ISO shall be exercisable
     more than ten (10) years after the date the ISO is granted,  provided  that
     the term of any  Incentive  Stock  Option  granted to an Insider  shall not
     exceed five (5) years.

          (d)  Exercisability.  Except as  provided in Section  13.2,  no Option
     shall be  exercisable  in  either  in whole or in part  prior to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions  (including
     but not  limited  to  vesting  provisions)  as shall be  determined  by the
     Committee and set forth in the Award Agreement.  If the Committee  provides
     that any Option is exercisable only in  installments,  the Committee may at
     any time waive such installment exercise  provisions,  in whole or in part,
     based on such factors as the Committee may determine.

          (e) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (d) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of  the  purchase   price  in  such  form  as  the  Committee  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined  by the  Committee  in its sole  discretion  at or after  grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and  clear of any  liens  and  encumbrances)  or  Restricted  Stock,  or by
     reduction in the number of shares  issuable  upon such exercise  based,  in
     each case, on the Fair Market Value of the Common Stock on the last trading
     date preceding  payment as determined by the Committee  (without  regard to
     any forfeiture  restrictions  applicable to Restricted Stock). No shares of
     stock shall be issued  until  payment has been made.  A  Participant  shall
     generally  have the rights to dividends  or other  rights of a  shareholder
     with  respect to shares  subject to the Option  when the person  exercising
     such option has given written notice of exercise,  has paid for such shares
     as  provided  herein,  and,  if  requested,  has given  the  representation
     described in Section 14.1 of the Plan.  Notwithstanding  the foregoing,  if
     payment in full or in part has been made in the form of  Restricted  Stock,
     an  equivalent  number of shares of Common  Stock issued on exercise of the
     Option shall be subject to the same restrictions and conditions, and during
     the  remainder of the  Restriction  Period [as defined in Section  8.3(a)],
     applicable to the shares of Restricted Stock surrendered therefor.

          (f)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Committee  may,  in  its  discretion,  authorize  all  or  a  portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt  of or  interest  in a  family  partnership  or  limited  liability
     company),  (ii) the stock option  agreement  pursuant to which such options
     are granted must be approved by the Committee,  and must expressly  provide
     for  transferability  in a manner consistent with this Section 6.4(f),  and
     (iii)  subsequent  transfers of  transferred  options  shall be  prohibited
     except those in accordance with Section  6.4(i).  Following  transfer,  any
     such options shall  continue to be subject to the same terms and conditions
     as were applicable immediately prior to transfer. The events of termination
     of service of Sections 6.4(g),  (h) and (i) hereof, and the tax withholding
     obligations  of Section  13.3 shall  continue to be applied with respect to
     the original optionee,  following which the options shall be exercisable by
     the Permitted  Transferee only to the extent, and for the periods specified
     in Sections  6(g),  (h),  and (i).  The Company  shall not be  obligated to
     notify  Permitted  Transferee(s)  of the  expiration or  termination of any
     option.  Further, all Options shall be exercisable during the Participant's
     lifetime only by such Participant and, in the case of a Nonqualified  Stock
     Option, by a Permitted Transferee.  The designation of a person entitled to
     exercise an Option after a person's death will not be deemed a transfer.

          (g)  Termination  of Employment  for Reasons other than  Disability or
     Death.  Upon Termination of Employment for any reason other than on account
     of Disability or death,  each Option held by the Participant  shall, to the
     extent rights to purchase shares under such Option have accrued at the date
     of such  Termination of Employment and shall not have been fully exercised,
     be  exercisable,  in whole or in part, at any time within a period of three
     (3) months following Termination of Employment,  subject, however, to prior
     expiration  of the term of such  Options and any other  limitations  on the
     exercise of such Options in effect at the date of

                                       5
exercise.  Whether an  authorized  leave of  absence or absence  because of
     military or governmental service shall constitute Termination of Employment
     for such purposes shall be determined by the Committee, which determination
     shall be final and conclusive.

          (h)  Termination of Employment  for  Disability.  Upon  Termination of
     Employment by reason of  Disability,  each Option held by such  Participant
     shall,  to the extent  rights to  purchase  shares  under the  Option  have
     accrued at the date of such  Retirement  or  Disability  and shall not have
     been fully exercised,  remain exercisable in whole or in part, for a period
     of one (1) year following such Termination of Employment, subject, however,
     to prior expiration according to its terms and other limitations imposed by
     the Plan. If the Participant dies after such Retirement or Disability,  the
     Participant's  Options  shall be  exercisable  in  accordance  with Section
     6.4(i) below.

          (i)  Termination  of  Employment  for  Death.   Upon   Termination  of
     Employment due to death,  each Option held by such Participant or Permitted
     Transferee shall, to the extent rights to purchase shares under the Options
     have accrued at the date of death and shall not have been fully  exercised,
     be exercisable,  in whole or in part, by the personal representative of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if the Participant dies
     while  employed by the Company or a Subsidiary,  at any time within one (1)
     year after his or her death,  or (ii) if the  Participant  dies  during the
     extended exercise period following  Termination of Employment  specified in
     Section  6.4(h),  at any time within the longer of such extended  period or
     three (3) months after death,  subject,  however, in any case, to the prior
     expiration  of the  term of the  Option  and any  other  limitation  on the
     exercise of such Option in effect at the date of exercise.

          (j)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(g),  (h) or (i)
     is applicable shall terminate upon expiration of such exercise period.

          (k) Purchase and Settlement Provisions.  The Committee may at any time
     offer to purchase  an Option  previously  granted,  based on such terms and
     conditions  as  the  Committee  shall  establish  and  communicate  to  the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide, the Committee may require that all or part of the shares of Common
     Stock to be issued with respect to the exercise of an Option,  in an amount
     not greater  than the Fair Market  Value of the shares that is in excess of
     the  aggregate  Option  Price,  take  the  form of  Performance  Shares  or
     Restricted  Stock,  which  shall be valued on the date of  exercise  on the
     basis of the Fair Market  Value of such  Performance  Shares or  Restricted
     Stock  determined  without  regard  to  the  deferral   limitations  and/or
     forfeiture restrictions involved.

     6.5  Reload  Options.  Without in any way  limiting  the  authority  of the
Committee to make grants  hereunder,  and in order to induce employees to retain
ownership of shares of Common Stock, the Committee shall have the authority (but
not an obligation) to include within any Award  Agreement a provision  entitling
the  Participant  to a  further  Option  (a  "Reload  Option")  in the event the
Participant  exercises the Option evidenced by the Award Agreement,  in whole or
in  part,  by  surrendering  shares  of  Common  Stock  previously  owned by the
Participant,  in accordance  with this Plan and the terms and  conditions of the
Award  Agreement.  A Reload  Option shall  entitle a  Participant  to purchase a
number of shares of Common Stock equal to the number of such shares so delivered
upon exercise of the original  Option and, in the  discretion of the  Committee,
the number of shares, if any, tendered to the Company to satisfy any withholding
tax liability  arising in connection with the exercise of the original Option. A
Reload  Option  shall:  (a) have an Option  Price of not less  than one  hundred
percent  (100%) of the per share Fair  Market  Value of the Common  Stock on the
date of grant  of such  Reload  Option;  (b)  have a term  not  longer  than the
remaining  term of the  original  Option at the time of  exercise  thereof;  (c)
become  exercisable  in the event  the  shares  acquired  upon  exercise  of the
original  Option  are held  for a  minimum  period  of time  established  by the
Committee;  and (d) be  subject  to  such  other  terms  and  conditions  as the
Committee may determine.

                                       6
ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of  SARs.   The  Committee  may  approve  the  grant  of  Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered,  then cease to be  exercisable.  A SAR  granted  hereunder  will be
exercisable at such time or times,  and only to the extent that a related Option
is  exercisable,  and will not be  transferable  except to the extent  that such
related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                    ARTICLE 8
                                RESTRICTED STOCK

     8.1 Awards of Restricted  Stock.  Shares of Restricted  Stock may be issued
either  alone or in  addition  to other  Awards  granted  under  the  Plan.  The
Committee shall determine the eligible persons to whom, and the time or times at
which,  grants of  Restricted  Stock  will be made,  the  number of shares to be
awarded,  the  price (if any) to be paid by the  Participant,  the time or times
within which such Awards may be subject to forfeiture,  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
Awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
achievement  of specific  business  objectives,  measurements  of  individual or
business  unit or Company  performances,  or such other factors as the Committee
may determine.  The  provisions of Restricted  Stock awards need not be the same
with respect to each  Participant,  and such Awards to  individual  Participants
need not be the same in subsequent years.

     8.2 Awards and Certificates.  A prospective Participant selected to receive
a Restricted Stock shall not have any rights with respect to such Award,  unless
and until such Participant has executed an Award Agreement  evidencing the Award
and  has  delivered  a fully  executed  copy  thereof  to the  Company,  and has
otherwise  complied  with the  applicable  terms and  conditions  of such Award.
Further, such Award shall be subject to the following conditions:

          (a) Acceptance.  Awards of Restricted  Stock must be accepted within a
     period of 20 days (or such shorter  period as the  Committee may specify at
     grant) after the Award Date, by executing an Award  Agreement and by paying
     whatever  price (if any) the  Committee has  designated  for such shares of
     Restricted Stock.

          (b) Legend. Each Participant  receiving a Restricted Stock Award shall
     be issued a stock  certificate  in  respect  of such  shares of  Restricted
     Stock.   Such  certificate   shall  be  registered  in  the  name  of  such
     Participant,  and shall bear an appropriate  legend referring to the terms,
     conditions, and restrictions applicable to such Award, substantially in the
     following form:

          "The  transferability of this certificate and the shares of stock
          represented  hereby  are  subject  to the  terms  and  conditions
          (including  forfeiture) of the Universal  Forest  Products,  Inc.
          Long-Term  Stock  Incentive  Plan  and  related  Award  Agreement
          entered into between the registered owner and the Company,  dated
          _____________.  Copies of such Plan and  Agreement are on file in
          the  offices of the  Company,  2801 East  Beltline,  N.E.,  Grand
          Rapids, Michigan 49505."

          (c) Custody.  The  Committee  may require that the stock  certificates
     evidencing  such  shares  be held  in  custody  by the  Company  until  the
     restrictions  thereon  shall have lapsed,  and that,  as a condition of any

                                      7
award of Restricted  Stock,  the  Participant  shall have  delivered a duly
     signed stock power, endorsed in blank, relating to the Common Stock covered
     by such Award.

     8.3  Restrictions  and Conditions.  The shares of Restricted  Stock awarded
pursuant  to this  Plan  shall be  subject  to the  following  restrictions  and
conditions:

          (a) Restriction Period. Subject to the provisions of this Plan and the
     Award Agreement,  during a period set by the Committee  commencing with the
     Award  Date and  expiring  not less than  twelve  (12)  consecutive  months
     thereafter  (the  "Restriction  Period"),  the  Participant  shall  not  be
     permitted to sell,  transfer,  pledge, or assign shares of Restricted Stock
     awarded under this Plan.  Subject to these limits,  the  Committee,  in its
     sole  discretion,  may  provide  for  the  lapse  of such  restrictions  in
     installments  and may accelerate or waive such  restrictions in whole or in
     part, based on service,  performance  and/or such other factors or criteria
     as the Committee may determine.

          (b) Rights as  Shareholder.  Except as provided in this subsection (b)
     and subsection (a) above,  the Participant  shall have, with respect to the
     shares  of  Restricted  Stock,  all of the  rights of a holder of shares of
     Common Stock of the Company  including the right to receive any  dividends.
     The Committee, in its sole discretion,  as determined at the time of Award,
     may permit or require  the  payment of  dividends  to be  deferred.  If any
     dividends or other  distributions  are paid in shares of Common Stock, such
     shares shall be subject to the same  restrictions  on  transferability  and
     forfeitability as the shares of Restricted Stock with respect to which they
     were paid.

          (c) Termination of Employment. Subject to the applicable provisions of
     the Award Agreement and this Article 8, upon  Termination of Employment for
     any reason  during the  Restriction  Period,  all  Restricted  Shares still
     subject to  restriction  will vest or be forfeited in  accordance  with the
     terms and conditions established by the Committee as specified in the Award
     Agreement.

          (d) Lapse of Restrictions.  If and when the Restriction Period expires
     without a prior  forfeiture of the Restricted  Stock,  the certificates for
     such shares shall be delivered to the Participant.

                                    ARTICLE 9
                               PERFORMANCE SHARES

     9.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other  Awards  granted  under this Plan.  The  Committee
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  9.2,  as  specified  in the  Award  Agreement.  The
Committee may condition the grant of Performance  Shares upon the achievement of
specific  business  objectives,  measurements  of individual or business unit or
Company  performance,  or such other factors or criteria as the Committee  shall
determine.  The  provisions of the award of  Performance  Shares need not be the
same  with  respect  to  each   Participant,   and  such  Awards  to  individual
Participants need not be the same in subsequent years.

     9.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 9 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an equivalent value (as the Committee may determine in its sole discretion)
     shall be delivered to the Participant,  or his legal  representative,  in a
     number equal to the shares covered by the Award Agreement.

                                       8
(b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement and this Article 9, upon Termination of Employment for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Committee at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other  factors or criteria as the  Committee may determine and set forth in
     the Award Agreement,  the Committee may, at or after grant,  accelerate the
     vesting of all or any part of any award of Performance  Shares and/or waive
     the deferral limitations for all or any part of such Award.

                                   ARTICLE 10
                            OTHER STOCK-BASED AWARDS

     10.1 Other  Awards.  Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs,  Restricted  Stock or  Performance
Shares.  Subject  to the  provisions  of this  Plan,  the  Committee  shall have
authority to  determine  the persons to whom and the time or times at which such
Awards  shall be made,  the  number  of shares  of  Common  Stock to be  awarded
pursuant to such awards,  and all other conditions of the Awards.  The Committee
may also  provide  for the grant of Common  Stock  under  such  Awards  upon the
completion  of  a  specified   performance   period.  The  provisions  of  Other
Stock-Based  Awards need not be the same with  respect to each  Participant  and
such Awards to individual Participants need not be the same in subsequent years.

     10.2 Terms and Conditions.  Other Stock-Based  Awards made pursuant to this
Article 10 shall be set forth in an Award  Agreement and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 10 may not be sold,  assigned,  transferred,  pledged, or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement,  the  recipient  of an  Award  under  this  Article  10 shall be
     entitled to receive,  currently or on a deferred stock basis,  dividends or
     other  distributions  with  respect to the number of shares of Common Stock
     covered by the Award.

          (c)  Vesting.  Any Award  under this  Article 10 and any Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award  Agreement,  as determined by the  Committee,  in its
     sole discretion.

          (d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Committee may, in its sole discretion, waive in whole or in part any or all
     of the limitations imposed hereunder (if any) with respect to any or all of
     an Award under this Article 10.

          (e) Price.  Common  Stock  issued or sold under this Article 10 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Committee shall determine and specify in the Award Agreement.

                                       9
ARTICLE 11
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Section
13.1);  or (ii) decrease the option price of any Option to less than one hundred
percent  (100%) of the Fair  Market  Value on the date of grant  for an  Option.
Awards may not be granted under the Plan after the Termination  Date, but Awards
granted prior to such date shall remain in effect or become exercisable pursuant
to their respective terms and the terms of this Plan.

                                   ARTICLE 12
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 13
                              ADJUSTMENT PROVISIONS

     13.1  Antidilution.  Subject to the  provisions  of this Article 13, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     13.2 Change in Control.  Notwithstanding  Section 13.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or more corporations as a result of which the Company is
not the surviving corporation,  or upon the sale of all or substantially all the
assets of the Company,  all Awards then outstanding under the Plan will be fully
vested and exercisable  and all  restrictions  will  immediately  cease,  unless
provisions are made in connection  with such  transaction for the continuance of
the Plan and the assumption of or the substitution for such Awards of new Awards
covering  the  stock  of  a  successor  employer  corporation,  or a  parent  or
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and prices.

     13.3 Adjustments by Committee.  Any adjustments pursuant to this Article 13
will be made by the Committee,  whose  determination as to what adjustments will
be made and the  extent  thereof  will be final,  binding,  and  conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                   ARTICLE 14
                               GENERAL PROVISIONS

     14.1  Legend.  The  Committee  may require  each person  purchasing  shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

                                       10
All  certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities and Exchange  Commission,  any stock exchange upon which the Stock is
then listed,  any applicable Federal or state securities law, and any applicable
corporate  law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     14.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall there be a
limitation in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.

     14.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.  Unless  otherwise  prohibited by the Committee,
each  Participant may satisfy any such  withholding tax obligation by any of the
following means or by a combination of such means: (a) tendering a cash payment;
(b)  authorizing the Company to withhold from the shares  otherwise  issuable to
the  Participant  a number of shares  having a Fair Market  Value as of the "Tax
Date",  less than or equal to the amount of the withholding  tax obligation;  or
(c)  delivering  to the Company  unencumbered  shares  owned by the  Participant
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     14.4 No Assignment of Benefits.  No Option,  Award or other benefit payable
under this Plan shall, except as otherwise  specifically  transfer,  provided by
law, be subject in any manner to  anticipation,  alienation,  attachment,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge,  and  any  attempt  to
anticipate,  alienate,  attach,  sell,  transfer,  assign,  pledge,  encumber or
charge,  any such benefits  shall be void, and any such benefit shall not in any
manner  be  liable  for  or  subject  to  the  debts,  contracts,   liabilities,
engagements  or torts of any person who shall be entitled to such  benefit,  nor
shall it be subject to attachment or legal process for or against such person.

     14.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Michigan.

     14.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     14.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.

                                       11
EXHIBIT 4.2

                         UNIVERSAL FOREST PRODUCTS, INC.
                       1999 LONG TERM STOCK INCENTIVE PLAN

                                    ARTICLE 1
                      ESTABLISHMENT AND PURPOSE OF THE PLAN

     1.1 Establishment of the Plan.  Universal Forest Product,  Inc., a Michigan
corporation (the "Company"),  hereby establishes an incentive  compensation plan
to be known as the  "Universal  Forest  Products,  Inc.  1999  Long  Term  Stock
Incentive  Plan" (the "Plan"),  as set forth in this document.  The Plan permits
the granting of stock options, stock appreciation rights,  restricted stock, and
other  stock-based  awards to key employees of the Company and its Subsidiaries.
Upon approval by the Board of Directors of the Company,  subject to ratification
by the  affirmative  vote of holders of a  majority  of shares of the  Company's
Common  Stock  present  and  entitled  to vote at the  1999  Annual  Meeting  of
Shareholders,  the Plan  shall  become  effective  as of  April  28,  1999  (the
"Effective Date").

     1.2  Purpose  of the  Plan.  The  purpose  of the  Plan is to  promote  the
long-term success of the Company for the benefit of the Company's  shareholders,
through  stock-based  compensation,  by aligning the  personal  interests of the
Company's  key  employees  with  those  of its  shareholders.  The  Plan is also
designed to allow key employees to participate in the Company's  future, as well
as to enable the Company to attract,  retain and award such employees.  The Plan
supersedes and replaces the Company's Long Term Inventive  Plan,  adopted by the
Company's shareholders in 1997.

     1.3 Term of Plan.  No Awards  shall be granted  pursuant  to the Plan on or
after the tenth anniversary of the Effective Date ("Termination Date"), provided
that Awards granted prior to the  Termination  Date may extend beyond that date,
and Cash Payment Rights and Reload Options may be effected pursuant to the terms
of Awards granted prior to the Termination Date.

                                    ARTICLE 2
                                   DEFINITIONS

     For purposes of this Plan, the following  terms shall have the meanings set
forth below:

     2.1  "Award"  shall mean any award  under this Plan of any  Options,  Stock
Appreciation Rights,  Restricted Stock,  Performance Shares or Other Stock-Based
Award.

     2.2 "Award  Agreement"  shall mean an agreement  evidencing the grant of an
Award  under  this  Plan.  Awards  under the Plan  shall be  evidenced  by Award
Agreements  that set forth the  details,  conditions  and  limitations  for each
Award,  as  established  by the  Committee and shall be subject to the terms and
conditions of the Plan.

     2.3 "Award Date" shall mean the date that an Award is made, as specified in
an Award Agreement.

     2.4 "Board" shall mean the Board of Directors of the Company.

     2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.6  "Committee"  shall  mean the  Committee,  as  specified  in Article 3,
appointed by the Board to administer the Plan.

     2.7 "Common Stock" shall mean the Common Stock of the Company.

     2.8  "Disability"  shall mean permanent and total  disability as determined
under the rules and guidelines  established by the Committee for purposes of the
Plan.

     2.9 "Fair  Market  Value"  shall be the mean between the highest and lowest
sales  prices  per  share of the  Common  Stock  for such  date on the  National
Association of Securities Dealers Automated Quotation System or any
successor system then in use ("NASDAQ"). If no sale of shares of Common Stock is
reflected on the NASDAQ on a date,  "Fair Market  Value" shall be  determined on
the next  preceding  day on which  there was a sale of  shares  of Common  Stock
reflected on NASDAQ.

     2.10  "Incentive  Stock  Option" or "ISO"  shall mean an option to purchase
shares of Common  Stock  granted  under  Article  6, which is  designated  as an
Incentive  Stock Option and is intended to meet the  requirements of Section 422
of the Code.

     2.11 "Insider" shall mean an employee who is an officer (as defined in Rule
16a-1(f) of the Exchange Act) or director of the Company, or holder of more than
ten percent (10%) of its outstanding shares of Common Stock.

     2.12  "Nonemployee  Director"  shall  have the  meaning  set  forth in Rule
16b-3(b)(3),  as  promulgated by the  Securities  and Exchange  Commission  (the
"SEC") under the Securities  Exchange Act of 1934 (the "Exchange  Act"),  or any
successor definition adopted by the SEC.

     2.13 "Nonqualified Stock Option" or "NQSO" shall mean an option to purchase
shares of Common Stock, granted under Article 6, which is not an Incentive Stock
Option.

     2.14 "Option" means an Incentive Stock Option, a Nonqualified Stock Option,
or a Reload Option.

     2.15  "Option  Price" shall mean the price at which a share of Common Stock
may be purchased by a  Participant  pursuant to an Option,  as determined by the
Committee.

     2.16 "Other Stock-Based Award" shall mean an Award under Article 10 of this
Plan that is valued in whole or in part by  reference  to, or is  payable  in or
otherwise based on, Common Stock.

     2.17  "Participant"  shall mean an employee of the Company or a  Subsidiary
who holds an outstanding Award granted under the Plan.

     2.18  "Performance  Shares"  shall mean an Award granted under Article 9 of
this Plan  evidencing the right to receive Common Stock or cash of an equivalent
value at the end of a specified performance period.

     2.19 "Permitted Transferee" means (i) the spouse, children or grandchildren
of a Participant (each an "Immediate Family Member"), (ii) a trust or trusts for
the exclusive  benefit of the  Participant  and/or one or more Immediate  Family
Members, or (iii) a partnership or limited liability company whose only partners
or members are the Participant and/or one or more Immediate Family Members.

     2.20  "Reload  Option"  shall  mean an  Option  that is  awarded  under the
conditions of Section 6.5 of the Plan.

     2.21 "Retirement" shall mean the termination of a Participant's  employment
with the Company or a Subsidiary after the Participant attains normal retirement
age as established by the Committee at the time an Award is made.

     2.22 "Restricted  Stock" shall mean an Award granted to a Participant under
Article 8 of this Plan.

     2.23 "Stock  Appreciation  Right" or "SAR" shall mean an Award granted to a
Participant under Article 7 of this Plan.

     2.24  "Subsidiary"  shall mean any  corporation  in which the Company  owns
directly,  or indirectly through  subsidiaries,  at least fifty percent (50%) of
the total  combined  voting  power of all classes of stock,  or any other entity
(including,  but not limited to,  partnerships  and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.

     2.25   "Termination  of  Employment"   shall  mean  the  termination  of  a
Participant's  employment  with  the  Company  or a  Subsidiary.  A  Participant
employed  by a  Subsidiary  shall  also be  deemed  to  incur a  Termination  of

                                       2
Employment if the Subsidiary  ceases to be a Subsidiary and the Participant does
not  immediately  thereafter  become  an  employee  of the  Company  or  another
Subsidiary.

                                    ARTICLE 3
                                 ADMINISTRATION

     3.1 The Committee. The Plan shall be administered by a Committee designated
by the  Board  consisting  of not  less  than  two (2)  directors  who  shall be
appointed  from  time to time by the  Board,  each of whom  shall  qualify  as a
Nonemployee Director.

     3.2   Committee   Authority.   Subject  to  the   Company's   Articles   of
Incorporation,  Bylaws and the provisions of this Plan, the Committee shall have
full  authority to grant Awards to key employees of the Company or a Subsidiary.
Awards may be granted singly, in combination, or in tandem. The authority of the
Committee shall include the following:

          (a) To select the key employees of the Company or a Subsidiary to whom
     Awards may be granted under the Plan;

          (b)  To  determine   whether  and  to  what  extent   Options,   Stock
     Appreciation  Rights,   Restricted  Stock,  Performance  Shares  and  Other
     Stock-Based  Awards, or any combination thereof are to be granted under the
     Plan;

          (c) To determine the number of shares of Common Stock to be covered by
     each Award;

          (d) To  determine  the terms and  conditions  of any Award  Agreement,
     including, but not limited to, the Option Price, any vesting restriction or
     limitation, any vesting schedule or acceleration thereof, or any forfeiture
     restrictions  or waiver  thereof,  regarding  any  Award and the  shares of
     Common Stock relating thereto, based on such factors as the Committee shall
     determine in its sole discretion;

          (e) To determine whether,  to what extent and under what circumstances
     grants of Awards  are to operate on a tandem  basis  and/or in  conjunction
     with or apart from other cash compensation  arrangement made by the Company
     other than under the terms of this Plan;

          (f) To determine under what  circumstances  an Award may be settled in
     cash, Common Stock, or a combination thereof; and

          (g) To determine to what extent and under what circumstances shares of
     Common  Stock and other  amounts  payable with respect to an Award shall be
     deferred.

     The  Committee  shall have the  authority  to adopt,  alter and repeal such
administrative  rules,  guidelines and practices governing the Plan as it shall,
from time to time, deem advisable,  to interpret the terms and provisions of the
Plan and any Award issued under the Plan (including any Award  Agreement) and to
otherwise  supervise the administration of the Plan. A majority of the Committee
shall  constitute  a  quorum,  and the acts of a  majority  of a  quorum  at any
meeting,  or acts reduced to or approved in writing by a majority of the members
of the Committee,  shall be the valid acts of the Committee.  The interpretation
and  construction  by the  Committee of any  provisions of the Plan or any Award
granted  under the Plan shall be final and binding upon the  Company,  the Board
and Participants,  including their respective heirs,  executors and assigns.  No
member  of the  Board  or the  Committee  shall  be  liable  for any  action  or
determination  made in good faith with  respect to the Plan or an Award  granted
hereunder.

                                    ARTICLE 4
                        COMMON STOCK SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section  13.1,  the maximum  aggregate
number of shares of Common Stock which may be issued under this Plan,  which may
be  either  unauthorized  and  unissued  Common  Stock or  issued  Common  Stock
reacquired by the Company ("Plan Shares"), shall be:

                                       3
(a) 1,000,000 Shares; plus

          (b) shares  approved  but not covered by options or other stock rights
     granted under the 1997 Long Term Incentive Plan.

          (c) an annual  increase in the number of Shares  determined  and to be
     effective on the date of each annual meeting of the Company's  shareholders
     (commencing with the annual meeting in the year 2000),  equal to the lesser
     of (i)  200,000  Shares,  (ii)  one  percent  (1.0%)  of the sum of (1) the
     outstanding  Shares,  plus (2) the number of Shares  subject to outstanding
     options  issues under the Plan on such date, or (iii) such number of Shares
     as determined by the Board.

     Determinations  as to the number of Plan Shares that remain  available  for
issuance  under  the Plan  shall  be made in  accordance  with  such  rules  and
procedures  as the  Committee  shall  determine  from time to time.  If an Award
expires unexercised or is forfeited,  canceled, terminated or settled in cash in
lieu of Common Stock, the shares of Common Stock that were  theretofore  subject
(or  potentially  subject)  to such Award may again be made  subject to an Award
Agreement. In addition,  Shares from the following sources shall be added to the
number of Plan Shares  available for issuance  under the Plan: (1) any Shares of
the  Company's  Common Stock  surrendered  in payment of the  exercise  price of
Options or to pay the tax withholding  obligations incurred upon the exercise of
Options;  and (2) Options  withheld to pay the exercise price or tax withholding
obligations incurred upon the exercise of Options.

                                    ARTICLE 5
                                   ELIGIBILITY

     The persons who shall be eligible to receive Awards under the Plan shall be
such key employees of the Company or a Subsidiary as the Committee  shall select
from time to time. In making such  selections,  the Committee shall consider the
nature of the services  rendered by such employees,  their present and potential
contribution  to the  Company's  success  and  the  success  of  the  particular
Subsidiary or division of the Company by which they are employed, and such other
factors as the Committee in its discretion shall deem relevant. Participants may
hold more than one Award,  but only on the terms and subject to the restrictions
set forth in the Plan and their respective Award Agreements.  No participant may
receive  Awards under the Plan covering more than  twenty-five  percent (25%) of
Plan Shares.

                                    ARTICLE 6
                                  STOCK OPTIONS

     6.1  Options.  Options may be granted  alone or in addition to other Awards
granted under this Plan.  Each Option granted under this Plan shall be either an
Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).

     6.2  Grants.  The  Committee  shall  have  the  authority  to  grant to any
Participant one or more Incentive Stock Options,  Nonqualified Stock Options, or
both types of  Options.  To the extent  that any Option  does not  qualify as an
Incentive Stock Option (whether  because of its provisions or the time or manner
of its exercise or otherwise), such Option or the portion thereof which does not
qualify shall constitute a separate Nonqualified Stock Option.

     6.3  Incentive  Stock  Options.  No term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any discretion
or authority  granted  under the Plan be so exercised,  so as to disqualify  the
Plan under Section 422 of the Code, or, without the consent of the  Participants
affected,  to disqualify any Incentive  Stock Option under such Section 422. The
aggregate  Fair  Market  Value,  determined  on the Award  Date of the shares of
Common Stock with respect to which one or more Incentive Stock Options (or other
incentive stock options within the meaning of Section 422 of the Code, under all
other option plans of the Company) that are  exercisable for the first time by a
Participant  during any calendar  year shall not exceed the $100,000  limitation
imposed by Section 422(d) of the Code.

     6.4 Terms of Options.  Options granted under the Plan shall be evidenced by
Award  Agreements in such form as the Committee shall from time to time approve.
Each  Agreement  shall  comply  with and be subject to the  following  terms and
conditions:

                                       4
(a) Participant's Agreement. Each Participant shall agree to remain in
     the  continuous  employ of the Company for a period of at least twelve (12)
     months from the Award Date or until Retirement,  if Retirement occurs prior
     to twelve (12) months from the date of the Option. Such Agreement shall not
     impose upon the Company any  obligation  to retain the  Participant  in its
     employ for any period.

          (b)  Option  Price.  The  Option  Price  per  share  of  Common  Stock
     purchasable  under an Option shall be  determined  by the  Committee at the
     time of grant but shall be not less than one hundred  percent (100%) of the
     Fair Market Value of the Common Stock at the Award Date,  provided that the
     Option Price per share of Common Stock subject to an Incentive Stock Option
     granted to an Insider  shall be no less than 110 percent of the Fair Market
     Value of the shares of Common Stock on the Award Date.

          (c)  Option  Term.  The  term of each  Option  shall  be  fixed by the
     Committee, but no Option which is designated as an ISO shall be exercisable
     more than ten (10) years after the date the ISO is granted,  provided  that
     the term of any  Incentive  Stock  Option  granted to an Insider  shall not
     exceed five (5) years.

          (d)  Exercisability.  Except as  provided in Section  13.2,  no Option
     shall  be  exercisable  either  in  whole  or in part  prior  to the  first
     anniversary of the Award Date.  Thereafter,  an Option shall be exercisable
     at such time or times and subject to such terms and  conditions  (including
     but not  limited  to  vesting  provisions)  as shall be  determined  by the
     Committee and set forth in the Award Agreement.  If the Committee  provides
     that any Option is exercisable only in  installments,  the Committee may at
     any time waive such installment exercise  provisions,  in whole or in part,
     based on such factors as the Committee may determine.

          (e) Method of Exercise.  Subject to whatever  installment exercise and
     waiting period provisions apply under subsection (d) above,  Options may be
     exercised in whole or in part at any time during the term of the Option, by
     giving written  notice of exercise to the Company  specifying the number of
     shares to be purchased. Such notice shall be accompanied by payment in full
     of  the  purchase   price  in  such  form  as  the  Committee  may  accept.
     Notwithstanding  the  foregoing,  an Option shall not be  exercisable  with
     respect to less than 100 shares of Common Stock unless the remaining shares
     covered  by an  Option  are fewer  than 100  shares.  If and to the  extent
     determined  by the  Committee  in its sole  discretion  at or after  grant,
     payment  in full or in part may also be made in the  form of  Common  Stock
     owned by the Participant (and for which the Participant has good title free
     and clear of any liens and  encumbrances  and with respect to any shares of
     Common Stock acquired upon the exercise of an Option,  has been held by the
     Optionee for a period of at least six (6) consecutive months) or Restricted
     Stock,  or by reduction in the number of shares issuable upon such exercise
     based,  in each case,  on the Fair Market  Value of the Common Stock on the
     last trading date preceding payment as determined by the Committee (without
     regard to any forfeiture  restrictions  applicable to Restricted Stock). No
     shares of stock shall be issued until  payment has been made. A Participant
     shall  generally  have  the  rights  to  dividends  or  other  rights  of a
     shareholder  with  respect to shares  subject to the Option when the person
     exercising  such option has given written notice of exercise,  has paid for
     such  shares  as  provided  herein,  and,  if  requested,   has  given  the
     representation  described in Section 14.1 of the Plan.  Notwithstanding the
     foregoing,  if  payment  in full or in part  has  been  made in the form of
     Restricted  Stock, an equivalent number of shares of Common Stock issued on
     exercise  of the  Option  shall be  subject  to the same  restrictions  and
     conditions,  and during the remainder of the Restriction Period [as defined
     in  Section   8.3(a)],   applicable  to  the  shares  of  Restricted  Stock
     surrendered therefor.

          (f)  Transferability of Options.  No Option may be sold,  transferred,
     pledged,  assigned,  or otherwise alienated or hypothecated,  other than by
     will or by the laws of descent and  distribution,  provided,  however,  the
     Committee  may,  in  its  discretion,  authorize  all  or  a  portion  of a
     Nonqualified Stock Option to be granted to an optionee to be on terms which
     permit transfer by such optionee to a Permitted  Transferee,  provided that
     (i) there may be no  consideration  for any such  transfer  (other than the
     receipt  of or  interest  in a  family  partnership  or  limited  liability
     company),  (ii) the stock option  agreement  pursuant to which such options
     are granted must be approved by the Committee,  and must expressly  provide
     for  transferability  in a manner consistent with this Section 6.4(f),  and
     (iii)  subsequent  transfers of  transferred  options  shall be  prohibited
     except those in accordance with Section  6.4(i).  Following  transfer,  any
     such options shall  continue to be subject to the same terms and conditions
     as were applicable immediately prior to transfer. The events of termination
     of service of Sections 6.4(g),  (h) and (i) hereof, and the tax withholding
     obligations of Section 13.3 shall continue

                                       5
to be applied with respect to the original  optionee,  following  which the
     options  shall  be  exercisable  by the  Permitted  Transferee  only to the
     extent,  and for the periods  specified in Sections 6(g), (h), and (i). The
     Company  shall not be obligated to notify  Permitted  Transferee(s)  of the
     expiration  or  termination  of any option.  Further,  all Options shall be
     exercisable during the Participant's lifetime only by such Participant and,
     in the case of a Nonqualified Stock Option, by a Permitted Transferee.  The
     designation  of a person  entitled to  exercise an Option  after a person's
     death will not be deemed a transfer.

          (g)  Termination  of Employment  for Reasons other than  Disability or
     Death.  Upon Termination of Employment for any reason other than on account
     of Disability or death,  each Option held by the Participant  shall, to the
     extent rights to purchase shares under such Option have accrued at the date
     of such  Termination of Employment and shall not have been fully exercised,
     be  exercisable,  in whole or in part, at any time within a period of three
     (3) months following Termination of Employment,  subject, however, to prior
     expiration  of the term of such  Options and any other  limitations  on the
     exercise  of such  Options  in effect at the date of  exercise.  Whether an
     authorized  leave of absence or absence because of military or governmental
     service shall constitute  Termination of Employment for such purposes shall
     be  determined by the  Committee,  which  determination  shall be final and
     conclusive.

          (h)  Termination of Employment  for  Disability.  Upon  Termination of
     Employment by reason of  Disability,  each Option held by such  Participant
     shall,  to the extent  rights to  purchase  shares  under the  Option  have
     accrued at the date of such  Retirement  or  Disability  and shall not have
     been fully exercised,  remain exercisable in whole or in part, for a period
     of one (1) year following such Termination of Employment, subject, however,
     to prior expiration according to its terms and other limitations imposed by
     the Plan. If the Participant dies after such Retirement or Disability,  the
     Participant's  Options  shall be  exercisable  in  accordance  with Section
     6.4(i) below.

          (i)  Termination  of  Employment  for  Death.   Upon   Termination  of
     Employment due to death,  each Option held by such Participant or Permitted
     Transferee shall, to the extent rights to purchase shares under the Options
     have accrued at the date of death and shall not have been fully  exercised,
     be exercisable,  in whole or in part, by the personal representative of the
     estate of the  Participant  or  Permitted  Transferee  or by any  person or
     persons who shall have acquired the Option directly from the Participant or
     Permitted  Transferee  by bequest or  inheritance  only under the following
     circumstances and during the following periods: (i) if the Participant dies
     while  employed by the Company or a Subsidiary,  at any time within one (1)
     year after his or her death,  or (ii) if the  Participant  dies  during the
     extended exercise period following  Termination of Employment  specified in
     Section  6.4(h),  at any time within the longer of such extended  period or
     three (3) months after death,  subject,  however, in any case, to the prior
     expiration  of the  term of the  Option  and any  other  limitation  on the
     exercise of such Option in effect at the date of exercise.

          (j)  Termination of Options.  Any Option that is not exercised  within
     whichever of the exercise periods specified in Sections 6.4(g),  (h) or (i)
     is applicable shall terminate upon expiration of such exercise period.

          (k) Purchase and Settlement Provisions.  The Committee may at any time
     offer to purchase  an Option  previously  granted,  based on such terms and
     conditions  as  the  Committee  shall  establish  and  communicate  to  the
     Participant  at the time that such offer is made. In addition,  if an Award
     Agreement  so  provides  at the Award Date or is  thereafter  amended to so
     provide, the Committee may require that all or part of the shares of Common
     Stock to be issued with respect to the exercise of an Option,  in an amount
     not greater  than the Fair Market  Value of the shares that is in excess of
     the  aggregate  Option  Price,  take  the  form of  Performance  Shares  or
     Restricted  Stock,  which  shall be valued on the date of  exercise  on the
     basis of the Fair Market  Value of such  Performance  Shares or  Restricted
     Stock  determined  without  regard  to  the  deferral   limitations  and/or
     forfeiture restrictions involved.

     6.5  Reload  Options.  Without in any way  limiting  the  authority  of the
Committee to make grants  hereunder,  and in order to induce employees to retain
ownership of shares of Common Stock, the Committee shall have the authority (but
not an obligation) to include within any Award  Agreement a provision  entitling
the  Participant  to a  further  Option  (a  "Reload  Option")  in the event the
Participant  exercises the Option evidenced by the Award Agreement,  in whole or

                                       6
in  part,  by  surrendering  shares  of  Common  Stock  previously  owned by the
Participant,  in accordance  with this Plan and the terms and  conditions of the
Award  Agreement.  A Reload  Option shall  entitle a  Participant  to purchase a
number of shares of Common Stock equal to the number of such shares so delivered
upon exercise of the original  Option and, in the  discretion of the  Committee,
the number of shares, if any, tendered to the Company to satisfy any withholding
tax liability  arising in connection with the exercise of the original Option. A
Reload  Option  shall:  (a) have an Option  Price of not less  than one  hundred
percent  (100%) of the per share Fair  Market  Value of the Common  Stock on the
date of grant  of such  Reload  Option;  (b)  have a term  not  longer  than the
remaining  term of the  original  Option at the time of  exercise  thereof;  (c)
become  exercisable  in the event  the  shares  acquired  upon  exercise  of the
original  Option  are held  for a  minimum  period  of time  established  by the
Committee;  and (d) be  subject  to  such  other  terms  and  conditions  as the
Committee may determine.

                                    ARTICLE 7
                            STOCK APPRECIATION RIGHTS

     7.1  Grant  of  SARs.   The  Committee  may  approve  the  grant  of  Stock
Appreciation  Rights  ("SARs")  that are related to Options  only.  A SAR may be
granted only at the time of grant of the related Option.  A SAR will entitle the
holder of the  related  Option,  upon  exercise of the SAR,  to  surrender  such
Option,  or any portion thereof to the extent  unexercised,  with respect to the
number of shares as to which such SAR is exercised, and to receive payment of an
amount  computed  pursuant  to Section  7.2.  Such  Option  will,  to the extent
surrendered,  then cease to be  exercisable.  A SAR  granted  hereunder  will be
exercisable at such time or times,  and only to the extent that a related Option
is  exercisable,  and will not be  transferable  except to the extent  that such
related Option may be transferable.

     7.2 Payment of SAR Amount.  Upon the exercise of a SAR, a Participant shall
be  entitled to receive  payment  from the  Company in an amount  determined  by
multiplying  (i) the  difference  between  the Fair  Market  Value of a share of
Common Stock on the date of exercise over the Option  Price,  by (ii) the number
of shares of Common  Stock with  respect to which the SAR is  exercised.  At the
discretion  of the  Committee,  the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.

                                    ARTICLE 8
                                RESTRICTED STOCK

     8.1 Awards of Restricted  Stock.  Shares of Restricted  Stock may be issued
either  alone or in  addition  to other  Awards  granted  under  the  Plan.  The
Committee shall determine the eligible persons to whom, and the time or times at
which,  grants of  Restricted  Stock  will be made,  the  number of shares to be
awarded,  the  price (if any) to be paid by the  Participant,  the time or times
within which such Awards may be subject to forfeiture,  the vesting schedule and
rights to  acceleration  thereof,  and all other  terms  and  conditions  of the
Awards.  The Committee  may  condition  the grant of  Restricted  Stock upon the
achievement  of specific  business  objectives,  measurements  of  individual or
business  unit or Company  performances,  or such other factors as the Committee
may determine.  The  provisions of Restricted  Stock awards need not be the same
with respect to each  Participant,  and such Awards to  individual  Participants
need not be the same in subsequent years.

     8.2 Awards and Certificates.  A prospective Participant selected to receive
a Restricted Stock shall not have any rights with respect to such Award,  unless
and until such Participant has executed an Award Agreement  evidencing the Award
and  has  delivered  a fully  executed  copy  thereof  to the  Company,  and has
otherwise  complied  with the  applicable  terms and  conditions  of such Award.
Further, such Award shall be subject to the following conditions:

          (a) Acceptance.  Awards of Restricted  Stock must be accepted within a
     period of 20 days (or such shorter  period as the  Committee may specify at
     grant) after the Award Date, by executing an Award  Agreement and by paying
     whatever  price (if any) the  Committee has  designated  for such shares of
     Restricted Stock.

          (b) Legend. Each Participant  receiving a Restricted Stock Award shall
     be issued a stock  certificate  in  respect  of such  shares of  Restricted
     Stock.   Such  certificate   shall  be  registered  in  the  name  of  such
     Participant,  and shall bear an appropriate  legend referring to the terms,
     conditions, and restrictions applicable to such Award, substantially in the
     following form:

                                       7
"The  transferability  of this certificate and the shares of
               stock  represented  hereby  are  subject  to the  terms  and
               conditions  (including  forfeiture) of the Universal  Forest
               Products,  Inc. Long Term Stock  Incentive  Plan and related
               Award  Agreement  entered into between the registered  owner
               and the Company,  dated  _____________.  Copies of such Plan
               and  Agreement  are on file in the  offices of the  Company,
               2801 East Beltline NE, Grand Rapids, Michigan 49525."

          (c) Custody.  The  Committee  may require that the stock  certificates
     evidencing  such  shares  be held  in  custody  by the  Company  until  the
     restrictions  thereon  shall have lapsed,  and that,  as a condition of any
     award of Restricted  Stock,  the  Participant  shall have  delivered a duly
     signed stock power, endorsed in blank, relating to the Common Stock covered
     by such Award.

     8.3  Restrictions  and Conditions.  The shares of Restricted  Stock awarded
pursuant  to this  Plan  shall be  subject  to the  following  restrictions  and
conditions:

          (a) Restriction Period. Subject to the provisions of this Plan and the
     Award Agreement,  during a period set by the Committee  commencing with the
     Award  Date and  expiring  not less than  twelve  (12)  consecutive  months
     thereafter  (the  "Restriction  Period"),  the  Participant  shall  not  be
     permitted to sell,  transfer,  pledge, or assign shares of Restricted Stock
     awarded under this Plan.  Subject to these limits,  the  Committee,  in its
     sole  discretion,  may  provide  for  the  lapse  of such  restrictions  in
     installments  and may accelerate or waive such  restrictions in whole or in
     part, based on service,  performance  and/or such other factors or criteria
     as the Committee may determine.

          (b) Rights as  Shareholder.  Except as provided in this subsection (b)
     and subsection (a) above,  the Participant  shall have, with respect to the
     shares  of  Restricted  Stock,  all of the  rights of a holder of shares of
     Common Stock of the Company  including the right to receive any  dividends.
     The Committee, in its sole discretion,  as determined at the time of Award,
     may permit or require  the  payment of  dividends  to be  deferred.  If any
     dividends or other  distributions  are paid in shares of Common Stock, such
     shares shall be subject to the same  restrictions  on  transferability  and
     forfeitability as the shares of Restricted Stock with respect to which they
     were paid.

          (c) Termination of Employment. Subject to the applicable provisions of
     the Award Agreement and this Article 8, upon  Termination of Employment for
     any reason  during the  Restriction  Period,  all  Restricted  Shares still
     subject to  restriction  will vest or be forfeited in  accordance  with the
     terms and conditions established by the Committee as specified in the Award
     Agreement.

          (d) Lapse of Restrictions.  If and when the Restriction Period expires
     without a prior  forfeiture of the Restricted  Stock,  the certificates for
     such shares shall be delivered to the Participant.

                                    ARTICLE 9
                               PERFORMANCE SHARES

     9.1 Award of Performance  Shares.  Performance Shares may be awarded either
alone or in addition to other  Awards  granted  under this Plan.  The  Committee
shall  determine  the  eligible  persons  to whom and the time or times at which
Performance  Shares  shall be awarded,  the number of  Performance  Shares to be
awarded to any person,  the  duration of the period (the  "Performance  Period")
during which, and the conditions under which,  receipt of the Performance Shares
will be deferred, and the other terms and conditions of the Award in addition to
those set forth in  Section  9.2,  as  specified  in the  Award  Agreement.  The
Committee may condition the grant of Performance  Shares upon the achievement of
specific  business  objectives,  measurements  of individual or business unit or
Company  performance,  or such other factors or criteria as the Committee  shall
determine.  The  provisions of the award of  Performance  Shares need not be the
same  with  respect  to  each   Participant,   and  such  Awards  to  individual
Participants need not be the same in subsequent years.

                                       8
9.2 Terms and  Conditions.  Performance  Shares  awarded  pursuant  to this
Article 9 shall be subject to the following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     related  Award  Agreement,  Performance  Shares may not be sold,  assigned,
     transferred, pledged or otherwise encumbered during the Performance Period.
     At the expiration of the Performance Period,  share certificates or cash of
     an equivalent value (as the Committee may determine in its sole discretion)
     shall be delivered to the Participant,  or his legal  representative,  in a
     number equal to the shares covered by the Award Agreement.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of Award,  amounts  equal to any cash  dividends  declared  during the
     Performance  Period  with  respect to the number of shares of Common  Stock
     covered by a Performance Share Award will not be paid to the Participant.

          (c) Termination of Employment.  Subject to the provisions of the Award
     Agreement and this Article 9, upon Termination of Employment for any reason
     during the Performance  Period for a given Award, the Performance Shares in
     question  will  vest or be  forfeited  in  accordance  with the  terms  and
     conditions established by the Committee at or after grant.

          (d) Accelerated  Vesting.  Based on service,  performance  and/or such
     other  factors or criteria as the  Committee may determine and set forth in
     the Award Agreement,  the Committee may, at or after grant,  accelerate the
     vesting of all or any part of any award of Performance  Shares and/or waive
     the deferral limitations for all or any part of such Award.

                                   ARTICLE 10
                            OTHER STOCK-BASED AWARDS

     10.1 Other  Awards.  Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise based
on, Common Stock ("Other Stock-Based Awards"), may be granted either alone or in
addition to or in tandem with Options,  SARs,  Restricted  Stock or  Performance
Shares.  Subject  to the  provisions  of this  Plan,  the  Committee  shall have
authority to  determine  the persons to whom and the time or times at which such
Awards  shall be made,  the  number  of shares  of  Common  Stock to be  awarded
pursuant to such awards,  and all other conditions of the Awards.  The Committee
may also  provide  for the grant of Common  Stock  under  such  Awards  upon the
completion  of  a  specified   performance   period.  The  provisions  of  Other
Stock-Based  Awards need not be the same with  respect to each  Participant  and
such Awards to individual Participants need not be the same in subsequent years.

     10.2 Terms and Conditions.  Other Stock-Based  Awards made pursuant to this
Article 10 shall be set forth in an Award  Agreement and shall be subject to the
following terms and conditions:

          (a) Nontransferability. Subject to the provisions of this Plan and the
     Award  Agreement,  shares of Common Stock subject to Awards made under this
     Article 10 may not be sold,  assigned,  transferred,  pledged, or otherwise
     encumbered prior to the date on which the shares are issued,  or, if later,
     the date on which  any  applicable  restriction,  performance  or  deferral
     period lapses.

          (b)  Dividends.  Unless  otherwise  determined by the Committee at the
     time of  Award,  subject  to the  provisions  of this  Plan  and the  Award
     Agreement,  the  recipient  of an  Award  under  this  Article  10 shall be
     entitled to receive,  currently or on a deferred stock basis,  dividends or
     other  distributions  with  respect to the number of shares of Common Stock
     covered by the Award.

          (c)  Vesting.  Any Award  under this  Article 10 and any Common  Stock
     covered  by any such  Award  shall  vest or be  forfeited  to the extent so
     provided in the Award  Agreement,  as determined by the  Committee,  in its
     sole discretion.

                                       9
(d)  Waiver  of  Limitation.   In  the  event  of  the   Participant's
     Retirement,  Disability or death, or in cases of special circumstances, the
     Committee may, in its sole discretion, waive in whole or in part any or all
     of the limitations imposed hereunder (if any) with respect to any or all of
     an Award under this Article 10.

          (e) Price.  Common  Stock  issued or sold under this Article 10 may be
     issued  or sold  for no cash  consideration  or such  consideration  as the
     Committee shall determine and specify in the Award Agreement.

                                   ARTICLE 11
                      TERMINATION OR AMENDMENT OF THE PLAN

     The Board may at any time amend,  discontinue or terminate this Plan or any
part  thereof  (including  any  amendment  deemed  necessary  to ensure that the
Company  may  comply  with any  applicable  regulatory  requirement);  provided,
however,  that,  unless  otherwise  required by law, the rights of a Participant
with  respect  to Awards  granted  prior to such  amendment,  discontinuance  or
termination,  may not be impaired  without the consent of such  Participant and,
provided  further,  without  the  approval  of the  Company's  shareholders,  no
amendment may be made which would (i) increase the aggregate number of shares of
Common  Stock that may be issued under this Plan (except by operation of Article
4 or by Section  13.1);  or (ii) decrease the option price of any Option to less
than one hundred  percent  (100%) of the Fair Market  Value on the date of grant
for an Option.  Awards may not be granted  under the Plan after the  Termination
Date,  but Awards  granted  prior to such date shall  remain in effect or become
exercisable pursuant to their respective terms and the terms of this Plan.

                                   ARTICLE 12
                                  UNFUNDED PLAN

     This Plan is intended to constitute  an  "unfunded"  plan for incentive and
deferred compensation. With respect to any payment not yet made to a Participant
by the Company,  nothing  contained  herein shall give any such  Participant any
rights that are greater than those of a general creditor of the Company.

                                   ARTICLE 13
                              ADJUSTMENT PROVISIONS

     13.1  Antidilution.  Subject to the  provisions  of this Article 13, if the
outstanding shares of Common Stock are increased,  decreased, or exchanged for a
different number or kind of shares or other securities,  or if additional shares
or new or different  shares or other  securities are distributed with respect to
such shares of Common Stock or other securities,  through merger, consolidation,
sale of all or substantially  all of the assets of the Company,  reorganization,
recapitalization,  reclassification,  stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or other
securities,  an appropriate and proportionate  adjustment may be made in (i) the
maximum  number and kind of shares  provided in Article 4 of the Plan,  (ii) the
number and kind of shares or other  securities  subject to the then  outstanding
Awards, and (iii) the price for each share or other unit of any other securities
subject to the then outstanding Awards.

     13.2 Change in Control.  Notwithstanding  Section 13.1, upon dissolution or
liquidation of the Company,  or upon a reorganization,  merger, or consolidation
of the Company with one or more corporations as a result of which the Company is
not the surviving corporation,  or upon the sale of all or substantially all the
assets of the Company,  all Awards then outstanding under the Plan will be fully
vested and exercisable  and all  restrictions  will  immediately  cease,  unless
provisions are made in connection  with such  transaction for the continuance of
the Plan and the assumption of or the substitution for such Awards of new Awards
covering  the  stock  of  a  successor  employer  corporation,  or a  parent  or
subsidiary  thereof,  with appropriate  adjustments as to the number and kind of
shares and prices.

     13.3 Adjustments by Committee.  Any adjustments pursuant to this Article 13
will be made by the Committee,  whose  determination as to what adjustments will
be made and the  extent  thereof  will be final,  binding,  and  conclusive.  No
fractional  interest  will be  issued  under  the  Plan on  account  of any such
adjustments. Only cash payments will be made in lieu of fractional shares.

                                       10
ARTICLE 14
                               GENERAL PROVISIONS

     14.1  Legend.  The  Committee  may require  each person  purchasing  shares
pursuant to an Award under the Plan to  represent  to and agree with the Company
in writing  that the  Participant  is  acquiring  the  shares  without a view to
distribution  thereof.  In  addition to any legend  required  by this Plan,  the
certificates  for such shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer.

     All  certificates for shares of Common Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities and Exchange  Commission,  any stock exchange upon which the Stock is
then listed,  any applicable Federal or state securities law, and any applicable
corporate  law, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

     14.2 No Right to  Employment.  Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect to
continuance of employment by the Company or any Subsidiary, nor shall there be a
limitation in any way on the right of the Company or any  Subsidiary by which an
employee is employed to terminate his or her employment at any time.

     14.3  Withholding of Taxes. The Company shall have the right to deduct from
any payment to be made pursuant to this Plan, or to otherwise require,  prior to
the  issuance or  delivery  of any shares of Common  Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld.  Unless  otherwise  prohibited by the Committee,
each  Participant may satisfy any such  withholding tax obligation by any of the
following means or by a combination of such means: (a) tendering a cash payment;
(b)  authorizing the Company to withhold from the shares  otherwise  issuable to
the  Participant  a number of shares  having a Fair Market  Value as of the "Tax
Date",  less than or equal to the amount of the withholding  tax obligation;  or
(c)  delivering  to the Company  unencumbered  shares  owned by the  Participant
having a Fair Market Value, as of the Tax Date, less than or equal to the amount
of the  withholding  tax  obligation.  The "Tax Date" shall be the date that the
amount of tax to be withheld is determined.

     14.4 No Assignment of Benefits.  No Option,  Award or other benefit payable
under this Plan shall, except as otherwise  specifically  transfer,  provided by
law, be subject in any manner to  anticipation,  alienation,  attachment,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge,  and  any  attempt  to
anticipate,  alienate,  attach,  sell,  transfer,  assign,  pledge,  encumber or
charge,  any such benefits  shall be void, and any such benefit shall not in any
manner  be  liable  for  or  subject  to  the  debts,  contracts,   liabilities,
engagements  or torts of any person who shall be entitled to such  benefit,  nor
shall it be subject to attachment or legal process for or against such person.

     14.5  Governing  Law. This Plan and actions  taken in  connection  herewith
shall be governed and construed in accordance with the laws and in the courts of
the state of Michigan.

     14.6  Application of Funds.  The proceeds  received by the Company from the
sale of shares of Common Stock  pursuant to Awards  granted under this Plan will
be used for general corporate purposes.

     14.7  Rights as a  Shareholder.  Except as  otherwise  provided in an Award
Agreement,  a Participant  shall have no rights as a shareholder  of the Company
until he or she becomes the holder of record of Common Stock.

                                  CERTIFICATION

     The  foregoing  Plan was duly adopted by the Board of Directors on the 20th
day of January, 1999, subject to approval by the Company's shareholders.

                                       _______________________________________
                                         Secretary
                                         Universal Forest Products, Inc.

                                       11