0001564590-16-013475 Sample Contracts

PERFORMANCE SHARE UNIT AGREEMENT FOR AWARDS GRANTED IN 2015
Performance Share Unit Agreement • February 26th, 2016 • Domtar CORP • Paper mills • Delaware

PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between Domtar Corporation, a Delaware corporation (the “Company”), and the participant whose name appears in the Notice of Grant (the “Participant”).

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RESTRICTED STOCK UNIT AGREEMENT FOR AWARDS GRANTED IN 2015
Restricted Stock Unit Agreement • February 26th, 2016 • Domtar CORP • Paper mills • Delaware

RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) dated as of the Grant Date set forth in the Notice of Grant (as defined below), by and between Domtar Corporation, a Delaware corporation (the “Company”), and the participant whose name appears in the Notice of Grant (the “Participant”).

ELEVENTH SUPPLEMENTAL INDENTURE FOR ADDITIONAL NOTE GUARANTEE
Eleventh Supplemental Indenture • February 26th, 2016 • Domtar CORP • Paper mills

This Eleventh Supplemental Indenture, dated as of November 4, 2015 (this “Supplemental Indenture”), among Palmetto Enterprises LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), Domtar Corporation, a Delaware corporation (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, as successor to The Bank of New York, as Trustee (the “Trustee”), under the Indenture referred to below.

STOCK OPTION AGREEMENT FOR AWARDS GRANTED IN 2015
Stock Option Agreement • February 26th, 2016 • Domtar CORP • Paper mills • Delaware

STOCK OPTION AGREEMENT (the “Agreement”), dated as of the Grant Date set forth in the Notice of Grant (as defined below), between Domtar Corporation, a Delaware corporation (the “Company”), and the Participant whose name appears in the Notice of Grant (the “Participant”), pursuant to the Amended and Restated Domtar Corporation 2007 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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