Exhibit
      10.22





**BUILDING
      MATERIALS HOLDING CORPORATION**


**SECOND
      AMENDED AND RESTATED**


**NON-EMPLOYEE
      DIRECTOR STOCK PLAN**





(Approved
      by the
      Board of Directors on February 18, 2000)





1.
            Purpose.





The
      purpose of the
      Second Amended and Restated Non-Employee Director Stock Plan (the “Amended
      Director Plan”) of Building Materials Holding Corporation (the “Company”) is to
      promote the interests of the Company by attracting and retaining highly
      qualified independent directors by providing such individuals with an investment
      interest in the Company’s future success.





2.
            Definitions.





The
      following
      definitions shall apply to this Amended Director Plan:





(a)  “ Annual
      Issue
      Date ”
shall
      mean, for
      each fiscal year, the date on which the stockholders of the Company have their
      regular annual meeting.





(b)  “ Board ”
or
“ Board
      of
      Directors ”
shall
      mean the
      Board of Directors of the Company.





(c)  “Eligible
      Director”
shall mean any person who is a member of the Board and who is not a full or
      part-time employee of the Company or of any parent or subsidiary corporation
      (as
      defined in Section 424 of the Internal Revenue Code of 1986, as amended) of
      the
      Company, and who has not been an employee of the Company or of any parent or
      subsidiary of the Company within one (1) year prior to participation in this
      Amended Director Plan.





(d)  “ Initial
      Issue
      Date ”
shall
      mean the
      later of (i) the date on which an Eligible Director is first elected as a member
      of the Board by action of the stockholders of the Company, or (ii) in the case
      of a director who has been an employee of the Company or a parent or subsidiary
      of the Company, the date on which such director becomes an Eligible
      Director.





(e)  “ Shares ”
shall
      mean shares
      of the Common Stock of the Company.





3.
            Administration.





(a)  General .  This
      Amended Director Plan shall be administered by the Board in accordance with
      the
      express provisions of this Amended Director Plan.





(b)  Powers
      of
      Board .  The
      Board shall have full and complete authority to adopt such rules and regulations
      and to make all such other determinations not inconsistent with this Amended
      Director Plan as may be necessary for the administration of this Amended
      Director Plan.  Notwithstanding the foregoing, the Company shall have
      no authority or discretion as to the persons eligible to receive Shares under
      this Amended Director Plan, which matters are specifically governed by the
      provisions of this Amended Director Plan.








4.
            Restrictions.





All
      Shares proposed
      to be issued under this Amended Director Plan shall be subject to the
      requirement that, if at any time the Company shall determine, in its discretion,
      that the listing, registration or qualification of such Shares issuable under
      this Amended Director Plan upon any securities exchange or under any state
      or
      federal law, or the consent or approval of any government regulatory body,
      is
      necessary or desirable as a condition of, or in connection with, the issuing
      of
      such Shares, such Shares may not be issued unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained free
      of
      any conditions not acceptable to the Company.





5.
            Shares
                Subject to Amended Director
                Plan.





(a)  Aggregate
      Number .  Subject
      to adjustment in accordance with Section 7(b), a total of 187,500 Shares are
      reserved for issuance under this Amended Director Plan, of which 13,500 shares
      are outstanding as of 12/31/2005.  Shares issued under this Amended
      Director Plan may be unissued Shares or reacquired Shares.





(b)  Rights
      as
      Stockholder .  No
      Eligible Director and no beneficiary or other person claiming under or through
      such Eligible Director shall have any rights as a stockholder with respect
      to
      Shares until the issuance (as evidenced by the appropriate entry on the books
      of
      the Company or a duly authorized transfer agent) of a stock certificate
      evidencing the Shares.  Subject to Section 7(b), no adjustment shall
      be made for dividends or other events for which the record date if prior to
      the
      date the certificate is issued.





(c)  Rights
      with
      Respect to Shares .  No
      Eligible Director and no beneficiary or other person claiming under or through
      such Eligible Director shall have any right, title or interest in or to any
      Shares until such Shares are duly issued pursuant to the terms of this Amended
      Director Plan.





6.
            Nondiscretionary
                Awards.





Shares
      will be
      automatically issued to the Eligible Directors as follows:





(a)  Initial
      Issuances .  On
      the
      Initial Issue Date, the Company shall issue to each Eligible Director (except
      for the Eligible Directors who are members of the Board as of the effective
      date
      of this Amended Director Plan) the number of Shares equal to Twenty-Five
      Thousand Dollars ($25,000) divided by the closing price on the relevant Initial
      Issue Date of one Share on the Nasdaq National Market, rounded up to the nearest
      100 shares, for a purchase price of $0.01 per Share.





(b)  Regular
      Annual
      Issuances .  On
      each Annual Issue Date, immediately after the annual election of directors,
      the
      Company shall issue to each Eligible Director then in office the number of
      Shares equal to Twenty-Five Thousand Dollars ($25,000) divided by the closing
      price on the relevant Annual Issue Date of one Share on the Nasdaq National
      Market, rounded up to the nearest 100 shares, for a purchase price of $0.01
      per
      Share.








(c)  Adjustment .  The
      number of Shares issued in accordance with this Section 6 shall be subject
      to
      adjustment in accordance with Section 7(b).





7.
            Terms
                of
                Awards.





(a)  Termination
      of
      Membership on the Board .  If
      an
      Eligible Director’s membership on the Board terminates for any reason, no
      further Shares shall be issued under this Amended Director Plan to such Eligible
      Director on or after such date of termination.





(b)  Capitalization
      Changes.  If any change is made in the Shares subject to this Amended
      Director Plan through merger, consolidation, reorganization, recapitalization,
      stock dividend, dividend in property other than cash, stock split, liquidating
      dividend, combination of shares, exchange of shares, change in corporate
      structure, or any other capital reorganization, the Board shall make appropriate
      adjustments as to the maximum number of Share subject to this Amended Director
      Plan.





(c)  Withholding
      Taxes.  Whenever Shares are to be issued under this Amended Director
      Plan, the Company shall have the right to require payment to the Company by
      the
      person to receive such Shares of an amount sufficient to satisfy federal, state
      and local withholding ax requirements prior to delivery of any certificate
      or
      certificates representing such Shares.  Payment of withholding taxes
      may be made by delivery of Company stock to the
      Company.





8.
            Legal
                Requirements.





Shares
      shall not be
      offered or issued under this Amended Director Plan unless the offer, issuance
      and delivery of such Shares shall comply with all applicable provisions of
      law,
      domestic or foreign, including, without limitation, the Securities Act of 1933,
      as amended, and the requirements of any stock exchange upon which the Shares
      may
      then be listed.  As a condition precedent to the issuance of Shares
      pursuant to an award under this Amended Director Plan, the Company may require
      an Eligible Director to take any reasonable action to comply with such
      requirements.  Any certificates representing Shares shall bear
      appropriate legends.





9.
            Amendment
                and Interpretation of Amended Director
                Plan.





(a)  Stockholder
      Approval Required .  The
      Board may amend this Amended Director Plan at any time.  No amendment
      adopted without stockholder approval may (i) increase the number of Shares
      which
      may be issued hereunder, (ii) modify the requirements as to eligibility for
      participation, or (iii) materially increase the benefits accruing under this
      Amended Director Plan.





(b)  Prohibited
      Amendments .  No
      amendment shall change the nondiscretionary manner in which awards are made
      under Section 6.





(c)  Interpretation .  Questions
      of interpretation of any of the provisions of this Amended Director Plan shall
      be resolved by legal counsel for the Company selected by the Chief Executive
      Officer of the Company.








10.
            Termination
                or Suspension of Amended Director Plan.





The
      Board at any
      time may suspend or terminate this Amended Director Plan.  This
      Amended Director Plan, unless sooner terminated, shall terminate on February
      19,
      2008.  No Shares may be issued under this Amended Director Plan while
      this Amended Director Plan is suspended or after it is terminated.





11.
            Effective
                Date; Stockholder Approval.





This
      Amended
      Director Plan has been approved by the Board and shall become effective on
      February 18, 2000, subject to its approval by the stockholders of the
      company.  If the stockholders fail to approve this Amended Director
      Plan, within twelve (12) months from the effective date hereof, the Amended
      and
      Restated Non-Employee Director Stock Option Plan shall continue in effect in
      the
      form existing prior to this amendment.





12.
            Director
                Status.





Nothing
      in this
      Amended Director Plan or in any instrument executed pursuant hereto shall confer
      upon any Eligible Director any right to continue as a member of the Board of
      the
      Company or any parent or subsidiary thereof.





13.
            Other
                Plans.





Nothing
      in this
      Amended Director Plan is intended to be a substitute for, or shall preclude
      or
      limit the establishment or continuation of, any other plan, practice or
      arrangement for the payment of compensation or benefits to directors generally,
      which the Company now has or may hereafter lawfully put into effect, including,
      without limitation, any retirement, pension, insurance, stock purchase,
      incentive compensation or bonus plan.





14.
            Applicable
                Law.





This
      Amended
      Director Plan shall be governed by, interpreted under, and construed and
      enforced in accordance with the laws of the State of Delaware, excluding choice
      of law provisions thereof.





15.
            Successors
                and Assigns.





This
      Amended
      Director Plan shall be binding upon the successors and assigns of the Company
      and upon each Eligible Director and such Eligible Director’s heirs, executors,
      administrators, personal representatives, permitted assignees and successors
      in
      interest.





Approved
      by the
      Board on February 18, 2000.