Exhibit
        10.44
  
 
 
 
 
 
 **BUILDING
        MATERIALS HOLDING CORPORATION**
 
 
 
 
 
 
  
 **1999
        DEFERRED COMPENSATION PLAN**
 **FOR
        DIRECTORS**
 
 Effective
          Date:
          August 1, 1999
  As
          Amended as of
          November 18, 2002
 
  **TABLE
        OF
        CONTENTS**
 Plan
                    Provisions
                
                
                
                PageSection
                    1
                
                Definitions
                
                1Section 2
                
                Eligibility
                
                2Section 3
                
                Deferred
                    Compensation
                
                3Section 4
                
                Designation
                    of Beneficiary
                
                7Section
                    5
                
                Change
                    in
                    Control
                
                7Section 6
                
                Trust
                    Provisions
                
                8Section 7
                
                Amendment
                    and
                    Termination
                
                8Section 8
                
                Administration
                
                8Section 9
                
                General
                    and
                    Miscellaneous
                
                9
  i




**BUILDING
      MATERIALS HOLDING CORPORATION**


**1999
      DEFERRED COMPENSATION PLAN**


**FOR
      DIRECTORS**




Building
      Materials
      Holding Corporation, a Delaware corporation (referred to hereafter as the
“Company”) hereby establishes an unfunded plan for the purpose of providing
      deferred compensation for a select group of nonemployee directors and management
      consultants.




*R
      E C I T A L
      S*




WHEREAS,
      those
      Participants identified by the Compensation Committee of the Board of Directors
      of the Company or any other committee designated by the Board of Directors
      of
      the Company to administer this Plan in accordance with Section 8 hereof
      (hereinafter referred to as the “Committee”) as eligible to participate in this
      Plan (each of whom are referred to hereafter as the “Participant” or
      collectively as the “Participants”) provide services to the Company;
      and




WHEREAS,
      Company
      desires to adopt an unfunded deferred compensation plan and the Participants
      desire the Company to pay certain deferred compensation and/or related benefits
      to or for the benefit of Participants, or a designated Beneficiary, or
      both;




NOW,
      THEREFORE, the
      Company hereby establishes this deferred compensation plan.




**SECTION
      1**


**DEFINITIONS**




1.1  “Account”
shall
      mean the separate account(s) established under this Plan and the Trust for
      each
      Participant. The term Account shall include the Cash Account and the Stock
      Account, except where the context indicates otherwise. Company shall furnish
      each participant with a statement of his or her account balances at least
      annually.




1.2  “Beneficiary”
shall
      mean the Beneficiary designated by the Participant to receive Participant’s
      deferred compensation benefits in the event of his or her death.




1.3  “Change
      in Control”
shall have the meaning set forth in Section 5.1 of the Plan.




1.4  “Code”
shall
      mean
      the Internal Revenue Code of 1986, as amended from time to time, and the rules
      and regulations promulgated thereunder.




1.5  “Committee”
shall
      mean the Compensation Committee of the Board of Directors of the Company or
      any
      other committee designated by the Board of Directors of the company to
      administer this Plan in accordance with Section 8 hereof.




1.6  “Compensation”
      shall mean any and all cash amounts ("Fees") payable or shares of Common Stock
      ("Shares") issuable by the Company to Participants for services rendered as
      described in Section 3.3.




1.7  "Effective
      Date"
      shall mean August 1, 1999.




1.8  "Participant"
      shall
      mean any individual who is either (a) a member of the Board of Directors who
      is
      not an employee of Company, or (b) providing management consultation to the
      Company in his or her capacity as an independent contractor.




1




1.9  "Company"
      shall
      mean Building Materials Holding Corporation, a Delaware Corporation, and any
      successor organization thereto.




1.10  "Company
      Contributions" shall mean the Company's discretionary contribution, if any,
      pursuant to Section 3.1(b) of the Plan.




1.11  "Hardship"
      shall
      have the meaning set forth in Section 3.5 of the Plan.




1.12  "Plan
      Year" shall
      mean the year beginning each January 1 and ending December 31; notwithstanding
      the foregoing, the initial Plan Year shall mean the period beginning with the
      Effective Date and ending on December 31, 1999.




1.13  "Plan"
      shall mean
      the Building Materials Holding Corporation 1999 Deferred Compensation Plan
      For
      Directors.




1.14  "Permanent
      Disability" shall mean that the Participant is unable to engage in any
      substantial gainful activity by reason of any medically determinable physical
      or
      mental impairment that can be expected to result in death or otherwise meets
      the
      definition of "Permanent Disability" as set forth in the Company's Long Term
      Disability Plan. A Participant will not be considered to have a Permanent
      Disability unless he or she furnishes proof of such condition sufficient to
      satisfy the Company, in its sole discretion.




1.15  "Trust"
      or "Trust
      Agreement" shall mean the Building Materials Holding Corporation 1999 Deferred
      Compensation Plan Rabbi Trust Agreement For Directors, including any amendments
      thereto, entered into between the Company and the Trustee to carry out the
      provisions of the Plan.




1.16  "Trust
      Fund" shall
      mean the cash and other assets and/or properties held and administered by
      Trustee, other than Shares, pursuant to the Trust to carry out the provisions
      of
      the Plan.




1.17  "Trustee"
      shall
      mean the designated Trustee acting at any time under the Trust.




**SECTION
      2**


**ELIGIBILITY**




2.1  Eligibility .
      Eligibility to
      participate in the Plan shall be limited to Participants of the Company who
      (a)
      are classified as nonemployee directors or independent contractors, and (b)
      have
      been selected by the Committee to participate in the Plan. The Committee shall
      designate Participants who shall be covered by this Plan in a separate
      Acknowledgment (in the form attached hereto as Appendix 1) for each such
      Participant. Participation in the Plan shall commence as of the date such
      Acknowledgment is signed by the Participant and delivered to the Company,
      provided that deferral of Compensation under the Plan shall not commence until
      the Participant has complied with the election procedures set forth in Section
      3.3. Nothing in the Plan or in the Acknowledgment should be construed to require
      any contributions to the Plan on behalf of the Participant by
      Company.




2




**SECTION
      3**


**DEFERRED
      COMPENSATION**




3.1  Deferred
      Compensation .




(a)  Each
      Eligible
      Participant may elect, in accordance with Section 3.3 of this Plan, to defer
      annually the receipt of a portion of the Fees and/or Shares for active service
      otherwise payable to him or her by Company during each year or portion of a
      year
      that the Participant shall provide services to the Company. The minimum dollar
      amount of Fees that may be deferred per annum is $5,000. The minimum percentage
      of Shares that may be deferred per annum is 100%.




(b)  Accounts .
      The Company shall
      establish on its books one or two separate accounts (individually, an
      " Account "
      and collectively,
      the " Accounts ")
      for each
      Participant who participates in the Plan: a Stock Account and a Cash Account.
      The number of Shares deferred by a Participant shall be credited to the Stock
      Account. Fees deferred by a Participant shall be credited to the Stock Account
      or the Cash Account as elected by the Participant at the time the Participant
      elects to defer Fees. Such election may be divided between the two Accounts
      in
      increments of 25 percent of the deferred Fees covered by the election. An
      election between the Stock Account and the Cash Account shall be irrevocable
      as
      to the deferred Fees covered by the election and no transfers between the Stock
      Account and the Cash Account shall be permitted. The credit for deferred Fees
      shall be entered on the Company's books of account each quarter at the time
      that
      Fees are paid to other Participants who do not elect to defer the payment of
      such Fees. The credit for deferred Shares shall be entered on the Company's
      books of account as soon as practicable after the Company's annual shareholders'
      meeting of the year subject to the deferral. No special fund shall be
      established nor shall any notes or securities be issued by the Company with
      respect to a Participant's Accounts.




(c)  Stock
      Account .
      A Participant's
      Stock Account shall be denominated in shares of Common Stock, including
      fractional shares. With respect to the number of Shares deferred to a
      Participant's Stock Account, the Account will be credited with a number of
      shares equal to the deferred shares granted. With respect to each amount of
      Fees
      deferred to a Participant's Stock Account, the Stock Account shall be credited
      with a number of shares equal to the deferred Fees divided by the fair market
      value of the shares of Common Stock on the date the Fees would otherwise have
      been payable.




(d)  Changes
      to
      Elections .
      The amount or
      percentage of Fees or Shares that Participant elects to defer under Section
      3.3
      will remain constant for the year of the election and shall not be subject
      to
      change during such year; each such election or discontinuance of election will
      continue in force for each successive year until or unless suspended or modified
      by the filing of a subsequent election with the Company by the Participant
      in
      accordance with Section 3.3 of the Plan.




(e)  Company
      shall not
      be obligated to make any other contribution to the Plan on behalf of any
      Participant at any time. Company may make Company Contributions to the Plan
      on
      behalf of one or more Participants. Company Contributions, if any, made to
      Cash
      Accounts of Participants shall be determined in the sole and absolute discretion
      of the Company, and may be made without regard to whether the Participant to
      whose Cash Account such contribution is credited has made, or is making,
      contributions pursuant to Section 3.1(a). The Company shall not be bound or
      obligated to apply any specific formula or basis for calculating the amount
      of
      any Company Contributions, and Company shall have sole and absolute discretion
      as to the allocation of Company Contributions among participating Participant
      Cash Accounts. The use of any particular formula or basis for making a Company
      Contribution in one year shall not bind or obligate the Company to use such
      formula or basis in any other year. .




3




3.2  Payment
      Of
      Account Balances .




(a)  The
      Participant
      shall elect whether he or she will receive distribution of his or her entire
      Cash Account and Stock Account, subject to tax withholding requirements, (i)
      upon reaching a specified age, (ii) upon passage of a specified number of years,
      (iii) upon termination of association of Participant with Company, (iv) upon
      the
      earlier to occur of (A) termination of Participant's association with Company
      or
      (B) passage of a specified number of years, or (v) upon the later to occur
      of
      (A) termination of Participant's association with Company or (B) passage of
      a
      specified number of years, as elected by Participant in accordance with the
      form
      attached hereto as Appendix 2. A designation of the date of distribution shall
      be required as a condition of participation under this Plan. The Participant
      shall also elect to receive all amounts payable to him or her in a lump sum
      or
      in equal monthly installments over a designated period of five or ten years
      for
      the cash distribution or annual installments over a designated period up to
      five
      years for the stock distribution, pursuant to the provisions of Section 3.2(d.
      Any change to such election regarding the timing and form of distribution shall
      be required of the Participant prior to the year of participation and must
      be in
      affect for at least one year prior to a distribution while continuously
      employed. If the eligible employee’s most recent change of payment designation
      has not been filed one (1) calendar year prior to the year in which the employee
      ceases as an employee of the Company, the prior election shall be used to
      determine the form of payment. These elections shall be made in accordance
      with
      Section 3.4 of this Plan.




(b)  Upon
      termination of
      Participant's association with Company by reason of death or Permanent
      Disability prior to the date when payment of Account balances otherwise would
      commence under the provisions of Section 3.2(a), Participant or Participant's
      designated Beneficiary will be entitled to receive all amounts credited to
      the
      Cash Account or Stock Account of Participant as of the date of his or her death
      or Permanent Disability (notwithstanding any contrary election to receive
      distributions under the first sentence of Section 3.2(a)). Upon termination
      of
      Participant's association with Company by reason other than death or Permanent
      Disability prior to the date when payment of Account balances otherwise would
      commence under the provisions of Section 3.2(a), the Company may, in the sole
      discretion of the Committee, distribute to Participant or Participant's
      designated Beneficiary all amounts credited to the Participant's Cash Account
      and all Shares credited to the Participant's Stock Account as of the date of
      such termination (notwithstanding any contrary election to receive distributions
      under the first sentence of Section 3.2(a)). Said amounts shall be payable,
      pursuant to the provisions of Section 3.2(d).




(c)  Upon
      the death of
      Participant prior to complete distribution to him or her of the entire balance
      of his or her Cash Account or Stock Account (and after the date of termination
      of employment with Company), the balance of his or her Cash Account or Stock
      Account on the date of death shall be payable to Participant's designated
      Beneficiary pursuant to Section 3.2(d).




(d)  The
      Company shall
      distribute or direct distribution of the balance of amounts or number of Shares
      previously credited to Participant's Cash Account or Stock Account, in a lump
      sum, or in monthly installments over a period of five (5) or ten (10) years
      as
      Participant shall designate. A designation of the form of distribution shall
      be
      required as a condition of participation under this Plan. Distribution of the
      lump sum or the first installment shall be made or commence within ninety (90)
      days following the date specified in the first sentence of Section 3.2(a).
      Subsequent installments, if any, shall be made on the first day of each month
      following the first installment as determined by Company. The amount of each
      installment shall be calculated by dividing the Cash Account balance or the
      number of Shares in the Stock Account as of the date of the distribution by
      the
      number of installments remaining pursuant to the Participant's distribution
      election. Each such installment, if any, shall take into account earnings
      credited to the balance of the Account remaining unpaid. The Participant's
      distribution election shall be in the form attached hereto as Appendix
      2.




4





(e)
      A director (or,
      after a director’s death, his or her Beneficiary) may elect, at any time, to
      withdraw all or part of his or her Account balance less a withdrawal penalty
      equal to 10% of such amount (the net amount shall be referred to as the
      "Withdrawal Amount"). This election can be made at any time, before or after
      Retirement, Permanent Disability, death or termination of employment, and
      whether or not the Employee (or Beneficiary) is in the process of being paid
      pursuant to an installment payment schedule. The Employee (or his or her
      Beneficiary) shall make this election by giving the Committee advance written
      notice of the election in a form determined from time to time by the Committee.
      The Employee (or his or her Beneficiary) shall be paid the Withdrawal Amount
      within 20 days of his or her election. Once the Withdrawal Amount is paid,
      the
      withdrawal penalty shall be permanently forfeited.




3.3  Election
      To
      Defer Compensation .
      Each election of
      a Participant to defer Compensation as provided in Section 3.1 of this Plan
      shall be in writing, signed by the Participant, and delivered to Company,
      together with all other documents required under the provisions of this Plan,
      at
      least twenty (20) days prior to the beginning of the Plan Year with respect
      to
      which the Compensation to be deferred is otherwise payable to Participant;
      provided, however, that an Participant who is elected as a director during
      a
      Plan Year shall have twenty (20) days from the date of such election in which
      to
      submit the required election documents for the then-current Plan Year. For
      the
      Plan Year beginning August 1, 1999 only, each Participant shall have until
      August 20, 1999, in which to make an election for that Plan Year. Any deferral
      election made by Participant shall be irrevocable with respect to any
      Compensation covered by such election, including Compensation payable in the
      Plan Year in which the election suspending or modifying the prior deferral
      election is delivered to Company. The Company shall withhold the amount or
      percentage of Compensation specified to be deferred in equal amounts at the
      time
      or times such Compensation is or otherwise would be paid to the Participant.
      The
      election to defer Compensation shall be in the form attached as Appendix
      3.




3.4  Distribution
      Election .
      Each distribution
      election of an Participant as provided in Section 3.2 of this Plan shall be
      in
      writing, signed by the Participant, and delivered to Company, together with
      all
      other documents required under the provisions of this Plan, at least twenty
      (20)
      days prior to the beginning of the Plan Year with respect to which the
      distribution election is to apply; provided, however, that a Participant who
      is
      elected as a director during a Plan Year and becomes eligible immediately to
      participate in the Plan shall have twenty (20) days from the date of such
      election in which to submit the required election documents for the then-current
      Plan Year. For the Plan Year beginning August 1, 1999 only, each Participant
      shall have until August 31, 1999, in which to make a distribution election
      for
      that Plan Year. Any distribution election made by Participant shall be
      irrevocable with respect to any Compensation covered by such election.
      Participant's distribution election shall be in the form attached hereto as
      Appendix 2. Benefits payable to a Participant from a Stock Account shall only
      be
      paid to such Participant as a distribution of Common Stock plus cash for
      fractional shares. Benefits payable to a Participant from a Cash Account shall
      only be paid to such Participant in cash.




5




3.5  Payment
      Upon
      Change in Control .
      Notwithstanding
      any other provisions of this Plan, the aggregate balances credited to and held
      in the Participants' Cash Account or Stock Account shall be distributed to
      Participants in a lump sum within thirty (30) days of a Change in Control,
      as
      defined in Section 5.1.




3.6  Hardship .




(a)  A
      Participant may
      apply for distributions from his or her Cash Account or Stock Account to the
      extent that the Participant demonstrates to the reasonable satisfaction of
      the
      Committee that he or she needs the funds due to Hardship. For purposes of this
      Section 3.6, a distribution is made on account of Hardship only if the
      distribution is made on account of an unforeseeable immediate and heavy
      financial need of the Participant and is necessary to satisfy that financial
      need. Whether a Participant has an immediate and heavy financial need shall
      be
      determined by the Committee based on all relevant facts and circumstances,
      and
      shall include, but not be limited to: the need to pay funeral expenses of a
      family member; the need to pay expenses for medical care for Participant, the
      Participant's spouse or any dependent of Participant; or payments necessary
      to
      prevent the eviction of Participant from Participant's principal residence
      or
      foreclosure on the mortgage on that residence. A Hardship distribution shall
      not
      exceed the amount required to relieve the financial need of the Participant,
      nor
      shall a Hardship distribution be made if the need may be satisfied from other
      resources reasonably available to the Participant. For purposes of this
      paragraph, a Participant's resources shall be deemed to include those assets
      of
      the Participant's spouse and minor children that are reasonably available to
      the
      Participant. Prior to approving a Hardship distribution, Company shall require
      the Participant to certify in writing that the Participant's financial need
      cannot reasonably be relieved:




(i)  through
      reimbursement or compensation by insurance or otherwise;




(ii)  by
      cessation of
      elective contributions or Participant contributions under the Plan;
      or




(iii)  by
      other
      distributions or nontaxable (at the time of the loan) loans from plans
      maintained by the Company or any other organization maintaining a plan in which
      the Participant participates, or by borrowing from commercial sources on
      reasonable commercial terms, in an amount sufficient to satisfy the
      need.




(b)  Any
      Participant
      receiving a Hardship distribution under this section shall be ineligible to
      defer any additional compensation under the Plan until the first day of the
      Plan
      Year following the second anniversary of the date of the distribution. In
      addition, a new Election of Deferral must be submitted to the Company as a
      condition of participation in the Plan.




3.7  Participant's
      Rights Unsecured. The right of the
      Participant or his or her designated Beneficiary to receive a distribution
      hereunder shall be an unsecured claim against the general assets of the Company,
      and neither the Participant nor his or her designated Beneficiary shall have
      any
      rights in or against any amount credited to his or her Cash Account or Stock
      Account or any other specific assets of the Company, except as otherwise
      provided in the Trust. Nothing contained in this Plan, and no action taken
      pursuant to its provisions, shall create or be construed to create a trust
      of
      any kind or a fiduciary relationship between the Plan and the Company or any
      other person.




3.8  Investment
      of
      Contribution .




(a)  The
      investment
      options available to each Participant shall be determined by the Company and
      set
      forth in a separate written document, a copy of which shall be attached hereto
      and by this reference is incorporated herein. Each Participant shall have the
      sole and exclusive right to direct the Trustee as to the investment of his
      or
      her Cash Account in accordance with policies and procedures implemented by
      the
      Trustee. Company shall not be liable for any investment decision made by any
      Participant while such funds are held by the Trustee.




6




(b)  Cash
      Accounts shall
      be credited with the actual financial performance or earnings generated by
      such
      investments directed by the Participant and made by the Trustee, until the
      Cash
      Account has been fully distributed to the Participant or to the Participant's
      designated Beneficiary. Stock Accounts shall only be credited with any dividends
      or other distributions received in respect of the Shares.




(c)  Notwithstanding
      in
      this Section 3.8 to the contrary, the Committee may determine not to take
      account of Participant's designated investments and determine to have the
      Participant's Account invested in any other manner as the Committee shall
      determine.




3.9  Voting
      of Shares
      Held in Stock Accounts .
      At the time of
      mailing of notice of each annual or special stockholders' meeting of the
      Company, the Company shall send a copy of the notice and all proxy solicitation
      materials to each Participant who has Shares held in a Stock Account, together
      with a voting direction form for return to the proxy holder or its designee.
      The
      Participant shall have the right to direct the proxy holder as to the manner
      in
      which the proxy holder is to vote the Shares credited to the Participant's
      Stock
      Account. The proxy holder shall not vote shares for which it has received no
      directions from the Participant. With respect to all rights other than the
      right
      to vote, the Company shall follow the directions of the Participant and if
      no
      such directions are received, the directions of the Committee.




**SECTION
      4**


**DESIGNATION
      OF BENEFICIARY**




4.1  Designation
      of
      Beneficiary .
      Participant may
      designate a Beneficiary or Beneficiaries to receive any amount due hereunder
      by
      Participant via written notice thereof to Company at any time prior to his
      or
      her death and may revoke or change the Beneficiary designated therein without
      the Beneficiary's consent by written notice delivered to Company at any time
      and
      from time to time prior to Participant's death. If Participant is married and
      a
      resident of a community property state, one half of any amount due hereunder
      which is the result of an amount contributed to the Plan during such marriage
      is
      the community property of the Participant's spouse and Participant may designate
      a Beneficiary or Beneficiaries to receive only the Participant's one-half
      interest. If Participant shall have failed to designate a Beneficiary, or if
      no
      such Beneficiary shall survive him or her, then such amount shall be paid to
      his
      or her estate. Designations of Beneficiaries shall be in the form attached
      hereto in Appendix 4.




**SECTION
      5**


**CHANGE
      IN
      CONTROL**




5.1  Change
      in
      Control .
      For purposes of
      this Trust, a "Change of Control" means the happening of any of the
      following:




(i)  When
      any "person,"
      as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
      Act
      of 1934 as amended ("Exchange Act") (other than the Company, a Subsidiary or
      a
      Company benefit plan, including any trustee of such plan acting as trustee)
      is
      or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of securities of the Company representing fifty
      percent (50%) or more of the combined voting power of the Company's then
      outstanding securities, where such person's beneficial ownership of the
      Company's securities was not initiated by the Company or approved by the
      Company's Board of Directors; or




7




(ii)  The
      occurrence of a
      transaction requiring shareholder approval, and involving the sale of all or
      substantially all of the assets of the Company or the merger of the Company
      with
      or into another corporation, where such merger was not initiated by the Company
      and in which Company is not the surviving parent entity; or




(iii)  A
      change in the
      composition of the Board of Directors of the Company, as a result of which
      fewer
      than a majority of the directors are Incumbent Directors. "Incumbent Directors"
      shall mean directors who either (A) are directors of the Company as of April
      30,
      2001, or (B) are elected, or nominated for election, to the Board of Directors
      of the Company with the affirmative votes of at least a majority of the
      Incumbent Directors at the time of such election or nomination (but shall not
      include an individual whose election or nomination is in connection with an
      actual or threatened proxy contest relating to the election of directors to
      the
      Company); or




(iv)
      Any
      liquidation or dissolution of the Company.




**SECTION
      6**


**TRUST
      PROVISIONS**




6.1  Trust
      Agreement .
      The Company may
      establish the Trust for the purpose of retaining assets set aside by Company
      pursuant to the Trust Agreement for payment of all or a portion of the amounts
      payable pursuant to the Plan. Any benefits not paid from the Trust shall be
      paid
      solely from Company's general funds, and any benefits paid from the Trust shall
      be credited against and reduced by a corresponding amount the Company's
      liability to Participants under the Plan. No special or separate fund, other
      than the Trust Agreement, shall be established and no other segregation of
      assets shall be made to assure the payment of any benefits hereunder. All Trust
      Funds shall be subject to the claims of general creditors of the Company in
      the
      event the Company is Insolvent as defined in Section 3 of the Trust Agreement.
      The obligations of the Company to pay benefits under the Plan constitute an
      unfunded, unsecured promise to pay and Participants shall have no greater rights
      than general creditors of the Company.




**SECTION
      7**


**AMENDMENT
      AND TERMINATION**




7.1  Amendment .
      The Committee
      shall have the right to amend this Plan at any time and from time to time,
      including a retroactive amendment. Any such amendment shall become effective
      upon the date stated therein, and shall be binding on all Participants, except
      as otherwise provided in such amendment; provided, however, that said amendment
      shall not affect adversely benefits payable to an affected Participant without
      the Participant's written approval.




**SECTION
      8**


**ADMINISTRATION**




8.1  Administration .
      The Committee
      shall administer and interpret this Plan in accordance with the provisions
      of
      the Plan and the Trust Agreement. Any determination or decision by the Committee
      shall be conclusive and binding on all persons who at any time have or claim
      to
      have any interest whatever under this Plan.




8.2  Liability
      of
      Committee Indemnification .
      To the maximum
      extent permitted by law, the Committee shall not be liable to any person for
      any
      action taken or omitted in connection with the interpretation and administration
      of this Plan unless attributable to his or her own bad faith or willful
      misconduct. The Committee may employ legal counsel, consultants, actuaries
      and
      agents as they may deem desirable in the administration of the Plan and may
      rely
      on the opinion of such counsel or the computations of such consultant or other
      agent. The Committee shall provide for the keeping of detailed written minutes
      of its actions hereunder which shall be reviewed by the legal counsel or the
      consultant engaged by the Committee prior to their finalization.




8




8.3  Expenses .
      The costs of the
      establishment of the Plan and the adoption of the Plan by Company, including
      but
      not limited to legal and accounting fees, shall be borne by Company. The
      expenses of administering the Plan shall be borne by the Trust; provided,
      however, that Company shall bear, and shall not be reimbursed by, the Trust
      for
      any tax liability of Company associated with the investment of assets by the
      Trust.




**SECTION
      9**


**GENERAL
      AND
      MISCELLANEOUS**




9.1  Rights
      Against
      Company .
      Except as
      expressly provided by the Plan, the establishment of this Plan shall not be
      construed as giving to any Participant or to any person whomsoever, any legal,
      equitable or other rights against the Company, or against its officers,
      directors, agents or shareholders, or as giving to any Participant or
      Beneficiary any equity or other interest in the assets, business or shares
      of
      Company stock or giving any Participant the right to continue rendering services
      to or for the benefit of the Company. Neither this Plan nor any action taken
      hereunder shall be construed as giving to any Participant the right to continue
      rendering services to or for the benefit of the Company or as affecting the
      right of the Company to dismiss any Participant. Any benefit payable under
      the
      Plan shall not be deemed salary or other compensation for the purpose of
      computing benefits under any Participant benefit plan or other arrangement
      of
      the Company for the benefit of its Participants.




9.2  Assignment
      or
      Transfer .
      No right, title
      or interest of any kind in the Plan shall be transferable or assignable by
      any
      Participant or Beneficiary or be subject to alienation, anticipation,
      encumbrance, garnishment, attachment, execution or levy of any kind, whether
      voluntary or involuntary, nor subject to the debts, contracts, liabilities,
      engagements, or torts of the Participant or Beneficiary. Any attempt to
      alienate, anticipate, encumber, sell, transfer, assign, pledge, garnish, attach
      or otherwise subject to legal or equitable process or encumber or dispose of
      any
      interest in the Plan shall be void.




9.3  Severability .
      If any provision
      of this Plan shall be declared illegal or invalid for any reason, said
      illegality or invalidity shall not affect the remaining provisions of this
      Plan
      but shall be fully severable, and this Plan shall be construed and enforced
      as
      if said illegal or invalid provision had never been inserted
      herein.




9.4  Construction .
      The article and
      section headings and numbers are included only for convenience of reference
      and
      are not to be taken as limiting or extending the meaning of any of the terms
      and
      provisions of this Plan. Whenever appropriate, words used in the singular shall
      include the plural or the plural may be read as the singular. When used herein,
      the masculine gender includes the feminine gender.




9.5  Governing
      Law .
      The validity and
      effect of this Plan and the rights and obligations of all persons affected
      hereby shall be construed and determined in accordance with the laws of the
      State of Delaware unless superseded by federal law.




9




9.6  Payment
      Due to
      Incompetence .
      If the Committee
      receives evidence that a Participant or Beneficiary entitled to receive any
      payment under the Plan is physically or mentally incompetent to receive such
      payment, the Committee may, in its sole and absolute discretion, direct the
      payment to any other person or Trust which has been legally appointed by the
      courts or to any other person determined by the Company to be a proper recipient
      on behalf of such person otherwise entitled to payment, or any of them, in
      such
      manner and proportion as the Company may deem proper. Any such payment shall
      be
      in complete discharge of the Company's obligations under this Plan.




9.7  Taxes .
      The Company may
      withhold from any benefits payable under this Plan, all federal, state, city
      or
      other taxes as shall be required pursuant to any law or governmental regulation
      or ruling.




9.8  Attorney's
      Fees .
      Company shall pay
      the reasonable attorney's fees incurred by any Participant in an action brought
      against Company to enforce Participant's rights under the Plan, provided that
      such fees shall only be payable in the event that the Participant prevails
      in
      such action.




9.9  Plan
      Binding on
      Successors/Assignees .
      This Plan shall
      be binding upon and inure to the benefit of the Company and its successor and
      assigns and the Participant and the Participant's designee and
      estate.




10





**APPENDIX
      1**





**ACKNOWLEDGMENT**







The
      undersigned
      Participant hereby acknowledges that Company has selected him or her as a
      participant in the Building Materials Holding Corporation 1999 Deferred
      Compensation Plan For Directors as amended, subject to all terms and conditions
      of the Plan, a copy of which has been received, read, and understood by the
      Participant in conjunction with executing this Acknowledgment. Participant
      acknowledges that he or she has had satisfactory opportunity to ask questions
      regarding his or her participation in the Plan and has received satisfactory
      answers to any questions asked. Participant also acknowledges that he or she
      has
      sufficient knowledge and experience in financial and business matters to be
      capable of evaluating the merits and risks of participation in the Plan.
      Participant understands that his or her participation in the Plan shall not
      begin until this Acknowledgment has been signed by Participant and returned
      to
      Company.


Dated:Print
                Name:Signed:Participant
    Dated:BUILDING
                MATERIALS HOLDING CORPORATIONPrint
                Name:Signed:[Officer]




11





**APPENDIX
      2**





**DISTRIBUTION
      ELECTION**







Pursuant
      to Section
      3.3 of the Building Materials Holding Corporation 1999 Deferred Compensation
      Plan For Directors as amended (the "Plan"), I hereby elect to have all amounts
      credited to my Account during the period of my participation in the Plan,
      together with any earnings credited thereon, distributed to me on the terms
      elected below:





I
      elect to have distribution of my ***Investment
      and/or Stock Account*** paid to
      me:




_______
            
            upon
              reaching
              age: ____________
            
            upon
              the
              passage of ______ years_______
            
            upon
              termination of association_______
            
            upon
              the
              earlier to occur of termination of association with Company or passage
              of
              _____ years_______
            
            upon
              the
              later to occur of termination of association with Company or passage
              of
              _____ years





I
      elect to have distribution of my ***Investment
      Account*** paid to me
      in:


_______
              
              A
                  lump
                  sum_______
              
              Sixty
                  (60)
                  monthly installments determined as of each installment date by
                  dividing
                  the entire amount in my Account (including earnings) by the number
                  of
                  installments then remaining to be paid, with the final installment
                  to be
                  the entire remaining balance in the account._______
              
              One
                  hundred
                  twenty (120) monthly installments determined as of each installment
                  date
                  by dividing the entire amount in my Account (including earnings)
                  by the
                  number of installments then remaining to be paid, with the final
                  installment to be the entire remaining balance in the
                  account.


I
      elect to have distribution of my ***Stock
      Account*** paid to me
      in:


_______
                
                A
                    lump
                    sum_______
                
                Distribute
                      outstanding deferred stock certificates annually for a period
                      of up to 5
                      years




This
      election shall
      take effect for amounts deferred by me with respect to the Plan Year beginning
      January 1, 2004. The distribution of amounts from my Account pursuant to this
      election is subject to all of the terms and conditions of the Plan and of the
      Building Materials Holding Corporation 1999 Deferred Compensation Plan Trust
      Agreement For Nonemployees, a copy of which I have been given by the Employer,
      and which I have read and understood. ****




Dated:Print
              Name:Signed:




12




**APPENDIX
      3**





**DIRECTOR**







**ELECTION
      OF
      DEFERRAL**








I
      understand that, under Section 3.1 of the Building Materials Holding Corporation
      1999 Deferred Compensation Plan For Non-employees (the "Plan"), the minimum
      annual deferral amount is $5,000 of Compensation for the Plan Year in question.
      I elect, pursuant to Section 3.1 of the Plan, to make the following deferral(s)
      with respect to Compensation earned during the Plan Year beginning January
      1,
      2004 and ending December 31, 2004:







$______
            Quarterly
                when director fee’s are paid (minimum
                annual=$5,000)





yes
                /
                no
            Annual
                director stock grant








This
      election shall
      take effect for the Plan Year beginning January 1, 2004. It may be terminated
      or
      modified by me only with written notice. The election shall remain in effect
      for
      each successive Plan Year until a termination, modification or subsequent
      election is submitted. The deferral of Compensation hereby elected is subject
      to
      all of the terms and conditions of the Plan and of the Building Materials
      Holding Corporation 1999 Deferred Compensation Plan Trust **** Agreement
      For
      Directors, a copy of which I have been given by the Company, and which I have
      read and understood.


Dated:Print
                Name:Signed:
  13





**APPENDIX
      4**





**BENEFICIARY
      DESIGNATION**








In
      the event I should die prior to the receipt of all money accrued to my credit
      under this election, I elect to have the balance paid to the following named
      individual(s) in the following percentages(s):





Complete
      A if you
      are a resident of a community property state. Complete B if the state in which
      you reside is not a community property state.





A.
            50%
            to
                my spouse
                ________________________________________%__%B.
            __%__%__%





Dated:Print
                Name:Signed:




14