**BUILDING
      MATERIALS HOLDING CORPORATION**





**RESTRICTED
      STOCK AGREEMENT**


**Pursuant
      to
      the**


**2004
      INCENTIVE AND PERFORMANCE PLAN**







This
      Restricted
      Stock Agreement (this “Agreement”) is made and entered into as of the 18th day
      of January, 2006 (the “Date of Grant”) by and between Building Materials Holding
      Corporation, a Delaware corporation (the “Company”) and «To» (“Grantee”). This
      Agreement is entered into pursuant to the Company’s 2004 Incentive and
      Performance Plan (the “Plan”) and is subject to the terms thereof. Unless
      otherwise defined in this Agreement, capitalized terms used herein have the
      meanings designated in the Plan.




1.
            GRANT
                OF
                RESTRICTED STOCK.




The
      Company hereby,
      as of the Date of Grant, grants to Grantee a restricted stock award (the
“Restricted Stock”) of «Stock» shares of the
      Company’s common stock (the “Common Stock”) in accordance with the Plan. The per
      share fair market value of the Restricted Stock on the Date of Grant is $xx.xx.




2.
            RESTRICTED
                PERIOD.




The
      Restricted
      Stock shall be subject to contingencies and/or restrictions for the period
      of
      time specified in Exhibit A (the “Restricted Period”).




3.
            FORFEITURE
                OF RESTRICTED STOCK.




(a) If
      Grantee’s
      employment with the Company or any of its subsidiaries is terminated for any
      reason prior to the expiration of the Restricted Period, including without
      limitation termination of employment upon Grantee’s death or disability, Grantee
      shall immediately, and without any further action by the Company or Grantee,
      forfeit to the Company the portion of the Restricted Stock with respect to
      which
      the Restricted Period has not expired, and the certificate(s) representing
      such
      Restricted Stock shall be cancelled.




(b) Notwithstanding
      the
      provisions of Section 3(a), unless otherwise specifically set forth in
      Exhibit A:




(i) if
      Grantee retires
      at age 60 or older, with at least 15 years of service with the Company and
      predecessor companies, the Restricted Period shall be deemed to have expired
      with respect to a number of shares of Restricted Stock equal to 50% of Grantee's
      shares that would have otherwise been forfeited to the Company under
      Section 3(a), plus an additional 5% of such shares for each year of service
      beyond 15 years;




(ii) if
      Grantee retires
      at age 60 or older, with 25 or more years of service with the Company and
      predecessor companies, the Restricted Period shall be deemed to have expired
      with respect to all of Grantee's shares of Restricted Stock;




(iii) in
      the event of the
      death or disability of Grantee prior to the end of the Restricted Period, the
      Restricted Period shall be deemed to have expired with respect to a pro rata
      number of shares equal to (A) the number of shares of Grantee's Restricted
      Stock that would have otherwise been forfeited to the Company under
      Section 3(a), multiplied by (B) a fraction, the numerator of which is
      the number of complete calendar months from the Date of Grat to the date of
      such
      death or disability and the denominator of which is the total number of months
      in the original Restricted Period; and






Restricted
            Stock
            Agreement
 -1-




(iv) Upon
      a Change in
      Control (as defined in the Plan), the Restricted Period shall be deemed to
      have
      expired with respect to all of Grantee's shares of Restricted Stock.




4.
            RESTRICTIONS.




During
      the
      Restricted Period with respect to any Restricted Stock, Grantee shall not sell,
      transfer, pledge, assign, or otherwise dispose of such Restricted Stock, and
      such Restricted Stock shall not be subject to execution, attachment or similar
      process. Any attempt prior to the expiration of the Restricted Period in
      accordance with Exhibit A to sell, transfer, pledge, assign, or otherwise
      dispose of such Restricted Stock, or to subject such Restricted Stock to
      execution, attachment or similar process, shall be void.




The
      Committee may,
      in its sole discretion, impose such other restrictions as it may deem necessary
      or desirable for the Company or Grantee to comply with any applicable
      (a) federal or state securities laws, rules or regulations, (b) rules
      or regulations of any securities exchange on which the stock may be listed,
      (c) statute, rules or regulations relating to taxes, or (d) rule or
      policy the Company may from time to time adopt (including but not limited any
      policies restricting trading in the Company's stock).




5.
            TAXES.




Grantee
      acknowledges that the removal of restrictions or contingencies making the
      Restricted Stock freely transferable by Grantee will give rise to a withholding
      tax liability unless Grantee has made an election under Section 83(b) of the
      Code within 30 days of the Date of Grant, and previously paid the appropriate
      income and employment taxes with respect to the Restricted Stock. Grantee agrees
      to remit to the Company the amount of any taxes required to be withheld. The
      Company reserves the right to take whatever actions are necessary to satisfy
      its
      tax withholding obligations, including, without limitation, retaining and/or
      selling the number of shares of Restricted Stock necessary to satisfy such
      withholding obligations.




6.
            GOVERNING
                LAW.




This
      Agreement
      shall be governed by, and construed, interpreted and enforced under, the laws
      of
      the State of Delaware, without giving effect to the principles of conflicts
      of
      law.




7.
            ENTIRE
                AGREEMENT.




This
      Agreement,
      together with the Plan, constitutes the entire agreement between Grantee and
      the
      Company relating to this subject matter. No other prior or contemporaneous
      agreements, promises, representations, covenants, warranties, or any other
      undertaking whatsoever respecting such matters shall be deemed in any way to
      exist or to bind any of the parties. Grantee acknowledges and agrees that he
      has
      not executed this Restricted Stock Agreement in reliance on any such other
      agreement, promise, representation, covenant, warranty, or undertaking. The
      Restricted Stock Agreement may not be orally modified. All modifications must
      be
      agreed to in writing and signed by both parties.






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            Stock
            Agreement
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8.
            PLAN
                CONTROLS




The
      terms of this
      Agreement are governed by the terms of the Plan, as it exists on the Date of
      Grant and as the Plan may be amended from time to time. In the event of any
      conflict between the provisions of this Agreement and the provisions of the
      Plan, the terms of the Plan shall control.




9.
            CUSTODY
                OF
                STOCK CERTIFICATES




The
      Company shall
      retain custody of the certificate or certificates evidencing the Restricted
      Stock until such time as the Restricted Stock becomes unrestricted through
      expiration of the Restricted Period in accordance with Exhibit A. If a portion
      of the Restricted Stock becomes unrestricted, the Company, upon the written
      request of Grantee, shall deliver a stock certificate for such portion of the
      Restricted Stock to Grantee, and shall continue to hold the stock certificate
      or
      certificates evidencing the remaining amount of Restricted Stock pending
      expiration of the Restricted Period or forfeiture under Section 3 of this
      Agreement.




10.
            REGISTRATION.




At
      the present time, the Company has an effective registration statement on file
      with the Securities and Exchange Commission with respect to the shares of Common
      Stock subject to this Restricted Stock Award. The Company intends to maintain
      this registration but has no obligation to do so. In the event the registration
      ceases to be effective, Grantee will not be able to transfer or sell shares
      of
      Common Stock issued to Grantee pursuant to this Agreement unless one or more
      exemptions from registration under applicable securities laws are available.
      Such exemptions from registration are very limited and might be unavailable.
      Grantee hereby agrees that any resale of the shares of Common Stock issued
      pursuant to this Agreement shall comply in all respects with requirements of
      all
      applicable securities laws, rules, and regulations (including, without
      limitation, the provisions of the Securities Act of 1933, the Securities
      Exchange Act of 1934, and the respective rules and regulations promulgated
      thereunder) and any other law, rule or regulation applicable thereto, as such
      laws, rules, and regulations may be amended from time to time.




11.
            STOCKHOLDER
                RIGHTS.




During
      the
      Restricted Period, Grantee will have the right to vote Restricted Stock and
      will
      be entitled to receive any cash dividends payable on the Restricted Stock.




12.
            EMPLOYMENT
                RIGHTS.




No
      provision of this agreement shall (a) confer upon Grantee any right to continue
      in the employ of the Company or any of its subsidiaries; (b) affect the right
      of
      the Company and each of its subsidiaries to terminate the employment of Grantee,
      with or without cause; or (c) confer upon Grantee any right to participate
      in
      any employee welfare or benefit plan or other program of the Company or any
      of
      its subsidiaries other than the Plan. **Grantee
      hereby acknowledges and agrees that the Company and each of its subsidiaries
      may
      terminate the employment of Grantee at any time and for any reason, or for
      no
      reason, unless Grantee and the Company or such subsidiary are parties to a
      written employment agreement that expressly provides
      otherwise.**






Restricted
            Stock
            Agreement
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IN
      WITNESS WHEREOF, the Company has caused this Restricted Stock Agreement to
      be
      duly executed by its officers thereunto duly authorized, and Grantee has
      hereunto set his or her hand as of the date first above written.




**BUILDING
              MATERIALS HOLDING
              CORPORATION**By:Name:
              Robert E. MellorTitle:
              Chairman, President and Chief Executive
              Officer




**GRANTEE:**Signed:Print
              Name: «To»






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            Stock
            Agreement
 -4-


**EXHIBIT
      A**





**RESTRICTED
      PERIOD**







The
      Restricted
      Period for 100% of the Restricted Stock shall expire on the date that is three
      (3) years from the Date of Grant.






Exhibit
            A to
            Restricted Stock Agreement
 -1-