Exhibit
      10.26





**Amended**


**Building
      Materials Holding Corporation**


1999
      Cash Equity
      Pl








**ARTICLE
      I**


**NAME
      AND
      PURPOSE**





**1.1       Name.** The
      name of the
      Plan is the “Building Materials Holding Corporation 1999 Cash Equity
      Plan.”





**1.2       Purpose.** The
      purpose of the
      Plan is to provide a meaningful incentive for key management employees of
      Building Materials Holding Corporation (the Company) to successfully grow its
      market share of the building materials distribution industry, and thereby to
      increase the Company’s revenues and profits.  Ultimately, the purpose
      of the Plan is to align the financial interests of Company management with
      those
      of the Company’s shareholders.  The objective of the Plan is to
      generate significant awards for performance premised on the enhancement of
      the
      Company’s stock price.





**ARTICLE
      II**


**DEFINITIONS
      OF TERMS**





**2.1       General
      Definitions.** The
      following words
      and phrases, when used in the Plan, unless otherwise specifically defined or
      unless the context clearly otherwise requires, shall have the following
      respective meanings:





**(a)       Agreement.** The
      document which
      evidences the grant of an Award under this Plan to an individual Employee and
      which sets forth the terms, conditions and provisions of, and restrictions
      relating to, such Award.





**(b)       Award.** Any
      grant of Units
      under the Plan.





**(c)       Board.** The
      Board of
      Directors of the Company.





**(d)       Committee.** The
      Compensation
      Committee of the Board of Directors.  The Committee shall consist of
      an odd number of members, a majority of which is not composed of current
      employees of the Company.





**(e)       Company.** Building
      Materials
      Holding Corporation, or a successor corporation to which the majority of
      Building Materials Holding Corporation’s assets are transferred.





**(f)       Effective
      Date.** April 1,
      1999
      or such later date as is specified by the Board in approving the
      Plan.








**(g)       Employee.** Any
      individual
      employed by the Employer, except officers and directors of Building Materials
      Holding Corporation and BMC West Corporation.





**(h)       Exercise.** An
      exchange of an
      Award for cash in the amount of the then current fair market value of Company
      common stock.





**(i)       Exercise
      Period.** Awards
      may not be
      exercised during the blackout period (the "blackout period") commencing at
      the
      close of business on the 10 th day of the last
      month in a quarterly financial period until 48 hours after the date of public
      disclosure of the financial results for a particular fiscal quarter or
      year.





**(j)       Fair
      Market Value.** Fair
      market value
      shall be the closing price on the exchange upon which the Company’s Shares are
      traded (currently Nasdaq National Market) on the date the Company receives
      written notice from the Participant during the Exercise Period of Participant’s
      Exercise of the Award, or in the absence of sales on the notice date, the
      closing price on the most recent date on which a sale occurred prior the notice
      date.





**(k)       Participant.** An
      Employee who is
      granted an Award under the Plan.  Awards may be granted only to
      Employees.





**(l)       Plan.** The
      Building
      Materials Holding Corporation 1999 Cash Equity Plan and all amendments,
      attachments and supplements thereto.





**(m)       Share.** A
      share of the
      Company’s, or a successor entity’s, common stock.





**(n)       Subsidiary.** Knipp
      Brothers
      Industries, LLC and any other corporation, partnership, joint venture, limited
      liability company or other entity in an unbroken chain beginning with the
      Company each of which, other than the last entity in the unbroken chain, owns
      50% or more of the total combined voting power of all securities in one of
      the
      other entities in such chain.





**(o)       Unit.** A
      measure of an
      Award, representing the equivalent of one Share.





**2.2       Other
      Definitions.** In
      addition to the
      above definitions, certain words and phrases used in the Plan and any Agreement
      may be defined in other portions of the Plan or in such Agreement.





**2.3       Conflicts
      in Plan.** In
      the case of any
      conflict in the terms of the Plan, or between the Plan and an Agreement,
      relating to an Award, the provisions in the Article of the Plan which
      specifically grants such Award shall control those in a different Article or
      in
      such Agreement.








**ARTICLE
      III**


**UNITS**





**3.1       Number
      of Units.** The
      number of Units
      available for grant under the Plan (including Units previously granted and
      remaining unexercised) shall not exceed two percent (2%) of the number of
      outstanding Shares from time to time.





**3.2       Grants.** The
      Committee may
      grant an Award at such times, in such amounts, and under such terms and
      conditions as it deems appropriate.  Unit grants may vary in number,
      frequency, price, and otherwise from the initial grants.  The receipt
      of a grant in any year by any Employee does not entitle that Employee or any
      other Employee to receive a grant in any other year or at any other
      time.





**3.3       Vesting.** No
      Unit may be
      exercised before the third anniversary of the date of grant, except as provided
      in section 10.8.   Units will vest completely at the end of the
      three-year service period, measured from the date of grant.





**3.4       Exercise
      and Liquidity.** A
      Participant may
      exercise his/her vested Units during any 15 trading day period following the
      public release of the Company’s financial results for a fiscal quarter or for a
      fiscal year of the Company (whichever is applicable).  A Participant
      may exercise vested Units by notifying the Company in writing pursuant to the
      provisions of the Agreement of his or her desire to exercise his or her vested
      Units.  Upon exercising the Units, the Participant shall be entitled
      to receive amount equal to the number of Units exercised multiplied by the
      Fair
      Market Value (the closing price of the stock on the day selected) of the
      Company’s common stock on the date such notice is received by the
      Company.  Such payment shall be made within 10 business days following
      the date of exercise.  However, notwithstanding the foregoing, if the
      Company’s cash compensation obligation attributable to Unit exercises in the
      aggregate exceeds 25% of the Company’s pre-tax net income for the immediately
      preceding fiscal year quarter, then the Company shall have the discretion to
      defer the payment of Awards on a pro rata basis from fiscal quarter to fiscal
      quarter until such limitation is no longer exceeded (including any additional
      obligation created by exercises occurring in subsequent
      quarters).  Except as otherwise provided in Article IX of the
      Plan, all vested Units must be exercised no later than 30 days following the
      Participant’s termination of employment.





**3.5       Term.** Awards
      shall have a
      maximum term of five (5) years from the date of grant.  If not
      exercised, Awards shall terminate on the fifth anniversary of the
      grant.





**ARTICLE
      IV**


**ELIGIBILITY**





**4.1       Issues
      Determined by the Committee.** The
      Participants
      and the grants they receive under the Plan shall be determined by the Committee
      in its sole discretion.  In making its determinations, the Committee
      shall consider past, present and expected future contributions of Participants
      and potential Participants.





**ARTICLE
      V**


**ADMINISTRATION**





**5.1       Committee.** The
      Plan shall be
      administered by the Committee.








**5.2       Authority.** Subject
      to the
      terms of the Plan, the Committee shall have sole discretionary authority
      to:





(a)
            Determine
                the
                individuals to whom Awards are granted, the type of awards and amounts
                to
                be granted, the date of issuance and duration of all such
                grants;





(b)
            Determine
                the
                terms, conditions and provisions of, and restrictions relating to,
                each
                Award granted;





(c)
            Interpret
                and
                construe the Plan and all
                Agreements;





(d)
            Prescribe,
                amend and rescind rules and regulations relating to the
                Plan;





(e)
            Determine
                the
                content and form of all Agreements;





(f)
            Determine
                all
                questions relating to Awards under the
                Plan;





(g)
            Maintain
                accounts, records and ledgers relating to
                Awards;





(h)
            Maintain
                records concerning its decisions and
                proceedings;





(i)
            Employ
                agents, attorneys, accountants, consultants or other persons for
                such
                purposes as the Committee considers necessary or desirable;
                and





(j)
            Do
                and
                perform all acts that it may deem necessary or appropriate for the
                administration of the Plan and carry out the purposes of the
                Plan.





**5.3       Decisions
      of Committee.** All
      decisions made
      by the Committee pursuant to the provisions hereof shall be final and binding
      on
      all persons.





**ARTICLE
      VI**


**AMENDMENT
      OF PLAN**





**6.1       Power
      of Committee.** Subject
      to
      Article VIII, the Board may amend the Plan at any time and from time to
      time as it deems necessary.





**ARTICLE
      VII**


**EFFECTIVE
      DATE AND TERMINATION OF PLAN**





**7.1       Effective
      Date.** The
      Plan is
      effective as of April 1, 1999, upon approval by the Board.





**7.2       Termination.** Subject
      to
      Article VIII, the Plan may be terminated at any time by the
      Board.  No grants shall be made pursuant to this Plan after the tenth
      anniversary of the Effective Date.








**ARTICLE
      VIII**


**MODIFICATION
      OR TERMINATION OF AWARDS**





**8.1       General.** Subject
      to
      provisions of Section 8.2, the amendment or termination of the Plan shall
      not adversely affect a Participant’s rights to or under any Award granted prior
      to such amendment or termination.





**8.2       Committee’s
      Right.** Except
      as may be
      provided in an Agreement, any Award granted may be converted, modified,
      forfeited, or canceled, prospectively or retroactively, in whole or in part,
      by
      the Committee in its sole discretion, provided, however, subject to
      Section 8.3, no such action may impair the rights of any Participant
      without his or her consent.  Except as may be provided in an
      Agreement, the Committee may, in its sole and absolute discretion, in whole
      or
      in part, waive any restrictions or conditions applicable to, or accelerate
      the
      vesting of, any Award.





**8.3       Termination
      of Benefits Under Certain Conditions.** The
      Committee, in
      its sole discretion, may cancel any unexpired, unpaid, or deferred Award at
      any
      time if the Participant is not in compliance with all applicable provisions
      of
      the Plan (including Section 10.2) or with any Agreement or if the
      Participant, whether or not he or she is currently employed by an Employer,
      performs acts of willful malfeasance or gross negligence in a matter of material
      importance to the Company or a Subsidiary.





**ARTICLE
      IX**


**TERMINATION
      OF EMPLOYMENT**





**9.1       Death
      or Permanent Disability.** In
      the event of
      death or permanent disability, the Participant, or his or her estate, may
      exercise vested Units only within one year of such event.





**9.2       Voluntary
      Termination.** In
      the event of
      voluntary termination of employment or involuntary termination of employment
      without cause, vested Units may be exercised within 30 days after
      termination.  If a Participant violates the non-compete covenant as
      described in Section 10.2 within a one-year period, the proceeds of an
      Award are forfeited and must be repaid to the Company within 30 days of notice
      of such violation.




**9.3
             Retirement.** If
      a Participant
      retires at age 65, the person may exercise a portion of their unvested equity
      units determined by dividing the number of months of service relating to the
      cash equity grant prior to the retirement date divided by 36
      months.  If a Participant retires prior to age 65 the Participant must
      have 15 years of service with the Company or its predecessors at the date of
      retirement to receive pro rata vesting.  This provision is effective
      as of January 1, 2001.





**9.4       Involuntary
      Termination With Cause.** In
      the event of
      involuntary termination with Cause, all vested and unvested Units shall be
      canceled and forfeited immediately.  For purposes of the Plan, “Cause”
shall mean one of the following: misappropriating any funds or property of
      the
      Company; attempting to obtain any personal profit from any transaction in which
      the Participant has an interest which is adverse to the interest of the Company,
      unless the Participant has first obtained the consent of the President of the
      Division of the Company in which the Participant works or in the case of
      eligible BMHC employees, the President and CEO of BMHC; unreasonable failure
      or
      refusal to perform the duties assigned to the Participant continuing after
      notice by the Board identifying the duties not performed; a violation of
      Section 10.2 and/or conviction of a felony.








**9.5       Exceptions.** Termination
      of
      employment excludes a termination and immediate employment by a
      Subsidiary.





**ARTICLE
      X**


**GENERAL
      PROVISIONS**





**10.1       Withholding.** The
      Company shall,
      at the time any distribution is made under the Plan, or at any time any Unit
      is
      exercised, withhold from such distribution any amount necessary to satisfy
      federal, state and local tax withholding requirements with respect to such
      distribution or exercise of an award.





**10.2       Non-Compete
      Covenant.** Participants
      in the
      Plan must agree not to be engaged in any capacity, whether as an employee,
      director, consultant, stockholder, lessor, creditor, guarantor, or independent
      contractor, by any company in the building materials distribution (or framing)
      business within a 100-mile radius of any Company or Subsidiary location for
      a
      period of one (1) year following termination of their employment.





**10.3       Nontransferability.** Unless
      otherwise
      determined by the Committee, (i) no Award granted under the Plan may be
      transferred or assigned by the Participant to whom it was granted, pursuant
      to
      the laws of descent and distribution, or pursuant to a domestic relations order,
      and (ii) an Award granted under this Plan may be exercised, during the
      Participant’s lifetime, only by the Participant or by the Participant’s guardian
      or legal representative.





**10.4       Governing
      Law.** The
      Plan and each
      Agreement shall be construed and administered in accordance with the laws of
      the
      state of Idaho.





**10.5       No
      Employment Contract.** Neither
      the
      adoption of the Plan nor any Award granted hereunder shall confer upon any
      Employee the right to continued employment nor shall the Plan or any Award
      interfere in any way with the right of the Company to terminate the employment
      of any of its Employees at any time.





**10.6       No
      Effect on Other Benefits.** The
      receipt of
      Awards under the Plan shall have no effect on any other benefits to which a
      Participant may be entitled from the Company, under another plan or otherwise,
      or preclude a Participant from receiving any such benefits.





**10.7       Adjustments.** If
      outstanding
      Shares are increased or decreased, or are changed into or exchanged for a
      different number or kind of shares or securities of the Company, through
      reorganization, recapitalization, reclassification, stock dividend, stock split
      or reverse stock split, an appropriate and proportionate adjustment shall be
      made in the maximum number and/or type of Units as to which Awards may be
      granted under the Plan.  A corresponding adjustment changing the
      number and/or type of Units allocated to unexercised Awards, or portions
      thereof, which shall have been granted prior to any such change, shall likewise
      be made.  Adjustments under this Section 10.7 shall be made by
      the Board, and its determinations as to what adjustments shall be made, and
      the
      extent thereof, shall be final and binding.  The grant of Awards
      pursuant to the Plan shall not affect in any way the right or power of the
      Company to make adjustments, reclassifications, reorganizations or changes
      of
      its capital or business structure or to merge, consolidate, dissolve or
      liquidate, or to sell or transfer all or any part of its business or
      assets.








**10.8       Change
      of Control.** Upon
      the
      dissolution or liquidation of the Company, upon a reorganization, merger or
      consolidation of the Company with one or more entities as a result of which
      holders of the outstanding voting stock of the Company prior to the transaction
      do not own a majority of the outstanding voting stock of the combined entity,
      or
      upon a sale of substantially all the property of the Company or the acquisition
      of Stock representing more than 50% of the voting power of the then outstanding
      securities of the Company by another entity or person or persons acting in
      concert (any of which shall be deemed hereunder to constitute a “Terminating
      Transaction”), any unvested Awards shall become vested.  All persons
      with unexercised portions of vested Awards then outstanding shall have the
      right
      during a period designated by the Company which shall not be later than 30
      days
      after the Terminating Transaction to exercise the unexercised portion of their
      vested Awards.





**10.9       No
      Rights as A Shareholder.** No
      Employee who has
      been granted an Award shall have any rights as a stockholder with respect to
      any
      Shares covered by the Award.  No adjustment shall be made for
      dividends (ordinary or extraordinary, whether in cash, securities or other
      property) or distributions or other rights of stockholders of the
      Company.





**ARTICLE
      XI**


**ADOPTION**





This
      Plan was
      adopted by the Compensation Committee of Building Materials Holding Corporation
      on April 2, 1999 and amended April 30, 2001.