Exhibit
        10.45
 
 **BUILDING
        MATERIALS HOLDING CORPORATION**
 
 **GENERAL
        TERMS AND CONDITIONS**
 
 **BMHC
        OFFICERS**
 **&**
 **BMHC
        KEY
        MANAGEMENT**
 
 **LONG-TERM
        CASH INCENTIVE PLAN**
 
 
 1.
              Definitions.
 
 1.1       " Award "
        means a cash
        award pursuant to the provisions of the Plan, expressed as a percentage of
        a
        Participant's Base Salary during a Performance Cycle.
 
 1.2       " Award
        Measures "
        means the sum of
        the EBITDA component and the ROCE component.
 
 1.3       " Base
        Salary "
        means the annual
        base salary of a Participant at the beginning of a Performance
        Cycle.
 
 1.4       " Board "
        means the Board
        of Directors of the Company, as from time to time constituted.
 
 1.5       " Change
        of
        Control " means
        the
        occurrence of any of the following events: (i)
        there shall be
        consummated (x) any consolidation or merger of the Company in which the Company
        is not the continuing or surviving corporation or pursuant to which shares
        of
        the Company's Common Stock would be converted into cash, securities or other
        property, other than a merger of the Company in which the holders of the
        Company's Common Stock immediately prior to the merger have the same
        proportionate ownership of common stock of the surviving corporation immediately
        after the transaction or (y) any sale, lease, exchange or other transfer
        (in one
        transaction or a series of related transactions) of all or substantially
        all the
        assets of the Company; or (ii) the stockholders of the Company approve a
        plan or
        proposal for the liquidation or dissolution of the Company; or (iii) any
        'person' (as defined in Section 13(d) or 14(d) of the Securities Exchange
        Act of
        1934, as amended (the " Exchange
        Act ")
        shall become the
        'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act) directly
        or
        indirectly of fifty percent (50%) or more of the Company's outstanding Common
        Stock or (iv) during any period of two consecutive years, individuals who
        at the
        beginning of such period constitute the entire Board of Directors shall cease
        for any reason to constitute a majority thereof, unless the election or the
        nomination for election by the Company's stockholders, of each new director
        was
        approved by a vote of at least two-thirds of the directors then still in
        office
        who were directors at the beginning of the period.
 
 1.6       " Code "
        means the
        Internal Revenue Code of 1986, as amended.  Reference to a specific
        section of the Code shall include such section, any valid regulation promulgated
        thereunder, and any comparable provision of any future legislation amending,
        supplementing or superseding such section.
 
 
 
 1.7       " Committee "
        means the
        Compensation Committee of the Company's Board.
 
 1.8       " Company "
        means Building
        Materials Holding Corporation, a Delaware corporation and its successors
        and
        assigns.
 
 1.9       " Disability "
        means such time
        at which a Participant becomes physically or mentally incapacitated or disabled
        such that the Participant is unable to perform for the Company substantially
        the
        same services that the Participant performed prior to incurring such incapacity
        or disability.
 
 1.10       " EBITDA "
        means earnings
        before income taxes, depreciation and amortization.  Three year
        annualized EBITDA growth shall be calculated using the following
        formula:
  [(Ey3/EYo)
                  ^ (1/3)] -
                  1Where
              
              Ey3=
                  EBITDA for the third fiscal year of the Performance
                  CycleEYo=
                  EBITDA for
                  the fiscal year end directly preceding the Performance Cycle commencement.
 
 1.11       " Executive "
        means an officer
        or key manager employed by the Company.
 
 1.12       " Net
        Income "
        means net income
        including extraordinary items determined in accordance with generally accepted
        accounting principles except that may be modified by the committee.
 
 1.13       " Participant "
        means an
        Executive who is eligible to become a Participant in the Plan pursuant to
        Section 3 and has not ceased to be a Participant pursuant to Section
        6.5.
 
 1.14       “ Participant
        Grant ”
means
        the grant
        to the Executive authorized by the Board or the Committee which sets forth
        the
        Participation Level of the Executive in the Plan.
 
 1.15       " Participation
        Level "
        means that level
        in which a Participant is eligible.  The Participation Levels for each
        Performance Cycle shall be determined by the Board or the Committee and shall
        be
        described in the Participant Grant.
 
 1.16       " Performance
        Cycle "
        means a period of
        three consecutive years.  More than one Performance Cycle may be in
        progress at any one time.  The second Performance Cycle shall begin on
        January 1, 2003 and shall end on December 31, 2005.  A new Performance
        Cycle may, subject to Board or Committee approval, begin on January 1 of
        each
        subsequent year.
 
 
 1.17.       " Performance
        Targets "
        means the
        threshold, target and maximum levels of three-year average ROCE and EBITDA
        growth components for a particular Performance Cycle.  The Performance
        Targets for each Performance Cycle shall be determined by the
        Committee.  The Performance Targets for the first Performance Cycle
        are set forth below.  Each of the ROCE and EBITDA components are to be
        equally weighted.
 
 1.18       " Plan "
        means this
        Building Materials Holding Corporation Executive Long-Term Cash Incentive
        Plan,
        as set forth in this instrument and as hereafter amended from time to
        time.
 
 1.19       " Return
        on
        Capital Employed "
        or " ROCE "
        equals Net Income
        divided by Total Invested Capital.  The three year average ROCE shall
        be calculated using the following formula:
 (ROCE y1 + ROCE Y2 +
        ROCE Y3 )/3)
 
 1.20       " Termination
        Date "
        means the date of
        a Participant's termination of employment with the Company.
 
 1.21       " Total
        Invested
        Capital "
        equals total
        long-term debt plus preferred stock plus minority interest plus total common
        equity.
 
 2. Objectives .  This
        Plan is intended to provide a long-term cash incentive program for Executives
        which will:
 
 ·
              encourage
                  improved profitability, return on investment and growth of the
                  Company;
 ·
              reinforce
                  economic profit and the balance between growth and efficiency;
                  and
 ·
              attract,
                  retain and motivate senior
                  management.
 
 [This
        Plan is
        intended to qualify as "performance-based compensation" under Code Section
        162(m).]
 
 3.
              Eligibility.
 
 Prior
        to the
        beginning of each Performance Cycle, the Chairman, President and Chief Executive
        Officer and the Committee shall approve the Participants and the Participation
        Level for each Participant for that Performance Cycle.  Participation
        in the Plan and Participation Level is on a Performance Cycle basis and in
        the
        discretion of the Committee.  Thus, an Executive who is selected for
        participation in a given Performance Cycle is not guaranteed to be selected
        for
        participation in any subsequent Performance Cycle.
 4.
                Administration
                    of the Plan.
 4.1 Administrator .  The
        Plan shall be administered by the Committee.
 
 4.2 Actions
        by the
        Committee .  Each
        decision of a majority of the members of the Committee then in office shall
        constitute the final and binding act of the Committee.  The Committee
        may act with or without a meeting being called or held and shall keep minutes
        of
        all meetings held and a record of all actions taken by written
        consent.
 
 
 4.3 Powers
        of the
        Committee .  The
        Committee shall have all the powers and discretion necessary or appropriate
        to
        supervise the administration of the Plan and to control its operation in
        accordance with its terms, including, but not limited to, the following
        discretionary powers:
  (A)       To
        interpret and determine the meaning and validity of the provisions of the
        Plan
        and to determine any question arising under, or in connection with, the
        administration, operation or validity of the Plan or any amendment
        thereto;
 
 (B)       To
        establish such rules, regulations, agreements, guidelines and procedures
        for the
        administration of the Plan;
 
 (C)       To
        make Participant Grants, establish Participation Levels, set the Performance
        Cycle, establish Performance Targets, and take such other action as necessary
        to
        fulfill the terms of the Plan.
 
 (D)       To
        determine any and all considerations affecting the eligibility of any Executive
        to become a Participant or remain a Participant in the Plan;
 
 (E)       To
        establish and revise any accounting method or formula for the Plan, as provided
        in Section 1;
 
 (F)       To
        determine the manner and form in which any payout is to be made under the
        Plan;
  (G)       To
        employ such counsel, agents and advisers, and to obtain such legal, clerical
        and
        other services, as it may deem necessary or appropriate in carrying out the
        provisions of the Plan;
 
 (H)       To
        establish, from time to time, rules for the performance of its powers and
        duties
        and for the administration of the Plan; and
 
 (I)        
        To delegate to any one or more of its members or to any other person, severally
        or jointly, the authority to perform for and on behalf of the Committee one
        or
        more of the functions of the Committee under the Plan.
 
 4.4 Decisions
        of
        Committee .  All
        actions, interpretations, and decisions of the Committee or the Board shall
        be
        conclusive and binding on all persons, and shall be given the maximum possible
        deference allowed by law.
 5.
                Determination
                    of Awards.
 5.1 Valuation .  At
        the
        beginning of each Performance Cycle, the Board or the Committee shall establish
        the Performance Targets for the Performance Cycle and the Participation Levels
        for each Participant, which shall be communicated to each Participant through
        the Participant Grant at the time the Performance Targets are set and any
        other
        time during the Performance Cycle, as needed.
 
 5.2 Participation
        Levels .  At
        the
        beginning of each Performance Cycle, the Committee shall (i) assign each
        Participant a Participation Level, which will determine the Participant's
        potential Award.  The threshold amount shall be set at 25% of the
        target amount.  The maximum Award payable with respect to any
        Performance Cycle shall be 200% of the target amount
  
 5.3 Performance
        Targets .  At
        the
        beginning of each Performance Cycle, the Committee shall determine the
        Performance Targets for such Performance Cycle.   Awards shall be
        payable only if a threshold, target or maximum Performance Target objectives
        is
        met.
 
 6.
              Determination
                  and Payout of Awards.
 
 6.1 Calculation
        of
        Award Measures .  At
        the
        end of each Performance Cycle, the Committee, or its designee, shall calculate
        the three-year average annualized EBITDA growth and the three-year average
        ROCE
        using the formulas set forth in this Plan.
 
 6.2 Payout
        Value .  The
        Award payout shall be determined as follows:
 
 (a)
        Determine
        whether the threshold, target or maximum Performance Target is met for the
        EBITDA Component and the ROCE component.
 
 (b)
        In the case of
        the EBITDA component divide the actual EBITDA growth percentage achieved
        by the
        applicable Performance Target for the EBITDA component and multiple the result
        by 50% (the " EBITDA
        Award
        Measure ".  In
        the case of the ROCE component, divide the actual ROCE percentage achieved
        by
        the applicable ROCE Performance Level for the ROCE component and multiply
        the
        result by 50% (the " ROCE
        Award
        Measure ").
 
 (c)
        Add the EBITDA
        Award Measure and the ROCE Award Measure and multiply the resulting sum by
        the
        applicable Participation Level (threshold, target or maximum).
 
 (d)
        Multiply the
        result of the calculation in (c) by the Base Salary of the Participant at
        the
        start of the cycle.
 
 A
        sample
        calculation will be distributed to each Participant.  No Awards shall
        be paid to a Participant for a Performance Cycle unless the threshold for
        either
        the EBTIDA component or the ROCE component is achieved.
 
 6.3 Award
        Payment .  Awards
        shall be paid in cash following the conclusion of each Performance Cycle
        as soon
        as reasonably practicable following completion of the audit of the Company's
        financial statements for the end of the last year in a Performance
        Cycle.  Subject to approval of the Committee, awards may be deferred
        into a capital accumulation plan as provided for in an irrevocable deferred
        compensation election during the second year of the Performance
        Cycle.  If the Committee, in its discretion, so determines, payment of
        all or part of an Award to one or more Participants may be deferred in cash
        or
        stock for a period provided in the Company’s Deferred Compensation
        Plan.  Any such deferral shall be subject to such rules and procedures
        for payment as provided in the Deferred Compensation Plan.
 
 6.4 Termination
        of
        Employment .  Upon
        a
        Participant's termination of employment with the Company, other than by reason
        of death, Disability, or retirement after age 55 with at least 5 years of
        service with the Company, the Participant's right to an Award shall be
        forfeited.  Upon a termination of employment with the Company by
        reason of a Participant's death, Disability, or retirement after age 55 with
        at
        least 5 years of service with the Company, the Participant's Award will become
        fully vested and will be prorated to the Termination Date based on the number
        of
        days during the Performance Cycle a Participant was employed.  The
        Award will be paid to the terminated Participant at the end of the Performance
        Cycle.
 
 
 6.5 Change
        of
        Control .  In
        the
        event of a Change of Control during a Performance Cycle, the Performance
        Cycle
        will be deemed to have ended at the end of the month immediately preceding
        the consummation of the Change of
        Control transaction.  All Participants shall become fully
        vested.  The Awards shall be calculated based on a deemed achievement
        of the greater of (1) the Performance Target at the target level or (2) an
        amount calculated assuming that results achieved through the deemed termination
        date of the Performance Cycle were achieved for the full Performance
        Cycle.  The amount of the Award to be paid to each Participant shall
        be prorated by multiplying the calculated Award by a fraction, the numerator
        or
        which shall be the actual number of days which have elapsed during the
        Performance Cycle (through the deemed termination date) and the denominator
        of
        which shall be the total number of days in the Performance
        Cycle.  Awards shall be determined and paid based on such calculations
        within 30 days after the consummation of a Change of Control
        transaction.
 
 6.6 Taxes .  The
        Company shall withhold all applicable income and other taxes from any Award
        payment to any Participant.
 
 6.7 Plan
        Unfunded .  This
        Plan shall be unfunded. The Company shall not be required to establish any
        special segregation of assets to assure the payment of Awards.
 
 7. Amendment
        or
        Termination of the Plan .  The
        Plan is voluntary on the part of the Company, and the Company does not guarantee
        to continue the Plan beyond any Performance Cycle.  The Board may
        alter, amend or terminate this Plan at any time for any reason.  Any
        alteration, amendment or termination shall take effect upon the date indicated
        in the document embodying such alteration, amendment or
        termination.  No termination shall impair a Participant's right to a
        previously granted Award, provided that the conditions to payment of the
        Award
        are satisfied.
 
 8.
              Miscellaneous
                  Provisions.
 
 8.1 Interests
        Not
        Transferable .  In
        no
        event may either a Participant, a former Participant or his or her beneficiary,
        spouse or estate sell, transfer, anticipate, assign, hypothecate, or otherwise
        dispose of any right or interest under the Plan; and such rights and interests
        shall not at any time be subject to the claims of creditors nor be liable
        to
        attachment, execution or other legal process.
 
 8.2 Notices .  All
        notices or other communications by a Participant to the Company or the Committee
        under or in connection with this Plan shall be deemed to have been duly given
        when received by the Committee, in such form specified by the Committee,
        or by
        the person, designated by the Committee for that purpose.
 
 
 8.3 Rights
        and
        Duties .  Neither
        the Company, the Board nor the Committee shall be subject to any liability
        or
        duty under the Plan except as expressly provided in the Plan, or for any
        action
        taken, omitted or suffered in good faith.
 
 8.4 No
        Employment
        Rights .  Nothing
        in this Plan shall confer upon any Participant the right to continue in the
        employ of the Company or shall interfere with or restrict in any way the
        rights
        of the Company to discharge or change the terms of employment of any Participant
        at any time for any reason whatsoever, with or without cause.
 
 8.5 Applicable
        Law .  The
        provisions of this Plan shall be construed, administered and enforced in
        accordance with the laws of the State of Delaware.
 
 8.6 Severability .  If
        any
        provision of this Plan is held invalid or unenforceable, its invalidity or
        unenforceability shall not affect any other provisions of this Plan, and
        in lieu
        of each provision which is held invalid or unenforceable, there shall be
        added
        as part of this Plan a provision that shall be as similar in terms to such
        invalid or unenforceable provision as may be possible and be valid, legal,
        and
        enforceable.
 
 8.7 Captions .  The captions
        contained in this Plan are inserted only as a matter of convenience and for
        reference and in no way define, limit, enlarge or describe the scope or intent
        of this Plan nor in any way shall affect the construction of any provision
        of
        this Plan
  9. Effective
        Date.  The
        effective date
        of the Plan is January 1, 2003.