**Exhibit
      10.70**


**BUILDING
        MATERIALS HOLDING CORPORATION**
 
 **Severance
        Plan for Certain Executive Officers,**
 **Senior
        Management and Key Employees of the**
 **Company
        and its Subsidiaries**
 
 **Amended
        and Restated effective January 1, 2008**
 
 This
        Severance Plan (the "Plan") was adopted by the Board of Directors of BMC
        West
        Corporation, a Delaware corporation, on July 20, 1993 and was assumed by
        Building Materials Holding Corporation, a Delaware corporation (together
        with
        its predecessor, the "Company") as of September 23, 1997, for the benefit
        of certain executive officers, senior management and key employees of the
        Company and its Subsidiaries. The Plan, as previously amended and restated,
        was
        confirmed by the Board of Directors on February 17, 2000, May 7, 2003,
        May 3, 2004, May 1, 2006 and June 28, 2006. This Amendment and
        Restatement, effective January 1, 2008, is intended to comply with Section
        409A of the Code and the Treasury regulations and applicable guidance
        thereunder.
 
 On
        August 27, 2007, the Compensation Committee resolved to terminate the
        Severance Plan effective as of May 1, 2008 pursuant to Section 10(a)
        hereof, but only in the event that the Board of Directors or the Compensation
        Committee adopts resolutions prior to that date establishing a successor
        to the
        Severance Plan.
 
 **1.**
              **Purpose**
 
 The
        Company, on behalf of itself and its stockholders, desires to continue to
        attract and retain well-qualified executive and key personnel who are an
        integral part of the management of the Company, such as the Designated
        Employees, and to assure itself of continuity of management. The principal
        purposes of the Plan are to (i) provide an incentive to the Designated
        Employees to remain in the employ of the Company, notwithstanding any
        uncertainty and job insecurity which may be created by an actual or prospective
        Change in Control, (ii) encourage the Designated Employees' full attention
        and dedication to the Company currently and in the event of any actual or
        prospective Change in Control, and (iii) provide an incentive for the
        Designated Employees to be objective concerning any potential Change in Control
        and to fully support any Change in Control transaction approved by the Board
        of
        Directors.
 
 **2.**
              **Definitions**
 
 Terms
        not
        otherwise defined in the Plan shall have the meanings set forth in this
        Section 2.
 
 (a) Cash
        Compensation .
        "Cash
        Compensation" shall mean the sum of (i) the higher of the Designated
        Employee's annual base salary (x) at the time the Notice of Termination
        provided for in Section 4(c) of the Plan is given or (y) immediately
        prior to a Change in Control, and (ii) an amount equal to the highest cash
        bonus paid to the Designated Employee under the Company's bonus program for
        any
        of such prior three years, and (iii) the highest amount contributed as a
        Company matching or profit-sharing contribution on behalf of the Designated
        Employee under the Company's 401(k) plan (or any successor plan) for any
        of the
        three fiscal years immediately preceding the year in which the Date of
        Termination occurs, and (iv) the highest amount allocated or accrued
        (whether or not funded) as a Company contribution on behalf of the Designated
        Employee under the Company's supplemental executive retirement plan (or any
        successor plan) for any of the three fiscal years immediately preceding the
        year
        in which the Date of Termination occurs.
 
 
 (b) Cause .
        For
        purposes of the Plan and any agreements entered into pursuant to the Plan
        only,
        "Cause" shall mean: (i) the conviction by a court of competent jurisdiction
        of, or entry of a plea of guilty or of no contest to, any felony involving
        moral
        turpitude of dishonesty, (ii) a willful dereliction of duty or intentional
        and malicious conduct contrary to the best interests of the Company or its
        business if such dereliction of duty or misconduct is not corrected within
        thirty (30) days after written notice thereof from the Company, or (iii) a
        refusal to perform reasonable services customarily performed by such Designated
        Employee (other than by reason of a Disability) if such refusal is not corrected
        within thirty (30) days after written notice thereof from the Company; provided,
        however, that the Designated Employee shall not be deemed to have been
        terminated for Cause unless and until there shall have been delivered to
        the
        Designated Employee a copy of a resolution duly adopted by the affirmative
        vote
        of not less than three-quarters of the entire membership of the Company's
        Board
        of Directors at a meeting of the Board called and held for the purpose (after
        reasonable notice to the Designated Employee and an opportunity for the
        Designated Employee, together with the Designated Employee's counsel, to
        be
        heard before the Board), finding that in the good faith opinion of the Board
        the
        Designated Employee was guilty of the conduct set forth above and specifying
        the
        particulars thereof in detail. Notwithstanding the foregoing, the Designated
        Employee shall have the right to contest his termination for Cause (for purposes
        of this Agreement) by arbitration in accordance with the provisions of the
        Plan.
 
 (c) Change
        in Control .
        A
        "Change in Control" of the Company shall be deemed to have occurred if
        (i) there shall be consummated (x) any consolidation, merger or
        similar reorganization or other transaction involving the Company, other
        than a
        transaction in which the holders of the Company's Common Stock immediately
        prior
        to the transaction have the same proportionate ownership of common stock
        of the
        Company or other surviving corporation in the transaction 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,
        of the business and/or 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 Sections 13(d) and 14(d)
        of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
        including any group), shall become the "beneficial owner" (as defined in
        Rule
        13d-3 under the Exchange Act), directly or indirectly, of thirty-five (35%)
        percent or more of the Company's outstanding Common Stock, or (iv) if for
        any reason a majority of the Board is not comprised of "Continuing Directors,"
        where a "Continuing Director" of the Corporation as of any date means a member
        of the Board who (x) was a member of the Board two years prior to such date
        and at all times through such date or (y) was nominated for election or
        elected to the Board with the affirmative vote of at least two-thirds (2/3rds)
        of the directors who were Continuing Directors at the time of such nomination
        or
        election; provided , however ,
        that no
        individual initially elected or nominated as a director of the Corporation
        as a
        result of an actual or threatened election contest with respect to directors
        or
        any other actual or threatened solicitation of proxies or consents by or
        on
        behalf of any person other than the Board shall be deemed to be a Continuing
        Director.
 
 2
 (d) Code .
        "Code"
        shall refer to the Internal Revenue Code of 1986 and the regulations promulgated
        thereunder, as amended from time to time.
 
 (e) Designated
        Employees .
        "Designated Employees"' shall refer to those employees of the Company and
        its
        Subsidiaries who are designated on Schedule A attached hereto and
        incorporated herein by reference ("Schedule A"), and such other employees
        of the Company and its Subsidiaries as the Board of Directors of the Company
        shall designate from time to time. The Designated Employees may be divided
        into
        certain categories for purposes of the Plan as set forth on
        Schedule A.
 
 (f) Good
        Reason .
        A
        Designated Employee's termination of employment with the Company shall be
        deemed
        for "Good Reason" if any of the following events occur without the Designated
        Employee's express written consent and the Designated Employee provides his
        Notice of Termination upon or within one hundred eighty (180) days after
        such
        event occurring, provided , however ,
        that
        the Designated Employee must provide written notice to the Company within
        ninety
        (90) days after the occurrence of the event allegedly constituting Good Reason,
        and the Company shall have thirty (30) days after such notice is given to
        cure:
 
 (i) The
        assignment to the Designated Employee by the Company of duties materially
        inconsistent with, or a material alteration in the nature or status of, the
        Designated Employee's responsibilities immediately prior to a Change in Control
        of the Company (or thereafter if such duties and responsibilities change
        following a Change in Control with the Designated Employee’s consent) other than
        any such alteration primarily attributable to the fact that the Company's
        securities are no longer publicly traded;
 
 (ii) A
        material reduction by the Company in the Designated Employee's annual base
        salary or annual cash bonus opportunity as in effect on the date of a Change
        in
        Control of the Company or as in effect thereafter if such base salary and/or
        bonus opportunity has been increased;
 
 (iii) Any
        failure by the Company to continue in effect without material change any
        compensation, incentive, welfare or retirement benefit plan or arrangement,
        as
        well as any plan or arrangement whereby the Designated Employee may acquire
        securities of the Company or its publicly traded parent, in which the Designated
        Employee is participating at the time of a Change in Control of the Company
        (or
        any other plans providing the Designated Employee with substantially similar
        benefits) (hereinafter referred to as "Benefit Plans"), or the taking of
        any
        action by the Company which would materially adversely affect, either as
        to the
        past or prospectively, the Designated Employee's participation in or materially
        reduce or deprive the Designated Employee of the Designated Employee's benefits
        that were provided under any such Benefit Plan at the time of a Change in
        Control of the Company; unless an equitable substitute arrangement (embodied
        in
        an ongoing substitute or alternative Benefit Plan) has been made for the
        benefit
        of the Designated Employee with respect to the Benefit Plan in question;
        provided that for purposes of the foregoing, "Benefit Plans" shall include,
        but
        not be limited to, the Company's stock option plans, 401(k) plan, annual
        bonus
        plan, long-term incentive plan, or any other plan or arrangement to receive
        and
        exercise stock options or stock appreciation rights, supplemental pension
        plan,
        insured medical reimbursement plan, automobile benefits, executive financial
        planning, group life insurance plan, personal catastrophe liability insurance,
        medical, dental, accident and disability plans;
 
 3
 (iv) Relocation
        to any place more than twenty-five (25) miles from the office regularly occupied
        by the Designated Employee prior to the time of a Change in Control, except
        for
        required travel by the Designated Employee on the Company's business to an
        extent substantially consistent with the Designated Employee's business travel
        obligations at the time of a Change in Control of the Company; or
 
 (v) Any
        material breach by the Company of any provision of the Plan or of any agreement
        entered into pursuant to the Plan or any other material agreement between
        the
        Company or any subsidiary and the Designated Employee.
 
 (g) Independent
        Director .
        "Independent Director" shall have the meaning ascribed to such term in the
        Company's Rights Plan as initially adopted by the Board of
        Directors.
 
 (h) Specified
        Employee .
        "Specified Employee" shall have the meaning ascribed to such term in
        Section 409A of the Code.
 
 **3.**
              **Beneficiaries**
 
 Each
        of
        the Designated Employees shall be a beneficiary of the Plan and entitled
        to
        receive the Benefits set forth herein. The Company and each of the Designated
        Employees will execute an agreement reiterating or incorporating the obligations
        and benefits which arise from the Plan.
 
 **4.**
              **Termination
                  in Connection with Change in
                  Control**
 
 (a) Termination
        of Employment . If
        a
        Change in Control of the Company shall have occurred while the Designated
        Employee is still an employee of the Company, the
        Designated Employee shall be entitled to the compensation provided in
        Section 5 upon the subsequent termination, within three years of such
        Change in Control, of the Designated Employee's employment with the Company
        unless such termination is as a result of (i) the Designated Employee's
        death; (ii) the Designated Employee's Disability (as defined in
        Section 4(b) below); (iii) the Designated Employee's retirement in
        accordance with the Company's retirement policies; (iv) the Designated
        Employee's termination by the Company for Cause; or (v) the Designated
        Employee's decision to terminate his employment with the Company other than
        for
        Good Reason. **** In
        addition, if, prior to a Change in Control, the Designated Employee's employment
        with the Company shall be terminated other than as a result of one of the
        circumstances enumerated in Section 4(a)(i) through (v), and, within three
        (3) months following the date of such termination of employment, a Change
        in
        Control shall occur, the Designated Employee shall be entitled to the
        compensation provided in Section 5, determined as if the Designated
        Employee’s employment had so terminated following a Change in Control, which
        compensation shall be reduced by any other severance compensation previously
        paid to the Designated Employee in respect of such termination of
        employment.
 
 4
 (b) Disability .
        If, as
        a result of the Designated Employee's incapacity due to physical or mental
        illness, the Designated Employee shall have been absent from his duties with
        the
        Company on a full-time basis for six (6) months and the Company thereafter
        gives
        the Designated Employee thirty (30) day's written notice of its intention
        to
        terminate his employment, upon the expiration of such thirty (30) day period
        the
        Company may terminate the Designated Employee's employment for "Disability"
        if
        the Designated Employee shall not have returned to the full-time performance
        of
        the Designated Employee's duties.
 
 (c) Notice
        of Termination .
        Any
        purported termination of the Designated Employee's employment by the Company
        or
        the Designated Employee hereunder shall be communicated by a Notice of
        Termination given to the other party in accordance with the terms of the
        agreement entered into pursuant to the Plan. For purposes of the Plan and
        any
        agreement entered into pursuant hereto, a "Notice of Termination" shall mean
        a
        written notice which shall indicate whether or not the termination is as
        a
        result of any of the situations enumerated in Section 4(a) above and which
        sets forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for asserting that the termination of the Designated Employee's employment
        is or is not under the provision so indicated.
 
 (d) Date
        of Termination .
        "Date
        of Termination" shall mean (i) if the Designated Employee is terminated by
        the Company for Disability, thirty (30) days after the Notice of Termination
        is
        given to the Designated Employee (provided that the Designated Employee shall
        not have returned to the performance of the Designated Employee's duties
        on a
        full-time basis during such thirty (30) day period) or (ii) if the
        Designated Employee's employment is terminated by the Company for any other
        reason or by the Designated Employee, the date on which a Notice of Termination
        is given.
 
 **5.**
              **Severance
                  Compensation upon Termination of
                  Employment**
 
 If
        the
        Designated Employee's employment with the Company shall be terminated within
        three months before or within three years after a Change in Control, other
        than
        as a result of one of the circumstances enumerated in Section 4(a)(i)
        through (v) of the Plan, then the Company shall, subject to the execution
        and
        non-revocation of a mutual release of claims by the Designated Employee in
        the
        form set forth on Exhibit A hereto:
 
 (a) Pay
        to
        the Designated Employee as severance pay in a lump sum, in cash, on or before
        the tenth day following the Date of Termination, an amount equal to the multiple
        specified on Schedule A times the Designated Employee's Cash
        Compensation;
 
 (b) Effective
        May 1, 2008, arrange to provide the Designated Employee for a period of
        eighteen (18) months with health and life insurance substantially similar
        to
        those insurance benefits which the Designated Employee is receiving immediately
        prior to either (A) the Change in Control or (B) the Notice of
        Termination, as elected by the Designated Employee. Benefits otherwise
        receivable by the Designated Employee pursuant to this Section 5(b) shall
        be reduced to the extent comparable benefits are actually received by the
        Designated Employee during such eighteen (18) month period following his
        termination from a subsequent employer or through self-employment, and any
        such
        benefits actually received by the Designated Employee shall be reported by
        him
        to the Company;
 
 5
 (c) Pay
        to
        the Designated Employee a single lump sum payment, on or before the tenth
        day
        following the Date of Termination, equal to the excess of (x) over (y), where
        (x) is equal to the lump sum present value of the pension benefit that the
        Designated Employee would receive under any pension plan which is or has
        been
        maintained by the Company and in which the Designated Employee is or was
        a
        participant (the "Pension Plan"), at his earliest benefit commencement date
        under the Pension Plan computed by increasing his actual number of years
        of
        credited service performed as of the date of his termination of employment,
        or,
        if earlier, the termination of the Pension Plan, by the number of years
        specified on Schedule A, and (y) is equal to the lump sum present
        value of the pension benefit actually payable to the Designated Employee
        on his
        earliest benefit commencement date under the Pension Plan based on the actual
        number of years of credited service performed as of the Designated Employee's
        Date of Termination, or, if earlier, the termination of the Pension Plan.
        The
        foregoing lump sum present value amounts shall be computed using the actuarial
        factors under the Pension Plan in effect on the Designated Employee's Date
        of
        Termination or, if earlier, the termination of the Pension Plan;
 
 (d) Pay
        to
        the Designated Employee, on or before the tenth (10th) day following the
        Date of
        Termination, an amount equal to the Designated Employee’s target or base bonus
        opportunity for the year in which the Date of Termination occurs under the
        Company’s annual cash-based incentive compensation plan, prorated by multiplying
        such amount by a fraction, the numerator of which shall be the actual number
        of
        days that have elapsed during such year prior to the Date of Termination,
        and
        the denominator of which shall be three hundred sixty-five (365);
        and
 
 (e) Pay
        to
        the Designated Employee, on or before the tenth (10th) day following the
        Date of
        Termination, any gross-up amounts as calculated under Section 6 of the
        Plan.
 
 Notwithstanding
        the foregoing, in the event that the multiples set forth on Schedule A for
        any Designated Employee are greater than the number of full years remaining
        until such Designated Employee's agreed upon retirement date or normal
        retirement age of sixty-five (65), the multiples shall be automatically reduced
        to the number of years and/or partial years (measured by months) remaining
        until
        said Designated Employee's retirement date. In addition, following the
        expiration of the health insurance benefits continuation provided under
        Section 5(b), each Designated Employee who, at the time of his termination
        of employment, was an officer of the Company shall be eligible to participate
        in
        the Company's health care plan, either on an individual basis or family basis
        to
        include his dependent spouse, until such time as he becomes eligible to
        participate in the BMHC Retirement Health Care Plan ("Retiree Health Care
        Plan"), subject to such Designated Employee's payment of one-half of the
        applicable COBRA premiums. If a Designated Employee who, at the time of his
        termination of employment, was an officer of the Company shall be eligible
        and
        elects to participate in the Retiree Health Care Plan in accordance with
        its
        terms and conditions, such Designated Employee shall only be required to
        pay
        one-half of the applicable premium under the Retiree Health Care
        Plan.
 
 6
 It
        is the
        Company's intention that each of the payments or benefits provided under
        Sections 5(a), 5(c), 5(d) and 5(e) be paid on or before March 15th of the
        year after the year in which they are earned ( i.e. ,
        the
        short-term deferral period described in Treasury regulations section
        1.409A-1(b)(4)). However, notwithstanding anything herein to the contrary,
        to
        the extent that the Board of Directors of the Company determines, in its
        sole
        discretion, that any payments or benefits to be provided hereunder to or
        for the
        benefit of a Designated Employee who is also a Specified Employee would be
        subject to the additional tax imposed under Section 409A(a)(1)(B) of the
        Code or
        any other taxes or penalties imposed under Section 409A of the Code or a
        successor or comparable provision (the "Section 409A Taxes"), the
        commencement of such payments and/or benefits shall be delayed until the
        date
        that is six months following the Date of Termination or such earlier date
        that,
        as determined by the Company, is sufficient to avoid the imposition of
        Section 409A Taxes (such date is referred to herein as the "Distribution
        Date"). In the event that the Board of Directors determines that the
        commencement of any of the benefits to be provided under Section 5(b) are
        to be delayed pursuant to the preceding sentence, the Company shall require
        the
        Designated Employee to bear the full cost of such benefits until the
        Distribution Date at which time the Company shall reimburse the Designated
        Employee for all such costs. If any payments or benefits are delayed pursuant
        to
        this paragraph, such delayed payments or benefits, when paid or reimbursed,
        shall be increased by an amount equal to interest on such payments or
        reimbursements for the period between the Date of Termination and the applicable
        Distribution Date at a rate equal to the prime rate in effect as of the Date
        of
        Termination plus one point (for this purpose, the prime rate will be based
        on
        the rate published from time to time in The
        Wall Street Journal ).
 
 **6.**
              **Gross-up
                  Payments**
 
 (a) Gross-up
        in Benefits For "Parachute Payment" .
        In the
        event that, as a result of payments in the nature of compensation to or for
        the
        benefit of a Designated Employee under this Plan or otherwise in connection
        with
        a Change in Control, any state, local or federal taxing authority imposes
        any
        taxes on the Designated Employee that would not be imposed but for the
        occurrence of a Change in Control, including any excise tax under
        Section 4999 of the Code and any successor or comparable provision (other
        than ordinary income and employment taxes imposed on such payments), then,
        in
        addition to the benefits provided for under Sections 5(a) through (d) or
        otherwise (including Section 6(b)), the Company (including any successor to
        the Company) shall pay to the Designated Employee at the time any such amounts
        are paid an amount equal to the amount of any such tax imposed or to be imposed
        on the Designated Employee (the amount of any such payment, the "Parachute
        Tax
        Reimbursement"). In addition, the Company (including any successor to the
        Company) shall "gross up" such Parachute Tax Reimbursement by paying to the
        Designated Employee at the same time an additional amount equal to the aggregate
        amount of any additional taxes (whether income taxes, excise taxes, special
        taxes, additional taxes, employment taxes or otherwise) that are or will
        be
        payable by the Designated Employee as a result of the Parachute Tax
        Reimbursement being paid or payable to the Designated Employee and/or as
        a
        result of the additional amounts paid or payable to the Designated Employee
        pursuant to this sentence, such that after payment of such additional taxes
        the
        Designated Employee shall have been paid on an after-tax basis an amount
        equal
        to the Parachute Tax Reimbursement. It is the intention of the Company that
        payment of the Parachute Tax Reimbursement be made within the time period
        specified in Treasury regulations section 1.409A-3(i)(1)(v).
 
 7
 (b) Gross-up
        in Benefits For Additional Taxes under Section 409A of the Code .
        In the
        event that, as a result of payments to or for the benefit of a Designated
        Employee under this Plan, the Designated Employee is subject to the
        Section 409A Taxes, then, in addition to the benefits provided for under
        Sections 5(a) through (d) or otherwise (including Section 6(a)), the
        Company (including any successor to the Company) shall pay to the Designated
        Employee at the time any such amounts are paid an amount equal to the amount
        of
        any such Section 409A Tax imposed or to be imposed on the Designated
        Employee (the amount of any such payment, the "Section 409A Tax
        Reimbursement"). In addition, the Company (including any successor to the
        Company) shall "gross up" such Section 409A Tax Reimbursement by paying to
        the Designated Employee at the same time an additional amount equal to the
        aggregate amount of any additional taxes (whether income taxes, excise taxes,
        special taxes, additional taxes, employment taxes or otherwise) that are
        or will
        be payable by the Designated Employee as a result of the Section 409A Tax
        Reimbursement being paid or payable to the Designated Employee and/or as
        a
        result of the additional amounts paid or payable to the Designated Employee
        pursuant to this sentence, such that after payment of such additional taxes
        the
        Designated Employee shall have been paid on an after-tax basis an amount
        equal
        to the Section 409A Tax Reimbursement.
 
 **7.**
              **Arbitration**
 
 The
        Company and, by accepting participation in the Plan, each Designated Employee
        agree that any and all disputes or controversies arising out of or relating
        to
        the Plan, including, without limitation, any claim of fraud, any agreement
        entered into between the parties pursuant to the Plan or the general validity
        or
        enforceability of either, shall be governed by the laws of the State of
        Delaware, without giving effect to its conflict of laws provisions, and shall
        be
        submitted to binding arbitration in accordance with the employment arbitration
        rules of Judicial Arbitration and Mediation Services (" JAMS ")
        by a
        single impartial arbitrator experienced in employment law selected as follows:
        if the Company and the applicable Designated Employee are unable to agree
        upon
        an impartial arbitrator within ten (10) days of a request for arbitration,
        the
        parties shall request a panel of employment arbitrators from JAMS and
        alternative strike names until a single arbitrator remains. The arbitration
        shall be conducted in the city where the Designated Employee's principal
        office
        was maintained prior to his termination of employment, applying the laws
        of the
        State of Delaware, and the Company and, by accepting participation in the
        Plan,
        each Designated Employee agree to submit to the jurisdiction of the arbitrator
        selected in accordance with JAMS' rules and procedures. All fees and expenses
        of
        any arbitration, including the Designated Employee's reasonable legal fees
        and
        costs, are to be advanced by the Company. T he
        Company and, by
        accepting participation in the Plan, each Designated Employee further
        agree that arbitration as provided in this Section 7 shall be the exclusive
        and binding remedy for any such dispute and will be used instead of any court
        action, which is hereby expressly waived, except for any request by either
        party
        hereto for temporary or preliminary injunctive relief pending arbitration
        in
        accordance with applicable law, or an administrative claim with an
        administrative agency ,
        and
        that the award of the arbitrator, which shall include a determination based
        on
        relative success on the merits as to whom shall bear the Designated Employee's
        legal fees, shall be final and binding on both parties, and nonappealable.
        The
        arbitrator shall have discretion to award monetary and other damages, or
        no
        damages, and to fashion such other relief as the arbitrator deems appropriate.
        The Company will be responsible for paying any filing fees and costs of the
        arbitration proceeding itself (for example, arbitrators' fees, conference
        room,
        transcripts), but, except as set forth in this Section 7, each party shall
        be responsible for its own attorneys' fees. THE COMPANY AND EACH DESIGNATED
        EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING
        ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER
        STATE
        OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY,
        DETERMINED BY A JURY.
 
 8
 **8.**
              **Mitigation
                  of Damages; Effect of Plan**
 
 (a) The
        Designated Employee shall not be required to mitigate damages or the amount
        of
        any payment provided for under the Plan by seeking other employment or
        otherwise, nor shall the amount of any payment provided for under the Plan
        be
        reduced by any compensation earned by the Designated Employee as a result
        of
        employment by another employer or by retirement benefits after the Date of
        Termination, or otherwise, except to the extent provided in Section 5(b)
        above.
 
 (b) The
        provisions of the Plan, and any payment provided for hereunder, shall not
        reduce
        any amounts otherwise payable, or in any way diminish the Designated Employee's
        then existing rights, or rights which would accrue solely as a result of
        the
        passage of time, under any Benefit Plan, employment agreement or other contract,
        plan or arrangement.
 
 **9.**
              **Funding
                  Upon Change in Control**
 
 (a) Immediately
        prior to the occurrence of a Change in Control, the Board of Directors of
        the
        Company shall have the discretion to direct the Company to fund, to the extent
        it has not done so, a sum equal to the present value on the date of the Change
        in Control (determined using an interest rate equal to the short-term applicable
        federal rate (with annual compounding) established under Section 1274(d) of
        the Code for the month in which the Change in Control occurs) of any amounts
        that are or would reasonably be expected to become payable to the Designated
        Employees under the Plan (including a good faith estimate of expenses of
        the
        trust in the event that the Company does not timely pay such expenses) by
        establishing and irrevocably funding a trust for the benefit of the Designated
        Employees. The trustee of such trust shall be instructed to pay out any such
        amounts as and to the extent such amounts become payable in accordance with
        the
        terms of the Plan.
 
 (b) The
        trust
        established under this Section 9 shall be a grantor trust described in
        Section 671 of the Code. The Company shall be solely responsible for and
        shall directly pay all fees and expenses of the trust; provided, however,
        in the
        event that the Company does not pay all of the fees and expenses of the trust,
        the trustee shall have the authority to pay such fees from the assets of
        the
        trust.
 
 (c) Any
        payments of severance or other benefits by the trust established pursuant
        to
        this Section 9 shall, to the extent thereof, discharge the Company’s
        obligation to pay severance and other benefits under the Plan, it being the
        intent of the Company that the assets in such trust be held for the purpose
        of
        discharging any obligation of the Company to pay severance and other benefits
        under the Plan.
 
 9
 (d) The
        trust
        established under this Section 9 shall not terminate until the date on
        which all payments and benefits to be funded out of the trust have been
        satisfied and discharged in full. Upon termination of the trust any assets
        remaining in the trust shall be returned to the Company.
 
 **10.**
              **Term;
                  Amendments; No Effect on Employment Prior to Change in Control;
                  Agreements Incorporated by
                  Reference**
 
 (a) The
        Plan
        shall have successive two-year terms which shall be automatically renewed
        unless
        prior to a Change in Control and prior to the applicable automatic renewal
        date
        action is taken by the Board of Directors of the Company to terminate the
        Plan
        effective as of a renewal date. The Plan may also be amended from time to
        time
        by the Board of Directors of the Company; provided, however, that such
        amendments (other than amendments that are (i) intended to ensure
        compliance with applicable law or (ii) are favorable to the Designated
        Employees) may only be adopted prior to a Change in Control and shall only
        be
        effective on and after the applicable renewal date, in both cases unless
        agreed
        to and approved by the Designated Employee. Notwithstanding the foregoing,
        the
        Plan shall terminate three years from the date of a Change in Control and
        shall
        terminate as to any Designated Employee participating in the Plan upon the
        termination of the Designated Employee's employment with the Company based
        on
        death, Disability (as defined in Section 3(b)), mandatory retirement or
        Cause (as defined in Section 1(b)) or by the Designated Employee other than
        for Good Reason (as defined in Section 1(e)). Termination or amendment of
        the Plan shall not affect any obligation of the Company under the Plan which
        has
        accrued and is unpaid as of the effective date of the termination or amendment.
        Unless and until a Change in Control shall have occurred, a Designated Employee
        shall not have any vested rights under the Plan or any agreement entered
        into
        pursuant to the Plan.
 
 (b) Nothing
        in the Plan or any agreement entered into pursuant to the Plan shall confer
        upon
        the Designated Employee any right to continue in the employ of the Company
        prior
        to a Change in Control of the Company or shall interfere with or restrict
        in any
        way the rights of the Company, which are hereby expressly reserved, to discharge
        the Designated Employee at any time prior to the date of a Change in Control
        of
        the Company for any reason whatsoever, with or without cause.
 
 (c) Notwithstanding
        anything herein or in any agreement entered into pursuant to the Plan to
        the
        contrary, the Board of Directors of the Company may, in its sole discretion,
        amend the Plan (which amendment shall be effective upon its adoption or at
        such
        other time designated by the Board of Directors) at any time prior to a Change
        in Control as may be necessary to avoid the imposition of the additional
        tax
        under Section 409A(a)(1)(B) of the Code; provided , however ,
        that
        any such amendment shall be implemented in such a manner as to preserve,
        to the
        greatest extent possible, the terms and conditions of the Plan as in existence
        immediately prior to any such amendment.
 
 10
 (d) Any
        agreement entered into by the Company and a Designated Employee, including
        any
        employment agreement, that either
        (i) explicitly makes
        reference to this Plan or (ii) confers
        rights or provides benefits to a Designated Employee upon such Designated
        Employee’s termination of employment with the Company (a
“Designated Employee Agreement”) shall be incorporated herein by reference to
        the extent that the terms of such Designated Employee Agreement pertain to
        this
        Plan and/or the circumstances under which payments and/or benefits are provided
        under this Plan. To the extent that such Designated Employee Agreement provides
        for rights or benefits to the Designated Employee under this Plan that are
        more
        favorable than the rights or benefits actually provided for hereunder, the
        terms
        of such Designated Employee Agreement shall govern.
  (e) In
        the
        event that any Designated Employee Agreement confers rights or provides benefits
        that are of the same type as the rights or benefits conferred or provided
        for
        under this Plan (without
        giving effect to Section 10(d) hereof) and,
        but
        for the provisions of this Section 10(e) would also be provided under this
        Plan (without
        giving effect to Section 10(d) hereof) such
        that the
        conferral of such rights or the provision of such benefits pursuant to both
        the
        Designated Employee Agreement and this Plan (without
        giving effect to Section 10(d) hereof)  would
        result in the Designated Employee receiving rights or benefits that are
        duplicative in nature (the “Duplicative Rights”), then the Duplicative Rights
        provided for under the Designated Employee Agreement will offset any Duplicative
        Rights that would otherwise be provided hereunder.
 11
   **SCHEDULE
                  A**Effective
                  August 24, 2007Expires
                  May 1, 2008**Category**
              
              
              **Multiple
                  for**
                **Cash**
                **Compensation**
                **Under**
                **Section
                  5(a)**
              **Years
                  for**
                **Pension**
                **Benefit**
                **Under**
                **Section
                  5(c)****I**
              **Senior
                  Executive Officers * and Certain Executives**
              **3**
              **3****II**
              
              
              
              **3**
              **3****III**
              **BMC
                  West and SelectBuild Vice Presidents -
                  Administrative**
              **2**
              **2****IV**
              **Building
                  Materials Holding Corporation, BMC West and SelectBuild Key Operating
                  Personnel**
              **1**
              **1****V**
              **BMHC
                  Key Corporate Administrative Employees whose total annual compensation
                  exceeds $100,000**
              **minimum
                  of 1**
              **minimum
                  of 1***
                  Plan
                  benefits for certain Senior Executive Officers are subject to Employment
                  Agreements