Exhibit 10.71




BUILDING MATERIALS HOLDING
CORPORATION





CHANGE IN CONTROL SEVERANCE PLAN
FOR


NON-OFFICER
EMPLOYEES








AND SUMMARY PLAN
DESCRIPTION














Effective May 1,
2008









TABLE OF CONTENTS




Section
      1.
                
                Introduction
                1Section
      2.
                
                Eligibility
      For Participation in the Plan
                1Section
      3.
                
                Eligibility
      For Severance Benefits
                3Section
      4.
                
                Severance
      Benefits
                4Section
      5.
                
                Notices
                5Section
      6.
                
                Claims
                6Section
      7.
                
                Plan
      Amendment and Termination
                7Section
      8.
                
                Legal Rights
      Under ERISA
                8Section
      9.
                
                Other
      Important Information
                9Section
      10.
                
                Important
      Plan Information
                10Exhibit
      A
                
                
                i









BUILDING MATERIALS HOLDING
CORPORATION


CHANGE IN CONTROL SEVERANCE PLAN FOR
EMPLOYEES


AND SUMMARY PLAN
DESCRIPTION







Section
1.     Introduction







The Building Materials Holding Corporation
Change in ControlSeverance
Planfor Non-Officer
Employees(the"Plan") was adopted by the Board of Directors
of Building Materials Holding Corporation, aDelawarecorporation (the"Company") on May 5, 2008 for the benefit ofeligible employees of the
Company.  The
effective date of the Plan is May 1, 2008 ("Effective
Date").





The Plan is
designed to assist the Company in attracting and retaining well-qualified
employees, to provide an incentive to employees to remain in the employ of the
Company, notwithstanding uncertainty and job insecurity which may be created by
an actual or prospective Change in Control (as defined below), and to
encourage employees' full attention and dedication to the Company currently and
in the event of an actual or prospective Change in Control (as defined
below).





The Plan is
designed not to include employees of the Company or its affiliates that are
located in operations since the employment of those employees is not likely to
be impacted by a Change in Control.  This Plan is focused on the
administrative staff of the Company that are most at risk of the elimination of
their employment if there is a Change in Control.





The Plan supersedes any prior plan,
policy or practice involving the payment of severance benefits by the Company in
connection with the occurrence of a Change in Control.  While the Plan
is in effect, any change of control severance benefits provided to a Participant
by the Company must be paid pursuant to the Plan or pursuant to another express
written agreement between the Company and the Participant signed by such
employee and a duly authorized officer of the Company.





The Plan is designed to be an "employee
welfare benefit plan," as defined in Section 3(1) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and, accordingly, this Plan is
governed by ERISA.  This document constitutes both the official plan
document and the required summary plan description under
ERISA.







Section 2.Eligibility
For Participation in the Plan




In order to be a "Participant" in the Plan, the employee must
currently be, and have been continuously for at least one year, actively
employed by the Company as a regular full-time employee either (a) in the San
Francisco Corporate Office or Boise Administrative Service Center , (b) by a
Department reporting to the Company and located outside of the San Francisco and
Boise offices, (c) be employed by a subsidiary of the Company but located in the
Boise office  (d) not be excluded from eligibility under the
categories or circumstances described below, and (d) have experienced an
involuntary termination by the Company within one month before or within six
months after a Change in Control of the Company.  An employee will not
be eligible to participate in the Plan if he or she continues service with the
Company or an affiliate of the Company or with a new owner of the Company or a
subsidiary or division of the Company or with an affiliate of such new owner in
any other position or capacity following job elimination.




1




·
              For purposes of this Plan, the
      term "Change in Control" is defined on Exhibit A attached
      hereto.





Excluded
Categories:  The
following employees are not eligible to participate in the Plan:  (a)
employees at the Vice President level and above, (b) part-time employees (for
purposes of the Plan, a "part-time" employee is one who works less than 32 hours
per week, (c) interns, (d) seasonal or temporary employees (for purposes of the
Plan, a "seasonal or temporary" employee is one whose expected term of
employment is six or fewer months and who has not completed at least six
consecutive full months of employment at the time of termination), and (e)
management trainees.  In addition, no individual will be eligible to
participate in the Plan if such individual is classified by the Company in any
of the following categories at the time of termination of services, even if a
court or agency determines such individual should have been classified as a
common law employee:  (i) an independent contractor or consultant,
(ii) an individual paid by or through an agency or employee leasing company or
other third party (e.g., a leased employee), or (iii) a
freelance worker not treated as an employee.





Excluded
Circumstances:  An employee will not be
eligible to participate in the Plan if the circumstances of his or her
termination by the Company are as follows:





·
              The employee voluntarily
      terminates employment, quits or abandons performance of his or her duties,
      unless the employee has already received notice that his or her employment
      will be involuntarily terminated by the Company due to work force
      reduction or job elimination and the Plan Administrator determines, in its
      sole discretion, that
      such employee's earlier voluntary termination is in the best interests of
      the Company;





·
              The employee is discharged for a
      reason other than work force reduction or job elimination (including, but
      not limited to Cause as defined below), as determined by the Plan
      Administrator in its sole discretion, whether or not the employee's
      position is subsequently eliminated by the Company;





·
              The employee's employment ends on
      account of death or
disability;





·
              The employee is offered and
      accepts another position with the Company or an affiliate of the
      Companyor with a new owner of the Company
      or a subsidiary or division of the Company or with an affiliate of such
      new owner, whether before or after notification of the elimination of his
      or her current position or of a work force reduction that would result in
      termination of his or her employment, even if there is a gap in employment
      following elimination of such position and commencement of the new
      assignment;





·
              The employee is offered and
      declines a Comparable Position (as defined below) with the Company, an
      affiliate of the Company or with a new owner of the Company or a
      subsidiary or division of the Company or with an affiliate of such new
      owner;  or




2




·
              The employee is a party to a
      written agreement with the Company, other than the Separation Agreement
      referenced in Section 3 below, that provides severance-type benefits to
      such employeein
      connection with the occurrence of a Change in Control.





"Cause" means:





i.
            an employee's failure or refusal
      to perform his or her assigned duties, including any unapproved absence or
      any failure to perform as reasonably instructed by the employee's
      supervisor or Company management;





ii.
            an employee's failure to comply
      with the Company's written policies, or an employee's unauthorized use of
      Company property or unauthorized use or disclosure of Company confidential
      information;





iii.
            an employee's willful statements
      or conduct reflecting adversely on the Company;
  or





iv.
            an employee's illegal conduct,
      gross misconduct or
dishonesty.





"Comparable
Position" means a position
with the following attributes:  (a) base salary or base hourly wages
at least equal to the base salary or base hourly wages of the employee's
immediately previous position; (b) incentive compensation and broad-based
benefits with substantially the same value as provided in the employee's
immediately previous position;  (c) duties and responsibilities not
clearly inconsistent with the employee's skills and experience;  (d) a
work location no more than 35miles from the employee's immediately
previous work location; and (e) a work location for which the employee's
relocation of the employee's principal residence is not required by the
Company.






Section 3.Eligibility
For Severance Benefits




To be eligible to receive severance
benefits under the Plan, in addition to meeting the requirements for eligibility
to participate in the Plan and to become a Participant, the employee must meet
the following conditions at all times until the payment of benefits under the
Plan is complete:





·
              The employee must execute a
      Separation Agreement satisfactory to the Plan Administrator and within the
      time periods established by the Plan Administrator, under which the
      employee agrees:  (a) to cooperate with the orderly transfer of
      his or her duties as requested by the Company;  (b) to return
      all Company property by a date specified by the Plan
      Administrator;  (c) to continue to maintain the confidentiality
      of Company proprietary and confidential information;  (d) not to
      solicit the employees of the Company or any affiliate of the
      Company;  (e) not to disparage the Company or any parent or
      subsidiary of the Company, or any of the products or services provided by
      the Company or any parent or subsidiary of the Company, or any officer,
      director, employee, independent contractor, owner, agent or other
      representative of the Company or any parent or subsidiary of the
      Company;  (f) to waive claims with respect to the Company and
      all related parties;  and (g) to waive all rights to pursue any
      type of legal, equitable, or administrative claim against any person
      listed in (e) above for any reason, except for claims for unemployment
      compensation, for workers' compensation claims to the extent such
      exception is required by state law, and for claims that by law are
      unwaivable.




3




·
              The employee must not voluntarily
      terminate his or her employment or fail to perform his or her assigned
      duties prior to the termination date established by the Company, unless
      the Plan Administrator determines, in its sole discretion, that earlier voluntary
      termination is in the best interests of the
  Company.





·
              The employee must not engage in
      conduct prior to the termination date established by the Company that
      would be Cause for termination, as described above, as determined by the
      Plan Administrator in its sole
  discretion.







Section 4.Severance
Benefits





Severance
Pay.  Eligible
Participants will receive a severance pay benefit ("Severance
Pay") under this Plan equal
to two (2) weeks of Base Pay (defined below), plus one (1) additional week of
Base Pay for each whole Year of Service (defined below), up to a maximum of
twenty-five (25) weeks of Base Pay in the aggregate.  The number of
weeks corresponding to the Severance Pay received is called the "Severance
Period."





Severance Pay and Severance Period will
be reduced by each of the following:





·
              wages or wage replacement benefits
      paid or payable to the Participant with respect to any applicable notice
      period (including any pay in lieu of notice) in connection with the
      Participant's termination of employment, whether such notice period is
      required under the Worker Adjustment and Retraining Notification Act or
      any state law with respect to notice or any Company policy, or any written
      agreement between the Participant and the
  Company.





·
              to the extent permitted by law, by
      any debt that the Participant owes the Company at the time the Severance
      Pay becomes payable.





·
              A "Year
      of Service" is 12
      full months of active, regular full-time employment with the Company
      calculated from the Participant's hire date as a regular full-time
      employee.  Paid leaves of absence (including paid time off and
      holiday pay) count as active employment for purposes of this
      Plan.  Unpaid leaves of absence, or absences during which an
      employee receives wage replacement benefits such as disability benefits or
      workers compensation benefits, do not count as active employment for
      purposes of this Plan.  Any periods of time that do not count as
      active employment shall be subtracted after the Company makes an initial
      determination of a Participant's whole and partial Years of Service (which
      initial determination shall be based on the period of time between such
      Participant's hire date and termination date) in order to arrive at a
      final calculation of such Participant's whole and partial Years of
      Service.  For avoidance of doubt, no Participant may have more
      than one partial Year of Service.  If a Participant has
      previously left the employ of the Company and is subsequently rehired, the
      Participant's "hire date" shall be the date that the Participant commenced
      performing services for the Company after most recently being
      rehired.




4




·
              For purposes of calculating
      Severance Pay,BasePay means, as
      reflected on the Company's payroll records, the higher of the
      Participant's annual base salary or base hourly wage rate (a) at the
      time the Participant is involuntarily terminated or (b) immediately
      prior to the Change in Control.  If a Participant's Base Pay is
      calculated using the Participant's annual base salary, a week of Base Pay
      shall be determined by dividing the Participant's annual base salary by
      fifty-two (52).  If a Participant's Base Pay is calculated using
      the Participant's base hourly wage rate, a week of Base Pay shall be
      determined by multiplying the Participant's base hourly wage rate by forty
      (40).





·
              Severance Pay will be paid
      according to the Company's regular payroll practice and issubject
      to withholding deductions as required by
law.





Company-Paid Health
Insurance.  Each Participant who is enrolled in a health,
vision or dental plan sponsored by the Company may be eligible to continue
coverage under such health, vision or dental plan (or to convert to an
individual policy) under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA")
at the time of the Participant's termination of employment. The Company will
notify the individual of any such right to continue health coverage at the time
of termination.





·
              The Company
      will pay to eligible Participants an amount that represents such
      Participant's COBRA premiums during the Severance Period (and rounding up
      to the last day of themonth in whichtheSeverancePeriod ends)to the extent that the
      Participant elects to continue health, vision and/or dental benefits
      during the Severance Period.The COBRA premiums
      paid by the Company will cover a Participant's dependents if, and only to
      the extent that, such dependents were enrolled in a health, vision or
      dental plan sponsored by the Company prior to the Participant's
      involuntary termination..





·
              No provision
      of this Plan will affect the continuation coverage rules under
      COBRA.  Therefore, the period during which a Participant must
      elect to continue the Company’s group medical, vision or dental coverage
      under COBRA, the length of time during which COBRA coverage will be made
      available to the Participant, and all other rights and obligations of the
      Participant under COBRA (except the obligation to pay premiums that the
      Company pays during the Severance Period) will be applied in the same
      manner that such rules would apply in the absence of this
      Plan.





·
              All
      non-health benefits shall terminate as of the Participant's termination
      date.







Section 5.Notices




Any notice or other communication under
the Plan must be in writing and will be deemed given when delivered personally,
when delivered electronically with confirmation of delivery, when delivered by
overnight delivery service with proof of delivery, or when sent by certified or
registered mail, return receipt requested, addressed as follows or to such other
address as any party may hereafter designate in accordance with this
provision:




5




If to The Company or the Plan
Administrator:





Building Materials Holding
Corporation


FourEmbarcaderoCenter, Ste. 3200


San Francisco,CA94111


Attn: General
Counsel





If to the
Participant: to the address
appearing in the payroll records of the Company.







Section 6.Claims





Initial
Claims Procedure:Any employee who does not receive a benefit under the Plan that he or she
feels he or she is entitled to receive may make a written claim to the Plan
Administrator within 90 days after his or her termination, in accordance with
the Notice provisions of Section 5, and which explains the reasons for such
claim.  The claimant will be informed of the Plan Administrator's
decision with respect to the claim within 90 days after it is
filed.  Under special circumstances, the Plan Administrator may
require an additional period of not more than 90 days to review the
claim.  If that happens, the claimant will receive a written notice of
that fact, which will also indicate the special circumstances requiring the
extension of time and the date by which the Plan Administrator expects to make a
determination with respect to the claim.  If the extension is required
due to the claimant's failure to submit information necessary to decide the
claim, the period for making the determination will be tolled from the date on
which the extension notice is sent until the date on which the claimant responds
to the Plan Administrator's request for information.





If a claim is
denied in whole or in part, or any adverse benefit determination is made with
respect to the claim, the claimant will be provided with a written notice
setting forth the reason for the determination, along with specific references
to Plan provisions on which the determination is based.  This notice
will also provide an explanation of what additional information is needed to
evaluate the claim (and why such information is necessary), together with an
explanation of the Plan's claims review procedure and the time limits applicable
to such procedure, as well as a statement of the claimant's right to bring a
civil action under Section 502(a) of ERISA following an adverse benefit
determination on review.  If an internal rule, guideline, protocol, or
other similar criterion was relied upon in making the determination, the notice
will either provide that rule, guideline, protocol or other similar criterion or
will contain a statement that it will be provided upon request.





Claims Appeal
Procedure:  If the claim has been denied, and the claimant
wishes to pursue the claim further, the claimant must request that the Plan
Administrator review the denial.  The request must be in writing and
must be made within 60 days after written notification of denial.  In
connection with this request, the claimant may review documents pertinent to the
claim (other than those that are legally privileged) and may submit to the Plan
Administrator written comments, documents, records, and other information
related to the claim.




The review by the
Plan Administrator will take into account all comments, documents, records, and
other information that the claimant submits relating to the
claim.  The Plan Administrator will make a final written decision on a
claim review, in most cases within 60 days after receipt of a request for a
review.  In some cases, the claim may take more time to review, and an
additional processing period of up to 60 days may be required.  If
that happens, the claimant will receive a written notice of that fact, which
will also indicate the special circumstances requiring the extension of time and
the date by which the Plan Administrator expects to make a determination with
respect to the claim.  If the extension is required due to the
claimant's failure to submit information necessary to decide the claim, the
period for making the determination will be tolled from the date on which the
extension notice is sent to the claimant until the date on which the claimant
responds to the Plan's request for information.




6




The Plan Administrator's
decision on the claim for review will be communicated to the claimant in
writing.  If an adverse benefit determination is made with respect to
the claim, the notice will include (i) the specific reason(s) for any adverse
benefit determination, with references to the specific Plan provisions on which
the determination is based; (ii) a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to (and copies of)
all documents, records and other information relevant to the claim (other than
those that are legally privileged); and (iii) a statement of the claimant's
right to bring a civil action under Section 502(a) of ERISA.  If an
internal rule, guideline, protocol, or other similar criterion was relied upon
in making the determination, the notice will either provide that rule,
guideline, protocol or other similar criterion or will contain a statement that
it will be provided upon request.  The decision of Plan Administrator
is final and binding on all parties.





Requirement to Follow Claims
Procedures:  If a claimant does not file his or her claim in
accordance with the Plan's claim procedures described above, including
applicable time limits, the claimant will not be entitled to benefits under this
Plan.





Limitation on Legal
Action:  No legal action with respect to this Plan may be
brought until a claimant has exhausted the claims procedures described above,
including the claims appeal procedure.  No legal action for coverage
or benefits under the Plan may be commenced or maintained more than two years
after the circumstances giving rise to the claim arose or, if earlier, one year
after the claims procedures, including the claims appeal procedure, is
exhausted.







Section 7.Plan
Amendment and Termination





The Company reserves the right to
suspend or terminate the Plan at any time.  The Company also reserves
the right to amend or modify the Plan at any time and in any respect (including
but not limited to an amendment or modification to reduce or eliminate some or
all benefits payable under the Plan or to exclude certain employees or classes
of employees from future eligibility to participate in the Plan) by action of
the Board of Directors of the Company (the "Board") or the Compensation
Committee of the Board, with or without prior notice to, and effective with
respect to, employees who may in the future become eligible to participate in
the Plan or become eligible for benefits payable under the
Plan.  However, no such amendment, modification, suspension or
termination will be effective to decrease benefits under the Plan for which an
employee has already become a Participant.





7




Section 8.Legal Rights
Under ERISA





An employee covered
under the Plan is entitled to certain rights and protections under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").  ERISA
provides that you are entitled to:





Receive
Information About Your Plan and Benefits





Examine, without
charge, at the Human Resources office of the Company, and at other specified
locations, such as worksites, all documents governing the Plan, including a copy
of the latest annual report (Form 5500 Series), if any, filed by the Plan with
the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration.





Obtain, upon
written request to the Plan Administrator, copies of the most recent version of
this Plan and summary plan description and the latest annual report (Form 5500
Series), if any.  The Plan Administrator may charge a reasonable
amount for the copies.





Receive a summary
of the Plan's annual financial report (if any).  The Plan
Administrator is required by law to furnish each participant with a copy of this
summary annual report.





Prudent
Actions by Plan Fiduciaries





In addition to
creating rights for Plan participants, ERISA imposes duties upon the people who
are responsible for the operation of the Plan.  The people who operate
the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and
in the interest of the Plan participants and beneficiaries.  No one,
including the employer or any other person, may fire an employee or otherwise
discriminate against an employee in any way to prevent such employee from
obtaining a welfare benefit or exercising such employee's rights under
ERISA.





Enforce
Rights





If a claim for a
welfare benefit is denied or ignored, in whole or in part, the claimant has a
right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules.





Under ERISA, there
are steps an employee can take to enforce the above rights.  For
instance, if an employee makes a written request for a copy of Plan documents or
the latest annual report from the Plan Administrator and does not receive them
within 30 days, the employee may file suit in a Federal court.  In
such a case, the court may require the Plan Administrator to provide materials
and pay the employee up to $110 a day until the employee receives the materials,
unless the materials were not sent because of reasons beyond the control of the
Plan Administrator.





If an employee has
a claim for benefits that is denied or ignored, in whole or in part, the
employee may file suit in a state or Federal court.  If it should
happen that Plan fiduciaries misuse the Plan's money or if an employee is
discriminated against for asserting his or her rights, such employee may seek
assistance from the U.S. Department of Labor, or such employee may file suit in
a Federal court.  The court will decide who should pay court costs and
legal fees.  If the employee is successful, the court may order the
person sued to pay these costs and fees.  If the employee loses, the
court may order the employee to pay these costs and fees, for example, if it
finds the employee's claim is frivolous.




8




An employee who has questions about the
Plan should contact the Plan Administrator.  An employee who has any
questions about this statement or his or her rights under ERISA should contact
the nearest office of the Employee Benefits Security Administration, U.S.
Department of Labor, listed in the telephone directory, or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
20210.







Section 9.Other
Important Information





No
Additional Rights Created.  Neither the establishment
of this Plan, nor any modification thereof, nor the payment of any benefits
hereunder, shall be construed as givingto any individual (or any
beneficiary of either), or other person any legal or equitable right against the
Company, or any of its affiliates, or any officer, director or employee thereof;
and in no event shall the terms and conditions of employment by the Company (or
any affiliate) of any individual be modified or in any way affected by this
Plan.





No Implied Employment
Contract.  The Plan shall not be deemed to give any employee or
other person the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any employee or other
person at any time and for any reason.





Records.  The
records of the Company with respect to the determination of a Year of Service,
employment history, Base Pay, absences, and all other relevant matters shall be
conclusive for all purposes of this Plan.





Construction.  The
Plan is intended to be governed by ERISA.  The respective terms and
provisions of the Plan shall be construed, whenever possible and for all
purposes, to be in conformity with the requirements of ERISA, or any subsequent
laws or amendments thereto.  To the extent not in conflict with ERISA
or the terms of the Plan, the construction and administration of the Plan shall
be in accordance with applicable federal law and the laws of the State of
California applicable to contracts made and to be performed within the State of
California (without application of California conflict of laws
provisions).





Nontransferability.  In
no event shall the Company make any payment under this Plan to any assignee or
creditor of an employee, except as otherwise required by law.  Prior
to the time of a payment hereunder, an employee shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
this Plan, nor shall rights be assigned or transferred by operation of
law.





Binding Effect on Successor
to Company.  This Plan shall be binding upon any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the Company, or
upon any successor to the Company as the result of a Change in Control, and any
such successor or assignee shall be required to perform the Company’s
obligations under the Plan.  In such event, the term “Company,” as
used in the Plan, shall mean the Company and any successor or assignee as
described above which by reason hereof becomes bound by the terms and provisions
of this Plan.




9




Plan Interpretation and
Benefit Determination.  The Plan is administered and operated
by the Plan Administrator, which has complete authority, to construe and
interpret the terms of the Plan (and any related or underlying documents or
policies), and to determine the eligibility for, and amount of, benefits due
under the Plan.  All such interpretations and determinations of the
Plan Administrator shall be final and binding.  The Plan Administrator
may appoint one or more individuals and delegate such of its powers and duties
as it deems desirable to any such individual(s), in which case every reference
herein made to the Plan Administrator shall be deemed to mean or include the
appointed individual(s) as to matters within their jurisdiction.







Section 10.Important
Plan Information




Sponsor's
      Name and Address:
                                                            
                                                            Building Materials Holding
      CorporationFourEmbarcaderoCenter, Ste.
  3200San Francisco,CA94111Plan
      Number:
                                                            
                                                            502Employer
      Identification Number:
                                                            
                                                            91-1834269Plan
      Administrator:
                                                            
                                                            Paul Street, Stephanie Erickson and Neil
      WattersonBuilding Materials Holding
      CorporationFourEmbarcaderoCenter, Ste.
  3200San Francisco,CA94111Agent
      to Receive Process:
                                                            
                                                            Building Materials Holding
      CorporationFourEmbarcaderoCenter, Ste.
  3200San Francisco,CA94111Attn:  Chairman General
      CounselType
      of Plan:
                                                            
                                                            The Plan is an unfunded employee
      welfare benefit plan.  Benefits under the Plan are paid from the
      general assets of Building Materials Holding
      Corporation.  Benefits under the Plan are not insured by the
      Pension Benefit Guaranty Corporation.Effective
      Date:
                                                            
                                                            May 1,
  2008




10




Exhibit
A





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 those persons that are holders of
the Company's common stock immediately prior to the transaction both (I) each
have the same proportionate ownership of common stock of the Company or voting
equity securities of another surviving entity in the transaction (when compared
to all other holders of the Company's common stock immediately prior to the
transaction) immediately after the transaction and (II) in the aggregate possess
beneficial ownership (as determined in accordance with Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange Act")) of at
least a majority of the common stock of the Company or the voting equity
securities of another surviving entity 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
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.




i.




ACKNOWLEDGEMENT





My signature on this form acknowledges that I
have received and read the Building Materials Holding Corporation Change in Control Severance Plan for
Non-Officer Employees.  I understand that if I have any
questions concerning this plan, I may contact Paul Street who can be reached at
(208)331-4381 or Stephanie Erickson who can be reached at
(208)331-4653.

















Signature ______________________





Print Name:____________________





ii.