Exhibit
      10.46






















**BUILDING
      MATERIALS HOLDING CORPORATION**

























**1999
      DEFERRED COMPENSATION PLAN**


**FOR
      EXECUTIVES**





Amended
      November
      18, 2002








**Table
      of
      Contents**


Plan
                  Provisions
              
              
              
              PageSection
                  1
                  -
              
              Definitions
              
              1Section 2
                  -
              
              Eligibility
              
              2Section 3
                  -
              
              Deferred
                  Compensation
              
              3Section 4
                  -
              
              Designation
                  of Beneficiary
              
              8Section
                  5
                  -
              
              Change
                  in
                  Control
              
              8Section 6
                  -
              
              Trust
                  Provisions
              
              8Section 7
                  -
              
              Amendment
                  and
                  Termination
              
              9Section 8
                  -
              
              Administration
              
              9Section 9
                  -
              
              General
                  and
                  Miscellaneous
              
              9AppendicesAppendix
                  1
                  -
              
              Acknowledgment
              
              11Appendix 2
                  -
              
              Distribution
                  Election
              
              12Appendix 3
                  -
              
              Election
                  of
                  Deferral
              
              13Appendix 4
                  -
              
              Beneficiary
                  Designation
              
              14




i


**BUILDING
      MATERIALS HOLDING CORPORATION**


**1999
      DEFERRED COMPENSATION PLAN**





Building
      Materials
      Holding Corporation, a Delaware Corporation (referred to hereafter as the
      "Employer") hereby establishes an unfunded plan for the purpose of providing
      deferred compensation for a select group of management and highly compensated
      employees.





*R
      E C I T A L
      S*





WHEREAS,
      those
      employees identified by the Compensation Committee of the Board of Directors
      of
      the Employer or any other committee designated by the Board of Directors of
      the
      Employer to administer this Plan in accordance with Section 8 hereof
      (hereinafter referred to as the "Committee") as eligible to participate in
      this
      Plan (each of whom are referred to hereafter as the "Employee" or collectively
      as the "Employees") are employed by Employer; and





WHEREAS,
      Employer
      desires to adopt an unfunded deferred compensation plan and the Employees desire
      the Employer to pay certain deferred compensation and/or related benefits to
      or
      for the benefit of Employees, or a designated Beneficiary, or both;





NOW,
      THEREFORE, the
      Employer hereby establishes this deferred compensation plan.





**SECTION
      1**


**DEFINITIONS**





1.1
      "Account" shall
      mean the separate account(s) established under this Plan and the Trust for
      each
      participating Employee. Employer shall furnish each participant with an annual
      statement of his or her account balance.





1.2
      "Beneficiary"
      shall mean the Beneficiary designated by the Employee to receive Employee's
      deferred compensation benefits in the event of his or her death.





1.3
      "Change in
      Control" shall have the meaning set forth in Section 5.1 of the
      Plan.





1.4
      "Code" shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and the
      rules and regulations promulgated thereunder.





1.5
      "Committee"
      shall mean the Compensation Committee of the Board of Directors of the Employer
      or any other committee designated by the Board of Directors of the Employer
      to
      administer this Plan in accordance with Section 8 hereof.





1.6
      "Effective
      Date" shall mean August 1, 1999.





1.7
      "Eligible
      Compensation" shall mean projected annual compensation, determined on an annual
      basis by the Employer at or before the beginning of the Plan Year, which may
      consist of salary, bonus, and/or other cash-based or stock-based incentive
      payments, but which shall not include any special or non-recurring compensatory
      payments such as hiring bonuses, moving or relocation bonuses or automobile
      allowances.





1.8
      "Employee"
      shall mean each employee of Employer designated by Employer to be entitled
      to
      deferred compensation pursuant to this Plan; references to Employee herein
      shall
      include references to an Employee's Beneficiary where the context so requires.





1




1.9
      "Employer"
      shall mean Building Materials Holding Corporation, an Delaware Corporation,
      and
      any successor organization thereto.





1.10
      "Hardship"
      shall have the meaning set forth in Section 3.5 of the Plan.





1.11
      "Plan Year"
      shall mean the year beginning each January 1 and ending December 31; provided,
      however, that the initial Plan Year shall consist of the period commencing
      August 1, 1999, and ending December 31, 1999.





1.12
      "Plan" shall
      mean the Building Materials Holding Corporation 1999 Deferred Compensation
      Plan.





1.13
      "Permanent
      Disability" shall mean that the Employee is unable to engage in any substantial
      gainful activity by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or otherwise meets the
      definition of "Permanent Disability" as set forth in the Employer's Long Term
      Disability Plan. An Employee will not be considered to have a Permanent
      Disability unless he or she furnishes proof of such condition sufficient to
      satisfy the Employer, in its sole discretion.





1.14
      "Trust" or
      "Trust Agreement" shall mean the Building Materials Holding Corporation 1999
      Deferred Compensation Plan Trust Agreement, including any amendments thereto,
      entered into between the Employer and the Trustee to carry out the provisions
      of
      the Plan.





1.15
      "Trust Fund"
      shall mean the cash and other assets and/or properties held and administered
      by
      Trustee pursuant to the Trust to carry out the provisions of the
      Plan.





1.16
      "Trustee"
      shall mean the designated Trustee acting at any time under the Trust.





1.17
      "Year of
      Employment" shall mean any twelve (12) consecutive month period in which an
      Employee is employed by Employer for more than 1,000 hours of service,
      commencing with the Employee's date of hire.





**SECTION
      2**


**ELIGIBILITY**





2.1 Eligibility .
      For any Plan
      Year, eligibility to participate in the Plan shall be limited to key management
      Employees of the Employer who have Eligible Total Compensation in excess of
      $100,000 for the prior or estimated upcoming Plan Year. To the extent that
      the
      number of Employees eligible to participate in the Plan exceeds 2% of the
      Employer’s total employee population, then those eligible Employees with the
      lowest Eligible Compensation in the prior Plan Year shall not be eligible for
      that Plan Year. The Committee shall designate Employees who shall be covered
      by
      this Plan in a separate Acknowledgment (in the form attached hereto as Appendix
      1) for each such Employee. Participation in the Plan shall commence as of the
      date such Acknowledgment is signed by the Employee and delivered to the
      Employer, provided that deferral of compensation under the Plan shall not
      commence until the Employee has complied with the election procedures set forth
      in Section 3.3. Nothing in the Plan or in the Acknowledgment should be construed
      to require any contributions to the Plan on behalf of the Employee by Employer.





2




**SECTION
      3**


**DEFERRED
      COMPENSATION**





Section
      3.1 Deferred
      Compensation.





(a)
      Each
      participating Employee may elect, in accordance with Section 3.3 of this Plan,
      to defer annually the receipt of a portion of the compensation otherwise payable
      to him or her by Employer during each year or portion of a year that the
      Employee shall be employed by the Employer. Any compensation deferred pursuant
      to this Section shall be recorded by the Employer in an Account, maintained
      in
      the name of the Employee, which Account shall be credited with a dollar amount
      equal to the total amount of compensation deferred during each Plan Year under
      the Plan together with earnings thereon credited in accordance with Section
      3.7.
      The amount or percentage of compensation that Employee elects to defer under
      this Section 3.1 will remain constant for the year of the election, and will
      continue in force for each successive year until or unless suspended or modified
      by the filing of a subsequent election with the Employer by the Employee in
      accordance with Section 3.3 of the Plan. All deferrals pursuant to this Section
      3.1 shall be fully vested at all times. Deferral elections shall be subject
      to a
      minimum dollar and maximum percentage amounts as follows: (i) the minimum annual
      deferral amount, which must be withheld from base salary, is $5,000, and (ii)
      the maximum deferral percentage amount is 80% of Eligible
      Compensation.





(b)
      Except as
      provided in paragraph (c) of this Section 3.1, Employer shall not be obligated
      to make any contribution to the Plan on behalf of any Employee at any time.
      Employer may make discretionary contributions to the Plan on behalf of one
      or
      more Employees. Employer contributions made to the Plan, if any, shall be
      determined in the sole and absolute discretion of the Employer, and may be
      made
      without regard to whether the Employee to whose Account such contribution is
      credited has made, or is making, contributions pursuant to Section 3.1(a).
      The
      Employer shall not be bound or obligated to apply any specific formula or basis
      for calculating the amount of any Employer contributions and Employer shall
      have
      sole and absolute discretion as to the allocation of Employer contributions
      among Employee Accounts. The use of any particular formula or basis for making
      a
      contribution in one year shall not bind or obligate the Employer to use such
      formula or basis in any other year. Employer contributions may be subject to
      a
      substantial risk of forfeiture in accordance with the terms of a vesting
      schedule, which may be selected by the Employer in its sole and absolute
      discretion.





(c)
      To the extent
      that any Employee participating in this Plan has elected to make contributions
      to the Employer’s qualified 401(k) plan that the Employer projects to be in
      excess of limitations imposed under the Code’s non-discrimination rules or other
      contribution limitations applicable to such plans (an “excess 401(k)
      contribution”), the Employer shall not make such contributions to the 401(k)
      plan, but rather shall deposit any such contribution directly to the Employee’s
      Account in this Plan. If any such contribution is made by the Employer, the
      Employer also shall contribute to the Employee’s Account in the Plan any
      matching contributions that Employer would have been obligated to make to the
      Employee’s 401(k) account if the excess 401(k) contribution had been made to the
      Employee’s 401(k) plan account.





(d)
      Employees
      eligible for the officer Long Term Incentive Plan may elect to defer monies
      received as a result of that plan into the deferred compensation plan. Such
      deferral determination must be made in the month of December prior to the final
      year of the cycle that determines the ultimate pay out of the plan. An employee
      may also decide to convert all, or a portion of, their pay out to BMHC stock
      which will be issued in their name in an amount based on the market price on
      the
      day that the compensation committee of the board approves the pay out. Such
      decision to convert part of the deferral to stock must also be made prior to
      the
      final year of the cycle. Distribution election for the stock must be for the
      entire amount of stock deferred for that year following at least one year of
      deferral.





3




3.2  Payment
      Of
      Account Balances .





(a)
      The Employee
      shall elect whether he or she will receive distribution of his or her entire
      Account or a portion of their account, in percentages or dollars: (i) upon
      reaching a specified age, (ii) upon passage of a specified number of years,
      or
      (iii) upon termination of employment of Employee with Employer, as elected
      by
      Employee in accordance with Appendix 2. The Employee shall also elect to receive
      all amounts payable to him or her in a lump sum or in equal monthly installments
      over a designated period of five or ten years, pursuant to the provisions of
      paragraph (e) of this Section. Any changes to such elections regarding the
      time
      and form of distribution shall be required prior to the year of participation
      and must be in affect for at least one year prior to a distribution while
      continuously employed. If the eligible employee’s most recent change of payment
      designation has not been filed one (1) calendar year prior to the year in which
      the employee ceases as an employee of the Company, the prior election shall
      be
      used to determine the form of payment. These elections shall be made in
      accordance with Section 3.3 of this Plan.





(b)
      Distributions
      shall be made to the maximum extent allowable under the election made by
      Employee, except that no distribution shall be made to the extent that the
      receipt of such distribution, when combined with the receipt of all other
      "applicable employee remuneration" (as defined in Code Section 162(m)(4)),
      would
      cause any remuneration received by the Employee to be nondeductible by the
      Employer under Code Section 162(m)(1). The portion of any distributable amount
      that is not distributed by operation of this Section 3.2(b) shall be distributed
      in subsequent years in the manner elected by the Employee until the Employee's
      Account has been fully liquidated. For Employees who have elected to receive
      payment over five or ten years, the five- or ten-year period (whichever is
      applicable) shall be automatically extended, when necessary to satisfy the
      requirements of this subsection, for one-year periods until all Account balances
      have been distributed.





(c)
      Upon
      termination of Employee's employment with Employer by reason of death or
      Permanent Disability prior to the date when payment of Account balances
      otherwise would commence under the provisions of Section 3.2(a), Employee or
      Employee's designated Beneficiary will be entitled to receive all amounts
      credited to the Account(s) of Employee as of the date of his or her death
      or Permanent Disability (notwithstanding any election to receive distributions
      under clause (i) of Section 3.2(a)). Upon termination of Employee's employment
      with Employer by reason other than death or Permanent Disability prior to the
      date when payment of Account balances otherwise would commence under the
      provisions of Section 3.2(a), the Employer may, in the sole discretion of the
      Committee, distribute to Employee or Employee's designated Beneficiary all
      amounts credited to the Employee's Account as of the date of such
      termination (notwithstanding any election to receive distributions under clause
      (i) of Section 3.2(a)). Said amounts shall be payable in a lump sum or in
      installments over a designated period of years, pursuant to the provisions
      of
      paragraph (e) of this Section.





(d)
      Upon the death
      of Employee prior to complete distribution to him or her of the entire balance
      of his or her Account (and after the date of termination of employment with
      Employer), the balance of his or her Account(s) on the date of death shall
      be
      payable to Employee's designated Beneficiary pursuant to paragraph (e) of this
      Section.





(e)
      The Employer
      shall distribute or direct distribution of the balance of amounts previously
      credited to Employee's Account, including earnings (if any) credited thereto
      pursuant to Section 3.7, in a lump sum, or in monthly installments over a period
      of five (5) years or ten (10) years as Employee shall designate. Distribution
      shall be made or commence on the first day of the month next following: (i)
      the
      date specified in clause (i) of Section 3.2(a), if the Employee has elected
      to
      receive distribution under such clause, (ii) the date upon which Employee's
      employment with Employer terminates in the event of a distribution pursuant
      to
      paragraphs (a) or (c) of this Section 3.2 (other than a distribution governed
      by
      clause (i)), or (iii) the date of Employee's death in the event of a
      distribution pursuant to paragraph (d) of this Section 3.2. Subsequent
      installments, if any, shall be made on the first day of each month following
      the
      first installment as determined by Employer. The amount of each installment
      shall be calculated by dividing the Account balance as of the date of the
      distribution by the number of installments remaining pursuant to the Employee's
      distribution election. Each such installment, if any, shall take into account
      interest or other earnings credited to the Employee's balance of the Account
      remaining unpaid. The Employee's distribution election shall be in the form
      attached hereto as Appendix 2.





4




(f)
      An Employee
      (or, after an Employee's death, his or her Beneficiary) may elect, at any time,
      to withdraw all or part of his or her Account balance less a withdrawal penalty
      equal to 10% of such amount (the net amount shall be referred to as the
      "Withdrawal Amount"). This election can be made at any time, before or after
      Retirement, Permanent Disability, death or termination of employment, and
      whether or not the Employee (or Beneficiary) is in the process of being paid
      pursuant to an installment payment schedule. The Employee (or his or her
      Beneficiary) shall make this election by giving the Committee advance written
      notice of the election in a form determined from time to time by the Committee.
      The Employee (or his or her Beneficiary) shall be paid the Withdrawal Amount
      within 20 days of his or her election. Once the Withdrawal Amount is paid,
      the
      withdrawal penalty shall be permanently forfeited.





3.3  Election
      To
      Defer Compensation .
      Each election of
      an Employee to defer compensation as provided in Section 3.1 of this Plan shall
      be in writing, signed by the Employee, and delivered to Employer, together
      with
      all other documents required under the preceding provisions of this Plan to
      be
      submitted herewith, at least twenty (20) days prior to the beginning of the
      Plan
      Year in which the compensation to be deferred is otherwise payable to Employee;
      provided, however, that an Employee who is hired or promoted during a Plan
      Year
      to a position of eligibility for participation in the Plan shall have twenty
      (20) days from the date of such hiring or promotion in which to submit the
      required election documents for the then-current Plan Year. For the Plan Year
      beginning August 1, 1999 only, each Employee shall have until August 31, 1999,
      in which to make an election for that Plan Year. Such election (and any
      subsequent election) will continue until suspended or modified in writing
      delivered by Employee to Employer, which new election shall only apply to
      compensation otherwise payable to Employee after the end of the Plan Year in
      which such election is delivered to Employer. Any deferral election made by
      Employee shall be irrevocable with respect to any compensation covered by such
      election, including compensation payable in the Plan Year in which the election
      suspending or modifying the prior deferral election is delivered to Employer.
      Absent a suspension, modification, or subsequent annual election, such original
      election shall remain in effect from year to year until the date for
      distribution of the Employee's Account elected under Section 3.1. The Employer
      shall withhold the amount or percentage of base salary specified to be deferred
      in equal amounts for each payroll period and shall withhold the amount or
      percentage of cash bonus specified to be deferred at the time or times such
      bonus is or otherwise would be paid to the Employee. For purposes of this
      Section and Appendix 3 hereto, "base salary" means an Employee's regular annual
      compensation for a Plan Year, determined as of the first day of that year,
      excluding bonuses, commissions, overtime, incentive payments, non-monetary
      awards, and other special compensation, before reduction for compensation
      deferred pursuant to all qualified and non-qualified plans of the Employer.
      The
      election to defer compensation shall be in the form attached as Appendix 3.
      For
      purposes of this Section and Appendix 3 hereto, "cash bonus" shall mean amounts
      (if any) awarded under the annual bonus policy maintained by the Company,any
      commissions earned on sales and any payments made under the company’s Long Term
      Incentive Plan.





5




3.4  Payment
      Upon
      Change in Control .
      Notwithstanding
      any other provisions of this Plan, the aggregate balances credited to and held
      in the Employee's Accounts shall be distributed to the Employee in a lump sum
      within ten (10) days of a Change in Control, as defined in Section
      5.1.





3.5  Hardship .
      (a) An Employee
      may apply for distributions from his or her Accounts to the extent that the
      Employee demonstrates to the reasonable satisfaction of the Committee that
      he or
      she needs the funds due to Hardship. For purposes of this Section 3.5, a
      distribution is made on account of Hardship only if the distribution is made
      on
      account of an unforeseeable immediate and heavy financial need of the Employee
      and is necessary to satisfy that financial need. Whether an Employee has an
      immediate and heavy financial need shall be determined by the Committee based
      on
      all relevant facts and circumstances, and shall include, but not be limited
      to:
      the need to pay funeral expenses of a family member; the need to pay expenses
      for medical care for Employee, the Employee's spouse or any dependent of
      Employee; or payments necessary to prevent the eviction of Employee from
      Employee's principal residence or foreclosure on the mortgage on that residence.
      A Hardship distribution shall not exceed the amount required to relieve the
      financial need of the Employee, nor shall a Hardship distribution be made if
      the
      need may be satisfied from other resources reasonably available to the Employee.
      For purposes of this paragraph, an Employee's resources shall be deemed to
      include those assets of the Employee's spouse and minor children that are
      reasonably available to the Employee. Prior to approving a Hardship
      distribution, Employer shall require the Employee to certify in writing that
      the
      Employee's financial need cannot reasonably be relieved:





(i)  through
      reimbursement or compensation by insurance or otherwise;





(ii)  by
      liquidation of
      the Employee's assets (excluding only the Employee's principal
      residence);





(iii)  by
      cessation of
      elective contributions or Employee contributions under the Plan; or





(iv)  by
      other
      distributions or nontaxable (at the time of the loan) loans from plans
      maintained by the Employer or by any other employer, or by borrowing from
      commercial sources on reasonable commercial terms, in an amount sufficient
      to
      satisfy the need.





(b)
      Any Employee
      receiving a Hardship distribution under this section shall be ineligible to
      defer any additional compensation under the Plan until the first day of the
      month following the two-year anniversary of the date of the
      distribution.





3.6  Employee's
      Rights Unsecured .
      The right of the
      Employee or his or her designated Beneficiary to receive a distribution
      hereunder shall be an unsecured claim against the general assets of the
      Employer, and neither the Employee nor his or her designated Beneficiary shall
      have any rights in or against any amount credited to his or her Account or
      any
      other specific assets of the Employer, except as otherwise provided in the
      Trust.





3.7  Investment
      of
      Contribution .





(a)
      The investment
      options available to each Employee shall be determined by the Employer and
      set
      forth in a separate written document, a copy of which shall be attached hereto
      and by this reference is incorporated herein. Each Employee shall have the sole
      and exclusive right to direct the Trustee as to the investment of his or her
      Accounts in accordance with policies, procedures and documentation implemented
      by the Trustee. Employer shall not be liable for any investment decision made
      by
      any Employee while such funds are held by the Trustee.





6




(b)
      All amounts
      credited to an Account shall be credited with the actual earnings (hereinafter
      and previously sometimes referred to as "interest or other earnings") generated
      by such amounts, from investments made by the Trustee, until the Account has
      been fully distributed to the Employee or to the Beneficiary designated by
      the
      Employee in a writing delivered to the Employer.





(c)
      Employer shall
      credit interest or other earnings on investment of amounts in any and all
      Accounts to the respective Accounts on the date received until final
      distribution of the Accounts.




7





**SECTION
      4**


**DESIGNATION
      OF BENEFICIARY**





4.1  Designation
      of
      Beneficiary .
      Employee may
      designate a Beneficiary or beneficiaries to receive any amount due hereunder
      by
      Employee via written notice thereof to Employer at any time prior to his or
      her
      death and may revoke or change the Beneficiary designated therein without the
      Beneficiary's consent by written notice delivered to Employer at any time and
      from time to time prior to Employee's death, provided that any such designation
      or change of designation naming a Beneficiary other than a married Employee's
      spouse shall be effective in the case of an Employee resident in a community
      property state only if spousal consent is provided. If Employee shall have
      failed to designate a Beneficiary, or if no such Beneficiary shall survive
      him
      or her, then such amount shall be paid to his or her estate. Designations of
      Beneficiaries shall be in the form attached hereto as Appendix 4.





**SECTION
      5**


**CHANGE
      IN
      CONTROL**





5.1  Change
      in
      Control .
      For purposes of
      this Trust, a "Change of Control" means the happening of any of the
      following:





(i)
      When any
      "person," as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act (other than the Company, a Subsidiary or a Company employee benefit
      plan, including any trustee of such plan acting as trustee) is or becomes the
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of securities of the Company representing fifty percent (50%)
      or
      more of the combined voting power of the Company's then outstanding securities;
      or





(ii)
      The occurrence
      of a transaction requiring shareholder approval, and involving the sale of
      all
      or substantially all of the assets of the Company or the merger or consolidation
      of the Company with or into another corporation.





(iii)
      Any
      liquidation or dissolution of the Company.





**SECTION
      6**


**TRUST
      PROVISIONS**





6.1 Trust
      Agreement .
      The Employer may
      establish the Trust for the purpose of retaining assets set aside by Employer
      pursuant to the Trust Agreement for payment of all or a portion of the amounts
      payable pursuant to the Plan. Any benefits not paid from the Trust shall be
      paid
      from Employer's general funds, and any benefits paid from the Trust shall be
      credited against and reduce by a corresponding amount the Employer's liability
      to Employees under the Plan. All Trust Funds shall be subject to the claims
      of
      general creditors of the Employer in the event the Employer is Insolvent as
      defined in Section 3 of the Trust Agreement. The obligations of the
      Employer to pay benefits under the Plan constitute an unfunded, unsecured
      promise to pay and Employees shall have no greater rights than general creditors
      of the Employer.




8





**SECTION
      7**


**AMENDMENT
      AND TERMINATION**





7.1  Amendment .
      The Committee
      shall have the right to amend this Plan at any time and from time to time,
      including a retroactive amendment. Any such amendment shall become effective
      upon the date stated therein, and shall be binding on all Employees, except
      as
      otherwise provided in such amendment; provided, however, that said amendment
      shall not affect benefits adversely to the affected Employee without the
      Employee's written approval. Benefits accruing to an Employee pursuant to any
      employment agreement in effect between Employer and Employee which entitles
      the
      Employee to participate in and to certain rights under this Plan shall not
      be
      affected by an amendment of this Plan.








**SECTION
      8**


**ADMINISTRATION**





8.1  Administration .
      The Committee
      shall administer and interpret this Plan in accordance with the provisions
      of
      the Plan and the Trust Agreement. Any determination or decision by the Committee
      shall be conclusive and binding on all persons who at any time have or claim
      to
      have any interest whatever under this Plan.





8.2  Liability
      of
      Committee; Indemnification .
      To the extent
      permitted by law, the Committee shall not be liable to any person for any action
      taken or omitted in connection with the interpretation and administration of
      this Plan unless attributable to his or her own bad faith or willful
      misconduct.





8.3  Expenses .
      The costs of the
      establishment of the Plan and the adoption of the Plan by Employer, including
      but not limited to legal and accounting fees, shall be borne by Employer. The
      expenses of administering the Plan shall be borne by the Trust; provided,
      however, that Employer shall bear, and shall not be reimbursed by, the Trust
      for
      any tax liability of Employer associated with the investment of assets by the
      Trust.





**SECTION
      9**


**GENERAL
      AND
      MISCELLANEOUS**





9.1  Rights
      Against
      Employer .
      Except as
      expressly provided by the Plan, the establishment of this Plan shall not be
      construed as giving to any Employee or to any person whomsoever, any legal,
      equitable or other rights against the Employer, or against its officers,
      directors, agents or shareholders, or as giving to any Employee or Beneficiary
      any equity or other interest in the assets, business or shares of Employer
      stock
      or giving any Employee the right to be retained in the employment of the
      Employer. All Employees shall be subject to discharge (with or without cause)
      to
      the same extent they would have been if this Plan had never been adopted. The
      rights of an Employee hereunder shall be solely those of an unsecured general
      creditor of the Employer.





9.2  Assignment
      or
      Transfer .
      No right, title
      or interest of any kind in the Plan shall be transferable or assignable by
      any
      Employee or Beneficiary or be subject to alienation, anticipation, encumbrance,
      garnishment, attachment, execution or levy of any kind, whether voluntary or
      involuntary, nor subject to the debts, contracts, liabilities, engagements,
      or
      torts of the Employee or Beneficiary. Any attempt to alienate, anticipate,
      encumber, sell, transfer, assign, pledge, garnish, attach or otherwise subject
      to legal or equitable process or encumber or dispose of any interest in the
      Plan
      shall be void.





9




9.3  Severability .
      If any provision
      of this Plan shall be declared illegal or invalid for any reason, said
      illegality or invalidity shall not affect the remaining provisions of this
      Plan
      but shall be fully severable, and this Plan shall be construed and enforced
      as
      if said illegal or invalid provision had never been inserted herein.





9.4  Construction .
      The article and
      section headings and numbers are included only for convenience of reference
      and
      are not to be taken as limiting or extending the meaning of any of the terms
      and
      provisions of this Plan. Whenever appropriate, words used in the singular shall
      include the plural or the plural may be read as the singular. When used herein,
      the masculine gender includes the feminine gender.





9.5  Governing
      Law .
      The validity and
      effect of this Plan and the rights and obligations of all persons affected
      hereby shall be construed and determined in accordance with the laws of the
      State of Delaware unless superseded by federal law, which shall govern
      correspondingly.




9.6  Payment
      Due to
      Incompetence .
      If the Committee
      receives evidence that an Employee or Beneficiary entitled to receive any
      payment under the Plan is physically or mentally incompetent to receive such
      payment, the Committee may, in its sole and absolute discretion, direct the
      payment to any other person or Trust which has been legally appointed by the
      courts.





9.7  Taxes .
      All amounts
      payable hereunder shall be reduced by any and all federal, state, and local
      taxes imposed upon Employee or his or her Beneficiary which are required to
      be
      paid or withheld by Employer. The determination of Employer regarding applicable
      income and employment tax withholding requirements shall be final and binding
      on
      Employee.





9.8  Insurance .  In
      the event that
      any Employee elects, in his or her sole discretion, to independently purchase
      an
      insurance policy covering the inability of the Plan or the Trust to make any
      payments to which Employee is entitled under the Plan or the Trust, the Employer
      shall use its best efforts to facilitate the payment by Employee of any
      applicable excise taxes which become due as the result of the payment of
      premiums under such policy. Nothing contained herein shall be construed as
      an
      endorsement by the Employer of the purchase of such a policy or a recommendation
      by the Employer that the purchase of such a policy is necessary or desirable
      as
      the result of Employee's participation in the Plan.





9.9  Attorney's
      Fees .  Employer
      shall pay
      the reasonable attorney's fees incurred by any Employee in an action brought
      against Employer to enforce Employee's rights under the Plan, provided that
      such
      fees shall only be payable in the event that the Employee prevails in such
      action.





10


**APPENDIX
      1**





**ACKNOWLEDGMENT**







The
      undersigned
      Employee hereby acknowledges that Employer has selected him or her as a
      participant in the Building Materials Holding Corporation 1999 Deferred
      Compensation Plan as amended, subject to all terms and conditions of the Plan,
      a
      copy of which has been received, read, and understood by the Employee in
      conjunction with executing this Acknowledgment. Employee acknowledges that
      he or
      she has had satisfactory opportunity to ask questions regarding his or her
      participation in the Plan and has received satisfactory answers to any questions
      asked. Employee also acknowledges that he or she has sufficient knowledge and
      experience in financial and business matters to be capable of evaluating the
      merits and risks of participation in the Plan. Employee understands that his
      or
      her participation in the Plan shall not begin until this Acknowledgment has
      been
      signed by Employee and returned to Employer.




Dated:Print
              Name:Signed:EmployeeDated:BUILDING
              MATERIALS HOLDING CORPORATIONSigned:[Officer]





11




**APPENDIX
      2**





**DISTRIBUTION
      ELECTION**




Pursuant
      to Section
      3.3 of the Building Materials Holding Corporation 1999 Deferred Compensation
      Plan as amended (the "Plan"), I hereby elect to have all amounts credited to
      my
      Account during the period of my participation in the Plan, together with any
      interest or other earnings credited thereon, distributed to me on the terms
      elected below:





I
      elect to have any distributions of money covered by this election paid to
      me:




Deferred
              Compensation Plan
            
            Long-Term
              Incentive Plan (2005 Payout)_______ upon
              reaching age: _____
            
            _______ upon
              reaching age: ____________ upon
              the passage of ______ years
            
            _______ upon
              the passage of ______ years_______ upon
              termination of employment
            
            _______ upon
              termination of employment





I
      elect to have any distribution of money covered by this election to receive
      distribution paid to me in:




DeferredCompensationPlan
            
            Long-TermIncentive Plan(2005
              Payout)_______
            
            _______
            
            A
              lump
              sum_______
            
            _______
            
            An
              annuity of
              sixty (60) monthly installments determined as of each installment date
              by
              dividing the entire amount in my Account (including interest and other
              earnings) by the number of installments then remaining to be
              paid._______
            
            _______
            
            An
              annuity of
              one hundred twenty (120) monthly installments determined as of each
              installment date by dividing the entire amount in my Account (including
              interest and other earnings) by the number of installments then remaining
              to be paid.





Dated:Print
                Name:Signed:
  12


**APPENDIX
      3**





**EXECUTIVE**





**ELECTION
      OF
      DEFERRAL**








I
      elect, pursuant to Section 3.1 of the Building Materials Holding Corporation
      1999 Deferred Compensation Plan (the "Plan"), to make the following deferral(s)
      with respect to compensation earned during the Plan Year beginning January
      1,
      2004 and ending December 31, 2004:




Deferred
              Compensation Plan____%
                of base
                salary (even %), or____% of
                any cash bonus (even %) paid to me by Employer, or$____ of
                any cash bonus paid to me by EmployerLong-Term
              Incentive Plan (2005 Payout)$_____
                or
                _____% of any payment from a Long Term Incentive Plan
                and/or$_____
                or
                _____% of any payment from a Long Term Incentive Plan that I wish
                to have
                converted to BMHC stock and deferred in accordance with my
                instructions.





This
      election shall
      take effect for the Plan Year beginning January 1, 2004. It may be terminated
      or
      modified by me only with written notice. If termination is not submitted by
      the
      last day of any Plan Year, the election shall take effect for the Plan Year
      following and shall remain in effect for each successive Plan Year until a
      termination, modification or subsequent election is submitted. The deferral
      of
      compensation hereby elected is subject to all of the terms and conditions of
      the
      Plan and of the Building Materials Holding Corporation 1999 Deferred
      Compensation Plan Trust Agreement as amended, copies of which I have been given
      by the Employer, and which I have read and understood.




Dated:Print
                Name:Signed:
  13


**APPENDIX
      4**





**BENEFICIARY
      DESIGNATION**








In
      the event I should die prior to the receipt of all money accrued to my credit
      under this election, I elect to have the balance paid to the following named
      individual(s) in the following percentages(s):


______%______%______%






Dated:Print
                Name:Signed:





**To
      be
      completed only where any above named beneficiary is not my
      spouse:**





I,
      as the spouse of ____________ ,
      do hereby consent
      to designation of any beneficiary that might in any way impair my rights under
      applicable state law, including but not limited to, laws relating to Community
      Property, Wills, Trusts, and Intestacy.


Dated:Print
                Name:Signed:
  14