Exhibit
      10.60








**Building
      Materials Holding Corporation**


**EXECUTIVES'
      SUPPLEMENTAL RETIREMENT INCOME PLAN**


**(Revised
      and restated effective December 31, 2002)**


**ARTICLE
      I -
      Definitions:**








**1.1
      “Plan”** means the
      Executives' Supplemental Retirement Income Plan of Building Materials Holding
      Corporation (formerly known as the Executives' Supplemental Retirement Income
      Plan of BMC West Corporation), as described in this instrument, effective
      January 1, 1993 and thereafter.





**1.2
      “Company”** means Building
      Materials Holding Corporation of San Francisco, California, a Delaware
      Corporation, or a successor corporation thereafter.





**1.3
      “Executive”** means an Executive
      or highly compensated individual of the Company or of any division, subsidiary
      or affiliate of the Company who is eligible to become a participant in the
      Plan
      under Paragraph 3.1 hereof.





**1.4
“Fiscal
      Year”** means the fiscal
      year of the Company as established from time to time.





**1.5
      “Participant”** means a person who
      is selected to participate in the Plan and has executed the Adoption Agreement
      as required by Paragraph 3.1 hereof.





**1.6
      “Deferred Compensation”** means the portion
      of a participant's compensation for any fiscal year, or part thereof, that
      has
      been deferred pursuant to the Plan.





**1.7
      “Termination of Service”** or similar
      expression means the termination of the Participant as an Executive or eligible
      employee of the Company or any division, subsidiary or affiliate thereof, and
      includes termination by way of resignation, removal, disability, or change
      in
      position prior to his Normal Retirement Date.  A Participant who is on
      temporary leave of absence, whether with or without pay, shall not be deemed
      to
      have terminated his service.





**1.8
“Normal
      Retirement Date”** as used herein
      means the date on which the Participant attains age sixty-five (65) or the
      date
      specified in Paragraph E of the Adoption Agreement, if later.





**1.9
“Early
      Retirement”** as
      used herein
      refers to an election available to a terminated Participant upon attaining
      age
      sixty (60) with at least fifteen (15) years of service at the time of
      termination or upon attaining age fifty-five (55) with at least twenty-five
      years of service at the time of termination.  Such Participant may
      begin receiving benefits by notifying the Plan Administrator at least six months
      prior to the requested benefit start date.








**1.10
      “Interest Credit”** is a fixed
      percentage rate to be applied to the existing Retirement Account Balance as
      of
      January 1 st each year. The
      rates will be reviewed by the Compensation Committee each
      February.  Any changes will be effective for the January 1 st balance of the
      same year.  The rates to be effective for January 1, 2003 are as
      follows:





Active
                Employees
            6.0%Inactive
                Employees:Less
                than 5
                years of service
            0.0%With
                5 - 9
                years of service
            1.5%With
                10 - 14
                years of service
            3.0%With
                15 - 19
                years of service
            4.0%With
                20 - 24
                years of service
            5.0%With
                25 or
                more years of service
            6.0%





**1.11
      “Retirement Account Balance”** is the balance in
      an account maintained by the Company for each participant comprised of
      contributions to the plan by the Company plus Interest Credit applied each
      January 1 st .  The
      Interest credits are applied to the account balance before adding the
      contributions of the Company for the current year.





**1.12
      “Computation Convention”** the computations
      of future values, present values, or periodic payments (annuity) use the "end
      of
      period" assumption for the first payment.





**1.13
      “Trust”** means the grantor
      trust established by the Company pursuant to Section 6.2 of the Plan hereof,
      and
      evidenced by the Supplemental Retirement Income Plans Trust Agreement effective
      on January 1, 1993, as such Agreement is amended from time to time.





**1.14
      “Change of Control”** The purchase or
      other acquisition by any person, entity or group of persons, within the meaning
      of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Act”), or any
      comparable successor provisions, of beneficial ownership within the meaning
      of
      Rule 13d-3 promulgated under the Act, of 30 percent or more of either the
      outstanding shares of common stock or the combined voting power of Company’s
      then outstanding voting securities entitled to vote generally, or the approval
      by the stockholders of Company of a reorganization, merger, or consolidation
      (in
      each case, with respect to which persons who were stockholders of Company
      immediately prior to such reorganization, merger or consolidation) do not
      immediately thereafter own more than 50 percent of the consolidated Company’s
      then outstanding securities, or a liquidation or dissolution of Company or
      of
      the sale of all or substantially all of Company’s assets.





**ARTICLE
      II
      - CONTRIBUTIONS**





**2.1**  **Contributions.** The Company shall
      allocate five and one half percent (5.5%) of the Company's net income for SERP
      Benefits.  Sixty-five percent (65%) of the amount allocated will be
      directed to this plan.








**2.2**  **Allocation
      Among Participants.** The funds
      allocated will be distributed among the active participants in accordance with
      the following method:





1.
            The
                base
                salaries less $40,000 for each active participant will be summed
                to
                provide the total benefit salary
                base.





2.
            The
                salaries
                for each individual in excess of $40,000 are divided by the total
                benefit
                salary base producing the participant's percentage share, to five
                decimals, of the current funds
                allocated.





3.
            The
                percentage in step two above is applied to the total funds allocated
                to
                establish the value of the contribution to the participant. If the
                contribution exceeds twenty percent (20%) of base salary, twenty
                percent
                (20%) of base salary will be used.





**2.3**  **Equivalent
      Base Pay.** For participants
      whose pay is composed of a base salary plus commissions and whose base salary
      is
      less than fifty thousand dollars ($50,000) the base pay that will be used in
      these calculations will be fifty thousand dollars ($50,000).





**2.4**  **Changes
      In
      Contributions.** The amounts to be
      allocated to this plan may be changed by the Board of Directors at any
      time.  The methods for allocating the funds among participants may be
      changed as deemed necessary to maintain equity by the Compensation Committee
      with the approval of the Board of Directors.  Participants will be
      notified of changes as soon as practicable after such change is
      adopted.





**ARTICLE
      III
      - REQUIREMENTS FOR PARTICIPATION**





**3.1**  **Requirements
      for Participants.** In order to
      participate herein, the Executives of the Company selected to participate by
      the
      Company must





(a)
            Fit
                within
                the definition of highly compensated or select group of executives
                as that
                definition may be changed from time to time by ERISA or the
                IRS;





(b)
            Execute
                an
                Adoption Agreement in the form attached hereto as Exhibit
                “I”;





(c)
            If
                the
                Company desires to purchase key man life insurance on the Participant’s
                life for its sole benefit, cooperate so that the Company may obtain
                a
                valid insurance contract.





**3.2**  **Continued
      Service.** Each Participant
      in the Plan shall continue as an employee of the Company under terms mutually
      agreed upon between the Company and the Participant, from time to time, until
      the Participant reaches his Normal Retirement Date or until such date as may
      be
      mutually agreed upon, or until his Termination of Service, as herein
      defined.  Any payments under this Plan shall be independent of, and in
      addition to, those under any other plan, program or agreement in effect between
      the Company and the Participant.  This Plan and the Adoption Agreement
      attached hereto as Exhibit "I" shall not be construed as a contract of
      employment, nor does it restrict the right of the shareholders or Directors
      of
      the Company to remove the Participant as an Executive, or the right of the
      Participant to resign as an Executive.








**3.3**  **Early
      Termination.** If the
      Participant's service as an Executive of the Company is terminated for reasons
      other than death prior to his Normal Retirement Date, with or without cause
      or
      voluntarily or involuntarily, and if the Participant's termination was not
      due
      to fraudulent or dishonest conduct by the Participant, and Participant has
      not
      violated the Non Compete provision herein, the Company will disburse benefits
      in
      accordance with ARTICLE IV herein, or, at the sole discretion of the Company,
      the Company may fulfill its total obligations under the plan by making a Lump
      Sum Benefit distribution equal to Retirement Account Balance at the date of
      termination.  In the event of a lump sum settlement, such distribution
      must be made within forty-five (45) days of the date of
      termination.  Not withstanding this article, the company shall
      distribute participant balances of less than ten thousand dollars ($10,000)
      following termination.





If
      the termination is for fraudulent or dishonest conduct by the Participant,
      the
      benefit shall be paid in a lump sum equal to the lesser of the Retirement
      Account Balance or the sum of the company's contribution attributable to the
      participant without interest or other appreciation.





**3.4**  **Non-Compete.** If a participant
      terminates employment with Company and accepts employment with a competitor
      of
      Company within twelve months of termination the benefits under this Plan will
      be
      paid as a lump sum equal to the lesser of the Retirement Account Balance at
      the
      date of termination or the sum of the company's contribution attributable to
      the
      participant without interest or other appreciation, unless the participant
      receives permission in writing from the Company before accepting such
      position.  If in the opinion of the Compensation Committee, conditions
      warrant, such permission may be granted as a general waiver rather than applied
      to a specific position.





**ARTICLE
      IV
      - BENEFITS**




**4.1**  **Pre-Retirement
      Death Benefits.**





(a)
            If
                a
                Participant who dies before his Normal Retirement Date had not Terminated
                Service or had served for at least twenty-five (25) years before
                terminating service and no settlement has been made under any other
                provision herein, the Company will pay to the Participant's
                beneficiary(ies) a monthly benefit for a total of sixty (60) months.
                The
                Pre-Retirement Death Benefit will be derived by using the Retirement
                Account Balance to solve for 60 monthly payments using an interest
                factor
                of 0.75% (9% annual rate).





(b)
            If
                a
                Participant dies before the Normal Retirement Date but after terminating
                service, for any reason, with less than twenty-five (25) years of
                service
                and no settlement has been made under any other provision herein,
                the
                Company will pay the Participant's beneficiary(ies) a monthly benefit
                for
                a total of sixty(60) months.  The Pre-Retirement Death Benefit
                will be derived by using the Retirement Account Balance to solve
                for sixty
                (60) monthly payments using an interest factor of 0.50% (6% annual
                rate).





All
      monthly
      payments to be made pursuant to this Paragraph 4.1 shall commence within
      forty-five (45) days following the death of the Participant or when the
      beneficiary is properly identified, if later.








**4.2**  **Post-Retirement
      Income and Death Benefits.**





(a)
            For
                Participants with continuous service who retire on or after their
                Normal
                Retirement Date, or Participants eligible for Early Retirement who
                had at
                least twenty-five (25) years of service, or participants who terminated
                service with at least twenty-five (25) years of service, the Company
                will
                pay a monthly benefit for 180 months.  The benefit due will be
                calculated using the Retirement Account Balance to solve for 180
                monthly
                payments using an interest factor of 0.75% (9% annual
                rate).





(b)
            For
                Participants who have terminated service with less than twenty-five
                (25)
                years of service and no settlement has been made under any other
                provision
                herein and who have attained their Normal Retirement Date, the Company
                will pay a monthly benefit for 180 months.  The benefit due will
                be calculated using the Retirement Account Balance to solve for 180
                monthly payments using an interest factor of 0.50% (6% annual
                rate).





(c)
            Following
                are
                optional retirement benefit pay out options available to the participants
                if elected in writing at least twelve months prior to the retirement
                date:





1.
            A
                lump sum
                payment equal to the balance in the Retirement Income Account maintained
                for the participant at the time benefit payments are due to
                commence.  This option requires approval by the compensation
                committee of the board.





2.
            Monthly
                payments for 120 months with interest at 0.667% monthly (8% annual
                rate)
                with at least 25 years of service and 0.417% monthly (5% annual rate)
                with
                less than 25 years of service.








3.
            Monthly
                payments for 60 months with interest at 0.583% monthly (7% annual
                rate)
                with at least 25 years of service and 0.333% monthly (4% annual rate)
                with
                less than 25 years of service.





If
      the Participant dies prior to receiving all of the monthly payments scheduled
      under the option elected, the Participant's beneficiary(ies) shall continue
      to
      receive such monthly payments in a like amount until the benefits provided
      for
      therein have been paid in full.  If such Participant has received at
      least all of the scheduled monthly payments prior to such Participant's death,
      no further benefits shall be due hereunder.





**4.3**  **Hardship
      Provision.** A
      participant may
      apply at any time to have the unpaid portion of the scheduled monthly benefits
      paid in a lump sum equal to the participants Retirement Account Balance (which
      will be the present value of the unpaid benefits at the interest rate applicable
      to the participant’s retirement schedule).  To make application for
      this provision the participant must make the request in writing to the
      compensation committee stating the nature of the hardship and the need for
      commuting the payments.  The committee will either approve or disallow
      the request and will notify the participant of its decision as soon as
      practicable after the request is received.







**4.4**  **Facility
      of
      Payment.** Payment hereunder
      to the Participant or his or her beneficiary pursuant to this Plan shall fully
      discharge the Company from all claims or liabilities with respect to such
      payments unless, before such payment is made, the Company has received, at
      its
      principal place of business, written notice by or on behalf of some other
      persons who claim to be entitled to such payments or some part
      thereof.  In the event the Participant is deceased and a Court of
      competent jurisdiction has entered a final order with respect to his or her
      estate, payment of such money, or portions thereof, if any be due, pursuant
      to
      the terms of the judgment shall likewise fully protect the Company making such
      payment unless, before such payment is made, written notice of a claim or
      adverse claim is received in the manner provided above.





**4.5**  **Change
      of
      Control Benefits.**





**(a)**
            **Benefits
                Following an Approved Change of
                Control.**





(i)
            In
                the event
                a Participant's employment with the Company is terminated for any
                reason
                within a five-year period following a Change of Control, and the
                transaction constituting the Change of Control*was*approved in
                writing prior to its consummation by a majority vote of the members
                of the
                Company's incumbent Board of Directors (an "Approved Change of Control"),
                then the Participant shall be entitled to receive payment of his
                or her
                Retirement Account Balance over a period of sixty (60) months using
                a 9%
                interest factor compounded annually.  The installment payments
                shall begin within forty-five (45) days of the termination of
                employment.





(ii)
            Following
                an
                Approved Change of Control, any participant (or beneficiary thereof)
                already receiving benefit payments under the Plan shall continue
                to
                receive benefit payments under the Plan for the lesser of (1) the
                remainder of the current pay out schedule, or (2) a sixty (60) month
                period commencing upon the consummation of the Approved Change of
                Control.





**(b)**
            **Benefits
                Following a Non-approved Change of
                Control.**





(i)
            In
                the event
                a Participant's employment with the Company is terminated for any
                reason
                within a five-year period following a Change of Control, and the
                Change of
                Control*was
                not*approved in
                writing prior to its consummation by a majority vote of the members
                of the
                Company's incumbent Board of Directors (a "Non-approved Change of
                Control"), then the Participant shall be entitled to receive payment
                of
                his or her Retirement Account Balance in a lump sum.  The lump
                sum payment shall be made within forty-five (45) days of the date
                of
                termination of employment.





(ii)
            Following
                a
                Non-approved Change of Control, any participant (or beneficiary thereof)
                already receiving payments under the Plan shall receive the remainder
                of
                his or her benefit under the Plan in the form of a lump
                sum.  Such lump sum payment shall be made within forty-five (45)
                days of the consummation of the Non-approved Change of
                Control.










**ARTICLE
      V -
      RIGHTS OF PARTICIPANT**




**5.1**  **Beneficiary** .
      Each Participant
      shall have the right to designate a Primary and Contingent Beneficiary entitled
      to receive the benefits payable upon death on behalf of such Participant under
      the provisions of this Plan.  The Participant may change or revoke
      such designation in writing.  A change of beneficiary notice received
      after the death of a deceased participant but bearing a postmark prior to the
      date of death will be deemed to be in force at time of death.





If
      the beneficiary is the spouse of the insured, the spouse must also sign any
      change of beneficiary that would remove or subordinate the spouse as
      beneficiary.





**5.2**  **Non-Assignability.** Neither the
      Participant nor the Participant's spouse, nor their heirs or legatees shall
      have
      any right to commute, encumber or dispose of the right to receive payments
      hereunder, which payments and the right thereto are expressly declared to be
      non-assignable and non-transferable.





**5.3**  **Bound
      by
      Plan Provisions.** Each Participant,
      whether active or terminated, surviving spouse or other beneficiary, as a
      condition to receiving any benefits under the Plan shall be conclusively deemed
      for all purposes to have assented to the Plan and shall be bound hereby with
      the
      same force and effect as if he had executed a consent to all the terms and
      provisions of the Plan.





**5.4**  **Claim
      Procedure.** If any former
      employee or any Beneficiary has not received a benefit under the Plan to which
      he thinks he is entitled, he or his authorized representative, within 180 days
      after the event that he thinks entitled him to the benefit, may file with the
      Compensation Committee a written claim for the benefit with sufficient detail
      to
      bring the nature of the claim to the attention of the Committee.





The
      Committee will
      notify the claimant of its decision in writing within 180 days of receipt of
      the
      claim.  If the claim is denied wholly or in part the notice will set
      forth in a manner calculated to be understood by the claimant the specific
      reasons for the denial.





In
      the case of a denial the claimant may request a review of his claim by making
      a
      written request to the Committee within 90 days of receiving notice of the
      denial.  The request may include issues and comments that the claimant
      feels the Committee should consider.





Within
      90 days
      after receipt of the request for review, the Committee will notify the claimant
      of its final decision setting forth specific reasons.  Subject to any
      rights to remedies accorded by applicable law the decision of the Committee
      shall be conclusive and binding upon Company, the claimant and all other persons
      interested in the claim.








**ARTICLE
      VI
      - FUNDING**





**6.1**  **Un-funded
      Plan.** No
      Participant or
      any other person shall have any interest in any fund or in any specific asset
      or
      assets of the Company by reason of any amounts due him hereunder, nor any right
      to receive any distribution under the Plan except as and to the extent expressly
      provided in the Plan.  Nothing in the Plan shall be deemed to give any
      subsidiary or affiliate of the Company rights to participate in the Plan, except
      in accordance with the provisions of the Plan.  All benefits provided
      for hereunder and all other amounts deferred, if any, hereunder are completely
      unsecured and are payable only out of the general assets of the
      Company.  The Company shall be under no obligation whatsoever to
      purchase or maintain any life insurance policy or annuity contract or in any
      other manner segregate assets to provide the benefits or fund its obligations
      under this Plan.





**6.2**  **Funds
      In
      Trust.** The Company will
      establish a Trust to hold such funds as the Company has allocated to the
      plan.  The establishment of said Trust does not assign any rights of
      ownership to the assets in the Trust.  The assets of the Trust are
      part of Company's general assets and are subject to the claims of the Company's
      creditors.  The Company is under no obligation to assure that the
      assets in the Trust are adequate to provide the benefits promised under the
      Plan.  The sole security of the benefits due under the plan is the
      Company's assurance under the provisions of this plan, which is specifically
      defined to be un-funded.





**ARTICLE
      VII
      - OTHER PROVISIONS**








**7.1**  **Relation
      to
      Other Plans.** Any benefits
      payable under this Plan shall not be deemed salary or compensation to any
      Participant for the purpose of computing benefits to which he may be entitled
      under any pension or profit sharing plan or other similar plan or arrangement
      of
      the Company for the benefit of its Participants.





**7.2**  **Administration.** The Compensation
      Committee of the Company shall have full power and authority to administer
      this
      Plan.  No member of the Compensation Committee or the Board of
      Directors shall be liable to any person for any action taken or omitted in
      connection with the administration of the Plan unless attributable to his own
      willful misconduct or lack of good faith.  The Directors shall, from
      time to time, establish eligibility requirements for participation in the Plan
      and rules for the Administration of the Plan that are not inconsistent with
      the
      provisions of the Plan.





**7.3**  **Amendment.** The Board of
      Directors of the Company reserves the right to amend this Plan in such manner
      as
      it, in its sole discretion, may deem necessary and proper.  Such
      amendments will apply to terminated and retired Participants to the same extent
      that they apply to active Participants.





**7.4**  **Rights
      of
      Company to Terminate the Plan.** The Company shall
      have the right to terminate this Plan at any time.  Each Participant
      in the Plan shall receive future benefits in the same manner and amount as
      he
      would have received had his service as an Executive terminated with twenty-five
      (25) years of service on the date the Plan is terminated.  Anything
      herein to the contrary notwithstanding, should the Company elect to terminate
      the Plan it shall be obligated to continue to pay all benefits provided for
      hereunder to all Participants or their beneficiaries, as the case may be, who
      have died or retired and who have become entitled to receive same in accordance
      with the terms of the Plan.








**7.5**  **Rights
      of
      Offset.** If the Participant
      has any indebtedness to the Company at the time benefits become due by virtue
      of
      retirement, death, or termination, the Company may apply the amounts due, less
      the minimum Federal Backup Withholding Tax required on such amounts, to reduce
      such indebtedness.





**7.6
      Law
      Governing.** This Plan shall be
      construed in accordance with and governed by the laws of the State of Idaho.