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                                                                   EXHIBIT 10.32

                          NATIONAL HOME CENTERS, INC.
                        1996 LONG-TERM PERFORMANCE PLAN
                (Amended and Restated Effective March 1, 1996)
                    (Approved by Stockholders June 6, 1996)


   1.  Objectives.

   The amended and restated 1996 National Home Centers, Inc. Long-Term
Performance Plan (the "Plan"), formerly the 1993 Long-Term Tandem and Restricted
Stock Incentive Plan of National Home Centers, Inc., is designed to retain
executives and other selected employees and reward them for making major
contributions to the success of the Company. These objectives are accomplished
by making long-term incentive awards under the Plan thereby providing
Participants with a proprietary interest in the growth and performance of the
Company.  It is further intended that stock options granted by the Committee (as
defined in Section 2 below) pursuant to Section 7 hereof shall be designated
"incentive stock options" ("Incentive Stock Options") within the meaning of
Section 422 of the Code (as defined in Section 2 below) or "nonqualified stock
options" ("Nonqualified Stock Options") and, together with Incentive Stock
Options, ("Stock Options").

   2.  Definitions.

       (a)  "Award"--The grant of any form of stock option, stock appreciation
   right, stock or cash award whether granted singly, in combination or in
   tandem, to a Plan Participant pursuant to such terms, conditions and
   limitations as the Committee may establish in order to fulfill the objectives
   of the Plan.

       (b)  "Award Agreement"--An agreement between the Company and a
   Participant that sets forth the terms, conditions and limitations applicable
   to an Award.

       (c)  "Board"--The Board of Directors of National Home Centers, Inc.

       (d)  "Capital Stock" or "stock"--Authorized and issued or unissued
   Capital Stock of the Company.

       (e)  "Code"--The Internal Revenue Code of 1986, as amended from time to
   time, and the Regulations issued thereunder.

       (f)  "Committee"--The Compensation Committee of the Company's Board, or
   such other committee of the Board that is designated by the Board to
   administer the Plan. The committee shall consist of two members appointed by
   the Board from among its members.

       (g)  "Company"--National Home Centers, Inc. and its subsidiaries,
   including subsidiaries of subsidiaries.

       (h)  "Fair Market Value"--The closing price of the Company's Capital
   Stock on the principal national securities exchange on which the Company's
   Capital Stock is then listed or admitted to trading, if the Company's Capital
   Stock is then listed or admitted to trading on any national securities
   exchange.  The closing price shall be the last reported sale price regular
   way, or, in case no such sale takes place on such day, the average of the
   closing bid and asked prices regular way, as reported by said exchange.  If
   the Company's Capital Stock is not then so listed on a national securities
   exchange, the fair market value per share of the Company's Capital Stock on
   any date shall be deemed to be the closing price (the last reported sale
   price regular way) in the over-the-counter market as reported by the NASDAQ
   National Market, if the Company's Capital Stock closing price is then
   reported on the NASDAQ National Market, or, if the closing price of the
   Company's Capital Stock is not then reported by the NASDAQ National Market,
   shall be deemed to be the mean of the highest closing bid and lowest closing
   asked price of the
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   Company's Capital Stock in the over-the-counter market as reported by the
   National Association of Securities Dealers Automated Quotation System
   ("NASDAQ"), or, if the Company's Capital Stock is not then quoted by NASDAQ,
   as furnished by any member of the National Association of Securities Dealers,
   Inc. selected from time to time by the Company for that purpose.  If no
   member of the National Association of Securities Dealers, Inc. furnishes
   quotes with respect to the Capital Stock of the Company, such fair market
   value shall be determined by resolution of the Committee.  Notwithstanding
   the foregoing provisions of this Section 2(h), if the Committee shall at any
   time determine that it is impracticable to apply the foregoing methods of
   determining fair market value, the Committee is empowered to adopt other
   reasonable methods for such purpose.  The Committee may, if it deems it
   appropriate, engage the services of an independent qualified expert or
   experts to appraise the value of the Capital Stock.

       (i)  "Participant"-- A person eligible to receive an Award pursuant to
   the terms of the  Plan.

       (j)  "Ten Percent Stockholder"--A Participant who, at the time an
   Incentive Stock Option is granted, owns stock possessing more than 10% of the
   total combined voting power of all classes of Capital Stock of the Company.

   3.  Participants.

   Participants shall be employees of the Company (including employees who are
also directors or officers of the Company) who hold positions of responsibility
and whose performance, in the judgment of the Committee or the management of the
Company, can have a significant effect on the success of the Company.  In
determining the persons to whom Awards shall be granted, the Committee shall
take into account the duties of the respective persons, their present and
potential contributions to the success of the Company and such other factors as
the Committee shall deem relevant in connection with accomplishing the purpose
of the Plan.

   4.  Capital Stock Available for Awards.

   The aggregate number of shares of Capital Stock that shall be available for
Awards granted wholly or partly in stock under the Plan shall not exceed 300,000
shares. The limitation established hereby shall be subject to adjustment as
provided in Section 15 hereof.  From time to time, the Board of Directors and
appropriate officers of the Company shall take whatever actions are necessary to
file required documents with governmental authorities and stock exchanges to
make shares of Capital Stock available for issuance pursuant to Awards. Capital
Stock related to Awards that are forfeited, terminated, expire unexercised,
settled in cash in lieu of stock or in such manner that all or some of the
shares covered by an Award are not issued to a Participant, or are exchanged for
Awards that do not involve Capital Stock, shall (unless the Plan shall have been
terminated) immediately become available for Awards.

   5.  Administration.

   The Plan shall be administered by the Committee which shall have full and
exclusive power to interpret the Plan, to grant waivers of Plan restrictions and
to adopt such rules, regulations and guidelines for carrying out the Plan as it
may deem necessary or proper, all of which powers shall be executed in the best
interests of the Company and in keeping with the objectives of the Plan.

   6.  Delegation of Authority.

   The Committee may delegate to one or more of its members or to the Chief
Executive Officer and to other senior officers of the Company its duties under
the Plan pursuant to such conditions or limitations as the Committee may
establish.

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   7.  Awards.

   The Committee shall determine the type or types of Award(s) to be made to
each Participant and shall set forth in the related Award Agreement the terms,
conditions and limitations applicable to each Award. Awards may include but are
not limited to those listed in this Section 7. Awards may be granted singly, in
combination or in tandem as established in the Award Agreement. Awards may also
be made in combination or in tandem with, in replacement of, or as alternatives
to, grants or rights under any other employee plan of the Company, including the
plan of any acquired entity.

       (a)  Stock Option--A grant of a right to purchase a specified number of
   shares of Capital Stock at not less than 100% of Fair Market Value on the
   date of grant during a specified period as determined by the Committee. A
   Stock Option may be in the form of an Incentive Stock Option or a
   Nonqualified Stock Option.  An Incentive Stock Option, in addition to being
   subject to applicable terms, conditions and limitations established by the
   Committee, must comply with Section 422 of the Code which, among other
   limitations, provides that the aggregate Fair Market Value (determined at the
   time the option is granted) of Capital Stock exercisable for the first time
   by a Participant during any calendar year shall not exceed $100,000 (or such
   other limit as may be required by the Code); shall be priced at not less than
   100% of Fair Market Value on the date of the grant; and shall be exercisable
   for a period of not more than 10 years. In the case of an Incentive Stock
   Option granted to a 10% Stockholder, (a) the option price shall not be less
   than 110% of the Fair Market Value of the shares of Capital Stock of the
   Company on the date of grant of such Incentive Stock Option, and (b) the
   exercise period shall not exceed five years from the date of grant of such
   Incentive Stock Option.  Only Participants who are employees of the Company
   (including employees who are also officers and directors) may be granted
   Incentive Stock Options.  A Nonqualified Stock Option is a Stock Option
   granted under the Plan which is either not designed to qualify as an
   Incentive Stock Option or is specifically designated in the Award Agreement
   as a Nonqualified Stock Option, even though the Award by the terms of the
   Award Agreement meets the requirements of Internal Revenue Code Section 422.
   A Nonqualified Stock Option may be granted to any person eligible to
   participate in the Plan.

       (b)  Stock Appreciation Right--A right to receive a payment, in cash
   and/or Capital Stock, equal to the excess of the Fair Market Value or other
   specified valuation of a specified number of shares of Capital Stock on the
   date the stock appreciation right ("SAR") is exercised over the Fair Market
   Value or other specified valuation on the date of grant of the SAR as set
   forth in the applicable Award Agreement, except that where the SAR is granted
   in tandem with a stock option, the grant and exercise valuations must be no
   less than Fair Market Value.

       (c)  Stock Award--An Award made in stock or denominated in units of
   stock. All or part of any stock award may be subject to conditions
   established by the Committee, and set forth in the Award Agreement, which may
   include, but are not limited to, continuous service with the Company,
   achievement of specific business objectives, increases in specified indices,
   attaining growth rates and other comparable measurements of Company
   performance. Such Awards may be based on Fair Market Value or other specified
   valuation.

       (d)  Cash Award--An Award denominated in cash with the eventual payment
   amount subject to future service and such other restrictions and conditions
   as may be established by the Committee, and as set forth in the Award
   Agreement, including, but not limited to continuous service with the Company,
   achievement of specific business objectives, increases in specified indices,
   attaining growth rates and other comparable measurements of Company
   performance.

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   8.  Payment of Awards.

   Payment of Awards may be made in the form of cash, stock or combinations
thereof and may include such restrictions as the Committee shall determine,
including in the case of stock, restrictions on transfer and forfeiture
provisions. When transfer of stock is so restricted or subject to forfeiture
provisions it is referred to as "Restricted Stock." Further, with Committee
approval, payments may be deferred, either in the form of installments or a
future lump sum payment. The Committee may permit selected Participants to elect
to defer payments of some or all types of Awards in accordance with procedures
established by the Committee to assure that such deferrals comply with
applicable requirements of the Code including, at the choice of Participants,
the capability to make further deferrals for payment after retirement. Any
deferred payment, whether elected by the Participant or specified by the Award
Agreement or by the Committee, may require the payment be forfeited in
accordance with the provisions of Section 13 of the Plan. Dividends or dividend
equivalent rights may be extended to and made part of any Award denominated in
stock or units of stock, subject to such terms, conditions and restrictions as
the Committee may establish. The Committee may also establish rules and
procedures for the crediting of interest on deferred cash payments and dividend
equivalents for deferred payments denominated in stock or units of stock. At the
discretion of the Committee, a Participant may be offered an election to
substitute an Award for another Award or Awards of the same or different type.

   9.  Stock Option Exercise.

   The price at which shares of Capital Stock may be purchased under a Stock
Option shall be paid in full at the time of the exercise in cash or, if
permitted by the Committee, by means of tendering Capital Stock or surrendering
another Award, including Restricted Stock, valued at Fair Market Value on the
date of exercise, or any combination thereof.  The Committee shall determine
acceptable methods for tendering Capital Stock or other Awards and may impose
such conditions on the use of Capital Stock or other Awards to exercise a Stock
Option as it deems appropriate. In the event shares of Restricted Stock are
tendered as consideration for the exercise of a Stock Option, a number of the
shares issued upon the exercise of the Stock Option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted plus any additional
restrictions that may be imposed by the Committee.

   10. Tax Withholding.

   The Company shall have the right to deduct applicable taxes from any Award
payment and withhold, at the time of delivery or vesting of shares under the
Plan, an appropriate number of shares for payment of taxes required by law or to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for withholding of such taxes. If Capital Stock is used
to satisfy tax withholding, such stock shall be valued based on the Fair Market
Value when the tax withholding is required to be made.

   11. Amendment, Modification, Suspension or Discontinuance of this Plan.

   The Board may amend, modify, suspend or terminate the Plan for the purpose of
meeting or addressing any changes in legal requirements or for any other purpose
permitted by law. Subject to changes in law or other legal requirements which
would permit otherwise, the Plan may not be amended without the consent of the
holders of a majority of the shares of Capital Stock then outstanding, to (a)
increase the aggregate number of shares of Capital Stock that may be issued
under the Plan (except for adjustments pursuant to Section 15 of the Plan); (b)
decrease the option price; (c) materially modify the requirements as to
eligibility for participation in the Plan; (d) withdraw administration of the
Plan from the Committee or (e) extend the period during which Awards may be
granted.

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   12. Termination of Employment and Cessation of Service.

   If the employment of a Participant terminates, other than pursuant to
paragraphs (a) through (c) of this Section 12, all unexercised, deferred and
unpaid Awards shall be cancelled immediately, unless the Award Agreement
provides otherwise.

       (a)  Retirement under a Company Retirement Plan. When a Participant's
   employment terminates as a result of retirement in accordance with the terms
   of a Company retirement plan, the Committee may permit Awards to continue in
   effect beyond the date of retirement in accordance with the applicable Award
   Agreement and the exercisability and vesting of any Award may be accelerated.

       (b)  Resignation in the Best Interests of the Company. When a Participant
   resigns from the Company and, in the judgment of the Chief Executive Officer
   or other senior officer designated by the Committee, the acceleration and/or
   continuation of outstanding Awards would be in the best interests of the
   Company, the Committee may (i) authorize, where appropriate, the acceleration
   and/or continuation of all or any part of Awards granted prior to such
   termination, and (ii) permit the exercise, vesting and payment of such Awards
   for such period as may be set forth in the applicable Award Agreement,
   subject to earlier cancellation pursuant to Section 13 or at such time as the
   Committee shall deem the continuation of all or any part of the Participant's
   Awards are not in the Company's best interest.

       (c)  Death or Disability of a Participant.

           (i)  In the event of a Participant's death, the Participant's estate
       or beneficiaries shall have a period up to the expiration date specified
       in the Award Agreement within which to receive or exercise any
       outstanding Award held by the Participant under such terms as may be
       specified in the applicable Award Agreement. Rights to any such
       outstanding Awards shall pass by will or the laws of descent and
       distribution in the following order: (A) to beneficiaries so designated
       by the Participant; if none; then (B) to a legal representative of the
       Participant; if none; then (C) to the persons entitled thereto as
       determined by a court of competent jurisdiction. Awards so passing shall
       be made at such times and in such manner as if the Participant were
       living.

           (ii)  In the event a Participant is deemed by the Company to be
       disabled and eligible for benefits pursuant to the terms of a medical
       disability income plan, any similar or successor plan, or similar plan of
       another employer, as contemplated by paragraph (b) of this Section 12,
       Awards and rights to any such Awards may be paid to or exercised by the
       Participant, if legally competent, or a committee or other legally
       designated guardian or representative if the Participant is legally
       incompetent by virtue of such disability.

           (iii)  After the death or disability of a Participant, the Committee
       may in its sole discretion at any time (A) terminate restrictions in
       Award Agreements; (B) accelerate any or all installments and rights; and
       (C) instruct the Company to pay the total of any accelerated payments in
       a lump sum to the Participant, the Participant's estate, beneficiaries or
       representative--notwithstanding that, in the absence of such termination
       of restrictions or acceleration of payments, any or all of the payments
       due under the Awards might ultimately have become payable to other
       beneficiaries.

           (iv)  In the event of uncertainty as to interpretation of or
       controversies concerning this paragraph (c) of Section 12, the
       Committee's determinations shall be binding and conclusive.

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   13. Cancellation and Rescission of Awards.

   Unless the Award Agreement specifies otherwise, the Committee may cancel any
unexpired, unpaid, or deferred Awards at any time if the Participant is not in
compliance with all other applicable provisions of the Award Agreement, the Plan
and with the following conditions:

       (a)  A Participant shall not render services for any organization or
   engage directly or indirectly in any business which, in the judgment of the
   Chief Executive Officer of the Company or other senior officer designated by
   the Committee, is or becomes competitive with the Company, or which
   organization or business, or the rendering of services to such organization
   or business, is or becomes otherwise prejudicial to or in conflict with the
   interests of the Company. For Participants whose employment has terminated,
   the judgment of the Chief Executive Officer shall be based on the
   Participant's position and responsibilities while employed by the Company,
   the Participant's postemployment responsibilities and position with the other
   organization or business, the extent of past, current and potential
   competition or conflict between the Company and the other organization or
   business, the effect on the Company's customers, suppliers and competitors
   and such other considerations as are deemed relevant given the applicable
   facts and circumstances. A Participant who has retired shall be free,
   however, to purchase as an investment or otherwise, stock or other securities
   of such organization or business so long as they are listed upon a recognized
   securities exchange or traded over-the-counter, and such investment does not
   represent a substantial investment to the Participant or a greater than 10%
   equity interest in the organization or business.

       (b)  A Participant shall not, without prior written authorization from
   the Company, disclose to anyone outside the Company, or use in other than the
   Company's business, any confidential information or material relating to the
   business of the Company, acquired by the Participant either during or after
   employment with the Company.

       (c)  Upon exercise, payment or delivery pursuant to an Award, the
   Participant shall certify on a form acceptable to the Committee that he or
   she is in compliance with the terms and conditions of the Plan. Failure to
   comply with the provisions of paragraph (a) or (b) of this Section 13 prior
   to, or during the six months after, any exercise, payment or delivery
   pursuant to an Award shall cause such exercise, payment or delivery to be
   rescinded. The Company shall notify the Participant in writing of any such
   rescission within two years after such exercise, payment or delivery. Within
   ten days after receiving such a notice from the Company, the Participant
   shall pay to the Company the amount of any gain realized or payment received
   as a result of the rescinded exercise, payment or delivery pursuant to an
   Award. Such payment shall be made either in cash or by returning to the
   Company the number of shares of Capital Stock that the Participant received
   in connection with the rescinded exercise, payment or delivery.

   14. Nonassignability.

       (a)  Except pursuant to paragraph (c) of Section 12 and except as set
   forth in paragraph (b) of this Section 14, no Award or any other benefit
   under the Plan shall be assignable or transferable, or payable to or
   exercisable by, anyone other than the Participant to whom it was granted.

       (b)  Where a Participant terminates employment and retains Awards
   pursuant to paragraph (b) of Section 12 in order to assume a position with a
   governmental, charitable or educational institution, the Committee, in its
   discretion and to the extent permitted by law, may authorize a third party
   (including but not limited to the trustee of a "blind" trust), acceptable to
   the applicable governmental or institutional authorities, the Participant and
   the Committee, to act on behalf of the Participant with regard to such
   Awards.

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   15. Adjustments.

   In the event of any change in the outstanding Capital Stock of the Company by
reason of a stock split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the Committee may adjust
proportionally (a) the number of shares of Capital Stock (i) reserved under the
Plan; and (ii) covered by outstanding Awards denominated in stock or units of
stock; (b) the stock prices related to outstanding Awards; and (c) the
appropriate Fair Market Value and other price determinations for such Awards. In
the event of any other change affecting the Capital Stock or any distribution
(other than normal cash dividends) to holders of Capital Stock, such adjustments
as may be deemed equitable by the Committee, including adjustments to avoid
fractional shares, shall be made to give proper effect to such event. In the
event of a corporate merger, consolidation, acquisition of property or stock,
separation, reorganization or liquidation, the Committee shall be authorized to
issue or assume Stock Options, whether or not in a transaction to which Section
424(a) of the Code applies, by means of substitution of new options for
previously issued options or an assumption of previously issued options.

   16. Notice.

   Any written notice to the Company required by any of the provisions of the
Plan shall be addressed to the Chief Executive Officer or to the Chief Financial
Officer of the Company, and shall become effective when it is received by the
office of the Chief Executive Officer or the Chief Financial Officer.

   17. Unfunded Plan.

   Insofar as it provides for Awards of cash and Capital Stock, the Plan shall
be unfunded. Although bookkeeping accounts may be established with respect to
Participants who are entitled to cash, Capital Stock or rights thereto under the
Plan, any such accounts shall be used merely as a bookkeeping convenience. The
Company shall not be required to segregate any assets that may at any time be
represented by cash, Capital Stock or rights thereto, nor shall the Plan be
construed as providing for such segregation, nor shall the Company nor the Board
nor the Committee be deemed to be a trustee of any cash, Capital Stock or rights
thereto to be granted under the Plan. Any liability of the Company to any
Participant with respect to a grant of cash, Capital Stock or rights thereto
under the Plan shall be based solely upon any contractual obligations that may
be created by the Plan and any Award Agreement; no such obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company. Neither the Company nor the Board nor the Committee
shall be required to give any security or bond for the performance of any
obligation that may be created by the Plan.

   18. Governing Law.

   The Plan and all determinations made and actions taken pursuant hereto, to
the extent not otherwise governed by the Code or the securities laws of the
United States, shall be governed by the laws of the State of Arkansas and
construed accordingly.

   19. Effective and Termination Dates.

   The Plan shall take effect upon its adoption by the Board but shall be
subject to the approval of the holders of a majority of the issued and
outstanding shares of Capital Stock of the Company, which approval must occur
within 12 months after the date the Plan is adopted by the Board.  The Plan
shall terminate on March 1, 2006, subject to earlier termination by the Board
pursuant to Section 11.

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