Exhibit
      10.44

    
      


       

       

       

       

      Building
        Materials Holding Corporation

      2005
        Deferred Compensation Plan

      for
        Executives

      (Effective
        as of
        January 1, 2005)

       

       

       

       

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Table
        of
        Contents

      Page

       

      
        	
                ARTICLE
                  1.
                  DEFINITIONS

              	
                51

              
	
                1.1

              	
                Account

              	
                51

              
	
                1.2

              	
                Beneficiary

              	
                51

              
	
                1.3

              	
                Change
                  in
                  Control

              	
                51

              
	
                1.4

              	
                Code

              	
                52

              
	
                1.5

              	
                Committee

              	
                52

              
	
                1.6

              	
                Company

              	
                52

              
	
                1.7

              	
                Company
                  Contributions

              	
                52

              
	
                1.8

              	
                Disability

              	
                52

              
	
                1.9

              	
                Effective
                  Date

              	
                52

              
	
                1.10

              	
                Eligible
                  Compensation

              	
                52

              
	
                1.11

              	
                Hardship

              	
                53

              
	
                1.12

              	
                Key
                  Employee

              	
                53

              
	
                1.13

              	
                LTIP

              	
                53

              
	
                1.14

              	
                Participant

              	
                53

              
	
                1.15

              	
                Plan

              	
                53

              
	
                1.16

              	
                Plan
                  Year

              	
                53

              
	
                1.17

              	
                Regulations

              	
                54

              
	
                1.18

              	
                Separation
                  from Service

              	
                54

              
	
                1.19

              	
                Trust
                  or
                  Trust Agreement

              	
                54

              
	
                1.20

              	
                Trust
                  Fund

              	
                54

              
	
                1.21

              	
                Trustee

              	
                54

              
	 	 	 
	
                ARTICLE
                  2.
                  ELIGIBILITY

              	
                54

              
	 	 	 
	
                ARTICLE
                  3.
                  DEFERRED COMPENSATION

              	
                54

              
	
                3.1

              	
                Deferral
                  Elections

              	
                54

              
	
                3.2

              	
                Vesting

              	
                56

              
	
                3.3

              	
                Election
                  of
                  Payment Terms

              	
                56

              
	 	 	 
	
                ARTICLE
                  4.
                  PAYMENT OF DEFERRED COMPENSATION

              	
                58

              
	
                4.1

              	
                Payment
                  upon
                  Distribution Event

              	
                58

              
	
                4.2

              	
                Withdrawal
                  for Hardship

              	
                58

              
	
                4.3

              	
                Payment
                  upon
                  Change in Control

              	
                58

              
	
                4.4

              	
                Payment
                  upon
                  Disability

              	
                58

              
	
                4.5

              	
                Payment
                  upon
                  Death

              	
                58

              
	
                4.6

              	
                Designation
                  of Beneficiary

              	
                59

              
	
                4.7

              	
                Administration
                  of Payments

              	
                59

              
	
                4.8

              	
                Permitted
                  Acceleration of Payments

              	
                59

              
	 	 	 
	
                ARTICLE
                  5.
                  TRUST AND INVESTMENT

              	
                60

              
	
                5.1

              	
                Accounts

              	
                60

              
	
                5.2

              	
                Participants’
                  Rights Unsecured

              	
                60

              
	
                5.3

              	
                Trust
                  Agreement

              	
                60

              
	
                5.4

              	
                Investment
                  of
                  Contribution

              	
                60

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                ARTICLE
                  6.
                  AMENDMENT AND TERMINATION

              	
                61

              
	 	 	 
	
                ARTICLE
                  7.
                  ADMINISTRATION

              	
                61

              
	
                7.1

              	
                Administration

              	
                61

              
	
                7.2

              	
                Applying
                  for
                  Benefits

              	
                61

              
	
                7.3

              	
                Liability
                  of
                  Committee; Indemnification

              	
                67

              
	
                7.4

              	
                Expenses

              	
                67

              
	 	 	 
	
                ARTICLE
                  8.
                  GENERAL AND MISCELLANEOUS

              	
                67

              
	
                8.1

              	
                Rights
                  Against Company

              	
                67

              
	
                8.2

              	
                Assignment
                  or
                  Transfer

              	
                68

              
	
                8.3

              	
                Severability

              	
                68

              
	
                8.4

              	
                Construction

              	
                68

              
	
                8.5

              	
                Governing
                  Law

              	
                68

              
	
                8.6

              	
                Payment
                  Due
                  to Incompetence

              	
                68

              
	
                8.7

              	
                Taxes

              	
                68

              
	
                8.8

              	
                Insurance

              	
                69

              
	
                8.9

              	
                Attorney’s
                  Fees

              	
                69

              
	
                8.10

              	
                Plan
                  Binding
                  on Successors and Assignees

              	
                69

              


      

      


      
        	
                Appendices

              	
                Acknowledgment

              
	 	
                Distribution
                  Election

              
	 	
                Executive
                  Election of Deferral

              
	 	
                Beneficiary
                  Designation

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      BUILDING
        MATERIALS HOLDING CORPORATION

      2005
        DEFERRED COMPENSATION PLAN

      FOR
        EXECUTIVES

       

      Building
        Materials
        Holding Corporation, a Delaware corporation (the “Company”) hereby establishes
        an unfunded plan for the purpose of providing deferred compensation for a
        select
        group of management and highly compensated employees in compliance with Section
        409A of the Internal Revenue Code, as amended (the “Code”).

      RECITALS

       

      WHEREAS,
        the
        Participants identified by the Compensation Committee of the Board of Directors
        of the Company, or any other committee designated by the Board of Directors
        of
        the Company to administer the Plan in accordance with Article 8 of the Plan
        (the
“Committee”), as eligible to participate in the Plan (each a “Participant,” or
        collectively the “Participants”) provide services to the Company;
        and

      


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

      NOW,
        THEREFORE, the
        Company hereby establishes this deferred compensation plan to take the place
        of
        the 1999 Deferred Compensation Plan for Executives with respect to any
        compensation earned on or after January 1, 2005.

      


      ARTICLE
        1.  DEFINITIONS

       

      
        	
                1.1

              	
                Account.
                  means the
                  separate account(s) established under the Plan and the Trust for
                  each
                  participating Participant.  The Company shall furnish each
                  Participant with an annual statement of his or her Account
                  balance.

              


      

       

      
        	
                1.2

              	
                Beneficiary.
                  means the
                  beneficiary designated by the Participant to receive the Participant’s
                  deferred compensation benefits in the event of his or her
                  death.

              


      

       

      
        	
                1.3

              	
                Change
                  in Control.
                  means the
                  occurrence of any of the following, limited to the extent any such
                  occurrence is consistent with the definition of a “change in control
                  event” described in Code Section 409A or related
                  Regulations:

              


      

       

      
        	 	
                (a)

              	
                when
                  any
                  “person,” as such term is used in Sections 13(d) and 14(d) of the
                  Securities Exchange Act of 1934 as amended (“Exchange Act”) (other than
                  the Company, a Subsidiary or a Company 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, where
                  such person’s beneficial ownership of the Company’s securities was not
                  initiated by the Company or approved by the Company’s Board of Directors;
                  or

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (b)

              	
                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 of the Company with or into another corporation, where such
                  merger
                  was not initiated by the Company and in which Company is not the
                  surviving
                  parent entity; or

              


      

       

      
        	 	
                (c)

              	
                a
                  change in
                  the composition of the Board of Directors of the Company during
                  any
                  12-month period, as a result of which fewer than a majority of
                  the
                  directors are Incumbent Directors. “Incumbent Directors” means directors
                  who are elected, or nominated for election, to the Board of Directors
                  of
                  the Company with the affirmative votes of at least a majority of
                  the
                  Incumbent Directors at the time of such election or nomination
                  (but shall
                  not include an individual whose election or nomination is in connection
                  with an actual or threatened proxy contest relating to the election
                  of
                  directors to the Company); or

              


      

       

      
        	 	
                (d)

              	
                any
                  liquidation or dissolution of the
                  Company.

              


      

       

      
        	
                1.4

              	
                Code.
                  means the
                  Internal Revenue Code of 1986, as amended from time to
                  time.  Reference to any Code section shall include any successor
                  or comparable provision of the Code or application
                  Regulations.

              


      

       

      
        	
                1.5

              	
                Committee.
                  means the
                  Compensation Committee of the Board of Directors of the Company
                  or any
                  other committee designated by the Board of Directors of the Company
                  to
                  administer the Plan in accordance with Article
                  8.

              


      

       

      
        	
                1.6

              	
                Company.
                  means
                  Building Materials Holding Corporation, a Delaware Corporation,
                  any
                  successor organization thereto, and any corporation or other entity
                  that
                  must be aggregated with Building Materials Holding Corporation
                  pursuant to
                  the Code or Regulations.

              


      

       

      
        	
                1.7

              	
                Company
                  Contributions.
                  means the
                  Company’s discretionary contribution, if any, pursuant to Section
                  3.1(b).

              


      

       

      
        	
                1.8

              	
                Disability.
                  means—

              


      

       

      
        	 	
                (a)

              	
                the
                  condition
                  of being unable to engage in any substantial gainful activity by
                  reason of
                  any medically determinable physical or mental impairment which
                  can be
                  expected to result in death or can be expected to last for a continuous
                  period of not less than 12 months, or


              


      

       

      
        	 	
                (b)

              	
                by
                  reason of
                  suffering from any medically determinable physical or mental impairment
                  that is expected to result in death or can be expected to last
                  for a
                  continuous period of not less than 12 months, receiving income
                  replacement
                  benefits for a period of not less than 3 months under an accident
                  and
                  health plan covering employees of the
                  Company

              


      

       

      
        	
                1.9

              	
                Effective
                  Date.
                  means
                  January 1, 2005.

              


      

       

      
        	
                1.10

              	
                Eligible
                  Compensation.
                  means
                  projected annual compensation, determined on an annual basis by
                  the
                  Company 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.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                1.11

              	
                Hardship.
                  refers to a
                  distribution made on account of an unforeseeable immediate and
                  heavy
                  financial need of the Participant and that is necessary to satisfy
                  that
                  financial need in accordance with Code Section 409A and the related
                  Regulations.

              


      

       

      
        	 	
                (a)

              	
                Amount.  The
                  amounts distributed with respect to an emergency cannot exceed
                  the amounts
                  necessary to satisfy such emergency plus amounts necessary to pay
                  taxes
                  reasonably anticipated as a result of the distribution, after taking
                  into
                  account the extent to which such hardship is or may be relieved
                  through
                  reimbursement or compensation by insurance or otherwise or by liquidation
                  of the Participant’s assets (to the extent the liquidation of such assets
                  would not itself cause severe financial
                  hardship).

              


      

       

      
        	 	
                (b)

              	
                Circumstances.  Whether
                  a Participant has an immediate and heavy financial need shall be
                  determined by the Committee based on all relevant facts and circumstances,
                  and shall refer to a
                  severe
                  financial hardship to the Participant resulting from an illness
                  or
                  accident of the Participant, the Participant’s spouse, or a dependent (as
                  defined in Code Section 152(a)) of the Participant; loss of the
                  Participant’s property due to casualty; or other similar extraordinary and
                  unforeseeable circumstances arising as a result of events beyond
                  the
                  control of the Participant.

              


      

       

      
        	
                1.12

              	
                Key
                  Employee.
                  means—

              


      

       

      
        	 	
                (a)

              	
                an
                  officer of
                  the Company having an annual compensation greater than $130,000
                  (as
                  adjusted),

              


      

       

      
        	 	
                (b)

              	
                a
                  5% owner of
                  the Company, or

              


      

       

      
        	 	
                (c)

              	
                a
                  1% owner of
                  the Company having annual compensation from the Company of more
                  than
                  $150,000.

              


      

       

      For
        purposes of
        subsection (a), no more than 50 employees (or, if lesser, the greater of
        3
        employees or 10% of the employees) shall be treated as officers.

       

      
        	
                1.13

              	
                LTIP.
                  means an
                  incentive program designated by the Company from time to time as
                  the
                  Building Materials Holding Corporation Long Term Incentive Plan,
                  as
                  amended from time to time.

              


      

       

      
        	
                1.14

              	
                Participant.
                  means each
                  employee of the Company designated by the
                  Company
                  to
                  be
                  entitled to defer compensation pursuant to the Plan and includes
                  a
                  Participant’s Beneficiary where the context so
                  requires.  

              


      

       

      
        	
                1.15

              	
                Plan.
                  means the
                  Building Materials Holding Corporation 2005 Deferred Compensation
                  Plan for
                  Executives, as amended from time to
                  time.

              


      

       

      
        	
                1.16

              	
                Plan
                  Year.
                  means the
                  year beginning each January 1 and ending December
                  31.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                1.17

              	
                Regulations.
                  means the
                  rules, regulations, interpretations and procedures promulgated
                  under the
                  Code, as modified from time to
                  time.

              


      

       

      
        	
                1.18

              	
                Separation
                  from Service.
                  means the
                  termination of employment or association of the Participant as
                  an employee
                  or director of the Company eligible for participation in a deferred
                  compensation plan, and includes termination by way of resignation,
                  removal
                  or Disability.  A Participant who is on temporary leave of
                  absence, whether with or without pay, shall be deemed not to have
                  terminated employment or association.  “Separation from Service”
                  shall be interpreted in accordance with the meaning of “separation from
                  service” or similar term under Code Section 409A and related
                  Regulations.

              


      

       

      
        	
                1.19

              	
                Trust
                  or Trust Agreement.
                  means the
                  Trust Agreement applicable to the Plan, as amended from time to
                  time,
                  entered into between the Company and the Trustee to carry out the
                  provisions of the Plan.

              


      

       

      
        	
                1.20

              	
                Trust
                  Fund.
                  means 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.

              


      

       

      
        	
                1.21

              	
                Trustee.
                  means the
                  designated Trustee acting at any time under the
                  Trust.  

              


      

       

      ARTICLE
        2.  ELIGIBILITY

       

      For
        any Plan Year,
        eligibility to participate in the Plan shall be limited to key management
        employees of the Company 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 Participants eligible to participate in the Plan exceeds
        2%
        of the Company’s total employee population, those eligible to be Participants
        who have the lowest Eligible Compensation in the prior Plan Year shall not
        be
        eligible for the following Plan Year.  

      


      The
        Committee shall
        designate Participants who shall be covered by the Plan in a separate
        Acknowledgment (in the form provided by the Committee) for each such
        Participant.  Participation in the Plan shall commence as of the date
        such Acknowledgment is signed by the Participant and delivered to the Company,
        provided that deferral of compensation under the Plan shall not commence
        until
        the Participant has complied with the election procedures set forth in Article
        3.  Nothing in the Plan or in the Acknowledgment should be construed
        to require any contributions to the Plan on behalf of the Participant by
        the
        Company.

      


      ARTICLE
        3.  DEFERRED
        COMPENSATION

       

      
        	
                3.1

              	
                Deferral
                  Elections.

              


      

       

      
        	 	
                (a)

              	
                Election
                  to Defer Compensation.  Each
                  eligible Participant may elect to defer annually the receipt of
                  a portion
                  of the Eligible Compensation for active service otherwise payable
                  to him
                  by the Company during each Plan Year or portion of a Plan Year
                  that the
                  Participant shall provide services to the Company.  Any
                  Participant’s election to defer Eligible Compensation must satisfy the
                  following conditions:

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (1)

              	
                Newly
                  Eligible Participants.  An
                  employee who first becomes a Participant during a Plan Year shall
                  have 30
                  days from the date of becoming a Participant to submit the required
                  election documents for the then-current Plan
                  Year.  

              


      

       

      
        	 	
                (2)

              	
                Plan
                  Year Elections.  Each
                  other election must be made no later than the day prior to the
                  beginning
                  of the Plan Year with respect to which the Compensation to be deferred
                  is
                  otherwise payable to the Participant or such later date as may
                  be
                  permitted under Code Section 409A.

              


      

       

      
        	 	
                (3)

              	
                Minimum
                  and Maximum Deferrals.  The
                  minimum annual deferral amount, which must be withheld from base
                  salary,
                  is $5,000.  The maximum deferral percentage is 80% of Eligible
                  Compensation.

              


      

       

      
        	 	
                (4)

              	
                Conditions
                  of Election.  Any
                  deferral election must be in writing, signed by the Participant,
                  and
                  delivered to the Company, together with all other documents required,
                  as
                  determined by the Committee.  Each deferral election shall be
                  irrevocable with respect to any Eligible Compensation covered by
                  the
                  election, including Compensation payable in the Plan Year in which
                  the
                  election suspending or modifying the prior deferral election is
                  delivered
                  to the Company.  Each election or discontinuance of an election
                  will continue in force for each successive year until or unless
                  suspended
                  or modified by the filing of a subsequent election with the Company
                  by the
                  Participant in accordance with subsection (a)(2).  The election
                  to defer Eligible Compensation shall be in the form provided by
                  the
                  Committee.

              


      

       

      
        	 	
                (b)

              	
                Company
                  Contributions.  The
                  Company shall not be obligated to make any other contribution to
                  the Plan
                  on behalf of any Participant at any time.  Company may make
                  Company Contributions to the Plan on behalf of one or more the
                  Participants.  Company Contributions, if any, made to
                  Participant Accounts shall be determined in the sole and absolute
                  discretion of the Company, and may be made without regard to whether
                  the
                  Participant to whose Account such contribution is credited has
                  made, or is
                  making, deferrals.  The Company shall not be bound or obligated
                  to apply any specific formula or basis for calculating the amount
                  of any
                  Company Contributions, and the Company shall have sole and absolute
                  discretion as to the allocation of Company Contributions among
                  Participants’ Accounts.  The use of any particular formula or
                  basis for making a Company Contribution in one year shall not bind
                  or
                  obligate the Company to use such formula or basis in any other
                  year.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (c)

              	
                LTIP.  Participants
                  who are eligible for the LTIP may elect to defer monies received
                  as a
                  result of the LTIP through the Plan.  Such deferral
                  determination must be made no later than the latest date permitted
                  in
                  accordance with Code Section 409A and related Regulations.  An
                  employee may also decide to convert all, or a portion of, their
                  pay out to
                  Company common stock which will be issued in the Participant’s name in an
                  amount based on the market price on the day that the Committee
                  approves
                  the pay out.  Such decision to convert part of the deferral to
                  stock must also be made prior to the final Fiscal 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.

              


      

       

      
        	 	
                (d)

              	
                Administration
                  of Deferral Elections.  The
                  Company 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
                  Participant.  The amount or percentage of base salary and bonus,
                  as applicable, that a Participant elects to defer will remain constant
                  for
                  the Plan Year of the election and shall not be subject to change
                  during
                  the Plan Year.  “Base salary” means a Participant’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 Company.  “Cash bonus” means 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
                  LTIP.

              


      

       

      
        	
                3.2

              	
                Vesting.  All
                  deferrals from Eligible Compensation elected by the Participant
                  shall be
                  fully vested at all times.  Notwithstanding any provision of the
                  Plan to the contrary, Company Contributions, if any, may be subject
                  to a
                  substantial risk of forfeiture in accordance with the terms of
                  a vesting
                  schedule, which may be selected by the Company in its sole and
                  absolute
                  discretion.

              


      

       

      
        	
                3.3

              	
                Election
                  of Payment Terms.

              


      

       

      
        	 	
                (a)

              	
                Initial
                  Election - Time of Distribution.  By
                  the later of December 31, 2005 and the date that is 30 days after
                  becoming
                  eligible for the Plan, each Participant will submit an election
                  of the
                  time of distribution applicable to the Participant’s entire
                  Account.  Participants may choose among the following times for
                  distribution in accordance with the form provided by the
                  Committee:

              


      

       

      
        	 	
                (1)

              	
                upon
                  the
                  Participant’s reaching a specified
                  age,

              


      

       

      
        	 	
                (2)

              	
                upon
                  the
                  passage of a specified number of
                  years,

              


      

       

      
        	 	
                (3)

              	
                upon
                  the
                  Participant’s Separation
                  from Service with
                  the
                  Company or, in the case of Key Employees, a
                  date that
                  is 6 months after the date of Separation from Service (or, if earlier,
                  the
                  Participant’s date
                  of
                  death), or

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (4)

              	
                upon
                  the
                  earliest to occur of—

              


      

       

      
        	 	
                (A)

              	
                the
                  Participant’s reaching a specified
                  age,

              


      

       

      
        	 	
                (B)

              	
                the
                  passage
                  of a specified number of years, and

              


      

       

      
        	 	
                (C)

              	
                the
                  Participant’s Separation
                  from Service with
                  the
                  Company or, in the case of Key Employees, a
                  date that
                  is 6 months after the date of Separation from Service (or, if earlier,
                  the
                  Participant’s date
                  of
                  death),

              


      

       

      
        	 	
                (5)

              	
                upon
                  the
                  latest to occur of—

              


      

       

      
        	 	
                (A)

              	
                the
                  Participant’s reaching a specified
                  age,

              


      

       

      
        	 	
                (B)

              	
                the
                  passage
                  of a specified number of years, and

              


      

       

      
        	 	
                (C)

              	
                the
                  Participant’s Separation
                  from Service with
                  the
                  Company or, in the case of Key Employees, a
                  date that
                  is 6 months after the date of Separation from Service (or, if earlier,
                  the
                  Participant’s date
                  of
                  death).

              


      

       

      
        	 	
                (b)

              	
                Initial
                  Election - Method of Distribution.  By
                  the later of December 31, 2005 and the date that is 30 days after
                  becoming
                  eligible for the Plan, each Participant (or Beneficiary) will submit
                  an
                  election of the method of distribution applicable to the Participant’s
                  entire Account.  Participants may choose among the following
                  methods of distribution in accordance with the form provided by
                  the
                  Committee:

              


      

       

      
        	 	
                (1)

              	
                a
                  lump sum
                  payment, or

              


      

       

      
        	 	
                (2)

              	
                monthly
                  installments over a designated period of 5 or 10
                  years.

              


      

       

      In
        the event the Participant fails properly to designate the method of
        distribution, subject to a subsequent election made under subsection (c),
        such
        amounts shall be payable in the form of a lump sum.

      


      
        	 	
                (c)

              	
                Subsequent
                  Elections to Change Timing or Method of
                  Distribution.  A
                  Participant may not accelerate
                  the time or schedule of any payment under the Plan, except as provided
                  in
                  Regulations.  Any
                  change to
                  an election regarding the timing or method of distribution must
                  satisfy
                  the following conditions:

              


      

       

      
        	 	
                (1)

              	
                the
                  subsequent election to delay a payment must be made no later than
                  12
                  months prior to the date of the first scheduled payment;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  first
                  payment must be deferred for a period of at least 5 years from
                  the date
                  the payment would otherwise have been
                  made.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      If
        such subsequent election does not satisfy the conditions specified in this
        subsection, the prior election shall be used to determine the timing and
        form of
        payment.  The last effective election accepted and acknowledged by the
        Committee shall govern the payment of the Participant’s
        Account.  Elections under this subsection will not affect the timing
        of distributions made on account of Disability, death or Hardship except
        as
        provided in Article 4.

      


      ARTICLE
        4.  PAYMENT
        OF
        DEFERRED COMPENSATION

       

      
        	
                4.1

              	
                Payment
                  upon Distribution Event.  Except
                  as otherwise provided in this article, a Participant will be entitled
                  to
                  receive all amounts credited to the Participant’s Account in accordance
                  with the terms of his or her elections under Article
                  3.

              


      

       

      
        	
                4.2

              	
                Withdrawal
                  for Hardship.  A
                  Participant may apply for distributions from his or her Account
                  to the
                  extent that the Participant demonstrates to the reasonable satisfaction
                  of
                  the Committee that he or she needs the funds due to
                  Hardship.  Any Participant receiving a distribution on account
                  of Hardship shall be ineligible to defer any additional compensation
                  under
                  the Plan until the first day of the Plan Year following the second
                  anniversary of the date of the distribution. In addition, a new
                  election
                  of deferral must be submitted to the Company as a condition of
                  participation in the Plan.

              


      

       

      
        	
                4.3

              	
                Payment
                  upon Change in Control.
                  Notwithstanding any other provisions of this Plan, the aggregate
                  balances
                  credited to and held in the Participants’ Accounts shall be distributed to
                  the Participants in a lump sum within 30 days of a Change in Control
                  or
                  such longer period as may be required by the Code or Regulations;
                  provided
                  that, in the case of a Key Employee, any payment made on account
                  of a
                  Separation of Service following a Change in Control shall not be
                  made
                  until a
                  date that
                  is 6 months after the date of Separation
                  from Service.

              


      

       

      
        	
                4.4

              	
                Payment
                  upon Disability.  Upon
                  a Participant’s Disability, as determined by the Committee in its sole
                  discretion, prior to the date when payment of his or her Accounts
                  would
                  otherwise commence under Article 3, the Participant will be entitled
                  to
                  receive all amounts credited to the Accounts as of the date of
                  Disability
                  according to the method of payment elected by the
                  Participant.

              


      

       

      
        	
                4.5

              	
                Payment
                  upon Death.  Upon
                  a Participant’s Separation from Service by reason of death, prior to the
                  date when payment of his or her Accounts would otherwise commence
                  under
                  Article 3, the Participant’s Beneficiary will be entitled to receive all
                  amounts credited to the Accounts of the Participant as of the date
                  of
                  death according to the method of payment elected by the Participant,
                  or to
                  the extent permissible under Code Section 409A, according to the
                  method of
                  payment elected by the Beneficiary.  Upon the death of the
                  Participant following the commencement of distribution, but prior
                  to
                  complete distribution of the entire balance of the Participant’s Accounts,
                  the balance of the Participant’s Accounts on the date of death shall
                  continue to be paid in the elected form of payment to the Participant’s
                  Beneficiary.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                4.6

              	
                Designation
                  of Beneficiary.  The
                  Participant may designate a Beneficiary or Beneficiaries to receive
                  any
                  amount due hereunder by the Participant by written notice thereof
                  to the
                  Company at any time prior to his or her death and may revoke or
                  change the
                  Beneficiary so designated without the Beneficiary’s consent by written
                  notice delivered to Company at any time and from time to time prior
                  to the
                  Participant’s death.  If the Participant is married and a
                  resident of a community property state, one half of any amount
                  due under
                  the Plan which is the result of an amount contributed to the Plan
                  during
                  the Participant’s marriage is the community property of the Participant’s
                  spouse and the Participant may designate a Beneficiary or Beneficiaries
                  to
                  receive only the Participant’s one-half interest. If the Participant shall
                  have failed to designate a Beneficiary, or if no such Beneficiary
                  shall
                  survive him, then such amount shall be paid to his or her estate.
                  Designations of Beneficiaries shall be in the form provided by
                  the
                  Committee.

              


      

       

      
        	
                4.7

              	
                Administration
                  of Payments.  Distribution
                  of the lump sum or the first installment shall be made or commence
                  within
                  90 days following the date of the distribution
                  event.  Subsequent installments, if any, shall be made on the
                  first day of each month following the first installment as determined
                  by
                  Company.  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 Participant’s
                  distribution election.  Each such installment, if any, shall
                  take into account earnings credited to the balance of the Account
                  remaining unpaid.

              


      

       

      
        	
                4.8

              	
                Permitted
                  Acceleration of Payments.  To
                  the extent permitted by Code Section 409A and related Regulations,
                  the
                  Company may, in the sole discretion of the Committee, commence
                  distribution to Participant, Participant’s Beneficiary or other
                  appropriate payee the portion of Participant’s Account authorized for
                  distribution in accordance with Code Section 409A and related Regulations,
                  including the following:

              


      

       

      
        	 	
                (a)

              	
                amounts
                  payable to an individual other than the Participant under a domestic
                  relations order approved by the Committee in its sole
                  discretion;

              


      

       

      
        	 	
                (b)

              	
                de
                  minimis
                  cashout payments that result in the termination of the entirety
                  of a
                  Participant’s interest in the Plan, if the payment is made on or before
                  the later of December 31 of the Plan Year in which occurs the
                  Participant’s Separation from Service or the date 21⁄2 months after the
                  Participant’s Separation from Service and the payment is not greater than
                  $10,000.  Such an amendment may be made with respect to
                  previously deferred amounts under the plan as well as amounts to
                  be
                  deferred in the future; and

              


      

       

      
        	 	
                (c)

              	
                payment
                  to
                  Participant to pay the Federal Insurance Contributions Act tax
                  imposed
                  under Code Section 3101 and 3121(v)(2) on Eligible Compensation
                  deferred
                  under the Plan, grossed up as permitted under applicable
                  Regulations.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      ARTICLE
        5.  TRUST
        AND
        INVESTMENT

       

      
        	
                5.1

              	
                Accounts.  The
                  Company shall establish separate Accounts for each Participant
                  who
                  participates in the Plan.  No special fund shall be established
                  nor shall any note or security be issued by the Company with respect
                  to a
                  Participant’s Accounts.

              


      

       

      
        	
                5.2

              	
                Participants’
                  Rights Unsecured.  The
                  right of the Participant or his or her Beneficiary to receive a
                  distribution hereunder shall be an unsecured claim against the
                  general
                  assets of the Company, and neither the Participant nor his or her
                  Beneficiary shall have any rights in or against any amount credited
                  to his
                  or her Account or any other specific assets of the Company, except
                  as
                  otherwise provided in the Trust.  Nothing contained in the Plan,
                  and no action taken pursuant to its provisions, shall create or
                  be
                  construed to create a trust of any kind or a fiduciary relationship
                  between the Plan and the Company or any other person.  

              


      

       

      
        	
                5.3

              	
                Trust
                  Agreement.  The
                  Company may establish the Trust for the purpose of retaining assets
                  set
                  aside by the Company 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 solely from the
                  Company’s
                  general funds, and any benefits paid from the Trust shall be credited
                  against and reduced by a corresponding amount the Company’s liability to
                  the Participants under the Plan.  No special or separate fund,
                  other than the Trust Agreement, shall be established and no other
                  segregation of assets shall be made to assure the payment of any
                  benefits
                  hereunder.  All Trust Funds shall be subject to the claims of
                  general creditors of the Company in the event the Company is insolvent
                  (as
                  that term is defined in the Trust Agreement).  The obligations
                  of the Company to pay benefits under the Plan constitute an unfunded,
                  unsecured promise to pay and Participants shall have no greater
                  rights
                  than general creditors of the Company.  Trust assets shall not,
                  at any time, be located outside of the United States or be transferred
                  outside of the United States, whether or not such assets are available
                  to
                  satisfy claims of general
                  creditors.

              


      

       

      
        	
                5.4

              	
                Investment
                  of Contribution.

              


      

       

      
        	 	
                (a)

              	
                The
                  investment options available to each Participant shall be determined
                  by
                  the Company and set forth in a separate written document, a copy
                  of which
                  shall be attached hereto and by this reference is incorporated
                  herein.  Each Participant shall have the right to direct the
                  Trustee as to the investment of his or her Account in accordance
                  with
                  policies and procedures implemented by the Trustee.  The Company
                  shall not be liable for any investment decision made by any Participant
                  while the funds attributable to the Participant’s Account are held by the
                  Trustee.

              


      

       

      
        	 	
                (b)

              	
                Accounts
                  shall be credited with the actual financial performance or earnings
                  generated by such investments directed by the Participant and made
                  by the
                  Trustee, until the Account has been fully distributed to the Participant
                  or to the Participant’s Beneficiary.


              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (c)

              	
                Notwithstanding
                  any provision of the Plan to the contrary, the Committee or the
                  Trustee
                  may determine not to take into account the Participant’s designated
                  investments and may invest the Participant’s Account in any other manner
                  as the Committee or the Trustee shall
                  determine.

              


      

       

      ARTICLE
        6.  AMENDMENT
        AND TERMINATION

       

      The
        Committee shall
        have the right to amend the 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 Participants, except
        as
        otherwise provided in such amendment; provided, however, that said amendment
        shall not affect benefits adversely to the affected Participant without the
        Participant’s written approval.  Benefits accruing to a Participant
        pursuant to any employment agreement in effect between the Company and the
        Participant that entitles the Participant to participate in and to certain
        rights under the Plan shall not be affected by an amendment of the Plan.
        

      


      ARTICLE
        7.  ADMINISTRATION

       

      
        	
                7.1

              	
                Administration.  The
                  Committee shall administer and interpret the 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 the Plan.  To
                  the extent
                  required to avoid penalties under section 409A of the Internal
                  Revenue
                  Code, the Committee intends to interpret and operate the Plan in
                  all
                  respects in compliance with Code Section 409A and related
                  Regulations.

              


      

       

      
        	
                7.2

              	
                Applying
                  for Benefits.  The
                  following claims procedures are generally applicable to claims
                  filed under
                  the Plan.  To the extent required
                  by
                  law and to the extent the Committee is ruling on a claim for benefits
                  on
                  account of a disability, the Plan will follow, with respect to
                  that claim,
                  claims procedures required by law for plans providing disability
                  benefits.

              


      

       

      
        	 	
                (a)

              	
                General
                  Procedures.  Subject
                  to the provisions of subsection (b), the following procedures shall
                  apply
                  in the determination of claims under the
                  Plan.

              


      

       

      
        	 	
                (1)

              	
                Filing
                  a Claim.  All
                  applications and claims for benefits shall be filed in writing
                  by the
                  Participant, his or her Beneficiary, or the authorized representative
                  of
                  the claimant, by completing the procedures required by the
                  Committee.  The procedures shall be reasonable and may include
                  the completion of forms and the submission of documents and additional
                  information.

              


      

       

      
        	 	
                (2)

              	
                Review
                  of Claim.  The
                  Committee
                  shall review all applications and claims for benefits and shall
                  decide
                  whether to approve or deny the claim in whole or in part.  If a
                  claim is denied in whole or in part, the Committee shall provide
                  written
                  notice of denial to the claimant within a reasonable period of
                  time no
                  later than 90 days after the Committee receives the claim, unless
                  special
                  circumstances require an extension of time for processing the
                  claim.  If an extension is required, the Committee shall notify
                  the claimant in writing (including by electronic media) by the
                  end of the
                  initial 90-day period and indicate the special circumstances requiring
                  an
                  extension of time and the date by which the Committee expects to
                  render a
                  decision on the claim.  The extension shall not exceed an
                  additional 90 days.  The notice of denial shall be written
                  (including in electronic media) in a manner calculated to be understood
                  by
                  the claimant and shall include the
                  following:

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (A)

              	
                specific
                  reasons for the denial;

              


      

       

      
        	 	
                (B)

              	
                specific
                  references to pertinent Plan
                  provisions;

              


      

       

      
        	 	
                (C)

              	
                description
                  of any additional material or information necessary for the claimant
                  to
                  perfect his or her claim and an explanation of why such material
                  or
                  information is necessary; and

              


      

       

      
        	 	
                (D)

              	
                appropriate
                  information as to the steps the claimant should take if he or she
                  wishes
                  to submit the denied claim for review, including any applicable
                  time
                  limits and including a statement of the claimant’s right to bring a civil
                  action under ERISA § 502(a) following a denied claim on
                  review.

              


      

       

      
        	 	
                (3)

              	
                Appealing
                  a Claims Denial.  If
                  the
                  claimant wishes a review of the denied claim, he or she shall notify
                  the
                  Committee in writing within 60 days of the claimant’s receipt of
                  notification of the denied claim.  The claimant or the
                  claimant’s representative may review pertinent Plan documents and may
                  submit issues or comments to the Committee in writing.  The
                  claimant or the claimant’s representative may provide the Committee with a
                  written statement of the claimant’s position and with written materials in
                  support of his or her position, including documents, records and
                  other
                  information relating to the claim.  The claimant or the
                  claimant’s representative may have, upon request and free of charge,
                  reasonable access to, and copies of, all documents, records and
                  other
                  information relevant to the claim.  A document, record or other
                  information shall be considered relevant to the claim if such document,
                  record or other information (A) was relied upon in making the benefit
                  determination, (B) was submitted, considered or generated in the
                  course of making the benefit determination, without regard to whether
                  such
                  document, record or other information was relied upon in making
                  the
                  benefit determination, or (C) demonstrates compliance with the
                  administrative processes and safeguards designed to ensure and
                  verify that
                  benefit claim determinations are made in accordance with the Plan
                  and
                  that, where appropriate, the Plan provisions have been applied
                  consistently with respect to similarly situated
                  claimants.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (4)

              	
                Review
                  of Appeal.  The
                  Committee shall forward all requests for review of a denied claim
                  together
                  with all associated documents to the Chairman of the Committee
                  promptly
                  after receipt.  The Committee shall make its decision on review
                  solely on the basis of the written record, including documents
                  and written
                  materials submitted by the claimant and/or the claimant’s
                  representative.  The Committee shall make a decision on review
                  within a reasonable period of time, not later than 60 days after
                  the
                  Committee receives the claimant’s written request for review unless
                  special circumstances require additional time for review of the
                  claim.  If the Committee needs an extension of time to review
                  the claim, it shall notify the claimant in writing before the end
                  of the
                  initial 60-day period, and shall indicate the special circumstances
                  requiring an extension of time and the date by which the Committee
                  expects
                  to render the determination on review.  The extension shall not
                  be longer than an additional 60 days.  The decision on review
                  will be written in a manner calculated to be understood by the
                  claimant.  If the claim is denied, the written noticed shall
                  include specific reasons for the decision as well as specific references
                  to pertinent Plan provisions on which the decision is based, a
                  statement
                  of the claimant’s right to bring an action under ERISA § 502(a) and a
                  statement that the claimant is entitled to receive, upon request
                  and free
                  of charge, reasonable access to, and copies of, all documents,
                  records and
                  other information relevant to the claimant’s claim for benefits, with
                  “relevant” defined as provided in the previous
                  subsection.  

              


      

       

      
        	 	
                (b)

              	
                Determination
                  of Disability.  To
                  the extent the Committee is determining a claims for benefits under
                  the
                  Plan on account of disability, the following procedures shall
                  apply.

              


      

       

      
        	 	
                (1)

              	
                Notice
                  of Denial.  If
                  any person claiming benefits under the Plan on account of disability
                  is
                  denied such benefits by the Committee, no later than 45 days after
                  receipt
                  of the claim by the Committee (or within 75 days if special circumstances
                  require an extension and if written (including electronic) notice
                  of such
                  extension and circumstances is given to such person within the
                  initial
                  45-day period), he or she shall be furnished with written notification
                  from the Committee stating the following: The notice of denial
                  shall be
                  written (including in electronic media) in a manner calculated
                  to be
                  understood by the claimant and shall include the following:
                  

              


      

       

      
        	 	
                (A)

              	
                specific
                  reasons for the denial;

              


      

       

      
        	 	
                (B)

              	
                specific
                  references to pertinent Plan provisions on which the adverse determination
                  is based;

              


      

       

      
        	 	
                (C)

              	
                description
                  of the Plan’s review procedures and time limits applicable to such
                  procedures, including a statement of the claimant’s right to bring a civil
                  action under ERISA Section 502(a) following an adverse benefit
                  determination on review; 

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (D)

              	
                if
                  an
                  internal rule, guideline, protocol or other similar criterion (a
                  “Guideline”) was relied upon in making the adverse determination, either
                  (A) a copy of the Guideline, or (B) a statement that such
                  Guideline was relied upon in making the adverse determination and
                  a
                  statement that a copy of such Guideline will be provided free of
                  charge to
                  the claimant upon request; and

              


      

       

      
        	 	
                (E)

              	
                if
                  the
                  adverse benefit determination is based on a medical necessity or
                  experimental treatment or similar exclusion or limit, either an
                  explanation of the scientific or clinical judgment for the determination,
                  applying the terms of the Plan to the claimant’s medical circumstances, or
                  a statement that such explanation will be provided free of charge
                  upon
                  request.

              


      

       

      In
        the case of any extension, the notice of extension shall specifically explain
        the standards on which entitlement to a benefit is based, the unresolved
        issues
        that prevent a decision on the claim, and the additional information needed
        to
        resolve those issues, and the claimant shall be afforded at least 45 days
        within
        which to provide the specified information.

       

      In
        the event that a period of time is extended due to a claimant’s failure to
        submit necessary information, the period for making the benefit determination
        shall be tolled from the date on which the notification of the extension
        is sent
        to the claimant until the date on which the claimant responds to the request
        for
        additional information.

       

      
        	 	
                (2)

              	
                Appeal
                  Process.  A
                  claimant shall have 180 days following receipt of a notification
                  of an
                  adverse benefit determination within which to appeal the
                  determination.  A claimant shall be entitled to submit on appeal
                  written comments, documents, records and other information relating
                  to the
                  claim.  During the time the claimant has for filing an appeal,
                  the claimant shall be provided, upon request and free of charge,
                  reasonable access to and copies of all documents, records and other
                  information relevant to the claim.  The Committee shall forward
                  all requests for review of a denied claim together with all associated
                  documents to the Chair of the Committee promptly after
                  receipt.  The Committee’s review of the claim shall take into
                  account all comments, documents, records and other information
                  submitted
                  by the claimant relating to the claim, without regard to whether
                  such
                  information was submitted or considered in the initial benefit
                  determination.  The review shall not give deference to the
                  initial adverse benefit determination.  If the initial benefit
                  determination was, in whole or in part, based on medical judgment
                  (including determinations with regard to whether a particular treatment,
                  drug or other item is experimental, investigational, or not medically
                  necessary or appropriate), in deciding the appeal the Committee
                  shall
                  consult with a health care professional who has appropriate training
                  and
                  experience in the field of medicine involved in the medical
                  judgment.  Such professional shall be an individual who is
                  neither an individual who was consulted in connection with the
                  adverse
                  benefit determination that is the subject of the appeal, nor the
                  subordinate of any such individual.  If the Plan obtained advice
                  from any medical or vocational experts in making the initial benefit
                  determination, the Committee shall identify such experts to the
                  claimant,
                  regardless of whether the advice was relied upon in making the
                  initial
                  benefit determination.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
Committee
        shall
        notify the claimant of the benefit determination on review within a reasonable
        period of time, not to exceed 45 days after receipt by the Plan of the
        claimant’s request for review, unless the Committee determines that special
        circumstances (such as the need to hold a hearing, if the Plan’s procedures
        provide for a hearing) require an extension of time for processing the
        claim.  If the Committee determines that an extension of time for
        processing is required, written notice of the extension shall be furnished
        to
        the claimant prior to the termination of the initial 45-day
        period.  In no event shall such extension exceed a period of 45 days
        from the end of the initial period.  The extension notice shall
        indicate the special circumstances requiring an extension of time and the
        date
        by which the Plan expects to render the determination on review.

       

      Notwithstanding
        the
        previous paragraph, if the Committee holds regularly scheduled meetings at
        least
        quarterly, the Committee shall instead make a benefit determination no later
        than the date of such meeting that immediately follows the Plan’s receipt of a
        request for review, unless the request for review is filed within 30 days
        preceding the date of such meeting.  In such case, a benefit
        determination may be made by no later than the date of the second meeting
        following the Plan’s receipt of the request for review.  If special
        circumstances (such as the need to hold a hearing, if the Plan’s procedures
        provide for a hearing) require a further extension of time for processing,
        a
        benefit determination shall be rendered not later than the third meeting
        of the
        Committee following the Plan’s receipt of the request for review.  If
        such an extension of time for review is required because of special
        circumstances, the Committee shall provide the claimant with written notice
        of
        the extension, describing the special circumstances and the date as of which
        the
        benefit determination will be made, prior to the commencement of the extension.
        The Committee shall notify the claimant of the benefit determination as soon
        as
        possible, but not later than 5 days after the benefit determination is
        made.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
        period of time
        within which a benefit determination on review is required to be made shall
        begin at the time an appeal is filed in accordance with the reasonable
        procedures of the Plan, without regard to whether all the information necessary
        to make a benefit determination on review accompanies the filing.  In
        the event that a period of time is extended due to a claimant’s failure to
        submit information necessary to decide a claim, the period for making the
        benefit determination on review shall be tolled from the date on which the
        notification of the extension is sent to the claimant until the date on which
        the claimant responds to the request for additional information.

       

      
        	 	
                (3)

              	
                Notification
                  of Benefit Determination on Review.  The
                  Committee shall provide the claimant with written notification
                  of the
                  Plan’s benefit determination on review.  If on review the
                  initial denial of benefits is affirmed, the notification shall
                  set forth,
                  in a manner calculated to be understood by the claimant, the
                  following:

              


      

       

      
        	 	
                (A)

              	
                specific
                  reason for the adverse
                  determination;

              


      

       

      
        	 	
                (B)

              	
                specific
                  references to pertinent Plan provisions on which the adverse determination
                  is based;

              


      

       

      
        	 	
                (C)

              	
                statement
                  that the claimant is entitled to receive, upon request and free
                  of charge,
                  reasonable access to, and copies of, all documents, records, and
                  other
                  information relevant to the claimant’s claim for
                  benefits;

              


      

       

      
        	 	
                (D)

              	
                statement
                  describing the Plan’s voluntary appeal procedures, if any, and describing
                  the claimant’s right to obtain the information about such procedures, and
                  a statement of the claimant’s right to bring an action under ERISA Section
                  502(a);

              


      

       

      
        	 	
                (E)

              	
                if
                  a
                  Guideline was relied upon in making the adverse determination,
                  either
                  (A) a copy of the Guideline, or (B) a statement that such
                  Guideline was relied upon in making the adverse determination and
                  a
                  statement that a copy of such Guideline will be provided free of
                  charge to
                  the claimant upon request;

              


      

       

      
        	 	
                (F)

              	
                if
                  the
                  adverse benefit determination is based on a medical necessity or
                  experimental treatment or similar exclusion or limit, either an
                  explanation of the scientific or clinical judgment for the determination,
                  applying the terms of the Plan to the claimant’s medical circumstances, or
                  a statement that such explanation will be provided free of charge
                  upon
                  request; and

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	
                (G)

              	
                the
                  following
                  statement: “You and your Plan may have other voluntary alternative dispute
                  resolution options, such as mediation.  One way to find out what
                  may be available is to contact your local U.S. Department of Labor
                  Office
                  and your State insurance regulatory
                  agency.”

              


      

       

      
        	 	
                (c)

              	
                The
                  Committee
                  shall have full discretionary authority to consider claims filed
                  under the
                  Plan and to determine eligibility, status and rights of all individuals
                  under the Plan and to construe any and all terms of the Plan.
                  

              


      

       

      
        	 	
                (d)

              	
                Following
                  the
                  approval of a claim for benefits under the Plan, pursuant to the
                  claims
                  procedure set forth in this section, the Committee shall have the
                  authority to construe and administer the Plan in a manner that
                  is
                  consistent with the payment of benefits in accordance with the
                  approved
                  claim.

              


      

       

      
        	
                7.3

              	
                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 the Plan unless attributable
                  to his
                  or her own bad faith or willful misconduct.  The Committee may
                  employ legal counsel, consultants, actuaries and agents as they
                  may deem
                  desirable in the administration of the Plan and may rely on the
                  opinion of
                  such counsel or the computations of such consultant or other
                  agent.  The Committee shall provide for the keeping of detailed
                  written minutes of its actions hereunder, which shall be reviewed
                  by the
                  legal counsel or the consultant engaged by the Committee prior
                  to their
                  finalization.

              


      

       

      
        	
                7.4

              	
                Expenses.  The
                  costs of the establishment of the Plan and the adoption of the
                  Plan by the
                  Company, including but not limited to legal and accounting fees,
                  shall be
                  borne by the Company.  The expenses of administering the Plan
                  shall be borne by the Trust; provided, however, that the Company
                  shall
                  bear, and shall not be reimbursed by, the Trust for any tax liability
                  of
                  the Company associated with the investment of assets by the
                  Trust.  All taxes associated with participation in the Plan,
                  including any tax liability under Code Section 409A, shall be borne
                  by the
                  Participant.

              


      

       

      ARTICLE
        8.  GENERAL
        AND
        MISCELLANEOUS

       

      
        	
                8.1

              	
                Rights
                  Against the Company.  Except
                  as expressly provided by the Plan, the establishment of the Plan
                  shall not
                  be construed as giving to any Participant or to any person whomsoever,
                  any
                  legal, equitable or other rights against the Company, or against
                  its
                  officers, directors, agents or shareholders, or as giving to any
                  Participant or Beneficiary any equity or other interest in the
                  assets,
                  business or shares of Company stock or giving any Participant the
                  right to
                  be retained in the employment of the Company.  All Participants
                  shall be subject to discharge (with or without cause) to the same
                  extent
                  they would have been if the Plan had never been adopted.  The
                  rights of a Participant hereunder shall be solely those of an unsecured
                  general creditor of the Company.  Neither the Plan nor any
                  action taken hereunder shall be construed as giving to any Participant
                  the
                  right to continue rendering services to or for the benefit of the
                  Company
                  or as affecting the right of the Company to dismiss any
                  Participant.  Any benefit payable under the Plan shall not be
                  deemed salary or other compensation for the purpose of computing
                  benefits
                  under any Participant benefit plan or other arrangement of the
                  Company for
                  the benefit of its Participants.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                8.2

              	
                Assignment
                  or Transfer.  No
                  right, title or interest of any kind in the Plan shall be transferable
                  or
                  assignable by any Participant 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 Participant
                  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.  

              


      

       

      
        	
                8.3

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

              


      

       

      
        	
                8.4

              	
                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 the 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.  

              


      

       

      
        	
                8.5

              	
                Governing
                  Law.  The
                  validity and effect of the 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.


              


      

       

      
        	
                8.6

              	
                Payment
                  Due to Incompetence.  If
                  the Committee receives evidence that a Participant 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 or to any other person
                  determined
                  by the Company to be a proper recipient on behalf of such person
                  otherwise
                  entitled to payment, or any of them, in such manner and proportion
                  as the
                  Company may deem proper.  Any such payment shall be in complete
                  discharge of the Company’s obligations under the
                  Plan.  

              


      

       

      
        	
                8.7

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

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                8.8

              	
                Insurance.  In
                  the event that any Participant elects, in his or her discretion,
                  to
                  independently purchase an insurance policy covering the inability
                  of the
                  Plan or the Trust to make any payments to which Participant is
                  entitled
                  under the Plan or the Trust, the Company shall use its best efforts
                  to
                  facilitate the payment by Participant 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 Company of the purchase of such a policy or
                  a
                  recommendation by the Company that the purchase of such a policy
                  is
                  necessary or desirable as the result of Participant’s participation in the
                  Plan.  In the event that such insurance would result in adverse
                  tax consequences to the Participant, the Participant shall terminate
                  such
                  insurance.

              


      

       

      
        	
                8.9

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

              


      

       

      
        	
                8.10

              	
                Plan
                  Binding on Successors and Assignees.
                  The Plan
                  shall be binding upon and inure to the benefit of the Company and
                  its
                  successor and assigns and the Participant and the Participant’s designee
                  and estate.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ACKNOWLEDGMENT

       

      The
        undersigned
        Employee hereby acknowledges that Employer has selected him or her as a
        participant in the Building Materials Holding Corporation 2005 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:

              	
                ____________________________________________

              
	 	 	
                Employee

              
	 	 	 
	 	
                Dated:

              	
                ____________________________________________

              
	 	 	 
	 	 	
                BUILDING
                  MATERIALS HOLDING CORPORATION

              
	 	
                Signed:

              	
                ____________________________________________

              
	 	 	 
	 	 	
                [Officer]

              


      

      


      
        	 	
                r

              	
                I
                  waive
                  enrollment in the 2005 Executive Deferred Compensation Plan for
                  the Plan
                  year 2006.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      DISTRIBUTION
        ELECTION

       

      Pursuant
        to the
        Building Materials Holding Corporation 2005 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:

      oupon
        reaching age:
        _____

      oupon
        the passage of
        ______ years

      oupon
        termination of
        employment

      oupon
        the earlier to
        occur of termination of association with Company or passage of
        ___years

      oupon
        the later to
        occur of termination of association with Company or passage of
        ____years

      


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

      oA
        lump sum

      oAn
        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.

      oAn
        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:
        _______________________________________


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ELECTION
        OF
        DEFERRAL

       

      
        	
                I
                  elect,
                  pursuant to the Building Materials Holding Corporation 2005 Deferred
                  Compensation Plan (the "Plan"), to make the following deferral(s)
                  with
                  respect to compensation earned during the Plan Year beginning January
                  1,
                  200_ and ending December 31, 200_:

              
	 	 	 
	 	
                o 
I
                  waive
                  enrollment in the 2005 Executive Deferred Compensation Plan for
                  Plan year
                  2006 OR:

              
	 	 	 
	
                Deferred
                  Compensation Plan

              
	 
	 	
                o 
_____%

              	
                of
                  base
                  salary (even %)

              
	 	 	 
	 	
                o 
_____%

              	
                of
                  any mid
                  year cash bonus (even %) paid to me by Employer for 2006 (payout
                  in
                  mid-2006; must be elected by December 31, 2005) and

              
	 	 	 
	 	
                o 
_____%

              	
                of
                  any year
                  end bonus (even %) paid to me by Employer for 2006 (payout in 2007;
                  must
                  be elected by June 30, 2006)

              
	 	 	 
	 	
                OR

              	 
	 	 	 
	 	
                o 
$_____

              	
                of
                  any mid
                  year cash bonus paid to me by Employer for 2006 (payout in mid-2006,
                  must
                  be elected by December 31, 2005) and

              
	 	 	 
	 	
                o 
$_____

              	
                of
                  any year
                  end bonus paid to me by Employer for 2006 (payout in 2007; must
                  be elected
                  by June 30, 2006) 

              
	 	 	 
	 	
                o 
OR

              	 
	 	 	 
	 	
                o 
$ALL

              	
                of
                  my cash
                  bonus paid to me by Employer over $________

              
	 	 	 
	 	
                Long-Term
                  Incentive Plan (2007 Payout)

              
	 	 	 
	 	
                o 
$_____
                  or _____% of any payment from a Long
                  Term Incentive Plan and/or

              
	 	 	 
	 	
                o 
$_____
                  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, 200_.  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. 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 2005 Deferred Compensation Plan
        Trust
        Agreement as amended, copies of which the Employer has given me, and which
        I
        have read and understood. 

      


      Dated:          
        _____________________________________

      


      Print
        Name:
 _____________________________________

      


      Signed:        
        _____________________________________


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Beneficiary
        Designation

      In
        the event I should die prior to the receipt of all money accrued to my credit
        under the Building
        Materials
        Holding Corporation 2005 Deferred Compensation Plan (the “Plan”),
        I elect to have
        the balance paid to the following named individual(s) in the following
        percentages(s) (Complete
        A
        if you are a
        resident of a community property state.  Complete B
        if the state
        in which you reside is not a community property state.):

      


      
        	
                A.

              	
                50%

              	 	
                [Spouse]

              
	 	 	 	 
	 	
                _______%

              	 	________________________________________________________________
	 	 	 	 
	 	
                
                  _______%

                

              	 	________________________________________________________________
	 	 	 	 
	 	
                
                  _______%

                

              	 	________________________________________________________________
	 	 	 	 
	
                B.

              	
                
                  _______%

                

              	 	________________________________________________________________
	 	 	 	 
	 	
                
                  _______%

                

              	 	________________________________________________________________
	 	 	 	 
	 	
                
                  _______%

                

              	 	________________________________________________________________
	 	 	 	 
	 	
                
                  _______%

                

              	 	________________________________________________________________


      

      


      Participant

       

       

      
        	
                Signature:
                  _____________________________________

              	 	
                Date:
                  ____________________

              
	 	 	 
	 	 	 
	
                Name:
                  ________________________________________

              	 	 


      

      


      To
        be
        completed only if 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.

       

      Spouse

       

       

      
        	
                Signature:
                  _____________________________________

              	 	
                Date:
                  ____________________

              
	 	 	 
	 	 	 
	
                Name:
                  ________________________________________