Exhibit
      10.43

     

     

     

     

     

     

    Building
      Materials Holding Corporation

     

    2005
      Deferred Compensation Plan

     

    for
      Directors

     

    (Effective
      as of
      January 1, 2005)

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    TABLE
      OF
      CONTENTS

    Page

     

    
      	
              ARTICLE
                1.
                DEFINITIONS

            	
              24

            
	
              1.1

            	
              Account

            	
              24

            
	
              1.2

            	
              Beneficiary

            	
              24

            
	
              1.3

            	
              Cash
                Account

            	
              24

            
	
              1.4

            	
              Change
                in
                Control

            	
              24

            
	
              1.5

            	
              Code

            	
              25

            
	
              1.6

            	
              Committee

            	
              25

            
	
              1.7

            	
              Company

            	
              25

            
	
              1.8

            	
              Company
                Contributions

            	
              25

            
	
              1.9

            	
              Compensation

            	
              25

            
	
              1.10

            	
              Disability

            	
              25

            
	
              1.11

            	
              Effective
                Date

            	
              26

            
	
              1.12

            	
              Fees

            	
              26

            
	
              1.13

            	
              Hardship

            	
              26

            
	
              1.14

            	
              Participant

            	
              26

            
	
              1.15

            	
              Plan

            	
              26

            
	
              1.16

            	
              Plan
                Year

            	
              26

            
	
              1.17

            	
              Regulations

            	
              26

            
	
              1.18

            	
              Separation
                from Service

            	
              26

            
	
              1.19

            	
              Stock

            	
              27

            
	
              1.20

            	
              Trust
                or
                Trust Agreement

            	
              27

            
	
              1.21

            	
              Trust
                Fund

            	
              27

            
	
              1.22

            	
              Trustee

            	
              27

            
	 	 
	
              ARTICLE
                2.
                ELIGIBILITY

            	
              27

            
	 	 
	
              ARTICLE
                3.
                DEFERRED COMPENSATION

            	
              27

            
	
              3.1

            	
              Deferred
                Compensation

            	
              27

            
	
              3.2

            	
              Vesting

            	
              29

            
	
              3.3

            	
              Election
                of
                Payment Terms

            	
              29

            
	 	 
	
              ARTICLE
                4.
                PAYMENT OF DEFERRED COMPENSATION

            	
              31

            
	
              4.1

            	
              Payment
                upon
                Distribution Event

            	
              31

            
	
              4.2

            	
              Withdrawal
                for Hardship

            	
              31

            
	
              4.3

            	
              Payment
                upon
                Change in Control

            	
              31

            
	
              4.4

            	
              Payment
                upon
                Disability

            	
              31

            
	
              4.5

            	
              Payment
                upon
                Death

            	
              31

            
	
              4.6

            	
              Designation
                of Beneficiary

            	
              32

            
	
              4.7

            	
              Administration
                of Payments

            	
              32

            
	
              4.8

            	
              Permitted
                Acceleration of Payments

            	
              32

            
	
              4.9

            	
              Permitted
                Delay of Payments

            	
              33

            
	 	 
	
              ARTICLE
                5.
                TRUST AND INVESTMENT

            	
              33

            
	
              5.1

            	
              Accounts

            	
              33

            
	
              5.2

            	
              Participants’
                Rights Unsecured

            	
              33

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.3

            	
              Trust
                Agreement

            	
              34

            
	
              5.4

            	
              Investment
                of
                Contribution

            	
              34

            
	
              5.5

            	
              Voting
                of
                Shares Held in Stock Accounts

            	
              34

            
	 	 
	
              ARTICLE
                6.
                AMENDMENT AND TERMINATION

            	
              35

            
	 	 
	
              ARTICLE
                7.
                ADMINISTRATION

            	
              35

            
	
              7.1

            	
              Administration

            	
              35

            
	
              7.2

            	
              Applying
                for
                Benefits

            	
              35

            
	
              7.3

            	
              Liability
                of
                Committee; Indemnification

            	
              41

            
	
              7.4

            	
              Expenses

            	
              41

            
	 	 
	
              ARTICLE
                8.
                GENERAL AND MISCELLANEOUS

            	
              41

            
	
              8.1

            	
              Rights
                Against the Company

            	
              41

            
	
              8.2

            	
              Assignment
                or
                Transfer

            	
              42

            
	
              8.3

            	
              Severability

            	
              42

            
	
              8.4

            	
              Construction

            	
              42

            
	
              8.5

            	
              Governing
                Law

            	
              42

            
	
              8.6

            	
              Payment
                Due
                to Incompetence

            	
              42

            
	
              8.7

            	
              Taxes

            	
              42

            
	
              8.8

            	
              Insurance

            	
              42

            
	
              8.9

            	
              Attorney’s
                Fees

            	
              43

            
	
              8.10

            	
              Plan
                Binding
                on Successors and Assignees

            	
              43

            


    

    


    


    
      	
              Appendices

            	
              Acknowledgment

            
	 	
              Distribution
                Election

            
	 	
              Director
                Election of Deferral

            
	 	
              Beneficiary
                Designation

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    BUILDING
      MATERIALS HOLDING CORPORATION

    2005
      DEFERRED COMPENSATION PLAN

    FOR
      DIRECTORS

     

    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 non-employee directors and management consultants 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 this Plan in accordance with Article 8 of the Plan
      (the “Committee”), as eligible to participate in this 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 Directors 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 this Plan for each
                Participant.  The term Account shall include the Cash Account
                and the Stock Account, except where the context indicates
                otherwise.  The Company shall furnish each Participant with a
                statement of his or her Account balances at least
                annually.

            


    

     

    
      	
              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

            	
              Cash
                Account.
                means the
                separate account established under the Plan for each Participant
                who
                elects to defer Fees in a form other than
                Stock.

            


    

     

    
      	
              1.4

            	
              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.

            


    

     

    
      	
              1.5

            	
              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.

            


    

     

    
      	
              1.6

            	
              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 this Plan in accordance with Article
                8.

            


    

     

    
      	
              1.7

            	
              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.

            


    

     

    
      	
              1.8

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

            


    

     

    
      	
              1.9

            	
              Compensation.
                means any
                and all Fees payable or Shares issuable to Participants for services
                rendered.

            


    

     

    
      	
              1.10

            	
              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.

            


    

     

    
      	
              1.11

            	
              Effective
                Date.
                means
                January 1, 2005.

            


    

     

    
      	
              1.12

            	
              Fees.
                means cash
                amounts payable to Participants for services
                rendered.

            


    

     

    
      	
              1.13

            	
              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.

            


    

     

    
      	
              1.14

            	
              Participant.
                means any
                individual who is either (a) a member of the Board of Directors who
                is not
                an employee of the Company, or (b) providing management consultation
                to
                the Company in his or her capacity as an independent
                contractor.

            


    

     

    
      	
              1.15

            	
              Plan.
                means the
                Building Materials Holding Corporation 2005 Deferred Compensation
                Plan for
                Directors, 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 association of the Participant as a director or employee
                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
                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

            	
              Stock.
                means the
                Common Stock issuable by the Company to Participants for services
                rendered.

            


    

     

    
      	
              1.20

            	
              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.

            


    

     

    
      	
              1.21

            	
              Trust
                Fund.
                means the
                cash and other assets and/or properties held and administered by
                Trustee,
                other than Shares, pursuant to the Trust to carry out the provisions
                of
                the Plan.

            


    

     

    
      	
              1.22

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

            


    

     

    ARTICLE
      2.  ELIGIBILITY

     

    Eligibility
      to
      participate in the Plan shall be limited to the Participants of the Company
      who—

     

    
      	 	
              (a)

            	
              are
                classified as non-employee directors or independent contractors,
                and 

            


    

     

    
      	 	
              (b)

            	
              have
                been
                selected by the Committee to participate in the
                Plan.

            


    

     

    The
      Committee shall
      designate the Participants who shall be covered by this 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 Section
      3.3.  Nothing in the Plan or in the Acknowledgment should be construed
      to require any contributions to the Plan on behalf of the 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 Fees and/or Shares for active service otherwise payable to
                him by
                the Company during each year or portion of a year that the Participant
                shall provide services to the Company.  Any Participant’s
                election to defer Compensation must satisfy the following
                conditions:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants.  A
                Participant who is elected as a director during a Plan Year shall
                have 30
                days from the date of such election in which 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 dollar amount of Fees that may be deferred per annum is
                $5,000.  The minimum percentage of Shares that may be deferred
                per annum is 100%.

            


    

     

    
      	 	
              (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 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 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 Cash
                Accounts of the Participants shall be determined in the sole and
                absolute
                discretion of the Company, and may be made without regard to whether
                the
                Participant to whose Cash 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’ Cash 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)

            	
              Accounts.  The
                Company shall establish on its books one or two separate Accounts
                for each
                Participant who participates in the Plan: a Stock Account and/or
                a Cash
                Account.  Fees deferred by a Participant shall be credited to
                the Stock Account or the Cash Account as elected by the Participant
                at the
                time the Participant elects to defer Fees.  Such election may be
                divided between the two Accounts in increments of 25% of the deferred
                Fees
                covered by the election.  An election between the Stock Account
                and the Cash Account shall be irrevocable as to the deferred Fees
                covered
                by the election and no transfers between the Stock Account and the
                Cash
                Account shall be permitted.  No special fund shall be
                established nor shall any notes or securities be issued by the Company
                with respect to a Participant’s
                Accounts.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
      Company shall
      withhold the amount or percentage of Compensation specified to be deferred
      in
      equal amounts at the time or times such Compensation is or otherwise would
      be
      paid to the Participant.  The amount or percentage of Fees or Shares
      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.

     

    
      	 	
              (1)

            	
              Fees.  The
                credit for deferred Fees shall be entered on the Company’s books of
                account each quarter at the time that Fees are paid to other the
                Participants who do not elect to defer the payment of such
                Fees.  

            


    

     

    
      	 	
              (2)

            	
              Shares.  The
                number of Shares deferred by a Participant shall be credited to the
                Stock
                Account, including fractional shares.  The credit for deferred
                Shares shall be entered on the Company’s books of account as soon as
                practicable after the Company’s annual shareholders’ meeting of the year
                subject to the deferral.  With
                respect
                to Fees deferred to a Participant’s Stock Account, the Stock Account shall
                be credited with a number of shares equal to the deferred Fees divided
                by
                the fair market value of the shares.  Dividends
                payable on Shares may be used to purchase additional Shares, as determined
                in the sole discretion of the
                Trustee.

            


    

     

    
      	
              3.2

            	
              Vesting.  All
                deferrals elected by the Participant from Fees or Shares 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 entirety of the Participant’s
                Accounts.  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
                beginning of the Plan Year following the passage of a specified number
                of
                years,

            


    

     

    
      	 	
              (3)

            	
              upon
                the
                Participant’s Separation from Service with the Company, 

            


    

     

    
      	 	
              (4)

            	
              upon
                the
                earliest to occur of—

            


    

     

    
      	 	
              (A)

            	
              the
                Participant’s reaching a specified
                age,

            


    

     

    
      	 	
              (B)

            	
              the
                beginning
                of the Plan Year following the passage of a specified number of years,
                and

            


    

     

    
      	 	
              (C)

            	
              the
                Participant’s Separation from Service with the
                Company,

            


    

     

    
      	 	
              (5)

            	
              upon
                the
                later to occur of—

            


    

     

    
      	 	
              (A)

            	
              the
                Participant’s reaching a specified
                age,

            


    

     

    
      	 	
              (B)

            	
              the
                beginning
                of the Plan Year following the passage of a specified number of years,
                and

            


    

     

    
      	 	
              (C)

            	
              the
                Participant’s Separation from
                Service.

            


    

     

    
      	 	
              (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
                single lump
                sum payment, or

            


    

     

    
      	 	
              (2)

            	
              monthly
                installments over a designated period of 5 or 10 years, which shall
                be
                treated as a single payment for election
                purposes.

            


    

     

    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 Accounts 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 Accounts 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.

            


    

     

    
      	
              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,
                but
                in no event later than the end of the 21⁄2 month period following the Plan
                Year in which occurs 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 Cash Account
                balance
                or the number of Shares in the Stock Account 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.  Benefits payable to a Participant
                from a Stock Account shall only be paid to the Participant as a
                distribution of Common Stock plus cash for fractional
                shares.  Benefits payable to a Participant from a Cash Account
                shall only be paid to the Participant in
                cash.

            


    

     

    
      	
              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 vested Plan Benefit 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;

            


    

     

    
      	 	
              (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;
                and

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (d)

            	
              payment
                to
                Participant in the event the Plan with respect to that Participant
                fails
                to meet the requirements of Code Section 409A and related Regulations
                in
                an amount not to exceed the amount required to be included in income
                as a
                result of the failure to comply with the requirements of Code Section
                409A
                and the related Regulations. 

            


    

     

    
      	
              4.9

            	
              Permitted
                Delay of Payments.  To
                the extent permitted by Code Section 409A and related Regulations,
                the
                Company shall delay distribution to Participant, Participant’s Beneficiary
                or other appropriate payee the portion of Participant’s vested Plan
                Benefit authorized for distribution to the
                extent—

            


    

     

    
      	 	
              (a)

            	
              that
                the
                Committee reasonably anticipates that the Company’s deduction with respect
                to such payment otherwise would be limited or eliminated by application
                of
                Code Section 162(m); 

            


    

     

    
      	 	
              (b)

            	
              that
                the
                Committee reasonably anticipates that the making of the payment will
                violate a term of a loan agreement or other similar contract to which
                the
                Company is a party, and such violation will cause material harm to
                the
                Company;

            


    

     

    
      	 	
              (c)

            	
              that
                the
                Committee reasonably anticipates that the making of the payment will
                violate federal securities laws or other applicable law;
                

            


    

     

    
      	 	
              (d)

            	
              upon
                such
                other events and conditions as may be permitted under the Code and
                Regulations;

            


    

     

    provided
      that the
      payment shall be made at the earliest date at which the Committee reasonably
      anticipates that the applicable circumstance specified above is of no further
      force or effect.

    


    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 notes or securities 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 Cash Account
                or
                Stock Account or any other specific assets of the Company, except
                as
                otherwise provided in the Trust.  Nothing contained in this
                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 Cash 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 Accounts are held by the
                Trustee.

            


    

     

    
      	 	
              (b)

            	
              Cash
                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 Cash Account has been fully distributed to the
                Participant or to the Participant’s Beneficiary.  Stock Accounts
                shall only be credited with any dividends or other distributions
                received
                in respect of the Shares.  

            


    

     

    
      	 	
              (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.

            


    

     

    
      	
              5.5

            	
              Voting
                of Shares Held in Stock Accounts.  At
                the time of mailing of notice of each annual or special stockholders’
                meeting of the Company, the Company shall send a copy of the notice
                and
                all proxy solicitation materials to each Participant who has Shares
                held
                in a Stock Account, together with a voting direction form for return
                to
                the proxy holder or its designee.  The Participant shall have
                the right to direct the proxy holder as to the manner in which the
                proxy
                holder is to vote the Shares credited to the Participant’s Stock
                Account.  The Trustee, in its sole discretion, shall have the
                right to vote shares for which it has received no directions from
                the
                Participant.  With respect to all rights other than the right to
                vote, the Company shall follow the directions of the
                Committee.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    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 adversely benefits payable to an affected Participant without
      the Participant’s written approval.

    


    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 Administrator 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.

            


    

     

    
      	 	
              (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 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 the
                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
                continue rendering services to or for the benefit 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 this 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 this Plan and the rights and obligations of
                all
                persons affected hereby shall be construed and determined in accordance
                with the laws of the State of Delaware unless superseded by federal
                law,
                which shall
                govern correspondingly.

            


    

     

    
      	
              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.
                The Company
                may withhold from any benefits payable under this Plan, all federal,
                state, city or other taxes as shall be required pursuant to any law
                or
                governmental regulation or ruling.

            


    

     

    
      	
              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.
                The Company
                shall pay the reasonable attorney’s fees incurred by any Participant in an
                action brought against the Company to enforce the 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
      Participant hereby acknowledges that the Company has selected him or her as
      a
      participant in the Building Materials Holding Corporation 2005 Deferred
      Compensation Plan for Directors, as amended from time to time, subject to all
      terms and conditions of the Plan, a copy of which has been received, read,
      and
      understood by the Participant in conjunction with executing this
      Acknowledgment.  The Participant 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.  The Participant 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.  The Participant understands that his or her participation in
      the Plan shall not begin until this Acknowledgment has been signed by the
      Participant and returned to the Company.

     

    

      
        	
                Building
                  Materials Holding Corporation

              	
                Participant

              
	 	 
	
                By:
                  ________________________________

              	
                Signature:
                  ________________________________

              
	 	 
	
                Title:
                  _______________________________ 

              	
                Name:
                  ___________________________________

              
	 	 
	
                Date:
                  ______________________________

              	
                Date:
                  ____________________________________

              


      

    

     

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


     

    Distribution
      Election

    Pursuant
      to Section
      3.3 of the Building Materials Holding Corporation 2005 Deferred Compensation
      Plan for Directors, as amended from time to time (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:

    


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

     

    ______
      upon
      reaching age ___________

     

    ______
      upon the
      passage of _____ years

     

    ______
      upon my
      Separation from Service with the Company

     

    ______
      upon the
      earliest of the above to occur

     

    ______
      upon the
      latest of the above to occur

    


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

     

    ______
      Lump sum
      payment

     

    ______
      Installments
      for 60 months

     

    ______
      Installments
      for 120 months

     

    Each
      monthly
      installment to be paid under an annuity arrangement will be 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.

    Notwithstanding
      the
      above election, I elect to have distribution of my Stock
      Account
      paid to me
      in:

     

    ______
      Lump sum
      payment

     

    ______
      Installments
      of stock certificates annually for a period of up to 5 years

    


    This
      election shall
      take effect for amounts deferred by me with respect to the Plan Year beginning
      January 1, 20__.  The distribution of amounts from my Account pursuant
      to this election is subject to all of the terms and conditions of the Building
      Materials Holding Corporation 2005 Deferred Compensation Plan for Directors,
      a
      copy of which I have been given by the Employer, and which I have read and
      understood. 

     

    Participant

     

    

      	
              Signature:
                _____________________________________

            	 	
              Date:
                _________________________

            
	 	 	 
	 	 	 
	
              Name:
                ________________________________________

            	 	 


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Director
      Election of Deferral

     

    I
      understand that, under Section 3.1 of the Building Materials Holding Corporation
      2005 Deferred Compensation Plan for Directors (the “Plan”), the minimum annual
      deferral amount is $5,000 of Compensation for the Plan Year in
      question.  I elect, pursuant to Section 3.1 of the Plan, to make the
      following deferral(s) with respect to Compensation earned during the Plan Year
      beginning January 1, 20___ and ending December 31, 20___:

    


    


    
      	
              $_________________

            	 	
              Quarterly
                as
                director fee’s are paid (minimum annual =
                $5,000)

            


    

    


    
      	
              YES_____ / NO_____

            	 	
              Annual director Stock grant

            


    

    


    


    This
      election shall
      take effect for the Plan Year beginning January 1, 20__.  It may be
      terminated or modified by me only with written notice.  The election
      shall remain in effect for each successive Plan Year until a termination,
      modification or subsequent election is submitted.  The deferral of
      Compensation hereby elected is subject to all of the terms and conditions of
      the
      Plan and of the Building Materials Holding Corporation 2005 Deferred
      Compensation Plan for Directors, a copy of which I have been given by the
      Company, and which I have read and understood. 

     

    Participant

     

     

    
      	
              Signature:
                _____________________________________

            	 	
              Date:
                _________________________

            
	 	 	 
	 	 	 
	
              Name:
                ________________________________________

            	 	 


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Beneficiary
      Designation

     

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