Exhibit
      10.60.1

    


     

    


     

     

    Building
      Materials Holding Corporation

     

    Executives’
      Supplemental

    Retirement
      Income Plan

     

    (Effective
      as of
      January 1, 2005)

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of
      Contents

    Page

    

      
        	
                ARTICLE
                  1.
                  DEFINITIONS

              	
                114

              
	
                1.1

              	
                Account

              	
                114

              
	
                1.2

              	
                Base
                  Salary

              	
                114

              
	
                1.3

              	
                Beneficiary

              	
                114

              
	
                1.4

              	
                Board
                  of
                  Directors

              	
                114

              
	
                1.5

              	
                Change
                  in
                  Control

              	
                114

              
	
                1.6

              	
                Code

              	
                115

              
	
                1.7

              	
                Committee

              	
                115

              
	
                1.8

              	
                Company

              	
                115

              
	
                1.9

              	
                Company
                  Contributions

              	
                115

              
	
                1.10

              	
                Disability

              	
                116

              
	
                1.11

              	
                Early
                  Retirement Date

              	
                116

              
	
                1.12

              	
                Effective
                  Date

              	
                116

              
	
                1.13

              	
                Executive

              	
                116

              
	
                1.14

              	
                Fiscal
                  Year

              	
                116

              
	
                1.15

              	
                Hardship

              	
                116

              
	
                1.16

              	
                Interest
                  Credit

              	
                117

              
	
                1.17

              	
                Key
                  Employee

              	
                117

              
	
                1.18

              	
                Normal
                  Retirement Date

              	
                117

              
	
                1.19

              	
                Participant

              	
                117

              
	
                1.20

              	
                Participant

              	
                117

              
	
                1.21

              	
                Plan

              	
                117

              
	
                1.22

              	
                Regulations

              	
                117

              
	
                1.23

              	
                Separation
                  from Service

              	
                117

              
	
                1.24

              	
                Service

              	
                117

              
	
                1.25

              	
                Trust
                  or
                  Trust Agreement

              	
                117

              
	
                1.26

              	
                Trust
                  Fund

              	
                118

              
	
                1.27

              	
                Trustee

              	
                118

              
	
                1.28

              	
                Year
                  of
                  Service

              	
                118

              
	 	 	 
	
                ARTICLE
                  2.
                  ELIGIBILITY

              	
                118

              
	
                2.1

              	
                Eligibility
                  Requirements

              	
                118

              
	
                2.2

              	
                Non-Competition
                  Requirement

              	
                118

              
	 	 	 
	
                ARTICLE
                  3.
                  DEFERRED COMPENSATION

              	
                118

              
	
                3.1

              	
                Company
                  Contributions

              	
                118

              
	
                3.2

              	
                Interest
                  Credits

              	
                119

              
	
                3.3

              	
                Election
                  of
                  Payment Terms

              	
                121

              
	 	 	 
	
                ARTICLE
                  4.
                  PAYMENT OF BENEFITS

              	
                122

              
	
                4.1

              	
                Payment
                  upon
                  Distribution Event

              	
                122

              
	
                4.2

              	
                Conditions
                  on
                  Payment

              	
                123

              
	
                4.3

              	
                Withdrawal
                  for Hardship

              	
                123

              
	
                4.4

              	
                Payment
                  Following a Change in Control

              	
                123

              
	
                4.5

              	
                Payment
                  upon
                  Disability

              	
                124

              
	
                4.6

              	
                Payment
                  upon
                  Death

              	
                124

              
	
                4.7

              	
                Designation
                  of Beneficiary

              	
                124

              
	
                4.8

              	
                Administration
                  of Payments

              	
                125

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.9

              	
                Permitted
                  Acceleration of Payments

              	
                125

              
	
                4.10

              	
                Permitted
                  Delay of Payments

              	
                125

              
	 	 	 
	
                ARTICLE
                  5.
                  TRUST

              	
                126

              
	
                5.1

              	
                Accounts

              	
                126

              
	
                5.2

              	
                Participants’
                  Rights Unsecured

              	
                126

              
	
                5.3

              	
                Trust
                  Agreement

              	
                126

              
	 	 	 
	
                ARTICLE
                  6.
                  AMENDMENT AND TERMINATION

              	
                127

              
	 	 	 
	
                ARTICLE
                  7.
                  ADMINISTRATION

              	
                127

              
	
                7.1

              	
                Administration

              	
                127

              
	
                7.2

              	
                Applying
                  for
                  Benefits

              	
                127

              
	
                7.3

              	
                Liability
                  of
                  Committee; Indemnification

              	
                133

              
	
                7.4

              	
                Expenses

              	
                133

              
	 	 	 
	
                ARTICLE
                  8.
                  GENERAL AND MISCELLANEOUS

              	
                133

              
	
                8.1

              	
                Rights
                  Against Company

              	
                133

              
	
                8.2

              	
                Assignment
                  or
                  Transfer

              	
                134

              
	
                8.3

              	
                Severability

              	
                134

              
	
                8.4

              	
                Construction

              	
                134

              
	
                8.5

              	
                Governing
                  Law

              	
                134

              
	
                8.6

              	
                Payment
                  Due
                  to Incompetence

              	
                134

              
	
                8.7

              	
                Taxes

              	
                134

              
	
                8.8

              	
                Insurance

              	
                135

              
	
                8.9

              	
                Attorney’s
                  Fees

              	
                135

              
	
                8.10

              	
                Plan
                  Binding
                  on Successors and Assignees

              	
                135

              


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BUILDING
      MATERIALS HOLDING CORPORATION

    2005
      EXECUTIVES’ SUPPLEMENTAL RETIREMENT INCOME PLAN

     

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

    


    RECITALS

     

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


    


    WHEREAS,
      the
      Company desires to establish an unfunded deferred compensation plan in
      accordance with Code Section 409A and related Regulations 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 supplemental executive retirement plan to take
      the place of the prior Executives’ Supplemental Retirement Income Plan with
      respect to any compensation earned on or after January 1, 2005.

    


    ARTICLE
      1.  DEFINITIONS

     

    
      	
              1.1

            	
              Account.
                means the
                separate account established under the Plan and the Trust for each
                participating Participant comprised of Company Contributions to the
                Plan
                plus Interest Credits.  Interest Credits are applied to the
                Account before adding the Company Contributions for the current
                year.

            


    

     

    
      	
              1.2

            	
              Base
                Salary.
                means a
                Participant’s regular annual compensation for a Plan Year, determined as
                of the first day of that year, excluding bonuses, commissions, overtime,
                incentive payments, non-monetary awards, and other special compensation,
                before reduction for compensation deferred pursuant to all qualified
                and
                non-qualified plans of the Company.  For any Participant whose
                compensation is composed of a Base Salary plus commissions, and whose
                Base
                Salary is less than $50,000, the Participant’s Base Salary will be deemed
                to equal $50,000.

            


    

     

    
      	
              1.3

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

            


    

     

    
      	
              1.4

            	
              Board
                of Directors.
                means the
                Board of Directors of the Company.

            


    

     

    
      	
              1.5

            	
              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” or
                similar 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 in 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.

            


    

     

    
      	
              1.6

            	
              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.

            


    

     

    
      	
              1.7

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

            


    

     

    
      	
              1.8

            	
              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.

            


    

     

    
      	
              1.9

            	
              Company
                Contributions.
                means the
                Company’s contribution to a Participant’s Account as determined in
                accordance with Section 3.1.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.10

            	
              Disability.
                means—

            


    

     

    
      	 	 	
              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


            


    

     

    
      	 	 	
              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

            	
              Early
                Retirement Date. means
                the
                date on which a Participant attains age 60 with at least 15 Years
                of
                Service or attains age 55 with at least 25 Years of
                Service.

            


    

     

    
      	
              1.12

            	
              Effective
                Date.
                means
                January 1, 2005.

            


    

     

    
      	
              1.13

            	
              Executive.
                means an
                Executive or highly compensated individual of the Company or of any
                division, subsidiary or affiliate of the Company who is eligible
                to become
                a Participant in the Plan under Section
                3.1.

            


    

     

    
      	
              1.14

            	
              Fiscal
                Year.
                means the
                fiscal year of the Company as established from time to
                time.

            


    

     

    
      	
              1.15

            	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.16

            	
              Interest
                Credit.
                means
                earnings credited to a Participant’s Account as determined in accordance
                with Section 3.2.

            


    

     

    
      	
              1.17

            	
              Key
                Employee.
                means—

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              a
                5% owner of
                the Company, or

            


    

     

    
      	 	
              (c)

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

            


    

     

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

     

    
      	
              1.18

            	
              Normal
                Retirement Date.
                means the
                date on which the Participant attains age 65 or the date specified
                in his
                or her Participation Agreement.

            


    

     

    
      	
              1.19

            	
              Participant.
                means a
                person who is selected to participate in the Plan and has satisfied
                the
                conditions of Section 2.1.

            


    

     

    
      	
              1.20

            	
              Participation
                Agreement.
                means the
                election to participate in the Plan under certain terms as completed
                by a
                Participant.

            


    

     

    
      	
              1.21

            	
              Plan.
                means the
                Executives’ Supplemental Retirement Income Plan of Building Materials
                Holding Corporation, as amended from time to
                time.

            


    

     

    
      	
              1.22

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

            


    

     

    
      	
              1.23

            	
              Separation
                from Service.
                means the
                termination of the Participant’s Service prior to his Normal Retirement
                Date.  A Participant who is on temporary leave of absence,
                whether with or without pay, shall not be deemed to have terminated
                Service.  “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.

            


    

     

    
      	
              1.24

            	
              Service.
                means the
                Participant’s service with the Company that is not interrupted or
                terminated.  The Committee, in its sole discretion, may
                determine whether Service shall be considered interrupted or terminated
                in
                any circumstance, including (but not limited to) in the case of any
                leave
                of absence approved by the Company, including sick leave, military
                leave
                or any other personal leave.

            


    

     

    
      	
              1.25

            	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.26

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

            


    

     

    
      	
              1.27

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

            


    

     

    
      	
              1.28

            	
              Year
                of Service.
                means any
                12-consecutive-month period in which a Participant is in Service,
                commencing with the Participant’s date of hire, as determined by the
                Committee in its sole discretion.

            


    

     

    ARTICLE
      2.  ELIGIBILITY

     

    
      	
              2.1

            	
              Eligibility
                Requirements.  In
                order to participate in the Plan, the Executives of the Company selected
                to participate by the Company must—

            


    

     

    
      	 	 	
              belong
                to a
                select group of highly compensated or management employees within
                the
                meaning of ERISA and related
                Regulations;

            


    

     

    
      	 	 	
              execute
                a
                Participation Agreement in the form provided by the Committee;
                and

            


    

     

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

            


    

     

    


    
      	
              2.2

            	
              Non-Competition
                Requirement.  If
                a Participant has a Separation from Service with the Company and,
                without
                the specific written consent of the Company, accepts a position of
                employment with a competitor of the Company within 12 months of Separation
                from Service, Plan benefits will be limited to the lesser of (a)
                the
                Retirement Account Balance at the date of termination, and (b) the
                sum of
                Company Contributions attributable to the Participant without interest
                or
                other appreciation.  If, in the sole discretion of the
                Committee, conditions warrant, the Committee may grant permission
                in the
                form of a general waiver rather than applied to a specific
                position.

            


    

     

    ARTICLE
      3.  DEFERRED COMPENSATION

     

    
      	
              3.1

            	
              Company
                Contributions.  

            


    

     

    
      	 	
              (a)

            	
              Allocation
                to Plan.  The
                Company Contributions allocated to the Plan shall be determined as
                follows:

            


    

     

    
      	 	
              (1)

            	
              Subject
                to
                subsection (b), the Company shall allocate a portion of a percentage
                of
                after-tax earnings of the Company, as determined from time to time
                by the
                Board of Directors in its sole discretion.  As of the Effective
                Date, this amount is 65% of 5.5% of after-tax
                earnings.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              The
                amounts
                to be allocated to the Plan may be changed by the Board of Directors
                at
                any time.  The method of allocation of the funds among
                Participant Accounts may be changed as deemed necessary to maintain
                equity
                among Participants, as determined by the Committee with the approval
                of
                the Board of Directors.  Participants will be notified of
                changes as soon as practicable after the change is
                adopted.

            


    

     

    
      	 	
              (b)

            	
              Allocation
                Among Participants.  The
                benefit allocation to each Participant’s Account in accordance with the
                following calculation:

            


    

     

    
      	 	
              (1)

            	
              The
                portion
                of the Base Salary of each Participant that is in excess of $40,000
                will
                be added to obtain the total of all Participants’ Base Salaries, each only
                with respect to the portion in excess of $40,000, which shall be
                the
                denominator.

            


    

     

    
      	 	
              (2)

            	
              The
                portion
                of the Base Salary of each Participant that is in excess of $40,000
                will
                be divided by the denominator calculated in subsection (b)(1) to
                obtain a
                percentage, calculated to the nearest one-hundred
                thousandth.

            


    

     

    
      	 	
              (3)

            	
              A
                Participant’s allocation to the Plan shall equal the percentage obtained
                in subsection (b) multiplied by the Company Contributions determined
                in
                Section 3.1, up to a maximum of 30% of the Participant’s Base Salary, or
                such other percentage as determined by the Committee from time to
                time.

            


    

     

    
      	
              3.2

            	
              Interest
                Credits and Method of Payment.  Subject
                to Article 4, Interest Credits shall be determined according to the
                Participant’s Years of Service and the applicable method of payment, as
                determined under this section.

            


    

     

    
      	 	
              (a)

            	
              Prior
                to Commencement of Payment.  The
                Company shall credit each Participant’s Account with a simple interest
                rate, expressed as an annual rate, as of January 1 of each year,
                which
                rate may be changed by the Committee from time to time.  As of
                the Effective Date, with respect to Accounts that have not yet commenced
                payment under Article 4, the rates applicable to Account accruals
                are as
                follows:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  Participant
                    

                  Classification

                	
                  Years
                    of Service

                	
                  Interest
                    Credit Rate

                
	
                  Active
                    Employees

                	
                  —

                	
                  7.0%

                
	
                  Inactive
                    Employees

                	
                  Fewer
                    than
                    5

                	
                  0.0%

                
	
                  At
                    least 5,
                    but fewer than 10

                	
                  1.5%

                
	
                  At
                    least 10,
                    but fewer than 15

                	
                  3.0%

                
	
                  At
                    least 15,
                    but fewer than 20

                	
                  4.0%

                
	
                  At
                    least 20,
                    but fewer than 25

                	
                  5.0%

                
	
                  25
                    or
                    more

                	
                  6.0%

                


        

      

    

    


    The
      rates will be
      reviewed by the Committee each February.  Any changes will be
      effective for the January 1 balance of the same year. 

     

    
      	 	
              (b)

            	
              After
                Commencement of Payment.  After
                the payment of installments has commenced under Article 4, the Company
                shall continue to credit each affected Participant’s Account with a simple
                interest rate, expressed as an annual rate, as of January 1 of each
                year.  As of the Effective Date, the rates applicable to the
                method of payment elected are as
                follows:

            


    

     

    
      	 	
              (1)

            	
              General
                Rule.  Subject
                to subsection (b)(2), the Interest Credit rate applicable to each
                method
                of payment shall be determined by the number of Years of Service
                completed
                by the Participant prior to his or her Separation from Service and
                the
                method of payment elected by the Participant pursuant to Section
                3.3, as
                follows:

            


    

     

    
      
        
          	
                  Participant
                    Classification or Event

                	
                  Monthly
                    

                  Installment
                    

                  Period
                    

                  Available

                	
                  Corresponding
                    

                  Interest
                    Credit 

                  Rate

                
	
                  Participants
                    having a Separation from Service—

                  - after
                    completing at
                    least
                    25 Years of
                    Service, or

                  - after
                    the
                    Participant’s Normal Retirement Date

                	
                  15
                    years

                	
                  9.0%

                
	
                  - after
                    completing at
                    least
                    25 Years of
                    Service

                	
                  10
                    years

                	
                  8.0%

                
	
                  5
                    years

                	
                  7.0%

                
	
                  - prior
                    to
                    completing 25 Years of Service

                	
                  15
                    years

                	
                  6.0%

                
	
                  10
                    years

                	
                  5.0%

                
	
                  5
                    years

                	
                  4.0%

                


        
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              Disability
                or Death.  In
                the event of the Participant’s Disability or death prior to the
                commencement of Plan payments, the Participant’s Account shall be payable
                in monthly installments over 5 years, and the applicable Interest
                Credit
                rate shall be determined as
                follows:

            


    

     

    
      
        	
                Participant
                  Classification or Event

              	
                Monthly
                  

                Installment

                Period
                  Available

              	
                Corresponding
                  

                Interest
                  Credit 

                Rate

              
	
                Participant’s
                  Disability or death—

                - while
                  in
                  Service, or

                - after
                  completing at
                  least
                  25 Years of
                  Service 

              	
                5
                  years

              	
                9.0%

              
	
                - prior
                  to
                  completing 25 Years of Service 

              	
                5
                  years

              	
                6.0%

              


      

    

    


    
      	 	
              (c)

            	
              Interest
                Calculations.  The
                computations of future values, present values or installment payments
                shall use the “end of period” assumption for the first
                payment.

            


    

     

    
      	
              3.3

            	
              Election
                of Payment Terms.

            


    

     

    
      	 	
              (a)

            	
              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, or such later date as permitted under Code
                Section
                409A, 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, 10 or 15 years,
                which
                election shall affect the Interest Credits that may be credited to
                the
                Participant’s Account in accordance with Section 3.2, and which
                installment 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 monthly installments over 5 years,
      beginning as of the Participant’s Early Retirement Date, if the Participant is
      eligible, or if not, the Participant’s Normal Retirement Date.

    


    
      	 	
              (b)

            	
              Subsequent
                Elections to Change Timing or Method of
                Distribution.  A
                Participant (or Beneficiary) 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 to be
                effective:

            


    

     

    
      	 	
              (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
      BENEFITS

     

    
      	
              4.1

            	
              Payment
                upon Distribution Event.  Subject
                to the provisions of this article, the Company shall commence
                distributions in accordance with the terms of a Participant’s elections
                under Article 3 upon the earliest to occur of the following
                events:

            


    

     

    
      	 	
              (a)

            	
              upon
                the
                Participant’s Separation from Service following his or her Early
                Retirement Date;

            


    

     

    
      	 	
              (b)

            	
              upon
                the
                Participant’s Separation from Service following his or her Normal
                Retirement Date;

            


    

     

    
      	 	
              (c)

            	
              upon
                such
                other date as specified by the Participant in the applicable Participation
                Agreement, provided that such date is one of the
                following:

            


    

     

    
      	 	
              (1)

            	
              a
                specific
                date, including a specified age of the
                Participant,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              the
                Participant’s Separation
                from Service, or,
                in the
                case of Key Employees, a
                date that
                is 6 months after the date of Separation
                from Service (or, if earlier, the
                Participant’s date
                of
                death), if the Separation
                from Service is later than the Participant’s Early Retirement
                Date.

            


    

     

    
      	
              4.2

            	
              Conditions
                on Payment.  No
                payment shall be due under the Plan if (a) the Participant has a
                Separation from Service prior to his Normal Retirement Date by reason
                of
                fraudulent or dishonest conduct, or (b) the Participant has violated
                the
                non-compete provisions of Section 2.2, each as determined according
                to the
                Committee in its sole discretion.  In the case of a Participant
                who has had a Separation from Service prior to his Normal Retirement
                Date
                by reason of fraudulent or dishonest conduct, and who has not violated
                the
                non-compete provisions of Section 2.2, the Committee may, in its
                sole
                discretion, provide for payment to the Participant in a lump sum
                equal to
                the sum of the Company Contributions attributable to the Participant
                without Interest Credits.

            


    

     

    
      	
              4.3

            	
              Withdrawal
                for Hardship.  A
                Participant may apply for distributions from his or her Account to
                the
                extent that the Participant demonstrates to the reasonable satisfaction
                of
                the Committee that he or she needs the funds due to
                Hardship.  The Committee may deny a withdrawal for Hardship for
                any reason or approve a upon any terms permitted under the Code and
                Regulations, as determined in its sole
                discretion.

            


    

     

    
      	
              4.4

            	
              Payment
                Following a Change in Control.

            


    

     

    
      	 	
              (a)

            	
              Benefits
                Following an Approved Change of Control.

            


    

     

    
      	 	
              (1)

            	
              In
                the event
                a Participant’s has a Separation from Service for any reason within a
                5-year period following a Change of Control, and the transaction
                constituting the Change of Control was approved in writing prior
                to its
                consummation by a majority vote of the members of the Company’s incumbent
                Board of Directors (an “Approved Change of Control”), then the Participant
                shall be entitled to receive monthly installment payments of his
                or her
                Account over a period of 5 years applying a 9% Interest Credit during
                the
                period of payment.

            


    

     

    
      	 	
              (2)

            	
              Following
                an
                Approved Change of Control, any Participant (or Beneficiary) already
                receiving benefit payments under the Plan shall continue to receive
                benefit payments under the Plan for the lesser
                of—

            


    

     

    
      	 	
              (A)

            	
              the
                remainder
                of the current installment schedule, or


            


    

     

    
      	 	
              (B)

            	
              a
                5-year
                period commencing upon the consummation of the Approved Change of
                Control.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Benefits
                Following an Unapproved Change of Control.

            


    

     

    
      	 	
              (1)

            	
              In
                the event
                a Participant’s has a Separation from Service for any reason within a
                5-year period following a Change of Control, and the Change of Control
                was
                not
                approved in
                writing prior to its consummation by a majority vote of the members
                of the
                Company’s incumbent Board of Directors (an “Unapproved Change of
                Control”), then the Participant shall be entitled to receive payment of
                his or her Account balance in a lump sum
                payment.

            


    

     

    
      	 	
              (2)

            	
              Following
                an
                Unapproved Change of Control, any Participant (or Beneficiary thereof)
                already receiving payments under the Plan shall receive the remainder
                of
                his or her benefit under the Plan in the form of a lump sum
                payment.

            


    

     

    
      	 	
              (c)

            	
              Delayed
                Payment.  In
                the case of a Key Employee, any payment made on account of a Separation
                from Service following a Change in Control shall not be made until
                a
                date that
                is 6 months after the date of Separation
                from Service.

            


    

     

    
      	
              4.5

            	
              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.

            


    

     

    
      	
              4.6

            	
              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,
                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; provided, however, that if the Participant has received
                at
                least all of the scheduled monthly installments prior to his or her
                death,
                no further benefits shall be due under the
                Plan.

            


    

     

    
      	
              4.7

            	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.8

            	
              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 or the proper
                identification of the Beneficiary, if later, as applicable, 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 Account balance as
                of the
                date of the distribution by the number of installments remaining
                pursuant
                to the Participant’s distribution election.  Each such
                installment, if any, shall take into account Interest Credits credited
                to
                the balance of the Account remaining
                unpaid.

            


    

     

    
      	
              4.9

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

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              de
                minimis
                cashout payments that result in the termination of the entirety of
                a
                Participant’s interest in the Plan, if the payment is made on or before
                the later of December 31 of the Plan Year in which occurs the
                Participant’s Separation from Service or the date 21⁄2 months after the
                Participant’s Separation from Service and the payment is not greater than
                $10,000; 

            


    

     

    
      	 	
              (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.

            


    

     

    
      	
              4.10

            	
              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

     

    
      	
              5.1

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

            


    

     

    
      	
              5.2

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

            


    

     

    
      	
              5.3

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      6.  AMENDMENT
      AND TERMINATION

     

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


    


    ARTICLE
      7.  ADMINISTRATION

     

    
      	
              7.1

            	
              Administration.  The
                Committee shall administer and interpret the Plan in accordance with
                the
                provisions of the Plan and the Trust Agreement.  Any
                determination or decision by the Committee shall be conclusive and
                binding
                on all persons who at any time have or claim to have any interest
                whatever
                under the Plan.  To the extent required to avoid penalties under
                section 409A of the Internal Revenue Code, the Committee intends
                to
                interpret and operate the Plan in all respects in compliance with
                Code
                Section 409A and related
                Regulations.

            


    

     

    
      	
              7.2

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

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (A)

            	
              specific
                reasons for the denial;

            


    

     

    
      	 	
              (B)

            	
              specific
                references to pertinent Plan
                provisions;

            


    

     

    
      	 	
              (C)

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

            


    

     

    
      	 	
              (D)

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

            


    

     

    
      	 	
              (3)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (1)

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

            


    

     

    
      	 	
              (A)

            	
              specific
                reasons for the denial;

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (C)

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

            


    

     

    
      	 	
              (D)

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

            


    

     

    
      	 	
              (E)

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

            


    

     

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

     

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

     

    
      	 	
              (2)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	 	
              (3)

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

            


    

     

    
      	 	
              (A)

            	
              specific
                reason for the adverse
                determination;

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      	 	
              (C)

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

            


    

     

    
      	 	
              (D)

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

            


    

     

    
      	 	
              (E)

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

            


    

     

    
      	 	
              (F)

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (G)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	
              7.3

            	
              Liability
                of Committee; Indemnification.  To
                the extent permitted by law, the Committee shall not be liable to
                any
                person for any action taken or omitted in connection with the
                interpretation and administration of the Plan unless attributable
                to his
                or her own bad faith or willful misconduct.  The Committee may
                employ legal counsel, consultants, actuaries and agents as they may
                deem
                desirable in the administration of the Plan and may rely on the opinion
                of
                such counsel or the computations of such consultant or other
                agent.  The Committee shall provide for the keeping of detailed
                written minutes of its actions hereunder, which shall be reviewed
                by the
                legal counsel or the consultant engaged by the Committee prior to
                their
                finalization.

            


    

     

    
      	
              7.4

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

            


    

     

    ARTICLE
      8.  GENERAL
      AND
      MISCELLANEOUS

     

    
      	
              8.1

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

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

            


    

     

    
      	
              8.3

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

            


    

     

    
      	
              8.4

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

            


    

     

    
      	
              8.5

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


            


    

     

    
      	
              8.6

            	
              Payment
                Due to Incompetence.  If
                the Committee receives evidence that a Participant or Beneficiary
                entitled
                to receive any payment under the Plan is physically or mentally
                incompetent to receive such payment, the Committee may, in its sole
                and
                absolute discretion, direct the payment to any other person or Trust
                which
                has been legally appointed by the courts or to any other person determined
                by the Company to be a proper recipient on behalf of such person
                otherwise
                entitled to payment, or any of them, in such manner and proportion
                as the
                Company may deem proper.  Any such payment shall be in complete
                discharge of the Company’s obligations under the
                Plan.  

            


    

     

    
      	
              8.7

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

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.8

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

            


    

     

    
      	
              8.9

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

            


    

     

    
      	
              8.10

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

            


    

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Building
      Materials Holding Corporation

    Executive
      and Director Supplemental Retirement Income

     

    TRUST
      AGREEMENT


    This
      Agreement made
      this first day of August, 2005 by and between Building Materials Holding
      Corporation (Company), and U. S. Bank Institutional Trust and Custody, Idaho
      (Trustee).

    


    WHEREAS,
      the Company has
      established the Executives’ Supplemental Retirement Income Plans, both Old and
      New Plans (the “Plans”), attached hereto as Exhibit A and B, to encourage the
      participants in the Plans (the “Participants”) to continue to render services to
      the Company by providing for the Participants’ security after their retirement
      from service with the Company; and,

    


    WHEREAS,
      the Plans provide
      for payments to be made under the conditions and on the terms contained therein
      to the Participants and/or their beneficiaries (hereinafter individually and
      collectively the (“Trust Beneficiaries”); and,

    


    WHEREAS,
      the Company
      desires to establish this Trust Agreement to provide in whole or in part, for
      the payment of the benefits due under the Plans and accordingly to discharge
      its
      obligations thereunder, and to transfer to the Trust certain property which
      shall be held herein until paid to the Trust Beneficiaries in accordance with
      and pursuant to the Plans, subject however, to the claims of the Company’s
      creditors in the event of the Company’s insolvency as defined herein;
      and,

    


    WHEREAS,
      it is the
      intention of the Company to make such contributions to the Trust as it may
      from
      time to time determine to be necessary or appropriate, to discharge its
      obligations to the Trust Beneficiaries under the Plans subject to Section 3
      hereof;

    


    NOW,
      THEREFORE,
      the Company hereby
      establishes with the Trustee this Trust to hold all property acceptable to
      the
      Trustee, together with the income thereon, as shall be transferred to it
      hereunder for the uses and purposes and upon the terms and conditions set forth
      herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      I -
      DEFINITIONS

    


    
      	
              1.1

            	
              Plans.
                The plans
                covered by this Trust are those attached hereto as Exhibit A and
                B. The
                Company may at any time, by written notice to the Trustee, add additional
                plans to become subject to this Trust. Any such additional plans
                shall
                become Plans subject to this Trust only upon receipt and acceptance
                by the
                Trustee of the additional plan
                documents.

            


    

    


    
      	
              1.2

            	
              Board
                of Directors.
                The Board of
                Directors of Building Materials Holding
                Corporation.

            


    

    


    
      	
              1.3

            	
              Compensation
                Committee.
                The
                Committee established by the Board of Directors to evaluate, recommend
                and
                administer compensation programs of the Company for the Board of
                Directors.

            


    

    


    
      	
              1.4

            	
              Trust
                Beneficiaries.
                The
                Participants under the Plans covered by this agreement and/or their
                Beneficiaries who become eligible for the benefit payments under
                the
                Plans.

            


    

    


    
      	
              1.5

            	
              Insolvency.
                The Company
                is insolvent for purposes of this Trust if Company is unable to pay
                its
                debts as they become due or the Company is subject to insolvency
                or
                bankruptcy proceedings under federal, state or local
                law.

            


    

    


    
      	
              1.6

            	
              Insolvency
                Creditors. The
                general
                creditors of the Company as designated by a court of competent
                jurisdiction, or person appointed by such court having jurisdiction
                over
                Company’s insolvency proceedings.

            


    

    


    SECTION
      II
      - TRUST FUND

    


    
      	
              2.1

            	
              Company’s
                Obligations to Participants.
                The Company
                shall continue to be liable to the Participants to make all payments
                required under the terms of the Plans to the extent such payments
                are not
                made from this Trust. Distributions made from this Trust to Participants
                or their beneficiaries shall, to the extent of such distributions,
                satisfy
                the Company’s obligations to pay benefits to Participants and their
                beneficiaries under the Plans.

            


    

    


    
      	
              2.2

            	
              Contributions.
                The Company
                shall make contributions to the Trust as it deems appropriate in
                its sole
                discretion to provide funds to satisfy Company’s contractual obligations
                under the Plans. Such contributions may be in cash or other property
                acceptable to the Trustee.

            


    

    


    
      	
              2.3

            	
              Irrevocable
                Trust. The
                Company
                and the Trustee agree that the Trust hereby created has been established
                to pay obligations of the Company pursuant to the Plans and is subject
                to
                the rights of general creditors of the Company in the event of the
                Company’s insolvency as defined herein, and accordingly is a grantor trust
                under the provisions of Sections 671 through 677 of the Internal
                Revenue
                Code of 1986, as amended (the “Code”). The Company hereby agrees to report
                all items of income and deduction of the Trust on its own income
                tax
                returns. It shall be impossible at any time prior to satisfaction
                of all
                liabilities with respect to Trust Beneficiaries under the Plans and
                to
                Insolvency Creditors, if any, for any part of the corpus or income
                of the
                Trust to be transferred to the Company other than such part as is
                required
                to pay taxes and administration expenses or the reimburse the Company
                for
                payments made under the Plan as herein provided. No contribution
                to or
                income of the Trust is intended to be taxable to the Participants
                until
                benefits are distributed to them.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.4

            	
              Rights
                to Trust Assets.
                The property
                of the Trust shall be held separate and apart from other funds of
                the
                Company and shall be used exclusively for the purposes herein set
                forth.
                The Trust Beneficiaries shall not have any preferred claim on, or
                any
                beneficial ownership interest in, any assets of the Trust prior to
                the
                time such assets are paid to the Trust Beneficiaries as provided
                in
                Section 3 hereof, and the Trust Beneficiaries’ rights to payments created
                under the Plans and this Trust Agreement shall be no greater than
                the
                rights of unsecured general creditors of the
                Company.

            


    

    


    All
      Trust assets
      remaining after all amounts due under the Plans and all amounts then due
      Insolvency Creditors are paid shall be paid to the company.

    


    
      	
              2.5

            	
              ERISA
                Considerations.
                The Plans
                attached hereto as Exhibit A and B are intended to be “unfunded” and
                maintained “Primarily for the purpose of providing deferred compensation
                for a select group of management or highly compensated employees” for
                purposes of the Employee Retirement Income Security Act of 1974,
                as
                amended (“ERISA”) and as such are intended not to be covered by Parts 2
                through 4 of Subtitle B of Title I of ERISA. The existence of this
                Trust
                is not intended to alter this characterization of the
                Plans.

            


    

    


    


    SECTION
      III
      - PAYMENTS TO TRUST BENEFICIARIES

    


    
      	
              3.1

            	
              Payments
                Except During Insolvency.
                The Trustee
                shall make payments of benefits to the Trust Beneficiaries from the
                assets
                of the Trust, if and to the extent such assets are available for
                distribution, in accordance with the Plans, so long as the Company
                is not
                insolvent, as defined herein. Unless such insolvency is deemed to
                exist,
                the Trustee shall hold the Trust Fund exclusively to pay fees and
                expenses
                of the Trust and Plans’ benefits until all such benefits have been paid.
                Unless insolvency exists as herein defined, creditors of the Company
                shall
                not be paid from the Trust Fund. The Company may not hypothecate
                the
                assets of the Trust nor create any security interest in the Trust
                Fund in
                favor of any of its creditors.

            


    

    


    
      	
              3.2

            	
              Determination
                of Benefits Due.
                The
                Compensation Committee will be responsible for notifying the Trustee
                of
                amounts due to the Trust Beneficiaries and the dates such payments
                are
                due. If the Trustee has cause to believe that a payment is due and
                has not
                received notice from the Compensation Committee, the Trustee will
                request
                confirmation from the Compensation Committee and if no response is
                received may take such steps as Trustee deems appropriate and necessary
                to
                fulfill his obligations hereunder to determine what payment is actually
                due to make payments accordingly.

            


    

    


    
      	
              3.3

            	
              Insufficient
                Funds in Trust.
                If the
                property of the Trust is not sufficient to make payments under the
                Plans
                to the Trust Beneficiaries, upon notice from the Trustee to that
                effect,
                the Company shall make the balance of each such payment as it falls
                due.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              Facility
                of Payment.
                Any payments
                made by the Trustee hereunder to the Trust Beneficiaries shall be
                in
                discharge of the Company’s obligations under the Plans, provided, however,
                that the Company shall remain liable to the Trust Beneficiaries for
                all
                amounts due under the Plans to the extent not paid
                hereunder.

            


    

    


    


    SECTION
      IV
      - INSOLVENCY

    


    
      	
              4.1

            	
              Determination
                of Insolvency.
                The Company
                shall promptly give notice to the Trustee upon becoming insolvent.
                The
                Chief Executive Officer and/or the Board of Directors of the Company
                and/or the Compensation Committee shall be obligated to give such
                notice.
                If the Trustee receives such notice or receives from any other person
                claiming to be a creditor of the Company a written allegation that
                the
                Company is insolvent, the Trustee shall independently determine whether
                such insolvency exists. The expenses of such determination shall
                be
                allowed as administrative expenses of the
                Trust.

            


    

    


    
      	
              4.2

            	
              Suspension
                of Payments.
                The Trustee
                shall cease making any payments due from the Trust Fund to the Trust
                Beneficiaries while it is determining the existence of insolvency.
                Such
                payments shall cease and the Trustee shall commence insolvency
                Administration under Section 4.5 upon receipt of any notice of insolvency
                as provided in Section 4.1.

            


    

    


    
      	
              4.3

            	
              Obligation
                of Trustee.
                The Trustee
                shall have no obligation to investigate the financial condition of
                the
                Company prior to receiving a notice or allegation of insolvency.
                The
                Trustee may, in all events rely on such evidence concerning the Company’s
                solvency as may be furnished to the Trustee which will give the Trustee
                a
                reasonable basis for making the determination concerning the Company’s
                solvency.

            


    

    


    
      	
              4.4

            	
              Insolvency
                Administration.
                During
                Insolvency Administration, the Trustee shall hold the Trust Fund
                for the
                benefit of the general creditors of the Company and make payments
                only in
                accordance with this Section 4.4. The Trustee shall continue the
                investment of the Trust Fund in accordance with Section
                5.

            


    

    


    
      	 	
              (A)

            	
              After
                payment
                of Trustee fees authorized herein, the Trustee shall make payments
                out of
                the Trust Fund only as follows:

            


    

    


    
      	 	
              (i)

            	
              To
                general
                creditors in accordance with instructions from a court of competent
                jurisdiction, or a person appointed by such court, having jurisdiction
                over the Company’s condition of insolvency,
                and/or

            


    

    


    
      	 	
              (ii)

            	
              To
                the Trust
                Beneficiaries in accordance with instructions of such persons or
                entities
                specified in subparagraph A(i)
                above.

            


    

    


    
      	 	
              (B)

            	
              The
                Trustee
                shall be a secured creditor with a priority claim to the Trust Fund
                with
                respect to its own fees and
                expenses.

            


    

    


    
      	
              4.5

            	
              Termination
                of Insolvency Administration.
                Insolvency
                Administration shall terminate when the Trustee determines that the
                Company is not insolvent, in response to a notice or allegation of
                insolvency under Section 4.1 or Company is no longer insolvent or
                a court
                of competent jurisdiction determines that the Company is no longer
                insolvent.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.6

            	
              Resumption
                of Benefits.
                Upon
                termination of Insolvency Administration, the Trust Fund shall continue
                to
                be held for the benefit of the Trust Beneficiaries. Benefit payments
                due
                but not paid during the period of Insolvency Administration shall
                be made
                as soon as practicable.

            


    

    


    


    SECTION
      V -
      INVESTMENT OF TRUST ASSETS

    


    
      	
              5.1

            	
              Types
                of Investments.
                Except for
                money and other property subject to the investment responsibility
                of an
                investment manager as provided in Section 5.5 hereof, and subject
                to
                Section 5.2 the Trustee shall, in its discretion, invest and reinvest
                the
                assets of the Trust without distinction between principal and income,
                in
                any property, real, personal or mixed, wherever situated, and whether
                or
                not productive of income or consisting of wasting assets, including,
                without limitation, common and preferred stocks, mutual funds, common
                trust funds, bonds, notes, debentures, securities convertible into
                common
                stock, leaseholds, mortgages (including, without limitation, any
                collective or part interest in any bond and mortgage or note and
                mortgage), interest bearing accounts and certificates of deposit,
                oil,
                mineral or gas properties, royalties, interests or rights (including
                equipment pertaining thereto), equipment trust certificates, investment
                trust certificates, savings bank deposits, commercial paper, and
                insurance
                contracts (including those to which amounts may be deposited and
                withdrawn). The Trustee may invest in certificates of deposit or
                savings
                accounts which bear a reasonable interest rate in a federally insured
                institution which may be affiliated with the Trustee. The Trustee
                shall,
                on the direction of the Company, purchase life insurance and/or annuity
                contracts including group annuity contracts providing for flexible
                funding
                or similar vehicles or for the investment of assets in separate accounts,
                invested in any securities and other property including real estate,
                regardless of whether or not the insurance carrier shall have assumed
                any
                contractual or other liability as to the benefits to be provided
                thereunder, the value thereof, or the return therefrom. Such life
                insurance and/or annuity contracts shall be considered investments
                of the
                Trust Fund and, together with all rights, privileges, options and
                elections contained therein, shall vest in the Trustee but shall
                be
                exercised, assigned or otherwise disposed of as directed by the Company.
                The insurance carrier under any such contract shall have full
                responsibility for the management and control of the assets held
                thereunder.

            


    

    


    
      	
              5.2

            	
              Investment
                Policies.
                The Board of
                Directors of the Company shall have the right at any time and in
                its
                discretion to formulate investment policies and standards for the
                investment of the Trust Fund. Such policies and standards may include,
                among other things, the percentage of the Trust Fund which may be
                invested
                in fixed income securities, the percentage of the Trust Fund which
                may be
                invested in common stocks, and the percentage of the Trust Fund which
                may
                be invested in the securities of any one company. Such policies may
                be
                changed from time to time by resolution of the
                Board.

            


    

    


    
      	
              5.3

            	
              Investment
                Funds.
                The Trustee
                shall maintain separate investment funds as the Company may direct.
                Contributions to the Trust shall be allocated among the funds by
                the
                Trustee in accordance with the directions of the Company. Each separate
                investment fund shall be invested only in types of investments consistent
                with guidelines established by the Company for such fund. Pending
                such
                investment and reinvestment, or transfers as herein provided, the
                Trustee
                may temporarily invest and reinvest the funds in any marketable short
                and
                medium term fixed income securities, United States Treasury Bills,
                other
                short and medium term government obligations, commercial paper, other
                money market instruments and part interest in any one of more of
                the
                foregoing, or may maintain cash balances consistent with the liquidity
                needs of the Plans as communicated to the Trustee by the Company.
                In
                addition, the Trustee shall have full power and authority to invest
                and
                reinvest all or any part of any investment fund through the medium
                of any
                pooled investment fund or group trust which is invested principally
                in
                property of the kind authorized for investment of the respective
                investment funds. To the extent of investment of the Trust’s assets in
                such a pooled fund or group trust, the terms of the instrument
                establishing such pooled fund or group trust are made a part hereof
                as
                fully as if set forth at length herein. The Trustee shall make transfers
                between each of the funds in accordance with the directions of the
                Company
                and may dispose of such investments in the particular investment
                fund as
                may be necessary to enable it to make any such
                transfer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.4

            	
              Powers
                of the Trustee.
                The Trustee
                shall be authorized and empowered, in its discretion (except as provided
                in Section 5.5) to exercise any and all of the following rights,
                powers
                and privileges with respect to any cash, securities or other properties
                held by the Trustee in Trust
                hereunder:

            


    

    


    
      	 	
              (A)

            	
              To
                sell any
                such property at such time and upon such terms and conditions as
                the
                Trustee deems appropriate. Such sales may be public or private, for
                cash
                or credit, or partly for cash and partly for credit, and may be made
                without notice of advertisement of any
                kind.

            


    

    


    
      	 	
              (B)

            	
              To
                exchange,
                mortgage, or lease any such property and to convey, transfer or dispose
                of
                any such property on such terms and conditions as the Trustee deems
                appropriate.

            


    

    


    
      	 	
              (C)

            	
              To
                grant
                options for the sale, transfer exchange or disposal of any such
                property.

            


    

    


    
      	 	
              (D)

            	
              To
                exercise
                all voting rights pertaining to any securities and to consent to
                or
                request any action on the part of the issuer of any such securities
                and to
                give general or special proxies or powers of attorney with or without
                power of substitution.

            


    

    


    
      	 	
              (E)

            	
              To
                consent to
                or participate in amalgamations, reorganizations, re-capitalizations,
                consolidations, mergers, liquidations, or similar transactions with
                respect to any securities, and to accept and to hold any other securities
                issued in connection therewith.

            


    

    


    
      	 	
              (F)

            	
              To
                exercise
                any subscription rights or conversion privileges with respect to
                any
                securities held in the Trust Fund.

            


    

    


    
      	 	
              (G)

            	
              To
                collect
                and receive any and all money and other property of whatsoever kind
                or
                nature due or owing to belonging to the Trust Fund and to give full
                discharge and acquaintance therefore and to extend the time of payment
                of
                any obligation at any time owing to the Trust Fund, as long as such
                extension is for a reasonable period, and continues at reasonable
                interest.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (H)

            	
              To
                cause any
                securities or other property to be registered in, or transferred
                to, the
                individual name of the Trustee or in the name of one or more of its
                nominees, or one or more nominees of any system for the centralized
                handling of securities, or it may retain them unregistered and in
                form
                permitting transferability by delivery, but the books and records
                of the
                Trust shall at all times show that all such investments are a part
                of the
                Trust Fund.

            


    

    


    
      	 	
              (I)

            	
              To
                organize
                under the laws of any State a Company for the purpose of acquiring
                the
                holding title to any property which it is authorized to acquire under
                this
                Trust Agreement and to exercise with respect thereto any or all of
                the
                powers set forth in this Trust
                Agreement.

            


    

    


    
      	 	
              (J)

            	
              To
                manage,
                operate, repair, improve, develop, preserve, mortgage or lease for
                any
                period any real property or any oil, mineral or gas properties, royalties,
                interest or rights held by it directly or through any Company, either
                alone or by joining with others, using other Trust assets for any
                of such
                purposes; to modify, extend, renew, waive or otherwise adjust any
                or all
                of the provisions of any such mortgage or lease and to make provision
                for
                amortization of the investment in or depreciation of the value of
                such
                property.

            


    

    


    
      	 	
              (K)

            	
              To
                settle,
                compromise, or submit to arbitration any claims, debts or damages
                due or
                owing to or from the Trust; to commence or defend suits or legal
                proceedings whenever, in its judgment any interest of the Trust requires
                it; and to represent the Trust in all suits or legal proceedings
                in any
                court of law or equity or before any other body or tribunal, insofar
                as
                such suits or proceedings relate to any property forming part of
                the Trust
                Fund or to the administration of the Trust
                Fund.

            


    

    


    
      	 	
              (L)

            	
              To
                borrow
                money from others for the purposes of the Trust, but the Trustee
                shall not
                be authorized to borrow any money from its banking department or
                from the
                Company or any subsidiary or associated
                company.

            


    

    


    
      	 	
              (M)

            	
              The
                Trustee
                may, for the purpose of investing in and holding title to real or
                personal
                property or part interests therein located outside the state of Idaho,
                appoint one or more individuals or Companies as a co-trustee or subtrustee
                or join with one or more individuals or Companies (including itself)
                in
                the establishment of one or more than one or all of the powers,
                authorities, discretions, duties and functions of the Trustee under
                this
                Trust Agreement and the amendments hereto as shall be designated
                in the
                instrument establishing such subtrust including without limitation
                by the
                reference thereto power to receive and hold property, real or personal,
                or
                part interest therein, oil, mineral or gas properties, royalty interests
                or rights, including equipment pertaining thereto, leaseholds, mortgages
                and other interests in realty, situated in any state in which the
                co-trustee or subtrustee is authorized to act as trustee and pay
                the
                reasonable expenses and compensation of such co-trustee or
                subtrustee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (N)

            	
              To
                purchase,
                hold and sell interests or units of participation in any collective
                or
                common trust fund established by the Trustee, including any such
                funds
                which may be established in the
                future.

            


    

    


    
      	 	
              (O)

            	
              Generally
                to
                do all acts, whether or not expressly authorized, which the Trustee
                deems
                necessary or desirable, but acting at all times according to the
                principles expressed in Section 9.

            


    

    


    
      	
              5.5

            	
              Investment
                Responsibilities.
                The Company
                may (but need not) appoint an Investment Manager or Managers to manage
                (including the power to acquire and dispose of) all or any of the
                assets
                of the trust Fund. In the event of any such appointment, the Company
                shall
                establish the portion of the assets of the Trust Fund which shall
                be
                subject to the management of the Investment Manager and shall so
                notify
                the Trustee in writing. Likewise, the Company may establish that
                all or a
                portion of the assets of the Trust Fund shall be subject to the investment
                jurisdiction of the Company itself (through the Compensation Committee
                or
                other designee) and shall advise the Trustee of such determination.
                With
                respect to such assets over which either an Investment Manager or
                the
                Company has investment responsibility, the Investment Manager or
                the
                Company shall possess all of the investment and administrative power
                and
                responsibilities granted to the Trustee hereunder, including the
                power to
                hold the indicia of ownership of any investment in a collective trust
                fund, and the Trustee shall invest and reinvest such assets pursuant
                to
                the written directions of the Investment Manager or the Company.
                If the
                Company so directs, an Investment Manager shall have the power to
                acquire
                and dispose of assets in the name of the Trust. The investment
                jurisdiction of the Company may be exercised in any manner consonant
                with
                its duties as a fiduciary
                including:

            


    

    


    
      	 	
              (A)

            	
              directing
                the
                Investment Manager or the Trustee that certain investments or types
                of
                investments be made or liquidated;

            


    

    


    
      	 	
              (B)

            	
              directing
                the
                Investment Manager or the Trustee that certain investments not be
                made;

            


    

    


    
      	 	
              (C)

            	
              requiring
                that the Trustee or the Investment Manager obtain approval prior
                to
                acquiring or disposing of any asset. The Trustee shall have no investment
                responsibility with respect to the assets subject to the investment
                responsibility of an Investment Manager or the Company, and shall
                have no
                duty to inquire into the direction of such Investment Manager or
                the
                Company, to solicit such directions nor to review and follow the
                investments made pursuant to any such direction, other than to the
                extent
                provided by law.

            


    

     

    SECTION
      VI
      - RESPONSIBILITY OF TRUSTEE

    


    
      	
              6.1

            	
              Accounting.
                The Trustee
                shall keep accurate and detailed records of all investments, receipts,
                disbursements and all other transactions required hereunder. All
                such
                accounts, books and records shall be open to inspection at all reasonable
                times by the Company and by the Trust Beneficiaries. Within 60 days
                following the close of each calendar year and within 60 days after
                the
                removal or resignation of the Trustee, the Trustee shall deliver
                to the
                Company and the Trust Beneficiaries a written account of its
                administration of the Trust during such year or during the period
                from the
                close of the last preceding year to the date of such removal or
                resignation, setting forth all investments, receipts, disbursements
                and
                other transactions effected by the
                Trustee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              General
                Responsibilities.

            


    

    


    
      	 	
              (A)

            	
              The
                Trustee
                shall act with the care, skill, prudence and diligence under the
                circumstances then prevailing that a prudent man acting in a like
                capacity
                and familiar with such matters would use in the conduct of an enterprise
                of a like character and with like aims provided, however, that the
                Trustee
                shall have no liability for any action taken pursuant to a direction
                given
                by the Company contemplated by and complying with the terms of the
                Trust
                Agreement.

            


    

    


    
      	 	
              (B)

            	
              The
                Trustee
                shall not be responsible for determining the required amount or frequency
                of contributions made by Company nor shall the Trustee be responsible
                for
                the adequacy of the Trust Fund to meet and discharge all liabilities
                under
                the Plans.

            


    

    


    
      	 	
              (C)

            	
              The
                Trustee
                shall not be required to undertake or to defend any litigation arising
                in
                connection with this Trust Agreement, unless it is first indemnified
                by
                the company against its costs, and the Company hereby agrees to indemnify
                the Trustee for such costs.

            


    

    


    
      	 	
              (D)

            	
              The
                Trustee
                may consult with legal counsel with respect to any of its duties
                or
                obligations hereunder and shall be fully protected in acting or refraining
                from action in accordance with such advice of
                counsel.

            


    

    


    
      	 	
              (E)

            	
              The
                Trustee
                may hire agents, accountants, actuaries and financial consultants
                to
                assist it in the performance of its duties
                hereunder.

            


    

    


    
      	 	
              (F)

            	
              The
                Trustee
                shall have, without exclusion, all powers conferred on Trustees by
                applicable law unless expressly provided otherwise
                herein.

            


    

    


    
      	
              6.3

            	
              Trustee
                Fees and Expenses.
                The Trustee
                shall be entitled to be reimbursed for all expenses and receive such
                reasonable compensation for its services hereunder as shall be agreed
                upon, from time to time, by the Company and the Trustee. Such expenses,
                compensation and fees shall be payable by the Company. If such expenses,
                compensation and fees are not so paid, they shall be paid out of
                the Trust
                Fund, and shall be a charge against such Trust Fund until paid. The
                Company shall be obligated to reimburse the Trust Fund for any such
                expenses, compensation and fees paid out of the Trust
                Fund.

            


    

     

    SECTION
      VII
      - OTHER TRUSTEE MATTERS

    


    
      	
              7.1

            	
              Resignation
                and Removal of Trustee.
                The Trustee
                may be removed upon 30 days written notice to the Trustee at any
                time by
                the Company. The Trustee may resign at any time, upon 30 days written
                notice to the Company. In the event of such resignation or removal,
                a new
                corporate Trustee shall be appointed by the Company which shall be
                independent and not subject to the control of either the Company
                or the
                Trust Beneficiaries. Notwithstanding the foregoing, an individual
                may be
                appointed, serve, resign, or be removed as a successor Trustee in
                the same
                manner as a corporate trustee, provided that in no event may an individual
                Trustee be a Participant, or a spouse thereof. Any Trustee hereunder
                that
                is removed, or any Trustee that resigns hereunder, is authorized,
                however,
                to reserve such sum of money, as to it may seem advisable, for the
                payment
                of any outstanding taxes or other liabilities of the Trust Fund and
                its
                reasonable fees and expenses in connection with the settlement of
                its
                accounts. Any balance of such reserve remaining after the payment
                of such
                taxes, liabilities, fees and expenses shall be paid over to the successor
                Trustee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              Exoneration
                and Indemnification of Trustee. 

            


    

    


    
      	 	
              (A)

            	
              The
                Trustee
                has no liability to any Trust Beneficiary or other party interested
                herein
                regarding the income tax consequences to any such person under the
                terms
                of the Plans, under the terms of this Trust Agreement as they affect
                the
                Plans, or otherwise occurring as a result of this Trust Agreement
                or any
                actions pertaining hereto. The company shall indemnify and hold harmless
                the Trustee, individually and as Trustee, from any costs, claims,
                losses,
                demands or liabilities (including reasonable attorney’s fees incurred in
                defending against such matters) incurred by or brought against the
                Trustee
                in respect of any such actual or asserted income tax liability of
                any such
                interested party.

            


    

    


    
      	 	
              (B)

            	
              The
                Company
                shall indemnify and hold harmless the Trustee, individually and as
                Trustee, against all costs, claims, losses, demands or liabilities
                (including reasonable attorney’s fees in defending against such claims),
                incurred by or brought against the Trustee in respect of the acts,
                omissions, transactions, duties, obligations or responsibilities
                which the
                Trustee performs or undertakes on the direction of the Investment
                Manager,
                the Company or any other fiduciary given the power to direct the
                Trustee.
                In addition, such indemnity should include all claims and liabilities
                arising from any breach of fiduciary responsibility by a fiduciary
                other
                than the Trustee, unless the Trustee knowingly participates in or
                knowingly undertakes to conceal, an act or omission of such other
                fiduciary. The performance by the Trustee of trades, custody, reporting,
                recording and bookkeeping with respect to assets managed by another
                fiduciary shall not be deemed to give rights to any participation
                or
                knowledge on the part of the Trustee. The undertakings of this section
                shall survive the amendment or termination of this agreement of the
                Company and Trustee under the laws of the State of
                Idaho.

            


    

     

    SECTION
      VIII - MISCELLANEOUS

    


    
      	
              8.1

            	
              Amendment.
                This Trust
                Agreement may not be amended except by a written instrument executed
                by
                the Trustee and the Company and consented to by a simple majority
                of the
                then Participants.

            


    

    


    
      	
              8.2

            	
              Duration.
                This Trust
                shall continue in effect and be irrevocable with respect to amounts
                contributed to it until all assets of the trust fund are exhausted
                through
                distribution of benefits to the Participants in accordance with the
                Plans,
                payment to general creditors in the event of insolvency, payment
                of fees
                and expenses of the Trustee, and return of remaining funds to the
                Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.3

            	
              Severability.  Any
                provision
                of this Trust Agreement prohibited by law shall be ineffective to
                the
                extent of any such prohibition without invalidating the remaining
                provisions hereof.

            


    

    


    
      	
              8.4.

            	
              Non
                Alienation.
                To the
                extent permitted by law, benefits payable to the Trust Beneficiaries
                under
                this Agreement may not be assigned, alienated, or subject to attachment,
                garnishment, levy execution or any other legal or equitable process
                and no
                benefit actually paid to the Trust Beneficiaries shall be subject
                to any
                claim for repayment by the Company or the Trustee. The Trust Beneficiaries
                may not assign or transfer any interest in the benefits due hereinafter
                and shall have no direct interest in any Trust
                asset.

            


    

    


    
      	
              8.5.

            	
              Governing
                Law.
                This Trust
                Agreement shall be construed and administered in accordance with
                the laws
                of the State of Idaho, except as preempted by
                ERISA.

            


    

    


    
      	
              8.6.

            	
              Taxes.
                The
                Company
                shall from time to time pay taxes of any and all kinds whatsoever
                which at
                any time are lawfully levied or assessed upon or become payable in
                respect
                of the Trust Fund, the income or any property forming a part thereof,
                or
                any security transaction pertaining thereto. To the extent that any
                taxes
                levied or assessed upon the trust Fund are not paid by the Company
                or are
                contested by the Company, the Trustee shall pay such taxes out of
                the
                trust Fund. If requested by the company, the Trustee shall, at the
                company’s expense, contest the validity of such taxes in any manner deemed
                appropriate by the Company or it counsel, but only if it has received
                an
                indemnity bond or other security satisfactory to it to pay an expenses
                of
                such contest.

            


    

    


    IN
      WITNESS WHEREOF,
      the foregoing Trust Agreement has been duly executed by the Company and the
      Trustee.

    


    


    
      	
              Building
                Materials Holding Corporation

            	 	
              U.
                S.
                Bank Institutional Trust and Custody, Idaho

            
	 	 	 
	
              Paul
                S.
                Street

              Sr.
                Vice
                President, Chief Administrative Officer, 

              General
                Counsel and Corporate Secretary

            	 	
              Jennifer
                Hogaboom

              Vice
                President & Relationship Manager

            
	 	 	 
	
              Date

            	 	
              Date

            
	 	 	 
	 	 	 
	
              Steven
                H.
                Pearson

              Sr.
                Vice
                President - Human Resources

            	 	 
	 	 	 
	 	 	 
	
              Date

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
 

    


    EXHIBIT
      A

    


    Executives’
      Supplemental Retirement Income Plan “NEW
      Plan”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    


    


    EXHIBIT
      B

    


    Executives’
      Supplemental Retirement Income Plan “OLD
      Plan”