Exhibit
      10.90

    
       

      AMENDED
        AND RESTATED

       

      EMPLOYMENT
        AGREEMENT

       

      This
        Employment
        Agreement (the “Agreement”)
        is made and
        entered into as of June 1, 2002 (the “Effective
        Date”),
        and amended
        February 23, 2004, June 16, 2005, June 28, 2006, and December 26, 2007, by
        and
        between Robert E. Mellor (“Executive”),
        and Building
        Materials Holding Corporation, a Delaware corporation (the “Company”).

       

      This
        Agreement is
        further amended and restated on February 19, 2008, in order to extend the
        term
        of the Agreement and to make certain other changes, all as set forth herein
        as
        follows: 

       

      WITNESSETH

       

      WHEREAS,
        Executive
        is currently employed by the Company as its Chairman and Chief Executive
        Officer; 

       

      WHEREAS,
        Executive
        participates in the Severance Plan for Certain Executive Officers, Senior
        Management and Key Employees of the Company and its Subsidiaries, as amended
        from time to time (the “Severance
        Plan”);
        and

       

      WHEREAS,
        the
        Company wishes to extend the duration of Executive's services and further
        clarify the terms and conditions of his employment by entering into this
        Agreement with Executive and Executive is willing to commit his services
        to the
        Company, on the terms and conditions set forth below.

       

      NOW,
        THEREFORE, in
        consideration of the premises and the mutual covenants herein contained,
        Executive and the Company hereto agree as follows:

       

      
        
          	
                	1.	
                  Term

                


        

      

       

      This
        Agreement
        commenced on the Effective Date, and shall continue in effect for a period
        ending December 31, 2010, or, if this Agreement is extended, such later date
        as
        mutually agreed upon (the “Employment
        Term”).


       

      
        	
              	2.	
                Employment

              


      

       

      2.1 Engagement.
        The Company
        hereby employs Executive and Executive hereby agrees to be employed by the
        Company, subject to the terms and conditions herein set forth. During the
        Employment Term, Executive shall be employed as Chairman and Chief Executive
        Officer of the Company, and shall be responsible for the duties normally
        and
        customarily attendant to such offices. Executive shall render such other
        services and duties of an executive nature consistent with the duties of
        a
        senior executive officer of the Company as may from time to time be designated
        by the Board of Directors (the “Board”).

       

      2.2 Exclusive
        Employment.
        During the
        Employment Term, Executive shall devote his full business time to his duties
        and
        responsibilities set forth in Section 2.1. Without limiting the generality
        of
        the foregoing, Executive shall not, without the prior written approval of
        the
        Board, during the Employment Term, render services of a business, professional
        or commercial nature to any other person, firm or corporation, whether for
        compensation or otherwise, except that Executive may engage in civic,
        philanthropic and community service activities so long as such activities
        do not
        materially interfere with Executive’s ability to comply with this Agreement and
        are not otherwise in conflict with the policies or interest of the Company,
        and
        Executive may serve on the board of directors of two companies without Company
        approval.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        	
              	3.	
                Compensation
                  and General Benefits

              


      

       

      3.1 Base
        Salary.
        During the term
        of this Agreement, the Company shall pay Executive a base salary in an
        annualized amount equal to eight hundred fifty thousand dollars ($850,000)
        (“Base
        Salary”)
        payable pro rata
        on the Company's regular payday, and subject to adjustment as hereinafter
        provided.

       

      3.2 Salary
        Reviews.
        Executive's Base
        Salary shall be reviewed annually by the Compensation Committee of the Board
        for
        the purpose of considering increases thereof. In conducting this review,
        the
        Compensation Committee of the Board shall consider appropriate factors,
        including, without limitation, Executive's performance, the Company's financial
        condition and compensation afforded to senior executives of comparable
        corporations. The Base Salary shall not be decreased without the written
        consent
        of Executive.

       

      3.3 Bonus.

       

      (a) During
        the
        Employment Term, in addition to the Base Salary provided by Section 3.1,
        Executive will participate in the Company's Annual CEO Incentive Plan (the
        “Annual
        Bonus
        Plan”),
        pursuant to
        which Executive shall be eligible to receive additional incentive compensation
        on an annual basis based upon meeting targeted objectives as determined annually
        by the Compensation Committee of the Board. The range of the annual base
        bonus
        shall be 0% to 200% of Base Salary with the base bonus set at 100% of Base
        Salary if Executive meets the targeted objectives. 

       

      (b) During
        the
        Employment Term, in addition to the Base Salary and Annual Bonus Plan, Executive
        shall participate in the Company's Long-Term Incentive Plan (the “LTIP”)
        pursuant to
        which Executive shall be eligible to receive additional incentive compensation
        under the LTIP of from 0% to 160% of Base Salary based upon meeting targeted
        objectives determined for each three-year period in the LTIP and in accordance
        with its terms, with such participation set at 80% of Base Salary if the
        targeted objectives under the LTIP are met. Payments of awards under the
        LTIP
        shall be made in accordance with the terms set forth in the LTIP as amended
        from
        time to time.

       

      3.4 Vacation.
        Executive shall
        be entitled to four weeks paid vacation in any fiscal year during the Employment
        Term in accordance with Company vacation and leave policies. Vacation time
        shall
        be planned and taken consistent with Executive's duties and obligations
        hereunder.

       

      3.5 Other
        Benefits.
        During the
        Employment Term, Executive (and his spouse and dependents) shall be entitled
        to
        participate in the Company's executive perquisite plan, supplemental retirement
        plan, liability insurance, life insurance, disability insurance, dental
        insurance, hospitalization insurance, medical, accident, and other employee
        benefit plans from time to time adopted by the Company. The Company shall
        have
        the right to change insurance carriers and benefit plans as may be appropriate
        in light of future market conditions and shall have the right to purchase
        individual policies covering Executive if necessary. 

       

      
        
           

        

        
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      3.6 Stock
        Incentive
        Plans.
        Executive shall
        also be eligible to receive additional incentive compensation in the form
        of
        stock option or restricted stock grants. Review for any such grant shall
        be
        concurrent with Executive's annual salary review and shall be in the sole
        discretion of the Compensation Committee of the Board. For the avoidance
        of any
        doubt, the vesting of any stock option or restricted stock grant shall be
        governed by the award agreement pursuant to which such stock option or
        restricted stock grant was granted.

       

      3.7 Reimbursement
        of
        Expenses.
        Upon submission
        of appropriate documentation in accordance with Company policy, the Company
        will
        promptly reimburse Executive for all reasonable business expenses incurred
        by
        Executive in pursuing the business of the Company, including, without
        limitation, expenditures for entertainment and travel.

       

      
        	
              	4.	
                Confidential
                  Information

              


      

       

      During
        the term of
        this Agreement and forever thereafter, Executive agrees to keep confidential
        all
        information provided by the Company, excepting any such information as is
        already known to the public, and including any such information and material
        relating to any customer, vendor, licensor, licensee, or other party transacting
        business with the Company, and not to release, use, or disclose the same,
        except
        with the prior written permission of the Company (collectively, “Confidential
        Information”).
        Executive
        further covenants and agrees that every document, computer disk, computer
        software program, notation, record, diary, memorandum, development,
        investigation, or the like, and any method or manner of doing business, of
        the
        Company (or containing any Confidential Information) made or acquired by
        Executive during his employment, is and shall be the sole and exclusive property
        of the Company.

       

      
        	
              	5.	
                Covenants
                  of Executive.
                  

              


      

       

      5.1 Non-Compete.
        Executive agrees
        that, during the Employment Term he will not, directly or indirectly, engage
        in
        any business or activity competitive with the business activities of the
        Company. The foregoing shall not apply to passive investments by Executive
        of up
        to 5% of the outstanding stock of any publicly traded company or to service
        by
        Executive on boards of directors of companies as permitted under this Agreement,
        regardless of whether such company competes with the Company.

       

      5.2 Solicitation
        of
        Employees.
        During the
        Employment Term and for a period of one year following a termination of
        employment for any reason, he shall not, directly or indirectly, individually,
        or together through any other person, firm, corporation or entity, solicit,
        recruit or encourage any employee of the Company to leave his or her employment
        with the Company
        and/or
        accept a position with another company, provided, however, that general
        solicitations not targeted to Company employees shall not be deemed to violate
        this Section 5.2.

       

      
        
           

        

        
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      5.3 Solicitation
        of
        Customers and Suppliers.
        Executive agrees
        that, during the Employment Term and for a period of one year following a
        termination of employment for any reason, he shall not, directly or indirectly,
        individually, or together through any other person, firm, corporation or
        entity,
        use Confidential Information to (i) solicit the business of any material
        customers of or suppliers to the Company, or (ii) discourage any person or
        entity which is a customer of the Company from continuing its existing business
        or contractual relationship with the Company. 

       

      5.4 Compliance
        with
        Company Policies.
        Executive agrees
        that, during the Employment Term, he shall comply with the Company's employee
        manual and other policies and procedures reasonably established by the Company
        from time to time concerning matters such as management, supervision,
        recruiting, diversity, and sexual harassment.

       

      5.5 Cooperation.
        For a period of
        one year following his termination of employment under this Agreement, Executive
        shall, upon Company’s reasonable request and in good faith and with his best
        efforts, subject to his reasonable availability, cooperate and assist Company
        in
        any dispute, controversy, or litigation in which Company may be involved
        and
        with respect to which Executive obtained knowledge while employed by the
        Company
        or any of its affiliates, successors, or assigns, including, but not limited
        to,
        his participation in any court or arbitration proceedings, giving of testimony,
        signing of affidavits, or such other personal cooperation as counsel for
        the
        Company shall request. Any such activities shall be scheduled, to the extent
        reasonably possible, to accommodate Executive’s business and personal
        obligations at the time. The Company shall pay Executive’s reasonable travel and
        incidental out-of-pocket expenses incurred in connection with any such
        cooperation, as well as the reasonable costs of an attorney Executive engages
        to
        advise him in connection with the foregoing.

       

      5.6 Return
        of
        Business Records and Equipment.
        Upon termination
        of Executive's employment hereunder, Executive shall promptly return to the
        Company: (i) all documents, records, procedures, books, notebooks, and any
        other
        documentation in any form whatsoever, including but not limited to written,
        audio, video or electronic, containing any information pertaining to the
        Company
        which includes confidential information, including any and all copies of
        such
        documentation then in Executive's possession or control regardless of whether
        such documentation was prepared or compiled by Executive, Company, other
        employees of the Company, representatives, agents, or independent contractors,
        and (ii) all equipment or tangible personal property entrusted to Executive
        by
        the Company. Executive acknowledges that all such documentation, copies of
        such
        documentation, equipment, and tangible personal property are and shall at
        all
        times remain the sole and exclusive property of the Company.

       

      
        	
              	6.	
                Covenants
                  of the Company

              


      

       

      6.1 Indemnification.
        In the event
        Executive is made, or threatened to be made, a party to any legal action
        or
        proceeding, by reason of the fact that Executive is or was an employee, director
        or officer of the Company or serves or served any other entity in any capacity
        at the Company's request, Executive shall be indemnified by the Company,
        and the
        Company shall pay Executive's related expenses when and as incurred, including
        but not limited to attorney fees, all to the fullest extent permitted by
        law.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      6.2 Change
        in
        Control.
        During the
        Employment Term, the Company shall continue in full force and effect with
        respect to Executive, the Severance Plan (or an applicable successor plan),
        as
        amended from time to time in accordance with the terms thereof. The Severance
        Plan shall control the compensation and benefits to be received by Executive
        in
        the event of a Change in Control (as defined in the Severance Plan). For
        the
        avoidance of any doubt, the vesting of any stock option or restricted stock
        grant shall be governed by the award agreement pursuant to which such stock
        option or restricted stock grant was granted.

       

      6.3 Supplemental
        Retirement Program.
        The Company shall
        establish for Executive and make contributions to fund an additional defined
        contribution supplemental retirement program (the “SRIP”),
        designed to
        provide Executive with a retirement annuity, at age 65, in an amount, taken
        together with other pension, retirement and social security benefits to which
        Executive may be entitled at age 65, equal to the greater of: (i) 35% of
        his
        average compensation from Base Salary and Annual Bonus for the three years
        prior
        to Executive reaching age 65, or (ii) 40% of his average compensation from
        Base Salary and Annual Bonus for the three years prior to December 31, 2010
        (which average shall in no event be less than his average compensation from
        Base
        Salary and Annual Bonus for the three years prior to Executive reaching age
        65).
        The SRIP shall be based on the assumptions set forth on Schedule 1 to this
        Agreement. The annual contribution shall be calculated each year, and Executive
        acknowledges that the amount of the contribution will likely be different
        from
        the amounts shown in Schedule 1. Executive further acknowledges that the
        contribution will vary based on the performance of the Company and whether
        Executive meets or exceeds targeted bonus levels under the Annual Bonus Plan.
        LTIP participation shall not be included in calculating average compensation
        above.

       

      
        	
              	7.	
                Compensation
                  and Benefits Upon
                  Termination.

              


      

       

      7.1 Termination
        Upon
        Death.
        If Executive dies
        prior to the expiration of the Employment Term, the Company shall pay to
        Executive's estate, or other designated beneficiary(s) as shown in the records
        of the Company, any earned but unpaid Base Salary, a pro-rata amount of the
        annual bonus that Executive would be eligible to receive under the Company's
        Annual Bonus Plan for the year in which Executive's death occurs, LTIP benefits
        in accordance with the terms of the LTIP, accrued benefits under the SRIP
        and
        any other benefits that Executive is entitled to receive as of the Date of
        Termination under applicable benefit plans of the Company,
        less standard withholdings for tax and social security purposes. Except as
        required by law, after the Date of Termination, the Company shall have no
        obligation to make any other payment, including severance or other compensation,
        of any kind to Executive’s estate upon a termination of employment by death.


       

      7.2 Termination
        Upon
        Disability.
        The Company may
        terminate Executive's employment in the event Executive suffers a Disability.
        In
        the event that Executive's employment is terminated pursuant to this
        Section 7.2, Executive shall receive payment for any earned and unpaid Base
        Salary, a pro-rata amount of the annual bonus that Executive would be
eligible
        to receive
        under the Company's Annual Bonus Plan for the year in which such termination
        occurs, LTIP benefits in accordance with the terms of the LTIP, accrued benefits
        under the SRIP, and any other benefits that Executive is then entitled to
        receive under applicable benefit plans of the Company, less standard
        withholdings for tax and social security purposes.
        Except
        as required by law,
        after
        the Date of Termination, no other compensation of any kind or severance or
        other
        payment of any kind or payment in lieu of notice shall be payable by the
        Company
        to Executive upon a termination of employment for Disability. 

       

      
        
           

        

        
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      7.3 Voluntary
        Termination.
        Executive
        may
        voluntarily terminate his employment with the Company at any time upon 90
        days'
        prior written notice. The Company may accelerate the termination of Executive's
        employment and the right to any further compensation to a date prior to the
        90th
        day upon written notice thereof being delivered to Executive by the Company.
        In
        the event that Executive's employment is terminated under this Section 7.3,
        Executive shall receive payment for any earned and unpaid Base Salary, and
        benefits the Executive is entitled to receive under the employee benefit
        plans
        of the Company, but excluding bonuses otherwise payable under the Company's
        Annual Bonus Plan, less standard withholdings for tax and social security
        purposes, through the Date of Termination. Except
        as required
        by law,
        after
        the Date of Termination the Company shall have no further obligation to pay
        any
        compensation of any kind or severance payment of any kind nor to make any
        further payment in lieu of notice to Executive. 

       

      7.4 Termination
        for
        Cause.
        The Board may
        terminate Executive's employment with the Company at any time for Cause.
        In the
        event that Executive's employment is terminated under this Section 7.4,
        Executive shall receive payment for all earned but unpaid Base Salary, and
        benefits the Executive is then entitled to receive under the employee benefit
        plans of the Company, but excluding bonuses otherwise payable under the
        Company's Annual Bonus Plan, less standard withholdings for tax and social
        security purposes, through the Date of Termination. Except
        as required
        by law,
        after
        the Date of Termination the Company shall have no further obligation to pay
        any
        severance or compensation of any kind nor to make any payment in lieu of
        notice
        to Executive. Except as required by law, all benefits provided by the Company
        to
        Executive under this Agreement or otherwise shall cease as of the Date of
        Termination. 

       

      7.5 Termination
        Without Cause.
        The Company may,
        at any time and without prior written notice, terminate Executive without
        Cause.
        In the event that Executive's employment with the Company is terminated without
        Cause, Executive shall receive payment for all earned but unpaid Base Salary,
        and benefits the Executive is then entitled to receive under benefit plans
        of
        the Company, if any, less standard withholdings for tax and social security
        purposes, through the Date of Termination. In addition, provided that Executive
        executes a release of claims against the Company (in a form reasonably
        satisfactory to the Company) and such release becomes effective, Executive
        shall
        receive (i) within 75 days payment in a lump sum of an amount equal to the
        then current Base Salary through December 31, 2010; (ii) payment of the
        amount of the Annual Bonus that Executive would be eligible to receive under
        the
        Company's Bonus Plan for the year in which the termination occurs; (iii)
        payment
        of amounts accrued under the LTIP in accordance with the terms of the LTIP;
        (iv)
        assuming Executive is eligible and elects COBRA, payment on Executive's behalf
        of monthly continuation premiums for health insurance under Federal or State
        COBRA for a period of 18 months following the Date of Termination; (v)
        acceleration of the vesting of a portion of any unvested stock options in
        the
        amount that would
        have become
        vested on or before December 31, 2010; (vi) payment to Executive’s account under
        the SRIP of the annual contribution to the SRIP for the calendar year in
        which
        the termination occurs; and (vii) payment of an additional contribution to
        the SRIP in an amount necessary to ensure that the anticipated target benefit
        provided to Executive under the SRIP (i.e.
        the greater of
        35% of his average compensation from Base Salary and Annual Bonus for the
        three
        years prior to Executive reaching age 65 or 40% of his average compensation
        from
        Base Salary and Annual Bonus for the last three years prior to December 31,
        2010
        (which average compensation shall in no event be less than his average
        compensation from Base Salary and Annual Bonus for the three years prior
        to
        Executive reaching age 65)) is fully funded as of the date of such termination.
        No other compensation of any kind or severance or other payment of any kind
        shall be payable by the Company to Executive after such Date of Termination.
        Except as specifically provided in this Section 7.5 and except as required
        by
        law, all benefits provided by the Company to Executive under this Agreement
        or
        otherwise shall cease as of the Date of Termination.

       

      
        
           

        

        
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      7.6 Termination
        for
        Good Reason.
        Notwithstanding
        anything in this Section 7 to the contrary, Executive may voluntarily terminate
        his employment with the Company and receive the benefits detailed in Section
        7.5
        (as if there had been a termination by the Company without Cause) upon or
        within
        180 days following the occurrence of an event constituting Good Reason, subject
        to, as applicable, Executive’s execution of the effective release of claims
        described in Section 7.5.

       

      7.7 Termination
        Following a Change in Control.
        If the employment
        of Executive is terminated within the period commencing 3 months prior to
        a
        Change in Control and ending 3 years following a Change in Control, the
        provisions of this Section 7 shall not apply and all payments shall be made
        in
        accordance with the provisions of the Severance Plan, except that in the
        event
        such termination occurs as a result of a termination of employment by the
        Company without Cause or by Executive for Good Reason, provided that Executive
        executes a release of claims against the Company (in a form reasonably
        satisfactory to the Company) and such release becomes effective, Executive
        shall
        also be entitled to (i) payment of the annual contribution to the SRIP for
        the calendar year in which the termination occurs and (ii) payment of an
        additional contribution to the SRIP in an amount necessary to ensure that
        the
        anticipated target benefit provided to Executive under the SRIP (i.e.
        the greater of
        35% of his average compensation from Base Salary and Annual Bonus for the
        three
        years prior to Executive reaching age 65 or 40% of his average compensation
        from
        Base Salary and Annual Bonus for the last three years prior to December 31,
        2010
        (which average compensation shall in no event be less than his average
        compensation from Base Salary and Annual Bonus for the three years prior
        to
        Executive reaching age 65)) is fully funded as of the date of such termination.
        For the avoidance of any doubt, the vesting of any stock option or restricted
        stock grant shall be governed by the award agreement pursuant to which such
        stock option or restricted stock grant was granted.

       

      7.8 Certain
        Definitions.
        For purposes of
        this Agreement, the following term shall have the meanings set forth
        below.

       

      (a) “Cause”
shall
        mean that
        Executive shall: (i) commit an act of fraud, embezzlement or misappropriation
        involving the Company; (ii) be convicted by a court of competent
        jurisdiction of, or enter a plea of guilty of no contest to, any felony
        involving moral turpitude or dishonesty; (iii) commit an act, or fail to
        commit
        an act, involving the Company which amounts to, or with the passage of time
        would amount to, willful misconduct, gross negligence or a breach of this
        Agreement and which results or will result in material harm to the Company,
        if
        such act is not corrected within 30 days following receipt written notice
        thereof from the Company; or (iv) willfully fail to perform the responsibilities
        and duties specified herein for a period of 30 days following receipt of
        written
        notice from the Company which specifically describes past instances of willful
        failure of performance; provided that in the case of (iv) above, during the
        30-day period following receipt of such notice, Executive shall be given
        the
        opportunity to take reasonable steps to cure any such claimed past failure
        of
        performance; provided, however, that Executive shall not be deemed to have
        been
        terminated for Cause unless and until there shall have been delivered to
        Executive a copy of a resolution duly adopted by the affirmative vote of
        not
        less than three-quarters of the entire membership of the Board at a meeting
        of
        the Board called and held for the purpose (after reasonable notice to Executive
        and an opportunity for Executive, together with Executive 's counsel, to
        be
        heard before the Board), finding that in the good faith opinion of the Board
        Executive was guilty of the conduct set forth above and specifying the
        particulars thereof in detail. Notwithstanding the foregoing, Executive shall
        have the right to contest his termination for Cause (for purposes of this
        Agreement) by arbitration in accordance with the provisions of this
        Agreement.

       

      
        
           

        

        
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      (b) “Date
        of
        Termination”
shall
        mean
        (i) if Executive is terminated by the Company for Disability, thirty (30)
        days after written notice of such termination is given to Executive (provided
        that Executive shall not have returned to the performance of his duties on
        a
        full-time basis during such 30-day period); (ii) if Executive's employment
        is terminated by the Company for any other reason, the date on which a written
        notice of termination is given, provided that, in the case of a termination
        for
        Cause, Executive shall not have cured the matter or matters stated in the
        notice
        of termination within the 30-day notice period provided in Section 7.8(a)
        above;
        (iii) if Executive terminates employment for Good Reason, the date of
        Executive's resignation, provided that the notice and cure provisions in
        Section
        7.8(d) have been complied with; (iv) if Executive terminates employment for
        other than Good Reason, the date specified in Executive's notice in compliance
        with Section 7.3; or (v) in the event of Executive's death, the date of
        death.

       

      (c) “Disability”
shall
        mean a
        physical or mental disability that renders Executive unable, as determined
        in
        good faith by a licensed physician, to perform the essential functions of
        his
        position, even with reasonable accommodation, for 180 days within any 12-month
        period. The Company and Executive or his legal representative shall use their
        best efforts to agree on the physician to determine disability. If they cannot
        agree within ten (10) days after the first party makes a written proposal
        stating the name of a physician, then the other party shall select a physician
        within 10 days and within 10 days thereafter the two physicians shall select
        a
        third physician. All such physicians must be board certified in the medical
        area
        giving rise to the alleged disability. The determination of the third physician
        shall be final and binding. If one party fails to select a physician within
        the
        10-day period, the physician named by the other party shall make the
        determination of disability.


      
        
           

        

        
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      (d) “Good
        Reason”
shall
        mean
        Executive's resignation from employment within 180 days after the occurrence
        of
        one of the following events enumerated in this Section 7.8(d) without
        Executive’s express written consent, provided, however, that Executive must
        provide written notice to the Company within ninety (90) days after the
        occurrence of the event allegedly constituting Good Reason, and the Company
        shall have thirty (30) days after such notice is given to cure: 

       

      (i)
        a change of
        Executive's title as Chairman and Chief Executive Officer or a material
        reduction in Executive's responsibilities or the assignment to Executive
        by the
        Company of duties inconsistent with his position as Chairman and Chief Executive
        Officer; 

       

      (ii)
        a material
        reduction in his Base Salary or target bonus opportunity under the Annual
        Bonus
        Plan or a material reduction in the benefits provided under other employee
        benefit plans described in this Agreement;

       

      (iii)
        a relocation
        to any place more than twenty-five (25) miles from the office regularly occupied
        by Executive, except for reasonably required travel by Executive on the
        Company's business; 

       

      (iv)
        any material
        breach by the Company of any provision of this Agreement or any other material
        agreement between the Company or any subsidiary and Executive; or 

       

      (v)
        the failure by
        the Company or by any successor or assign of the Company (whether by operation
        of law or otherwise, including any surviving company in a merger or similar
        transaction involving the Company), within ten business days following a
        Change
        in Control, to deliver to Executive an agreement expressly reaffirming its
        obligations under or agreeing to assume and comply with the obligations of
        the
        Company under this Agreement.

       

      7.9 Code
        Section
        409A.
        Notwithstanding
        anything herein to the contrary, to the extent that the Board determines,
        in its
        sole discretion, (a) at the time of Executive’s termination of employment
        with the Company, he is a “specified employee” as defined in Section 409A of the
        Internal Revenue Code of 1986, as amended (the “Code”)
        and
        (b) that any payment or benefit to be provided under Section 7 to or for
        the benefit of Executive would be subject to the additional tax imposed under
        Section 409A(a)(1)(B) of the Code or a successor or comparable provision
        if paid
        at the time such payments and benefits are otherwise required under this
        Agreement, the commencement of such payments and/or benefits shall be delayed
        until the earlier of (i) the date that is six months following the Date of
        Termination or (ii) the date of Executive's death; provided, however, that
        an amount equal to the lesser of two times (x) annual compensation or (y)
        the
        limit under Code Section 401(a)(17) shall not be subject to the delay described
        in the previous clause and instead shall be paid out as otherwise
        scheduled.

      


      8.        
        Warranties
        and Representations.
        Executive hereby
        represents and warrants to the Company that he is not now under any obligation
        of a contractual or quasi-contractual nature known to him that is inconsistent
        or in conflict with this Agreement or that would prevent, limit or impair
        the
        performance by Executive of his obligations hereunder; and has been or has
        had
        the opportunity to be represented by legal counsel in the preparation,
        negotiation, execution and delivery of this Agreement and understands fully
        the
        terms and provisions hereof.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
              	9.	
                Notices

              


      

       

      All
        notices
        required or permitted to be given by either party hereunder shall be in writing
        and shall be deemed sufficiently given if mailed by registered or certified
        mail, or personally delivered to the party entitled thereto at the address
        stated below, or to such changed address as the addressee may have given
        by a
        similar notice:

       

      
        	
                To
                  the
                  Company:

              	
                Building
                  Materials Holding Corporation

                Four
                  Embarcadero Center, Suite 3200

                San
                  Francisco, California 94111

                Attn:
                  Chairman of the Compensation Committee 

                Fax:
                  (415)
                  627-9119

              
	 	 
	
                With
                  a Copy
                  to:

              	
                Building
                  Materials Holding Corporation

                720
                  Park
                  Blvd., Suite 200

                P.O.
                  Box
                  7006

                Boise,
                  Idaho,
                  83707

                Fax:
                  (208)
                  331-4477

                Attention:
                  Paul Street, Esq.

              
	 	 
	
                To
                  Executive:

              	
                Robert
                  E.
                  Mellor

                Building
                  Materials Holding Corporation

                Four
                  Embarcadero Center, Suite 3200

                San
                  Francisco, California 94111

                Telecopier:
                  (415) 627-9119

              


      

       

      
        	
              	10.	
                General
                  Provisions

              


      

       

      10.1 Waiver.
        No waiver by any
        party hereto of any failure of any other party to keep or perform any covenant
        or condition of this Agreement shall be deemed to be a waiver of any preceding
        or succeeding breach of the same, or any other covenant or
        condition.

       

      10.2 Amendments.
        No provision of
        this Agreement may be amended, modified or waived unless such amendment,
        modification or waiver shall be agreed to in writing and signed by Executive
        and
        a duly authorized officer of the Company.

       

      10.3 Severability.
        The provisions of
        this Agreement are severable and in the event that a court of competent
        jurisdiction determines that any provision of this Agreement is in violation
        of any
        law or public policy, in whole or in part, only the portions of this Agreement
        that violate such law or public policy shall be stricken. All portions of
        this
        Agreement that do not violate any statute or public policy shall not be affected
        thereby and shall continue in full force and effect. Further, any court order
        striking any portion of this Agreement shall modify the stricken terms as
        narrowly as possible to give as much effect as possible to the intentions
        of the
        parties under this Agreement.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      10.4 Assignment.
        No right to or
        interest in any payments shall be assignable by either party; provided; however,
        that this provision shall not preclude Executive from designating one or
        more
        beneficiaries to receive any amount that may be payable after his death and
        shall not preclude his executor or administrator from assigning any right
        hereunder to the person or persons entitled hereto. Further, the Company
        may
        assign this Agreement: (a) to an affiliate so long as such affiliate assumes
        the
        Company's obligations hereunder, or (b) in connection with a merger or
        consolidation involving the Company or a sale of substantially all its assets
        or
        shares to the surviving corporation or purchaser as the case may be so long
        as
        such assignee assumes the Company's obligations hereunder.

       

      10.5 Successors
        and
        Assigns.
        This Agreement
        and the obligations of the Company and Executive hereunder shall be binding
        upon
        and shall be assumed by their respective successors including, without
        limitation, any corporation or corporations acquiring the Company, whether
        by
        merger, consolidation, sale or otherwise.

       

      10.6 Governing
        Law.
        The validity,
        interpretation, performance, and enforcement of this Agreement shall be governed
        by the laws of the State of California without regard to the principles of
        conflict of laws thereof.

       

      10.7 Attorney's
        Fees
        and Costs.
        If any action at
        law or in equity is necessary to enforce or interpret the terms of this
        Agreement, the prevailing party shall be entitled to reasonable attorneys'
        fees,
        costs, and necessary disbursements in addition to any other relief to which
        that
        party may be entitled. This provision shall be construed as applicable to
        the
        entire contract.

       

      10.8 No
        Representation.
        No officer,
        employee or representative of the Company has any authority to make any
        representation or promise in connection with this Agreement or the subject
        matter hereto which is not contained herein, and Executive agrees that he
        has
        not executed this Agreement in reliance upon any such representation or
        promise.

       

      10.9 Interpretation
        of Agreement.
        Each of the
        parties has been represented by counsel in the negotiation and preparation
        of
        this Agreement. The parties agree that this Agreement is to be construed
        as
        jointly drafted. Accordingly, this Agreement will be construed according
        to the
        fair meaning of its language, and the rule of construction that ambiguities
        are
        to be resolved against the drafting party will not be employed in the
        interpretation of this Agreement.

       

      10.10 Headings.
        The headings of
        sections and subsections are included solely for convenience of reference
        and
        shall not control the meaning or interpretation of any of the provisions
        of this
        Agreement.

       

      10.11 Entire
        Agreement.
        This document
        constitutes the entire understanding and Agreement of the parties with respect
        to the subject matter of this Agreement, and any and all prior agreements,
        understandings and representations are hereby terminated and cancelled in
        their
        entirety and are of no further force or effect.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      10.12 Counterparts.
        This Agreement
        may be executed in two or more counterparts with the same effect as if the
        signatures to all such counterparts was upon the same instrument, and all
        such
        counterparts shall constitute but one instrument.

       

      10.13 No
        Mitigation of
        Damages.
        Executive shall
        not be required to mitigate damages or the amount of any payment provided
        for
        under this Agreement by seeking other employment or otherwise, nor shall
        the
        amount of any payment provided for under this Agreement be reduced by any
        compensation earned by Executive as a result of employment by another employer
        or by retirement benefits after the Date of Termination, except as specifically
        provided hereunder. The provisions of this Agreement, and any payment provided
        for hereunder, shall not reduce any amounts otherwise payable, or in any
        way
        diminish the Executive's then existing rights, or rights which would accrue
        solely as a result of the passage of time, under any Company benefit plan
        or
        other contract, plan or arrangement.

       

      10.14 Dispute
        Resolution and Binding Arbitration.
        Executive and the
        Company agree that in the event a dispute arises concerning or relating to
        Executive's employment with the Company, or any termination therefrom, such
        dispute shall be submitted to binding arbitration in accordance with the
        employment arbitration rules of Judicial Arbitration and Mediation Services
        (“JAMS”)
        by a single
        impartial arbitrator experienced in employment law selected as follows: if
        the
        Company and Executive are unable to agree upon an impartial arbitrator within
        ten (10) days of a request for arbitration, the parties shall request a panel
        of
        employment arbitrators from JAMS and alternatively strike names until a single
        arbitrator remains. The arbitration shall take place in San Francisco,
        California, and both Executive and the Company agree to submit to the
        jurisdiction of the arbitrator selected in accordance with JAMS' rules and
        procedures. Executive and the Company further agree that arbitration as provided
        for in this section will be the exclusive and
        binding remedy for any such dispute and will be used instead of any court
        action, which is hereby expressly waived, except for any request by either
        party
        hereto for temporary or preliminary injunctive relief pending arbitration
        in
        accordance with applicable law, or an administrative claim with an
        administrative agency. The parties further agree
        that the award of
        the arbitrator shall be final and binding on both parties. The arbitrator
        shall
        have discretion to award monetary and other damages, or no damages, and to
        fashion such other relief as the arbitrator deems appropriate. The Company
        will
        be responsible for paying any filing fees and costs of the arbitration
        proceeding itself (for example, arbitrators' fees, conference room,
        transcripts), but each party shall be responsible for its own attorneys'
        fees.
        THE COMPANY AND EXECUTIVE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE,
        THEY ARE WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT
        OF
        LAW, EITHER STATE OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND
        DAMAGES, IF ANY, DETERMINED BY A JURY.

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        set forth below.

      

        
          	                    
                  	
                   

                	
                  BUILDING
                    MATERIALS HOLDING CORPORATION

                
	
                  Robert
                    E.
                    Mellor

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                  By:
                    

                	
                              
                    

                
	
                   

                	
                   

                	
                   

                	
                  Title:

                	
                              
                    

                
	
                  Date:

                	
                               
                    

                	
                   

                	
                  Date:

                	
                                    
                    

                


        

      

       

    

    
      
         

      

      
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