Exhibit
      10.50

     

    Building
      Materials Holding Corporation

     

    2005
      Deferred Compensation Plan

     

    for
      Directors

     

    (Amended
      and Restated 2007, Effective as of January 1, 2005)

     

    

      TAX
        ADVICE DISCLAIMER: Any statements regarding tax matters made herein, including
        any attachments, cannot be relied upon by any person to avoid tax penalties
        and
        are not intended to be used or referred to in any marketing or promotional
        materials. To the extent this communication contains a tax statement or tax
        advice, Holme Roberts & Owen LLP does not and will not impose any limitation
        on disclosure of the tax treatment or tax structure of any transactions to
        which
        such tax statement or tax advice relates.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    

      
        	
                    

              	 	
                Page

              
	
                ARTICLE 1.
                  DEFINITIONS

              	
                1

              
	
                1.1

              	
                Account

              	
                1

              
	
                1.2

              	
                Beneficiary

              	
                1

              
	
                1.3

              	
                Board
                  of Directors

              	
                1

              
	
                1.4

              	
                Cash
                  Account

              	
                1

              
	
                1.5

              	
                Change
                  in Control

              	
                1

              
	
                1.6

              	
                Code

              	
                2

              
	
                1.7

              	
                Committee

              	
                2

              
	
                1.8

              	
                Company

              	
                2

              
	
                1.9

              	
                Company
                  Contributions

              	
                2

              
	
                1.10

              	
                Compensation

              	
                2

              
	
                1.11

              	
                Deferral

              	
                2

              
	
                1.12

              	
                Disability

              	
                2

              
	
                1.13

              	
                Effective
                  Date

              	
                3

              
	
                1.14

              	
                ERISA

              	
                3

              
	
                1.15

              	
                Fees

              	
                3

              
	
                1.16

              	
                Hardship

              	
                3

              
	
                1.17

              	
                Liquidation

              	
                3

              
	
                1.18

              	
                Participant

              	
                3

              
	
                1.19

              	
                Plan

              	
                3

              
	
                1.20

              	
                Plan
                  Year

              	
                4

              
	
                1.21

              	
                Regulations

              	
                4

              
	
                1.22

              	
                Separation
                  from Service

              	
                4

              
	
                1.23

              	
                Service

              	
                4

              
	
                1.24

              	
                Stock

              	
                4

              
	
                1.25

              	
                Trust
                  or Trust Agreement

              	
                4

              
	
                1.26

              	
                Trust
                  Fund

              	
                4

              
	
                1.27

              	
                Trustee

              	
                4

              
	 	 
	
                ARTICLE 2.
                  ELIGIBILITY

              	
                4

              
	
                2.1

              	
                Eligibility
                  Requirements

              	
                4

              
	
                2.2

              	
                Lapse
                  of Eligibility

              	
                5

              
	 	 
	
                ARTICLE 3.
                  DEFERRED COMPENSATION

              	
                5

              
	
                3.1

              	
                Deferral
                  Elections

              	
                5

              
	
                3.2

              	
                Vesting

              	
                6

              
	 	 
	
                ARTICLE 4.
                  PAYMENT OF DEFERRED COMPENSATION

              	
                6

              
	
                4.1

              	
                Election
                  of Timing of Payment

              	
                6

              
	
                4.2

              	
                Election
                  of Method of Payment

              	
                8

              
	
                4.3

              	
                Subsequent
                  Elections

              	
                9

              
	
                4.4

              	
                Payment
                  upon Hardship

              	
                9

              
	
                4.5

              	
                Payment
                  Following a Change in Control

              	
                9

              


      

       

      
        Deferred
          Compensation Plan for Directors 

      

       

    

    
    

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        	
                4.6

              	
                Payment
                  upon Death

              	
                10

              
	
                4.7

              	
                Designation
                  of Beneficiary

              	
                10

              
	
                4.8

              	
                Administration
                  of Payments

              	
                10

              
	
                4.9

              	
                Permitted
                  Acceleration of Payments

              	
                10

              
	
                4.10

              	
                Permitted
                  Delay of Payments

              	
                11

              
	 	 
	
                ARTICLE 5.
                  TRUST AND INVESTMENT

              	
                12

              
	
                5.1

              	
                Accounts

              	
                12

              
	
                5.2

              	
                Participants’
                  Rights Unsecured

              	
                12

              
	
                5.3

              	
                Trust
                  Agreement

              	
                12

              
	
                5.4

              	
                Crediting
                  and Debiting of Account

              	
                12

              
	
                5.5

              	
                Voting
                  of Stock Held in Stock Accounts

              	
                13

              
	 	 
	
                ARTICLE 6.
                  AMENDMENT AND TERMINATION

              	
                14

              
	
                6.1

              	
                Amendment

              	
                14

              
	
                6.2

              	
                Termination

              	
                14

              
	 	 
	
                ARTICLE 7.
                  ADMINISTRATION

              	
                14

              
	
                7.1

              	
                Administration

              	
                14

              
	
                7.2

              	
                Applying
                  for Benefits

              	
                14

              
	
                7.3

              	
                Liability
                  of Committee; Indemnification

              	
                16

              
	
                7.4

              	
                Expenses

              	
                16

              
	 	 
	
                ARTICLE 8.
                  GENERAL AND MISCELLANEOUS

              	
                16

              
	
                8.1

              	
                Rights
                  Against the Company

              	
                16

              
	
                8.2

              	
                Assignment
                  or Transfer

              	
                17

              
	
                8.3

              	
                Severability

              	
                17

              
	
                8.4

              	
                Construction

              	
                17

              
	
                8.5

              	
                Governing
                  Law

              	
                17

              
	
                8.6

              	
                Payment
                  Due to Incompetence

              	
                17

              
	
                8.7

              	
                Taxes

              	
                17

              
	
                8.8

              	
                Insurance

              	
                17

              
	
                8.9

              	
                Attorney’s
                  Fees

              	
                18

              
	
                8.10

              	
                Plan
                  Binding on Successors and Assignees

              	
                18

              


      

    

     

    Attachment 
Acknowledgment

     

    
      Deferred
        Compensation Plan for Directors

       

    

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    BUILDING
      MATERIALS HOLDING CORPORATION

    2005
      DEFERRED COMPENSATION PLAN

    FOR
      DIRECTORS

     

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

     

    RECITALS

     

    WHEREAS,
      the Participants identified by the Compensation Committee of the Board of
      Directors of the Company, or any other committee designated by the Board of
      Directors of the Company to administer 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 continue to maintain an unfunded deferred compensation
      plan and the Participants desire the Company to pay certain deferred
      compensation and/or related benefits to or for the benefit of the Participants,
      or a designated Beneficiary, or both;

     

    WHEREAS,
      the Company established this deferred compensation plan with respect to
      compensation earned on or after January 1, 2005 to comply with Code Section
      409A;

     

    NOW,
      THEREFORE, the Company hereby amends and restates the Plan for the purpose
      of
      complying with the final regulations promulgated under Code Section 409A, which
      become effective January 1, 2008.

     

    ARTICLE 1.
      DEFINITIONS

     

    
      	
              1.1

            	
              Account
                means, collectively, the separate subaccount(s) established under
                the Plan
                and the Trust for each Participant. The term “Account” shall include the
                Cash Account and the Stock Account, except where the context indicates
                otherwise. The Company shall furnish each Participant with a statement
                of
                his or her Account balances at least
                annually.

            


    

     

    
      	
              1.2

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

            


    

     

    
      	
              1.3

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

            


    

     

    
      	
              1.4

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

            


    

     

    
      	
              1.5

            	
              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
                ownership,” “change in effective control,” “change in the ownership of a
                substantial portion of a corporation’s assets” or similar event described
                in Code Section 409A or the
                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 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 the Company is not
                the
                surviving parent entity; or

            


    

     

    
      	 	
              (c)

            	
              a
                change in the composition of the Board of Directors during any 12-month
                period, as a result of which fewer than a majority of the directors
                are
                Incumbent Directors. “Incumbent Directors” means directors who are
                elected, or nominated for election, to the Board of Directors 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).

            


    

     

    
      	
              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, or any
                other
                committee designated by the Board of Directors 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 discretionary contribution, if any, pursuant to
                Section 3.1(b).

            


    

     

    
      	
              1.10

            	
              Compensation
                means any and all Fees payable or Stock issuable to Participants
                for
                Service rendered.

            


    

     

    
      	
              1.11

            	
              Deferral refers
                to a Participant’s legally binding right during a Plan Year to
                compensation that, pursuant to the terms of the Plan and in compliance
                with Code Section 409A and the Regulations, is payable to (or on
                behalf of) the Participant in a later Plan Year. If an attempted
                Deferral
                does not comply with the term of the Plan, Code Section 409A or the
                Regulation, the Committee may, in its sole discretion, reform or
                reject
                the attempted Deferral to avoid the violation of Code Section 409A
                by the
                Participant or the Plan.

            


    

     

    
      	
              1.12

            	
              Disability
                means—

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

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

            


    

     

    
      	
              1.13

            	
              Effective
                Date
                of
                this amendment and restatement means January 1, 2005, except as otherwise
                specified.

            


    

     

    
      	
              1.14

            	
              ERISA
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

     

    
      	
              1.15

            	
              Fees
                means cash amounts payable to Participants for Service
                rendered.

            


    

     

    
      	
              1.16

            	
              Hardship
                refers to a payment 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 the
                following.

            


    

     

    
      	 	
              (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 payment, 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.

            


    

     

    
      	
              1.17

            	
              Liquidation
                means any liquidation or dissolution of the Company taxed under Code
                Section 331 or with approval of a bankruptcy court pursuant to United
                States Code Title 11,
                Section 503(b)(1)(A).

            


    

     

    
      	
              1.18

            	
              Participant
                means any individual who is (a) a member of the Board of Directors
                who is
                not an employee of the Company, or (b) providing management consultation
                to the Company in his or her capacity as an independent contractor,
                and
                who is designated by the
                Company to
                be entitled to defer compensation pursuant to the Plan, or (c) an
                individual who previously satisfied the conditions of this section
                and has
                an Account under the Plan. The term “Participant” includes a Participant’s
                Beneficiary where the context so
                requires.

            


    

     

    
      	
              1.19

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

            


    

     

    
      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
              1.20

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

            


    

     

    
      	
              1.21

            	
              Regulations
                means the rules,
                regulations, interpretations and procedures promulgated under Code
                Section
                409A and other relevant sections of the Code, as modified from time
                to
                time.

            


    

     

    
      	
              1.22

            	
              Separation
                from Service
                of
                a director or independent contractor of the Company has occurred
                when the
                Company and the individual reasonably anticipate that no services
                (as a
                director, independent contractor or employee) in excess of 49% of
                the
                average level of services performed over the immediately preceding
                12
                months will be performed after that date, regardless of the reason
                (other
                than death) for the reduction in services; provided that a “Separation
                from Service” shall not occur if a Participant is on bona fide leave of
                absence of up to 6 months and, if longer, has a contractually or
                statutorily protected right of reemployment. “Separation from Service”
                shall be interpreted in accordance with the meaning of “separation from
                service” or similar term under Code Section 409A and the
                Regulations.

            


    

     

    
      	
              1.23

            	
              Service
                means the Participant’s service with the Company that is not interrupted
                or terminated based on the facts and
                circumstances.

            


    

     

    
      	
              1.24

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

            


    

     

    
      	
              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, other than Stock, 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.

            


    

     

    ARTICLE 2.
      ELIGIBILITY

     

    
      	
              2.1

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

            


    

     

    
      	 	
              (a)

            	
              are
                classified as non-employee directors or independent
                contractors,

            


    

     

    
      	 	
              (b)

            	
              have
                been selected by the Committee to participate in the Plan;
                and

            


    

     

    
      	 	
              (c)

            	
              execute
                a participation agreement in such form and according to such procedures
                as
                determined by the Committee or receive an acknowledgement permitting
                a
                Participant to participate in the Plan according to such terms as
                specified by the Committee.

            


    

     

    Deferral
      of Compensation under the Plan shall not commence until the Participant has
      complied with the election procedures set forth in Article 3. Nothing in the
      Plan or in the Acknowledgment should be construed to require any contributions
      to the Plan on behalf of the Participant by the Company.

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              2.2

            	
              Lapse
                of Eligibility.
                In the event the Committee determines, in its sole discretion, that
                any
                Participant shall no longer be eligible to participate in the Plan,
                or no
                longer qualifies as a member of a select group of management or highly
                compensated employees of the Company, then the Participant shall
                cease
                active participation in the Plan and all contributions made on the
                Participant’s behalf shall cease as of the date determined by the
                Committee.

            


    

     

    ARTICLE 3.
      DEFERRED
      COMPENSATION

     

    
      	
              3.1

            	
              Deferral
                Elections.

            


    

     

    
      	 	
              (a)

            	
              Election
                to Defer Compensation.
                Each eligible Participant may elect to defer annually the receipt
                of a
                portion of the Fees and/or Stock for Service otherwise payable to
                him or
                her by the Company during each Plan Year or portion of a Plan Year
                that
                the Participant is in Service. Any Participant’s election to defer
                Compensation must satisfy the following
                conditions:

            


    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants.
                A
                Participant who is elected as a director during a Plan Year shall
                have 30
                days from the date of first becoming a Participant to submit the
                required
                election documents for the then-current Plan Year.
                

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              Minimum
                and Maximum Deferrals.
                The minimum annual Deferral amount to be withheld from Fees is $5,000.
                The
                minimum percentage of Stock that may be deferred annually is
                100%.

            


    

     

    
      	 	
              (4)

            	
              Conditions
                of Election.
                Any Deferral election must be made in such form as required by the
                Committee, then completed by the Participant and delivered to the
                Company,
                together with all other documents required by the Committee. Each
                Deferral
                election shall be irrevocable with respect to any Compensation covered
                by
                the election, including Compensation payable in the Plan Year in
                which the
                election suspending or modifying the prior Deferral election is delivered
                to the Company. 

            


    

     

    
      	 	
              (5)

            	
              Evergreen
                Election.
                Each election or discontinuance of an election will continue in force
                for
                each successive Plan Year until or unless suspended or modified by
                the
                filing of a new election with the Company by the Participant in accordance
                with subsection (a)(2). 

            


    

     

    
      	 	
              (6)

            	
              Transition
                Period Elections.
                Deferral elections for the 2005 Plan Year shall be made no later
                than
                March 15, 2005. Prior to January 1, 2006, a Participant shall be
                permitted
                to terminate participation in the Plan or cancel a Deferral election
                for
                the 2005 Plan Year, causing the amounts subject to such termination
                or
                cancellation to be includible in the Participant’s current income.
                

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              Accounts.
                Fees deferred by a Participant shall be credited to the Stock Account
                or
                the Cash Account as elected by the Participant. Deferral elections
                must
                specify, in increments of 25% of the deferred Fees covered by the
                election, the percentages to be allocated between the Stock Account
                and
                the Cash Account. Elections shall be irrevocable and applied on a
                consistent basis for the Plan Year; no transfers between the Stock
                Account
                and the Cash Account shall be permitted. No special fund shall be
                established nor shall any notes or securities be issued by the Company
                with respect to a Participant’s Accounts.


            


    

     

    
      	 	
              (1)

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


            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	
              3.2

            	
              Vesting.
                All Deferrals elected by the Participant from Fees or Stock shall
                be fully
                vested at all times. Notwithstanding any provision of the Plan to
                the
                contrary, Company Contributions, if any, may be subject to a substantial
                risk of forfeiture in accordance with the terms of a vesting schedule,
                which may be determined by the Company in its sole
                discretion.

            


    

    

      ARTICLE 4. PAYMENT
        OF DEFERRED COMPENSATION

    

     

    
      	
              4.1

            	
              Election
                of Timing of Payment.

            


    

     

    
      	 	
              (a)

            	
              Affirmative
                Election.
                Each Participant who makes a Deferral election for a Plan Year under
                Section 3.1 shall submit an election of the timing of payment applicable
                to that Deferral. Any Participant’s election of the timing of payment must
                satisfy the following conditions:

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	 	
              (1)

            	
              Newly
                Eligible Participants.
                A
                Participant shall have 30 days from the date of first becoming a
                Participant to submit the required election for the then-current
                Plan
                Year. 

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              Transition
                Period Elections.
                On
                or before December 31, 2008,
                a
                Participant shall be permitted to revoke or revise his designated
                time of
                payment in accordance with the procedures established by the Committee.
                The revised election shall designate a time of payment described
                in
                subsection (b) according to procedures established by the Committee,
                provided that no change in the timing of payment shall result in
                acceleration of any payment to the year in which the revised election
                is
                made or delay of any payment otherwise payable in the year in which
                the
                election is made.

            


    

     

    
      	 	
              (b)

            	
              Timing.
                Participants may choose among the following times for payment in
                accordance with the procedures established by the
                Committee:

            


    

     

    
      	 	
              (1)

            	
              upon
                the Participant’s reaching a specified
                age,

            


    

     

    
      	 	
              (2)

            	
              upon
                the Participant’s Separation from Service,
                or

            


    

     

    
      	 	
              (3)

            	
              upon
                either—

            


    

     

    
      	 	
              (A)

            	
              the
                earlier
                to
                occur of the events in subsections (b)(1) and (b)(2), or
                

            


    

     

    
      	 	
              (B)

            	
              the
                later
                to
                occur of the events in subsections (b)(1) and (b)(2).
                

            


    

     

    Notwithstanding
      any provision to the contrary, a Participant may choose a specific date as
      the
      time of payment, or as an alternate time of payment if the election specifies
      “the earlier of” or “the later of” the specific date and another permissible
      event (e.g., specified age or Separation from Service), at such times and in
      accordance with the procedures established by the Committee

     

    
      	 	
              (c)

            	
              Default
                Elections.
                In the event the Participant fails properly to designate the timing
                of
                payment, subject to a subsequent election made under Section 4.3,
                such
                amounts shall be payable upon the Participant’s Separation from
                Service.

            


    

     

    
      	 	
              (d)

            	
              Other
                Payment Events.
                Notwithstanding the Participant’s elected timing of payment, the Company
                shall commence payment upon the earliest to occur of the following
                events:

            


    

     

    
      	 	
              (1)

            	
              the
                Participant’s Hardship as provided in Section
                4.4;

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	 	
              (2)

            	
              a
                Change in Control of the Company as provided in Section
                4.5;

            


    

     

    
      	 	
              (3)

            	
              the
                Participant’s Disability, as determined by the Committee in its sole
                discretion, according to the Participant’s elected method of payment; or
                

            


    

     

    
      	 	
              (4)

            	
              the
                Participant’s death, according to the Participant’s elected method of
                payment.

            


    

     

    
      	
              4.2

            	
              Election
                of Method of Payment.
                

            


    

     

    
      	 	
              (a)

            	
              Affirmative
                Election.
                Each Participant who makes a Deferral election for a Plan Year under
                Section 3.1 shall submit an election of the method of payment applicable
                to that Deferral. Any Participant’s election of the timing of payment must
                satisfy the following conditions:

            


    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants.
                A
                Participant shall have 30 days from the date of first becoming a
                Participant to submit the required election for the then-current
                Plan
                Year. 

            


    

     

    
      	 	
              (2)

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

            


    

     

    
      	 	
              (3)

            	
              Transition
                Period Elections.
                On or before December 31, 2008, a Participant shall be permitted
                to revoke
                or revise his designated method of payment in accordance with the
                procedures established by the Committee. The revised election shall
                designate a method of payment described in subsection (b) according
                to
                procedures established by the Committee, provided that no change
                in the
                method of payment shall result in acceleration of any payment to
                the year
                in which the revised election is made or delay of any payment otherwise
                payable in the year in which the election is
                made.

            


    

     

    
      	 	
              (b)

            	
              Methods.
                Participants may choose among the following methods of payment in
                accordance with the procedures established by the
                Committee:

            


    

     

    
      	 	
              (1)

            	
              with
                respect to cash amounts—

            


    


    
      	 	
              (A)

            	
              a
                single lump sum payment,

            


    

     

    
      	 	
              (B)

            	
              monthly
                installments over a designated period of 60 months, which installments
                shall each be treated as a separate payment, subject to the procedures
                established under Section 4.3, or

            


    

     

    
      	 	
              (C)

            	
              monthly
                installments over a designated period of 120 months, which installments
                shall each be treated as a separate payment, subject to the procedures
                established under Section 4.3; and

            


    

     

    
      	 	
              (2)

            	
              with
                respect to Stock—

            


    

    

      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (A)

            	
              a
                single lump sum issuance, or

            


    

     

    
      	 	
              (B)

            	
              annual
                installments over a designated period of 5 years, which installments
                shall
                each be treated as a separate payment, subject to the procedures
                established under Section 4.3.

            


    

     

    
      	 	
              (c)

            	
              Default
                Elections.
                In the event the Participant fails properly to designate the method
                of
                payment, subject to a subsequent election made under Section 4.3,
                such
                amounts shall be payable in the form of a lump
                sum.

            


    

     

    
      	
              4.3

            	
              Subsequent
                Elections.
                Subject to Sections 4.1, 4.2, 4.9 and 4.10, a Participant may not
                accelerate
                the timing or method of any payment under the Plan, except as provided
                in
                the Regulations. Any
                change to an election regarding the timing or method of payment must
                satisfy the following conditions:

            


    

     

    
      	 	
              (a)

            	
              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

            


    

     

    
      	 	
              (b)

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

            


    

     

    In
      the
      case of a subsequent election to change the timing of monthly installments,
      each
      subsequent election will apply to the installments to be made over a 12-month
      period, starting with the first installment designated by the Participant’s
      subsequent election.

     

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

     

    
      	
              4.4

            	
              Payment
                upon Hardship.
                A
                Participant may apply for payment 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 specified funds due to Hardship.
                The
                Committee may deny or approve all or any portion of a payment upon
                Hardship upon terms permitted under the Code and Regulations, as
                determined in its sole discretion.

            


    

     

    
      	
              4.5

            	
              Payment
                Following a Change in Control.
                

            


    

     

    
      	 	
              (a)

            	
              Payment
                Following a Change in Control.
                Notwithstanding any other provisions of the Plan, in the event a
                Participant has not experienced an elected payment event at the time
                of a
                Change in Control, then the Participant shall be entitled to receive
                payment of his or her Account balance in a lump sum payment within
                30 days
                of a Change in Control.

            


    

     

    
      	 	
              (b)

            	
              Payments
                Commenced.
                Following a Change in Control, any Participant (or Beneficiary thereof)
                already receiving payments under the Plan shall continue to receive
                the
                balance of the Participant’s Account paid according to the method elected
                by the Participant, subject to the acceleration of payment pursuant
                to a
                termination and liquidation of the Plan pursuant to Section
                4.9(e).

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
              4.6

            	
              Payment
                upon Death.
                Upon a Participant’s death, the Participant’s Beneficiary will be entitled
                to receive the balance of the future payments of the Participant’s Account
                according to the method of payment elected by the Participant. If
                the
                Participant has received all of the scheduled payments 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 or her, then such amount shall be paid to his or her
                estate.
                To
                be effective, Beneficiary designations must be completed according
                to
                procedures established by the
                Committee.

            


    

     

    
      	
              4.8

            	
              Administration
                of Payments.
                Payment of the lump sum or the first of a series of installments
                shall be
                made or commence within 90 days following the date of the payment
                event or
                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 payment event. Subsequent installments, if any,
                shall be
                made on the first day of each month following the first installment
                as
                determined by the Company. The amount of each installment shall be
                calculated by dividing the Account balance as of the date of the
                payment
                by the number of installments remaining pursuant to the Participant’s
                payment election.

            


    

     

    
      	
              4.9

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

            


    

     

    
      	 	
              (a)

            	
              amounts
                payable to an individual other than the Participant to the extent
                necessary to fulfill 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, a Deferred Compensation Plan
                maintained by the Company and any other arrangement that is aggregated
                with the Plan under the Regulations, if the payment is not greater
                than
                the dollar amount applicable under Code Section 402(g)(1)(B) ($15,500
                in
                2007); 

            


    

     

    
      Deferred
        Compensation Plan for Directors

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	 	
              (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 the Regulations;
                

            


    

     

    
      	 	
              (d)

            	
              in
                the event the Plan with respect to that Participant fails to meet
                the
                requirements of Code Section 409A and the Regulations, payment to
                Participant 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
                Regulations;

            


    

     

    
      	 	
              (e)

            	
              payment
                upon termination and liquidation of the Plan within 12 months following
                a
                Liquidation, provided that payment is included in the Participant’s income
                in the tax year in which occurs the latest of the Plan termination,
                lapse
                of any substantial risk of forfeiture, or payment becomes administratively
                practicable; 

            


    

     

    
      	 	
              (f)

            	
              payment
                upon termination and liquidation of the Plan pursuant to irrevocable
                action taken by the Company within 30 days preceding or 12 months
                following a Change in Control, provided that any other arrangement
                that is
                aggregated with the Plan under the Regulations is also terminated
                and
                liquidated with respect to each Participant that experienced the
                Change in
                Control; and 

            


    

     

    
      	 	
              (g)

            	
              payment
                upon termination and liquidation of the Plan, provided that (i) Plan
                termination and liquidation does not occur proximate to a downturn
                in the
                Company’s financial health, (ii) any other arrangement that is aggregated
                with the Plan under the Regulations is also terminated and liquidated
                with
                respect to each Participant that experienced the Change in Control,
                (iii)
                no Plan liquidation payments are made within 12 months following
                the date
                the Company takes all necessary irrevocable action to terminate and
                liquidate the Plan (the “termination date”) (other than payments payable
                for reasons other than Plan liquidation), (iv) all payments are made
                within 24 months of the termination date; and (v) the Company does
                not
                adopt a new plan that would be aggregated with any terminated and
                liquidated plan if the same Participant participated in both plans,
                at any
                time within 3 years following the termination
                date.

            


    

     

    
      	
              4.10

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

            


    

     

    
      	 	
              (a)

            	
              to
                the extent 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)

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

            


    

     

    
      	 	
              (c)

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

            


    

    

      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

    
      ARTICLE 5.
        TRUST
        AND
        INVESTMENT

    

     

    
      	
              5.1

            	
              Accounts.
                The Company shall establish separate Accounts for each Participant
                who
                participates in the Plan. No special fund shall be established nor
                shall
                any 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
                payment hereunder shall be an unsecured claim against the general
                assets
                of the Company, and neither the Participant nor his or her Beneficiary
                shall have any rights in or against any amount credited to his or
                her Cash
                Account or Stock Account or any other specific assets of the Company,
                except as otherwise provided in the Trust. Nothing contained in the
                Plan,
                and no action taken pursuant to its provisions, shall create or be
                construed to create a trust of any kind or a fiduciary relationship
                between the Plan and the Company or any other person. 

            


    

     

    
      	
              5.3

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

            


    

     

    
      	
              5.4

            	
              Crediting
                and Debiting of Account.
                In accordance with and subject to the rules and procedures that are
                established from time to time by the Committee, in its sole discretion,
                amounts shall be credited or debited to a Participant’s Account in
                accordance with the following
                rules:

            


    

     

    
      	 	
              (a)

            	
              Measurement
                Funds.
                The Committee shall select from time to time certain mutual funds,
                insurance company separate accounts, indexed rates or other methods
                (the
                “measurement funds”) for purposes of crediting or debiting additional
                amounts to Participants’ Account. The Committee may discontinue,
                substitute or add a measurement fund; provided however, that (1) any
                decision to retain, discontinue or substitute a measurement fund
                shall be
                made in good faith, and (2) there shall at all times be a minimum of
                4 measurement funds of materially different risk and return
                characteristics. 

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Election
                of Measurement Funds.
                A
                Participant shall elect, according to procedures establish by the
                Committee, one or more measurement fund(s) to be used to determine
                the
                amounts to be credited or debited to his or her Account. If a Participant
                does not elect any of the measurement funds as described in the previous
                sentence, the Participant’s Account Balance may automatically be allocated
                into a default measurement fund which is selected by the Committee.
                A
                Participant may elect to change his or her measurement funds and/or
                allocations among measurement funds from time to time according to
                procedures established by the Committee. Each election shall be
                implemented according to procedures established by the Committee
                and shall
                continue thereafter for each subsequent day in which the Participant
                has
                an Account. The Committee may, in its sole discretion, determine
                that an
                election is void, shall not be applied or shall be substituted with
                the
                Trustee’s choice of measurement funds. The Committee may also provide that
                a change shall not take effect for a specified period of time following
                the Committee’s receipt of such an election.


            


    

     

    
      	 	
              (c)

            	
              Crediting
                or Debiting Method.
                The performance of each elected measurement fund (either positive
                or
                negative) will be determined by the Committee based on the performance
                of
                the measurement funds themselves. A Participant’s Account shall be
                credited or debited not less frequently than on a monthly basis based
                on
                the performance of each selected measurement fund for the corresponding
                period of time.

            


    

     

    
      	 	
              (d)

            	
              No
                Actual Investment.
                Notwithstanding any other provision of this Plan that may be interpreted
                to the contrary, the measurement funds are to be used for measurement
                purposes only, and a Participant’s election of any such measurement fund,
                the allocation of his or her Account thereto, the calculation of
                additional amounts and the crediting or debiting of such amounts
                to a
                Participant’s Account shall not be considered or construed in any manner
                as an actual investment of his or her Account in any such measurement
                fund. In the event that the Company or the Trustee, in its own discretion,
                decides to invest funds in any or all of the investments on which
                the
                measurement funds are based, no Participant shall have any rights
                in or to
                such investments themselves. 

            


    

     

    
      	
              5.5

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

            


    

    

      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    ARTICLE 6.
      AMENDMENT
      AND TERMINATION

     

    
      	
              6.1

            	
              Amendment.
                The Committee shall have the right to amend the Plan at any time
                and from
                time to time, including by 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 adversely affect benefits
                previously accrued 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
                except as
                required by Code Section 409A and the Regulations.
                

            


    


    
      	
              6.2

            	
              Termination.
                The Committee shall have the right to terminate and liquidate the
                Plan to
                the fullest extent permitted by Code Section 409A, including (a)
                termination of the Plan within 12 months following a Liquidation,
                or (b)
                within 30 days preceding or 12 months following a Change in Control,
                provided that such termination following a Change in Control shall
                not
                result in a diminution of benefits accrued under the Plan, or (c)
                the
                termination covers all arrangements sponsored by the Company that
                would be
                aggregated with the Plan and cover any Participant of the Plan, the
                termination does not occur proximate to a downturn in the financial
                health
                of the Company, and payments are made after 12 months, but within
                24
                months, following the termination.

            


    

     

    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, the Committee intends
                to
                interpret and operate the Plan in all respects in compliance with
                Code
                Section 409A and the 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:

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	 	
              (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 Section 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 Section 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.
                

            


    

    

      Deferred
        Compensation Plan for Directors

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Determination
                of Disability.
                To the extent the Committee is determining a claims for benefits
                under the
                Plan on account of a Disability, the above procedures shall be modified
                as
                necessary to comply with ERISA Section 503 and Department of Labor
                Regulations
                Section 2560.503-1(d).

            


    

     

    
      	
              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 the Company stock or giving any Participant
                the
                right to continue rendering services to or for the benefit of the
                Company.
                The services of any Participant shall be subject to termination (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.

            


    

    

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        Compensation Plan for Directors


    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
              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
                the
                Company. The determination of the Company regarding applicable income
                and
                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.

            


    

    

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        Compensation Plan for Directors


    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      	
              8.9

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

            


    

     

    
      	
              8.10

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

            


    

    

      Deferred
        Compensation Plan for Directors


    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Acknowledgment

     

    The
      undersigned Participant hereby acknowledges that the Company has selected him
      or
      her as a participant in the Building Materials Holding Corporation 2005 Deferred
      Compensation Plan for Directors, as amended from time to time, subject to all
      terms and conditions of the Plan, a copy of which has been received, read,
      and
      understood by the Participant in conjunction with executing this Acknowledgment.
      The Participant acknowledges that he or she has had satisfactory opportunity
      to
      ask questions regarding his or her participation in the Plan and has received
      satisfactory answers to any questions asked. The Participant also acknowledges
      that he or she has sufficient knowledge and experience in financial and business
      matters to be capable of evaluating the merits and risks of participation in the
      Plan. The Participant understands that his or her participation in the Plan
      shall not begin until this Acknowledgment has been signed by the Participant
      and
      returned to the Company.

     

    
      	
              Building
                Materials Holding Corporation

            	 	
              Participant

            
	 	 	 
	 	 	 
	
              By:
                __________________________________________

            	 	
              Signature:
                ______________________________________

            
	 	 	 
	
              Title:
                _________________________________________

            	 	
              Name:
                _________________________________________

            
	 	 	 
	
              Date:
                _________________________________________

            	 	
              Date:
                __________________________________________

            


    


    Deferred
      Compensation Plan for Directors