Exhibit
      10.91.1

     

    FIRST
      AMENDMENT

     

    This
      First
      Amendment is entered into this 19th day of February, 2008, by and between
      Building Materials Holding Corporation, a Delaware corporation (“Company”) and
      William M. Smartt (“Executive”).

     

    RECITALS

     

    
      	
              A.

            	
              The
                Company
                and Executive entered into an Employment Agreement dated April 1,
                2006 (the “Agreement”) which provides for the employment of Executive by
                the Company.

            


    

     

    
      	
              B.

            	
              The
                Company
                and Executive desire to amend the Agreement to increase the Executive’s
                base salary, extend the term of the Agreement until December 31,
                2010, comply with Section 409A of the Internal Revenue Code of 1986,
                as
                amended, and make certain other changes, each as set forth
                herein.

            


    

     

    NOW
      THEREFORE, the
      parties hereby agree as follows:

     

    
      	
              1.

            	
              Section
                1 of
                the Agreement is hereby deleted in its entirety and replaced with
                the
                following:

            


    

     

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


     

    
      	
              2.

            	
              Section
                3.1
                of the Agreement is hereby amended to reflect that Executive’s base salary
                is $450,000.

            


    

     

    
      	
              3.

            	
              Section
                5.1
                of the Agreement is hereby amended by deleting the phrase “and
                for a period of one year following a termination of employment other
                than
                following a Change of Control”.

            


    

     

    
      	
              4.

            	
              Sections
                5.2
                and 5.3 of the Agreement are each hereby amended by deleting the
                phrase
                “other than following a Change of Control” from the first sentence thereof
                and replacing it with the phrase “for any
                reason”.

            


    

     

    
      	
              5.

            	
              Section
                5.5
                of the Agreement is hereby amended by deleting the words “three years”
                from the first sentence thereof and replacing them with the words
“one
                year”.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.

            	
              Section
                7.4
                of the Agreement is hereby deleted in its entirety and replaced with
                the
                following:

            


    

     

    7.4 Termination
      Without Cause.
      The Company may,
      at any time and without prior written notice, terminate Executive without Cause.
      In the event that Executive's employment with the Company is terminated without
      Cause, Executive shall receive payment for all earned but unpaid Base Salary,
      and benefits the Executive is then entitled to receive under benefit plans
      of
      the Company, if any, less standard withholdings for tax and social security
      purposes, through the Date of Termination. In addition, provided that Executive
      executes a release of claims against the Company (in a form reasonably
      satisfactory to the Company) and such release becomes effective, Executive
      shall
      receive (i) within 75 days payment in a lump sum of an amount equal to the
      then current Base Salary through December 31, 2010; (ii) payment of the
      amount of the Annual Bonus that Executive would be eligible to receive under
      the
      Company's Bonus Plan for the year in which the termination occurs; (iii) payment
      of amounts accrued under the LTIP in accordance with the terms of the
      LTIP, as
      modified by
      Section 3.4(d) hereof; (iv) assuming Executive is eligible and elects COBRA,
      payment on Executive's behalf of monthly continuation premiums for health
      insurance under Federal or State COBRA for a period of 18 months following
      the
      Date of Termination; (v) acceleration of the vesting of a portion of any
      unvested stock options in the amount that would
      have become
      vested on or before December 31, 2010; (vi) benefits under the SERP,
      provided that Executive shall become fully vested in his benefits under the
      SERP
      upon termination pursuant to this Section 7.4; (vii) the benefits provided
      for
      in Sections 3.7 and 3.8 hereof; (viii) payment of the Equity Bonus as provided
      in Section 3.4 hereof, provided that Executive shall become fully vested in
      his
      benefits under Section 3.4 upon termination pursuant to this Section 7.4, and
      (ix) any other benefits that Executive is entitled to receive as of the
      Date of Termination under applicable benefit plans of the Company, less standard
      withholdings for tax and social security purposes. No other compensation of
      any
      kind or severance or other payment of any kind shall be payable by the Company
      to Executive after such Date of Termination. Except as specifically provided
      in
      this Section 7.5 and except as required by law, all benefits provided by the
      Company to Executive under this Agreement or otherwise shall cease as of the
      Date of Termination.

     

    
      	
              7.

            	
              Section
                7.5
                of the Agreement is hereby amended to add to the end thereof the
                phrase “,
                subject to, as applicable, Executive’s execution of the effective release
                of claims described in Section
                7.4.”

            


    

     

    
      	
              8.

            	
              Section
                7.6(d) of the Agreement is hereby amended by deleting the introductory
                language thereof in its entirety and replacing it with the
                following:

            


    

     

    (d) "Good
      Reason"
      shall mean
      Executive's resignation from employment within 180 days after the occurrence
      of
      one of the following events enumerated in this Section 7.6(d) without
      Executive’s express written consent, provided, however, that Executive must
      provide written notice to the Company within ninety (90) days after the
      occurrence of the event allegedly constituting Good Reason, and the Company
      shall have thirty (30) days after such notice is given to cure:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              9.

            	
              Section
                7.6(d)(ii) of the Agreement is hereby amended by deleting clause
                (3)
                thereof in its entirety and replacing it with the
                following:

            


    

     

    (3) (A) with
      respect to any fiscal year preceding the Company’s 2008 fiscal year, material
      reduction in the amount of cash bonus paid to Executive under the Company’s
      Annual Bonus Plan to an amount that is less than the highest cash bonus paid
      to
      Executive under the Bonus Plan for any of the three fiscal years immediately
      preceding the fiscal year in which the Executive provides notice to the Company
      of his termination for Good Reason (“Good Reason Notice”) and (B) with
      respect to the Company’s 2008, 2009 and 2010 fiscal years (and any subsequent
      fiscal year), a material reduction in his bonus opportunity under the Annual
      Bonus Plan such that he no longer participates in the Annual Bonus Plan on
      the
      same terms as the senior executives of the Company generally;

     

    
      	
              10.

            	
              Section
                7.6(d)(ii) of the Agreement is hereby amended by deleting clause
                (5)
                thereof in its entirety and replacing it with the
                following:

            


    

     

    (5) (A) with
      respect to any fiscal year preceding the Company’s 2008 fiscal year, reduction
      in amounts allocated or accrued (whether or not funded) as a Company
      contribution on behalf of Executive under the Company's SRIP (or any successor
      plan) (“SRIP Accrual”) to an amount that is materially less than the highest
      SRIP Accrual made on behalf of Executive for any of the three fiscal years
      immediately preceding the year in which Good Reason Notice occurs or
      (B) with respect to the Company’s 2008, 2009 and 2010 fiscal years (and any
      subsequent fiscal year), a material reduction in the benefits provided to
      Executive under the SRIP such that he no longer participates in the SRIP on
      the
      same terms as the senior executives of the Company generally;

     

    
      	
              11.

            	
              Section
                8.1
                of the Agreement is hereby deleted in its entirety and replaced with
                the
                following:

            


    

     

    8.1 Severance
      Benefits.
      If the employment
      of Executive is terminated within the period commencing 3 months prior to a
      Change in Control and ending 3 years following a Change in Control, the
      provisions of Section 7 shall not apply and all payments shall be made in
      accordance with the provisions of the
      Building Materials Holding Corporation Severance Plan for Certain Executive
      Officers, Senior Management and Key Employees of the Company and its
      Subsidiaries, including any amendments thereto, as of the Effective Date
      ("Severance Plan").
      For the avoidance
      of any doubt, the vesting of any stock option or restricted stock grant shall
      be
      governed by the award agreement pursuant to which such stock option or
      restricted stock grant was granted.

     

    
      	
              12.

            	
              Section
                8.5
                of the Agreement is hereby deleted in its
                entirety.

            


    

     

    
      	
              13.

            	
              The
                following
                new Section 9 shall be added to the Agreement (with the existing
                Sections
                9, 10 and 11 (and all subsections thereof) renumbered accordingly):
                

            


    

     

    9. Code
      Section
      409A.
      Notwithstanding
      anything herein or in the Severance Plan to the contrary, to the extent that
      the
      Board determines, in its sole discretion, (a) at the time of Executive’s
      termination of employment with the Company, he is a “specified employee” as
      defined in Section 409A of the Internal Revenue Code of 1986, as amended (the
      "Code")
      and
      (b) that any payment or benefit to be provided under Section 7.4,7.5 or 8.1
      to or for the benefit of Executive would be subject to the additional tax
      imposed under Section 409A(a)(1)(B) of the Code or a successor or comparable
      provision if paid at the time such payments and benefits are otherwise required
      under this Agreement, the commencement of such payments and/or benefits shall
      be
      delayed until the earlier of (i) the date that is six months following the
      Date of Termination or (ii) the date of Executive’s death; provided,
      however, that an amount equal to the lesser of two times (x) annual compensation
      or (y) the limit under Code Section 401(a)(17) shall not be subject to the
      delay
      described in the previous clause and instead shall be paid out as otherwise
      scheduled.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              14.

            	
              Section
                11.13
                of the Agreement is hereby deleted in its entirety. Existing Sections
                11.14 and 11.15 are hereby renumbered to Sections 12.13 and 12.14.
                

            


    

     

    
      	
              15.

            	
              Section
                11.15
                of the Agreement is hereby deleted in its entirety and replaced with
                the
                following (renumbered Section 12.14 per paragraphs 13 and 14 of this
                First
                Amendment):

            


    

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              16.

            	
              All
                remaining
                provisions of the Agreement, other than those expressly modified
                in this
                Second Amendment, remain in full force and
                effect.

            


    

     

    This
      First
      Amendment is effective February 19, 2008 and is dated the date first written
      above.

     

    
      	COMPANY	 	EXECUTIVE
	 	 	 
	BUILDING
              MATERIALS HOLDING CORPORATION	 	 
	 	 	 	 	 
	By	 	 	By	 
	 	
              
Robert
              E. Mellor	 	 	
              

              William
                M.
                Smartt 

            
	 	
              Chairman
                and Chief Executive Officer

            	 	 	 


    

     

    
      
        
        

      

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