Exhibit
        10.96
 
 **BUILDING
        MATERIALS HOLDING CORPORATION**
 
 **MANAGEMENT
        RETENTION UNIT AGREEMENT**
 
  This
        Management
        Retention Unit Agreement (this “Agreement”) is granted on the 19th day of
        February, 2008 (the “Date of Grant”) by Building Materials Holding Corporation,
        a Delaware corporation (the “Company”) to Stanley M. Wilson (“Grantee”).
  1. GRANT
        OF
        MANAGEMENT RETENTION UNITS .
  (a) The
        Company hereby,
        as of the Date of Grant, grants to Grantee an award of 18,000 management
        retention units (the “MRUs”). Each MRU represents Grantee’s right to receive a
        cash settlement, upon vesting, equal to the Fair Market Value of one share
        of
        the Company’s common stock, par value $.001 per share (the “Common Stock”), on
        the vesting date. For purposes of this Agreement, “Fair Market Value” means the
        average closing price of Common Stock over the five trading days before the
        applicable measurement date.
  (b) MRUs
        granted to
        Grantee will be credited to a Management Retention Unit Account, or “MRA,” which
        is a hypothetical account designated under Grantee’s name used solely for the
        purpose of tracking the value to be paid to Grantee upon the MRUs’ vesting
        dates.
  2. CERTAIN
        DEFINITIONS .
  As
        used in this Agreement, the following terms shall have the meanings set forth
        below:
  (a) “Affiliate”
shall
        mean a corporation or other entity controlled by, controlling or under common
        control with the Company.
  (b) “Business
        Unit”
shall mean an entity, whether or not incorporated, more than fifty percent
        (50%)
        of the outstanding ownership interests of which are owned by the Company,
        directly or indirectly through one or more ownership chains where each link
        in
        the chain owns more than fifty percent (50%) of the outstanding ownership
        interests of the next link (either alone or together with other links in
        the
        same chain or another chain).
  (c) “Cause”
shall
        mean
        (1) “Cause” pursuant to any individual employment agreement with the
        Company to which Grantee is a party that is then in effect, or (2) if there
        is
        no such individual employment agreement or if it does not define Cause,
        termination of Grantee’s employment by the Company or any of its Affiliates
        because of (A) conviction of or a plea of *nolo
        contendre* to a felony
        involving moral turpitude; (B) misappropriating any significant amount of
        funds
        or property of the Company; (C) attempting to obtain any significant personal
        profit from any transaction in which Grantee has an interest which is adverse
        to
        the interest of the Company, unless Grantee has first obtained consent from
        an
        officer of the Company; or (D) a pattern of gross dereliction of duty. The
        Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
        of the Company shall, unless otherwise provided in an individual employment
        agreement with Grantee, have the sole discretion to determine whether “Cause”
exists and its determination shall be final.
  Exhibit
            A toRestricted Stock Agreement
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 (d) “Change
        of Control”
shall mean the occurrence of any of the following events:
  (1) *Forty
        percent
        (40%) of the Company’s Common Stock Acquired by an Outsider* .
        Any “person” (as
        such term is used in Sections 13(d) and 14(d) of the Securities Exchange
        Act of
        1934, as amended (the “Exchange Act”), other than (A) the Company or any of its
        Affiliates, (B) any trustee or other fiduciary holding stock under an employee
        benefit plan of the Company or any of its Affiliates, and (C) any corporation
        owned, directly or indirectly, by the stockholders of the Company in
        substantially the same proportions as their ownership of the Company’s stock)
        becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
        Act), directly or indirectly, of more than forty percent (40%) of the Company’s
        then outstanding shares of Common Stock;
  (2) *Members
        of the
        Board as of February 19, 2008 cease to constitute a majority of
        Directors* .
        The following
        individuals cease for any reason to constitute a majority of the number of
        directors then serving on Board: individuals who, on February 19, 2008,
        constituted the Board and any new director (other than a director whose initial
        assumption of office is in connection with an actual or threatened election
        contest, including but not limited to a consent solicitation, relating to
        the
        election of directors of the Company) whose appointment or election by the
        Board
        or nomination for election by the Company’s stockholders was approved or
        recommended by a vote of at least two-thirds (2/3) of the directors then
        still
        in office who either were directors on February 19, 2008 or whose appointment,
        election or nomination for election was previously so approved or
        recommended;
  (3) *Merger
        or
        Consolidation* .
        There is
        consummated a merger or consolidation of the Company or any of its Affiliates
        with any other corporation or other entity in which the Company is not the
        continuing or surviving corporation or pursuant to which the Company’s Common
        Stock would be converted into cash or stock; provided, however, that the
        holders
        of the Company’s Common Stock immediately prior to the merger do not have the
        same proportionate ownership of the common stock of the surviving corporation
        immediately after such merger or consolidation;
  (4) *Complete
        Liquidation or Disposition of more than 75% of the Company’s
        Assets* .
        The stockholders
        of the Company approve a plan of complete liquidation of the Company or there
        is
        consummated an agreement for the sale or disposition by the Company of assets
        having an aggregate book value at the time of such sale or disposition of
        more
        than seventy-five percent (75%) of the total book value of the Company’s assets
        on a consolidated basis (or any transaction having a similar effect), other
        than
        any such sale or disposition by the Company (including by way of spin-off
        or
        other distribution) to an entity, at least fifty percent (50%) of the combined
        voting power of the voting securities of which are owned immediately following
        such sale or disposition by stockholders of the Company in substantially
        the
        same proportions as their ownership of the Company immediately prior to such
        sale or disposition; or
  (5) *Disposition
        of
        a Business Unit* .
        There is
        consummated the Disposition of a Business Unit; provided, however, that this
        clause (5) shall apply only to a Grantee who (A) immediately prior to the
        Disposition of a Business Unit were employed by (and on the payroll of) the
        Business Unit that was the subject of the Disposition of a Business
        Unit.
  -2-
 (e) “Disposition
        of a
        Business Unit” means a sale or other disposition, however effected, of a
        Business Unit which is either:
  (1) A
        sale by the
        Company or any of its Affiliates of the then outstanding ownership interests
        of
        the Business Unit having more than 50% of the then existing voting power
        of all
        outstanding ownership interests of the Business Unit, whether by merger,
        consolidation or otherwise, unless after the sale the Company, any of its
        Affiliates, or any trustee or other fiduciary holding securities under an
        employee benefit plan of the Company, the Business Unit or any Affiliate,
        individually or collectively, directly or indirectly, owns the then outstanding
        ownership interests of the Business Unit having 50% or more of the then existing
        voting power of all outstanding ownership interests of the Business
        Unit;
  (2) The
        sale of all or
        substantially all of the assets of the Business Unit as a going concern;
        or
  (3) Any
        other
        transaction or course of action engaged in, directly or indirectly, by the
        Company, the Business Unit or any Affiliate, that has a substantially similar
        effect as the transactions of the type referred to in clause (1) or (2)
        above.
  (f) “Disability”
shall
        mean either (1) Grantee is unable to engage in any substantial gainful
        activity by reason of any medically determinable physical or mental impairment
        that can be expected to result in death or can be expected to last for a
        continuous period of not less than 12 months, or (2) Grantee is, by reason
        of any medically determinable physical or mental impairment that can be 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.
  (g) “Good
        Reason” shall
        mean, without Grantee’s consent, the occurrence of any of the following
        circumstances unless such circumstances are fully corrected prior to the
        expiration of the thirty day period following delivery to the Company of
        Grantee’s notice of intention to terminate his or her employment for Good Reason
        describing the circumstances in reasonable detail:
  (1) A
        material
        diminution in Grantee’s base compensation;
  (2) A
        material
        diminution in Grantee’s authority, duties, or responsibilities;
  (3) A
        material
        diminution in the authority, duties, or responsibilities of the supervisor
        to
        whom Grantee is required to report, including a requirement that Grantee
        report
        to a corporate officer or employee instead of reporting directly to the
        Board;
  (4) A
        material
        diminution in the budget over which Grantee retains authority;
  (5) A
        material change
        in the geographic location at which Grantee must perform the services;
        or
  (6) Any
        other action or
        inaction that constitutes a material breach by the Company of its employment
        agreement with Grantee.
  Grantee
        shall be
        deemed to have waived his rights to terminate his or her employment with
        the
        Company for circumstances constituting Good Reason if s/he shall not have
        provided to the Company a notice of termination within ninety days immediately
        following his or her knowledge of the circumstances constituting Good
        Reason.
  -3-
 3. VESTING
        AND
        SETTLEMENT .
  MRUs
        shall fully
        vest on the second anniversary of the Date of Grant, so long as Grantee has
        continuously performed service (whether as an employee, director or consultant
        for the Company or any of its Affiliates) (“Service”) from the Date of Grant to
        the vesting date. MRUs shall be settled in cash by the Company no later than
        60
        days after the applicable vesting date, provided, however, that if Grantee
        is
        deemed on the date of termination to be a “specified employee” within the
        meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue
        Code of
        1986, as amended (the “Code”), then with regard to any payment or the provision
        of any benefit that is considered deferred compensation under Section 409A
        of
        the Code payable on account of a “separation from service,” such payment or
        benefit shall be made or provided at the date which is the earlier of (i)
        the
        expiration of the six (6)-month period measured from the date of such
“separation from service” of Grantee, and (ii) the date of Grantee’s death.
        Grantee shall be entitled, at his or her election, to defer the cash settlement
        of MRUs into the Company’s Deferred Compensation Plan, pursuant to the terms and
        conditions of such plan and provided that Grantee is eligible to participate
        in
        such plan.
  The
        Company may
        withhold from any amounts payable under this Agreement such Federal, state
        and
        local taxes as may be required to be withheld pursuant to any applicable
        law or
        regulation.
  4. TERMINATION
        EVENTS .
  The
        following
        provisions shall apply to all MRUs granted hereunder upon termination of
        Grantee’s Service:
  (a) If
        Grantee’s
        Service is terminated due to Grantee’s death or Disability, all MRUs credited to
        Grantee’s MRA shall become immediately vested and settled in accordance with
        Section 3.
  (b) If
        the Company
        terminates Grantee’s Service without Cause, all unvested MRUs shall become
        immediately vested and settled in accordance with Section 3.
  (c) If
        Grantee
        voluntarily terminates Service under any circumstances, except as provided
        in
        Sections 4(a) or (d), or Grantee’s Service is terminated for Cause, all MRUs,
        whether vested or unvested, shall be immediately forfeited without settlement
        or
        payment of value.
  (d) If,
        in connection
        with or at any time following the occurrence of a Change in Control, Grantee
        is
        terminated without Cause or resigns for Good Reason, all unvested MRUs shall
        become immediately vested and settled in accordance with Section 3. In the
        event
        the Common Stock is no longer publicly traded as of the date Grantee is
        terminated or resigns pursuant to this Section 4(d), the “Fair Market Value”
attributable to each MRU shall be determined by a nationally recognized
        valuation or investment banking firm selected by the board of directors (or
        similar governing body) of the Company or its successor.
  5. ADJUSTMENT
        OF
        MRUs .
  Upon
        the occurrence
        of a reorganization, merger, consolidation, recapitalization, reclassification,
        stock split, reverse stock split, spin-off, repurchase, share exchange, dividend
        or distribution of stock, property or cash (other than regular, quarterly
        cash
        dividends), or any other event or transaction that affects the number or
        kind of
        shares of Common Stock outstanding, the Committee shall make appropriate,
        equitable adjustments in the value of the MRUs described herein in order
        to
        prevent the dilution or enlargement of either Grantee’s rights hereunder or the
        value of the MRUs (determined immediately before and after such adjustment);
        provided, however, that no such adjustment shall be made to the extent that
        the
        Committee determines that such adjustment would result in the disallowance
        of a
        federal income tax deduction for compensation attributable to the MRUs under
        Section 162(m) of the Code, if applicable.
  -4-
 6. UNFUNDED
        STATUS
        OF MRUs .
  MRUs
        are an
        unfunded obligation of the Company to pay compensation in the future. Neither
        the grant nor vesting of MRUs hereunder, nor the taking of any other action
        in
        respect of MRUs, shall give Grantee rights that are greater than those of
        a
        general creditor of the Company; provided, however, that the Company may
        create
        a trust or make other arrangements to meet its obligations in respect of
        MRUs,
        which trusts or other arrangements shall be consistent with the status of
        MRUs
        as an unfunded obligation, unless the Committee otherwise determines with
        the
        consent of Grantee.
  7. CLAIMS;
        NOTICES .
  (a) Any
        claim that
        Grantee makes for benefits relating to MRUs shall be filed in writing with
        the
        Committee. Written notice of the disposition of the claim shall be delivered
        to
        Grantee within 60 days after filing. If the claim is denied, the reasons
        shall
        be set forth in a statement delivered to Grantee. The filing of a claim in
        accordance with this Section 7 shall be a condition precedent to the initiation
        of any legal proceeding with respect to such claim.
  (b) All
        notices or
        other communications made or given in respect off MRUs shall be in writing
        and
        shall be sufficiently made or given if hand-delivered or mailed by certified
        mail addressed to Grantee at the address contained in the records of the
        Company, or to the Company attention of the Committee at the Company’s principal
        office.
  8. ENTIRE
        AGREEMENT .
  This
        Agreement
        constitutes the entire agreement between Grantee and the Company relating
        to
        this subject matter. No other prior or contemporaneous agreements, promises,
        representations, covenants, warranties, or any other undertaking whatsoever
        respecting such matters shall be deemed in any way to exist or to bind any
        of
        the parties. Grantee acknowledges and agrees that s/he has not executed this
        Agreement in reliance on any such other agreement, promise, representation,
        covenant, warranty, or undertaking. The Agreement may not be orally modified.
        All modifications must be agreed to in writing and signed by both
        parties.
  9. SETOFF .
  The
        Company may, to
        the extent permitted by law, deduct from and set off against its obligations
        to
        Grantee from time to time, (including without limitation amounts payable
        in
        connection with settlement of MRUs, as wages or benefits or other form of
        compensation), any amounts that Grantee owes to the Company or any of its
        Affiliates for any reason whatsoever. Grantee shall remain liable for any
        portion of Grantee’s obligation not satisfied by such setoff. By accepting the
        MRUs granted hereunder, Grantee agrees to any deduction or setoff under this
        Section 9.
  -5-
 10. TRANSFERABILITY
        AND ALIENATION .
  Except
        insofar as
        may otherwise be required by law or Section 9 above, no amount payable at
        any
        time pursuant to this award of MRUs shall be subject in any manner to alienation
        by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment,
        charge, or encumbrance of any kind, nor in any manner be subject to the debts
        or
        liabilities of any person, and any attempt to so alienate or subject any
        such
        amount, whether presently or thereafter payable, shall be void. If any person
        shall attempt to, or shall, alienate, sell, transfer, assign, pledge, attach,
        charge, or otherwise encumber any amount payable pursuant to this award of
        MRUs,
        or any part thereof, or if by reason of his or her bankruptcy or other event
        happening at any such time such amount would be made subject to his or her
        debts
        or liabilities or would otherwise not be enjoyed by him or her, then the
        Company, if it so elects, may direct that such amount be withheld and that
        the
        same or any part thereof be paid or applied to or for the benefit of such
        person, his or her spouse, children or other dependents, or any of Grantee’s
        heirs, in such manner and proportion as the Company may deem
        proper.
  11. NO
        EMPLOYMENT,
        CONTINUED SERVICE OR EQUITYHOLDER RIGHTS .
  This
        Agreement
        shall not give Grantee any right to remain employed by the Company or any
        of its
        Affiliates, nor shall it provide Grantee with any rights to any other form
        of
        service (such as a consultant or director) with any of the foregoing entities.
        The Company reserves the right to terminate the employment or service of
        Grantee
        at any time, and for any reason or no reason, subject to applicable laws
        and any
        employment or other agreement. Grantee shall not have the rights of an
        equityholder of the Company as a result of the grant or vesting of
        MRUs.
  12. COMMITTEE
        AUTHORITY
  The
        Agreement shall
        be administered by the Committee. The Committee shall be authorized and
        empowered to do all things necessary or desirable in connection with the
        administration of this Agreement, including, without limitation, the following:
        (a) accelerate the exercisability of the MRUs, (b) determine whether,
        and the extent to which, adjustments are required pursuant to Section 5,
        (c)  verify the extent of satisfaction of any conditions applicable to the
        vesting of the MRUs, (d) interpret and construe the terms and conditions of
        the award of MRUs hereunder, and to make exceptions to any such provisions
        in
        good faith and for the benefit of the Company and (e) to make all other
        determinations deemed necessary or advisable for the administration of the
        award
        of MRUs hereunder. All decisions, determinations and interpretations by the
        Committee regarding the terms and conditions of or operation of the award
        of
        MRUs hereunder shall be final and binding on Grantee and his or her
        beneficiaries, heirs, assigns or other persons holding or claiming rights
        under
        the MRUs. The Committee shall consider such factors as it deems relevant,
        in its
        sole and absolute discretion, to making such decisions, determinations and
        interpretations, including, without limitation, the recommendations or advice
        of
        any officer or other employee of the Company and such attorneys, consultants
        and
        accountants as the Committee may select. The Committee shall not be liable
        for
        any determination or action taken in good faith with respect to the MRUs
        granted
        hereunder. The Committee may correct any defect, supply any omission or
        reconcile any inconsistency in this Agreement in the manner and to the extent
        it
        shall deem desirable to effectuate the purposes of this Agreement. The Committee
        may delegate any or all aspects of the day-to-day administration of the
        Agreement to one or more officers or employees of the Company or any Affiliate,
        and/or to one or more agents.
  -6-
 IN
        WITNESS WHEREOF, the Company has caused this Management Retention Unit Agreement
        to be duly executed by its officers thereunto duly authorized, and Grantee
        has
        hereunto set his or her hand as of the date first above
        written.


**BUILDING
                  MATERIALS HOLDING CORPORATION**By:Name:
                Robert
                  E. MellorTitle:
                Chairman
                  & Chief Executive OfficerAcknowledged
                  receipt of and agreement with the terms of the grant of Management
                  Retention Units as set forth above.**GRANTEE:**Signed:Stanley
                  M. Wilson
  -7-