Exhibit
      10.70




**BUILDING
      MATERIALS HOLDING CORPORATION**




**Severance
      Plan for Certain Executive Officers,**


**Senior
      Management and Key Employees of the**


**Company
      and
      its Subsidiaries**




This
      Severance Plan
      (the "Plan") was adopted by the Board of Directors of BMC West Corporation,
      a
      Delaware corporation, on July 20, 1993 and was assumed by Building Materials
      Holding Corporation, a Delaware corporation (together with its predecessor,
      the
      "Company") as of September 23, 1997, for the benefit of certain executive
      officers, senior management and key employees of the Company and its
      Subsidiaries. The Plan, as amended and restated, was confirmed by the Board
      of
      Directors on February 17, 2000, May 7, 2003, May 3, 2004, May 1, 2006 and June
      28, 2006.




**1.**  **Purpose**




The
      Company, on
      behalf of itself and its stockholders, desires to continue to attract and retain
      well-qualified executive and key personnel who are an integral part of the
      management of the Company, such as the Designated Employees, and to assure
      itself of continuity of management. The principal purposes of the Plan are
      to
      (i) provide an incentive to the Designated Employees to remain in the employ
      of
      the Company, notwithstanding any uncertainty and job insecurity which may be
      created by an actual or prospective Change in Control, (ii) encourage the
      Designated Employees' full attention and dedication to the Company currently
      and
      in the event of any actual or prospective Change in Control, and (iii) provide
      an incentive for the Designated Employees to be objective concerning any
      potential Change in Control and to fully support any Change in Control
      transaction approved by the Board of Directors.




**2.**  **Definitions**




Terms
      not otherwise
      defined in the Plan shall have the meanings set forth in this Section
      2.




(a)  Cash
      Compensation .
      "Cash
      Compensation" shall mean the sum of (i) the higher of the Designated Employee's
      annual base salary (x) at the time the Notice of Termination provided for in
      Section 4(c) of the Plan is given or (y) immediately prior to a Change in
      Control, and (ii) an amount equal to the highest cash bonus paid to the
      Designated Employee under the Company's bonus program for any of such prior
      three years, and (iii) the highest amount contributed as a Company matching
      or
      profit-sharing contribution on behalf of the Designated Employee under the
      Company's 401(k) plan (or any successor plan) for any of the three fiscal years
      immediately preceding the year in which the Date of Termination occurs, and
      (iv)
      the highest amount allocated or accrued (whether or not funded) as a Company
      contribution on behalf of the Designated Employee under the Company's
      supplemental executive retirement plan (or any successor plan) for any of the
      three fiscal years immediately preceding the year in which the Date of
      Termination occurs.




(b)  Cause .
      For purposes of
      the Plan and any agreements entered into pursuant to the Plan only, "Cause"
      shall mean: (i) the conviction by a court of competent jurisdiction of, or
      entry
      of a plea of guilty or of no contest to, any felony involving moral turpitude
      of
      dishonesty, (ii) a willful dereliction of duty or intentional and malicious
      conduct contrary to the best interests of the Company or its business if such
      dereliction of duty or misconduct is not corrected within thirty (30) days
      after
      written notice thereof from the Company, or (iii) a refusal to perform
      reasonable services customarily performed by such Designated Employee (other
      than by reason of a Disability) if such refusal is not corrected within thirty
      (30) days after written notice thereof from the Company; provided, however,
      that
      the Designated Employee shall not be deemed to have been terminated for Cause
      unless and until there shall have been delivered to the Designated Employee
      a
      copy of a resolution duly adopted by the affirmative vote of not less than
      three-quarters of the entire membership of the Company's Board of Directors
      at a
      meeting of the Board called and held for the purpose (after reasonable notice
      to
      the Designated Employee and an opportunity for the Designated Employee, together
      with the Designated Employee's counsel, to be heard before the Board), finding
      that in the good faith opinion of the Board the Designated Employee was guilty
      of the conduct set forth above and specifying the particulars thereof in detail.
      Notwithstanding the foregoing, the Designated Employee shall have the right
      to
      contest his termination for Cause (for purposes of this Agreement) by
      arbitration in accordance with the provisions of the Plan.







(c)  Change
      in
      Control .
      A "Change in
      Control" of the Company shall be deemed to have occurred if (i) there shall
      be
      consummated (x) any consolidation, merger or similar reorganization or other
      transaction involving the Company, other than a transaction in which the holders
      of the Company's Common Stock immediately prior to the transaction have the
      same
      proportionate ownership of common stock of the Company or other surviving
      corporation in the transaction immediately after the transaction, or (y) any
      sale, lease, exchange or other transfer (in one transaction or a series of
      related transactions) of all, or substantially all, of the business and/or
      assets of the Company, or (ii) the stockholders of the Company approve a plan
      or
      proposal for the liquidation or dissolution of the Company, or (iii) any
      "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange
      Act
      of 1934, as amended (the "Exchange Act"), including any group), shall become
      the
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of thirty-five (35%) percent or more of the Company's outstanding
      Common Stock, or (iv) if for any reason a majority of the Board is not comprised
      of "Continuing Directors," where a "Continuing Director" of the Corporation
      as
      of any date means a member of the Board who (x) was a member of the Board two
      years prior to such date and at all times through such date or (y) was nominated
      for election or elected to the Board with the affirmative vote of at least
      two-thirds of the directors who were Continuing Directors at the time of such
      nomination or election; provided , however ,
      that no
      individual initially elected or nominated as a director of the Corporation
      as a
      result of an actual or threatened election contest with respect to directors
      or
      any other actual or threatened solicitation of proxies or consents by or on
      behalf of any person other than the Board shall be deemed to be a Continuing
      Director.




(d)  Code .
      "Code" shall
      refer to the Internal Revenue Code of 1986, as amended from time to
      time.




(e)  Designated
      Employees .
      "Designated
      Employees"' shall refer to those employees of the Company and its Subsidiaries
      who are designated on Schedule A attached hereto and incorporated herein by
      reference ("Schedule A"), and such other employees of the Company and its
      Subsidiaries as the Board of Directors of the Company shall designate from
      time
      to time. The Designated Employees may be divided into certain categories for
      purposes of the Plan as set forth on Schedule A.




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(f)  Good
      Reason .
      A Designated
      Employee's termination of employment with the Company shall be deemed for "Good
      Reason" if any of the following events occur without the Designated Employee's
      express written consent and the Designated Employee provides his Notice of
      Termination upon or within six months after such event occurring:




(i)  The
      assignment to
      the Designated Employee by the Company of duties inconsistent with, or a
      substantial alteration in the nature or status of, the Designated Employee's
      responsibilities immediately prior to a Change in Control of the Company (or
      thereafter if such duties and responsibilities change following a Change in
      Control with the Designated Employee’s consent) other than any such alteration
      primarily attributable to the fact that the Company's securities are no longer
      publicly traded;




(ii)  A
      reduction by the
      Company in the Designated Employee's annual base salary or annual cash bonus
      opportunity as in effect on the date of a Change in Control of the Company
      or as
      in effect thereafter if such base salary and/or bonus opportunity has been
      increased;




(iii)  Any
      failure by the
      Company to continue in effect without substantial change any compensation,
      incentive, welfare or retirement benefit plan or arrangement, as well as any
      plan or arrangement whereby the Designated Employee may acquire securities
      of
      the Company or its publicly traded parent, in which the Designated Employee
      is
      participating at the time of a Change in Control of the Company (or any other
      plans providing the Designated Employee with substantially similar benefits)
      (hereinafter referred to as "Benefit Plans"), or the taking of any action by
      the
      Company which would adversely affect, either as to the past or prospectively,
      the Designated Employee's participation in or materially reduce or deprive
      the
      Designated Employee of the Designated Employee's benefits that were provided
      under any such Benefit Plan at the time of a Change in Control of the Company;
      unless an equitable substitute arrangement (embodied in an ongoing substitute
      or
      alternative Benefit Plan) has been made for the benefit of the Designated
      Employee with respect to the Benefit Plan in question; provided that for
      purposes of the foregoing, "Benefit Plans" shall include, but not be limited
      to,
      the Company's stock option plans, 401 (k) plan, annual bonus plan, long-term
      incentive plan, or any other plan or arrangement to receive and exercise stock
      options or stock appreciation rights, supplemental pension plan, insured medical
      reimbursement plan, automobile benefits, executive financial planning, group
      life insurance plan, personal catastrophe liability insurance, medical, dental,
      accident and disability plans;




(iv)  Relocation
      to any
      place more than 25 miles from the office regularly occupied by the Designated
      Employee prior to the time of a Change in Control, except for required travel
      by
      the Designated Employee on the Company's business to an extent substantially
      consistent with the Designated Employee's business travel obligations at the
      time of a Change in Control of the Company;




3


(v)  Any
      material breach
      by the Company of any provision of the Plan or of any agreement entered into
      pursuant to the Plan or any other material agreement between the Company or
      any
      subsidiary and the Designated Employee; or




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




(g)  Independent
      Director .
      "Independent
      Director" shall have the meaning ascribed to such term in the Company's Rights
      Plan as initially adopted by the Board of Directors.




(h)  Key
      Employee .
      "Key Employee"
      shall have the meaning ascribed to such term in Section 416(i) of the Code
      without regard to paragraph (5) thereof.




**3.**  **Beneficiaries**




Each
      of the
      Designated Employees shall be a beneficiary of the Plan and entitled to receive
      the Benefits set forth herein. The Company and each of the Designated Employees
      will execute an agreement reiterating or incorporating the obligations and
      benefits which arise from the Plan.




**4.**  **Termination
      in Connection with Change in Control**




(a)  Termination
      of
      Employment .
      If a Change in
      Control of the Company shall have occurred while the Designated Employee is
      still an employee of the Company, the Designated Employee shall be entitled
      to
      the compensation provided in Section 5 upon the subsequent termination, within
      three years of such Change in Control, of the Designated Employee's employment
      with the Company unless such termination is as a result of (i) the Designated
      Employee's death; (ii) the Designated Employee's Disability (as defined in
      Section 4(b) below); (iii) the Designated Employee's retirement in accordance
      with the Company's retirement policies; (iv) the Designated Employee's
      termination by the Company for Cause; or (v) the Designated Employee's decision
      to terminate his employment with the Company other than for Good
      Reason. **** In
      addition, if,
      prior to a Change in Control, the Designated Employee's employment with the
      Company shall be terminated other than as a result of one of the circumstances
      enumerated in Section 4(a)(i) through (v), and, within three (3) months
      following the date of such termination of employment, a Change in Control shall
      occur, the Designated Employee shall be entitled to the compensation provided
      in
      Section 5, determined as if the Designated Employee’s employment had so
      terminated following a Change in Control, which compensation shall be reduced
      by
      any other severance compensation previously paid to the Designated Employee
      in
      respect of such termination of employment.




(b)  Disability .
      If, as a result
      of the Designated Employee's incapacity due to physical or mental illness,
      the
      Designated Employee shall have been absent from his duties with the Company
      on a
      full-time basis for six months and the Company thereafter gives the Designated
      Employee thirty (30) day's written notice of its intention to terminate his
      employment, upon the expiration of such thirty (30) day period the Company
      may
      terminate the Designated Employee's employment for "Disability" if the
      Designated Employee shall not have returned to the full-time performance of
      the
      Designated Employee's duties.




4


(c)  Notice
      of
      Termination .
      Any purported
      termination of the Designated Employee's employment by the Company or the
      Designated Employee hereunder shall be communicated by a Notice of Termination
      given to the other party in accordance with the terms of the agreement entered
      into pursuant to the Plan. For purposes of the Plan and any agreement entered
      into pursuant hereto, a "Notice of Termination" shall mean a written notice
      which shall indicate whether or not the termination is as a result of any of
      the
      situations enumerated in Section 4(a) above and which sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for asserting
      that
      the termination of the Designated Employee's employment is or is not under
      the
      provision so indicated.




(d)  Date
      of
      Termination .
      "Date of
      Termination" shall mean (i) if the Designated Employee is terminated by the
      Company for Disability, thirty (30) days after the Notice of Termination is
      given to the Designated Employee (provided that the Designated Employee shall
      not have returned to the performance of the Designated Employee's duties on
      a
      full-time basis during such thirty (30) day period) or (ii) if the Designated
      Employee's employment is terminated by the Company for any other reason or
      by
      the Designated Employee, the date on which a Notice of Termination is
      given.




**5.**  **Severance
      Compensation upon Termination of Employment**




If
      the Designated Employee's employment with the Company shall be terminated other
      than as a result of one of the circumstances enumerated in Section 4(a)(i)
      through (v) of the Plan, then the Company shall, subject to the execution and
      non-revocation of a mutual release of claims by the Designated Employee in
      the
      form set forth on Exhibit A hereto:




(i)  Pay
      to the
      Designated Employee as severance pay in a lump sum, in cash, on or before the
      tenth day following the Date of Termination, an amount equal to the multiple
      specified on Schedule A times the Designated Employee's Cash Compensation;




(ii)  Arrange
      to provide
      the Designated Employee, for the period (or such shorter period as the
      Designated Employee may elect) specified on Schedule A, with health and life
      insurance substantially similar to those insurance benefits which the Designated
      Employee is receiving immediately prior to either (A) the Change in Control
      or
      (B) the Notice of Termination, as elected by the Designated Employee. Benefits
      otherwise receivable by the Designated Employee pursuant to this Section 5(ii)
      shall be reduced to the extent comparable benefits are actually received by
      the
      Designated Employee during such specified period following his termination
      (or
      such shorter period elected by the Designated Employee) from a subsequent
      employer or through self-employment, and any such benefits actually received
      by
      the Designated Employee shall be reported by him to the Company;




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(iii)  Pay
      to the
      Designated Employee a single lump sum payment, on or before the tenth day
      following the Date of Termination, equal to the excess of (x) over (y), where
      (x) is equal to the lump sum present value of the pension benefit that the
      Designated Employee would receive under any pension plan which is or has been
      maintained by the Company and in which the Designated Employee is or was a
      participant (the "Pension Plan"), at his earliest benefit commencement date
      under the Pension Plan computed by increasing his actual number of years of
      credited service performed as of the date of his termination of employment,
      or,
      if earlier, the termination of the Pension Plan, by the number of years
      specified on Schedule A, and (y) is equal to the lump sum present value of
      the
      pension benefit actually payable to the Designated Employee on his earliest
      benefit commencement date under the Pension Plan based on the actual number
      of
      years of credited service performed as of the Designated Employee's Date of
      Termination, or, if earlier, the termination of the Pension Plan. The foregoing
      lump sum present value amounts shall be computed using the actuarial factors
      under the Pension Plan in effect on the Designated Employee's Date of
      Termination or, if earlier, the termination of the Pension Plan;




(iv)  Pay
      to the
      Designated Employee, on or before the tenth day following the Date of
      Termination, an amount equal to the Designated Employee’s target or base bonus
      opportunity for the year in which the Date of Termination occurs under the
      Company’s annual cash-based incentive compensation plan, prorated by multiplying
      such amount by a fraction, the numerator of which shall be the actual number
      of
      days that have elapsed during such year prior to the Date of Termination, and
      the denominator of which shall be 365; and




(v)  Pay
      to the
      Designated Employee, on or before the tenth day following the Date of
      Termination, any gross-up amounts as calculated under Section 6 of the
      Plan.




Notwithstanding
      the
      foregoing, in the event that the multiples set forth on Schedule A for any
      Designated Employee are greater than the number of full years remaining until
      such Designated Employee's agreed upon retirement date or normal retirement
      age
      of 65, the multiples shall be automatically reduced to the number of years
      and/or partial years (measured by months) remaining until said Designated
      Employee's retirement date. In addition, following the expiration of the health
      insurance benefits continuation provided under Section 5(ii), each Designated
      Employee who, at the time of his termination of employment, was an officer
      of
      the Company shall be eligible to participate in the Company's health care plan,
      either on an individual basis or family basis to include his dependent spouse,
      until such time as he becomes eligible to participate in the BMHC Retirement
      Health Care Plan ("Retiree Health Care Plan"), subject to such Designated
      Employee's payment of one-half of the applicable COBRA premiums. If a Designated
      Employee who, at the time of his termination of employment, was an officer
      of
      the Company shall be eligible and elects to participate in the Retiree Health
      Care Plan in accordance with its terms and conditions, such Designated Employee
      shall only be required to pay one-half of the applicable premium under the
      Retiree Health Care Plan.




In
      addition, notwithstanding anything herein to the contrary, to the extent that
      the Board of Directors of the Company determines, in its sole discretion, that
      any payments or benefits to be provided hereunder to or for the benefit of
      a
      Designated Employee who is also a Key Employee would be subject to the
      additional tax imposed under Section 409A(a)(1)(B) of the Code or any other
      taxes or penalties imposed under Section 409A of the Code or a successor or
      comparable provision (the "Section 409A Taxes"), the commencement of such
      payments and/or benefits shall be delayed until the date that is six months
      following the Date of Termination or such earlier date that, as determined
      by
      the Company, is sufficient to avoid the imposition of Section 409A Taxes (such
      date is referred to herein as the "Distribution Date"). In the event that the
      Board of Directors determines that the commencement of any of the benefits
      to be
      provided under Section 5(ii) are to be delayed pursuant to the preceding
      sentence, the Company shall require the Designated Employee to bear the full
      cost of such benefits until the Distribution Date at which time the Company
      shall reimburse the Designated Employee for all such costs. If any payments
      or
      benefits are delayed pursuant to this paragraph, such delayed payments or
      benefits, when paid or reimbursed, shall be increased by an amount equal to
      interest on such payments or reimbursements for the period between the Date
      of
      Termination and the applicable Distribution Date at a rate equal to the prime
      rate in effect as of the Date of Termination plus one point (for this purpose,
      the prime rate will be based on the rate published from time to time in The
      Wall Street Journal ).




6


**6.** **Gross-up
          Payments**




(a)  Gross-up
      in
      Benefits For "Parachute Payment" .
      In the event
      that, as a result of payments in the nature of compensation to or for the
      benefit of a Designated Employee under this Plan or otherwise in connection
      with
      a Change in Control, any state, local or federal taxing authority imposes any
      taxes on the Designated Employee that would not be imposed but for the
      occurrence of a Change in Control, including any excise tax under Section 4999
      of the Code and any successor or comparable provision (other than ordinary
      income and employment taxes imposed on such payments), then, in addition to
      the
      benefits provided for under Sections 5(i) through (iv) or otherwise (including
      Section 6(b)), the Company (including any successor to the Company) shall pay
      to
      the Designated Employee at the time any such amounts are paid an amount equal
      to
      the amount of any such tax imposed or to be imposed on the Designated Employee
      (the amount of any such payment, the "Parachute Tax Reimbursement"). In
      addition, the Company (including any successor to the Company) shall "gross
      up"
      such Parachute Tax Reimbursement by paying to the Designated Employee at the
      same time an additional amount equal to the aggregate amount of any additional
      taxes (whether income taxes, excise taxes, special taxes, additional taxes,
      employment taxes or otherwise) that are or will be payable by the Designated
      Employee as a result of the Parachute Tax Reimbursement being paid or payable
      to
      the Designated Employee and/or as a result of the additional amounts paid or
      payable to the Designated Employee pursuant to this sentence, such that after
      payment of such additional taxes the Designated Employee shall have been paid
      on
      an after-tax basis an amount equal to the Parachute Tax
      Reimbursement.




(b)  Gross-up
      in
      Benefits For Additional Taxes under Section 409A of the Code .
      In the event
      that, as a result of payments to or for the benefit of a Designated Employee
      under this Plan, the Designated Employee is subject to the Section 409A Taxes,
      then, in addition to the benefits provided for under Sections 5(i) through
      (iv)
      or otherwise (including Section 6(a)), the Company (including any successor
      to
      the Company) shall pay to the Designated Employee at the time any such amounts
      are paid an amount equal to the amount of any such Section 409A Tax imposed
      or
      to be imposed on the Designated Employee (the amount of any such payment, the
      "Section 409A Tax Reimbursement"). In addition, the Company (including any
      successor to the Company) shall "gross up" such Section 409A Tax Reimbursement
      by paying to the Designated Employee at the same time an additional amount
      equal
      to the aggregate amount of any additional taxes (whether income taxes, excise
      taxes, special taxes, additional taxes, employment taxes or otherwise) that
      are
      or will be payable by the Designated Employee as a result of the Section 409A
      Tax Reimbursement being paid or payable to the Designated Employee and/or as
      a
      result of the additional amounts paid or payable to the Designated Employee
      pursuant to this sentence, such that after payment of such additional taxes
      the
      Designated Employee shall have been paid on an after-tax basis an amount equal
      to the Section 409A Tax Reimbursement.




7


**7.**  **Arbitration**




The
      Company and, by
      accepting participation in the Plan, each Designated Employee agree that any
      and
      all disputes or controversies arising out of or relating to the Plan, including,
      without limitation, any claim of fraud, any agreement entered into between
      the
      parties pursuant to the Plan or the general validity or enforceability of
      either, shall be governed by the laws of the State of Delaware, without giving
      effect to its conflict of laws provisions, and 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 the applicable Designated Employee 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
      alternative strike names until a single arbitrator remains. The arbitration
      shall be conducted in the city where the Designated Employee's principal office
      was maintained prior to his termination of employment, applying the laws of
      the
      State of Delaware, and the Company and, by accepting participation in the Plan,
      each Designated Employee agree to submit to the jurisdiction of the arbitrator
      selected in accordance with JAMS' rules and procedures. All fees and expenses
      of
      any arbitration, including the Designated Employee's reasonable legal fees
      and
      costs, are to be advanced by the Company. T he
      Company and, by accepting
      participation in the Plan, each Designated Employee further
      agree that
      arbitration as provided in this Section 7 shall 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 ,
      and that the
      award of the arbitrator, which shall include a determination based on relative
      success on the merits as to whom shall bear the Designated Employee's legal
      fees, shall be final and binding on both parties, and nonappealable. 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, except as set forth in this Section 7, each party shall
      be
      responsible for its own attorneys' fees. THE COMPANY AND EACH DESIGNATED
      EMPLOYEE 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.




8


**8.**  **Mitigation
      of Damages; Effect of Plan**




(a)  The
      Designated
      Employee shall not be required to mitigate damages or the amount of any payment
      provided for under the Plan by seeking other employment or otherwise, nor shall
      the amount of any payment provided for under the Plan be reduced by any
      compensation earned by the Designated Employee as a result of employment by
      another employer or by retirement benefits after the Date of Termination, or
      otherwise, except to the extent provided in Section 5(ii) above.




(b)  The
      provisions of
      the Plan, and any payment provided for hereunder, shall not reduce any amounts
      otherwise payable, or in any way diminish the Designated Employee's then
      existing rights, or rights which would accrue solely as a result of the passage
      of time, under any Benefit Plan, employment agreement or other contract, plan
      or
      arrangement.




**9.**  **Funding
      Upon Change in Control**




(a)  Immediately
      prior
      to the occurrence of a Change in Control, the Board of Directors of the Company
      shall have the discretion to direct the Company to fund, to the extent it has
      not done so, a sum equal to the present value on the date of the Change in
      Control (determined using an interest rate equal to the short-term applicable
      federal rate (with annual compounding) established under Section 1274(d) of
      the
      Code for the month in which the Change in Control occurs) of any amounts that
      are or would reasonably be expected to become payable to the Designated
      Employees under the Plan (including a good faith estimate of expenses of the
      trust in the event that the Company does not timely pay such expenses) by
      establishing and irrevocably funding a trust for the benefit of the Designated
      Employees. The trustee of such trust shall be instructed to pay out any such
      amounts as and to the extent such amounts become payable in accordance with
      the
      terms of the Plan.




(b)  The
      trust
      established under this Section 9 shall be a grantor trust described in Section
      671 of the Code. The Company shall be solely responsible for and shall directly
      pay all fees and expenses of the trust; provided, however, in the event that
      the
      Company does not pay all of the fees and expenses of the trust, the trustee
      shall have the authority to pay such fees from the assets of the
      trust.




(c)  Any
      payments of
      severance or other benefits by the trust established pursuant to this Section
      9
      shall, to the extent thereof, discharge the Company’s obligation to pay
      severance and other benefits under the Plan, it being the intent of the Company
      that the assets in such trust be held for the purpose of discharging any
      obligation of the Company to pay severance and other benefits under the
      Plan.




(d)  The
      trust
      established under this Section 9 shall not terminate until the date on which
      all
      payments and benefits to be funded out of the trust have been satisfied and
      discharged in full. Upon termination of the trust any assets remaining in the
      trust shall be returned to the Company.




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**10.**  **Term;
      Amendments; No Effect on Employment Prior to Change in
      Control**




(a)  The
      Plan shall have
      successive two-year terms which shall be automatically renewed unless prior
      to a
      Change in Control and prior to the applicable automatic renewal date action
      is
      taken by the Board of Directors of the Company to terminate the Plan effective
      as of a renewal date. The Plan may also be amended from time to time by the
      Board of Directors of the Company; provided, however, that such amendments
      (other than amendments that are (i) intended to ensure compliance with
      applicable law or (ii) are favorable to the Designated Employees) may only
      be adopted prior to a Change in Control and shall only be effective on and
      after
      the applicable renewal date, in both cases unless agreed to and approved by
      the
      Designated Employee. Notwithstanding the foregoing, the Plan shall terminate
      three years from the date of a Change in Control and shall terminate as to
      any
      Designated Employee participating in the Plan upon the termination of the
      Designated Employee's employment with the Company based on death, Disability
      (as
      defined in Section 3(b)), mandatory retirement or Cause (as defined in Section
      1(b)) or by the Designated Employee other than for Good Reason (as defined
      in
      Section 1(e)). Termination or amendment of the Plan shall not affect any
      obligation of the Company under the Plan which has accrued and is unpaid as
      of
      the effective date of the termination or amendment. Unless and until a Change
      in
      Control shall have occurred, a Designated Employee shall not have any vested
      rights under the Plan or any agreement entered into pursuant to the
      Plan.




(b)  Nothing
      in the Plan
      or any agreement entered into pursuant to the Plan shall confer upon the
      Designated Employee any right to continue in the employ of the Company prior
      to
      a Change in Control of the Company or shall interfere with or restrict in any
      way the rights of the Company, which are hereby expressly reserved, to discharge
      the Designated Employee at any time prior to the date of a Change in Control
      of
      the Company for any reason whatsoever, with or without cause.




(c)  Notwithstanding
      anything herein or in any agreement entered into pursuant to the Plan to the
      contrary, the Board of Directors of the Company may, in its sole discretion,
      amend the Plan (which amendment shall be effective upon its adoption or at
      such
      other time designated by the Board of Directors) at any time prior to a Change
      in Control as may be necessary to avoid the imposition of the additional tax
      under Section 409A(a)(1)(B) of the Code; provided, however, that any such
      amendment shall be implemented in such a manner as to preserve, to the greatest
      extent possible, the terms and conditions of the Plan as in existence
      immediately prior to any such amendment.




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