Exhibit 10.25





**BUILDING
      MATERIALS HOLDING CORPORATION**


**2004
      AMENDED INCENTIVE AND PERFORMANCE PLAN**


As
      of May 1,
      2007




**Section 1.**
            **Purpose
                of Plan****.**




The
      purpose of this
      2004 Incentive and Performance Plan (the " **Plan** ")
      of Building
      Materials Holding Corporation (the " **Company** "),
      is to enable
      the Company to attract, retain and motivate its employees, directors,
      independent contractors and consultants by providing for or increasing the
      proprietary interests of such employees, directors, independent contractors
      or
      consultants in the Company. All share references in the Plan have been adjusted
      to reflect the two-for-one split in the Company's Common Stock effected in
      February 2006.




**Section 2.**
            **Persons
                Eligible Under Plan****.**




Any
      employee,
      director, independent contractor or consultant (each, a " **Participant** ")
      of the Company
      or any of its direct or indirect subsidiaries, or any of its affiliates, or
      any
      corporation or other legal entity that becomes a subsidiary after the adoption
      of this Plan (each, a " **Subsidiary** "),
      shall be
      eligible to be considered for the grant of Awards under this Plan, provided
      that
      Incentive Stock Options may only be granted to employees of the Company or
      any
      Subsidiary and provided, further, that Eligible Directors shall only be eligible
      for Awards pursuant to Section 4.5 of the Plan.




**Section 3.**
            **Awards****.**




3.1  On
      behalf of the
      Company, the Committee is hereby authorized to enter into any type of
      arrangement with a Participant that is not inconsistent with the provisions
      of
      this Plan and that, by its terms, involves or might involve the issuance of
      common stock, par value $0.001, of the Company (the " **Common
      Stock** ")
      or is an Annual
      Incentive Award. The entering into of any such arrangement is referred to herein
      as the " **grant** "
      of an
      " **Award** ."




3.2  Awards
      are not
      restricted to any specified form or structure and may include, without
      limitation, sales or bonuses of stock, restricted stock, stock options, other
      rights to acquire stock, securities convertible into or redeemable for stock,
      stock appreciation rights, phantom stock, performance units or performance
      shares, and cash, and an Award may consist of one such security or benefit,
      or
      two or more of them in tandem or in the alternative.




3.3  Awards
      may be
      issued, and shares of Common Stock may be issued pursuant to an Award, for
      any
      lawful consideration as determined by the Committee, including, without
      limitation, services rendered by the recipient of such Award.




3.4  Awards
      shall be
      granted subject to the terms, conditions and restrictions contained in an Award
      agreement (an " **Award
      Agreement** ")
      between the
      Participant and the Company. Subject to the provisions of this Plan, the
      Committee, in its sole and absolute discretion, shall determine all of the
      terms
      and conditions of each Award granted under this Plan, which terms and conditions
      may include, among other things:




3.4.1  a
      provision
      permitting the recipient of such Award, including any recipient who is an
      officer of the Company, to pay the purchase price of the shares of Common Stock
      or other property issuable pursuant to such Award, and such recipient's tax
      withholding obligation, if any, with respect to such issuance, in whole or
      in
      part, by any one or more of the following:


1




3.4.1.1  the
      delivery of
      cash;




3.4.1.2  the
      delivery of
      other property deemed acceptable by the Committee;




3.4.1.3  the
      delivery of
      previously owned shares of capital stock of the Company; or




3.4.1.4  a
      reduction in the
      amount of Common Stock or other property otherwise issuable pursuant to such
      Award.




3.4.2  a
      provision
      conditioning or accelerating the receipt of benefits pursuant to such Award,
      either automatically or in the discretion of the Committee, upon the occurrence
      of specified events, including, without limitation, a Change of Control of
      the
      Company or the termination of the employment of the Participant. A "Change
      in
      Control" of the Company shall be deemed to have occurred if (i) there shall
      be
      consummated (x) any consolidation or merger of the Company in which the Company
      is not the continuing or surviving corporation or pursuant to which shares
      of
      the Company's Common Stock are to be converted into cash, securities or other
      property, other than a merger of the Company in which the holders of the
      Company's Common Stock immediately prior to the merger have the same
      proportionate ownership of common stock of the surviving corporation immediately
      after the merger, 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 fifty (50%) 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.




3.4.3  provisions
      relating
      to the status of an Award as an incentive stock option (an " **Incentive
      Stock Option** ")
      under
      Section 422 of the Internal Revenue Code of 1986, as amended (the
      " **Code** "),
      including but
      not limited to:




3.4.3.1  a
      requirement that
      the exercise price for each Incentive Stock Option granted hereunder shall
      be
      not less than one hundred percent (100%) of the Fair Market Value (as defined
      in
      this Plan) of the Common Stock on the date such Award is granted to a
      Participant (110% if the Participant owns, directly or indirectly through the
      application of the attribution rules of Section 424(d) of the Code, stock
      possessing more than 10% of the total combined voting power of all classes
      of
      stock of the Company, its parent and any Subsidiary);




3.4.3.2  a
      provision that
      any Incentive Stock Option granted under this Plan shall by its terms be
      nontransferable by the Participant other than by will or the laws of descent
      and
      distribution (in which case such descendant or beneficiary shall be subject
      to
      all terms of the Plan applicable to Participants) and is exercisable during
      the
      Participant's lifetime only by the Participant or by the Participant's guardian
      or legal representative in the event of the Participant's death or
      disability;




3.4.3.3  a
      provision that
      for so long as required under Section 422 of the Code and the regulations
      promulgated thereunder, during the term of the Plan, the aggregate Fair Market
      Value of the Common Stock with respect to which Incentive Stock Options are
      first exercisable by a Participant under this Plan and all other plans of the
      Company, its parent or any Subsidiary during any calendar year shall not exceed
      $100,000 and options in excess of such amount shall be treated as non-qualified
      stock options. For the purpose of this paragraph, the Fair Market Value of
      the
      Common Stock shall be determined at the time the Incentive Stock Option is
      granted;


2




3.4.3.4  a
      requirement that
      any stock option may not be exercised after the expiration of seven years from
      the date such stock option is granted to a Participant; and




3.4.3.5  a
      provision that
      the Participant must notify the Company in writing of any sale or other
      disposition of shares of Common Stock acquired pursuant to an Incentive Stock
      Option if such sale or other disposition occurs (i) within two years of the
      grant of the Incentive Stock Option or (ii) within one year of the issuance
      of the shares of Common Stock to the Participant.




3.4.4  a
      right to
      repurchase the Common Stock acquired upon exercise of an Award if Participant's
      employment or association with the Company or any Subsidiary is terminated
      for
      any reason, or in other circumstances, at either the exercise price thereof
      or
      the Fair Market Value thereof on the last day of the month preceding the month
      in which such termination or other circumstance occurs; provided , however ,
      that if the right
      to repurchase is at the exercise price thereof, such repurchase right shall
      lapse at the rate of at least 20% of the shares per year over five years from
      the date the Award is granted. Such repurchase right shall be exercised for
      cash
      or cancellation of purchase money indebtedness for the shares within 90 days
      of
      termination of employment (or in the case of securities issued upon exercise
      of
      Awards after the date of termination, within 90 days after the date of
      exercise). Each certificate representing Common Stock subject to such provisions
      shall bear a legend to the effect that such shares are subject to certain
      repurchase rights of the Company.







3.4.5  a
      provision that
      upon a termination of employment for cause, the Participant will not be entitled
      to exercise or vest in any Award or other rights at any time after such
      termination. For purposes of this Plan, " **cause** "
      is defined as:
      (i) an act of dishonesty or willful misconduct; (ii) a breach of fiduciary
      duty
      owed to the Company, any Subsidiary or its stockholders involving personal
      profit or any other material breach of fiduciary duty; (iii) an act of fraud,
      embezzlement, malfeasance or misappropriation of Company property or any
      Subsidiary's property; (iv) a conviction of an illegal act or felony, or use
      of
      illegal drugs or controlled substances; or (v) a willful failure to perform
      reasonable duties, responsibilities or instructions from the Company or any
      Subsidiary. or





3.4.6  a
      provision
      entitling a Participant or Permitted Transferee to exercise Awards other than
      Incentive Stock Options after retirement as follows:





3.4.6.1  Retirement
      After
      Age 55 .
      A Participant
      shall be entitled to exercise any of the Participant’s Awards other than
      Incentive Stock Options for a period of thirty-six (36) months from the date
      of
      such Participant’s retirement from employment after age 55 in accordance with
      the Company’s then-current retirement policy (or the then-current retirement
      policy of any parent or Subsidiary, if applicable), to the extent the
      Participant was entitled to exercise such Award on the date of the Participant’s
      retirement, and provided that the actual date of exercise is in no event after
      the expiration of the term of the Award. In the event that a Participant intends
      to retire from employment after age 55 and such Participant is the holder of
      one
      or more Incentive Stock Options, then such Participant shall be entitled, for
      a
      period of sixty (60) days ending on the date which is six (6) months prior
      to
      the Participant’s date of retirement, to elect to convert one or more Incentive
      Stock Options into non-statutory stock options by written request received
      by
      the Company within such sixty (60) day period and, thereafter, such newly
      converted non-statutory stock options shall be subject to the thirty-six (36)
      month exercise period set forth herein; provided that, such Participant actually
      retires on his or her retirement date. In the event a Participant fails to
      convert any Incentive Stock Option hereunder, then such Incentive Stock Options
      shall be governed by the provisions of Section 3.5.5 below.




3.4.6.2  Retirement
      at
      Age 60 or Older .
      A Participant
      shall be entitled to exercise any of the Participant’s Award according to the
      same provisions as stated in Section 3.4.2, except, that the Awards held by
      a Participant who retires at age 60 or older are also subject to the following
      accelerated vesting: In cases where a Participant retires at age 60 or older,
      with at least 15 years of service with the Company and predecessor companies,
      50% of their unvested Awards at the date of retirement automatically vest and
      an
      additional 5% of their unvested Awards vest for each year of service beyond
      15
      years. In cases of Participants retiring at age 60 or older with 25 or more
      years of service all unvested Awards vest.


3




3.5  Any
      Award to
      acquire shares of Common Stock granted under this Plan shall comply with the
      following provisions:




3.5.1  the
      exercise price
      per share of Common Stock shall not be less than, in the case of stock options,
      100% of the Fair Market Value of a share of Common Stock at the time the option
      is granted, except that the exercise price of an Incentive Stock Option shall
      be
      110% of the Fair Market Value in the case of any person who owns, directly
      or
      indirectly through the application of the attribution rules of Section 424(d)
      of
      the Code, stock possessing more than 10% of the total combined voting power
      of
      all classes of stock of the Company, its parent and any Subsidiary;




3.5.2  the
      exercise period
      of the Award shall not be more than 60 months from the date the Award is
      granted;




3.5.3  the
      Award shall be
      nontransferable other than by will or the laws of descent and distribution;
      provided, however, that the transfer by a Participant to a trust created by
      the
      Participant for the benefit of the Participant or the Participant's family
      which
      is revocable at any and all times during the Participant's lifetime by the
      Participant and as to which the Participant is the sole trustee during his
      or
      her lifetime, will not be deemed to be a transfer for purposes of this Plan.
      In
      addition, under such rules and regulations as the Committee may establish
      pursuant to the terms of this Plan, a beneficiary may be designated with respect
      to an Award in the event of the death of a Participant. If the estate of the
      Participant is the beneficiary with respect to such grant, any rights with
      respect to such grant may be transferred to the person or entity (including
      a
      trust) entitled thereto under the will of such Participant or pursuant to the
      laws of descent and distribution. Notwithstanding the foregoing, the Committee
      may, in its discretion, authorize all or a portion of any Award to be granted
      to
      a Participant to be on terms which permit transfer by such Participant to
      (i) the spouse, children or grandchildren of the Participant (collectively,
      the " **Immediate
      Family Members** "),
      (ii) a
      trust or trusts for the exclusive benefit of such Immediate Family Members,
      (iii) a partnership in which such Immediate Family Members are the only
      partners, or (iv) any other person or entity that the Committee, in its
      discretion, may permit (collectively, when so approved by the Committee, a
      " **Permitted
      Transferee** ");
      provided that
      (1) such Award is not an Incentive Stock Option, (2) the Award
      Agreement pursuant to which such Award is granted is approved by the Committee,
      and expressly provides for transferability in a manner consistent with this
      Section 3.5.3, and (3) subsequent transfers of transferred Awards are
      prohibited except those in accordance with this Section 3.5.3. Following
      transfer, any such Award shall continue to be subject to the same terms and
      conditions as were applicable immediately prior to transfer, provided that
      for
      purposes of this Section 3.5.3, Section 10 and Section 13 hereof,
      the term "Participant" shall be deemed to refer to the Permitted Transferee.
      In
      addition, any provisions regarding termination of employment pursuant to
      Section 3.4.2, Section 3.4.4, Section 3.4.5, Section 3.4.6 or
      Section 3.5.5 hereof shall continue to be applied with respect to the
      original Participant. Following termination of a Participant, Awards shall
      be
      exercisable by the Permitted Transferee only to the extent, and for the periods
      specified in, Section 3.4.5 or Section 3.5.5, as applicable. Unless
      otherwise required by this Plan, the Company shall have no obligation to notify
      the Permitted Transferee as to events that may affect the exercisability or
      expiration of any Award, including, without limitation, the original
      Participant's termination of employment or association with the Company or
      any
      Subsidiary. Before any transfer becomes effective, the intended transferee
      (or
      his or her parents or legal guardians or agents) must execute an assumption
      agreement describing the rights and obligations of the intended transferee
      including, without limitation, who has the power to exercise the Award (if
      the
      intended transferee is a minor, partnership, trust or corporation or otherwise
      is not readily apparent who has the authority to exercise such option), who
      is
      responsible for taxes and to whom notices are to be delivered;




3.5.4  except
      as otherwise
      provided herein, in the case of an Award granted to persons other than officers
      or consultants of the Company or its affiliates, the Award's vesting period
      shall be at least 20% per year over five years from the date the Award is
      granted, subject to reasonable conditions including, without limitation,
      continued employment; in the case of an Award granted to officers or consultants
      of the Company or its affiliates, the Award shall vest at any time or during
      any
      period established by the Committee;


4




3.5.5  unless
      employment
      is terminated for cause (as defined above), and subject to Section 3.4.6, the
      Participant shall be entitled to exercise his or her Awards after termination
      of
      employment as follows:




3.5.5.1  at
      least six (6)
      months from the date of termination if termination was caused by death or
      disability within the meaning of Section 22(e)(3) of the Code;
      and




3.5.5.2  at
      least thirty
      (30) days from the date of termination if termination was caused by other than
      death or disability;




3.5.6  all
      Participants
      shall be provided with financial statements at least annually unless all
      Participants are key employees of the Company whose duties in connection with
      the Company assure them the equivalent information; and




3.5.7  any
      stock option
      shall be clearly identified as to its status as an "Incentive Stock Option"
      or a
      "non-qualified stock option."




3.6  Notwithstanding
      anything to the contrary herein, in no event may the Committee (i) amend
      the terms of any Award to provide for a lower exercise price after the date
      of
      grant of such Award, or (ii) issue new Awards in exchange for the
      cancellation of outstanding Awards, unless approved by a majority of the
      Company's stockholders.




**Section
                4**
            **Terms
                of
                Awards Other Than Stock Options.**




4.1  Stock
      Appreciation Rights .
“ Stock
      Appreciation Right ”
means
      any right
      granted to a Participant to receive, upon exercise by the Participant, the
      excess of (a) the Fair Market Value of one share of Common Stock on the date
      of
      exercise or, if the Committee shall so determine, at any time during a specified
      period before the date of exercise over (b) the grant price of the right on
      the
      date of grant, or if granted in connection with an outstanding stock option
      on
      the date of grant of the related stock option, as specified by the Committee
      in
      its sole discretion, which shall not be less than 100% of the Fair Market Value
      of one share of Common Stock on such date of grant of the right or the related
      stock option, as the case may be. Any payment by the Company in respect of
      such
      right may be made in, cash, shares of Common Stock, other property or any
      combination thereof, as the Committee, in its sole discretion, shall determine.
      Stock Appreciation Rights may be granted hereunder to Participants either alone
      or in addition to other Awards granted under the Plan and may, but need not,
      relate to a specific stock option. The provisions of Stock Appreciation Rights
      need not be the same with respect to each recipient. Any Stock Appreciation
      Right related to a stock option may be granted at the same time such stock
      option is granted or at any time thereafter before exercise or expiration of
      such stock option. In the case of any Stock Appreciation Right related to any
      stock option, the Stock Appreciation Right or applicable portion thereof shall
      terminate and no longer be exercisable upon the termination or exercise of
      the
      related stock option, except that a Stock Appreciation Right granted with
      respect to less than the full number of shares of Common Stock covered by a
      related option shall not be reduced until the exercise or termination of the
      related stock option exceeds the number of shares of Common Stock not covered
      by
      the Stock Appreciation Right. Any stock option related to any Stock Appreciation
      Right shall no longer be exercisable to the extent the related Stock
      Appreciation Right has been exercised. The Committee may impose such conditions
      or restrictions on the exercise of any Stock Appreciation Right as it shall
      deem
      appropriate.




4.2  Restricted
      Stock .
“ Restricted
      Stock ”
means
      any share
      of Common Stock issued with the contingency or restriction that the holder
      may
      not sell, transfer, pledge or assign such share of Common Stock and with such
      other contingencies or restrictions as the Committee, in its sole discretion,
      may impose (including, without limitation, any contingency or restriction on
      the
      right to vote such share of Common Stock and the right to receive any cash
      dividends), which contingencies and restrictions may lapse separately or in
      combination, at such time or times, in installments or otherwise, as the
      Committee may deem appropriate.


5




4.2.1 Issuance .
      A Restricted
      Stock Award shall be subject to contingencies or restrictions imposed by the
      Committee during a period of time specified by the Committee (the “ **Restricted
      Period** ”).
      Restricted
      Stock Awards may be issued hereunder to Participants, for no cash consideration
      or for such minimum consideration as may be required by applicable law, either
      alone or in addition to other Awards granted under the Plan. The provisions
      of
      Restricted Stock Awards need not be the same with respect to each recipient.
      Awards of Restricted Stock may be made without regard to the Fair Market Value
      of the shares of Common Stock, provided, however, that Awards of Restricted
      Stock may not exceed 25% of the maximum number of shares subject to Awards
      in
      any calendar year.




4.2.2 Forfeiture .
      Except as
      otherwise determined by the Committee at the time of grant or thereafter, upon
      termination of employment for any reason during the Restricted Period, all
      shares of Restricted Stock still subject to contingency or restriction shall
      be
      forfeited by the Participant and reacquired by the Company. Non-restricted
      shares, evidenced in such manner as the Committee shall deem appropriate, shall
      be issued to the Participant promptly after the Restricted Period, as determined
      or modified by the Committee, shall expire.




4.2.3 Minimum
      Vesting
      Condition .
      The minimum
      Restricted Period applicable to any Restricted Stock Award that is not subject
      to performance conditions restricting transfer shall be three (3) years from
      the
      date of grant; provided, however, that a Contingency Period of less than three
      (3) years may be approved for such Awards with respect to up to 10,000 shares
      of
      Common Stock under the Plan.




4.3  Performance
      Awards . “ Performance
      Award ”
means
      any Award
      of Performance Shares or Performance Units. Performance Awards may be granted
      hereunder to Participants, for no cash consideration or for such minimum
      consideration as may be required by applicable law, without regard to the Fair
      Market Value of the shares of Common Stock, either alone or in addition to
      other
      Awards granted under the Plan. The performance criteria to be achieved during
      any Performance Period and the length of the Performance Period shall be
      determined by the Committee upon the grant of each Performance Award. Except
      as
      for Awards that are accelerated in connection with a Change of Control,
      Performance Awards will be paid only after the end of the relevant Performance
      Period. Performance Awards may be paid in cash, shares of Common Stock, other
      property or any combination thereof, in the sole discretion of the Committee,
      at
      the time of payment. The performance levels to be achieved for each Performance
      Period and the amount of the Award to be paid shall be conclusively determined
      by the Committee. Performance Awards may be paid in a lump sum or in
      installments following the close of the Performance Period or, in accordance
      with procedures established by the Committee, on a deferred basis. “ **Performance
      Period** ”
means
      that period
      established by the Committee at the time any Performance Award is granted or
      at
      any time thereafter during which any performance goals specified by the
      Committee with respect to such Award are to be measured. A Performance Period
      may not be less than one year. “ **Performance
      Share** ”
means
      any grant
      of a unit valued by reference to a designated number of shares of Common Stock,
      which value may be paid to the Participant by delivery of such property as
      the
      Committee shall determine, including, without limitation, cash, shares of Common
      Stock or any combination thereof, upon achievement of such performance goals
      during the Performance Period as the Committee shall establish at the time
      of
      such grant or thereafter. “ **Performance
      Unit** ”
means
      any grant
      of a unit valued by reference to a designated amount of property other than
      shares of Common Stock, which value may be paid to the Participant by delivery
      of such property as the Committee shall determine, including, without
      limitation, cash, shares of Common Stock or any combination thereof, upon
      achievement of such performance goals during the Performance Period as the
      Committee shall establish at the time of such grant or thereafter.




4.4  Other
      Stock Unit
      Awards .
      Other Awards of
      shares of Common Stock and other Awards that are valued in whole or in part
      by
      reference to, or are otherwise based on, shares of Common Stock or other
      property (“ **Other
      Stock
      Unit Awards** ”)
      may be granted
      hereunder to Participants, either alone or in addition to other Awards granted
      under the Plan. Other Stock Unit Awards may be granted hereunder to
      Participants, for no cash consideration or for such minimum consideration as
      may
      be required by applicable law, without regard to the Fair Market Value of the
      shares of Common Stock, either alone or in addition to other Awards granted
      under the Plan. Other Stock Unit Awards may be paid in shares of Common Stock,
      cash or any other form of property as the Committee shall determine. Subject
      to
      the provisions of the Plan, the Committee shall have sole and complete authority
      to determine the Participants of the Company and its Subsidiaries to whom,
      and
      the time or times at which, such Awards shall be made, the number of shares
      of
      Common Stock to be granted pursuant to such Awards and all other conditions
      of
      the Awards. The provisions of other Stock Unit Awards need not be the same
      with
      respect to each recipient.


6




4.5  Non-Discretionary
      Grants to Non-Employee Directors .
      Shares of Common
      Stock will be automatically issued to Eligible Directors as
      follows:





4.5.1  Annual
      Issuances .
      On each Annual
      Issue Date, immediately after the annual election of directors, the Company
      shall issue to each Eligible Director then in office a number of shares of
      Common Stock equal to Fifty Thousand Dollars ($50,000) divided by the
      closing price on the relevant Annual Issue Date of one share of Common Stock
      on
      the New York Stock Exchange, rounded up to the nearest 100 shares, for a
      purchase price of $0.01 per Share.





4.5.2  Termination
      of
      Membership on the Board .
      If an Eligible
      Director's membership on the Board terminates for any reason, no further shares
      of Common Stock shall be issued under this Plan to such Eligible Director on
      or
      after such date of termination.




4.5.3  Certain
      Definitions .
      " **Annual
      Issue Date** "
      shall mean the
      date of the Company's Annual Meeting of Shareholders. " **Eligible
      Director** "
      shall mean any
      person who is a member of the Board of Directors and who is not a full or
      part-time employee of the Company or of any parent or subsidiary corporation
      (as
      defined in Section 424 of the Code) of the Company, and who has not been an
      employee of the Company or of any parent or Subsidiary of the Company within
      one
      (1) year prior to participation in this Plan.




4.6  Annual
      Incentive
      Awards .
      Annual Incentive
      Awards are granted to senior executive officers of the Company based on the
      attainment of performance goals specified by the Committee. The Award period
      for
      an Annual Incentive Award is a fiscal year. No more than ninety (90) days after
      the beginning of each Award period, the Committee shall establish in writing
      the
      specific performance goals to be achieved, and the formula pursuant to which
      the
      amount of the Annual Incentive Award (equal to a specified percentage of a
      Participant's salary) shall be determined based on the attainment of specified
      levels of the applicable performance goals. The formula may take into account
      performance goals achieved in prior years. To the extent that an Annual
      Incentive Award is intended to qualify as "performance-based compensation"
      within the meaning of Section 162(m) of the Code, it shall not, when combined
      with other "performance-based compensation" (excluding any such compensation
      received pursuant to an option or stock appreciation right granted under this
      Plan) exceed $5,000,000 in any given Award period. Performance goals shall
      be
      based on one or any combination of the following business criteria: revenue;
      net
      income or net income per share; earnings before interest, taxes, depreciation
      and amortization; return on sales; return on assets; return on shareholders’
equity; cash flow; economic value added; cumulative operating income; return
      on
      investment; total shareholders’ return; cost reductions; or achievement of
      environment and health and safety goals of the Company or a Subsidiary or
      business unit of the Company or a Subsidiary for or within which the Participant
      primarily is employed. As soon as practical after the conclusion of each fiscal
      year, the Committee shall determine whether, and the extent to which, the
      performance goals for such fiscal year have been satisfied and the level of
      the
      Annual Incentive Award that has been earned. Payment of earned Annual Incentive
      Awards shall be made in cash.




**Section 5.**
            **Stock
                Subject to Plan****.**




5.1  Subject
      to
      adjustment as provided in Section 8, at any time, the aggregate number of
      shares of Common Stock issued and issuable pursuant to all Awards (including
      all
      Incentive Stock Options) granted under this Plan shall not exceed Two Million
      Four Hundred Thousand (2,400,000) shares, as adjusted for any stock splits
      or dividends; and provided further that adjustments pursuant to Section 8
      with respect to Incentive Stock Options issued under this Plan, shall be limited
      to those that will not adversely affect the status of options as Incentive
      Stock
      Options. The share reserve set forth in this Section 5.1 along with all other
      share references in the Plan has been adjusted to reflect the two-for-one split
      in the Company's Common Stock effected in February 2006.


7




5.2  For
      purposes of
      Section 5.1 of this Plan, the aggregate number of shares of Common Stock
      issued and issuable pursuant to Awards granted under this Plan shall at any
      time
      be deemed to be equal to the sum of the following:




5.2.1  the
      number of
      shares of Common Stock that were issued prior to such time pursuant to Awards
      granted under this Plan, other than shares of Common Stock that were
      subsequently reacquired by the Company pursuant to the terms and conditions
      of
      such Awards and with respect to which the holder thereof received no benefits
      of
      ownership, such as dividends; plus




5.2.2  the
      maximum number
      of shares of Common Stock that are or may be issuable at or after such time
      pursuant to Awards granted under this Plan prior to such time.




5.3  For
      clarification
      purposes, if an Award expires or becomes unexercisable without having been
      exercised in full, or is surrendered or exchanged, the unpurchased shares of
      Common Stock which were subject thereto shall become available for future grant
      under the Plan (unless the Plan has terminated); provided , however ,
      that shares of
      Common Stock that have actually been issued under the Plan shall not be returned
      to the Plan and shall not become available for future distribution under the
      Plan, unless they are repurchased by the Company at their original purchase
      price.




5.4  The
      aggregate
      number of shares of Common Stock subject to Awards granted to any one
      Participant in any one year shall not exceed Four Hundred
      Thousand (400,000) shares. Such number shall be subject to adjustment as
      provided in Section 8; provided , however ,
      that to the
      extent the Committee deems necessary, adjustments pursuant to Section 8
      shall be limited to those that will not adversely affect the status of Awards
      as
      "performance-based compensation" within the meaning of Section 162(m) of the
      Code.




**Section 6.**
            **Duration
                of Plan****.**




No
      Awards shall be made under this Plan after February 10, 2011. Although shares
      of
      Common Stock may be issued after February 10, 2011 pursuant to Awards made
      on or
      prior to such date, no shares of Common Stock shall be issued under this Plan
      after February 10, 2018 (the " **Termination
      Date** ").




**Section 7.**
            **Administration
                of Plan****.**




7.1  This
      Plan shall be
      administered by the Compensation Committee (the " **Committee** ")
      of the Board of
      Directors consisting of two or more directors, who are independent directors
      (as
      determined in accordance with the rules of the New York Stock Exchange). With
      respect to any Awards intended to qualify for the "performance-based
      compensation" exception in Section 162(m) of the Code, the Committee shall,
      to the extent necessary, consist of two or more directors, each of whom is
      an
      "outside director" within the meaning of Section 162(m) of the Code and
      such Award shall not be subject to Board approval. With respect to any Award
      subject to, and intended to be exempt from, Section 16 of the Exchange Act,
      such Award shall be granted in accordance with the provisions of Rule 16b-3
      of the Rules promulgated under the Exchange Act.


8




7.2  Subject
      to the
      provisions of this Plan, the Committee shall be authorized and empowered to
      do
      all things necessary or desirable in connection with the administration of
      this
      Plan, including, without limitation, the following:




7.2.1  adopt,
      amend and
      rescind rules and regulations relating to this Plan;




7.2.2  determine
      which
      persons are Participants and to which of such Participants, if any, Awards
      shall
      be granted hereunder;




7.2.3  grant
      Awards to
      Participants and determine the terms and conditions thereof, including the
      number of shares of Common Stock issuable pursuant thereto;




7.2.4  accelerate
      the
      exercisability of an Award or extend the period during which an owner of an
      Award may exercise his or her rights under such Award (but not beyond the
      Termination Date);




7.2.5  determine
      whether,
      and the extent to which adjustments are required pursuant to Section 8
      hereof; and




7.2.6  interpret
      and
      construe this Plan and the terms and conditions of any Award granted this
      Plan.




Notwithstanding
      anything in this Section 7 to the contrary, the Committee shall not be empowered
      or entitled to take any action or exercise any discretion that would cause
      an
      Award intended to qualify as "performance-based compensation" within the meaning
      of Section 162(m) of the Code to fail such qualification.




**Section 8.**
            **Adjustments****.**




If
      the outstanding securities of the class then subject to this Plan are increased,
      decreased or exchanged for or converted into cash, property or a different
      number or kind of securities, or if cash, property or securities are distributed
      in respect of such outstanding securities, in either case as a result of a
      reorganization, merger, consolidation, recapitalization, restructuring,
      reclassification, dividend (other than cash dividends) or other distribution,
      stock split, reverse stock split or the like, or if substantially all of the
      property and assets of the Company are sold, then the Committee shall make
      appropriate and proportionate adjustments in (i) the number, exercise price
      and type of shares or other securities or cash or other property, as applicable,
      that may be acquired pursuant to Incentive Stock Options and other Awards
      theretofore granted under this Plan, (ii) the maximum number and type of
      shares or other securities that may be issued pursuant to Incentive Stock
      Options and other Awards thereafter granted under this Plan, and (iii) the
      maximum number of shares of Common Stock that may be subject to Awards granted
      during any twelve-month period to any Participant, as provided in
      Section 5.4 hereof; provided , however ,
      that no
      adjustment shall be made to the number of shares of Common Stock that may be
      acquired pursuant to outstanding Incentive Stock Options or the maximum number
      of shares of Common Stock with respect to which Incentive Stock Options may
      be
      granted under this Plan to the extent such adjustment would result in such
      options being treated as other than Incentive Stock Options; provided , further ,
      that no such
      adjustment shall be made to the extent the Committee determines that such
      adjustment would result in the disallowance of a federal income tax deduction
      for compensation attributable to Awards hereunder by causing such compensation
      to be other than "performance-based compensation" within the meaning of Section
      162(m)(4)(C) of the Code.




**Section 9.**
            **Code
                Section 162(m) Provisions****.**




9.1  Application
      of
      Section .
      Notwithstanding
      any other provision of this Plan, this Section 9 shall apply to any Award of
      Restricted Stock, Performance Award, or Other Stock Unit Award that is granted
      to a Participant who is, or who is likely to be as of the end of the tax year
      in
      which the Company would claim a tax deduction in connection with such Award,
      a
      "covered employee" within the meaning of Section 162(m)(3) of the Code, but
      only
      to the extent that the Company's deduction for compensation paid to such
      Participant is limited pursuant to Section 162(m) of the Code.


9




9.2  Performance
      Conditions .
      If an Award is
      subject to this Section 9, then the lapsing of contingencies or
      restrictions thereon (in the case of an Award subject to contingencies or
      restrictions), or the distribution of cash, shares of Common Stock, or other
      property pursuant thereto (in the case of an Award not subject to contingencies
      or restrictions), as applicable, shall be subject to the achievement of one
      or
      more objective performance goals established by the Committee. No later than
      ninety (90) days after the beginning of each Award period, or, in the case
      of an
      Award period that is shorter than one (1) year, no later than the date that
      represents twenty-five percent (25%) of the number of days in such Award period,
      the Committee shall establish in writing the specific performance goals to
      be
      achieved, and the formula pursuant to which the amount of the Award or Awards
      shall be determined based on the attainment of specified levels of the
      applicable performance goals. Performance goals shall be based on one or any
      combination of the following business criteria: revenue; net income or net
      income per share; earnings before interest, taxes, depreciation and
      amortization; return on sales; return on assets; return on shareholders’ equity;
      cash flow; economic value added; cumulative operating income; return on
      investment; total shareholders’ return; cost reductions; or achievement of
      environment and health and safety goals of the Company or a Subsidiary or
      business unit of the Company or a Subsidiary for or within which the Participant
      primarily is employed. An Award subject to this Section 9 shall not, when
      combined with other "performance-based compensation" (excluding any such
      compensation received pursuant to an option or stock appreciation right granted
      under this Plan), exceed $5,000,000 in any given fiscal year.




9.3  Adjustment
      of
      Awards .
      The Committee may
      not increase the amount payable pursuant to, waive the achievement of the
      performance goals applicable to, or accelerate the lapsing of contingencies
      or
      restrictions with respect to, an Award subject to this Section 9. The foregoing
      sentence is not required to apply to an Award payable in connection with a
      Change of Control, however, if it does not apply, such Award will in no event
      qualify as "performance-based compensation" to the extent required by
      law.




9.4  Committee
      Authority .
      The Committee
      shall have the power to impose such other restrictions on Awards subject to
      this
      Section 9 as it may deem necessary or appropriate to ensure that such
      Awards satisfy all requirements for “performance-based compensation” within the
      meaning of Section 162(m) of the Code, or any successor provision
      thereto.




**Section 10.**
            **Amendment
                and Termination of Plan****.**




The
      Board may amend
      or terminate this Plan at any time and in any manner, subject to the following
      limitations:




10.1  No
      such amendment
      or termination shall deprive the recipient of any Award theretofore granted
      under this Plan, without the consent of such recipient, of any of his or her
      rights thereunder or with respect thereto; and




10.2  If
      an amendment to
      this Plan would (i) increase the maximum number of shares of Common Stock
      that may be issued pursuant to (1) all Awards granted under this Plan,
      (2) all Incentive Stock Options granted under this Plan, or (3) Awards
      granted under this Plan during any calendar year to any one Participant,
      (ii) change the class of persons eligible to receive Awards under this
      Plan, or (iii) affect this Plan's compliance with applicable provisions of
      the Code, as amended from time to time, the amendment shall be subject to
      approval by the Company's stockholders to the extent required to comply with
      Sections 422 and 162(m) of the Code, and other applicable provisions of or
      rules
      under the Code, as amended from time to time.


10




**Section 11.**
            **Effective
                Date of Plan****.**




This
      Plan shall be
      effective as of February 10, 2004, the date upon which it was approved by the
      Board; provided , however ,
      that no options
      or other Awards may be issued under this Plan until it has been approved by
      the
      affirmative votes of the holders of a majority of the outstanding securities
      of
      the Company entitled to vote for directors, which approval shall be obtained
      within twelve months from the date hereof.




**Section 12.**
            **Definition
                of Fair Market Value****.**




For
      purposes of
      this Plan, " **Fair
      Market
      Value** "
      of the Company's
      Common Stock shall mean (i) if the shares of Common Stock are listed on the
      New York Stock Exchange, the closing sales price of the Common Stock on the
      relevant date as reported in the Wall
      Street
      Journal ,
      (ii) if the
      shares of Common Stock are not listed on the New York Stock Exchange, the
      average of the closing bid and asked prices per share for the Common Stock
      in
      the over-the-counter market as quoted on the New York Stock Exchange on the
      relevant date, or (iii) if the shares of Common Stock are not listed on the
      New York Stock Exchange, an amount determined in good faith by the
      Committee.




**Section
                13.**
            **No
                Stockholder and Employment Rights****.**




13.1  A
      Participant shall
      have no stockholder rights with respect to the shares of Common Stock subject
      to
      his or her outstanding Awards until such shares are purchased on the
      Participant's behalf in accordance with the provisions of the Plan and the
      Participant has become a holder of record of the purchased shares.




13.2  Nothing
      in the Plan
      shall confer upon the Participant any right to continue in the employ of the
      Company, its parent or any Subsidiary for any period of specific duration or
      interfere with or otherwise restrict in any way the rights of the Company,
      its
      parent or any Subsidiary or of the Participant, which rights are hereby
      expressly reserved by each, to terminate such person's employment at any time
      for any reason, with or without cause.




**Section
      14.** **Termination
      of Prior Plans.** No
      stock options or
      other awards may be granted under the Prior Plans after the date of stockholder
      approval of this Plan, but all such awards theretofore granted shall extend
      for
      the full stated terms thereof in accordance with the terms of the Prior Plans.
      The term " **Prior
      Plans** "
      means the
      Company's 1991 Senior Management and Field Management Plan, the 1992
      Non-Qualified Stock Option Plan, the 1993 Employee Stock Option Plan, the 1993
      Second Amended and Restated Non-Employee Stock Option Plan and the 2000 Stock
      Incentive Plan.


11