Exhibit
      10.98





**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 Michael D. Mahre (“Grantee”).




1. GRANT
      OF
      MANAGEMENT RETENTION UNITS .




(a) The
      Company hereby,
      as of the Date of Grant, grants to Grantee an award of 51,000 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.




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(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.




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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.




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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.




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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.




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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:Michael
                D. Mahre
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