Exhibit
      10.45





**BUILDING
      MATERIALS HOLDING CORPORATION**





**GENERAL
      TERMS AND CONDITIONS**





**BMHC
      OFFICERS**


**&**


**BMHC
      KEY
      MANAGEMENT**





**LONG-TERM
      CASH INCENTIVE PLAN**








1. Definitions .





1.1 " Award "
      means a cash
      award pursuant to the provisions of the Plan, expressed as a percentage of
      a
      Participant's Base Salary during a Performance Cycle.





1.2 " Award
      Measures "
      means the sum of
      the EBITDA component and the ROCE component.





1.3 " Base
      Salary "
      means the annual
      base salary of a Participant at the beginning of a Performance
      Cycle.





1.4 " Board "
      means the Board
      of Directors of the Company, as from time to time constituted.





1.5 " Change
      of
      Control " means
      the
      occurrence of any of the following events: (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 would 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 transaction or (y) any sale, lease, exchange or other transfer (in
      one
      transaction or a series of related transactions) of all or substantially all
      the
      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 Section 13(d) or 14(d) of the Securities Exchange Act
      of
      1934, as amended (the " Exchange
      Act ")
      shall become the
      'beneficial owner' (as defined in Rule 13d-3 under the Exchange Act) directly
      or
      indirectly of fifty percent (50%) or more of the Company's outstanding Common
      Stock or (iv) during any period of two consecutive years, individuals who at
      the
      beginning of such period constitute the entire Board of Directors shall cease
      for any reason to constitute a majority thereof, unless the election or the
      nomination for election by the Company's stockholders, of each new director
      was
      approved by a vote of at least two-thirds of the directors then still in office
      who were directors at the beginning of the period.





1.6 " Code "
      means the
      Internal Revenue Code of 1986, as amended. Reference to a specific section
      of
      the Code shall include such section, any valid regulation promulgated
      thereunder, and any comparable provision of any future legislation amending,
      supplementing or superseding such section.








1.7 " Committee "
      means the
      Compensation Committee of the Company's Board.





1.8 " Company "
      means Building
      Materials Holding Corporation, a Delaware corporation and its successors and
      assigns.





1.9 " Disability "
      means such time
      at which a Participant becomes physically or mentally incapacitated or disabled
      such that the Participant is unable to perform for the Company substantially
      the
      same services that the Participant performed prior to incurring such incapacity
      or disability.





1.10 " EBITDA "
      means earnings
      before income taxes, depreciation and amortization. Three year cumulative EBITDA
      growth shall be calculated using the following growth objective
      targets:




10%  Compounded
      Growth -
      Threshold


15%  Compounded
      Growth -
      Target


20%  Compounded
      Growth -
      Maximum





1.11 " Executive "
      means an officer
      or key manager employed by the Company.





1.12 " Net
      Income "
      means net income
      including extraordinary items determined in accordance with generally accepted
      accounting principles except that may be modified by the committee.





1.13 " Participant "
      means an
      Executive who is eligible to become a Participant in the Plan pursuant to
      Section 3 and has not ceased to be a Participant pursuant to Section
      6.5.





1.14 “ Participant
      Grant ”
means
      the grant
      to the Executive authorized by the Board or the Committee which sets forth
      the
      Participation Level of the Executive in the Plan.





1.15 " Participation
      Level "
      means that level
      in which a Participant is eligible. The Participation Levels for each
      Performance Cycle shall be determined by the Board or the Committee and shall
      be
      described in the Participant Grant.





1.16 " Performance
      Cycle "
      means a period of
      three consecutive years. More than one Performance Cycle may be in progress
      at
      any one time. This Performance Cycle shall begin on January 1, 2006 and shall
      end on December 31, 2008. A new Performance Cycle may, subject to Board or
      Committee approval, begin on January 1 of each subsequent year.





1.17 " Performance
      Targets "
      means the
      threshold, target and maximum levels of three-year average ROCE and EBITDA
      growth components for a particular Performance Cycle. The Performance Targets
      for each Performance Cycle shall be determined by the Committee. The Performance
      Targets for the first Performance Cycle are set forth below. Each of the ROCE
      and EBITDA components are to be equally weighted.





1.18 " Plan "
      means this
      Building Materials Holding Corporation Executive Long-Term Cash Incentive Plan,
      as set forth in this instrument and as hereafter amended from time to
      time.





1.19 " Return
      on
      Capital Employed "
      or " ROCE "
      equals Net Income
      divided by Total Invested Capital. The three year average ROCE shall be
      calculated using the following formula:




(ROCE y1 + ROCE Y2 +
      ROCE Y3 )/3)





1.20 " Termination
      Date "
      means the date of
      a Participant's termination of employment with the Company.





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1.21 " Total
      Invested
      Capital "
      equals total
      long-term debt plus preferred stock plus minority interest plus total common
      equity.





2. Objectives .
      This Plan is
      intended to provide a long-term cash incentive program for Executives which
      will:





·
            encourage
                improved profitability, return on investment and growth of the
                Company;


·
            reinforce
                economic profit and the balance between growth and efficiency;
                and


·
            attract,
                retain and motivate senior
                management.





[This
      Plan is
      intended to qualify as "performance-based compensation" under Code Section
      162(m).]





3. Eligibility .





Prior
      to the
      beginning of each Performance Cycle, the Chairman, President and Chief Executive
      Officer and the Committee shall approve the Participants and the Participation
      Level for each Participant for that Performance Cycle. Participation in the
      Plan
      and Participation Level is on a Performance Cycle basis and in the discretion
      of
      the Committee. Thus, an Executive who is selected for participation in a given
      Performance Cycle is not guaranteed to be selected for participation in any
      subsequent Performance Cycle.





4. Administration
      of the Plan .





4.1 Administrator .
      The Plan shall be
      administered by the Committee.





4.2 Actions
      by the
      Committee .
      Each decision of
      a majority of the members of the Committee then in office shall constitute
      the
      final and binding act of the Committee. The Committee may act with or without
      a
      meeting being called or held and shall keep minutes of all meetings held and
      a
      record of all actions taken by written consent.





4.3 Powers
      of the
      Committee .
      The Committee
      shall have all the powers and discretion necessary or appropriate to supervise
      the administration of the Plan and to control its operation in accordance with
      its terms, including, but not limited to, the following discretionary
      powers:




(A) To
      interpret and
      determine the meaning and validity of the provisions of the Plan and to
      determine any question arising under, or in connection with, the administration,
      operation or validity of the Plan or any amendment thereto;





(B) To
      establish such
      rules, regulations, agreements, guidelines and procedures for the administration
      of the Plan;





(C) To
      make Participant
      Grants, establish Participation Levels, set the Performance Cycle, establish
      Performance Targets, and take such other action as necessary to fulfill the
      terms of the Plan.





(D) To
      determine any
      and all considerations affecting the eligibility of any Executive to become
      a
      Participant or remain a Participant in the Plan;





(E) To
      establish and
      revise any accounting method or formula for the Plan, as provided in Section
      1;





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(F) To
      determine the
      manner and form in which any payout is to be made under the Plan;




(G) To
      employ such
      counsel, agents and advisers, and to obtain such legal, clerical and other
      services, as it may deem necessary or appropriate in carrying out the provisions
      of the Plan;





(H) To
      establish, from
      time to time, rules for the performance of its powers and duties and for the
      administration of the Plan; and





(I) To
      delegate to any
      one or more of its members or to any other person, severally or jointly, the
      authority to perform for and on behalf of the Committee one or more of the
      functions of the Committee under the Plan.





4.4 Decisions
      of
      Committee .
      All actions,
      interpretations, and decisions of the Committee or the Board shall be conclusive
      and binding on all persons, and shall be given the maximum possible deference
      allowed by law.





5. Determination
      of
      Awards .





5.1 Valuation .
      At the beginning
      of each Performance Cycle, the Board or the Committee shall establish the
      Performance Targets for the Performance Cycle and the Participation Levels
      for
      each Participant, which shall be communicated to each Participant through the
      Participant Grant at the time the Performance Targets are set and any other
      time
      during the Performance Cycle, as needed.





5.2 Participation
      Levels .
      At the beginning
      of each Performance Cycle, the Committee shall (i) assign each Participant
      a
      Participation Level, which will determine the Participant's potential Award.
      The
      threshold amount shall be set at 25% of the target amount. The maximum Award
      payable with respect to any Performance Cycle shall be 200% of the target
      amount.





5.3 Performance
      Targets .
      At the beginning
      of each Performance Cycle, the Committee shall determine the Performance Targets
      for such Performance Cycle. Awards shall be payable only if a threshold, target
      or maximum Performance Target objectives is met.





6. Determination
      and Payout of Awards .





6.1 Calculation
      of
      Award Measures .
      At the end of
      each Performance Cycle, the Committee, or its designee, shall calculate the
      three-year cumulative EBITDA and the three-year average ROCE using the formulas
      set forth in this Plan.





6.2 Payout
      Value .
      The Award payout
      shall be determined as follows:





(a)Determine
      whether the threshold, target
      or maximum Performance Target is met for the EBITDA Component and the ROCE
      component.





(b)In
      the case of the EBITDA component
      divide the actual EBITDA growth percentage achieved by the applicable
      Performance Target for the EBITDA component and multiple the result by 50%
      (the
      " EBITDA
      Award
      Measure ".
      In the case of
      the ROCE component, divide the actual ROCE percentage achieved by the applicable
      ROCE Performance Level for the ROCE component and multiple the result by 50%
      (the " ROCE
      Award
      Measure ").





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(c)Add
      the EBITDA Award Measure and the
      ROCE Award Measure and multiply the resulting sum by the applicable
      Participation Level (threshold, target or maximum).





(d)Multiply
      the result of the calculation
      in (c) by the Base Salary of the Participant at the start of the
      cycle.





A
      sample
      calculation will be distributed to each Participant. No Awards shall be paid
      to
      a Participant for a Performance Cycle unless the threshold for either the EBITDA
      component or the ROCE component is achieved.





6.3 Award
      Payment .
      Awards shall be
      paid in cash following the conclusion of each Performance Cycle as soon as
      reasonably practicable following completion of the audit of the Company's
      financial statements for the end of the last year in a Performance Cycle.
      Subject to approval of the Committee, awards may be deferred into a capital
      accumulation plan as provided for in an irrevocable deferred compensation
      election during the second year of the Performance Cycle. If the Committee,
      in
      its discretion, so determines, payment of all or part of an Award to one or
      more
      Participants may be deferred in cash or stock for a period provided in the
      Company’s Deferred Compensation Plan. Any such deferral shall be subject to such
      rules and procedures for payment as provided in the Deferred Compensation
      Plan.





6.4 Termination
      of
      Employment .
      Upon a
      Participant's termination of employment with the Company, other than by reason
      of death, Disability, or retirement after age 55 with at least 5 years of
      service with the Company, the Participant's right to an Award shall be
      forfeited. Upon a termination of employment with the Company by reason of a
      Participant's death, Disability, or retirement after age 55 with at least 5
      years of service with the Company, the Participant's Award will become fully
      vested and will be prorated to the Termination Date based on the number of
      days
      during the Performance Cycle a Participant was employed. The Award will be
      paid
      to the terminated Participant at the end of the Performance Cycle.





6.5 Change
      of
      Control .
      In the event of a
      Change of Control during a Performance Cycle, the Performance Cycle will be
      deemed to have ended at the end of the month immediately preceding the consummation of the Change of
      Control transaction. All Participants shall become fully vested. The Awards
      shall be calculated based on a deemed achievement of the greater of (1) the
      Performance Target at the target level or (2) an amount calculated assuming
      that
      results achieved through the deemed termination date of the Performance Cycle
      were achieved for the full Performance Cycle. The amount of the Award to be
      paid
      to each Participant shall be prorated by multiplying the calculated Award by
      a
      fraction, the numerator or which shall be the actual number of days which have
      elapsed during the Performance Cycle (through the deemed termination date)
      and
      the denominator of which shall be the total number of days in the Performance
      Cycle. Awards shall be determined and paid based on such calculations within
      30
      days after the consummation of a Change of Control transaction.





6.6 Taxes .
      The Company shall
      withhold all applicable income and other taxes from any Award payment to any
      Participant.





6.7 Plan
      Unfunded .
      This Plan shall
      be unfunded. The Company shall not be required to establish any special
      segregation of assets to assure the payment of Awards.





7. Amendment
      or
      Termination of the Plan .
      The Plan is
      voluntary on the part of the Company, and the Company does not guarantee to
      continue the Plan beyond any Performance Cycle. The Board may alter, amend
      or
      terminate this Plan at any time for any reason. Any alteration, amendment or
      termination shall take effect upon the date indicated in the document embodying
      such alteration, amendment or termination. No termination shall impair a
      Participant's right to a previously granted Award, provided that the conditions
      to payment of the Award are satisfied.





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8. Miscellaneous
      Provisions .




8.1 Interests
      Not
      Transferable .
      In no event may
      either a Participant, a former Participant or his or her beneficiary, spouse
      or
      estate sell, transfer, anticipate, assign, hypothecate, or otherwise dispose
      of
      any right or interest under the Plan; and such rights and interests shall not
      at
      any time be subject to the claims of creditors nor be liable to attachment,
      execution or other legal process.





8.2 Notices .
      All notices or
      other communications by a Participant to the Company or the Committee under
      or
      in connection with this Plan shall be deemed to have been duly given when
      received by the Committee, in such form specified by the Committee, or by the
      person, designated by the Committee for that purpose.





8.3 Rights
      and
      Duties .
      Neither the
      Company, the Board nor the Committee shall be subject to any liability or duty
      under the Plan except as expressly provided in the Plan, or for any action
      taken, omitted or suffered in good faith.





8.4 No
      Employment
      Rights .
      Nothing in this
      Plan shall confer upon any Participant the right to continue in the employ
      of
      the Company or shall interfere with or restrict in any way the rights of the
      Company to discharge or change the terms of employment of any Participant at
      any
      time for any reason whatsoever, with or without cause.





8.5 Applicable
      Law .
      The provisions of
      this Plan shall be construed, administered and enforced in accordance with
      the
      laws of the State of Delaware.





8.6 Severability .
      If any provision
      of this Plan is held invalid or unenforceable, its invalidity or
      unenforceability shall not affect any other provisions of this Plan, and in
      lieu
      of each provision which is held invalid or unenforceable, there shall be added
      as part of this Plan a provision that shall be as similar in terms to such
      invalid or unenforceable provision as may be possible and be valid, legal,
      and
      enforceable.





8.7 Captions .  The captions
      contained in this Plan are inserted only as a matter of convenience and for
      reference and in no way define, limit, enlarge or describe the scope or intent
      of this Plan nor in any way shall affect the construction of any provision
      of
      this Plan





9. Effective
      Date.  The
      effective date
      of the Plan is January 1, 2006.





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