**Exhibit
      10.40**




**BUILDING
      MATERIALS HOLDING CORPORATION**


**2008** **ANNUAL
      INCENTIVE PROGRAM**




WHEREAS,
      the
      Company obtained shareholder approval of the Building Materials Holding
      Corporation 2004 Incentive and Performance Plan (the " Plan "),
      which
      authorizes the Committee under Section 4.6 to grant annual incentive awards
      ("Annual Incentive Awards") based on the performance of Building Materials
      Holding Corporation ("BMHC" or the "Company);




WHEREAS,
      the
      Compensation Committee of the Board of Directors (the "Committee") established
      this 2008 Annual Incentive Program (the "Incentive Program") for certain
      employees of BMHC ("Participants") to increase the value of the Company by
      aligning the interests of the Participants with those of the stockholders of
      the
      Company through the granting of Annual Incentive Awards;




WHEREAS,
      the
      Committee on March 28, 2008 approved the final terms of 2008 Incentive Program;
      and




NOW,
      THEREFORE, the
      Company, through the foregoing actions of the Committee, hereby adopts the
      following Incentive Program effective January 1, 2008.




**1.** **Calculation
      of Annual Incentive Award**




a. ***Financial
      Performance.*** The Annual
      Incentive Award for financial performance achieved is based on (i) Return on
      Net
      Assets (RONA) and (ii) Earnings Before Interest Taxes Depreciation &
Amortization (EBITDA) performance by the Company for fiscal year 2008
      (" Fiscal
      Year
      2008 ").
      The RONA amount
      and EBITDA amount is multiplied by a funding percentage to determine separate
      pools from which Participants' Annual Incentive Awards will be paid based on
      each Participant's designated individual share of such pool. Each participant’s
      percentage allocation is determined by dividing the assigned shares by the
      total
      department’s assigned shares. Shares are assigned based on experience and level
      of responsibility. Allocation percentage may vary based on staffing levels
      and
      the number of participants. Each Participant shall receive an Annual Incentive
      Award Summary setting forth the following features applicable to the
      Participant:




·
            Funding
                percentages for pools from RONA and EBITDA,




·
            The
                calculation of financial pool in which the Participant is granted
                shares,




·
            The
                Participant's number of shares in the financial pool, and




·
            Participant’s
                individual projected award




The
      financial
      performance of any business acquired by the Company shall be included in the
      calculation of RONA and EBITDA on an as-incurred basis. Gains or losses on
      the
      sale of real estate by the Company shall be included in the calculation of
      RONA
      and EBITDA. Other extraordinary or non-recurring gains or losses, including,
      without limitation, impairments due to an accounting rule change or other factor
      outside of management's control and not related to the ongoing operations of
      the
      Company, shall not be included in the calculation of RONA and EBITDA unless
      specifically provided by the Committee. FAS 142 intangible impairments shall
      not
      be included in the calculation of RONA and EBITDA unless specifically included
      by the Committee.







b. ***Strategic
      Goals.*** Upon completion of
      the following strategic goals, a Participant shall receive a share of the
      strategic pool assigned to the Participant based on the number of shares
      allocated to the Participant compared to the total number of shares allocated
      to
      the assigned pool. Each Participant shall receive an Annual Incentive Award
      Summary setting forth:




·
            The
                Participant's number of shares in the strategic pool, and




·
            Participant’s
                individual projected award.




The strategic goals for 2008 are:




1)
            integration
                of general ledgers of SelectBuild business units to the Boise Oracle
                accounting system;




2)
            integration
                of SelectBuild payroll processing function into the BMHC/ADP payroll
                system;




3)
            integration
                of NxTrend accounts payable systems of SelectBuild into the Boise
                accounts
                payable system, and




4)
            integration
                of all accounts payable into the Boise accounts payable
                system.




In
      order for the strategic goals portion of the Annual Incentive Award to be paid,
      all 4 goals must be accomplished in 2008.




**2.** **Calculation
      of Annual Incentive Awards.**




Calculation
      of the
      financial performance award and determination if the strategic goals have been
      achieved is performed by BMHC's Controller and Human Resources Department,
      whose
      determination shall be final and binding on Participants. The shares allocated
      to each pool may increase or decrease based on changes in the number of
      Participants in a pool.




**3.** **Payment
      of
      Annual Incentive Award**




a. **Financial
      Performance.**




The
      Annual
      Incentive Award for financial performance shall not be deemed to be earned
      by a
      Participant or payable to Participant until the end of Fiscal Year 2008
      (December 31, 2008). Such final determination and payment of the financial
      performance portion of the Annual Incentive Award (if any) shall be made within
      the first quarter following the end of Fiscal Year 2008.




b. **Strategic
      Goals.**




Payment
      of the
      strategic goals portion of the Annual Incentive Award shall be made following
      a
      determination and announcement of completion of the strategic goals.




c. **Method
      of Payment.**




Payment
      of Annual
      Incentive Awards shall be made in the form of a cash lump sum, unless deferred
      in accordance with BMHC's deferred compensation plan for eligible employees.
      Payment will also be made in the same format as the participant’s regular
      payroll, either direct deposit or live check. In no event may the value of
      an
      Annual Incentive Award exceed $5,000,000.




**3.** **Terms**







a. Participant
      must be
      an active employee of the Company as of the end of Fiscal Year 2008 (December
      31, 2008) in order to receive payment of the financial performance portion
      of
      the Annual Incentive Award and must be an active employee of the Company as
      of
      the date of announcement of achievement of the strategic goals portion of the
      Annual Incentive Award.




b. Payments
      made
      pursuant to this Incentive Program are subject to all required federal, state
      and local withholding taxes.




c. It
      is the intent of
      the parties that the provisions of this Incentive Program conform to the
      requirements of Section 409A of the Internal Revenue Code of 1986 (the
      " Code ")
      and any final
      Treasury Regulations or other authoritative guidance issued thereunder, if
      such
      Code section is applicable, and the Incentive Program shall be so construed
      and
      interpreted. In the event that the Company determines in good faith that any
      provision of this Incentive Program does not comply with Section 409A of the
      Code, the Company may amend this Incentive Program to the minimum extent
      necessary to cause the Incentive Program to comply. In the event that the
      Company determines in good faith that payment of an Annual Incentive Award
      pursuant to Section 2 hereof would violate Section 409A of the Code, then such
      award instead shall be paid on the date Participant incurs a separation from
      service from the Company as defined in Section 409A(a)(2)(A)(i) of the Code
      (or
      six months after such date if Section 409A(a)(2)(B)(i) of the Code
      applies).




**4.** **Administration**




The
      Incentive
      Program shall be administered by the Committee. Any determination made by the
      Committee in interpreting or administering the Incentive Program shall be final
      and binding upon Participant. Payments under the Incentive Program are intended
      to qualify as "performance-based compensation" within the meaning of Section
      162(m) of the Code, and the Incentive Program shall be administered consistently
      with those requirements.




**5.** **No
      Alienation, Assignment or Encumbrance of Payments**




A
      Participant’s interest hereunder may not be alienated, assigned or encumbered,
      except by will, beneficiary designation, or the laws of descent and
      distribution, or as otherwise approved by the Company in writing.




**6.** **No
      Employment Contract; No Effect on other Plans**




This
      Incentive
      Program shall not be deemed to be a contract of employment between the Company
      and Participant. Nothing contained herein shall give Participant the right
      to be
      retained in the employ of the Company or shall interfere with the right of
      the
      Company to discharge Participant at any time, with or without reason, for any
      reason or for no reason. This Incentive Program does not affect Participant’s
      right to participate in any other plan or program sponsored by the Company,
      including, without limitation, any discretionary bonus that Participant may
      be
      eligible to receive from time to time.




**7.** **Definitions**




a. "RONA"
      Return on
      Net Assets as determined by the Company's Controller based on the Company's
      audited financial statements.




b. "EBITDA"
      Earnings
      before Interest, Taxes, Depreciation and Amortization as determined by the
      Company's Controller based on the Company's audited financial
      statements.




**8.** **Governing
      Law**







The
      Incentive
      Program shall be governed by, and construed in accordance with, the laws of
      the
      State of Idaho without regard to its conflicts of law principles.




**9.** **Captions**




The
      captions of
      this Incentive Program are for convenience and reference only and in no way
      define, describe, extend or limit the scope or intent of this Incentive Program
      or the intent of any provision hereof.




**10.** **Severability**




**Any
      provision of this Incentive Program which is deemed invalid, illegal or
      unenforceable in any jurisdiction shall, as to that jurisdiction and subject
      to
      this paragraph, be ineffective to the extent of such invalidity, illegality
      or
      unenforceability, without affecting in any way the remaining provisions hereof
      in such jurisdiction or rendering that or any other provision of this Incentive
      Program invalid, illegal, or unenforceable in any other
      jurisdiction.**