Exhibit
      10.70


**BUILDING
        MATERIALS HOLDING CORPORATION**
  **Change
        in
        Control Severance Plan for Officers**
  **Effective
        May 1, 2008**
  This
        Severance Plan
        (the " Plan ")
        was adopted by
        the Compensation Committee of the Board of Directors of Building Materials
        Holding Corporation, a Delaware corporation (the " Company ")
        on April, 28,
        2008 for the benefit of certain executive officers, senior management and
        key
        employees of the Company and its subsidiaries. The effective date of the
        Plan is
        May 1, 2008 ("Effective Date"). The Plan supersedes and replaces the Severance
        Plan for Certain Executive Officers, Senior Management and Key Employees
        of the
        Company and its Subsidiaries ("Prior Plan"). The Prior Plan shall terminate
        effective as of April 30, 2008 and shall have no force or effect
        thereafter.
  **1.**
              **Purpose**
  The
        Company desires
        to attract and retain well-qualified officers who are an integral part of
        the
        management of the Company and to encourage continuity of management. The
        principal purposes of the Plan are (i) to provide an incentive to the
        Designated Employees (as defined below) to remain in the employ of the Company,
        notwithstanding uncertainty and job insecurity which may be created by an
        actual
        or prospective Change in Control, (ii) to encourage the Designated
        Employees' full attention and dedication to the Company currently and in
        the
        event of an actual or prospective Change in Control, and (iii) to provide
        an incentive for the Designated Employees to be objective concerning any
        potential Change in Control and to fully support any Change in Control
        transaction approved by the Board of Directors.
  **2.**
              **Definitions**
  Terms
        not otherwise
        defined in the Plan shall have the meanings set forth in this
        Section 2.
  (a) Cash
        Compensation .
        "Cash
        Compensation" shall mean the sum of (i) the highest annual base salary paid
        to the Designated Employee for the three (3) fiscal years immediately preceding
        the fiscal year in which the Notice of Termination is given and (ii) the
        highest cash bonus paid to the Designated Employee under the Company's bonus
        program for the three (3) fiscal years immediately preceding the fiscal year
        in
        which the Notice of Termination is given. In determining the amount set forth
        under (ii) above, if a Designated Employee has received a cash bonus with
        respect to a portion of a fiscal year that is one of the three (3) fiscal
        years
        immediately preceding the fiscal year in which the Notice of Termination
        is
        given, that amount shall be annualized.
  (b) Cause .
        For purposes of
        the Plan only, "Cause" shall mean: (i) the conviction by a court of
        competent jurisdiction of, or entry of a plea of guilty or of no contest
        to, any
        felony involving moral turpitude or dishonesty, (ii) a willful dereliction
        of duty or intentional and malicious conduct contrary to the best interests
        of
        the Company or its business if such dereliction of duty or misconduct is
        not
        corrected within thirty (30) days after written notice thereof from the Company,
        or (iii) a refusal to perform reasonable services customarily performed by
        such Designated Employee (other than by reason of a Disability) if such refusal
        is not corrected within thirty (30) days after written notice thereof from
        the
        Company; provided, however, that the Designated Employee shall not be deemed
        to
        have been terminated for Cause unless and until there shall have been delivered
        to the Designated Employee a copy of a resolution duly adopted by the
        affirmative vote of not less than three-quarters of the entire membership
        of the
        Company's Board of Directors at a meeting of the Board called and held for
        the
        purpose (after reasonable notice to the Designated Employee and an opportunity
        for the Designated Employee, together with the Designated Employee's counsel,
        to
        be heard before the Board), finding that in the good faith opinion of the
        Board
        the Designated Employee was guilty of the conduct set forth above and specifying
        the particulars thereof in detail. Notwithstanding the foregoing, the Designated
        Employee shall have the right to contest his termination for Cause (for purposes
        of this Agreement) by arbitration in accordance with the provisions of the
        Plan.
  
 (c) Change
        in
        Control .
        A "Change in
        Control" of the Company shall be deemed to have occurred if (i) there shall
        be consummated (x) any consolidation, merger or similar reorganization or
        other transaction involving the Company, other than a transaction in which
        those
        persons that are holders of the Company's Common Stock immediately prior
        to the
        transaction both (I) each have the same proportionate ownership of common
        stock
        of the Company or voting equity securities of another surviving entity in
        the
        transaction (when compared to all other holders of the Company's Common Stock
        immediately prior to the transaction) immediately after the transaction and
        (II)
        in the aggregate possess beneficial ownership (as determined in accordance
        with
        Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended
        ("Exchange Act")) of at least a majority of the common stock of the Company
        or
        the voting equity securities of another surviving entity immediately after
        the
        transaction, or (y) any sale, lease, exchange or other transfer (in one
        transaction or a series of related transactions) of all, or substantially
        all,
        of the business and/or assets of the Company, or (ii) the stockholders of
        the Company approve a plan or proposal for the liquidation or dissolution
        of the
        Company, or (iii) any "person" (as defined in Sections 13(d) and 14(d)
        of the Exchange Act, including any group), shall become the "beneficial owner"
        (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
        of
        thirty-five (35%) percent or more of the Company's outstanding Common Stock,
        or
        (iv) if for any reason a majority of the Board is not comprised of
        "Continuing Directors," where a " Continuing
        Director "
        of the
        Corporation as of any date means a member of the Board who (x) was a member
        of the Board two years prior to such date and at all times through such date
        or
        (y) was nominated for election or elected to the Board with the affirmative
        vote of at least two-thirds (2/3rds) of the directors who were Continuing
        Directors at the time of such nomination or election; provided , however ,
        that no
        individual initially elected or nominated as a director of the Corporation
        as a
        result of an actual or threatened election contest with respect to directors
        or
        any other actual or threatened solicitation of proxies or consents by or
        on
        behalf of any person other than the Board shall be deemed to be a Continuing
        Director.
  (d) Code .
        "Code" shall
        refer to the Internal Revenue Code of 1986 and the regulations promulgated
        thereunder, as amended from time to time.
  (e) Designated
        Employees .
        "Designated
        Employees" shall refer to those employees of the Company and its subsidiaries
        who hold the title of Vice President or above.
  2
 (f) Good
        Reason .
        A Designated
        Employee's termination of employment with the Company shall be deemed for
        "Good
        Reason" if any of the following events occur without the Designated Employee's
        express written consent and the Designated Employee provides his Notice of
        Termination upon or within one hundred eighty (180) days after such event
        occurring; provided , however ,
        that the
        Designated Employee must have previously provided written notice to the Company
        within ninety (90) days after the occurrence of the event allegedly constituting
        Good Reason, and the Company shall have thirty (30) days after such notice
        is
        given to cure:
  (i) The
        assignment to
        the Designated Employee by the Company of duties materially inconsistent
        with,
        or a material alteration in the nature or status of, the Designated Employee's
        responsibilities immediately prior to a Change in Control of the Company
        (or
        thereafter if such duties and responsibilities change following a Change
        in
        Control with the Designated Employee's consent), other
        than any such
        alteration primarily attributable to the fact that the Company's securities
        are
        no longer publicly traded;
  (ii) A
        material
        reduction by the Company in the Designated Employee's annual base salary
        or
        annual cash bonus opportunity as in effect immediately prior to a Change
        in
        Control of the Company or as in effect thereafter if such base salary and/or
        bonus opportunity has been increased;
  (iii) Relocation
        to any
        place more than twenty-five (25) miles from the office regularly occupied
        by the
        Designated Employee prior to the time of a Change in Control; or
  (iv) Any
        material breach
        by the Company of any provision of the Plan or any material agreement between
        the Company or any subsidiary and the Designated Employee.
  (g) Independent
        Director .
        "Independent
        Director" shall have the meaning ascribed to such term in the Company's Rights
        Plan as initially adopted by the Board of Directors.
  (h) Specified
        Employee .
        "Specified
        Employee" shall have the meaning ascribed to such term in Section 409A of
        the Code.
  **3.**
              **Beneficiaries**
  Each
        of the
        Designated Employees shall be a beneficiary of the Plan and entitled to receive
        the Benefits set forth herein.
  **4.**
              **Termination
                  in Connection with Change in
                  Control**
  (a) Termination
        of
        Employment . If
        a Change in
        Control of the Company shall have occurred while the Designated Employee
        is
        still an employee of the Company, the
        Designated
        Employee shall be entitled to the compensation provided in Section 5 upon
        the subsequent termination, within one (1) year of such Change in Control,
        of
        the Designated Employee's employment with the Company unless such termination
        is
        as a result of (i) the Designated Employee's death; (ii) the
        Designated Employee's Disability (as defined in Section 4(b) below);
        (iii) the Designated Employee's retirement in accordance with the Company's
        retirement policies; (iv) the Designated Employee's termination by the
        Company for Cause; or (v) the Designated Employee's decision to terminate
        his employment with the Company other than for Good Reason. **** In
        addition, if,
        prior to a Change in Control, (A) the Designated Employee's employment with
        the
        Company shall be terminated other than as a result of one of the circumstances
        enumerated in Section 4(a)(i) through (v), and, (B) either (I) within one
        (1) month following the date of such termination of employment, a Change
        in
        Control shall occur or (II) the events causing the termination occurred at
        the
        direction of a person acquiring control of the Company in a Change in Control,
        then the Designated Employee shall be entitled to the compensation provided
        in
        Section 5, which compensation shall be reduced by any other severance
        compensation previously paid to the Designated Employee in respect of such
        termination of employment.
  3
 (b) Disability .
        If, as a result
        of the Designated Employee's incapacity due to physical or mental illness,
        the
        Designated Employee shall have been absent from his duties with the Company
        on a
        full-time basis for six (6) months and the Company thereafter gives the
        Designated Employee thirty (30) days' written notice of its intention to
        terminate his employment, upon the expiration of such thirty (30) day period
        the
        Company may terminate the Designated Employee's employment for "Disability"
        if
        the Designated Employee shall not have returned to the full-time performance
        of
        the Designated Employee's duties.
  (c) Notice
        of
        Termination .
        Any termination
        of the Designated Employee's employment by the Company or the Designated
        Employee hereunder shall be communicated by a Notice of Termination given
        to the
        other party. For purposes of the Plan, a "Notice of Termination" shall mean
        a
        written notice which shall indicate whether or not the termination is as
        a
        result of any of the situations enumerated in Section 4(a)(i) through (v)
        above and which sets forth in reasonable detail the facts and circumstances
        claimed to provide a basis for asserting that the termination of the Designated
        Employee's employment is or is not under the provision so
        indicated.
  (d) Date
        of
        Termination .
        "Date of
        Termination" shall mean (i) if the Designated Employee is terminated by the
        Company for Disability, thirty (30) days after the Notice of Termination
        is
        given to the Designated Employee (provided that the Designated Employee shall
        not have returned to the performance of the Designated Employee's duties
        on a
        full-time basis during such thirty (30) day period) or (ii) if the
        Designated Employee's employment is terminated by the Company for any other
        reason or by the Designated Employee, the date on which a Notice of Termination
        is given.
  **5.**
              **Severance
                  Compensation upon Termination of
                  Employment**
  If
        the Designated Employee's employment with the Company shall be terminated
        either
        (1) within one (1) month before (or earlier if the termination occurs at
        the
        direction of a person acquiring control of the Company in a Change in Control)
        or (2) upon or within one (1) year after a Change in Control, other than
        as a
        result of one of the circumstances enumerated in Section 4(a)(i) through
        (v) of the Plan, then the Company shall, subject to the execution and
        non-revocation of a release of claims by the Designated Employee in the form
        set
        forth on Exhibit A hereto:
  (a) Pay
        to
        the Designated Employee as severance pay in a lump sum, in cash, on or before
        the tenth day following the Date of Termination, an amount equal to the
        Designated Employee's Cash Compensation times the multiple specified on
        Schedule A attached hereto and incorporated by reference herein ("Schedule
        A");
  4
 (b) Arrange
        to provide
        the Designated Employee for a period of eighteen (18) months starting from
        the
        Date of Termination with health and life insurance substantially similar
        (including the cost to the Designated Employee) to those insurance benefits
        which the Designated Employee was receiving immediately prior to either
        (A) the Change in Control or (B) the Notice of Termination, as elected
        by the Designated Employee. Benefits to which the Designated Employee otherwise
        is entitled pursuant to this Section 5(b) shall be reduced to the extent
        comparable benefits are actually received by the Designated Employee during
        such
        eighteen (18) month period from a subsequent employer or through
        self-employment, and any such benefits actually received by the Designated
        Employee shall be reported by him to the Company;
  (c) Pay
        to
        the Designated Employee a single lump sum payment, on or before the tenth
        (10th)
        day following the Date of Termination, equal to the excess of (x) over (y),
        where (x) is equal to the lump sum present value of the pension benefit
        that the Designated Employee would receive under any pension plan which is
        or
        has been maintained by the Company and in which the Designated Employee is
        or
        was a participant (the " Pension
        Plan "),
        at his earliest
        benefit commencement date under the Pension Plan computed by increasing his
        actual number of years of credited service performed as of the Date of
        Termination, or, if earlier, the termination of the Pension Plan, by the
        number
        of years specified on Schedule A, and (y) is equal to the lump sum
        present value of the pension benefit actually payable to the Designated Employee
        on his earliest benefit commencement date under the Pension Plan based on
        the
        actual number of years of credited service performed as of the Designated
        Employee's Date of Termination, or, if earlier, the termination of the Pension
        Plan. The foregoing lump sum present value amounts shall be computed using
        the
        actuarial factors under the Pension Plan in effect on the Designated Employee's
        Date of Termination or, if earlier, the termination of the Pension
        Plan;
  (d) Pay
        to
        the Designated Employee, on or before the tenth (10th) day following the
        Date of
        Termination, an amount equal to the Designated Employee's target bonus
        opportunity for the year in which the Date of Termination occurs under the
        Company's annual cash-based incentive compensation plan, prorated by multiplying
        such amount by a fraction, the numerator of which shall be the actual number
        of
        days that have elapsed during such year prior to the Date of Termination,
        and
        the denominator of which shall be three hundred sixty-five (365);
        and
  (e) Pay
        to
        the Designated Employee, on or before the tenth (10th) day following the
        Date of
        Termination, any gross-up amounts as calculated under Section 6 of the
        Plan.
  Notwithstanding
        the
        foregoing, in the event that the multiples set forth on Schedule A for any
        Designated Employee are greater than the number of full years remaining until
        such Designated Employee's agreed upon retirement date or normal retirement
        age
        of sixty-five (65), the multiples shall be automatically reduced to the greatest
        of (i) the number of years and/or partial years (measured by months) remaining
        until said Designated Employee's retirement date; (ii) the number of years
        left
        until the completion of the term of employment for the Designated Employee
        under
        an employment agreement, if any; or (iii) one year. In addition, following
        the
        expiration of the health insurance continuation provided under
        Section 5(b), each Designated Employee who, at the time of his termination
        of employment, was an officer of the Company shall be eligible to participate
        in
        the Company's health care plan, either on an individual basis or family basis
        to
        include his dependent spouse, until such time as he becomes eligible to
        participate in the BMHC Retirement Health Care Plan (" Retiree
        Health
        Care Pla n"),
        subject to
        such Designated Employee's payment of one-half of the applicable COBRA premiums
        and recognition of taxable income with respect to any remaining unpaid premium
        necessary to avoid taxation of the Designated Employee under Section 105(h)
        of
        the Code. If a Designated Employee who, at the time of his termination of
        employment, was an officer of the Company shall be eligible and elects to
        participate in the Retiree Health Care Plan in accordance with its terms
        and
        conditions, such Designated Employee shall only be required to pay one-half
        of
        the applicable premium under the Retiree Health Care Plan and recognition
        of
        taxable income with respect to any remaining unpaid premium necessary to
        avoid
        taxation of the Designated Employee under Section 105(h) of the
        Code.
  5
 It
        is the Company's intention that each of the payments or benefits provided
        under
        Sections 5(a), 5(c), 5(d) and 5(e) be paid on or before March 15th of the
        year after the year in which they are earned ( i.e. ,
        the short-term
        deferral period described in Treasury regulations section 1.409A-1(b)(4)).
        However, notwithstanding anything herein to the contrary, to the extent that
        the
        Board of Directors of the Company determines, in its sole discretion, that
        any
        payments or benefits to be provided hereunder to or for the benefit of a
        Designated Employee who is also a Specified Employee would be subject to
        the
        additional tax imposed under Section 409A(a)(1)(B) of the Code or any other
        taxes or penalties imposed under Section 409A of the Code or a successor or
        comparable provision (the " Section 409A
        Taxes "),
        the
        commencement of such payments and/or benefits shall be delayed until the
        date
        that is six months following the Date of Termination or such earlier date
        that,
        as determined by the Company, is sufficient to avoid the imposition of
        Section 409A Taxes (such date is referred to herein as the " Distribution
        Date ").
        In the event
        that the Board of Directors determines that the commencement of any of the
        benefits to be provided under Section 5(b) are to be delayed pursuant to
        the preceding sentence, the Company shall require the Designated Employee
        to
        bear the full cost of such benefits until the Distribution Date at which
        time
        the Company shall reimburse the Designated Employee for all such costs. If
        any
        payments or benefits are delayed pursuant to this paragraph, such delayed
        payments or benefits, when paid or reimbursed, shall be increased by an amount
        equal to interest on such payments or reimbursements for the period between
        the
        Date of Termination and the applicable Distribution Date at a rate equal
        to the
        prime rate in effect as of the Date of Termination plus one point (for this
        purpose, the prime rate will be based on the rate published from time to
        time in The
        Wall Street Journal ).
  **6.**
              **Gross-up
                  Payments**
  (a) Gross-up
        in
        Benefits For "Parachute Payment" .
        In the event
        that, as a result of payments in the nature of compensation to or for the
        benefit of a Designated Employee under this Plan or otherwise in connection
        with
        a Change in Control, any state, local or federal taxing authority imposes
        any
        taxes on the Designated Employee that would not be imposed but for the
        occurrence of a Change in Control, including any excise tax under
        Section 4999 of the Code and any successor or comparable provision (other
        than ordinary income and employment taxes imposed on such payments), then,
        in
        addition to the benefits provided for under Sections 5(a) through (d) and
        Section 6(b), the Company (including any successor to the Company) shall
        pay to the Designated Employee at the time any such amounts are paid an amount
        equal to the amount of any such tax imposed or to be imposed on the Designated
        Employee (the amount of any such payment, the " Parachute
        Tax
        Reimbursement ").
        In addition,
        the Company (including any successor to the Company) shall "gross up" such
        Parachute Tax Reimbursement by paying to the Designated Employee at the same
        time an additional amount equal to the aggregate amount of any additional
        taxes
        (whether income taxes, excise taxes, special taxes, additional taxes, employment
        taxes or otherwise) that are or will be payable by the Designated Employee
        as a
        result of the Parachute Tax Reimbursement being paid or payable to the
        Designated Employee and/or as a result of the additional amounts paid or
        payable
        to the Designated Employee pursuant to this sentence, such that after payment
        of
        such additional taxes the Designated Employee shall have been paid on an
        after-tax basis an amount equal to the Parachute Tax Reimbursement. It is
        the
        intention of the Company that payment of the Parachute Tax Reimbursement
        be made
        within the time period specified in Treasury regulations section
        1.409A-3(i)(1)(v).
  6
 (b) Gross-up
        in
        Benefits For Additional Taxes under Section 409A of the Code .
        In the event
        that, as a result of payments to or for the benefit of a Designated Employee
        under this Plan, the Designated Employee is subject to the Section 409A
        Taxes, then, in addition to the benefits provided for under Sections 5(a)
        through (d) or otherwise (including Section 6(a)), the Company (including
        any successor to the Company) shall pay to the Designated Employee at the
        time
        any such amounts are paid an amount equal to the amount of any such
        Section 409A Tax imposed or to be imposed on the Designated Employee (the
        amount of any such payment, the " Section 409A
        Tax Reimbursement ").
        In addition,
        the Company (including any successor to the Company) shall "gross up" such
        Section 409A Tax Reimbursement by paying to the Designated Employee at the
        same time an additional amount equal to the aggregate amount of any additional
        taxes (whether income taxes, excise taxes, special taxes, additional taxes,
        employment taxes or otherwise) that are or will be payable by the Designated
        Employee as a result of the Section 409A Tax Reimbursement being paid or
        payable to the Designated Employee and/or as a result of the additional amounts
        paid or payable to the Designated Employee pursuant to this sentence, such
        that
        after payment of such additional taxes the Designated Employee shall have
        been
        paid on an after-tax basis an amount equal to the Section 409A Tax
        Reimbursement.
  **7.**
              **Arbitration**
  The
        Company and, by
        accepting participation in the Plan, each Designated Employee agree that
        any and
        all disputes or controversies arising out of or relating to the Plan, including,
        without limitation, any claim of fraud or the general validity or enforceability
        of the Plan, shall be governed by the laws of the State of California, without
        giving effect to its conflict of laws provisions, and shall be submitted
        to
        binding arbitration in accordance with the employment arbitration rules of
        Judicial Arbitration and Mediation Services (" JAMS ")
        by a single
        impartial arbitrator experienced in employment law selected as follows: if
        the
        Company and the applicable Designated Employee are unable to agree upon an
        impartial arbitrator within ten (10) days of a request for arbitration, the
        parties shall request a panel of employment arbitrators from JAMS and
        alternative strike names until a single arbitrator remains. The arbitration
        shall be conducted in the city where the Designated Employee's principal
        office
        was maintained prior to his termination of employment, applying the laws
        of the
        State of California, and the Company and, by accepting participation in the
        Plan, each Designated Employee agree to submit to the jurisdiction of the
        arbitrator selected in accordance with JAMS' rules and procedures. All fees
        and
        expenses of any arbitration, including the Designated Employee's reasonable
        legal fees and costs, are to be advanced by the Company. T he
        Company and, by accepting
        participation in the Plan, each Designated Employee further
        agree that arbitration as provided in this Section 7 shall be the exclusive
        and binding remedy for any such dispute and will be used instead of any court
        action, which is hereby expressly waived, except for any request by either
        party
        hereto for temporary or preliminary injunctive relief pending arbitration
        in
        accordance with applicable law, or an administrative claim with an
        administrative agency ,
        and that the
        award of the arbitrator, which shall include a determination based on relative
        success on the merits as to whom shall bear the Designated Employee's legal
        fees, shall be final and binding on both parties, and nonappealable. The
        arbitrator shall have discretion to award monetary and other damages, or
        no
        damages, and to fashion such other relief as the arbitrator deems appropriate.
        The Company will be responsible for paying any filing fees and costs of the
        arbitration proceeding itself (for example, arbitrators' fees, conference
        room,
        transcripts), but, except as set forth in this Section 7, each party shall
        be responsible for its own attorneys' fees. THE COMPANY AND EACH DESIGNATED
        EMPLOYEE ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE WAIVING
        ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, EITHER
        STATE
        OR FEDERAL, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY,
        DETERMINED BY A JURY.
  7
  **8.**
              **Mitigation
                  of Damages; Effect of
                  Plan**
  (a) The
        Designated Employee shall not be required to mitigate damages or the amount
        of
        any payment provided for under the Plan by seeking other employment or
        otherwise, nor shall the amount of any payment provided for under the Plan
        be
        reduced by any compensation earned by the Designated Employee as a result
        of
        employment by another employer or by retirement benefits after the Date of
        Termination, or otherwise, except to the extent provided in Section 5(b)
        above.
  (b) The
        provisions of the Plan, and any payment provided for hereunder, shall not
        reduce
        any amounts otherwise payable, or in any way diminish the Designated Employee's
        then existing rights, or rights which would accrue solely as a result of
        the
        passage of time, under any Benefit Plan, employment agreement or other contract,
        plan or arrangement.
  **9.**
              **Funding
                  Upon Change in Control**
  (a) Prior
        to the occurrence of a Change in Control, the Board of Directors of the Company
        shall have the discretion to direct the Company to fund, to the extent it
        has
        not done so, a sum equal to the present value on the date of the Change in
        Control (determined using an interest rate equal to the short-term applicable
        federal rate (with annual compounding) established under Section 1274(d) of
        the Code for the month in which the Change in Control occurs) of any amounts
        that are or would reasonably be expected to become payable to the Designated
        Employees under the Plan (including a good faith estimate of expenses of
        the
        trust in the event that the Company does not timely pay such expenses) by
        establishing and irrevocably funding a trust for the benefit of the Designated
        Employees. The trustee of such trust shall be instructed to pay out any such
        amounts as and to the extent such amounts become payable in accordance with
        the
        terms of the Plan.
  8
 (b) The
        trust established under this Section 9 shall be a grantor trust described
        in Section 671 of the Code. The Company shall be solely responsible for and
        shall directly pay all fees and expenses of the trust; provided, however,
        in the
        event that the Company does not pay all of the fees and expenses of the trust,
        the trustee shall have the authority to pay such fees from the assets of
        the
        trust.
  (c) Any
        payments of severance or other benefits by the trust established pursuant
        to
        this Section 9 shall, to the extent thereof, discharge the Company's
        obligation to pay severance and other benefits under the Plan, it being the
        intent of the Company that the assets in such trust be held for the purpose
        of
        discharging any obligation of the Company to pay severance and other benefits
        under the Plan.
  (d) The
        trust established under this Section 9 shall not terminate until the date
        on which all payments and benefits to be funded out of the trust have been
        satisfied and discharged in full. Upon termination of the trust any assets
        remaining in the trust shall be returned to the Company.
  **10.**
              **Term;
                  Amendments; No Effect on Employment Prior to Change in Control;
                  Agreements Incorporated by
                  Reference**
  (a) The
        Plan shall initially remain in effect until April 30, 2010, and shall
        automatically renew for successive one-year periods running from May 1 to
        April
        30 unless prior to a Change in Control and prior to four (4) months or more
        before the applicable automatic renewal date, action is taken by the Board
        of
        Directors of the Company to terminate the Plan effective as of a renewal
        date.
        The Plan may also be amended from time to time by the Board of Directors
        of the
        Company; provided, however, that such amendments (other than amendments that
        are
        (i) intended to ensure compliance with applicable law or (ii) are
        favorable to the Designated Employees) may only be adopted prior to a Change
        in
        Control and shall only be effective on and after the applicable renewal date,
        in
        both cases unless agreed to and approved by the Designated Employee.
        Notwithstanding the foregoing, the Plan shall terminate eighteen (18) months
        after a Change in Control and shall terminate as to any Designated Employee
        participating in the Plan upon the termination of the Designated Employee's
        employment with the Company based on death, Disability (as defined in
        Section 3(b)), mandatory retirement or Cause (as defined in
        Section 1(b)) or by the Designated Employee other than for Good Reason (as
        defined in Section 1(f)). Termination or amendment of the Plan shall not
        affect any obligation of the Company under the Plan which has accrued and
        is
        unpaid as of the effective date of the termination or amendment. Unless and
        until a Change in Control shall have occurred, a Designated Employee shall
        not
        have any vested rights under the Plan.
  (b) Nothing
        in the Plan
        shall confer upon the Designated Employee any right to continue in the employ
        of
        the Company prior to a Change in Control of the Company or shall interfere
        with
        or restrict in any way the rights of the Company, which are hereby expressly
        reserved, to discharge the Designated Employee at any time prior to the date
        of
        a Change in Control of the Company for any reason whatsoever, with or without
        cause.
  9
 (c) Notwithstanding
        anything herein to the contrary, the Board of Directors of the Company may,
        in
        its sole discretion, amend the Plan (which amendment shall be effective upon
        its
        adoption or at such other time designated by the Board of Directors) at any
        time
        prior to a Change in Control as may be necessary to avoid the imposition
        of the
        additional tax under Section 409A(a)(1)(B) of the Code; provided , however ,
        that any such
        amendment shall be implemented in such a manner as to preserve, to the greatest
        extent possible, the terms and conditions of the Plan as in existence
        immediately prior to any such amendment.
  (d) Any
        agreement entered into by the Company and a Designated Employee, including
        any
        employment agreement, that either (i) explicitly makes reference to this
        Plan or
        (ii) confers rights or provides benefits to a Designated Employee upon such
        Designated Employee's termination of employment with the Company (a
        " Designated
        Employee Agreement ")
        shall be incorporated herein by reference to the extent that the terms of
        such
        Designated Employee Agreement pertain to this Plan and/or the circumstances
        under which payments and/or benefits are provided under this Plan. To the
        extent
        that such Designated Employee Agreement provides for rights or benefits to
        the
        Designated Employee under this Plan that are more favorable than the rights
        or
        benefits actually provided for hereunder, the terms of such Designated Employee
        Agreement shall govern.
  (e) In
        the
        event that any Designated Employee Agreement confers rights or provides benefits
        that are of the same type as the rights or benefits conferred or provided
        for
        under this Plan (without giving effect to Section 10(d) hereof) and, but
        for the
        provisions of this Section 10(e) would also be provided under this Plan (without
        giving effect to Section 10(d) hereof) such that the conferral of such rights
        or
        the provision of such benefits pursuant to both the Designated Employee
        Agreement and this Plan (without giving effect to Section 10(d) hereof) would
        result in the Designated Employee receiving rights or benefits that are
        duplicative in nature (the " Duplicative
        Rights "),
        then the
        Duplicative Rights provided for under the Designated Employee Agreement will
        offset any Duplicative Rights that would otherwise be provided
        hereunder.
  **11.**
              **Administration
                  of Plan**
  The
        Plan shall be
        administered by the Compensation Committee (the " Committee "),
        which has
        authority to construe and interpret the terms of the Plan and to determine
        the
        eligibility for, and amount of, benefits due under the Plan. All such
        interpretations and determinations of the Committee shall be final and binding
        upon all parties and persons affected thereby. The Committee may appoint
        one or
        more individuals and delegate such of its powers and duties as it deems
        desirable to any such individual(s).
  10
 **SCHEDULE
          A**
  Effective
          May 1, 2008
  **Category**
                
                
                **Multiple
                    forCashCompensationUnder**
                  **Section
                    5(a)**
                **Years
                    forPensionBenefit Under**
                  **Section
                    5(c)****I**
                **Senior
                    Executive Officers***
                **3**
                **3****II**
                **Admin
                    Vice Presidents - Other Officers**
                **2**
                **2****III**
                **Operations
                    Vice Presidents & Other Key Employees**
                **1**
                **1**
 *
            Plan benefits for certain Senior Executive Officers are subject to Employment
            Agreements