Exhibit
            10.70

        

         

        BUILDING
          MATERIALS HOLDING CORPORATION

         

        Severance
          Plan for Certain Executive Officers,

        Senior
          Management and Key Employees of the

        Company
          and
          its Subsidiaries

         

        Amended
          and
          Restated effective November 13, 2007

         

        This
          Severance Plan
          (the "Plan") was adopted by the Board of Directors of BMC West Corporation,
          a
          Delaware corporation, on July 20, 1993 and was assumed by Building
          Materials Holding Corporation, a Delaware corporation (together with its
          predecessor, the "Company") as of September 23, 1997, for the benefit of
          certain executive officers, senior management and key employees of the
          Company
          and its Subsidiaries. The Plan, as previously amended and restated, was
          confirmed by the Board of Directors on February 17, 2000, May 7, 2003,
          May 3, 2004, May 1, 2006 and June 28, 2006. This Amendment and
          Restatement, effective November __, 2007, is intended to comply with
          Section 409A of the Code and the Treasury regulations and applicable guidance
          thereunder.

         

        On
          August 27, 2007, the Compensation Committee resolved to terminate the
          Severance Plan effective as of May 1, 2008 pursuant to Section 10(a)
          hereof, but only in the event that the Board of Directors or the Compensation
          Committee adopts resolutions prior to that date establishing a successor
          to the
          Severance Plan.

         

        
          	 	
                  1.

                	
                  Purpose

                


        

         

        The
          Company, on
          behalf of itself and its stockholders, desires to continue to attract and
          retain
          well-qualified executive and key personnel who are an integral part of
          the
          management of the Company, such as the Designated Employees, and to assure
          itself of continuity of management. The principal purposes of the Plan
          are to
          (i) provide an incentive to the Designated Employees to remain in the
          employ of the Company, notwithstanding any uncertainty and job insecurity
          which
          may be created by an actual or prospective Change in Control,
          (ii) encourage the Designated Employees' full attention and dedication to
          the Company currently and in the event of any actual or prospective Change
          in
          Control, and (iii) 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 higher
          of the Designated Employee's annual base salary (x) at the time the Notice
          of Termination provided for in Section 4(c) of the Plan is given or
          (y) immediately prior to a Change in Control, and (ii) an amount equal
          to the highest cash bonus paid to the Designated Employee under the Company's
          bonus program for any of such prior three years, and (iii) the highest
          amount contributed as a Company matching or profit-sharing contribution
          on
          behalf of the Designated Employee under the Company's 401(k) plan (or any
          successor plan) for any of the three fiscal years immediately preceding
          the year
          in which the Date of Termination occurs, and (iv) the highest amount
          allocated or accrued (whether or not funded) as a Company contribution
          on behalf
          of the Designated Employee under the Company's supplemental executive retirement
          plan (or any successor plan) for any of the three fiscal years immediately
          preceding the year in which the Date of Termination occurs.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        (b) Cause.
          For
          purposes of the Plan and any agreements entered into pursuant to 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 of 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 the holders of the Company's Common Stock
          immediately prior to the transaction have the same proportionate ownership
          of
          common stock of the Company or other surviving corporation in the transaction
          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 Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), including any group), shall become the
          "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
          or indirectly, of 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.


        
          
            
            

          

          
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        (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 are designated on Schedule A attached
          hereto and incorporated herein by reference ("Schedule A"), and such other
          employees of the Company and its Subsidiaries as the Board of Directors
          of the
          Company shall designate from time to time. The Designated Employees may
          be
          divided into certain categories for purposes of the Plan as set forth on
          Schedule A.

         

        (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 provide 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 on the date of a Change in Control
          of
          the Company or as in effect thereafter if such base salary and/or bonus
          opportunity has been increased;

         

        (iii) Any
          failure by the
          Company to continue in effect without material change any compensation,
          incentive, welfare or retirement benefit plan or arrangement, as well as
          any
          plan or arrangement whereby the Designated Employee may acquire securities
          of
          the Company or its publicly traded parent, in which the Designated Employee
          is
          participating at the time of a Change in Control of the Company (or any
          other
          plans providing the Designated Employee with substantially similar benefits)
          (hereinafter referred to as "Benefit Plans"), or the taking of any action
          by the
          Company which would materially adversely affect, either as to the past
          or
          prospectively, the Designated Employee's participation in or materially
          reduce
          or deprive the Designated Employee of the Designated Employee's benefits
          that
          were provided under any such Benefit Plan at the time of a Change in Control
          of
          the Company; unless an equitable substitute arrangement (embodied in an
          ongoing
          substitute or alternative Benefit Plan) has been made for the benefit of
          the
          Designated Employee with respect to the Benefit Plan in question; provided
          that
          for purposes of the foregoing, "Benefit Plans" shall include, but not be
          limited
          to, the Company's stock option plans, 401(k) plan, annual bonus plan, long-term
          incentive plan, or any other plan or arrangement to receive and exercise
          stock
          options or stock appreciation rights, supplemental pension plan, insured
          medical
          reimbursement plan, automobile benefits, executive financial planning,
          group
          life insurance plan, personal catastrophe liability insurance, medical,
          dental,
          accident and disability plans;


        
          
            
            

          

          
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        (iv) 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, except for
          required travel by the Designated Employee on the Company's business to
          an
          extent substantially consistent with the Designated Employee's business
          travel
          obligations at the time of a Change in Control of the Company; or 

         

        (v) Any
          material breach
          by the Company of any provision of the Plan or of any agreement entered
          into
          pursuant to the Plan or any other 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. The Company and each of the Designated Employees
          will execute an agreement reiterating or incorporating the obligations
          and
          benefits which arise from the Plan.

         

        
          	 	
                  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 three years 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, 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, within three
          (3) months following the date of such termination of employment, a Change
          in
          Control shall occur, the Designated Employee shall be entitled to the
          compensation provided in Section 5, determined as if the Designated
          Employee’s employment had so terminated following a Change in Control, which
          compensation shall be reduced by any other severance compensation previously
          paid to the Designated Employee in respect of such termination of
          employment.


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        (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) day's 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 purported 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 in accordance
          with the terms of the agreement entered into pursuant to the Plan. For
          purposes
          of the Plan and any agreement entered into pursuant hereto, 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) 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
          within
          three months before or within three years 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 mutual 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 multiple
          specified on Schedule A times the Designated Employee's Cash
          Compensation;

         

        (b) Effective
          May 1, 2008, arrange to provide the Designated Employee for a period of
          eighteen (18) months with health and life insurance substantially similar
          to
          those insurance benefits which the Designated Employee is receiving immediately
          prior to either (A) the Change in Control or (B) the Notice of
          Termination, as elected by the Designated Employee. Benefits otherwise
          receivable by the Designated Employee 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 following his
          termination 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;


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        (c) Pay
          to the
          Designated Employee a single lump sum payment, on or before the tenth 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 his termination of employment,
          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 or base 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
          number
          of years and/or partial years (measured by months) remaining until said
          Designated Employee's retirement date. In addition, following the expiration
          of
          the health insurance benefits 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 Plan"), subject
          to such
          Designated Employee's payment of one-half of the applicable COBRA premiums.
          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.


        
          
            
            

          

          
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        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) or otherwise (including 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).


        
          
            
            

          

          
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        (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, any agreement entered into between
          the
          parties pursuant to the Plan or the general validity or enforceability
          of
          either, shall be governed by the laws of the State of Delaware, 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 Delaware,
          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. The 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.


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  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) Immediately
          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.

         

        (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.


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  10.

                	
                  Term;
                    Amendments; No Effect on Employment Prior to Change in Control;
                    Agreements Incorporated by
                    Reference

                


        

         

        (a) The
          Plan shall have
          successive two-year terms which shall be automatically renewed unless prior
          to a
          Change in Control and prior to 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
          three years from the date of 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(e)). 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 or any agreement entered into pursuant
          to
          the Plan.

         

        (b) Nothing
          in the Plan
          or any agreement entered into pursuant to 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.

         

        (c) Notwithstanding
          anything herein or in any agreement entered into pursuant to the Plan 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 explicitly makes reference to this Plan shall be incorporated
          herein by reference to the extent that the terms of such other agreement
          pertain
          to this Plan. To the extent that such other agreement confers rights or
          provides
          benefits to the Designated Employee that are more favorable than the rights
          or
          benefits provided hereunder, the terms of such other agreement shall
          govern.


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    SCHEDULE
                      A

                  
	 
	
                    Effective
                      August 24, 2007

                  
	
                    Expires
                      May
                      1, 2008

                  
	 
	
                    Category

                  	     
	   
  
 	
                    Multiple
                      for Cash Compensation Under 

                    Section
                      5(a)

                  	
                    Years
                      for Pension Benefit Under 

                    Section
                      5(c)

                  
	
                    I

                  	
                    Senior
                      Executive Officers * and Certain Executives

                  	
                    3

                  	
                    3

                  
	  
 
	  
 
	
                    II

                  	 	 	 	
                    3

                  	
                    3

                  
	  
 
	  
 
	
                    III

                  	
                    BMC
                      West and SelectBuild Vice Presidents - Administrative
                      

                  	
                    2

                  	
                    2

                  
	  
 
	  
 
	
                    IV

                  	
                    Building
                      Materials Holding Corporation, BMC West and SelectBuild Key
                      Operating
                      Personnel

                  	
                    1

                  	
                    1

                  
	   
 
	  
 
	
                    V

                  	 	 	 	 	 
	
                  	
                    BMHC
                      Key Corporate Administrative Employees whose total annual compensation
                      exceeds $100,000

                  	
                    
                       minimum
                        of 1

                    

                  	
                    minimum
                      of 1

                  
	   
 
	 	 	 	 	 	 
	
                    *
                      Plan
                      benefits for certain Senior Executive Officers are subject
                      to Employment
                      Agreements