Exhibit
          10.52

      

       

    

    Building
      Materials Holding Corporation

     

    2005
      Deferred Compensation Plan

    for
      Executives

     

    (Amended
      and
      Restated 2007, Effective as of January 1, 2005)

     

     

    TAX
      ADVICE
      DISCLAIMER: Any statements regarding tax matters made herein, including any
      attachments, cannot be relied upon by any person to avoid tax penalties and
      are
      not intended to be used or referred to in any marketing or promotional
      materials. To the extent this communication contains a tax statement or tax
      advice, Holme Roberts & Owen LLP does not and will not impose any limitation
      on disclosure of the tax treatment or tax structure of any transactions to
      which
      such tax statement or tax advice relates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Table
      of
      Contents

    

      
        	 	 	
                Page

              
	 	 
	
                ARTICLE
                  1.
                  DEFINITIONS

              	
                1

              
	
                1.1

              	
                Account

              	
                1

              
	
                1.2

              	
                Base
                  Salary

              	
                1

              
	
                1.3

              	
                Beneficiary

              	
                1

              
	
                1.4

              	
                Board
                  of
                  Directors

              	
                1

              
	
                1.5

              	
                Bonus

              	
                2

              
	
                1.6

              	
                Change
                  in
                  Control

              	
                2

              
	
                1.7

              	
                Code

              	
                2

              
	
                1.8

              	
                Committee

              	
                2

              
	
                1.9

              	
                Company

              	
                2

              
	
                1.10

              	
                Company
                  Contributions

              	
                2

              
	
                1.11

              	
                Deferral

              	
                3

              
	
                1.12

              	
                Disability

              	
                3

              
	
                1.13

              	
                Effective
                  Date

              	
                3

              
	
                1.14

              	
                Eligible
                  Compensation

              	
                3

              
	
                1.15

              	
                ERISA

              	
                3

              
	
                1.16

              	
                Hardship

              	
                3

              
	
                1.17

              	
                Incentive
                  Plan

              	
                4

              
	
                1.18

              	
                Key
                  Employment

              	
                4

              
	
                1.19

              	
                Liquidation

              	
                4

              
	
                1.20

              	
                Participant

              	
                4

              
	
                1.21

              	
                Plan

              	
                4

              
	
                1.22

              	
                Plan
                  Year

              	
                4

              
	
                1.23

              	
                Regulations

              	
                4

              
	
                1.24

              	
                Separation
                  from Service

              	
                5

              
	
                1.25

              	
                Service

              	
                5

              
	
                1.26

              	
                Stock

              	
                5

              
	
                1.27

              	
                Trust
                  or
                  Trust Agreement

              	
                5

              
	
                1.28

              	
                Trust
                  Fund

              	
                5

              
	
                1.29

              	
                Trustee

              	
                5

              
	 	 
	
                ARTICLE
                  2.
                  ELIGIBILITY

              	
                5

              
	
                2.1

              	
                Eligibility
                  Requirements

              	
                5

              
	
                2.2

              	
                Lapse
                  of
                  Eligibility

              	
                6

              
	 	 
	
                ARTICLE
                  3.
                  DEFERRED COMPENSATION

              	
                6

              
	
                3.1

              	
                Deferral
                  Elections

              	
                6

              
	
                3.2

              	
                Vesting

              	
                8

              
	 	 
	
                ARTICLE
                  4.
                  PAYMENT OF DEFERRED COMPENSATION

              	
                8

              
	
                4.1

              	
                Election
                  of
                  Timing of Payment

              	
                8

              
	
                4.2

              	
                Election
                  of
                  Method of Payment

              	
                9

              
	
                4.3

              	
                Subsequent
                  Elections

              	
                10

              
	
                4.4

              	
                Payment
                  upon
                  Hardship

              	
                11

              
	
                4.5

              	
                Payment
                  Following a Change in Control

              	
                11

              
	
                4.6

              	
                Payment
                  upon
                  Death

              	
                11

              
	
                4.7

              	
                Designation
                  of Beneficiary

              	
                11

              


      

       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

      
        
          
          

        

        
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                4.8

              	
                Administration
                  of Payments

              	
                12

              
	
                4.9

              	
                Permitted
                  Acceleration of Payments

              	
                12

              
	
                4.10

              	
                Permitted
                  Delay of Payments

              	
                13

              
	 	 
	
                ARTICLE
                  5.
                  TRUST AND INVESTMENT

              	
                13

              
	
                5.1

              	
                Accounts

              	
                13

              
	
                5.2

              	
                Participants’
                  Rights Unsecured

              	
                14

              
	
                5.3

              	
                Trust
                  Agreement

              	
                14

              
	
                5.4

              	
                Crediting
                  and
                  Debiting of Account

              	
                14

              
	
                5.5

              	
                Voting
                  of
                  Stock

              	
                15

              
	 	 
	
                ARTICLE
                  6.
                  AMENDMENT AND TERMINATION

              	
                15

              
	
                6.1

              	
                Amendment

              	
                15

              
	
                6.2

              	
                Termination

              	
                15

              
	 	 
	
                ARTICLE
                  7.
                  ADMINISTRATION

              	
                16

              
	
                7.1

              	
                Administration

              	
                16

              
	
                7.2

              	
                Applying
                  for
                  Benefits

              	
                16

              
	
                7.3

              	
                Liability
                  of
                  Committee; Indemnification

              	
                18

              
	
                7.4

              	
                Expenses

              	
                18

              
	 	 
	
                ARTICLE
                  8.
                  GENERAL AND MISCELLANEOUS

              	
                18

              
	
                8.1

              	
                Rights
                  Against Company

              	
                18

              
	
                8.2

              	
                Assignment
                  or
                  Transfer

              	
                19

              
	
                8.3

              	
                Severability

              	
                19

              
	
                8.4

              	
                Construction

              	
                19

              
	
                8.5

              	
                Governing
                  Law

              	
                19

              
	
                8.6

              	
                Payment
                  Due
                  to Incompetence

              	
                19

              
	
                8.7

              	
                Taxes

              	
                19

              
	
                8.8

              	
                Insurance

              	
                20

              
	
                8.9

              	
                Attorney’s
                  Fees

              	
                20

              
	
                8.10

              	
                Plan
                  Binding
                  on Successors and Assignees

              	
                20

              


      

       

      
        	Appendix 	Acknowledgment 	 


      

    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
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    BUILDING
      MATERIALS HOLDING CORPORATION

    2005
      DEFERRED COMPENSATION PLAN

    FOR
      EXECUTIVES

     

    Building
      Materials
      Holding Corporation, a Delaware corporation (the “Company”) hereby establishes
      an unfunded plan for the purpose of providing deferred compensation for a select
      group of management and highly compensated employees in compliance with Section
      409A of the Internal Revenue Code, as amended (the “Code”).

     

    RECITALS

     

    WHEREAS,
      the
      Participants identified by the Compensation Committee of the Board of Directors
      of the Company, or any other committee designated by the Board of Directors
      of
      the Company to administer the Plan in accordance with Article 8 of the Plan
      (the
“Committee”), as eligible to participate in the Plan (each a “Participant,” or
      collectively the “Participants”) provide services to the Company;
      and

     

    WHEREAS,
      the
      Company desires to continue to maintain an unfunded deferred compensation plan
      and the Participants desire the Company to pay certain deferred compensation
      and/or related benefits to or for the benefit of the Participants, or a
      designated Beneficiary, or both;

     

    WHEREAS,
      the
      Company established this deferred compensation plan with respect to compensation
      earned on or after January 1, 2005 to comply with Code Section
      409A;

     

    NOW,
      THEREFORE, the
      Company hereby amends and restates the Plan for the purpose of complying with
      the final regulations promulgated under Code Section 409A, which become
      effective January 1, 2008.

     

    ARTICLE 1.
      DEFINITIONS

     

    
      	
              1.1

            	
              Account
                means, collectively, the separate subaccount(s) established under
                the Plan
                and the Trust for each Participant. The Company shall furnish each
                Participant with a statement of his or her Account balance at least
                annually.

            


    

     

    
      	
              1.2

            	
              Base
                Salary means a Participant’s regular annual compensation for
                a Plan Year, determined as of the first day of that year, excluding
                bonuses, commissions, overtime, incentive payments, non-monetary
                awards,
                and other special compensation, before reduction for compensation
                deferred
                pursuant to all qualified and non-qualified plans of the
                Company.

            


    

     

    
      	
              1.3

            	
              Beneficiary
                means the beneficiary designated by the Participant to receive the
                Participant’s deferred compensation benefits in the event of his or her
                death.

            


    

     

    
      	
              1.4

            	
              Board
                of Directors means the Board of Directors of the
                Company.

            


    

    
       

      
        
          
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                    Compensation Plan for Executives 	
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        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.5

            	
              Bonus
                means amounts (if any) awarded under the annual bonus policy maintained
                by
                the Company, any commissions earned on sales and any payments made
                under
                the Company’s bonus programs for performance periods of shorter than 12
                months.

            


    

     

    
      	
              1.6

            	
              Change
                in Control means the occurrence of any of the
                following, limited to the extent any such occurrence is consistent
                with
                the definition of a “change in ownership,” “change in effective control,”
                “change in the ownership of a substantial portion of a corporation’s
                assets” or similar event described in Code Section 409A or the
                Regulations:

            


    

     

    
      	 	
              (a)

            	
              when
                any
                “person,” as such term is used in Sections 13(d) and 14(d) of the
                Securities Exchange Act of 1934 as amended (“Exchange Act”) (other than
                the Company, a Subsidiary or a Company benefit plan, including any
                trustee
                of such plan acting as trustee) is or becomes the “beneficial owner” (as
                defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
                of
                securities of the Company representing fifty percent (50%) or more
                of the
                combined voting power of the Company’s then outstanding securities, where
                such person’s beneficial ownership of the Company’s securities was not
                initiated by the Company or approved by the Board of Directors;
                or

            


    

     

    
      	 	
              (b)

            	
              the
                occurrence of a transaction requiring shareholder approval, and involving
                the sale of all or substantially all of the assets of the Company
                or the
                merger of the Company with or into another corporation, where such
                merger
                was not initiated by the Company and in which the Company is not
                the
                surviving parent entity; or

            


    

     

    
      	 	
              (c)

            	
              a
                change in
                the composition of the Board of Directors during any 12-month period,
                as a
                result of which fewer than a majority of the directors are Incumbent
                Directors. “Incumbent Directors” means directors who are elected, or
                nominated for election, to the Board of Directors with the affirmative
                votes of at least a majority of the Incumbent Directors at the time
                of
                such election or nomination (but shall not include an individual
                whose
                election or nomination is in connection with an actual or threatened
                proxy
                contest relating to the election of directors to the
                Company).

            


    

     

    
      	
              1.7

            	
              Code
                means the Internal Revenue Code of 1986, as amended from time to
                time.
                Reference to any Code section shall include any successor or comparable
                provision of the Code or application
                Regulations.

            


    

     

    
      	
              1.8

            	
              Committee
                means the Compensation Committee of the Board of Directors or any
                other
                committee designated by the Board of Directors to administer the
                Plan in
                accordance with Article 8.

            


    

     

    
      	
              1.9

            	
              Company
                means Building Materials Holding Corporation, a Delaware Corporation,
                any
                successor organization thereto, and any corporation or other entity
                that
                must be aggregated with Building Materials Holding Corporation pursuant
                to
                the Code or Regulations.

            


    

     

    
      	
              1.10

            	
              Company
                Contributions means the Company’s discretionary
                contribution, if any, pursuant to Section
                3.1(b).

            


    

     

    
      
        
          	Deferred
                  Compensation Plan for Executives 	
                   1/1/2005

                


        

      

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              1.11

            	
              Deferral
                refers to a Participant’s legally binding right during a
                Plan Year to compensation that, pursuant to the terms of the Plan
                and in
                compliance with Code Section 409A and the Regulations, is payable to
                (or on behalf of) the Participant in a later Plan Year. If an attempted
                Deferral does not comply with the term of the Plan, Code Section
                409A or
                the Regulation, the Committee may, in its sole discretion, reform
                or
                reject the attempted Deferral to avoid the violation of Code Section
                409A
                by the Participant or the Plan.

            


    

     

    
      	
              1.12

            	
              Disability
                means—

            


    

     

    
      	 	
              (a)

            	
              the
                condition
                of being unable to engage in any substantial gainful activity by
                reason of
                any medically determinable physical or mental impairment which can
                be
                expected to result in death or can be expected to last for a continuous
                period of not less than 12 months, or


            


    

     

    
      	 	
              (b)

            	
              by
                reason of
                suffering from any medically determinable physical or mental impairment
                that is expected to result in death or can be expected to last for
                a
                continuous period of not less than 12 months, receiving income replacement
                benefits for a period of not less than 3 months under an accident
                and
                health plan covering employees of the
                Company

            


    

     

    
      	
              1.13

            	
              Effective
                Date of this amendment and restatement means January 1,
                2005, except as otherwise
                specified.

            


    

     

    
      	
              1.14

            	
              Eligible
                Compensation means projected annual compensation, determined
                on an annual basis by the Company at or before the beginning of the
                Plan
                Year, which may consist of salary, bonus, and/or other cash-based
                or
                stock-based incentive payments, but which shall not include any special
                or
                non-recurring compensatory payments such as hiring bonuses, moving
                or
                relocation bonuses or automobile
                allowances.

            


    

     

    
      	
              1.15

            	
              ERISA
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

     

    
      	
              1.16

            	
              Hardship
                refers to a payment made on account of an unforeseeable immediate
                and
                heavy financial need of the Participant and that is necessary to
                satisfy
                that financial need in accordance with the
                following:

            


    

     

    
      	 	
              (a)

            	
              Amount.
                The amounts distributed with respect to an emergency cannot exceed
                the
                amounts necessary to satisfy such emergency plus amounts necessary
                to pay
                taxes reasonably anticipated as a result of the payment, after taking
                into
                account the extent to which such hardship is or may be relieved through
                reimbursement or compensation by insurance or otherwise or by liquidation
                of the Participant’s assets (to the extent the liquidation of such assets
                would not itself cause severe financial
                hardship).

            


    

     

    
      	 	
              (b)

            	
              Circumstances.
                Whether a Participant has an immediate and heavy financial need shall
                be
                determined by the Committee based on all relevant facts and circumstances,
                and shall refer to a severe financial hardship to the Participant
                resulting from an illness or accident of the Participant, the
                Participant’s spouse, or a dependent (as defined in Code Section 152(a))
                of the Participant; loss of the Participant’s property due to casualty; or
                other similar extraordinary and unforeseeable circumstances arising
                as a
                result of events beyond the control of the
                Participant.

            


    

     

    
      
        
          	Deferred
                  Compensation Plan for Executives 	
                   1/1/2005

                


        

      

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              1.17

            	
              Incentive
                Plan means one or more incentive program(s) having a
                performance period of 12 months or longer, designated by the Company
                from
                time to time and as amended from time to time, from which Participants
                may
                make Deferrals. Incentive Plan payments shall be subject to the
                limitations on and requirements for “performance-based compensation” under
                Code Section 409A and the
                Regulations.

            


    

     

    
      	
              1.18

            	
              Key
                Employee means an employee of the Company, who is, as
                determined under Code Section
                416(i)—

            


    

     

    
      	 	
              (a)

            	
              an
                officer of
                the Company having an annual compensation greater than $130,000 (as
                adjusted),

            


    

     

    
      	 	
              (b)

            	
              a
                5% owner of
                the Company, or

            


    

     

    
      	 	
              (c)

            	
              a
                1% owner of
                the Company having annual compensation from the Company of more than
                $150,000,

            


    

     

    or
      as otherwise defined for purposes of Code Section 409A(a)(2)(B), to be effective
      as of the effective date of such change. For purposes of subsection (a), no
      more
      than 50 employees (or, if lesser, the greater of 3 employees or 10% of the
      employees) shall be treated as officers. The Key Employee identification date
      shall be January 1 of each Plan Year, and the Key Employee effective date shall
      be the following May 1.

     

    
      	
              1.19

            	
              Liquidation
                means any liquidation or dissolution of the Company taxed under Code
                Section 331 or with approval of a bankruptcy court pursuant to United
                States Code Title 11,
                Section 503(b)(1)(A).

            


    

     

    
      	
              1.20

            	
              Participant
                means, as of the date specified by the Committee, each employee of
                the
                Company designated by the Company to be entitled to defer compensation
                pursuant to the Plan, as well as each employee or former employee
                having
                an Account under the Plan. The term “Participant” includes a Participant’s
                Beneficiary where the context so requires.


            


    

     

    
      	
              1.21

            	
              Plan
                means the Building Materials Holding Corporation 2005 Deferred
                Compensation Plan for Executives, as amended from time to
                time.

            


    

     

    
      	
              1.22

            	
              Plan
                Year means the year beginning each January 1 and ending
                December 31.

            


    

     

    
      	
              1.23

            	
              Regulations
                means the rules, regulations, interpretations and procedures promulgated
                under Code Section 409A and other relevant sections of the Code,
                as
                modified from time to time.

            


    

    
       

      
        
          
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                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              1.24

            	
              Separation
                from Service of a director or independent contractor of the
                Company has occurred when the Company and the individual reasonably
                anticipate that no services (as a director, independent contractor
                or
                employee) in excess of 49% of the average level of services performed
                over
                the immediately preceding 12 months will be performed after that
                date,
                regardless of the reason (other than death) for the reduction in
                services;
                provided that a “Separation from Service” shall not occur if a Participant
                is on bona fide leave of absence of up to 6 months and, if longer,
                has a
                contractually or statutorily protected right of reemployment. “Separation
                from Service” shall be interpreted in accordance with the meaning of
                “separation from service” or similar term under Code Section 409A and the
                Regulations.

            


    

     

    
      	
              1.25

            	
              Service
                means the Participant’s service with the Company that is not interrupted
                or terminated based on the facts and
                circumstances.

            


    

     

    
      	
              1.26

            	
              Stock
                means the Common Stock issuable by the Company to Participants for
                Service
                rendered.

            


    

     

    
      	
              1.27

            	
              Trust
                or Trust Agreement means the Trust
                Agreement applicable to the Plan, as amended from time to time, entered
                into between the Company and the Trustee to carry out the provisions
                of
                the Plan.

            


    

     

    
      	
              1.28

            	
              Trust
                Fund means the cash and other assets and/or properties
                held
                and administered by Trustee pursuant to the Trust to carry out the
                provisions of the Plan.

            


    

     

    
      	
              1.29

            	
              Trustee
                means the designated Trustee acting at any time under the Trust.
                

            


    

     

    ARTICLE 2. ELIGIBILITY

     

    
      	
              2.1

            	
              Eligibility
                Requirements. Eligibility to participate in the Plan shall be
                limited to the Participants of the Company
                who—

            


    

     

    
      	 	
              (a)

            	
              are
                classified as key management employees of the Company who have or
                are
                estimated to have Eligible Compensation in excess of $100,000 for
                the
                prior or upcoming Plan Year, as
                applicable,

            


    

     

    
      	 	
              (b)

            	
              have
                been
                selected by the Committee to participate in the Plan;
                and

            


    

     

    
      	 	
              (c)

            	
              execute
                a
                participation agreement in such form and according to such procedures
                as
                determined by the Committee or receive an acknowledgement permitting
                a
                Participant to participate in the Plan according to such terms as
                specified by the Committee.

            


    

     

    Deferral
      of
      Eligible Compensation under the Plan shall not commence until the Participant
      has complied with the election procedures set forth in Article 3. Nothing in
      the
      Plan or in the Acknowledgment should be construed to require any contributions
      to the Plan on behalf of the Participant by the Company.

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              2.2

            	
              Lapse
                of Eligibility. To the extent that the number of Participants
                eligible to participate in the Plan exceeds 2% of the Company’s total
                employee population, those eligible to be Participants who have the
                lowest
                Eligible Compensation in the prior Plan Year shall not be eligible
                for the
                following Plan Year. Notwithstanding the foregoing, in the event
                the
                Committee determines, in its sole discretion, that any Participant
                shall
                no longer be eligible to participate in the Plan, or no longer qualifies
                as a member of a select group of management or highly compensated
                employees of the Company, then the Participant shall cease active
                participation in the Plan and all contributions made on the Participant’s
                behalf shall cease as of the date determined by the Committee.
                

            


    

     

    ARTICLE 3.
      DEFERRED COMPENSATION

     

    
      	
              3.1

            	
              Deferral
                Elections.

            


    

     

    
      	 	
              (a)

            	
              Election
                to Defer Compensation. Each eligible Participant may elect
                to defer annually the receipt of a portion of the Eligible Compensation
                for Service otherwise payable to him or her by the Company during
                each
                Plan Year or portion of a Plan Year that the Participant is in Service.
                Any Participant’s election to defer Eligible Compensation must satisfy the
                following conditions:

            


    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants. A Participant shall have 30 days from the
                date of first becoming a Participant to submit the required Deferral
                election documents for the then-current Plan Year.
                

            


    

     

    
      	 	
              (2)

            	
              Plan
                Year Elections. Each other Deferral election must be made no
                later than the day prior to the beginning of the Plan Year during
                which
                the Eligible Compensation to be deferred is earned or such later
                date as
                may be permitted under Code Section
                409A.

            


    

     

    
      	 	
              (3)

            	
              Minimum
                and Maximum Deferrals. The minimum annual Deferral amount, which
                must be withheld from Base Salary or Bonus, is $5,000. The maximum
                Deferral percentage is 80% of Eligible
                Compensation.

            


    

     

    
      	 	
              (4)

            	
              Stock.
                The number of shares of Stock deferred by a Participant shall be
                credited
                to the Account, including fractional shares. The credit for deferred
                Stock
                shall be entered on the Company’s books of account as soon as practicable.
                Dividends payable on Stock may be used to purchase additional Stock,
                as
                determined in the sole discretion of the
                Trustee.

            


    

     

    
      	 	
              (5)

            	
              Conditions
                of Election. Any Deferral election must be made in such form as
                required by the Committee, then completed by the Participant and
                delivered
                to the Company, together with all other documents required by the
                Committee. Each Deferral election shall be irrevocable with respect
                to any
                Eligible Compensation covered by the election, including Eligible
                Compensation payable in the Plan Year in which the election suspending
                or
                modifying the prior Deferral election is delivered to the Company.
                

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (6)

            	
              Evergreen
                Election. Each election or discontinuance of an election will
                continue in force for each successive Plan Year until or unless suspended
                or modified by the filing of a new election with the Company by the
                Participant in accordance with subsection (a)(2).
                

            


    

     

    
      	 	
              (7)

            	
              Transition
                Period Elections. Deferral elections for the 2005 Plan Year shall
                be made no later than March 15, 2005. Prior to January 1, 2006, a
                Participant shall be permitted to terminate participation in the
                Plan or
                cancel a Deferral election for the 2005 Plan Year, causing the amounts
                subject to such termination or cancellation to be includible in the
                Participant’s current income. 

            


    

     

    
      	 	
              (b)

            	
              Company
                Contributions. The Company shall not be obligated to make
                any other contribution to the Plan on behalf of any Participant at
                any
                time. The Company may make Company Contributions to the Plan on behalf
                of
                one or more the Participants. Company Contributions, if any, made
                to
                Participant Accounts shall be determined in the sole and absolute
                discretion of the Company, and may be made without regard to whether
                the
                Participant to whose Account such contribution is credited has made,
                or is
                making, Deferrals. The Company shall not be bound or obligated to
                apply
                any specific formula or basis for calculating the amount of any Company
                Contributions, and the Company shall have sole and absolute discretion
                as
                to the allocation of Company Contributions among Participants’ Accounts.
                The use of any particular formula or basis for making a Company
                Contribution in one year shall not bind or obligate the Company to
                use
                such formula or basis in any other
                year.

            


    

     

    
      	 	
              (c)

            	
              Incentive
                Plan. 

            


    

     

    
      	 	
              (1)

            	
              Deferral
                Election. Participants who are eligible for the Incentive Plan,
                and who are in Service from the beginning of the Incentive Plan’s
                performance period through the date of a Deferral election, may elect
                to
                defer Bonuses under the Plan according to procedures established
                by the
                Committee. Deferral of a Bonus must be made no later than the date
                that is
                6 months before the end of the performance period, but before the
                date
                that the fact of receipt or the amount of such Bonus becomes readily
                ascertainable. The election procedures for the Deferral of Bonuses
                shall
                be determined and, as necessary, supplemented by the Committee from
                time
                to time.

            


    

     

    
      	 	
              (2)

            	
              Conversion
                to Stock. The Committee may require that any Deferral election
                under this subsection specify the percentage or amount, if any, of
                the
                Bonus that the Participant elects to convert to Company common stock.
                Any
                payment converted to stock shall be issued in the Participant’s name for
                the number of shares based on the market price on the day that the
                payment
                is made. The conversion election must be made prior to the final
                Company
                fiscal year of the Incentive Plan performance period. One Deferral
                election must apply to the entire amount of stock converted for that
                Plan
                Year and provide for at least one year of
                Deferral.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              Administration
                of Deferral Elections. The Company shall withhold the amount
                or percentage of Base Salary specified to be deferred in equal amounts
                for
                each payroll period and shall withhold the amount or percentage of
                Bonus
                specified to be deferred at the time or times such Bonus is or otherwise
                would be paid to the Participant. The amount or percentage of Base
                Salary
                that a Participant elects to defer will remain constant for the Plan
                Year
                of the election and shall not be subject to change during the Plan
                Year. A
                Bonus election may be changed only according to subsection
                (c).

            


    

     

    
      	
              3.2

            	
              Vesting.
                All Deferrals from Eligible Compensation elected by the Participant
                shall
                be fully vested at all times. Notwithstanding any provision of the
                Plan to
                the contrary, Company Contributions, if any, may be subject to a
                substantial risk of forfeiture in accordance with the terms of a
                vesting
                schedule, which may be determined by the Company in its sole
                discretion.

            


    

     

    ARTICLE 4. PAYMENT
      OF
      DEFERRED COMPENSATION

     

    
      	
              4.1

            	
              Election
                of Timing of Payment.

            


    

     

    
      	 	
              (a)

            	
              Affirmative
                Election. Each Participant who makes a Deferral election for
                a Plan Year under Section 3.1 shall submit an election of the timing
                of
                payment applicable to that Deferral. Any Participant’s election of the
                timing of payment must satisfy the following
                conditions:

            


    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants. A Participant shall have 30 days from the
                date of first becoming a Participant to submit the required election
                for
                the then-current Plan Year. 

            


    

     

    
      	 	
              (2)

            	
              Plan
                Year Elections. Each other election must be made no later than
                the day prior to the beginning of the Plan Year during which the
                Eligible
                Compensation to be deferred is earned or such later date as may be
                permitted under Code Section 409A.

            


    

     

    
      	 	
              (3)

            	
              Transition
                Period Elections. Prior to January 1, 2008, a Participant shall
                be permitted to revoke or revise the designated timing of payment
                applicable to Eligible Compensation otherwise payable since the Effective
                Date and prior to January 1, 2008 shall be made no later than January
                1,
                2008. The revised election shall designate a time of payment described
                in
                subsection (b) according to procedures established by the Committee,
                provided that no change in the timing of payment shall result in
                acceleration of any payment to the year in which the revised election
                is
                made or delay of any payment otherwise payable in the year in which
                the
                election is made.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Timing.
                Participants may choose among the following times for payment in
                accordance with the procedures established by the
                Committee:

            


    

     

    
      	 	
              (1)

            	
              upon
                the
                Participant’s reaching a specified
                age,

            


    

     

    
      	 	
              (2)

            	
              upon
                the
                Participant’s Separation from Service,
                or

            


    

     

    
      	 	
              (3)

            	
              upon
                either—

            


    

     

    
      	 	
              (A)

            	
              the
                earlier to occur of the events in subsections (b)(1) and (b)(2),
                or 

            


    

     

    
      	 	
              (B)

            	
              the
                later to occur of the events in subsections (b)(1) and (b)(2).
                

            


    

     

    In
      the case of a Key Employee, any payment made on account of a Separation from
      Service shall not be made until a date that is 6 months after the date of
      Separation from Service. The initial payment shall be equal to the payments
      that
      would have been paid to the Key Employee had no 6-month delay applied, together
      with any earnings on such amount as applied in the sole discretion of the
      Committee.

     

    
      	 	
              (c)

            	
              Default
                Elections. In the event the Participant fails properly to
                designate the timing of payment, subject to a subsequent election
                made
                under Section 4.3, such amounts shall be payable upon the Participant’s
                Separation from Service.

            


    

     

    
      	 	
              (d)

            	
              Other
                Payment Events. Notwithstanding the Participant’s elected
                timing of payment, the Company shall commence payment upon the earliest
                to
                occur of the following events:

            


    

     

    
      	 	
              (1)

            	
              the
                Participant’s Hardship as provided in Section
                4.4;

            


    

     

    
      	 	
              (2)

            	
              a
                Change in
                Control of the Company as provided in Section
                4.5;

            


    

     

    
      	 	
              (3)

            	
              the
                Participant’s Disability, as determined by the Committee in its sole
                discretion, according to the Participant’s elected method of payment; or
                

            


    

     

    
      	 	
              (4)

            	
              the
                Participant’s death, according to the Participant’s elected method of
                payment.

            


    

     

    
      	
              4.2

            	
              Election
                of Method of Payment. 

            


    

     

    
      	 	
              (a)

            	
              Affirmative
                Election. Each Participant who makes a Deferral election for
                a Plan Year under Section 3.1 shall submit an election of the method
                of
                payment applicable to that Deferral. Any Participant’s election of the
                timing of payment must satisfy the following
                conditions:

            


    

     

    
      	 	
              (1)

            	
              Newly
                Eligible Participants. A Participant shall have 30 days from the
                date of first becoming a Participant to submit the required election
                for
                the then-current Plan Year. 

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (2)

            	
              Plan
                Year Elections. Each other election must be made no later than
                the day prior to the beginning of the Plan Year during which the
                Eligible
                Compensation to be deferred is earned or such later date as may be
                permitted under Code Section 409A.

            


    

     

    
      	 	
              (3)

            	
              Transition
                Period Elections. Prior to January 1, 2008, a Participant shall
                be permitted to revoke or revise the designated method of payment
                applicable to Eligible Compensation otherwise payable since the Effective
                Date and prior to January 1, 2008 shall be made no later than January
                1,
                2008. The revised election shall designate a method of payment described
                in subsection (b) according to procedures established by the Committee,
                provided that no change in the method of payment shall result in
                acceleration of any payment to the year in which the revised election
                is
                made or delay of any payment otherwise payable in the year in which
                the
                election is made.

            


    

     

    
      	 	
              (b)

            	
              Methods.
                Participants may choose among the following methods of payment in
                accordance with the procedures established by the
                Committee:

            


    

     

    
      	 	
              (1)

            	
              with
                respect
                to cash amounts—

            


    

     

    
      	 	
              (A)

            	
              a
                single lump
                sum payment,

            


    

     

    
      	 	
              (B)

            	
              monthly
                installments over a designated period of 60 months, which installments
                shall each be treated as a separate payment, subject to the procedures
                established under Section 4.3, or

            


    

     

    
      	 	
              (C)

            	
              monthly
                installments over a designated period of 120 months, which installments
                shall each be treated as a separate payment, subject to the procedures
                established under Section 4.3; and

            


    

     

    
      	 	
              (2)

            	
              with
                respect
                to Stock—

            


    

     

    
      	 	
              (A)

            	
              a
                single lump
                sum issuance, or

            


    

     

    
      	 	
              (B)

            	
              annual
                installments over a designated period of 5 years, which installments
                shall
                each be treated as a separate payment, subject to the procedures
                established under Section 4.3.

            


    

     

    
      	 	
              (c)

            	
              Default
                Elections. In the event the Participant fails properly to
                designate the method of payment, subject to a subsequent election
                made
                under Section 4.3, such amounts shall be payable in the form of a
                lump
                sum.

            


    

     

    
      	
              4.3

            	
              Subsequent
                Elections. Subject to Sections 4.1, 4.2, 4.9 and 4.10, a
                Participant may not accelerate the timing or method of any payment
                under
                the Plan, except as provided in the Regulations. Any change to an
                election
                regarding the timing or method of payment must satisfy the following
                conditions:

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (a)

            	
              the
                subsequent election to delay a payment must be made no later than
                12
                months prior to the date of the first scheduled payment;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                first
                payment must be deferred for a period of at least 5 years from the
                date
                the payment would otherwise have been
                made.

            


    

     

    In
      the case of a subsequent election to change the timing of monthly installments,
      each subsequent election will apply to the installments to be made over a
      12-month period, starting with the first installment designated by the
      Participant’s subsequent election.

     

    If
      such subsequent election does not satisfy the conditions specified in this
      section, the prior election shall be used to determine the method and timing
      of
      payment. The last effective election accepted and acknowledged by the Committee
      shall govern the payment of the applicable portion of the Participant’s Account.
      Elections under this subsection will not affect the method or timing of payments
      made on account of Hardship, Disability or death except as otherwise provided
      in
      this article.

     

    
      	
              4.4

            	
              Payment
                upon Hardship. A Participant may apply for payment from his
                or her Account to the extent that the Participant demonstrates to
                the
                reasonable satisfaction of the Committee that he or she needs the
                specified funds due to Hardship. The Committee may deny or approve
                all or
                any portion of a payment upon Hardship upon terms permitted under
                the Code
                and Regulations, as determined in its sole
                discretion.

            


    

     

    
      	
              4.5

            	
              Payment
                Following a Change in Control.


            


    

     

    
      	 	
              (a)

            	
              Payment
                Following a Change in Control. Notwithstanding any other
                provisions of the Plan, in the event a Participant has not experienced
                an
                elected payment event at the time of a Change in Control, then the
                Participant shall be entitled to receive payment of his or her Account
                balance in a lump sum payment within 30 days of a Change in
                Control.

            


    

     

    
      	 	
              (b)

            	
              Payments
                Commenced. Following a Change in Control, any Participant
                (or Beneficiary thereof) already receiving payments under the Plan
                shall
                continue to receive the balance of the Participant’s Account paid
                according to the method elected by the Participant, subject to the
                acceleration of payment pursuant to a termination and liquidation
                of the
                Plan pursuant to Section 4.11(e).

            


    

     

    
      	
              4.6

            	
              Payment
                upon Death. Upon a Participant’s death, the Participant’s
                Beneficiary will be entitled to receive the balance of the future
                payments
                of the Participant’s Account according to the method of payment elected by
                the Participant. If the Participant has received all of the scheduled
                payments prior to his or her death, no further benefits shall be
                due under
                the Plan.

            


    

     

    
      	
              4.7

            	
              Designation
                of Beneficiary. The Participant may designate a Beneficiary
                or Beneficiaries to receive any amount due hereunder by the Participant
                by
                written notice thereof to the Company at any time prior to his or
                her
                death and may revoke or change the Beneficiary so designated without
                the
                Beneficiary’s consent by written notice delivered to the Company at any
                time and from time to time prior to the Participant’s death. If the
                Participant is married and a resident of a community property state,
                one
                half of any amount due under the Plan which is the result of an amount
                contributed to the Plan during the Participant’s marriage is the community
                property of the Participant’s spouse and the Participant may designate a
                Beneficiary or Beneficiaries to receive only the Participant’s one-half
                interest. If the Participant shall have failed to designate a Beneficiary,
                or if no such Beneficiary shall survive him or her, then such amount
                shall
                be paid to his or her estate. To be effective, Beneficiary designations
                must be completed according to procedures established by the
                Committee.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              4.8

            	
              Administration
                of Payments. Payment of the lump sum or the first of a series
                of installments shall be made or commence within 90 days following
                the
                date of the payment event or identification of the Beneficiary, if
                later,
                as applicable, but in no event later than the end of the 21⁄2 month period
                following the Plan Year in which occurs the payment event. Subsequent
                installments, if any, shall be made on the first day of each month
                following the first installment as determined by the Company. The
                amount
                of each installment shall be calculated by dividing the Account balance
                as
                of the date of the payment by the number of installments remaining
                pursuant to the Participant’s payment
                election.

            


    

     

    
      	
              4.9

            	
              Permitted
                Acceleration of Payments. To the extent permitted by Code
                Section 409A and the Regulations, the Company shall commence or accelerate
                payment to Participant, Participant’s Beneficiary or other appropriate
                payee the portion of Participant’s Account authorized for payment in
                accordance with Code Section 409A and the Regulations, including
                the
                following:

            


    

     

    
      	 	
              (a)

            	
              amounts
                payable to an individual other than the Participant to the extent
                necessary to fulfill a domestic relations order approved by the Committee
                in its sole discretion;

            


    

     

    
      	 	
              (b)

            	
              de
                minimis
                cashout payments that result in the termination of the entirety of
                a
                Participant’s interest in the Plan, a Deferred Compensation Plan
                maintained by the Company and any other arrangement that is aggregated
                with the Plan under the Regulations, if the payment is not greater
                than
                the dollar amount applicable under Code Section 402(g)(1)(B) ($15,500
                in
                2007); 

            


    

     

    
      	 	
              (c)

            	
              payment
                to
                Participant to pay the Federal Insurance Contributions Act tax imposed
                under Code Section 3101 and 3121(v)(2) on Eligible Compensation deferred
                under the Plan, grossed up as permitted under the Regulations;
                

            


    

     

    
      	 	
              (d)

            	
              in
                the event
                the Plan with respect to that Participant fails to meet the requirements
                of Code Section 409A and the Regulations, payment to Participant
                in an
                amount not to exceed the amount required to be included in income
                as a
                result of the failure to comply with the requirements of Code Section
                409A
                and the Regulations;

            


    

     

    
      	 	
              (e)

            	
              payment
                upon
                termination and liquidation of the Plan within 12 months following
                a
                Liquidation, provided that payment is included in the Participant’s income
                in the tax year in which occurs the latest of the Plan termination,
                lapse
                of any substantial risk of forfeiture, or payment becomes administratively
                practicable; 

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              payment
                upon
                termination and liquidation of the Plan pursuant to irrevocable action
                taken by the Company within 30 days preceding or 12 months following
                a
                Change in Control, provided that any other arrangement that is aggregated
                with the Plan under the Regulations is also terminated and liquidated
                with
                respect to each Participant that experienced the Change in Control;
                and
                

            


    

     

    
      	 	
              (g)

            	
              payment
                upon
                termination and liquidation of the Plan, provided that (i) Plan
                termination and liquidation does not occur proximate to a downturn
                in the
                Company’s financial health, (ii) any other arrangement that is aggregated
                with the Plan under the Regulations is also terminated and liquidated
                with
                respect to each Participant that experienced the Change in Control,
                (iii)
                no Plan liquidation payments are made within 12 months following
                the date
                the Company takes all necessary irrevocable action to terminate and
                liquidate the Plan (the “termination date”) (other than payments payable
                for reasons other than Plan liquidation), (iv) all payments are made
                within 24 months of the termination date; and (v) the Company does
                not
                adopt a new plan that would be aggregated with any terminated and
                liquidated plan if the same Participant participated in both plans,
                at any
                time within 3 years following the termination
                date.

            


    

     

    
      	
              4.10

            	
              Permitted
                Delay of Payments. To the extent permitted by Code Section
                409A and the Regulations, the Company shall delay payment to Participant,
                Participant’s Beneficiary or other appropriate payee the portion of
                Participant’s vested Plan Benefit authorized for
                payment—

            


    

     

    
      	 	
              (a)

            	
              to
                the extent
                that the Committee reasonably anticipates that the Company’s deduction
                with respect to such payment otherwise would be limited or eliminated
                by
                application of Code Section 162(m);


            


    

     

    
      	 	
              (b)

            	
              to
                the extent
                that the Committee reasonably anticipates that the making of the
                payment
                will violate federal securities laws or other applicable law;
                or

            


    

     

    
      	 	
              (c)

            	
              upon
                such
                other events and conditions as may be permitted under the Code and
                the
                Regulations;

            


    

     

    provided
      that the
      payment shall be made at the earliest date at which the Committee reasonably
      anticipates that the applicable circumstance specified above is of no further
      force or effect.

     

    ARTICLE 5.
      TRUST AND INVESTMENT

     

    
      	
              5.1

            	
              Accounts.
                The Company shall establish separate Accounts for each Participant
                who
                participates in the Plan. No special fund shall be established nor
                shall
                any note or security be issued by the Company with respect to a
                Participant’s Accounts.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              5.2

            	
              Participants’
                Rights Unsecured. The right of the Participant or his or her
                Beneficiary to receive a payment hereunder shall be an unsecured
                claim
                against the general assets of the Company, and neither the Participant
                nor
                his or her Beneficiary shall have any rights in or against any amount
                credited to his or her Account or any other specific assets of the
                Company, except as otherwise provided in the Trust. Nothing contained
                in
                the Plan, and no action taken pursuant to its provisions, shall create
                or
                be construed to create a trust of any kind or a fiduciary relationship
                between the Plan and the Company or any other
                person. 

            


    

     

    
      	
              5.3

            	
              Trust
                Agreement. The Company may establish the Trust for the
                purpose of retaining assets set aside by the Company pursuant to
                the Trust
                Agreement for payment of all or a portion of the amounts payable
                pursuant
                to the Plan. Any benefits not paid from the Trust shall be paid solely
                from the Company’s general funds, and any benefits paid from the Trust
                shall be credited against and reduced by a corresponding amount the
                Company’s liability to the Participants under the Plan. No special or
                separate fund, other than the Trust Agreement, shall be established
                and no
                other segregation of assets shall be made to assure the payment of
                any
                benefits hereunder. All Trust Funds shall be subject to the claims
                of
                general creditors of the Company in the event the Company is insolvent
                (as
                that term is defined in the Trust Agreement). The obligations of
                the
                Company to pay benefits under the Plan constitute an unfunded, unsecured
                promise to pay and Participants shall have no greater rights than
                general
                creditors of the Company. Trust assets shall not, at any time, be
                located
                outside of the United States or be transferred outside of the United
                States, whether or not such assets are available to satisfy claims
                of
                general creditors.

            


    

     

    
      	
              5.4

            	
              Crediting
                and Debiting of Account. In accordance with and subject to
                the rules and procedures that are established from time to time by
                the
                Committee, in its sole discretion, amounts shall be credited or debited
                to
                a Participant’s Account in accordance with the following
                rules:

            


    

     

    
      	 	
              (a)

            	
              Measurement
                Funds. The Committee shall select from time to time certain
                mutual funds, insurance company separate accounts, indexed rates
                or other
                methods (the “measurement funds”) for purposes of crediting or debiting
                additional amounts to Participants’ Account. The Committee may
                discontinue, substitute or add a measurement fund; provided however,
                that
                (1) any decision to retain, discontinue or substitute a measurement
                fund shall be made in good faith, and (2) there shall at all times be
                a minimum of 4 measurement funds of materially different risk and
                return
                characteristics. 

            


    

     

    
      	 	
              (b)

            	
              Election
                of Measurement Funds. A Participant shall elect, according
                to procedures establish by the Committee, one or more measurement
                fund(s)
                to be used to determine the amounts to be credited or debited to
                his or
                her Account. If a Participant does not elect any of the measurement
                funds
                as described in the previous sentence, the Participant’s Account Balance
                may automatically be allocated into a default measurement fund which
                is
                selected by the Committee. A Participant may elect to change his
                or her
                measurement funds and/or allocations among measurement funds from
                time to
                time according to procedures established by the Committee. Each election
                shall be implemented according to procedures established by the Committee
                and shall continue thereafter for each subsequent day in which the
                Participant has an Account. The Committee may, in its sole discretion,
                determine that an election is void, shall not be applied or shall
                be
                substituted with the Trustee’s choice of measurement funds. The Committee
                may also provide that a change shall not take effect for a specified
                period of time following the Committee’s receipt of such an election.
                

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Crediting
                or Debiting Method. The performance of each elected
                measurement fund (either positive or negative) will be determined
                by the
                Committee based on the performance of the measurement funds themselves.
                A
                Participant’s Account shall be credited or debited not less frequently
                than on a monthly basis based on the performance of each selected
                measurement fund for the corresponding period of
                time.

            


    

     

    
      	 	
              (d)

            	
              No
                Actual Investment. Notwithstanding any other provision of
                this Plan that may be interpreted to the contrary, the measurement
                funds
                are to be used for measurement purposes only, and a Participant’s election
                of any such measurement fund, the allocation of his or her Account
                thereto, the calculation of additional amounts and the crediting
                or
                debiting of such amounts to a Participant’s Account shall not be
                considered or construed in any manner as an actual investment of
                his or
                her Account in any such measurement fund. In the event that the Company
                or
                the Trustee, in its own discretion, decides to invest funds in any
                or all
                of the investments on which the measurement funds are based, no
                Participant shall have any rights in or to such investments themselves.
                

            


    

     

    
      	
              5.5

            	
              Voting
                of Stock . As determined by the Trustee, the Participant may
                be provided the right to direct the proxy holder as to the manner
                in which
                the proxy holder is to vote the Stock credited to the Participant’s
                Account. The Trustee, in its sole discretion, shall have the right
                to vote
                shares for which it has received no directions from the Participant.
                With
                respect to all rights other than the right to vote, the Company shall
                follow the directions of the
                Committee.

            


    

     

    ARTICLE 6.
      AMENDMENT AND TERMINATION

     

    
      	
              6.1

            	
              Amendment.
                The Committee shall have the right to amend the Plan at any time
                and from
                time to time, including by retroactive amendment. Any such amendment
                shall
                become effective upon the date stated therein, and shall be binding
                on all
                Participants, except as otherwise provided in such amendment; provided,
                however, that said amendment shall not adversely affect benefits
                previously accrued to the affected Participant without the Participant’s
                written approval. Benefits accruing to a Participant pursuant to
                any
                employment agreement in effect between the Company and the Participant
                that entitles the Participant to participate in and to certain rights
                under the Plan shall not be affected by an amendment of the Plan
                except as
                required by Code Section 409A and the Regulations.
                

            


    

     

    
      	
              6.2

            	
              Termination.
                The Committee shall have the right to terminate and liquidate the
                Plan to
                the fullest extent permitted by Code Section 409A, including (a)
                termination of the Plan within 12 months following a Liquidation,
                or (b)
                within 30 days preceding or 12 months following a Change in Control,
                provided that such termination following a Change in Control shall
                not
                result in a diminution of benefits accrued under the Plan, or (c)
                the
                termination covers all arrangements sponsored by the Company that
                would be
                aggregated with the Plan and cover any Participant of the Plan, the
                termination does not occur proximate to a downturn in the financial
                health
                of the Company, and payments are made after 12 months, but within
                24
                months, following the termination.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE 7.
      ADMINISTRATION

     

    
      	
              7.1

            	
              Administration.
                The Committee shall administer and interpret the Plan in accordance
                with
                the provisions of the Plan and the Trust Agreement. Any determination
                or
                decision by the Committee shall be conclusive and binding on all
                persons
                who at any time have or claim to have any interest whatever under
                the
                Plan. To the extent required to avoid penalties, the Committee intends
                to
                interpret and operate the Plan in all respects in compliance with
                Code
                Section 409A and the Regulations.

            


    

     

    
      	
              7.2

            	
              Applying
                for Benefits. The following claims procedures are generally
                applicable to claims filed under the Plan. To the extent required
                by law
                and to the extent the Committee is ruling on a claim for benefits
                on
                account of a disability, the Plan will follow, with respect to that
                claim,
                claims procedures required by law for plans providing disability
                benefits.

            


    

     

    
      	 	
              (a)

            	
              General
                Procedures. Subject to the provisions of subsection (b), the
                following procedures shall apply in the determination of claims under
                the
                Plan.

            


    

     

    
      	 	
              (1)

            	
              Filing
                a Claim. All applications and claims for benefits shall be filed
                in writing by the Participant, his or her Beneficiary, or the authorized
                representative of the claimant, by completing the procedures required
                by
                the Committee. The procedures shall be reasonable and may include
                the
                completion of forms and the submission of documents and additional
                information.

            


    

     

    
      	 	
              (2)

            	
              Review
                of Claim. The Committee shall review all applications and claims
                for benefits and shall decide whether to approve or deny the claim
                in
                whole or in part. If a claim is denied in whole or in part, the Committee
                shall provide written notice of denial to the claimant within a reasonable
                period of time no later than 90 days after the Committee receives
                the
                claim, unless special circumstances require an extension of time
                for
                processing the claim. If an extension is required, the Committee
                shall
                notify the claimant in writing (including by electronic media) by
                the end
                of the initial 90-day period and indicate the special circumstances
                requiring an extension of time and the date by which the Committee
                expects
                to render a decision on the claim. The extension shall not exceed
                an
                additional 90 days. The notice of denial shall be written (including
                in
                electronic media) in a manner calculated to be understood by the
                claimant
                and shall include the following:

            


    

     

    
      	 	
              (A)

            	
              specific
                reasons for the denial;

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (B)

            	
              specific
                references to pertinent Plan
                provisions;

            


    

     

    
      	 	
              (C)

            	
              description
                of any additional material or information necessary for the claimant
                to
                perfect his or her claim and an explanation of why such material
                or
                information is necessary; and

            


    

     

    
      	 	
              (D)

            	
              appropriate
                information as to the steps the claimant should take if he or she
                wishes
                to submit the denied claim for review, including any applicable time
                limits and including a statement of the claimant’s right to bring a civil
                action under ERISA Section 502(a) following a denied claim on
                review.

            


    

     

    
      	 	
              (3)

            	
              Appealing
                a Claims Denial. If the claimant wishes a review of the denied
                claim, he or she shall notify the Committee in writing within 60
                days of
                the claimant’s receipt of notification of the denied claim. The claimant
                or the claimant’s representative may review pertinent Plan documents and
                may submit issues or comments to the Committee in writing. The claimant
                or
                the claimant’s representative may provide the Committee with a written
                statement of the claimant’s position and with written materials in support
                of his or her position, including documents, records and other information
                relating to the claim. The claimant or the claimant’s representative may
                have, upon request and free of charge, reasonable access to, and
                copies
                of, all documents, records and other information relevant to the
                claim. A
                document, record or other information shall be considered relevant
                to the
                claim if such document, record or other information (A) was relied
                upon in
                making the benefit determination, (B) was submitted, considered or
                generated in the course of making the benefit determination, without
                regard to whether such document, record or other information was
                relied
                upon in making the benefit determination, or (C) demonstrates
                compliance with the administrative processes and safeguards designed
                to
                ensure and verify that benefit claim determinations are made in accordance
                with the Plan and that, where appropriate, the Plan provisions have
                been
                applied consistently with respect to similarly situated
                claimants.

            


    

     

    
      	 	
              (4)

            	
              Review
                of Appeal. The Committee shall forward all requests for review of
                a denied claim together with all associated documents to the Chairman
                of
                the Committee promptly after receipt. The Committee shall make its
                decision on review solely on the basis of the written record, including
                documents and written materials submitted by the claimant and/or
                the
                claimant’s representative. The Committee shall make a decision on review
                within a reasonable period of time, not later than 60 days after
                the
                Committee receives the claimant’s written request for review unless
                special circumstances require additional time for review of the claim.
                If
                the Committee needs an extension of time to review the claim, it
                shall
                notify the claimant in writing before the end of the initial 60-day
                period, and shall indicate the special circumstances requiring an
                extension of time and the date by which the Committee expects to
                render
                the determination on review. The extension shall not be longer than
                an
                additional 60 days. The decision on review will be written in a manner
                calculated to be understood by the claimant. If the claim is denied,
                the
                written noticed shall include specific reasons for the decision as
                well as
                specific references to pertinent Plan provisions on which the decision
                is
                based, a statement of the claimant’s right to bring an action under ERISA
                Section 502(a) and a statement that the claimant is entitled to
                receive, upon request and free of charge, reasonable access to, and
                copies
                of, all documents, records and other information relevant to the
                claimant’s claim for benefits, with “relevant” defined as provided in the
                previous subsection. 

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Determination
                of Disability. To the extent the Committee is determining a
                claims for benefits under the Plan on account of a Disability, the
                above
                procedures shall be modified as necessary to comply with ERISA Section
                503
                and Department of Labor Regulations
                Section 2560.503-1(d).

            


    

     

    
      	
              7.3

            	
              Liability
                of Committee; Indemnification. To the extent permitted by
                law, the Committee shall not be liable to any person for any action
                taken
                or omitted in connection with the interpretation and administration
                of the
                Plan unless attributable to his or her own bad faith or willful
                misconduct. The Committee may employ legal counsel, consultants,
                actuaries
                and agents as they may deem desirable in the administration of the
                Plan
                and may rely on the opinion of such counsel or the computations of
                such
                consultant or other agent. The Committee shall provide for the keeping
                of
                detailed written minutes of its actions hereunder, which shall be
                reviewed
                by the legal counsel or the consultant engaged by the Committee prior
                to
                their finalization.

            


    

     

    
      	
              7.4

            	
              Expenses.
                The costs of the establishment of the Plan and the adoption of the
                Plan by
                the Company, including but not limited to legal and accounting fees,
                shall
                be borne by the Company. The expenses of administering the Plan shall
                be
                borne by the Trust; provided, however, that the Company shall bear,
                and
                shall not be reimbursed by, the Trust for any tax liability of the
                Company
                associated with the investment of assets by the Trust. All taxes
                associated with participation in the Plan, including any tax liability
                under Code Section 409A, shall be borne by the
                Participant.

            


    

     

    ARTICLE 8.
      GENERAL AND MISCELLANEOUS

     

    
      	
              8.1

            	
              Rights
                Against the Company. Except as expressly provided by the
                Plan, the establishment of the Plan shall not be construed as giving
                to
                any Participant or to any person whomsoever, any legal, equitable
                or other
                rights against the Company, or against its officers, directors, agents
                or
                shareholders, or as giving to any Participant or Beneficiary any
                equity or
                other interest in the assets, business or shares of the Company or
                giving
                any Participant the right to be retained in the employment of the
                Company.
                The services of any Participant shall be subject to termination (with
                or
                without cause) to the same extent they would have been if the Plan
                had
                never been adopted. The rights of a Participant hereunder shall be
                solely
                those of an unsecured general creditor of the Company. Neither the
                Plan
                nor any action taken hereunder shall be construed as giving to any
                Participant the right to continue rendering services to or for the
                benefit
                of the Company or as affecting the right of the Company to dismiss
                any
                Participant. Any benefit payable under the Plan shall not be deemed
                salary
                or other compensation for the purpose of computing benefits under
                any
                Participant benefit plan or other arrangement of the Company for
                the
                benefit of its Participants.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              8.2

            	
              Assignment
                or Transfer. No right, title or interest of any kind in the
                Plan shall be transferable or assignable by any Participant or Beneficiary
                or be subject to alienation, anticipation, encumbrance, garnishment,
                attachment, execution or levy of any kind, whether voluntary or
                involuntary, nor subject to the debts, contracts, liabilities,
                engagements, or torts of the Participant or Beneficiary. Any attempt
                to
                alienate, anticipate, encumber, sell, transfer, assign, pledge, garnish,
                attach or otherwise subject to legal or equitable process or encumber
                or
                dispose of any interest in the Plan shall be void.
                

            


    

     

    
      	
              8.3

            	
              Severability.
                If any provision of the Plan shall be declared illegal or invalid
                for any
                reason, said illegality or invalidity shall not affect the remaining
                provisions of the Plan but shall be fully severable, and the Plan
                shall be
                construed and enforced as if said illegal or invalid provision had
                never
                been inserted herein. 

            


    

     

    
      	
              8.4

            	
              Construction.
                The article and section headings and numbers are included only for
                convenience of reference and are not to be taken as limiting or extending
                the meaning of any of the terms and provisions of the Plan. Whenever
                appropriate, words used in the singular shall include the plural
                or the
                plural may be read as the singular. When used herein, the masculine
                gender
                includes the feminine gender. 

            


    

     

    
      	
              8.5

            	
              Governing
                Law. The validity and effect of the Plan and the rights
                and
                obligations of all persons affected hereby shall be construed and
                determined in accordance with the laws of the State of Delaware unless
                superseded by federal law, which shall govern correspondingly.
                

            


    

     

    
      	
              8.6

            	
              Payment
                Due to Incompetence. If the Committee receives evidence that
                a Participant or Beneficiary entitled to receive any payment under
                the
                Plan is physically or mentally incompetent to receive such payment,
                the
                Committee may, in its sole and absolute discretion, direct the payment
                to
                any other person or trust which has been legally appointed by the
                courts
                or to any other person determined by the Company to be a proper recipient
                on behalf of such person otherwise entitled to payment, or any of
                them, in
                such manner and proportion as the Company may deem proper. Any such
                payment shall be in complete discharge of the Company’s obligations under
                the Plan. 

            


    

     

    
      	
              8.7

            	
              Taxes.
                All amounts payable hereunder shall be reduced by any and
                all federal, state, and local taxes imposed upon Participant or his
                or her Beneficiary, which are required to be paid or withheld by
                the
                Company. The determination of the Company regarding applicable income
                and
                employment tax withholding requirements shall be final and binding
                on
                Participant.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	
              8.8

            	
              Insurance.
                In the event that any Participant elects, in his or her discretion,
                to
                independently purchase an insurance policy covering the inability
                of the
                Plan or the Trust to make any payments to which Participant is entitled
                under the Plan or the Trust, the Company shall use its best efforts
                to
                facilitate the payment by Participant of any applicable excise taxes
                which
                become due as the result of the payment of premiums under such policy.
                Nothing contained herein shall be construed as an endorsement by
                the
                Company of the purchase of such a policy or a recommendation by the
                Company that the purchase of such a policy is necessary or desirable
                as
                the result of Participant’s participation in the Plan. In the event that
                such insurance would result in adverse tax consequences to the
                Participant, the Participant shall terminate such
                insurance.

            


    

     

    
      	
              8.9

            	
              Attorney’s
                Fees. The Company shall pay the reasonable attorney’s fees
                incurred by any Participant in an action brought against the Company
                to
                enforce Participant’s rights under the Plan, provided that such fees shall
                only be payable in the event that the Participant prevails in such
                action.

            


    

     

    
      	
              8.10

            	
              Plan
                Binding on Successors and Assignees. The Plan shall be
                binding upon and inure to the benefit of the Company and its successor
                and
                assigns and the Participant and the Participant’s designee and
                estate.

            


    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005

                  


          

        

         

      

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Acknowledgment

     

    The
      undersigned
      Participant hereby acknowledges that the Company has selected him or her as
      a
      participant in the Building Materials Holding Corporation 2005 Deferred
      Compensation Plan for Executives, as amended from time to time, subject to
      all
      terms and conditions of the Plan, a copy of which has been received, read,
      and
      understood by the Participant in conjunction with executing this Acknowledgment.
      The Participant acknowledges that he or she has had satisfactory opportunity
      to
      ask questions regarding his or her participation in the Plan and has received
      satisfactory answers to any questions asked. The Participant also acknowledges
      that he or she has sufficient knowledge and experience in financial and business
      matters to be capable of evaluating the merits and risks of participation in
      the
      Plan. The Participant understands that his or her participation in the Plan
      shall not begin until this Acknowledgment has been signed by the Participant
      and
      returned to the Company.

     

    
      	Building
              Materials Holding Corporation	 	Participant
	 	 	 
	By:	  
	 	Signature:	  

	 	 	 
	Title:	  
	 	Name:	 

	 	 	 
	Date:	 
	 	Date:	  



    

    
       

      
        
          
            	Deferred
                    Compensation Plan for Executives 	
                     1/1/2005