Exhibit
          10.50

        Building
          Materials Holding Corporation

      

       

      2005
        Deferred Compensation Plan

      for
        Directors

       

      (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

              	
                Beneficiary

              	
                1

              
	
                1.3

              	
                Board
                  of
                  Directors

              	
                1

              
	
                1.4

              	
                Cash
                  Account

              	
                1

              
	
                1.5

              	
                Change
                  in
                  Control

              	
                1

              
	
                1.6

              	
                Code

              	
                2

              
	
                1.7

              	
                Committee

              	
                2

              
	
                1.8

              	
                Company

              	
                2

              
	
                1.9

              	
                Company
                  Contributions

              	
                2

              
	
                1.10

              	
                Compensation

              	
                2

              
	
                1.11

              	
                Deferral

              	
                2

              
	
                1.12

              	
                Disability

              	
                3

              
	
                1.13

              	
                Effective
                  Date

              	
                3

              
	
                1.14

              	
                ERISA

              	
                3

              
	
                1.15

              	
                Fees

              	
                3

              
	
                1.16

              	
                Hardship

              	
                3

              
	
                1.17

              	
                Liquidation

              	
                3

              
	
                1.18

              	
                Participant

              	
                3

              
	
                1.19

              	
                Plan

              	
                4

              
	
                1.20

              	
                Plan
                  Year

              	
                4

              
	
                1.21

              	
                Regulations

              	
                4

              
	
                1.22

              	
                Separation
                  from Service

              	
                4

              
	
                1.23

              	
                Service

              	
                4

              
	
                1.24

              	
                Stock

              	
                4

              
	
                1.25

              	
                Trust
                  or
                  Trust Agreement

              	
                4

              
	
                1.26

              	
                Trust
                  Fund

              	
                4

              
	
                1.27

              	
                Trustee

              	
                4

              
	 	 	
              
	
                ARTICLE
                  2. ELIGIBILITY

              	
                4

              
	
                2.1

              	
                Eligibility
                  Requirements

              	
                4

              
	
                2.2

              	
                Lapse
                  of
                  Eligibility

              	
                5

              
	 	 	 
	
                ARTICLE
                  3. DEFERRED COMPENSATION

              	
                5

              
	
                3.1

              	
                Deferral
                  Elections

              	
                5

              
	
                3.2

              	
                Vesting

              	
                7

              
	 	 	
              
	
                ARTICLE
                  4. PAYMENT OF DEFERRED COMPENSATION

              	
                7

              
	
                4.1

              	
                Election
                  of
                  Timing of Payment

              	
                7

              
	
                4.2

              	
                Election
                  of
                  Method of Payment

              	
                8

              
	
                4.3

              	
                Subsequent
                  Elections

              	
                9

              
	
                4.4

              	
                Payment
                  upon
                  Hardship

              	
                9

              
	
                4.5

              	
                Payment
                  Following a Change in Control

              	
                10

              


      

       

      
        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                4.6

              	
                Payment
                  upon
                  Death

              	
                10

              
	
                4.7

              	
                Designation
                  of Beneficiary

              	
                10

              
	
                4.8

              	
                Administration
                  of Payments

              	
                10

              
	
                4.9

              	
                Permitted
                  Acceleration of Payments

              	
                11

              
	
                4.10

              	
                Permitted
                  Delay of Payments

              	
                12

              
	 	 	 
	
                ARTICLE
                  5. TRUST AND INVESTMENT

              	
                12

              
	
                5.1

              	
                Accounts

              	
                12

              
	
                5.2

              	
                Participants’
                  Rights Unsecured

              	
                12

              
	
                5.3

              	
                Trust
                  Agreement

              	
                12

              
	
                5.4

              	
                Crediting
                  and
                  Debiting of Account

              	
                13

              
	
                5.5

              	
                Voting
                  of
                  Stock Held in Stock Accounts

              	
                14

              
	 	 	 
	
                ARTICLE
                  6. AMENDMENT AND TERMINATION

              	
                14

              
	
                6.1

              	
                Amendment

              	
                14

              
	
                6.2

              	
                Termination

              	
                14

              
	 	 	 
	
                ARTICLE
                  7. ADMINISTRATION

              	
                14

              
	
                7.1

              	
                Administration

              	
                14

              
	
                7.2

              	
                Applying
                  for
                  Benefits

              	
                14

              
	
                7.3

              	
                Liability
                  of
                  Committee; Indemnification

              	
                17

              
	
                7.4

              	
                Expenses

              	
                17

              
	 	 	 
	
                ARTICLE
                  8. GENERAL AND MISCELLANEOUS

              	
                17

              
	
                8.1

              	
                Rights
                  Against the Company

              	
                17

              
	
                8.2

              	
                Assignment
                  or
                  Transfer

              	
                17

              
	
                8.3

              	
                Severability

              	
                18

              
	
                8.4

              	
                Construction

              	
                18

              
	
                8.5

              	
                Governing
                  Law

              	
                18

              
	
                8.6

              	
                Payment
                  Due
                  to Incompetence

              	
                18

              
	
                8.7

              	
                Taxes

              	
                18

              
	
                8.8

              	
                Insurance

              	
                18

              
	
                8.9

              	
                Attorney’s
                  Fees

              	
                19

              
	
                8.10

              	
                Plan
                  Binding
                  on Successors and Assignees

              	
                19

              
	 	 	 
	 	
                Attachment Acknowledgment

              	 


      

      
      

      
         

        
          
            	
                    Deferred
                      Compensation Plan for Directors

                  	
                    1/1/2005

                  


          

        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        BUILDING
          MATERIALS HOLDING CORPORATION

      

      2005
        DEFERRED COMPENSATION PLAN

      FOR
        DIRECTORS

       

      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 non-employee directors and management consultants 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 term “Account” shall include the
                  Cash Account and the Stock Account, except where the context indicates
                  otherwise. The Company shall furnish each Participant with a statement
                  of
                  his or her Account balances at least
                  annually.

              


      

       

      
        	
                1.2

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

              


      

       

      
        	
                1.3

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

              


      

       

      
        	
                1.4

              	
                Cash
                  Account means the separate account established under the
                  Plan for each Participant who elects to defer Fees in a form other
                  than
                  Stock.

              


      

       

      
        	
                1.5

              	
                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).

              


      

       

      
        	
                1.6

              	
                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.

              


      

       

      
        	
                1.7

              	
                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.

              


      

       

      
        	
                1.8

              	
                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.

              


      

       

      
        	
                1.9

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

              


      

       

      
        	
                1.10

              	
                Compensation
                  means any and all Fees payable or Stock issuable to Participants
                  for
                  Service rendered.

              


      

       

      
        	
                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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                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

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

              


      

       

      
        	
                1.15

              	
                Fees
                  means cash amounts payable to Participants for Service
                  rendered.

              


      

       

      
        	
                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.

              


      

       

      
        	
                1.17

              	
                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).

              


      

       

      
        	
                1.18

              	
                Participant
                  means any individual who is (a) a member of the Board of Directors
                  who is
                  not an employee of the Company, or (b) providing management consultation
                  to the Company in his or her capacity as an independent contractor,
                  and
                  who is designated by the Company to be entitled to defer compensation
                  pursuant to the Plan, or (c) an individual who previously satisfied
                  the
                  conditions of this section and has an Account under the Plan. The
                  term
                  “Participant” includes a Participant’s Beneficiary where the context so
                  requires.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                1.19

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

              


      

       

      
        	
                1.20

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

              


      

       

      
        	
                1.21

              	
                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.

              


      

       

      
        	
                1.22

              	
                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.

              


      

       

      
        	
                1.23

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

              


      

       

      
        	
                1.24

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

              


      

       

      
        	
                1.25

              	
                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.

              


      

       

      
        	
                1.26

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

              


      

       

      
        	
                1.27

              	
                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 non-employee directors or independent
                  contractors,

              


      

       

      
        	 	
                (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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Deferral
        of
        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.

       

      
        	
                2.2

              	
                Lapse
                  of Eligibility. 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 Fees and/or Stock
                  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 Compensation must satisfy the following
                  conditions:

              


      

       

      
        	 	
                (1)

              	
                Newly
                  Eligible Participants. A Participant who is elected as a director
                  during a Plan Year shall have 30 days from the date of first becoming
                  a
                  Participant to submit the required election documents 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
                  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 to be
                  withheld from Fees is $5,000. The minimum percentage of Stock that
                  may be
                  deferred annually is 100%.

              


      

       

      
        	 	
                (4)

              	
                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
                  Compensation covered by the election, including Compensation payable
                  in
                  the Plan Year in which the election suspending or modifying the
                  prior
                  Deferral election is delivered to the Company.


              


      

       

      
        	 	
                (5)

              	
                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).
                  

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (6)

              	
                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
                  Participants’ Cash 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 Cash 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’ Cash 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)

              	
                Accounts.
                  Fees deferred by a Participant shall be credited to the Stock Account
                  or
                  the Cash Account as elected by the Participant. Deferral elections
                  must
                  specify, in increments of 25% of the deferred Fees covered by the
                  election, the percentages to be allocated between the Stock Account
                  and
                  the Cash Account. Elections shall be irrevocable and applied on
                  a
                  consistent basis for the Plan Year; no transfers between the Stock
                  Account
                  and the Cash Account shall be permitted. No special fund shall
                  be
                  established nor shall any notes or securities be issued by the
                  Company
                  with respect to a Participant’s Accounts.


              


      

       

      
        	 	
                (1)

              	
                Fees.
                  The credit for deferred Fees shall be entered on the Company’s books of
                  account each quarter at the time that Fees are paid to other directors
                  who
                  do not elect to defer the payment of such Fees.


              


      

       

      
        	 	
                (2)

              	
                Stock.
                  The number of shares of Stock deferred by a Participant shall be
                  credited
                  to the Stock Account, including fractional shares. The credit for
                  deferred
                  Stock shall be entered on the Company’s books of account as soon as
                  practicable after the Company’s annual shareholders’ meeting of the year
                  subject to the Deferral. With respect to Fees deferred to a Participant’s
                  Stock Account, the Stock Account shall be credited with a number
                  of shares
                  equal to the deferred Fees divided by the fair market value of
                  the shares.
                  Dividends payable on Stock may be used to purchase additional Stock,
                  as
                  determined in the sole discretion of the
                  Trustee.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                3.2

              	
                Vesting.
                  All Deferrals elected by the Participant from Fees or Stock 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.

              


      

       

      
        	 	
                (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).
                  

              


      

       

      
        	 	
                (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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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. 

              


      

       

      
        	 	
                (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,

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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:

              


      

       

      
        	 	
                (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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
                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 4.9(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 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.

              


      

       

      
        	
                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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                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; 

              


      

       

      
        	 	
                (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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                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.

              


      

       

      
        	
                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 Cash Account or Stock 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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                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.
                  

              


      

       

      
        	 	
                (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.
                  

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                5.5

              	
                Voting
                  of Stock Held in Stock Accounts. At the time of mailing of
                  notice of each annual or special stockholders’ meeting of the Company, the
                  Company shall send a copy of the notice and all proxy solicitation
                  materials to each Participant who has Stock held in a Stock Account,
                  together with a voting direction form for return to the proxy holder
                  or
                  its designee. The Participant shall have 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 Stock 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.

              


      

       

      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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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;

              


      

       

      
        	 	
                (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.

              


      

      

        
          	
                  Deferred
                    Compensation Plan for Directors

                	
                  1/1/2005

                


        

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (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 Directors

                  	
                    1/1/2005

                  


          

        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

      

      
        	 	
                (b)

              	
                Determination
                  of Disability. To the extent the Committee is determining a
                  claim 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
                  stock or giving any Participant the right to continue rendering
                  services to or for the benefit 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.

              


      

       

      
        	
                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.
                  

              


      

      
        
          

            
              	
                      Deferred
                        Compensation Plan for Directors

                    	
                      1/1/2005

                    


            

          

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

        

      

      
        	
                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
                  tax withholding requirements shall be final and binding on
                  Participant.

              


      

       

      
        	
                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.

              


      

      
        
          

            
              	
                      Deferred
                        Compensation Plan for Directors

                    	
                      1/1/2005

                    


            

          

           

          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

           

        

      

      
        	
                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 the 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 Directors

                      	
                        1/1/2005

                      


              

            

             

            
              
                
                

              

              
                19

                
                  

                

              

              
                
                

              

            

             

          

        

      

       

      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 Directors, 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 Directors

                      	
                        1/1/2005