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<SEC-DOCUMENT>0000950123-11-005312.txt : 20110126
<SEC-HEADER>0000950123-11-005312.hdr.sgml : 20110126
<ACCEPTANCE-DATETIME>20110126060053
ACCESSION NUMBER:		0000950123-11-005312
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20110121
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20110126
DATE AS OF CHANGE:		20110126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BlueLinx Holdings Inc.
		CENTRAL INDEX KEY:			0001301787
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS [5031]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0101

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32383
		FILM NUMBER:		11547831

	BUSINESS ADDRESS:	
		STREET 1:		4300 WILDWOOD PARKWAY
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30339
		BUSINESS PHONE:		770-953-7000

	MAIL ADDRESS:	
		STREET 1:		4300 WILDWOOD PARKWAY
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30339
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c11463e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Form 8-K</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="margin-left: 0.25in; width: 7.5in;font-family: 'Times New Roman',Times,serif">
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>

<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 OR 15(d) of The Securities Exchange Act of 1934</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): January 21, 2011</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>BLUELINX HOLDINGS INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
<TD width="32%">&nbsp;</TD>
<TD width="2%">&nbsp;</TD>
<TD width="32%">&nbsp;</TD>
<TD width="2%">&nbsp;</TD>
<TD width="32%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
<TD nowrap align="center" valign="top"><B>Delaware
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>001-32383
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>77-0627356</B></TD>
</TR>
<TR style="font-size: 1px">
<TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
<TD valign="top" align="left">&nbsp;</TD>
<TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
<TD valign="top" align="left">&nbsp;</TD>
<TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(Commission File Number)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
<TD width="48%">&nbsp;</TD>
<TD width="2%">&nbsp;</TD>
<TD width="48%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
<TD align="center" valign="top"><B>4300 Wildwood Parkway,<BR>
Atlanta, Georgia
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>&nbsp;<BR>30339</B></TD>
</TR>
<TR style="font-size: 1px">
<TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
<TD valign="top" align="left">&nbsp;</TD>
<TD valign="top" align="left" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align="center" valign="top">(Address of principal executive offices)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <B>(770) 953-7000</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Not applicable</B></DIV>

<DIV align="center" style="font-size: 10pt"><FONT style="border-top: 1px solid #000000">(Former name or former address, if changed since last report.)</FONT></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: </DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
</TR>

<TR>
<TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
</TR>

<TR>
<TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>

<TR>
<TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
<TD width="3%" nowrap align="left"><FONT face="wingdings" size="2">&#111;</FONT></TD>
<TD width="1%">&nbsp;</TD>
<TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>

</TABLE>
</DIV>

<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio --> </DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On January&nbsp;21, 2011, BlueLinx Holdings Inc. (the &#147;Company&#148;) entered into Amended and Restated
Employment Agreements with each of its Chief Executive Officer, Chief Financial Officer and Chief
Administrative Officer (each an &#147;Employment Agreement&#148;). Each of the Employment Agreements expires
on January&nbsp;21, 2013, except that each Employment Agreement will be renewed automatically for an
additional one-year period unless ninety days prior written notice is given by either party in
advance of the expiration date of any such extended term.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%"><I>George R. Judd Amended and Restated Employment Agreement</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Employment Agreement entered into with George R. Judd, the Company&#146;s Chief Executive
Officer and President (the &#147;Judd Employment Agreement&#148;), provides that Mr.&nbsp;Judd will receive a base
salary at the rate of $650,000 per year. Mr.&nbsp;Judd shall also be eligible to receive an annual bonus
pursuant to the terms of our annual bonus plan, with the annual bonus potential to be a target of
100% of his base salary up to a maximum of 200% of base salary, based upon satisfaction of
performance goals and bonus criteria to be defined and approved by the Compensation Committee of
the Board of Directors of the Company in advance for each fiscal year in accordance with the terms
of the applicable bonus plan. In addition, the Judd Employment Agreement provides that Mr.&nbsp;Judd is
eligible to participate in all benefit programs for which senior executives are generally eligible.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Under the Judd Employment Agreement, the Company may terminate Mr.&nbsp;Judd&#146;s employment for cause
or without cause. If Mr.&nbsp;Judd&#146;s employment is terminated without cause or he resigns for good
reason, the Employment Agreement provides Mr.&nbsp;Judd with, among other things, payment equal to one
time his annual base salary in effect immediately prior to the date of termination, plus one time
the amount equal to the target bonus for Mr.&nbsp;Judd for the fiscal year prior to the year of the
termination of his employment, payable in twelve equal monthly installments commencing on the
earlier to occur of the first business day of the seventh month after the date of termination or
Mr.&nbsp;Judd&#146;s death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Judd Employment Agreement also contains confidentiality provisions, as well as a covenant
not to compete during the employment term and continuing for a period of one year following his
date of termination in the event executive is terminated without cause, he voluntarily resigns or
resigns for good reason, or the employment period ends. The Judd Employment Agreement supercedes
and replaces Mr.&nbsp;Judd&#146;s Employment Agreement with the Company dated October&nbsp;30, 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description is qualified in its entirety by reference to the Judd Employment
Agreement, a copy of which is filed herewith as Exhibit&nbsp;10.1 and incorporated herein by reference.
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>H. Douglas Goforth Amended and Restated Employment Agreement</I>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Employment Agreement entered into with H. Douglas Goforth, the Company&#146;s Senior Vice
President, Chief Financial Officer and Treasurer (the &#147;Goforth Employment Agreement&#148;), provides
that Mr.&nbsp;Goforth will receive a base salary at the rate of $375,000 per year. Mr.&nbsp;Goforth shall
also be eligible to receive an annual bonus pursuant to the terms of our annual bonus plan, with
the annual bonus potential to be a target of 60% of his base salary up to a maximum of 120% of base
salary, based upon satisfaction of performance goals and bonus criteria to be defined and
approved by the Compensation Committee of the Board of Directors of the Company in advance for each
fiscal year in accordance with the terms of the applicable bonus plan. In addition, the Goforth
Employment Agreement provides that Mr.&nbsp;Goforth is eligible to participate in all benefit programs
for which senior executives are generally eligible.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Under the Goforth Employment Agreement, the Company may terminate Mr.&nbsp;Goforth&#146;s employment for
cause or without cause. If Mr.&nbsp;Goforth&#146;s employment is terminated without cause or he resigns for
good reason, the Agreement provides Mr.&nbsp;Goforth with, among other things, payment equal to one time
his annual base salary in effect immediately prior to the date of termination, plus one time the
amount equal to the target bonus for Mr.&nbsp;Goforth for the fiscal year prior to the year of the
termination of his employment, payable in twelve equal monthly installments commencing on the
earlier to occur of the first business day of the seventh month after the date of termination or
Mr.&nbsp;Goforth&#146;s death.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Goforth Employment Agreement also contains confidentiality provisions, as well as a
covenant not to compete during the employment term and continuing for a period of one year
following his date of termination. The Goforth Employment Agreement supercedes and replaces Mr.
Goforth&#146;s Employment Agreement with the Company dated February&nbsp;11, 2008.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description is qualified in its entirety by reference to the Agreement, which is
filed herewith as Exhibit&nbsp;10.2 and incorporated herein by reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%"><I>Dean A. Adelman Amended and Restated Employment Agreement</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Employment Agreement entered into with Dean A. Adelman, the Company&#146;s Chief Administrative
Officer (the &#147;Adelman Employment Agreement&#148;), provides that Mr.&nbsp;Adelman will receive a base salary
at the rate of $315,000 per year. Mr.&nbsp;Adelman shall also be eligible to receive an annual bonus
pursuant to the terms of our annual bonus plan, with the annual bonus potential to be a target of
50% of his base salary up to a maximum of 100% of base salary, based upon satisfaction of
performance goals and bonus criteria to be defined and approved by the Compensation Committee of
the Board of Directors of the Company in advance for each fiscal year in accordance with the terms
of the applicable bonus plan. In addition, the Adelman Employment Agreement provides that Mr.
Adelman is eligible to participate in all benefit programs for which senior executives are
generally eligible.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Under the Adelman Employment Agreement, the Company may terminate Mr.&nbsp;Adelman&#146;s employment for
cause or without cause. If Mr.&nbsp;Adelman&#146;s employment is terminated without cause or he resigns for
good reason, the Agreement provides Mr.&nbsp;Adelman with, among other things, payment equal to one time
his annual base salary in effect immediately prior to the date of termination, plus one time the
amount equal to the target bonus for Mr.&nbsp;Adelman for the fiscal year prior to the year of the
termination of his employment, payable in twelve equal monthly installments commencing on the
earlier to occur of the first business day of the seventh month after the date of termination or
Mr.&nbsp;Adelman&#146;s death.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Adelman Employment Agreement also contains confidentiality provisions, as well as a
covenant not to compete during the employment term and continuing for a period of one year
following his date of termination. The Adelman Employment Agreement supercedes and replaces Mr.
Adelman&#146;s Employment Agreement with the Company dated June&nbsp;4, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description is qualified in its entirety by reference to the Agreement, which is
filed herewith as Exhibit&nbsp;10.3 and incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">(d)&nbsp;Exhibits
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Employment Agreement by and between BlueLinx Holdings Inc.
and George R. Judd, dated January&nbsp;21, 2011.</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Employment Agreement by and between BlueLinx Holdings Inc.
and H. Douglas Goforth, dated January&nbsp;21, 2011.</DIV></TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">10.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Amended and Restated Employment Agreement by and between BlueLinx Holdings Inc.
and Dean A. Adelman, dated January&nbsp;21, 2011.</DIV></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>BLUELINX HOLDINGS INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Sara E. Epstein
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Sara E. Epstein&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Secretary&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Dated: January&nbsp;25, 2011
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c11463exv10w1.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;10.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Amended and Restated Employment Agreement (this &#147;<U>Agreement</U>&#148;) is entered into as
of January&nbsp;21, 2011 (the &#147;<U>Effective Date</U>&#148;) between BLUELINX CORPORATION, a Georgia
corporation (the &#147;<U>Company</U>&#148;), and George R. Judd (&#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>RECITALS:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive entered into an Employment Agreement dated October&nbsp;29, 2008
(the &#147;Prior Agreement&#148;), pursuant to which Executive agreed to provide services to the Company and
the Company agreed to provide certain compensation and benefits to Executive; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive mutually desire to amend and completely restate the Prior
Agreement, to update the terms of Executive&#146;s employment as the Chief Executive Officer of the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">1.&nbsp;<U>Certain Definitions</U>. Certain words or phrases with initial capital letters not
otherwise defined herein are to have the meanings set forth in Section&nbsp;8.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">2.&nbsp;<U>Employment</U>. The Company shall continue to employ Executive, and Executive accepts
continued employment with the Company upon the terms and conditions set forth in this Agreement for
the period beginning on the Effective Date and ending as provided in Section&nbsp;5 (the &#147;<U>Employment
Period</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.&nbsp;<U>Position and Duties</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;During the Employment Period, Executive shall serve as the Chief Executive Officer and
President of the Company and BlueLinx Holdings Inc. (&#147;<U>BHI</U>&#148;) and shall have the normal
duties, responsibilities and authority of an executive serving in such position, including those
duties described on <U>Exhibit&nbsp;A</U> hereto, subject to the power of the Board of Directors of
the Company (the &#147;<U>Company Board</U>&#148;) and the Board of Directors of BHI (the &#147;<U>BHI
Board</U>&#148;), to provide oversight and direction with respect to such duties, responsibilities and
authority, either generally or in specific instances. The Executive also shall hold similar
titles, offices and authority with BHI&#146;s direct and indirect subsidiaries, as requested by the BHI
Board from time to time, subject to the oversight and direction of the respective boards of
directors of such entities.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;During the Employment Period, the Executive shall be included in the management&#146;s slate
for election as a member of the BHI Board. Subject, as required, to reelection by BHI&#146;s
stockholders, Executive shall serve as a member of the BHI Board with no additional remuneration
payable to Executive for that service. Upon the Date of Termination, Executive shall, at the BHI
Board&#146;s request, resign from the Company Board, the BHI Board
and any other board or committee of the Company, BHI or any of their respective subsidiaries
or affiliates.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;During the Employment Period, Executive shall devote Executive&#146;s reasonable best efforts
and Executive&#146;s full professional time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the business and affairs of the Company, BHI
and their respective subsidiaries and affiliates. Executive shall perform Executive&#146;s duties and
responsibilities to the best of Executive&#146;s abilities in a diligent, trustworthy and business-like
manner. During the Employment Period, Executive shall not serve as a director or a principal of
another company or any charitable or civic organization without the Company Board&#146;s prior consent.
Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and
civic services so long as such services do not materially interfere with Executive&#146;s ability to
discharge his duties hereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Executive shall perform Executive&#146;s duties and responsibilities with his principal office
located in the Atlanta, Georgia metropolitan area.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.&nbsp;<U>Compensation and Benefits</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;<U>Salary</U>. The Company agrees to pay Executive a salary during the Employment
Period in installments based on the Company&#146;s payroll practices as may be in effect from time to
time. The Executive&#146;s salary is currently set at the rate of $650,000 per year (&#147;<U>Base
Salary</U>&#148;). Base Salary shall be reviewed at least annually and may be increased at the sole
discretion of the BHI Board or the Compensation Committee of the BHI Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;<U>Annual Bonus</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;Executive shall be eligible to receive an annual bonus, with the annual bonus target to be
100% of Base Salary (i.e., 100% upon achievement of annual &#147;target&#148; performance goals) and a
maximum of 200% of Base Salary (i.e., 200% upon achievement of annual &#147;maximum&#148; performance goals),
with the &#147;target&#148; and &#147;maximum&#148; based upon satisfaction of performance goals and bonus criteria to
be defined and approved by the Compensation Committee of the BHI Board in advance for each fiscal
year. The Company shall pay any such annual bonus earned to Executive in accordance with the terms
of the applicable bonus plan, but in no event later than March&nbsp;15 of the calendar year following
the calendar year in which such bonus is earned and vested.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;During the Employment Period, Executive will be eligible to participate in long term
incentive programs of the Company and BHI now or hereafter made available to senior executives, in
accordance with the provisions thereof as in effect from time to time, and as deemed appropriate by
the Compensation Committee to be applicable to this position.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;<U>Expense Reimbursement</U>. The Company shall reimburse Executive for all reasonable
expenses incurred by Executive during the Employment Period in the course of performing
Executive&#146;s duties under this Agreement in accordance with the Company&#146;s policies in effect from
time to time with respect to travel, entertainment and other business expenses, and subject to the
Company&#146;s requirements applicable generally with respect to
reporting and documentation of such expenses and subject to the Reimbursement Rules. In
order to be entitled to expense reimbursement, the Executive must be employed as Chief Executive
Officer and President on the date the Executive incurred the expense.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;<U>Standard Executive Benefits Package</U>. Executive is entitled during the Employment
Period to participate, on the same basis as the Company&#146;s other senior executives, in the
Company&#146;s Standard Executive Benefits Package. The Company&#146;s &#147;<U>Standard Executive Benefits
Package</U>&#148; means those benefits (including insurance, vacation and other benefits, but
excluding, except as hereinafter provided in Section&nbsp;6, any severance pay program or policy of the
Company) for which substantially all of the executives of the Company are from time to time
generally eligible, as determined from time to time by the Board. A summary of such benefits
available to Executive as in effect on the date of this Agreement is attached hereto as
<U>Exhibit&nbsp;B</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;<U>Additional Compensation/Benefits</U>. The Compensation Committee of the BHI Board,
in its sole discretion, will determine any compensation or benefits to be provided to Executive
during the Employment Period other than as set forth in this Agreement, including, without
limitation, any future grant of stock options or other equity awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;<U>Disgorgement of Compensation</U>. If BHI or the Company is required to prepare an
accounting restatement due to material noncompliance by BHI or the Company, as a result of
misconduct, with any financial reporting requirement under the federal securities laws, to the
extent required by law Executive will reimburse the Company for (i)&nbsp;any bonus or other
incentive-based or equity-based compensation received by Executive from the Company (including such
compensation payable in accordance with this Section&nbsp;4 and Section&nbsp;6) during the 12-month period
following the first public issuance or filing with the Securities and Exchange Commission
(whichever first occurs) of the financial document embodying that financial reporting requirement;
and (ii)&nbsp;any profits realized by Executive from the sale of BHI&#146;s securities during that 12-month
period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.&nbsp;<U>Employment Period</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Subject to subsection 5(b), the Employment Period will commence on the Effective Date and
will continue until, and will end upon January&nbsp;21, 2013 (the &#147;<U>Initial Term</U>&#148;). The
Agreement shall automatically be extended for successive one year terms (each, a &#147;<U>Renewal
Term</U>&#148;), unless either party shall have given the other written notice of non-extension at
least 90&nbsp;days prior the expiration of the Initial Term or any Renewal Term.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding subsection 5(a), the Employment Period will end upon the first to occur of
any of the following events: (i)&nbsp;Executive&#146;s death; (ii)&nbsp;the Company&#146;s termination of Executive&#146;s
employment on account of Disability; (iii)&nbsp;the Company&#146;s termination of Executive&#146;s employment for
Cause (a &#147;<U>Termination for Cause</U>&#148;); (iv)&nbsp;the Company&#146;s termination of Executive&#146;s employment
without Cause (a &#147;<U>Termination without Cause</U>&#148;); (v)&nbsp;Executive&#146;s termination of Executive&#146;s
employment for Good Reason (a &#147;<U>Termination for Good Reason</U>&#148;); or (vi)&nbsp;Executive&#146;s
termination of Executive&#146;s employment for any reason other than Good Reason (a &#147;<U>Voluntary
Termination</U>&#148;).
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Any termination of Executive&#146;s employment under subsection 5(b) (other than 5(b)(i)) must
be communicated by a Notice of Termination delivered by the Company or Executive, as the case may
be, to the other party.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Executive will be deemed to have waived any right to a Termination for Good Reason based
on the occurrence or existence of a particular event or circumstance constituting Good Reason
unless Executive delivers a Notice of Termination within 45&nbsp;days from the date the BHI Board first
made Executive aware of the event or circumstance.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">6.&nbsp;<U>Post-Employment Period Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Except as otherwise provided in 6(c) below, at the Date of Termination, Executive will be
entitled to (i)&nbsp;any Base Salary that has accrued but is unpaid, any annual bonus that has been
earned for the fiscal year prior to the year in which the Date of Termination occurs, but is
unpaid, any reimbursable expenses that have been incurred but are unpaid, and any unexpired
vacation days that have accrued under the Company&#146;s vacation policy but are unused, as of the end
of the Employment Period, which amount shall be paid in a lump sum in cash within 30&nbsp;days of the
Date of Termination in accordance with the Reimbursement Rules, where applicable, (ii)&nbsp;any plan
benefits that by their terms extend beyond termination of Executive&#146;s employment (but only to the
extent provided in any such benefit plan in which Executive has participated as a Company employee
and excluding, except as hereinafter provided in Section&nbsp;6, any Company severance pay program or
policy) and (iii)&nbsp;any benefits to which Executive is entitled in accordance with Part&nbsp;6 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974, as amended (&#147;<U>COBRA</U>&#148;).
Except as specifically described in this subsection 6(a) and in the succeeding subsections of this
Section&nbsp;6 (under the circumstances described in those succeeding subsections), from and after the
Date of Termination Executive shall cease to have any rights to salary, bonus, expense
reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;If Executive&#146;s employment terminates on account of Executive&#146;s death, Disability,
Voluntary Termination or Termination for Cause in accordance with Section&nbsp;5(a), the Company will
make no further payments to Executive except as contemplated in subsection 6(a).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;If Executive&#146;s employment terminates on account of a Termination without Cause or a
Termination for Good Reason, Executive shall be entitled to the following:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;payment equal to one (1)&nbsp;time the Executive&#146;s annual Base Salary in effect immediately
prior to the Date of Termination, <U>plus</U> one (1)&nbsp;time the cash bonus amount equal to the
Target Bonus set forth in clause (i)&nbsp;of subsection 4(b) hereof for the fiscal year prior to the
year of termination of Executive&#146;s employment, payable in twelve equal monthly installments
commencing on the earlier to occur of the first business day of the seventh month after the Date of
Termination or Executive&#146;s death;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;automatic vesting of all unvested restricted stock grants effective as of the Date of
Termination;
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;continued participation in the Company&#146;s medical and dental plans, on the same basis as
active employees participate in such plans, until the earlier of (1)
Executive&#146;s eligibility for any such coverage under another employer&#146;s or any other medical or
dental insurance plans or (2)&nbsp;the first anniversary of the Date of Termination; except that in the
event that participation in any such plan is barred, the Company shall reimburse Executive on a
monthly basis in accordance with the Reimbursement Rules for any premiums paid by Executive to
obtain benefits (for Executive and his dependents) equivalent to the benefits he is entitled to
receive under the Company&#146;s benefit plans. Executive agrees that the period of coverage under such
plans (or the period of reimbursement if participation is barred) shall count against the plans&#146;
obligation to provide continuation coverage pursuant to COBRA;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;up to $25,000 in aggregate outplacement services to be used within one year of the Date
of Termination, the scope and provider of which shall be selected by Executive in his sole
discretion; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(v)&nbsp;to the extent not theretofore paid or provided, any other amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any plan, program, policy
or practice or contract or agreement of the Company (such other amounts and benefits shall be
hereinafter referred to as the &#147;<U>Other Benefits</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;The Company shall have no obligation to make any payments in accordance with subsection
6(c) if Executive declines to sign and return a Release Agreement or revokes the Release Agreement
within the time provided in the Release Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;Executive is not required to mitigate the amount of any payment or benefit provided for in
this Agreement by seeking other employment or otherwise.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">7.&nbsp;<U>Competitive Activity; Confidentiality; Non-solicitation</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;<U>Confidential Information and Trade Secrets</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;The Executive shall hold in a fiduciary capacity for the benefit of the Company and BHI
all Confidential Information and Trade Secrets. During his employment with the Company and for a
period of five years following the termination of the Executive&#146;s employment for any reason, the
Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be
required by law or legal process, communicate or divulge Confidential Information; <I>provided,
however</I>, that if the Confidential Information is deemed a trade secret under Georgia law, then the
period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws
in effect at the time of Executive&#146;s termination. In addition, except as necessary to perform his
duties for the Company, during Executive&#146;s employment and thereafter for the applicable period
under Georgia Trade Secret laws in effect at the time of Executive&#146;s termination, Executive will
not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and
will not, directly or indirectly, make use of any Trade Secrets, for himself or any other person or
entity, without the express written consent of the Company. This provision will apply for so long
as a particular Trade Secret retains its status as a trade secret under applicable law. The
protection afforded to Trade Secrets and/or Confidential Information by this Agreement is not
intended by the parties hereto to limit, and is intended to be in addition to, any protection
provided to any such information under any applicable federal, state or local law.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;All files, records, documents, drawings, specifications, data, computer programs,
customer or vendor lists, specific customer or vendor information, marketing techniques, business
strategies, contract terms, pricing terms, discounts and management compensation of the Company,
BHI or any of their respective subsidiaries and affiliates, whether prepared by the Executive or
otherwise coming into the Executive&#146;s possession, shall remain the exclusive property of the
Company, BHI or any of their respective subsidiaries and affiliates, and the Executive shall not
remove any such items from the premises of the Company, BHI or any of their respective subsidiaries
and affiliates, except in furtherance of the Executive&#146;s duties.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;It is understood that while employed by the Company, the Executive will promptly
disclose to the Company in writing, and assign to the Company the Executive&#146;s interest in any
invention, improvement, copyrightable material or discovery made or conceived by the Executive,
either alone or jointly with others, which arises out of the Executive&#146;s employment (&#147;<U>Executive
Invention</U>&#148;). At the Company&#146;s request and expense, the Executive will reasonably assist the
Company, BHI or any of their respective subsidiaries and affiliates during the period of the
Executive&#146;s employment by the Company and thereafter in connection with any controversy or legal
proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other
protection covering an Executive Invention. As a matter of record, Executive hereby states that he
or she has provided below a list of all unpatented inventions in which Executive owns all or
partial interest. Executive agrees not to assert any right against BHI with respect to any
invention which is not patented or which is not listed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;As requested by the Company and at the Company&#146;s expense, from time to time and upon the
termination of the Executive&#146;s employment with the Company for any reason, the Executive will
promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates all
copies and embodiments, in whatever form, of all Confidential Information in the Executive&#146;s
possession or within his control (including, but not limited to, memoranda, records, notes, plans,
photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media,
disks, diskettes, tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the Company, the Executive
will provide the Company with written confirmation that all such materials have been delivered to
the Company as provided herein.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;<U>Non-Solicitation</U>. During his employment with the Company and for a period of one
year following the termination of the Executive&#146;s employment for any reason, the Executive shall
not solicit or attempt to solicit, (a)&nbsp;any party who is a customer of the Company, BHI or any of
their respective subsidiaries and affiliates and with which Executive had contact while employed
with the Company, for the purpose of marketing, selling or providing to any such party any services
or products offered by the Company, BHI or any of their respective subsidiaries and affiliates to
such customer other than general solicitations to the public and not directed specifically at a
customer of the Company, (b)&nbsp;any party who is a vendor of the Company, BHI or any of their
respective subsidiaries and affiliates to sell similar products and with which Executive had
contact while employed with the Company or (c)&nbsp;any employee of the Company, BHI or any of their
respective subsidiaries and affiliates to terminate such employee&#146;s employment relationship with
the Company, BHI and any of their respective subsidiaries and
affiliates in order, in either case, to enter into a similar relationship with the Executive,
or any other person or any entity in competition with the Company, BHI or any of their respective
subsidiaries and affiliates (other than with respect to general employment solicitations to the
public and not directed specifically at employees of the Company, BHI and any of their respective
subsidiaries and affiliates).
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;<U>Non-Competition.</U> During Executive&#146;s employment by the Company and, if the
Executive is terminated pursuant to Section 6(c) or in the event of Executive&#146;s Voluntary
Termination, for a period of one year following the termination of the Executive&#146;s employment (the
&#147;<U>Restricted Period</U>&#148;), the Executive shall not render services substantially the same as the
services rendered by Executive to the Company to any person or entity that engages in or owns,
invests in, operates, manages or controls any venture or enterprise which engages or proposes to
engage in the building products distribution business in the United States (the
&#147;<U>Business</U>&#148;). Notwithstanding anything to the contrary herein, during the Restricted
Period, in no event shall Executive render services substantially the same as the services rendered
by Executive to the Company to the Company&#146;s competitors listed on <U>Exhibit&nbsp;C</U> hereto or any
of their subsidiaries or affiliates. Notwithstanding the foregoing, nothing in this Agreement
shall prevent the Executive from owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded voting securities of any company
engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult
with or control the competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar governing official
of the competing enterprise other than in connection with the normal and customary voting powers
afforded the Executive in connection with any permissible equity ownership).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;<U>Remedies; Specific Performance</U>. The parties acknowledge and agree that the
Executive&#146;s breach or threatened breach of any of the restrictions set forth in this Section&nbsp;7 will
result in irreparable and continuing damage to the Company, BHI and their respective subsidiaries
and affiliates for which there may be no adequate remedy at law and that the Company and BHI shall
be entitled to equitable relief, including specific performance and injunctive relief as remedies
for any such breach or threatened or attempted breach. The Executive hereby consents to the grant
of an injunction (temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of this Section&nbsp;7. The Executive also agrees that such remedies shall be
in addition to any and all remedies, including damages, available to the Company and BHI against
him for such breaches or threatened or attempted breaches. In addition, without limiting the
remedies of the Company and BHI for any breach of any restriction on the Executive set forth in
this Section&nbsp;7, except as required by law, the Executive shall not be entitled to any payments set
forth in Section&nbsp;6 hereof if the Executive breaches the covenant applicable to the Executive
contained in this Section&nbsp;7 and the Company, BHI and their respective subsidiaries and affiliates
will have no obligation to pay any of the amounts that remain payable by the Company under Section
6.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;<U>Communication of Contents of Agreement</U>. During Executive&#146;s employment and for one
year thereafter, Executive will communicate his obligations under this Section&nbsp;7 to any person,
firm, association, partnership, corporation or other entity which Executive intends to be employed
by, associated with, or represent.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;The existence of any claim, demand, action or cause of action of Executive against the
Company, whether predicated upon this Agreement or otherwise, is not to constitute a defense to the
Company&#146;s enforcement of any of the covenants or agreements contained in Section&nbsp;7. The Company&#146;s
rights under this Agreement are in addition to, and not in lieu of, all other rights the Company
may have at law or in equity to protect its confidential information, trade secrets and other
proprietary interests.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;<U>Extension</U>. If a court of competent jurisdiction finally determines that Executive
has violated any of Executive&#146;s obligations under this Section&nbsp;7, then the period applicable to
those obligations is to automatically be extended by a period of time equal in length to the period
during which those violations occurred.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">8.&nbsp;<U>Definitions</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;&#147;<U>Cause</U>&#148; means, as determined by the BHI Board in good faith:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(i)&nbsp;a Material Breach of the duties and responsibilities of Executive;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;Executive&#146;s (x)&nbsp;commission of a felony or (y)&nbsp;commission of any misdemeanor involving
willful misconduct (other than minor violations such as traffic violations) if such misdemeanor
causes material damage to the property, business or reputation of BHI or the Company or their
respective subsidiaries and affiliates;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;acts of dishonesty by Executive resulting or intending to result in personal gain or
enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(iv)&nbsp;Executive&#146;s Material Breach of any provision of this Agreement;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(v)&nbsp;Executive&#146;s failure to follow the lawful written directions of the Company Board or the
BHI Board;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(vi)&nbsp;conduct by Executive in connection with his duties hereunder that is fraudulent, unlawful
or willful and materially injurious to the Company, BHI or their respective subsidiaries and
affiliates;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(vii)&nbsp;Executive&#146;s engagement in habitual insobriety or the use of illegal drugs or substances;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(viii)&nbsp;Executive&#146;s failure to cooperate fully, or failure to direct the persons under
Executive&#146;s management or direction, or employed by, or consultants or agents to, the Company (or
its subsidiaries and affiliates) to cooperate fully, with all corporate investigations or
independent investigations by the Board or the BHI Board, all governmental investigations of the
Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or
its subsidiaries and affiliates) entered by a court of competent jurisdiction;
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ix)&nbsp;Executive&#146;s material violation of BHI&#146;s Code of Conduct (including as applicable to
senior executive officers), or any successor codes;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(x)&nbsp;Executive&#146;s engagement in activities prohibited by Section&nbsp;7; or
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(xi)&nbsp;Notwithstanding the foregoing, no termination of the Executive&#146;s employment shall be for
Cause until (a)&nbsp;there shall have been delivered to the Executive a copy of a written notice setting
forth the basis for such termination in reasonable detail, and (b)&nbsp;the Executive shall have been
provided an opportunity to be heard in person by the BHI Board (with the assistance of the
Executive&#146;s counsel if the Executive so desires). No act, or failure to act, on the Executive&#146;s
part shall be considered &#147;willful&#148; unless the Executive has acted or failed to act with a lack of
good faith and with a lack of reasonable belief that the Executive&#146;s action or failure to act was
in the best interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the BHI Board or the Company Board or based upon the
advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the Company. Any termination
of the Executive&#146;s employment by the Company hereunder shall be deemed to be a termination other
than for Cause unless it meets all requirements of this Section&nbsp;8(a)(xi).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;&#147;<U>Confidential Information</U>&#148; means knowledge or data relating to the Company, BHI or
any of their respective subsidiaries and affiliates, and their respective businesses that is not
generally known to persons not employed by the Company, BHI or any of their respective subsidiaries
and affiliates, is not generally disclosed by the Company, BHI or any of their respective
subsidiaries and affiliates, and is the subject of reasonable efforts to keep it confidential.
Confidential Information includes, but is not limited to, information regarding product or service
cost or pricing, information regarding personnel allocation or organizational structure,
information regarding the business operations or financial performance of the Company, BHI or any
of their respective subsidiaries and affiliates, sales and marketing plans, and strategic
initiatives (independent or collaborative), information regarding existing or proposed methods of
operation, current and future development and expansion or contraction plans, sale/acquisition
plans and non-public information concerning the legal or financial affairs of the Company, BHI or
any of their respective subsidiaries and affiliates. Confidential Information does not include
information that has become generally available to the public by the act of one who has the right
to disclose such information without violating any right or privilege of the Company, BHI or any of
their respective subsidiaries and affiliates. This definition is not intended to limit any
definition of confidential information or any equivalent term under applicable federal, state or
local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;&#147;<U>Date of Termination</U>&#148; means (i)&nbsp;if Executive&#146;s employment is terminated by the
Company for Disability, 30&nbsp;days after the Company gives Notice of Termination to Executive
(provided that Executive has not returned to the performance of Executive&#146;s duties on a full-time
basis during this 30-day period), (ii)&nbsp;if Executive&#146;s employment is terminated by Executive for
Good Reason, the date specified in the Notice of Termination (but in no event prior to 30&nbsp;days
following the delivery of the Notice of Termination), and (iii)&nbsp;if Executive&#146;s employment is
terminated by the Company for any other reason, the date on which a Notice of Termination is given;
except that if within 30&nbsp;days after any Notice of Termination is
given to Executive by the Company, Executive notifies the
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"> Company that a dispute exists concerning the termination, the
Date of Termination is to be the date the dispute is finally determined, whether by mutual written
agreement of the parties or upon final judgment, order or decree of a court of competent
jurisdiction (the time for appeal thereof having expired and no appeal having been perfected). A
termination of employment shall not be deemed to have occurred for purposes of any provision of
this Agreement providing for the payment of any amounts or benefits subject to Section&nbsp;409A upon or
following a termination of employment unless such termination is also a &#147;separation from service&#148;
within the meaning of Section&nbsp;409A.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;&#147;<U>Disability</U>&#148; means the determination by the Company, in accordance with applicable
law, based on information provided by a physician selected by the Company or its insurers and
reasonably acceptable to Executive or Executive&#146;s legal representative that, as a result of a
physical or mental injury or illness, Executive has been unable to perform the essential functions
of his job with or without reasonable accommodation for a period of (i)&nbsp;90 consecutive days or (ii)
180&nbsp;days in any one-year period. Notwithstanding the foregoing, in the event that as a result of
absence because of mental or physical incapacity the Executive incurs a &#147;separation from service&#148;
within the meaning of the term under Section&nbsp;409A of the Internal Revenue Code of 1986, as amended
(&#147;Section&nbsp;409A&#148;), the Executive shall on such date automatically be terminated from employment
because of Disability.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;&#147;<U>Good Reason</U>&#148; means, without the consent of Executive, (A)&nbsp;the assignment to
Executive of any duties inconsistent in any material adverse respect with Executive&#146;s position
(including offices, titles and reporting requirements), authority, duties or responsibilities
immediately following the Effective Date, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities; (B)&nbsp;a material
reduction by the Company in Executive&#146;s Base Salary or annual bonus opportunity, other than
pursuant to a reduction generally applicable to senior executives of the Company; (C)&nbsp;the Company&#146;s
requiring Executive to be based at any office or location outside of the metropolitan area of
Atlanta, Georgia; or (D)&nbsp;any failure by the Company to comply with and satisfy the requirements for
any assignment of its rights and obligations under Section&nbsp;13. Notwithstanding the foregoing,
&#147;Good Reason&#148; shall not be deemed to exist for purposes of (A)&nbsp;through (D)&nbsp;if the event or
circumstances are rescinded or remedied by the Company within thirty (30)&nbsp;days after receipt of
notice thereof given by Executive.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;&#147;<U>Material Breach</U>&#148; means an intentional act or omission by Executive which
constitutes substantial non-performance of Executive&#146;s obligations under this Agreement and causes
material damage to the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;&#147;<U>Notice of Termination</U>&#148; means a written notice that indicates those specific
termination provisions in this Agreement relied upon and that sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Executive&#146;s employment under
the provision so indicated. For purposes of this Agreement, no purported termination by either
party is to be effective without a Notice of Termination.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(h)&nbsp;&#147;<U>Reimbursement Rules</U>&#148; means the requirement that any amount of expenses eligible
for reimbursement under this Agreement be made (i)&nbsp;in accordance with the reimbursement payment
date set forth in the applicable provision of the Agreement providing
for the reimbursement or (ii)&nbsp;where the applicable provision does not provide for a
reimbursement date, thirty (30)&nbsp;calendar days following the date on which Executive incurs the
expense, but, in each case, no later than December&nbsp;31 of the year following the year in which the
Executive incurs the related expenses; <I>provided</I>, that in no event shall the reimbursements or
in-kind benefits to be provided by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the
Executive&#146;s right to reimbursement or in-kind benefits be subject to liquidation or exchange for
another benefit.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(i)&nbsp;&#147;<U>Release Agreement</U>&#148; means an agreement, substantially in a form approved by the
Company, pursuant to which Executive releases all current or future claims, known or unknown,
arising on or before the date of the release against the Company, its subsidiaries and its
officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(j)&nbsp;&#147;<U>Standard Executive Benefits Package</U>&#148; means those benefits (including, without
limitation, retirement, insurance and other welfare benefits, but excluding, except as provided in
Section&nbsp;6, any severance pay program or policy of the Company) for which substantially all of the
Company&#146;s senior executives are from time to time generally eligible, as determined from time to
time by the Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(k)&nbsp;&#147;<U>Trade Secrets</U>&#148; means all secret, proprietary or confidential information
regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the
definition of &#147;trade secrets&#148; within the meaning set forth in O.C.G.A. &#167; 10-1-761.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">9.&nbsp;<U>Executive Representations</U>. Executive represents to the Company that (a)&nbsp;the
execution, delivery and performance of this Agreement by Executive does not and will not conflict
with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which Executive is a party or by which Executive is bound, (b)&nbsp;Executive is not a
party to or bound by any employment agreement, noncompete agreement or confidentiality agreement
with any other person or entity and (c)&nbsp;upon the execution and delivery of this Agreement by the
Company, this Agreement will be the valid and binding obligation of Executive, enforceable in
accordance with its terms.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">10.&nbsp;<U>Withholding of Taxes</U>. The Company shall withhold from any amounts payable under
this Agreement all federal, state, city or other taxes that the Company is required to withhold
under any applicable law, regulation or ruling.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">11.&nbsp;<U>Section&nbsp;409A</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a
&#147;specified employee&#148; (within the meaning of Section&nbsp;409A and determined pursuant to procedures
adopted by the Company) at the time of his separation from service (within the meaning of Section
409A) and if any portion of the payments or benefits to be received by the Executive upon
separation from service would be considered deferred compensation under Section&nbsp;409A, amounts that
would otherwise be payable pursuant to this Agreement during the six-month period immediately
following the Executive&#146;s separation from service (the &#147;<U>Delayed Payments</U>&#148;) and benefits
that would otherwise be provided pursuant to this Agreement (the
&#147;<U>Delayed Benefits</U>&#148;) during the six-month period
</DIV>
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</DIV>

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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">immediately following
the Executive&#146;s separation from service (such period, the &#147;<U>Delay Period</U>&#148;) shall instead be
paid or made available on the earlier of (i)&nbsp;the first business day of the seventh month following
the date of the Executive&#146;s separation from service or (ii)&nbsp;Executive&#146;s death (the applicable date,
the &#147;<U>Permissible Payment Date</U>&#148;). The Company shall also reimburse the Executive for the
after-tax cost incurred by the Executive in independently obtaining any Delayed Benefits (the
&#147;<U>Additional Delayed Payments</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;With respect to any amount of expenses eligible for reimbursement under Section&nbsp;6(a), such
expenses shall be reimbursed by the Company within thirty (30)&nbsp;calendar days following the date on
which the Company receives the applicable invoice from the Executive but in no event later than
December&nbsp;31 of the year following the year in which the Executive incurs the related expenses;
provided, that with respect to reimbursement relating to the Additional Delayed Payments, such
reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements
or in-kind benefits to be provided by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the
Executive&#146;s right to reimbursement or in-kind benefits be subject to liquidation or exchange for
another benefit.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Each payment under this Agreement shall be considered a &#147;separate payment&#148; and not of a
series of payments for purposes of Section&nbsp;409A.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus
2%, which accumulated interest shall be paid to the Executive on the Permissible Payment Date.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">12.&nbsp;<U>Excess Parachute Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;In the event that it shall be determined, based upon the advice of the independent public
accountants for BHI or the Company (the &#147;<U>Accountants</U>&#148;), that any payment, benefit or
distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a
&#147;<U>Payment</U>&#148;) constitute &#147;parachute payments&#148; under Section&nbsp;280G(b)(2) of the Code, as
amended, then, if the aggregate present value of all such Payments (collectively, the
&#147;<U>Parachute Amount</U>&#148;) exceeds 2.99 times the Executive&#146;s &#147;base amount&#148;, as defined in Section
280G(b)(3) of the Code (the &#147;Executive Base Amount&#148;), the amounts constituting &#147;parachute payments&#148;
which would otherwise be payable to or for the benefit of Executive shall be reduced to the extent
necessary so that the Parachute Amount is equal to 2.99 times the Executive Base Amount (the
&#147;Reduced Amount&#148;); <U>provided</U> that such amounts shall not be so reduced if the Executive
determines, based upon the advice of the Accountants, that without such reduction Executive would
be entitled to receive and retain, on a net after tax basis (including, without limitation, any
excise taxes payable under Section&nbsp;4999 of the Code), an amount which is greater than the amount,
on a net after tax basis, that the Executive would be entitled to retain upon his receipt of the
Reduced Amount.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;If the determination made pursuant to clause (a)&nbsp;of this Section&nbsp;12 results in a reduction
of the payments that would otherwise be paid to Executive except for the application
of clause (a)&nbsp;of this Section&nbsp;12, Executive may then elect, in his sole discretion, which and
how much of any particular entitlement shall be eliminated or reduced and shall advise the Company
in writing of his election within ten days of the determination of the reduction in payments. If
no such election is made by Executive within such ten-day period, the Company may elect which and
how much of any entitlement shall be eliminated or reduced and shall notify Executive promptly of
such election.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;As a result of the uncertainty in the application of Section&nbsp;280G of the Code at the time
of a determination hereunder, it is possible that payments will be made by the Company which
should not have been made under clause (a)&nbsp;of this Section&nbsp;12 (&#147;<U>Overpayment</U>&#148;) or that
additional payments which are not made by the Company pursuant to clause (a)&nbsp;of this Section&nbsp;12
should have been made (&#147;<U>Underpayment</U>&#148;). In the event that there is a final determination
by the Internal Revenue Service, or a final determination by a court of competent jurisdiction,
that an Overpayment has been made, any such Overpayment shall be repaid by Executive to the
Company together with interest at the applicable Federal rate provided for in Section&nbsp;7872(f)(2)
of the Code. In the event that there is a final determination by the Internal Revenue Service, a
final determination by a court of competent jurisdiction or a change in the provisions of the Code
or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly
paid by the Company to or for the benefit of Executive, together with interest at the applicable
Federal rate provided for in Section&nbsp;7872(f)(2) of the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">13.&nbsp;<U>Successors and Assigns</U>. This Agreement is to bind and inure to the benefit of and
be enforceable by Executive, the Company and their respective heirs, executors, personal
representatives, successors and assigns, except that neither party may assign any rights or
delegate any obligations hereunder without the prior written consent of the other party. Executive
hereby consents to the assignment by the Company of all of its rights and obligations under this
Agreement to any successor to the Company by merger or consolidation or purchase of all or
substantially all of the Company&#146;s assets, provided that the transferee or successor assumes the
Company&#146;s liabilities under this Agreement by agreement in form and substance reasonably
satisfactory to Executive.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">14.&nbsp;<U>Survival</U>. Subject to any limits on applicability contained therein, Section&nbsp;7
will survive and continue in full force in accordance with its terms notwithstanding any
termination of the Employment Period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">15.&nbsp;<U>Choice of Law</U>. This Agreement is to be governed by the internal law, and not the
laws of conflicts, of the State of Georgia.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">16.&nbsp;<U>Severability</U>. Whenever possible, each provision of this Agreement is to be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not
to affect any other provision or any other jurisdiction, and this Agreement is to be reformed,
construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision
had never been contained herein.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">17.&nbsp;<U>Notices</U>. Any notice provided for in this Agreement is to be in writing and is to
be either personally delivered, sent by reputable overnight carrier or mailed by first class mail,
return receipt requested, to the recipient at the address indicated as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Notices to Executive:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">To the address listed in the personnel records of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Notices to the Company:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">BlueLinx Corporation<BR>
4300 Wildwood Parkway<BR>
Atlanta, Georgia 30339<BR>
Attention: Legal Department<BR>
Facsimile: (770)&nbsp;953-7008

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">or any other address or to the attention of any other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement is to be
deemed to have been given when so delivered, sent or mailed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">18.&nbsp;<U>Amendment and Waiver</U>. The provisions of this Agreement may be amended or waived
only with the prior written consent of the Company and Executive, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding
effect or enforceability of this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">19.&nbsp;<U>Complete Agreement</U>. This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and effective as of its
date supersedes and preempts any prior understandings, agreements or representations by or between
the parties, written or oral, that may have related to the subject matter hereof in any way,
including, but not limited to, any prior agreements with respect to Executive&#146;s employment or
termination of employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">20.&nbsp;<U>Counterparts</U>. This Agreement may be executed in separate counterparts, each of
which are to be deemed to be an original and both of which taken together are to constitute one and
the same agreement.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The parties are signing this Agreement as of the date stated in the introductory clause.
</DIV>

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<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">BLUELINX CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Dean Adelman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Dean Adelman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chief Administration Officer &#038; Vice
President &#151; Human Resources&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">EXECUTIVE<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ George R. Judd
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">George R. Judd&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>LIST OF UNPATENTED INVENTIONS</B>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive represents that he or she has no such inventions by initialing below next to the word
&#147;NONE.&#148;
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NONE:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ GRJ
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE&#146;S DUTIES</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><u><B>Position Purpose Summary</B></u><B>:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive team member, fully responsible for driving the assessment, planning and execution of plans for the Supply Chain
organization. Develops and runs the required end-to-end product supply chain capabilities in alignment with cost, customer
expectation, quality, reliability and other key company deliverables. Oversees operations and coordination between facilities
to maintain best-in-class service levels, optimized inventory management and efficiently utilized manufacturing resources.
Improves existing business systems and processes by working effectively across all functions, facilities and suppliers.
Provides direction and leadership in the continuing roll-out of the company&#146;s articulated goals, values, vision and culture
while encouraging aggressive and prudent risk-oriented business activities by leaders and employees across the company.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>KEY TASKS / RESPONSIBILITIES</B>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Understands the company&#146;s vision, mission, and strategy; understands business unit objectives and sets/accomplishes
individual performance goals accordingly.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes personal credibility with the executive team and leaders throughout the organization, through a deep
understanding of the business and strategic levers.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Partners with senior leadership team to build support for Supply Chain strategy and ensures alignment with overall
business plans.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Develops and executes strategies and contracts to manage the Company&#146;s spend in critical areas involving supply,
operations and maintenance.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Oversees and improves national and international procurement strategies and optimize cost savings, delivery and
services.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Ensures a system is in place that identifies and mitigates various supply chain risks. Ensures there is a robust
process in place to ensure the company&#146;s supplier business practices policies are enforced.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes, measures, and monitors key metrics to evaluate the effectiveness of the Supply Chain organization.
Monitors core supply chain performance, including delivery against product and service level agreements and cost objectives.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Leads team; selects/hires; develops objectives; coaches and evaluates performance. Ensures direct reports obtain
applicable training and development opportunities to enhance performance, development, and contributions to the company. Holds
direct reports accountable for individual and team performance. Addresses performance issues appropriately and timely.</DIV></TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT B</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE BENEFITS PACKAGE</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided as for other salaried employees
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Salaried 401(k) Plan<BR>
Medical and Dental Insurance

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided to Mr.&nbsp;Judd:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Life Insurance &#151; $1,000,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Executive Annual Physical</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual Country Club dues/auto allowance &#151; $10,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual tax/accounting allowance &#151; up to $3,500.00</DIV></TD>
</TR>

</TABLE>
</DIV><P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<div align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT C</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>COMPANY&#146;S COMPETITORS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Weyerhauser<BR>
Boise Cascade<BR>
Georgia-Pacific<BR>
Louisiana Pacific<BR>
Norbord<BR>
Beacon Roofing Supply<BR>
Huttig<BR>
Universal Forest Products<BR>
Builders Firstsource<BR>
Watsco<BR>
Interline Brands

</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>c11463exv10w2.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;10.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Employment Agreement (this &#147;<U>Agreement</U>&#148;) is entered into as of January&nbsp;21, 2011
(the &#147;<U>Effective Date</U>&#148;) between BLUELINX CORPORATION, a Georgia corporation (the &#147;Company&#148;),
and Doug Goforth (&#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>RECITALS:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive entered into an Employment Agreement dated February&nbsp;11,
2008 (the &#147;<U>Prior Agreement</U>&#148;), pursuant to which Executive agreed to provide services to the
Company and the Company agreed to provide certain compensation and benefits to Executive; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive mutually desire to amend and completely restate the Prior
Agreement, to update the terms of Executive&#146;s employment as the Senior Vice President, Chief
Financial Officer and Treasurer of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company desires to employ Executive as the Senior Vice President, Chief Financial
Officer and Treasurer of the Company, and Executive desires to accept employment as the Senior Vice
President, Chief Financial Officer and Treasurer of the Company; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, as of the Effective Date, the Company shall employ Executive on the terms and
conditions set forth in this Agreement, and Executive shall be retained and employed by the Company
to perform such services under the terms and conditions of this Agreement;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">1.&nbsp;<U>Certain Definitions</U>. Certain words or phrases with initial capital letters not
otherwise defined herein are to have the meanings set forth in Section&nbsp;8.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">2.&nbsp;<U>Employment</U>. The Company shall continue to employ Executive, and Executive accepts
continued employment with the Company, as of the Effective Date, upon the terms and conditions set
forth in this Agreement for the period beginning on the Effective Date and ending as provided in
Section&nbsp;5 (the &#147;<U>Employment Period</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.&nbsp;<U>Position and Duties</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;During the Employment Period, Executive shall serve as the Senior Vice President, Chief
Financial Officer and Treasurer of the Company and BlueLinx Holdings Inc. (&#147;<U>BHI</U>&#148;) and shall
have the normal duties, responsibilities and authority of an executive serving in such position
including those duties set forth on <U>Exhibit&nbsp;A</U> hereto, subject to the power of the Board of
Directors of the Company (the &#147;<U>Company Board</U>&#148;) and the Board of Directors of BHI (the
&#147;<U>BHI Board</U>&#148;), to provide oversight and direction with respect to such duties,
responsibilities and authority, either generally or in specific instances. The Executive also
shall hold similar titles, offices and authority with BHI&#146;s direct and indirect subsidiaries, as
requested by the BHI
Board from time to time, subject to the oversight and direction of the respective boards of
directors of such entities.
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;During the Employment Period, Executive shall devote Executive&#146;s reasonable best efforts
and Executive&#146;s full professional time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the Business and affairs of the Company, BHI
and their respective subsidiaries and affiliates. Executive shall perform Executive&#146;s duties and
responsibilities to the best of Executive&#146;s abilities in a diligent, trustworthy and business-like
manner. During the Employment Period, Executive shall not serve as a director or a principal of
another company or any charitable or civic organization without the Company Board&#146;s prior consent.
Notwithstanding the foregoing, during the Employment Period, Executive may render charitable and
civic services, so long as such charitable and civic services do not materially interfere with
Executive&#146;s ability to discharge his duties hereunder.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;Executive shall perform Executive&#146;s duties and responsibilities with his principal office
located in the Atlanta, Georgia metropolitan area.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.&nbsp;<U>Compensation and Benefits</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;<U>Signing Bonus</U>. Contemporaneously with the execution of the Prior Agreement, the
BHI Board granted Executive 60,000 shares of restricted stock of BHI, which vest over a three-year
period commencing on February&nbsp;18, 2008.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;<U>Salary</U>. The Company agrees to pay Executive a salary during the Employment Period
in installments based on the Company&#146;s payroll practices as may be in effect from time to time.
The Executive&#146;s salary shall be at the rate of $375,000 per year (&#147;<U>Base Salary</U>&#148;). The Base
Salary shall be reviewed at least annually and may be increased at the sole discretion of the BHI
Board or the Compensation Committee of the BHI Board. As a result of such review, the Executive&#146;s
Base Salary may be increased, but not decreased.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(c) <U>Annual Bonus and Long Term Incentive Compensation</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;Executive shall be eligible to receive an annual bonus, with the annual bonus potential to
be between 60% of Base Salary (i.e., 60% upon achievement of annual &#147;target&#148; performance goals) and
a maximum of 120% of Base Salary (i.e., 120% upon achievement of annual &#147;maximum&#148; performance
goals), with the &#147;target&#148; and &#147;maximum&#148; based upon satisfaction of performance goals and bonus
criteria to be defined and approved by the Compensation Committee of the BHI Board in advance for
each fiscal year (the &#147;<U>Target Bonus</U>&#148;). The Company shall pay any such annual bonus earned
to Executive in accordance with the terms of the applicable bonus plan, but in no event later than
March&nbsp;15 of the calendar year following the calendar year in which such bonus is earned and vested.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;During the Employment Period, Executive will be eligible to participate in long term
incentive programs of the Company and BHI now or hereafter made available to senior executives, in
accordance with the provisions thereof as in effect from time to time, and as deemed appropriate by
the Compensation Committee to be applicable to this position.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 12%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;<U>Expense Reimbursement</U>. The Company shall reimburse Executive for all reasonable
expenses incurred by Executive during the Employment Period in the course of performing Executive&#146;s
duties under this Agreement in accordance with the Company&#146;s policies in effect from time to time
with respect to travel, entertainment and other business expenses, and subject to the Company&#146;s
requirements applicable generally with respect to reporting and documentation of such expenses and
subject to the Reimbursement Rules. In order to be entitled to expense reimbursement, the
Executive must be employed as Senior Vice President, Chief Financial Officer and Treasurer on the
date the Executive incurred the expense.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(e)&nbsp;<U>Standard Executive Benefits Package</U>. Executive is entitled during the Employment
Period to participate, on the same basis as the Company&#146;s other senior executives, in the Company&#146;s
Standard Executive Benefits Package. The Company&#146;s &#147;<U>Standard Executive Benefits Package</U>&#148;
means those benefits (including insurance, vacation and other benefits, but excluding, except as
hereinafter provided in Section&nbsp;6, any severance pay program or policy of the Company) for which
substantially all of the executives of the Company are from time to time generally eligible, as
determined from time to time by the Board. Executive is entitled to credit for his prior years of
service with the Company. A summary of such benefits available to Executive as in effect on the
date of this Agreement is attached hereto as <U>Exhibit&nbsp;B</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(f)&nbsp;<U>Additional Compensation/Benefits</U>. The Compensation Committee of the BHI Board, in
its sole discretion, will determine any compensation or benefits to be provided to Executive during
the Employment Period other than as set forth in this Agreement, including, without limitation, any
future grant of stock options or other equity awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(g)&nbsp;<U>Disgorgement of Compensation</U>. If BHI or the Company is required to prepare an
accounting restatement due to material noncompliance by BHI or the Company, as a result of
misconduct, with any financial reporting requirement under the federal securities laws, to the
extent required by law Executive will reimburse the Company for (i)&nbsp;any bonus or other
incentive-based or equity-based compensation received by Executive from the Company (including such
compensation payable in accordance with this Section&nbsp;4 and Section&nbsp;6) during the 12-month period
following the first public issuance or filing with the Securities and Exchange Commission
(whichever first occurs) of the financial document embodying that financial reporting requirement;
and (ii)&nbsp;any profits realized by Executive from the sale of BHI&#146;s securities during that 12-month
period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.&nbsp;<U>Employment Period</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;Subject to subsection 5(b), the Employment Period will commence on the Effective Date and
will continue until, and will end upon January&nbsp;21, 2013 (the &#147;<U>Initial Term</U>&#148;). The
Agreement shall automatically be extended for successive one year terms (each, a &#147;<U>Renewal
Term</U>&#148;), unless either party shall have given the other written notice of non-extension at least
90&nbsp;days prior the expiration of the Initial Term or any Renewal Term.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;Notwithstanding subsection 5(a), the Employment Period will end upon the first to occur of
any of the following events: (i)&nbsp;Executive&#146;s death; (ii)&nbsp;the Company&#146;s termination of Executive&#146;s
employment on account of Disability; (iii)&nbsp;the Company&#146;s termination of Executive&#146;s employment for
Cause (a &#147;<U>Termination for Cause</U>&#148;); (iv)&nbsp;the
Company&#146;s termination of Executive&#146;s employment without Cause (a &#147;<U>Termination without
Cause</U>&#148;); (v)&nbsp;Executive&#146;s termination of Executive&#146;s employment for Good Reason (a
&#147;<U>Termination for Good Reason</U>&#148;); or (vi)&nbsp;Executive&#146;s termination of Executive&#146;s employment
for any reason other than Good Reason (a &#147;<U>Voluntary Termination</U>&#148;).
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 8%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;Any termination of Executive&#146;s employment under subsection 5(b) (other than 5(b)(i)) must
be communicated by a Notice of Termination delivered by the Company or Executive, as the case may
be, to the other party.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;Executive will be deemed to have waived any right to a Termination for Good Reason based
on the occurrence or existence of a particular event or circumstance constituting Good Reason
unless Executive delivers a Notice of Termination within 90&nbsp;days from the date Executive first
became aware of the event or circumstance.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">6.&nbsp;<U>Post-Employment Period Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;At the Date of Termination, regardless of the reason for termination of employment,
Executive will be entitled to (i)&nbsp;any Base Salary that has accrued but is unpaid, any annual bonus
that has been earned for the fiscal year prior to the year in which the Date of Termination occurs,
but is unpaid, any reimbursable expenses that have been incurred but are unpaid, and any unexpired
vacation days that have accrued under the Company&#146;s vacation policy but are unused, as of the end
of the Employment Period, which amount shall be paid in a lump sum in cash within 30&nbsp;days of the
Date of Termination in accordance with the Reimbursement Rules, where applicable, (ii)&nbsp;any plan
benefits that by their terms extend beyond termination of Executive&#146;s employment (but only to the
extent provided in any such benefit plan in which Executive has participated as a Company employee
and excluding, except as hereinafter provided in Section&nbsp;6, any Company severance pay program or
policy) and (iii)&nbsp;any benefits to which Executive is entitled in accordance with Part&nbsp;6 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974, as amended (&#147;<U>COBRA</U>&#148;).
Except as specifically described in this subsection 6(a) and in the succeeding subsections of this
Section&nbsp;6 (under the circumstances described in those succeeding subsections), from and after the
Date of Termination Executive shall cease to have any rights to salary, bonus, expense
reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;If Executive&#146;s employment terminates on account of Executive&#146;s death, Disability,
Voluntary Termination, Termination for Cause or the end of the Employment Period in accordance with
subsection 5(a) due to the Executive giving the Company written notice of nonrenewal, the Company
will make no further payments to Executive except as contemplated in subsection 6(a).
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;If Executive&#146;s employment terminates on account of a Termination without Cause or a
Termination for Good Reason, Executive shall be entitled to the following:
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">payment equal to one (1)&nbsp;time the Executive&#146;s annual Base Salary in effect immediately prior
to the Date of Termination, <U>plus</U> one (1)&nbsp;time the cash bonus amount equal to the
Target Bonus set forth in clause (iii)&nbsp;of subsection 4(c) hereof, payable in twelve equal
monthly installments commencing on the earlier to occur of the first business day of the
seventh month after the Date of Termination or Executive&#146;s death;</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">if the termination occurs prior to February&nbsp;19, 2011 the 60,000 shares of restricted stock
issued upon Executive&#146;s hiring pursuant to Section 4(a) shall immediately vest;</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">automatic vesting of all unvested restricted stock grants effective as of the Date of
Termination;</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">a lump sum payment, payable on the earlier to occur of the first business day of the seventh
month after the Date of Termination or Executive&#146;s death, in cash in an amount equal to the
contributions the Company would have made (excluding any salary reduction contributions
pursuant to an election of the Executive) for the benefit of the Executive to the Company&#146;s
qualified salaried 401(k) plan (if the Company is making matching contributions or other
contributions to the salaried 401(k) plan at the time of the Executive&#146;s termination),
assuming (i)&nbsp;the Executive continued as an employee of the Company for a period of one year
beginning on the Executive&#146;s Date of Termination, and (ii)&nbsp;the Executive during such period
contributed six percent of his base salary (as in effect immediately prior to the Date of
Termination) to the 401(k) plan;</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">continued participation in the Company&#146;s medical and dental plans, on the same basis as
active employees participate in such plans, until the earlier of (i)&nbsp;Executive&#146;s eligibility
for any such coverage under another employer&#146;s or any other medical or dental insurance plans
or (ii)&nbsp;the first anniversary of the Date of Termination; except that in the event that
participation in any such plan is barred, the Company shall reimburse Executive on a monthly
basis in accordance with the Reimbursement Rules for any premiums paid by Executive to obtain
benefits (for Executive and his dependents) equivalent to the benefits he is entitled to
receive under the Company&#146;s benefit plans. Executive agrees that the period of coverage under
such plans (or the period of reimbursement if participation is barred) shall count against the
plans&#146; obligation to provide continuation coverage pursuant to COBRA;</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">up to $25,000 in aggregate outplacement services to be used within one year of the Date of
Termination, the scope and provider of which shall be selected by Executive in his sole
discretion; and</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">to the extent not theretofore paid or provided, any other amounts or benefits required to be
paid or provided or which the Executive is eligible to receive under any plan, program, policy
or practice or contract or agreement of the Company (such other amounts and benefits shall be
hereinafter referred to as the &#147;<U>Other Benefits</U>&#148;).</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;The Company shall have no obligation to make any payments in accordance with subsection
6(c) if Executive declines to sign and return a Release Agreement or revokes the Release Agreement
within the time provided in the Release Agreement. In no event shall the Release Agreement release
any claim for indemnification by the Company or amounts and benefits set forth in subsection 6(a)
hereof.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(e)&nbsp;Executive is not required to mitigate the amount of any payment or benefit provided for in
this Agreement by seeking other employment or otherwise.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">7.&nbsp;<U>Competitive Activity; Confidentiality; Non-solicitation</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;<U>Confidential Information</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;The Executive shall hold in a fiduciary capacity for the benefit of the Company and BHI
all Confidential Information and Trade Secrets. During his employment with the Company and for a
period of five years following the termination of the Executive&#146;s employment for any reason, the
Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be
required by law or legal process, communicate or divulge Confidential Information; <I>provided,
however</I>, that if the Confidential Information is deemed a trade secret under Georgia law, then the
period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws
in effect at the time of Executive&#146;s termination. In addition, except as necessary to perform his
duties for the Company, during Executive&#146;s employment and thereafter for the applicable period
under Georgia Trade Secret laws in effect at the time of Executive&#146;s termination, Executive will
not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and
will not, directly or indirectly, make use of any Trade Secrets, for himself or herself or any
other person or entity, without the express written consent of the Company. This provision will
apply for so long as a particular Trade Secret retains its status as a trade secret under
applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this
Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any
protection provided to any such information under any applicable federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;All files, records, documents, drawings, specifications, data, computer programs,
customer or vendor lists, specific customer or vendor information, marketing techniques, business
strategies, contract terms, pricing terms, discounts and management compensation of the Company,
BHI or any of their respective subsidiaries and affiliates, whether prepared by the Executive or
otherwise coming into the Executive&#146;s possession, shall remain the exclusive property of the
Company, BHI or any of their respective subsidiaries and affiliates, and the Executive shall not
remove any such items from the premises of the Company, BHI or any of their respective subsidiaries
and affiliates, except in furtherance of the Executive&#146;s duties.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;It is understood that while employed by the Company, the Executive will promptly
disclose to the Company in writing, and assign to the Company the Executive&#146;s interest in any
invention, improvement, copyrightable material or discovery made or conceived by the Executive,
either alone or jointly with others, which arises out of the Executive&#146;s employment (&#147;<U>Executive
Invention</U>&#148;). At the Company&#146;s request and expense, the Executive will reasonably assist the
Company, BHI or any of their respective subsidiaries and affiliates during the period of the
Executive&#146;s employment by the Company and thereafter in connection with any controversy or legal
proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other
protection covering an Executive Invention. As a matter of record, Executive hereby states that he
or she has provided below a list of all unpatented inventions in which Executive owns all or
partial interest. Executive agrees not to
assert any right against BHI with respect to any invention which is not patented or which is
not listed.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 12%">&nbsp;

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;As requested by the Company and at the Company&#146;s expense, from time to time and upon the
termination of the Executive&#146;s employment with the Company for any reason, the Executive will
promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates all
copies and embodiments, in whatever form, of all Confidential Information in the Executive&#146;s
possession or within his control (including, but not limited to, memoranda, records, notes, plans,
photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media,
disks, diskettes, tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the Company, the Executive
will provide the Company with written confirmation that all such materials have been delivered to
the Company as provided herein.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;<U>Non-Solicitation</U>. During his employment with the Company and for a period of one
year following the termination of the Executive&#146;s employment for any reason, the Executive shall
not solicit or attempt to solicit, (a)&nbsp;any party who is a customer of the Company, BHI or any of
their respective subsidiaries and affiliates and with which the Executive had contact while
employed with the Company, for the purpose of marketing, selling or providing to any such party any
services or products offered by the Company, BHI or any of their respective subsidiaries and
affiliates to such customer other than general solicitations to the public and not directed
specifically at a customer of the Company, (b)&nbsp;any party who is a vendor of the Company, BHI or any
of their respective subsidiaries and affiliates to sell similar products and with which the
Executive had contact while employed with the Company or (c)&nbsp;any employee of the Company, BHI or
any of their respective subsidiaries and affiliates to terminate such employee&#146;s employment
relationship with the Company, BHI and any of their respective subsidiaries and affiliates in
order, in either case, to enter into a similar relationship with the Executive, or any other person
or any entity in competition with the Company, BHI or any of their respective subsidiaries and
affiliates (other than with respect to general employment solicitations to the public and not
directed specifically at employees of the Company, BHI and any of their respective subsidiaries and
affiliates).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;<U>Non-Competition.</U> During Executive&#146;s employment by the Company and, if the
Executive is terminated pursuant to Section 6(c) or in the event of Executive&#146;s Voluntary
Termination, for a period of one year following the termination of the Executive&#146;s employment (the
&#147;<U>Restricted Period</U>&#148;), the Executive shall not render services substantially the same as the
services rendered by Executive to the Company to any person or entity that engages in or owns,
invests in, operates, manages or controls any venture or enterprise which engages or proposes to
engage in the building products distribution business in the United States (the
&#147;<U>Business</U>&#148;). Notwithstanding anything to the contrary herein, during the Restricted
Period, in no event shall Executive render services substantially the same as the services rendered
by Executive to the Company to the Company&#146;s competitors listed on <U>Exhibit&nbsp;C</U> hereto or any
of their subsidiaries or affiliates. Notwithstanding the foregoing, nothing in this Agreement
shall prevent the Executive from owning for passive investment purposes not intended to circumvent
this Agreement, less than five percent (5%) of the publicly traded voting securities of any company
engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult
with or control the competing enterprise and no power, alone or in conjunction with other
affiliated
parties, to select a director, manager, general partner, or similar governing official of the
competing enterprise other than in connection with the normal and customary voting powers afforded
the Executive in connection with any permissible equity ownership).
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;<U>Remedies; Specific Performance</U>. The parties acknowledge and agree that the
Executive&#146;s breach or threatened breach of any of the restrictions set forth in this Section&nbsp;7 will
result in irreparable and continuing damage to the Company, BHI and their respective subsidiaries
and affiliates for which there may be no adequate remedy at law and that the Company and BHI shall
be entitled to equitable relief, including specific performance and injunctive relief as remedies
for any such breach or threatened or attempted breach. The Executive hereby consents to the grant
of an injunction (temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of this Section&nbsp;7. The Executive also agrees that such remedies shall be
in addition to any and all remedies, including damages, available to the Company and BHI against
him for such breaches or threatened or attempted breaches. In addition, without limiting the
remedies of the Company and BHI for any breach of any restriction on the Executive set forth in
this Section&nbsp;7, except as required by law, the Executive shall not be entitled to any payments set
forth in Section&nbsp;6 hereof if the Executive materially breaches the covenant applicable to the
Executive contained in this Section&nbsp;7 and the Company, BHI and their respective subsidiaries and
affiliates will have no obligation to pay any of the amounts that remain payable by the Company
under Section&nbsp;6.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(e)&nbsp;<U>Communication of Contents of Agreement</U>. During Executive&#146;s employment and for one
year thereafter, Executive will communicate his obligations under this Section&nbsp;7 to any person,
firm, association, partnership, corporation or other entity which Executive intends to be employed
by, associated with, or represent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(f)&nbsp;The existence of any claim, demand, action or cause of action of Executive against the
Company, whether predicated upon this Agreement or otherwise, is not to constitute a defense to the
Company&#146;s enforcement of any of the covenants or agreements contained in Section&nbsp;7. The Company&#146;s
rights under this Agreement are in addition to, and not in lieu of, all other rights the Company
may have at law or in equity to protect its confidential information, trade secrets and other
proprietary interests.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(g)&nbsp;<U>Extension</U>. If a court of competent jurisdiction finally determines that Executive
has violated any of Executive&#146;s obligations under this Section&nbsp;7, then the period applicable to
those obligations is to automatically be extended by a period of time equal in length to the period
during which those violations occurred.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">8.&nbsp;<U>Definitions</U>.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">(a) &#147;<U>Cause</U>&#148; means, as determined by the BHI Board in good faith:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;a Material Breach of the duties and responsibilities of Executive, which has not ceased
within ten (10)&nbsp;business days after a written demand for substantial performance is delivered to
the Executive by the Company, which demand identifies with
particularity the manner in which the Company believes that the Executive has Materially
Breached such duties and responsibilities;
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;Executive&#146;s (x)&nbsp;conviction of or plea of nolo contendere to a felony or (y)&nbsp;conviction of
or plea of nolo contendere to any misdemeanor involving willful misconduct (other than minor
violations such as traffic violations) if such misdemeanor causes material damage to the property,
business or reputation of BHI or the Company;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;acts of dishonesty by Executive resulting or intending to result in personal gain or
enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;Executive&#146;s Material Breach of any provision of this Agreement, which has not ceased
within ten (10)&nbsp;business days after a written demand for substantial performance is delivered to
the Executive by the Company, which demand identifies with particularity the provision of this
Agreement which the Executive has Materially Breached and the circumstances giving rise to such
breach;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(v)&nbsp;Executive&#146;s failure to follow the lawful written directions of the Company Board or the
BHI Board, which has not ceased within ten (10)&nbsp;business days after a written demand for
substantial performance is delivered to the Executive by the Company, which demand identifies with
particularity written directions which the Company believes that the Executive has not followed;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(vi)&nbsp;conduct by Executive in connection with his duties hereunder that is fraudulent, unlawful
or willful and materially injurious to the Company, BHI or their respective subsidiaries and
affiliates;
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 12%">(vii)&nbsp;Executive&#146;s engagement in habitual insobriety or the use of illegal drugs or substances;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(viii)&nbsp;Executive&#146;s failure to cooperate fully, or failure to direct the persons under
Executive&#146;s management or direction, or employed by, or consultants or agents to, the Company (or
its subsidiaries and affiliates) to cooperate fully, with all corporate investigations or
independent investigations by the Board or the BHI Board, all governmental investigations of the
Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or
its subsidiaries and affiliates) entered by a court of competent jurisdiction, which has not ceased
within ten (10)&nbsp;business days after a written demand is delivered to the Executive by the Company,
which demand identifies with particularity the manner in which the Company believes that the
Executive failed to cooperate or to direct such others to cooperate;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ix)&nbsp;Executive&#146;s material and willful violation of BHI&#146;s Code of Conduct (including as
applicable to senior financial officers), or any successor codes;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(x)&nbsp;Executive&#146;s engagement in activities prohibited by Section&nbsp;7; or
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(xi)&nbsp;Notwithstanding the foregoing, no termination of the Executive&#146;s employment shall be for
&#147;Cause&#148; until (a)&nbsp;there shall have been delivered to the Executive a copy of a written notice
setting forth the basis for such termination in reasonable detail, and (b)&nbsp;the Executive shall have
been provided an opportunity to be heard in person by the BHI Board (with the assistance of the
Executive&#146;s counsel if the Executive so desires). No act, or failure to act, on the Executive&#146;s
part shall be considered &#147;willful&#148; unless the Executive has acted or failed to act with a lack of
good faith and with a lack of reasonable belief that the Executive&#146;s action or failure to act was
in the best interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the BHI Board or the Company Board or based upon the
advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the Company. Any termination
of the Executive&#146;s employment by the Company hereunder shall be deemed to be a termination other
than for Cause unless it meets all requirements of this Section&nbsp;8(a)(xi).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;&#147;<U>Confidential Information</U>&#148; means knowledge or data relating to the Company, BHI or
any of their respective subsidiaries and affiliates, and their respective businesses that is not
generally known to persons not employed by the Company, BHI or any of their respective subsidiaries
and affiliates, is not generally disclosed by the Company, BHI or any of their respective
subsidiaries and affiliates, and is the subject of reasonable efforts to keep it confidential.
Confidential Information includes, but is not limited to, information regarding product or service
cost or pricing, information regarding personnel allocation or organizational structure,
information regarding the business operations or financial performance of the Company, BHI or any
of their respective subsidiaries and affiliates, sales and marketing plans, and strategic
initiatives (independent or collaborative), information regarding existing or proposed methods of
operation, current and future development and expansion or contraction plans, sale/acquisition
plans and non-public information concerning the legal or financial affairs of the Company, BHI or
any of their respective subsidiaries and affiliates. Confidential Information does not include
information that has become generally available to the public by the act of one who has the right
to disclose such information without violating any right or privilege of the Company, BHI or any of
their respective subsidiaries and affiliates. This definition is not intended to limit any
definition of confidential information or any equivalent term under applicable federal, state or
local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;&#147;<U>Date of Termination</U>&#148; means (i)&nbsp;if Executive&#146;s employment is terminated by the
Company for Disability, 30&nbsp;days after the Company gives Notice of Termination to Executive
(provided that Executive has not returned to the performance of Executive&#146;s duties on a full-time
basis during this 30-day period), (ii)&nbsp;if Executive&#146;s employment is terminated by Executive for
Good Reason, the date specified in the Notice of Termination (but in no event prior to 30&nbsp;days
following the delivery of the Notice of Termination), and (iii)&nbsp;if Executive&#146;s employment is
terminated by the Company for any other reason, the date on which a Notice of Termination is given;
except that if within 30&nbsp;days after any Notice of Termination is given to Executive by the Company,
Executive notifies the Company that a dispute exists concerning the termination, the Date of
Termination is to be the date the dispute is finally determined, whether by mutual written
agreement of the parties or upon final judgment, order or decree of a court of competent
jurisdiction (the time for appeal thereof having expired and no appeal having been perfected). A
termination of employment shall not be deemed to have occurred for purposes of
any provision of this Agreement providing for the payment of any amounts or benefits subject
to Section&nbsp;409A upon or following a termination of employment unless such termination is also a
&#147;separation from service&#148; within the meaning of Section&nbsp;409A.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 8%">&nbsp;

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;&#147;<U>Disability</U>&#148; means the determination by the Company, in accordance with applicable
law, based on information provided by a physician selected by the Company or its insurers and
reasonably acceptable to Executive or Executive&#146;s legal representative that, as a result of a
physical or mental injury or illness, Executive has been unable to perform the essential functions
of his job with or without reasonable accommodation for a period of (i)&nbsp;90 consecutive days or (ii)
180&nbsp;days in any one-year period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(e)&nbsp;&#147;<U>Good Reason</U>&#148; means, without the consent of Executive, (A)&nbsp;the assignment to
Executive of any duties inconsistent in any material adverse respect with Executive&#146;s position
(including offices, titles and reporting requirements), authority, duties or responsibilities
immediately following the Effective Date, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities; (B)&nbsp;a reduction by the
Company in Executive&#146;s Base Salary, bonus opportunity or benefits, other than pursuant to a
reduction generally applicable to senior executives of the Company; (C)&nbsp;the Company&#146;s requiring
Executive to be based at any office or location outside of the metropolitan area of Atlanta,
Georgia; or (D)&nbsp;any failure by the Company to comply with and satisfy the requirements for any
assignment of its rights and obligations under Section&nbsp;13. &#147;Good Reason&#148; shall not include for
purposes of (A)&nbsp;through (D)&nbsp;an isolated, insubstantial and inadvertent action not taken in bad
faith which is remedied by the Company within ten (10)&nbsp;business days after receipt of notice
thereof given by Executive. Notwithstanding the foregoing, in the event that as a result of
absence because of mental or physical incapacity the Executive incurs a &#147;separation from service&#148;
within the meaning of the term under Section&nbsp;409A of the Internal Revenue Code of 1986, as amended
(&#147;Section&nbsp;409A&#148;), the Executive shall on such date automatically be terminated from employment
because of Disability.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(f)&nbsp;&#147;<U>Material Breach</U>&#148; means an intentional act or omission by Executive which
constitutes substantial non-performance of Executive&#146;s obligations under this Agreement and causes
material damage to the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(g)&nbsp;&#147;<U>Notice of Termination</U>&#148; means a written notice that indicates those specific
termination provisions in this Agreement relied upon and that sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Executive&#146;s employment under
the provision so indicated. For purposes of this Agreement, no purported termination by either
party is to be effective without a Notice of Termination.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(h)&nbsp;&#147;<U>Reimbursement Rules</U>&#148; means the requirement that any amount of expenses eligible
for reimbursement under this Agreement be made (i)&nbsp;in accordance with the reimbursement payment
date set forth in the applicable provision of the Agreement providing for the reimbursement or (ii)
where the applicable provision does not provide for a reimbursement date, thirty (30)&nbsp;calendar days
following the date on which Executive incurs the expense, but, in each case, no later than December
31 of the year following the year in which the Executive incurs the related expenses; <I>provided</I>,
that in no event shall the reimbursements or in-kind benefits to be provided by the Company in one
taxable year affect the amount of reimbursements
or in-kind benefits to be provided in any other taxable year, nor shall the Executive&#146;s right
to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(i)&nbsp;&#147;<U>Release Agreement</U>&#148; means an agreement, substantially in a form approved by the
Company, pursuant to which Executive releases all current or future claims, known or unknown,
arising on or before the date of the release against the Company, its subsidiaries and its officers
which relate to the Executive&#146;s employment by the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(j)&nbsp;&#147;<U>Standard Executive Benefits Package</U>&#148; means those benefits (including, without
limitation, retirement, insurance and other welfare benefits, but excluding, except as provided in
Section&nbsp;6, any severance pay program or policy of the Company) for which substantially all of the
Company&#146;s senior executives are from time to time generally eligible, as determined from time to
time by the Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(k)&nbsp;&#147;<U>Trade Secrets</U>&#148; means all secret, proprietary or confidential information
regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the
definition of &#147;trade secrets&#148; within the meaning set forth in O.C.G.A. &#167; 10-1-761.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">9.&nbsp;<U>Executive Representations</U>. Executive represents to the Company that (a)&nbsp;the
execution, delivery and performance of this Agreement by Executive does not and will not conflict
with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which Executive is a party or by which Executive is bound, (b)&nbsp;Executive is not a
party to or bound by any employment agreement, noncompete agreement or confidentiality agreement
with any other person or entity and (c)&nbsp;upon the execution and delivery of this Agreement by the
Company, this Agreement will be the valid and binding obligation of Executive, enforceable in
accordance with its terms.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">10.&nbsp;<U>Withholding of Taxes</U>. The Company shall withhold from any amounts payable under
this Agreement all federal, state, city or other taxes that the Company is required to withhold
under any applicable law, regulation or ruling.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">11.&nbsp;<U>Section&nbsp;409A</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a
&#147;specified employee&#148; (within the meaning of Section&nbsp;409A and determined pursuant to procedures
adopted by the Company) at the time of his separation from service (within the meaning of Section
409A) and if any portion of the payments or benefits to be received by the Executive upon
separation from service would be considered deferred compensation under Section&nbsp;409A, amounts that
would otherwise be payable pursuant to this Agreement during the six-month period immediately
following the Executive&#146;s separation from service (the &#147;<U>Delayed Payments</U>&#148;) and benefits
that would otherwise be provided pursuant to this Agreement (the &#147;<U>Delayed Benefits</U>&#148;) during
the six-month period immediately following the Executive&#146;s separation from service (such period,
the &#147;<U>Delay Period</U>&#148;) shall instead be paid or made available on the earlier of (i)&nbsp;the first
business day of the seventh month following the date of the Executive&#146;s separation from service or
(ii)&nbsp;Executive&#146;s death (the applicable date, the &#147;<U>Permissible Payment Date</U>&#148;). The Company
shall also reimburse the Executive for the after-tax
cost incurred by the Executive in independently obtaining any Delayed Benefits (the
&#147;<U>Additional Delayed Payments</U>&#148;).
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 8%">&nbsp;

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;With respect to any amount of expenses eligible for reimbursement under Section&nbsp;6(a), such
expenses shall be reimbursed by the Company within thirty (30)&nbsp;calendar days following the date on
which the Company receives the applicable invoice from the Executive but in no event later than
December&nbsp;31 of the year following the year in which the Executive incurs the related expenses;
provided, that with respect to reimbursement relating to the Additional Delayed Payments, such
reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements
or in-kind benefits to be provided by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the
Executive&#146;s right to reimbursement or in-kind benefits be subject to liquidation or exchange for
another benefit.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;Each payment under this Agreement shall be considered a &#147;separate payment&#148; and not of a
series of payments for purposes of Section&nbsp;409A.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(d)&nbsp;Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus
2%, which accumulated interest shall be paid to the Executive on the Permissible Payment Date.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">12.&nbsp;<U>Excess Parachute Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(a)&nbsp;In the event that it shall be determined, based upon the advice of the independent public
accountants for BHI or the Company (the &#147;<U>Accountants</U>&#148;), that any payment, benefit or
distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a
&#147;<U>Payment</U>&#148;) constitute &#147;parachute payments&#148; under Section&nbsp;280G(b)(2) of the Code, as
amended, then, if the aggregate present value of all such Payments (collectively, the
&#147;<U>Parachute Amount</U>&#148;) exceeds 2.99 times the Executive&#146;s &#147;base amount&#148;, as defined in Section
280G(b)(3) of the Code (the &#147;<U>Executive Base Amount</U>&#148;), the amounts constituting &#147;parachute
payments&#148; which would otherwise be payable to or for the benefit of Executive shall be reduced to
the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive Base Amount
(the &#147;<U>Reduced Amount</U>&#148;); <U>provided</U> that such amounts shall not be so reduced if the
Executive determines, based upon the advice of the Accountants, that without such reduction
Executive would be entitled to receive and retain, on a net after tax basis (including, without
limitation, any excise taxes payable under Section&nbsp;4999 of the Code), an amount which is greater
than the amount, on a net after tax basis, that the Executive would be entitled to retain upon his
receipt of the Reduced Amount.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(b)&nbsp;If the determination made pursuant to clause (a)&nbsp;of this Section&nbsp;12 results in a reduction
of the payments that would otherwise be paid to Executive except for the application of clause (a)
of this Section&nbsp;12, Executive may then elect, in his sole discretion, which and how much of any
particular entitlement shall be eliminated or reduced and shall advise the Company in writing of
his election within ten days of the determination of the reduction in payments. If no such
election is made by Executive within such ten-day period, the Company may elect which and how much
of any entitlement shall be eliminated or reduced and shall notify Executive promptly of such
election.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 8%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">(c)&nbsp;As a result of the uncertainty in the application of Section&nbsp;280G of the Code at the time
of a determination hereunder, it is possible that payments will be made by the Company which should
not have been made under clause (a)&nbsp;of this Section&nbsp;12 (&#147;<U>Overpayment</U>&#148;) or that additional
payments which are not made by the Company pursuant to clause (a)&nbsp;of this Section&nbsp;12 should have
been made (&#147;<U>Underpayment</U>&#148;). In the event that there is a final determination by the
Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an
Overpayment has been made, any such Overpayment shall be repaid by Executive to the Company
together with interest at the applicable Federal rate provided for in Section&nbsp;7872(f)(2) of the
Code. In the event that there is a final determination by the Internal Revenue Service, a final
determination by a court of competent jurisdiction or a change in the provisions of the Code or
regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly paid
by the Company to or for the benefit of Executive, together with interest at the applicable Federal
rate provided for in Section&nbsp;7872(f)(2) of the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">13.&nbsp;<U>Successors and Assigns</U>. This Agreement is to bind and inure to the benefit of and
be enforceable by Executive, the Company and their respective heirs, executors, personal
representatives, successors and assigns, except that neither party may assign any rights or
delegate any obligations hereunder without the prior written consent of the other party. Executive
hereby consents to the assignment by the Company of all of its rights and obligations under this
Agreement to any successor to the Company by merger or consolidation or purchase of all or
substantially all of the Company&#146;s assets, provided that the transferee or successor assumes the
Company&#146;s liabilities under this Agreement by agreement in form and substance reasonably
satisfactory to Executive.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">14.&nbsp;<U>Survival</U>. Subject to any limits on applicability contained therein, Section&nbsp;7
will survive and continue in full force in accordance with its terms notwithstanding any
termination of the Employment Period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">15.&nbsp;<U>Choice of Law</U>. This Agreement is to be governed by the internal law, and not the
laws of conflicts, of the State of Georgia.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">16.&nbsp;<U>Severability</U>. Whenever possible, each provision of this Agreement is to be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not
to affect any other provision or any other jurisdiction, and this Agreement is to be reformed,
construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision
had never been contained herein.
</DIV>

<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">17.&nbsp;<U>Notices</U>. Any notice provided for in this Agreement is to be in writing and is to
be either personally delivered, sent by reputable overnight carrier or mailed by first class mail,
return receipt requested, to the recipient at the address indicated as follows:
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Notices to Executive:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">To the address listed in the personnel records of the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">Notices to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">BlueLinx Corporation<BR>
4300 Wildwood Parkway<BR>
Atlanta, Georgia 30339<BR>
Attention: Legal Department<BR>
Facsimile: (770)&nbsp;953-7008

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">or any other address or to the attention of any other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement is to be
deemed to have been given when so delivered, sent or mailed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">18.&nbsp;<U>Amendment and Waiver</U>. The provisions of this Agreement may be amended or waived
only with the prior written consent of the Company and Executive, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding
effect or enforceability of this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">19.&nbsp;<U>Complete Agreement</U>. This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and effective as of its
date supersedes and preempts any prior understandings, agreements or representations by or between
the parties, written or oral, that may have related to the subject matter hereof in any way,
including, but not limited to, any prior agreements with respect to Executive&#146;s employment or
termination of employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">20.&nbsp;<U>Counterparts</U>. This Agreement may be executed in separate counterparts, each of
which are to be deemed to be an original and both of which taken together are to constitute one and
the same agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">21.&nbsp;<U>Attorney&#146;s Fees</U>. In the event that Executive substantially prevails on at least
one substantive issue in any dispute in connection with this Agreement, Executive shall be
entitled to recover all attorneys&#146; fees, costs and disbursements incurred by Executive in
connection with such dispute. &#147;Substantially prevailing&#148;, within the meaning of this Section&nbsp;21,
includes Executive&#146;s agreement to dismiss any proceeding upon the Company&#146;s payment of the sums
allegedly due or performance of the covenants allegedly breached.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">22.&nbsp;<U>Mediation and Arbitration</U>. Any controversy or claim arising out of or relating to
this contract, or the breach thereof, if said dispute cannot be settled through negotiation, the
parties agree first to try in good faith to settle such dispute by mediation under the Commercial
Mediation Rules of the American Arbitration Association before resorting to arbitration. The place
of mediation shall be Atlanta, Georgia. If the parties cannot reach resolution for such dispute in
mediation, such dispute shall be settled by binding arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association. The place of arbitration shall be
Atlanta, Georgia. Judgment upon the award rendered by the arbitrator may be entered only in a
state court of Fulton County, Georgia, or the federal court for the Northern District of Georgia.
The parties agree that such shall be a proper forum in which to adjudicate such case or controversy
and the parties consent to waive any objection to the jurisdiction or venue of such court(s). The
Employer and the Executive agree to share equally the fees and expenses associated with the
arbitration proceedings.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="36%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Executive initials: </B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Representative of Company initials: </B><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>&#091; SIGNATURE PAGE TO FOLLOW &#093;</B>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The parties are signing this Agreement as of the date stated in the introductory clause.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">BLUELINX CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ George R. Judd
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">George R. Judd&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">President &#038; CEO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><BR>
EXECUTIVE<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ H. Douglas Goforth
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">H. Douglas Goforth&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>LIST OF UNPATENTED INVENTIONS</B>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive represents that he or she has no such inventions by initialing below next to the word
&#147;NONE.&#148;
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NONE:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ HDG
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE&#146;S DUTIES</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><u><B>Position Purpose Summary</B></u><B>:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive team member, fully responsible for driving the assessment, planning and execution of plans for the Supply Chain
organization. Develops and runs the required end-to-end product supply chain capabilities in alignment with cost, customer
expectation, quality, reliability and other key company deliverables. Oversees operations and coordination between facilities
to maintain best-in-class service levels, optimized inventory management and efficiently utilized manufacturing resources.
Improves existing business systems and processes by working effectively across all functions, facilities and suppliers.
Provides direction and leadership in the continuing roll-out of the company&#146;s articulated goals, values, vision and culture
while encouraging aggressive and prudent risk-oriented business activities by leaders and employees across the company.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>KEY TASKS / RESPONSIBILITIES</B>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Understands the company&#146;s vision, mission, and strategy; understands business unit objectives and sets/accomplishes
individual performance goals accordingly.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes personal credibility with the executive team and leaders throughout the organization, through a deep
understanding of the business and strategic levers.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Partners with senior leadership team to build support for Supply Chain strategy and ensures alignment with overall
business plans.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Develops and executes strategies and contracts to manage the Company&#146;s spend in critical areas involving supply,
operations and maintenance.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Oversees and improves national and international procurement strategies and optimize cost savings, delivery and
services.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Ensures a system is in place that identifies and mitigates various supply chain risks. Ensures there is a robust
process in place to ensure the company&#146;s supplier business practices policies are enforced.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes, measures, and monitors key metrics to evaluate the effectiveness of the Supply Chain organization.
Monitors core supply chain performance, including delivery against product and service level agreements and cost objectives.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Leads team; selects/hires; develops objectives; coaches and evaluates performance. Ensures direct reports obtain
applicable training and development opportunities to enhance performance, development, and contributions to the company. Holds
direct reports accountable for individual and team performance. Addresses performance issues appropriately and timely.</DIV></TD>
</TR>

</TABLE>
</DIV><P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT B</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE BENEFITS PACKAGE</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided as for other salaried employees
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Salaried 401(k) Plan<BR>
Medical and Dental Insurance

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided to Doug Goforth:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Life Insurance &#151; $825,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Executive PAI &#151; $250,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual auto allowance &#151; $7,500.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual physical &#151; up to $2,500.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual Country Club dues allowance &#151; up to $6,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual Financial advisor fees &#151; up to $3,500.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Guaranteed Selling price of $525,000 on Jacksonville residence</DIV></TD>
</TR>



</TABLE>
</DIV><P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT C</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>COMPANY&#146;S COMPETITORS</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Weyerhauser<BR>
Boise Cascade<BR>
Georgia-Pacific<BR>
Louisiana Pacific<BR>
Norbord<BR>
Beacon Roofing Supply<BR>
Huttig<BR>
Universal Forest Products<BR>
Builders Firstsource<BR>
Watsco<BR>
Interline Brands

</DIV>


<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->19<!-- /Folio -->
</DIV>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>c11463exv10w3.htm
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.3</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="right" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;10.3</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>AMENDED AND RESTATED EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">This Amended and Restated Employment Agreement (this &#147;<U>Agreement</U>&#148;) is entered into as
of January&nbsp;21, 2011 (the &#147;<U>Effective Date</U>&#148;) between BLUELINX CORPORATION, a Georgia
corporation (the &#147;<U>Company</U>&#148;), and Dean A. Adelman (&#147;<U>Executive</U>&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>RECITALS:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive entered into an Employment Agreement dated June&nbsp;4, 2009
(the &#147;<U>Prior Agreement</U>&#148;), pursuant to which Executive agreed to provide services to the
Company and the Company agreed to provide certain compensation and benefits to Executive; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">WHEREAS, the Company and Executive mutually desire to amend and completely restate the Prior
Agreement, to update the terms of Executive&#146;s employment as the Chief Administrative Officer of the
Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">1.&nbsp;<U>Certain Definitions</U>. Certain words or phrases with initial capital letters not
otherwise defined herein are to have the meanings set forth in Section&nbsp;8.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">2.&nbsp;<U>Employment</U>. The Company shall continue to employ Executive, and Executive accepts
continued employment with the Company upon the terms and conditions set forth in this Agreement for
the period beginning on the Effective Date and ending as provided in Section&nbsp;5 (the &#147;<U>Employment
Period</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">3.&nbsp;<U>Position and Duties</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;During the Employment Period, Executive shall serve as the Chief Administrative Officer
of the Company and BlueLinx Holdings Inc. (&#147;<U>BHI</U>&#148;) and shall have the normal duties,
responsibilities and authority of an executive serving in such position, including those duties
described on <U>Exhibit&nbsp;A</U> hereto, subject to the power of the Board of Directors of the
Company (the &#147;<U>Company Board</U>&#148;) and the Board of Directors of BHI (the &#147;<U>BHI Board</U>&#148;),
to provide oversight and direction with respect to such duties, responsibilities and authority,
either generally or in specific instances. The Executive also shall hold similar titles, offices
and authority with BHI&#146;s direct and indirect subsidiaries, as requested by the BHI Board from time
to time, subject to the oversight and direction of the respective boards of directors of such
entities.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;During the Employment Period, Executive shall devote Executive&#146;s reasonable best efforts
and Executive&#146;s full professional time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the business and affairs of the Company, BHI
and their respective subsidiaries and affiliates. Executive shall perform Executive&#146;s duties and
responsibilities to the best of Executive&#146;s abilities in a diligent, trustworthy and business-like
manner. During the Employment Period, Executive shall not
serve as a director or a principal of another company or any charitable or civic organization
without the Company Board&#146;s prior consent. Notwithstanding the foregoing, during the Employment
Period, Executive may render charitable and civic services so long as such services do not
materially interfere with Executive&#146;s ability to discharge his duties hereunder.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Executive shall perform Executive&#146;s duties and responsibilities with his principal office
located in the Atlanta, Georgia metropolitan area.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">4.&nbsp;<U>Compensation and Benefits</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;<U>Salary</U>. The Company agrees to pay Executive a salary during the Employment
Period in installments based on the Company&#146;s payroll practices as may be in effect from time to
time. The Executive&#146;s salary is currently set at the rate of $315,000 per year (&#147;<U>Base
Salary</U>&#148;). The Base Salary shall be reviewed at least annually and may be increased at the
sole discretion of the BHI Board or Compensation Committee of the BHI Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;<U>Annual Bonus</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;Executive shall be eligible to receive an annual bonus, with the annual bonus target to be
50% of Base Salary (i.e., 50% upon achievement of annual &#147;target&#148; performance goals) and a maximum
of 100% of Base Salary (i.e., 100% upon achievement of annual &#147;maximum&#148; performance goals), with
the &#147;target&#148; and &#147;maximum&#148; based upon satisfaction of performance goals and bonus criteria to be
defined and approved by the Compensation Committee of the BHI Board in advance for each fiscal
year. The Company shall pay any such annual bonus earned to Executive in accordance with the terms
of the applicable bonus plan, but in no event later than March&nbsp;15 of the calendar year following
the calendar year in which such bonus is earned and vested.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;During the Employment Period, Executive will be eligible to participate in long term
incentive programs of the Company and BHI now or hereafter made available to senior executives, in
accordance with the provisions thereof as in effect from time to time, and as deemed appropriate by
the Compensation Committee to be applicable to this position.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;<U>Expense Reimbursement</U>. The Company shall reimburse Executive for all reasonable
expenses incurred by Executive during the Employment Period in the course of performing
Executive&#146;s duties under this Agreement in accordance with the Company&#146;s policies in effect from
time to time with respect to travel, entertainment and other business expenses, and subject to the
Company&#146;s requirements applicable generally with respect to reporting and documentation of such
expenses and subject to the Reimbursement Rules. In order to be entitled to expense
reimbursement, the Executive must be employed as Chief Administrative Officer on the date the
Executive incurred the expense.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;<U>Standard Executive Benefits Package</U>. Executive is entitled during the Employment
Period to participate, on the same basis as the Company&#146;s other senior executives, in the
Company&#146;s Standard Executive Benefits Package. The Company&#146;s &#147;<U>Standard Executive Benefits
Package</U>&#148; means those benefits (including insurance, vacation and other benefits, but
excluding, except as hereinafter provided in Section&nbsp;6, any severance pay program or policy of
the Company) for which substantially all of the executives of the Company are from time to
time generally eligible, as determined from time to time by the Board. A summary of such benefits
available to Executive as in effect on the date of this Agreement is attached hereto as
<U>Exhibit&nbsp;B</U>.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->2<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;<U>Additional Compensation/Benefits</U>. The Compensation Committee of the BHI Board,
in its sole discretion, will determine any compensation or benefits to be provided to Executive
during the Employment Period other than as set forth in this Agreement, including, without
limitation, any future grant of stock options or other equity awards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;<U>Disgorgement of Compensation</U>. If BHI or the Company is required to prepare an
accounting restatement due to material noncompliance by BHI or the Company, as a result of
misconduct, with any financial reporting requirement under the federal securities laws, to the
extent required by law Executive will reimburse the Company for (i)&nbsp;any bonus or other
incentive-based or equity-based compensation received by Executive from the Company (including such
compensation payable in accordance with this Section&nbsp;4 and Section&nbsp;6) during the 12-month period
following the first public issuance or filing with the Securities and Exchange Commission
(whichever first occurs) of the financial document embodying that financial reporting requirement;
and (ii)&nbsp;any profits realized by Executive from the improper or unlawful sale of BHI&#146;s securities
during that 12-month period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">5.&nbsp;<U>Employment Period</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Subject to subsection 5(b), the Employment Period will commence on the Effective Date and
will continue until, and will end upon January&nbsp;21, 2013 (the &#147;<U>Initial Term</U>&#148;). The
Agreement shall automatically be extended for successive one year terms (each, a &#147;<U>Renewal
Term</U>&#148;), unless either party shall have given the other written notice of non-extension at
least 90&nbsp;days prior the expiration of the Initial Term or any Renewal Term.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;Notwithstanding subsection 5(a), the Employment Period will end upon the first to occur of
any of the following events: (i)&nbsp;Executive&#146;s death; (ii)&nbsp;the Company&#146;s termination of Executive&#146;s
employment on account of Disability; (iii)&nbsp;the Company&#146;s termination of Executive&#146;s employment for
Cause (a &#147;<U>Termination for Cause</U>&#148;); (iv)&nbsp;the Company&#146;s termination of Executive&#146;s employment
without Cause or expiration of this Employment Period as a result of Company&#146;s notification not to
renew as provided in Section 5(a) above, (a &#147;<U>Termination without Cause</U>&#148;); (v)&nbsp;Executive&#146;s
termination of Executive&#146;s employment for Good Reason (a &#147;<U>Termination for Good Reason</U>&#148;); or
(vi)&nbsp;Executive&#146;s termination of Executive&#146;s employment for any reason other than Good Reason (a
&#147;<U>Voluntary Termination</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Any termination of Executive&#146;s employment under subsection 5(b) (other than 5(b)(i)) must
be communicated by a Notice of Termination delivered by the Company or Executive, as the case may
be, to the other party.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Executive will be deemed to have waived any right to a Termination for Good Reason based
on the occurrence or existence of a particular event or circumstance constituting Good Reason
unless Executive delivers a Notice of Termination within 45&nbsp;days from the date the BHI Board first
made Executive aware of the event or circumstance.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->3<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">6.&nbsp;<U>Post-Employment Period Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Except as otherwise provided in 6(c) below, at the Date of Termination, Executive will be
entitled to (i)&nbsp;any Base Salary that has accrued but is unpaid, any annual bonus that has been
earned for the fiscal year prior to the year in which the Date of Termination occurs, but is
unpaid, any reimbursable expenses that have been incurred but are unpaid, and any unexpired
vacation days that have accrued under the Company&#146;s vacation policy but are unused, as of the end
of the Employment Period, which amount shall be paid in a lump sum in cash within 30&nbsp;days of the
Date of Termination in accordance with the Reimbursement Rules, where applicable, (ii)&nbsp;any plan
benefits that by their terms extend beyond termination of Executive&#146;s employment (but only to the
extent provided in any such benefit plan in which Executive has participated as a Company employee
and excluding, except as hereinafter provided in Section&nbsp;6, any Company severance pay program or
policy) and (iii)&nbsp;any benefits to which Executive is entitled in accordance with Part&nbsp;6 of Subtitle
B of Title I of the Employee Retirement Income Security Act of 1974, as amended (&#147;<U>COBRA</U>&#148;).
Except as specifically described in this subsection 6(a) and in the succeeding subsections of this
Section&nbsp;6 (under the circumstances described in those succeeding subsections), from and after the
Date of Termination Executive shall cease to have any rights to salary, bonus, expense
reimbursements or other benefits from the Company, BHI or any of their subsidiaries or affiliates.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;If Executive&#146;s employment terminates on account of Executive&#146;s death, Disability,
Voluntary Termination, or Termination for Cause in accordance with Section&nbsp;5(a), the Company will
make no further payments to Executive except as contemplated in subsection 6(a).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;If Executive&#146;s employment terminates on account of a Termination without Cause or a
Termination for Good Reason, Executive shall be entitled to the following:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;payment equal to one (1)&nbsp;time the Executive&#146;s annual Base Salary in effect immediately
prior to the Date of Termination, <U>plus</U> one (1)&nbsp;time the cash bonus amount equal to the
Target Bonus set forth in clause (i)&nbsp;of subparagraph 4(b) hereof for the fiscal year prior to the
year of termination of Executive&#146;s employment, payable in twelve equal monthly installments
commencing on the earlier to occur of the first business day of the seventh month after the Date of
Termination or Executive&#146;s death;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;automatic vesting of all unvested restricted stock grants effective as of the Date of
Termination;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;continued participation in the Company&#146;s medical and dental plans, on the same basis as
active employees participate in such plans, until the earlier of (1)&nbsp;Executive&#146;s eligibility for
any such coverage under another employer&#146;s or any other medical or dental insurance plans or (2)
the first anniversary of the Date of Termination; except that in the event that participation in
any such plan is barred, the Company shall reimburse Executive on a monthly basis in accordance
with the Reimbursement Rules for any premiums paid by Executive to obtain benefits (for Executive
and his dependents) equivalent to the benefits he is entitled to receive under the Company&#146;s
benefit plans. Executive agrees that the period of coverage under such plans (or the period of
reimbursement if participation is barred) shall count against the plans&#146; obligation to provide
continuation coverage pursuant to COBRA;
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;up to $25,000 in aggregate outplacement services to be used within one year of the Date
of Termination, the scope and provider of which shall be selected by Executive in his sole
discretion; and
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(v)&nbsp;to the extent not theretofore paid or provided, any other amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any plan, program, policy
or practice or contract or agreement of the Company (such other amounts and benefits shall be
hereinafter referred to as the &#147;<U>Other Benefits</U>&#148;).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;The Company shall have no obligation to make any payments in accordance with subsection
6(c) if Executive declines to sign and return a Release Agreement or revokes the Release Agreement
within the time provided in the Release Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;Executive is not required to mitigate the amount of any payment or benefit provided for in
this Agreement by seeking other employment or otherwise.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">7.&nbsp;<U>Competitive Activity; Confidentiality; Non-solicitation</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;<U>Confidential Information and Trade Secrets</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;The Executive shall hold in a fiduciary capacity for the benefit of the Company and BHI
all Confidential Information and Trade Secrets. During his employment with the Company and for a
period of five years following the termination of the Executive&#146;s employment for any reason, the
Executive shall not, without the prior written consent of the Company or BHI or as may otherwise be
required by law or legal process, communicate or divulge Confidential Information; <I>provided,
however</I>, that if the Confidential Information is deemed a trade secret under Georgia law, then the
period for nondisclosure shall continue for the applicable period under Georgia Trade Secret laws
in effect at the time of Executive&#146;s termination. In addition, except as necessary to perform his
duties for the Company, during Executive&#146;s employment and thereafter for the applicable period
under Georgia Trade Secret laws in effect at the time of Executive&#146;s termination, Executive will
not, directly or indirectly, transmit or disclose any Trade Secrets to any person or entity, and
will not, directly or indirectly, make use of any Trade Secrets, for himself or herself or any
other person or entity, without the express written consent of the Company. This provision will
apply for so long as a particular Trade Secret retains its status as a trade secret under
applicable law. The protection afforded to Trade Secrets and/or Confidential Information by this
Agreement is not intended by the parties hereto to limit, and is intended to be in addition to, any
protection provided to any such information under any applicable federal, state or local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;All files, records, documents, drawings, specifications, data, computer programs,
customer or vendor lists, specific customer or vendor information, marketing techniques, business
strategies, contract terms, pricing terms, discounts and management compensation of the Company,
BHI or any of their respective subsidiaries and affiliates, whether prepared by the Executive or
otherwise coming into the Executive&#146;s possession, shall remain the exclusive property of the
Company, BHI or any of their respective subsidiaries and affiliates, and the Executive shall not
remove any such items from the premises
of the Company, BHI or any of their respective subsidiaries and affiliates, except in
furtherance of the Executive&#146;s duties.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;It is understood that while employed by the Company, the Executive will promptly
disclose to the Company in writing, and assign to the Company the Executive&#146;s interest in any
invention, improvement, copyrightable material or discovery made or conceived by the Executive,
either alone or jointly with others, which arises out of the Executive&#146;s employment (&#147;<U>Executive
Invention</U>&#148;). At the Company&#146;s request and expense, the Executive will reasonably assist the
Company, BHI or any of their respective subsidiaries and affiliates during the period of the
Executive&#146;s employment by the Company and thereafter in connection with any controversy or legal
proceeding relating to an Executive Invention and in obtaining domestic and foreign patent or other
protection covering an Executive Invention. As a matter of record, Executive hereby states that he
or she has provided below a list of all unpatented inventions in which Executive owns all or
partial interest. Executive agrees not to assert any right against BHI with respect to any
invention which is not patented or which is not listed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;As requested by the Company and at the Company&#146;s expense, from time to time and upon the
termination of the Executive&#146;s employment with the Company for any reason, the Executive will
promptly deliver to the Company, BHI or any of their respective subsidiaries and affiliates all
copies and embodiments, in whatever form, of all Confidential Information in the Executive&#146;s
possession or within his control (including, but not limited to, memoranda, records, notes, plans,
photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media,
disks, diskettes, tapes and all other materials containing any Confidential Information)
irrespective of the location or form of such material. If requested by the Company, the Executive
will provide the Company with written confirmation that all such materials have been delivered to
the Company as provided herein.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;<U>Non-Solicitation</U>. During his employment with the Company and for a period of one
year following the termination of the Executive&#146;s employment for any reason, the Executive shall
not solicit or attempt to solicit, (a)&nbsp;any party who is a customer of the Company, BHI or any of
their respective subsidiaries and affiliates and with which the Executive had contact while
employed with the Company, for the purpose of marketing, selling or providing to any such party any
services or products offered by the Company, BHI or any of their respective subsidiaries and
affiliates to such customer other than general solicitations to the public and not directed
specifically at a customer of the Company, (b)&nbsp;any party who is a vendor of the Company, BHI or any
of their respective subsidiaries and affiliates to sell similar products and with which the
Executive had contact while employed with the Company or (c)&nbsp;any employee of the Company, BHI or
any of their respective subsidiaries and affiliates to terminate such employee&#146;s employment
relationship with the Company, BHI and any of their respective subsidiaries and affiliates in
order, in either case, to enter into a similar relationship with the Executive, or any other person
or any entity in competition with the Company, BHI or any of their respective subsidiaries and
affiliates (other than with respect to general employment solicitations to the public and not
directed specifically at employees of the Company, BHI and any of their respective subsidiaries and
affiliates).
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;<U>Non-Competition.</U> During Executive&#146;s employment by the Company and, if the Executive is
terminated pursuant to Section 6(c) or in the event of Executive&#146;s Voluntary Termination, for a
period of one year following the termination of the Executive&#146;s employment (the &#147;<U>Restricted
Period</U>&#148;), the Executive shall not render services substantially the same as the services
rendered by Executive to the Company to any person or entity that engages in or owns, invests in,
operates, manages or controls any venture or enterprise which engages or proposes to engage in the
building products distribution business in the United States (the &#147;<U>Business</U>&#148;).
Notwithstanding anything to the contrary herein, during the Restricted Period, in no event shall
Executive render services substantially the same as the services rendered by Executive to the
Company to the Company&#146;s competitors listed on <U>Exhibit&nbsp;C</U> hereto or any of their
subsidiaries or affiliates. Notwithstanding the foregoing, nothing in this Agreement shall prevent
the Executive from owning for passive investment purposes not intended to circumvent this
Agreement, less than five percent (5%) of the publicly traded voting securities of any company
engaged in the Business (so long as the Executive has no power to manage, operate, advise, consult
with or control the competing enterprise and no power, alone or in conjunction with other
affiliated parties, to select a director, manager, general partner, or similar governing official
of the competing enterprise other than in connection with the normal and customary voting powers
afforded the Executive in connection with any permissible equity ownership).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;<U>Remedies; Specific Performance</U>. The parties acknowledge and agree that the
Executive&#146;s breach or threatened breach of any of the restrictions set forth in this Section&nbsp;7 will
result in irreparable and continuing damage to the Company, BHI and their respective subsidiaries
and affiliates for which there may be no adequate remedy at law and that the Company and BHI shall
be entitled to equitable relief, including specific performance and injunctive relief as remedies
for any such breach or threatened or attempted breach. The Executive hereby consents to the grant
of an injunction (temporary or otherwise) against the Executive or the entry of any other court
order against the Executive prohibiting and enjoining him from violating, or directing him to
comply with any provision of this Section&nbsp;7. The Executive also agrees that such remedies shall be
in addition to any and all remedies, including damages, available to the Company and BHI against
him for such breaches or threatened or attempted breaches. In addition, without limiting the
remedies of the Company and BHI for any breach of any restriction on the Executive set forth in
this Section&nbsp;7, except as required by law, the Executive shall not be entitled to any payments set
forth in Section&nbsp;6 hereof if the Executive breaches the covenant applicable to the Executive
contained in this Section&nbsp;7 and the Company, BHI and their respective subsidiaries and affiliates
will have no obligation to pay any of the amounts that remain payable by the Company under Section
6.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;<U>Communication of Contents of Agreement</U>. During Executive&#146;s employment and for one
year thereafter, Executive will communicate his obligations under this Section&nbsp;7 to any person,
firm, association, partnership, corporation or other entity which Executive intends to be employed
by, associated with, or represent.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;The existence of any claim, demand, action or cause of action of Executive against the
Company, whether predicated upon this Agreement or otherwise, is not to constitute a defense to the
Company&#146;s enforcement of any of the covenants or agreements contained in Section&nbsp;7. The Company&#146;s
rights under this Agreement are in addition to, and not in lieu of, all
other rights the Company may have at law or in equity to protect its confidential information,
trade secrets and other proprietary interests.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;<U>Extension</U>. If a court of competent jurisdiction finally determines that Executive
has violated any of Executive&#146;s obligations under this Section&nbsp;7, then the period applicable to
those obligations is to automatically be extended by a period of time equal in length to the period
during which those violations occurred.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">8.&nbsp;<U>Definitions</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;&#147;<U>Cause</U>&#148; means, as determined by the BHI Board in good faith:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(i)&nbsp;a Material Breach of the duties and responsibilities of Executive;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ii)&nbsp;Executive&#146;s (x)&nbsp;commission of a felony or (y)&nbsp;commission of any misdemeanor involving
willful misconduct (other than minor violations such as traffic violations) if such misdemeanor
causes material damage to the property, business or reputation of BHI or the Company or their
respective subsidiaries and affiliates;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iii)&nbsp;acts of dishonesty by Executive resulting or intending to result in personal gain or
enrichment at the expense of the Company, BHI or their respective subsidiaries and affiliates;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(iv)&nbsp;Executive&#146;s Material Breach of any provision of this Agreement;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(v)&nbsp;Executive&#146;s failure to follow the lawful written directions of the Company Board or the
BHI Board;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(vi)&nbsp;conduct by Executive in connection with his duties hereunder that is fraudulent, unlawful
or willful and materially injurious to the Company, BHI or their respective subsidiaries and
affiliates;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(vii)&nbsp;Executive&#146;s engagement in habitual insobriety or the use of illegal drugs or substances;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(viii)&nbsp;Executive&#146;s failure to cooperate fully, or failure to direct the persons under
Executive&#146;s management or direction, or employed by, or consultants or agents to, the Company (or
its subsidiaries and affiliates) to cooperate fully, with all corporate investigations or
independent investigations by the Board or the BHI Board, all governmental investigations of the
Company or its subsidiaries and affiliates, and all orders involving Executive or the Company (or
its subsidiaries and affiliates) entered by a court of competent jurisdiction;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(ix)&nbsp;Executive&#146;s material violation of BHI&#146;s Code of Conduct (including as applicable to
senior executive officers), or any successor codes;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(x)&nbsp;Executive&#146;s engagement in activities prohibited by Section&nbsp;7; or
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 12%">(xi)&nbsp;Notwithstanding the foregoing, no termination of the Executive&#146;s employment shall be for
Cause until (a)&nbsp;there shall have been delivered to the Executive a copy of a written notice setting
forth the basis for such termination in reasonable detail, and (b)&nbsp;the Executive shall have been
provided an opportunity to be heard in person by the BHI Board (with the assistance of the
Executive&#146;s counsel if the Executive so desires). No act, or failure to act, on the Executive&#146;s
part shall be considered &#147;willful&#148; unless the Executive has acted or failed to act with a lack of
good faith and with a lack of reasonable belief that the Executive&#146;s action or failure to act was
in the best interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the BHI Board or the Company Board or based upon the
advice of counsel for BHI or the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the Company. Any termination
of the Executive&#146;s employment by the Company hereunder shall be deemed to be a termination other
than for Cause unless it meets all requirements of this Section&nbsp;8(a)(xi).
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;&#147;<U>Confidential Information</U>&#148; means knowledge or data relating to the Company, BHI or
any of their respective subsidiaries and affiliates, and their respective businesses that is not
generally known to persons not employed by the Company, BHI or any of their respective subsidiaries
and affiliates, is not generally disclosed by the Company, BHI or any of their respective
subsidiaries and affiliates, and is the subject of reasonable efforts to keep it confidential.
Confidential Information includes, but is not limited to, information regarding product or service
cost or pricing, information regarding personnel allocation or organizational structure,
information regarding the business operations or financial performance of the Company, BHI or any
of their respective subsidiaries and affiliates, sales and marketing plans, and strategic
initiatives (independent or collaborative), information regarding existing or proposed methods of
operation, current and future development and expansion or contraction plans, sale/acquisition
plans and non-public information concerning the legal or financial affairs of the Company, BHI or
any of their respective subsidiaries and affiliates. Confidential Information does not include
information that has become generally available to the public by the act of one who has the right
to disclose such information without violating any right or privilege of the Company, BHI or any of
their respective subsidiaries and affiliates. This definition is not intended to limit any
definition of confidential information or any equivalent term under applicable federal, state or
local law.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;&#147;<U>Date of Termination</U>&#148; means (i)&nbsp;if Executive&#146;s employment is terminated by the
Company for Disability, 30&nbsp;days after the Company gives Notice of Termination to Executive
(provided that Executive has not returned to the performance of Executive&#146;s duties on a full-time
basis during this 30-day period), (ii)&nbsp;if Executive&#146;s employment is terminated by Executive for
Good Reason, the date specified in the Notice of Termination (but in no event prior to 30&nbsp;days
following the delivery of the Notice of Termination), and (iii)&nbsp;if Executive&#146;s employment is
terminated by the Company for any other reason, the date on which a Notice of Termination is given;
except that if within 30&nbsp;days after any Notice of Termination is given to Executive by the Company,
Executive notifies the Company that a dispute exists concerning the termination, the Date of
Termination is to be the date the dispute is finally determined, whether by mutual written
agreement of the parties or upon final judgment, order or decree of a court of competent
jurisdiction (the time for appeal thereof having expired and no appeal having been perfected). A
termination of employment shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits subject to Section&nbsp;409A
upon or following a termination of employment unless such termination is also a &#147;separation from
service&#148; within the meaning of Section&nbsp;409A.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;&#147;<U>Disability</U>&#148; means the determination by the Company, in accordance with applicable
law, based on information provided by a physician selected by the Company or its insurers and
reasonably acceptable to Executive or Executive&#146;s legal representative that, as a result of a
physical or mental injury or illness, Executive has been unable to perform the essential functions
of his job with or without reasonable accommodation for a period of (i)&nbsp;90 consecutive days or (ii)
180&nbsp;days in any one-year period. Notwithstanding the foregoing, in the event that as a result of
absence because of mental or physical incapacity the Executive incurs a &#147;separation from service&#148;
within the meaning of the term under Section&nbsp;409A of the Internal Revenue Code of 1986, as amended
(&#147;Section&nbsp;409A&#148;), the Executive shall on such date automatically be terminated from employment
because of Disability.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(e)&nbsp;&#147;<U>Good Reason</U>&#148; means, without the consent of Executive, (A)&nbsp;the assignment to
Executive of any duties inconsistent in any material adverse respect with Executive&#146;s position
(including offices, titles and reporting requirements), authority, duties or responsibilities
immediately following the Effective Date, or any other action by the Company which results in a
material diminution in such position, authority, duties or responsibilities; (B)&nbsp;a material
reduction by the Company in Executive&#146;s Base Salary or annual bonus opportunity, other than
pursuant to a reduction generally applicable to senior executives of the Company; (C)&nbsp;the Company&#146;s
requiring Executive to be based at any office or location outside of the metropolitan area of
Atlanta, Georgia; or (D)&nbsp;any failure by the Company to comply with and satisfy the requirements for
any assignment of its rights and obligations under Section&nbsp;13. Notwithstanding the foregoing,
&#147;Good Reason&#148; shall not be deemed to exist for purposes of (A)&nbsp;through (D)&nbsp;if the event or
circumstances are rescinded or remedied by the Company within thirty (30)&nbsp;days after receipt of
notice thereof given by Executive.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(f)&nbsp;&#147;<U>Material Breach</U>&#148; means an intentional act or omission by Executive which
constitutes substantial non-performance of Executive&#146;s obligations under this Agreement and causes
material damage to the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(g)&nbsp;&#147;<U>Notice of Termination</U>&#148; means a written notice that indicates those specific
termination provisions in this Agreement relied upon and that sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Executive&#146;s employment under
the provision so indicated. For purposes of this Agreement, no purported termination by either
party is to be effective without a Notice of Termination.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(h)&nbsp;&#147;<U>Reimbursement Rules</U>&#148; means the requirement that any amount of expenses eligible
for reimbursement under this Agreement be made (i)&nbsp;in accordance with the reimbursement payment
date set forth in the applicable provision of the Agreement providing for the reimbursement or
(ii)&nbsp;where the applicable provision does not provide for a reimbursement date, thirty (30)
calendar days following the date on which Executive incurs the expense, but, in each case, no
later than December&nbsp;31 of the year following the year in which the Executive incurs the related
expenses; <I>provided</I>, that in no event shall the reimbursements or in-kind benefits to be provided
by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the
Executive&#146;s right to reimbursement or in-kind benefits be subject to liquidation or exchange for
another benefit.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(i)&nbsp;&#147;<U>Release Agreement</U>&#148; means an agreement, substantially in a form approved by the
Company, pursuant to which Executive releases all current or future claims, known or unknown,
arising on or before the date of the release against the Company, its subsidiaries and its
officers.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(j)&nbsp;&#147;<U>Standard Executive Benefits Package</U>&#148; means those benefits (including, without
limitation, retirement, insurance and other welfare benefits, but excluding, except as provided in
Section&nbsp;6, any severance pay program or policy of the Company) for which substantially all of the
Company&#146;s senior executives are from time to time generally eligible, as determined from time to
time by the Board.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(k)&nbsp;&#147;<U>Trade Secrets</U>&#148; means all secret, proprietary or confidential information
regarding the Company, BHI or any of their respective subsidiaries and affiliates or that meets the
definition of &#147;trade secrets&#148; within the meaning set forth in O.C.G.A. &#167; 10-1-761.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">9.&nbsp;<U>Executive Representations</U>. Executive represents to the Company that (a)&nbsp;the
execution, delivery and performance of this Agreement by Executive does not and will not conflict
with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment
or decree to which Executive is a party or by which Executive is bound, (b)&nbsp;Executive is not a
party to or bound by any employment agreement, noncompete agreement or confidentiality agreement
with any other person or entity and (c)&nbsp;upon the execution and delivery of this Agreement by the
Company, this Agreement will be the valid and binding obligation of Executive, enforceable in
accordance with its terms.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">10.&nbsp;<U>Withholding of Taxes</U>. The Company shall withhold from any amounts payable under
this Agreement all federal, state, city or other taxes that the Company is required to withhold
under any applicable law, regulation or ruling.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">11.&nbsp;<U>Section&nbsp;409A</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Notwithstanding any provisions of this Agreement to the contrary, if the Executive is a
&#147;specified employee&#148; (within the meaning of Section&nbsp;409A and determined pursuant to procedures
adopted by the Company) at the time of his separation from service (within the meaning of Section
409A) and if any portion of the payments or benefits to be received by the Executive upon
separation from service would be considered deferred compensation under Section&nbsp;409A, amounts that
would otherwise be payable pursuant to this Agreement during the six-month period immediately
following the Executive&#146;s separation from service (the &#147;<U>Delayed Payments</U>&#148;) and benefits
that would otherwise be provided pursuant to this Agreement (the &#147;<U>Delayed Benefits</U>&#148;) during
the six-month period immediately following the Executive&#146;s separation from service (such period,
the &#147;<U>Delay Period</U>&#148;) shall instead be paid or made available on the earlier of (i)&nbsp;the first
business day of the seventh month following the date of the Executive&#146;s separation from service or
(ii)&nbsp;Executive&#146;s death (the applicable date, the &#147;<U>Permissible Payment Date</U>&#148;). The Company
shall also reimburse the Executive for the after-tax
cost incurred by the Executive in independently obtaining any Delayed Benefits (the
&#147;<U>Additional Delayed Payments</U>&#148;).
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;With respect to any amount of expenses eligible for reimbursement under Section&nbsp;6(a), such
expenses shall be reimbursed by the Company within thirty (30)&nbsp;calendar days following the date on
which the Company receives the applicable invoice from the Executive but in no event later than
December&nbsp;31 of the year following the year in which the Executive incurs the related expenses;
provided, that with respect to reimbursement relating to the Additional Delayed Payments, such
reimbursement shall be made on the Permissible Payment Date. In no event shall the reimbursements
or in-kind benefits to be provided by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor shall the
Executive&#146;s right to reimbursement or in-kind benefits be subject to liquidation or exchange for
another benefit.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;Each payment under this Agreement shall be considered a &#147;separate payment&#148; and not of a
series of payments for purposes of Section&nbsp;409A.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(d)&nbsp;Any Delayed Payments shall bear interest at the United States 5-year Treasury Rate plus
2%, which accumulated interest shall be paid to the Executive on the Permissible Payment Date.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">12.&nbsp;<U>Excess Parachute Payments</U>.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;In the event that it shall be determined, based upon the advice of the independent public
accountants for BHI or the Company (the &#147;<U>Accountants</U>&#148;), that any payment, benefit or
distribution by the Company, BHI or any of their respective subsidiaries or affiliates (a
&#147;<U>Payment</U>&#148;) constitute &#147;parachute payments&#148; under Section&nbsp;280G(b)(2) of the Code, as
amended, then, if the aggregate present value of all such Payments (collectively, the
&#147;<U>Parachute Amount</U>&#148;) exceeds 2.99 times the Executive&#146;s &#147;base amount&#148;, as defined in Section
280G(b)(3) of the Code (the &#147;Executive Base Amount&#148;), the amounts constituting &#147;parachute payments&#148;
which would otherwise be payable to or for the benefit of Executive shall be reduced to the extent
necessary so that the Parachute Amount is equal to 2.99 times the Executive Base Amount (the
&#147;Reduced Amount&#148;); <U>provided</U> that such amounts shall not be so reduced if the Executive
determines, based upon the advice of the Accountants, that without such reduction Executive would
be entitled to receive and retain, on a net after tax basis (including, without limitation, any
excise taxes payable under Section&nbsp;4999 of the Code), an amount which is greater than the amount,
on a net after tax basis, that the Executive would be entitled to retain upon his receipt of the
Reduced Amount.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;If the determination made pursuant to clause (a)&nbsp;of this Section&nbsp;12 results in a reduction
of the payments that would otherwise be paid to Executive except for the application of clause (a)
of this Section&nbsp;12, Executive may then elect, in his sole discretion, which and how much of any
particular entitlement shall be eliminated or reduced and shall advise the Company in writing of
his election within ten days of the determination of the reduction in payments. If no such
election is made by Executive within such ten-day period, the Company may elect which and how much
of any entitlement shall be eliminated or reduced and shall notify Executive promptly of such
election.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->12<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(c)&nbsp;As a result of the uncertainty in the application of Section&nbsp;280G of the Code at the time
of a determination hereunder, it is possible that payments will be made by the Company which
should not have been made under clause (a)&nbsp;of this Section&nbsp;12 (&#147;<U>Overpayment</U>&#148;) or that
additional payments which are not made by the Company pursuant to clause (a)&nbsp;of this Section&nbsp;12
should have been made (&#147;<U>Underpayment</U>&#148;). In the event that there is a final determination
by the Internal Revenue Service, or a final determination by a court of competent jurisdiction,
that an Overpayment has been made, any such Overpayment shall be repaid by Executive to the
Company together with interest at the applicable Federal rate provided for in Section&nbsp;7872(f)(2)
of the Code. In the event that there is a final determination by the Internal Revenue Service, a
final determination by a court of competent jurisdiction or a change in the provisions of the Code
or regulations pursuant to which an Underpayment arises, any such Underpayment shall be promptly
paid by the Company to or for the benefit of Executive, together with interest at the applicable
Federal rate provided for in Section&nbsp;7872(f)(2) of the Code.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">13.&nbsp;<U>Successors and Assigns</U>. This Agreement is to bind and inure to the benefit of and
be enforceable by Executive, the Company and their respective heirs, executors, personal
representatives, successors and assigns, except that neither party may assign any rights or
delegate any obligations hereunder without the prior written consent of the other party. Executive
hereby consents to the assignment by the Company of all of its rights and obligations under this
Agreement to any successor to the Company by merger or consolidation or purchase of all or
substantially all of the Company&#146;s assets, provided that the transferee or successor assumes the
Company&#146;s liabilities under this Agreement by agreement in form and substance reasonably
satisfactory to Executive.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">14.&nbsp;<U>Survival</U>. Subject to any limits on applicability contained therein, Section&nbsp;7
will survive and continue in full force in accordance with its terms notwithstanding any
termination of the Employment Period.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">15.&nbsp;<U>Choice of Law</U>. This Agreement is to be governed by the internal law, and not the
laws of conflicts, of the State of Georgia.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">16.&nbsp;<U>Severability</U>. Whenever possible, each provision of this Agreement is to be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, that invalidity, illegality or unenforceability is not
to affect any other provision or any other jurisdiction, and this Agreement is to be reformed,
construed and enforced in the jurisdiction as if the invalid, illegal or unenforceable provision
had never been contained herein.
</DIV>

<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->13<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">17.&nbsp;<U>Notices</U>. Any notice provided for in this Agreement is to be in writing and is to
be either personally delivered, sent by reputable overnight carrier or mailed by first class mail,
return receipt requested, to the recipient at the address indicated as follows:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">Notices to Executive:
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 8%">To the address listed in the personnel records of the Company.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">Notices to the Company:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 8%">BlueLinx Corporation<BR>
4300 Wildwood Parkway<BR>
Atlanta, Georgia 30339<BR>
Attention: Legal Department<BR>
Facsimile: (770)&nbsp;953-7008

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">or any other address or to the attention of any other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement is to be
deemed to have been given when so delivered, sent or mailed.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">18.&nbsp;<U>Amendment and Waiver</U>. The provisions of this Agreement may be amended or waived
only with the prior written consent of the Company and Executive, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement is to affect the validity, binding
effect or enforceability of this Agreement.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">19.&nbsp;<U>Complete Agreement</U>. This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and effective as of its
date supersedes and preempts any prior understandings, agreements or representations by or between
the parties, written or oral, that may have related to the subject matter hereof in any way,
including, but not limited to, any prior agreements with respect to Executive&#146;s employment or
termination of employment with the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">20.&nbsp;<U>Counterparts</U>. This Agreement may be executed in separate counterparts, each of
which are to be deemed to be an original and both of which taken together are to constitute one and
the same agreement.
</DIV>
<P align="center" style="font-size: 10pt; text-indent: 4%">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The parties are signing this Agreement as of the date stated in the introductory clause.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">BLUELINX CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ George R. Judd
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">George R. Judd&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">President &#038; CEO&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><BR>
EXECUTIVE<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Dean A. Adelman
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Dean A. Adelman&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>LIST OF UNPATENTED INVENTIONS</B>
</DIV>



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive represents that he or she has no such inventions by initialing below next to the word
&#147;NONE.&#148;
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="25%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="70%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">NONE:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ DAA
<DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT A</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE&#146;S DUTIES</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><u><B>Position Purpose Summary</B></u><B>:</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Executive team member, fully responsible for ensuring HR plans, programs and policies are competitive, cost
effective and aligned with the business strategies and compensation philosophy. Provides direction and leadership
for the company&#146;s legal department. Oversee legal issues related to the development and implementation of the
company&#146;s business strategy, governance, compliance policies and employment law matters (discrimination and other
EEO-related matters). Plays an active leadership role in the company&#146;s commitment to growth and leads organization
realignment effectively across the organization. Provides leadership in the continuing roll-out of the company&#146;s
articulated goals, values, vision and culture while encouraging aggressive and prudent risk-oriented business
activities by leaders and employees across the company.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>KEY TASKS / RESPONSIBILITIES</B><BR>
<B><I>In priority order of importance</I></B>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Understands the company&#146;s vision, mission, and strategy; understands business unit objectives and
sets/accomplishes individual performance goals accordingly.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Provide legal advice to the Executive Management Team. Leads a team of legal professionals who provide all
legal services required by BlueLinx. Identify, assess and manage risk to protect BlueLinx&#146; interests in employment
law and transactional law matters, including merger and acquisition transactions, financing transactions,
commercial agreements, SEC filings, etc.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Directs the development and implementation of integrated human resource programs including talent
acquisition, performance management, compensation, benefits, career development and learning, succession planning,
labor relations and safety.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Partners with senior leadership team to build support for human resource strategy and ensure alignment with
overall business plans; collaborates with business heads to identify and address talent-related issues.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Develops the HR function within the business through the assessment and development of HR professionals
within the group to ensure value-added HR services are delivered. Institutes a human resources culture that is
proactive and viewed by its internal clients at all levels to be expert, leading edge, strategic, effective and
vital to the organization&#146;s success.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Implements and ensures the effectiveness of performance driven compensation, rewards, benefits strategies,
plans and practices to support the culture and standards envisioned by the company&#146;s leadership.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes personal credibility with the executive team and leaders throughout the organization, through a
deep understanding of the business and strategic levers and facilitates high-impact consulting with the leaders of
the organization.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Establishes, measures, and monitors key metrics to evaluate the effectiveness of the human resource
function.</DIV></TD>
</TR>

</TABLE>
</DIV><P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.50in">

<DIV style="margin-top: 10pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT B</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>EXECUTIVE BENEFITS PACKAGE</B>

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided as for other salaried employees
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Salaried 401(k) Plan<BR>
Medical and Dental Insurance

</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The following benefits will be provided to Mr.&nbsp;Adelman:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Life Insurance &#151; $800,000.00</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Executive Annual Physical</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">Annual tax/accounting allowance &#151; up to $3,500.00</DIV></TD>
</TR>

</TABLE>
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<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT C</B>
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<DIV align="Center" style="font-size: 10pt; margin-top: 10pt"><B>COMPANY&#146;S COMPETITORS</B>

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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Weyerhauser<BR>
Boise Cascade<BR>
Georgia-Pacific<BR>
Louisiana Pacific<BR>
Norbord<BR>
Beacon Roofing Supply<BR>
Huttig<BR>
Universal Forest Products<BR>
Builders Firstsource<BR>
Watsco<BR>
Interline Brands

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<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
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