THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Building Materials Holding Corporation (BMHC)

4/3/2006 Proxy Information

Indemnification of Executive Officers and Directors

BMHCÕs Bylaws provide that the Company will indemnify its directors and executive officers and may indemnify its other officers, employees and other agents to the fullest extent permitted by law. BMHC believes that indemnification under its Bylaws covers at least negligence and gross negligence by indemnified parties, and requires BMHC to advance litigation expenses in the case of shareholder derivative actions or other actions against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. BMHC is also empowered under its Bylaws to enter into indemnification contracts with its directors and executive officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. In accordance with this provision, BMHC has entered into indemnity agreements with each of its directors and executive officers. BMHC also has in effect directors and executive officers liability insurance coverage.

BMHCÕs Certificate of Incorporation provides that, under Delaware law, its directors will not be liable for monetary damages for breach of the directorsÕ fiduciary duty of care to BMHC and its shareholders. This provision in the Certificate of Incorporation does not eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief, will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the directorÕs duty of loyalty to BMHC, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a directorÕs responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

Currently, there is no pending litigation or proceeding involving a director, executive officer, employee or other BMHC agent where indemnification is sought. BMHC is not aware of any threatened litigation that may result in indemnification claims by any director, executive officer, employee or other agent.

Other Relationships

Any future transactions between BMHC and its executive officers, directors and affiliates will be on terms no less favorable to BMHC than can be obtained from anyone else, and any material transactions must be pre-approved by the Audit Committee.

Christopher Reiten is the son of Richard G. Reiten, a member of our Board of Directors. Christopher is not an officer and his compensation is not approved by the Compensation Committee of the Board of Directors. He received compensation of $202,680 as Director of Business Development and Fleet Operations for BMC West in 2005.

4/4/2005 Proxy Information

BMHCÕs Bylaws provide that BMHC will indemnify its directors and executive officers and may indemnify its other officers, employees and other agents to the fullest extent permitted by law. BMHC believes that indemnification under its Bylaws covers at least negligence and gross negligence by indemnified parties, and requires BMHC to advance litigation expenses in the case of shareholder derivative actions or other actions against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. BMHC is also empowered under its Bylaws to enter into indemnification contracts with its directors and executive officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. In accordance with this provision, BMHC has entered into indemnity agreements with each of its directors and executive officers. BMHC also has in effect directors and executive officers liability insurance coverage.

BMHCÕs Certificate of Incorporation provides that, under Delaware law, its directors will not be liable for monetary damages for breach of the directorsÕ fiduciary duty of care to BMHC and its shareholders. This provision in the Certificate of Incorporation does not eliminate the duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the directorÕs duty of loyalty to BMHC, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a directorÕs responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

Currently, there is no pending litigation or proceeding involving a director, executive officer, employee or other BMHC agent where indemnification is sought. BMHC is not aware of any threatened litigation that may result in indemnification claims by any director, executive officer, employee or other agent.

Any future transactions between BMHC and its executive officers, directors and affiliates will be on terms no less favorable to BMHC than can be obtained from anyone else, and any material transactions must be pre-approved by the Audit Committee.

During 2004, Christopher Reiten was employed as the Director of Business Development and Fleet Operations for BMC West. Christopher Reiten is the son of Richard G. Reiten, a member of the Board of Directors. Christopher Reiten received $127,585 compensation as an employee of the Company during 2004.

4/9/2004 Proxy Information

George E. McCown was instrumental in financing and executing the leveraged buy-out of Building Materials Holdings in 1987. He previously served as Chairman of Building Materials Holding Corporation.

Donald S. Hendrickson retired as President and Chief Executive Officer of BMC West Corporation in 1998.

Section 16(a) of the Securities Exchange Act of 1934 requires BMHC's executive officers, directors and persons owning more than 10% of a registered class of BMHC's equity securities to file reports of ownership and changes in ownership with the SEC and the National Association of Securities Dealers. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish BMHC with copies of all Section 16(a) forms they file. Based solely on its review of such forms and written representations from certain reporting persons that they have complied with the relevant filing requirements, BMHC believes that all filing requirements applicable to its executive officers, directors and greater than 10% shareholders were complied with as of December 31, 2003, except James K. Jennings, Jr. and Peter S. O'Neill each filed one late Form 4 in 2003.

Indemnification of Executive Officers and Directors

BMHC's Bylaws provide that BMHC will indemnify its directors and executive officers and may indemnify its other officers, employees and other agents to the fullest extent permitted by law. BMHC believes that indemnification under its Bylaws covers at least negligence and gross negligence by indemnified parties, and requires BMHC to advance litigation expenses in the case of shareholder derivative actions or other actions against an undertaking by the indemnified party to repay such advances if it is ultimately determined that the indemnified party is not entitled to indemnification. BMHC is also empowered under its Bylaws to enter into indemnification contracts with its directors and executive officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. In accordance with this provision, BMHC has entered into indemnity agreements with each of its directors and executive officers. BMHC also has in effect directors and executive officers liability insurance coverage.

BMHC's Certificate of Incorporation provides that, under Delaware law, its directors will not be liable for monetary damages for breach of the directors' fiduciary duty of care to BMHC and its shareholders. This provision in the Certificate of Incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to BMHC, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

Currently, there is no pending litigation or proceeding involving a director, executive officer, employee or other BMHC agent where indemnification is sought. BMHC is not aware of any threatened litigation that may result in indemnification claims by any director, executive officer, employee or other agent.

Any future transactions between BMHC and its executive officers, directors and affiliates will be on terms no less favorable to BMHC than can be obtained from unaffiliated third parties, and any material transactions with such persons must be pre-approved by the Audit Committee.

During 2003, BMHC employed Christopher Reiten as a management trainee. Christopher Reiten is the son of Richard G. Reiten, a member of the Board of Directors. Christopher Reiten received compensation as an employee of the Company during 2003.

4/3/2003 Proxy Information

McCown DeLeeuw & Co. IV LP, of which George McCown, a former director, is a general partner through the general partner entity, MDC Management Co, LLC, owns in excess of 10% of USBuild.Com Corporation. In 2001, the Company invested $125,000 in USBuild.Com Corporation with a commitment to invest an additional $125,000 if certain conditions are met. During 2002, the Company invested an additional $200,000 in USBuild.Com Corporation.