Exhibit 10.1

BLUELINX HOLDINGS INC.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of this _____ day of _____, 20_____, by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and                      , a [director][officer][director and officer] of the Company [and one or more of its subsidiaries] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;

WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors’ and officers’ liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance;

WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited;

WHEREAS, Article VI of the Company’s Amended and Restated Certificate of Incorporation and Article V of the Company’s Amended and Restated Bylaws provide for indemnification of the Company’s directors and officers to the fullest extent permitted by applicable law, and provide that such provisions are not exclusive and may be supplemented by agreements between the Company and its officers and directors;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify its directors and certain of its officers to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, the Indemnitee is willing to [serve] [continue to serve] [and to take on additional service for or] on behalf of the Company on the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and the Indemnitee do hereby covenant and agree as follows:

1.  Continued Service . The Indemnitee agrees to serve or continue to serve, at the will of the Company, the stockholders of the Company or under separate contract, as applicable, as a director or officer of the Company for as long as he or she is duly elected or appointed or until such time as he or she resigns in writing or is removed from office.

2.  Definitions .

(a) “ Expenses ” shall include, but shall not be limited to, damages, judgments, fines, settlements and charges, costs, expenses of investigation and expenses of defense of legal actions, suits, proceedings or claims and appeals, and expenses of appeal, attachment or similar bonds; provided, however , that the term “Expenses” shall not include any judgments, fines or penalties actually levied against the Indemnitee that the Company is prohibited by applicable law from paying.

(b) “ Finally Adjudication ” means that acts or omissions of Indemnitee shall have been finally adjudged by a court having proper jurisdiction, and after all rights of appeal have been exhausted or lapsed.

(c) “ Fines ” shall include any excise taxes assessed on a person with respect to an employee benefit plan.

(d) “ Proceeding ” shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether brought in the name of the Company or otherwise and whether of a civil, criminal or administrative or investigative nature, including, but not limited to, actions, suits or proceedings brought under or predicated on the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, their respective state counterparts, or any rule or regulation promulgated under them, in which the Indemnitee may be or may not have been involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or her or of any inaction of his or her part while acting as a director or officer, or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, whether or not he or she is serving in that capacity at the time any indemnified liability or reimburseable expense is incurred.

(e) The term “ serving at the request of the Company ” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

3.  Indemnification .

(a)  Third Party Proceedings . The Company agrees to indemnify and hold harmless Indemnitee if Indemnitee is a party to, threatened to be made a party to, or otherwise involved in any Proceeding (other than a Proceeding by or in the name of the Company itself to procure a judgment in its favor), by reason of the fact that Indemnitee is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of the Proceeding, provided it is determined, pursuant to Section 4 hereof or by the court before which the action was brought, that the Indemnitee acted in good faith and in a manner that he or she reasonably believed to be in the best interests or not opposed to the best interests of the Company and, in the case of a criminal proceeding, the Indemnitee had no reasonable cause to believe his or her action was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in the best interests or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(b)  Proceedings by or in the Right of the Company . The Company shall indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with the investigation, defense, settlement, or appeal of an Proceeding by or in the name of the Company to procure a judgment in favor of the Company by reason of the fact that the Indemnitee was or is a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, but only if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests or not opposed to the best interests of the Company and its stockholders; except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

4.  Expenses; Indemnification Procedure .

(a)  Advance of Expenses . Expenses (including reasonable attorneys’ fees) incurred by Indemnitee in defending any Proceeding described in Section 3(a) or (b) hereof shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized under this Agreement.

(b)  Statement of Undertaking . The Company’s obligations to advance Expenses pursuant to Section 4(a) hereof is subject only to the following condition: if the Proceeding arose in connection with Indemnitee’s service as a director and/or officer of the company or member of a committee of the Board of Directors of the Company (and not in any other capacity in which Indemnitee rendered service, including but not limited to service to any corporation, partnership, joint venture, trust or other enterprise for which Indemnitee was serving as a director, officer, employee or agent at the request of the Company), then Indemnitee or his or her representative must have executed and delivered to the Company at the address shown in Section 11 of this Agreement (or such address as the Company shall designate in writing to Indemnitee) an undertaking in the form of Exhibit A hereto (the “Statement of Undertaking”) to repay all advancements of Expenses if and to the extent that there is a Final Adjudication that Indemnitee is not entitled to be indemnified for such advancement of Expenses pursuant to Section 3 hereof. The Statement of Undertaking need not be secured and shall be accepted by the Company without reference to Indemnitee’s financial ability to make repayment. No interest shall be charged on any obligation to reimburse the Company for any advancement of Expenses.

(c)  Notice/Cooperation By Indemnitee . Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as reasonably practicable of any claim made or threatened to be made against Indemnitee for which indemnification is or will be sought under this Agreement. Notice to the Company shall be directed to the Company at the address shown in Section 12 of this Agreement (or such address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

(d)  Procedure . If a claim for indemnification under Section 3 hereof is not paid in full by the Company within ninety (90) days after a written claim has been received by the Company, or a claim under Section 4(a) hereof for an advancement of expenses is not paid in full by the Company within thirty (30) days after both a written claim and a Statement of Undertaking has been received by the Company, Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim (an “ Enforcement Action ”). If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to Section 4(a), Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit, including any reasonable attorneys’ fees. In any suit by the Company to recover an advancement of expenses pursuant to Section 4(a), the Company shall be entitled to recover such expenses, upon a Final Adjudication that Indemnitee has not met the standards of conduct which makes it permissible under applicable law for the Company to indemnify Indemnitee for the amounts claimed. Neither the failure of the Company (including its board of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the standards of conduct which makes it permissible under applicable law for the Company to indemnify Indemnitee for the amounts claimed, nor an actual determination by the Company (including its board of directors, independent legal counsel, or stockholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to enforce a right to indemnification or to an advancement of expenses pursuant to Section 4(a) hereunder, or by the Company to recover an advancement of expenses pursuant to Section 4(a), the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Agreement or otherwise shall be on the Company.

(e)  Notice to Insurers . If, at the time of the receipt of a notice of an actual or threatened claim pursuant to Section 4(c) hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in its policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with and to the extent of the terms of such policies.

(f)  Selection of Counsel . In the event the Company shall be obligated under Sections 3 or 4(a) hereof to pay the expenses of any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of the Company’s election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding, provided that: (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee at the Company’s expense has been previously authorized by the Company, or (B) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.

5.  Additional Indemnification Rights: Nonexclusivity .

(a)  Scope . Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted from time to time by the Delaware General Corporation Law as the same presently exists or may hereafter be amended (but, if permitted by applicable law, in the case of any amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment) or any other applicable law as presently or hereafter in effect. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors, an officer or other corporate agent, such changes, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b)  Nonexclusivity . The indemnification and advancement of expenses provided by or granted pursuant to this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Company’s Amended and Restated Certificate of Incorporation (as the same may be further amended from time to time), the Company’s Amended and Restated By-Laws (as the same may be amended from time to time), any other agreement or contract, any vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.  Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal or settlement of any civil or criminal action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.

7.  Mutual Acknowledgment . Both the Company and Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company may be required in the future to submit for determination by the appropriate regulatory agency the question of whether the Company’s obligation to indemnify Indemnitee is barred as a matter of public policy. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

8.  Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)  Excluded Acts . To indemnify Indemnitee for any acts or omissions or transactions from which an officer or a director may not be relieved of liability under the Delaware General Corporation Law; or

(b)  Claims Initiated by Indemnitee . To indemnify or advance expenses to Indemnitee with respect to a proceeding (or part thereof) initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to a proceeding (or part thereof) brought to enforce a right to indemnification under this Agreement and except with respect to a proceeding (or part thereof) authorized or consented to by the board of directors of the Company; or

(c)  Lack of Good Faith . To indemnify Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(d)  Insured Claims . To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent paid, or acknowledged to be payable, directly to or on behalf of Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance; or

(e)  Claims Under Section 16(b) . To indemnify Indemnitee for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities that is deemed, pursuant to a Final Adjudication, to be in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.

9.  Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original.

10.  Binding Effect; Successors and Assigns . This Agreement shall be binding upon the Company and its successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representative and assigns. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all or substantially all of its business or assets expressly to assume and agree to perform this Agreement in the same manner and to the same extent that it would be required to perform if no such succession had taken place.

11.  Attorney’s Fees . In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof, Indemnitee shall be entitled to be paid all costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.

12.  Notice . All notices, requests, demands and other communications under this Agreement shall be in writing, shall be deemed received three business days after the date postmarked if sent by domestic certified or registered mail, properly addressed, or if sent otherwise, when such notice shall actually be received, and shall be delivered by Federal Express or a similar courier, personal delivery, certified or registered air mail, or by facsimile transmission. Addresses for notice to either party are as follows (or at such other addresses for a party as shall be specified by like notice):

if to the Company:

BlueLinx Holdings Inc.
4300 Wildwood Parkway
Atlanta, Georgia 30339
Attention: Legal Department
Fax No.: 770-953-7008

if to Indemnitee:

Fax No.:                                          

13.  Consent To Jurisdiction . The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

14.  Choice of Law . This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

15.  Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, any provision of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

16.  Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

17.  Continuation of Indemnification . The indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall, unless otherwise provided when authorized or ratified, continue as to Indemnitee after Indemnitee has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and personal representatives of Indemnitee.

18.  Amendment and Termination . No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

19.  Integration and Entire Agreement . This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

20.  No Construction as Employment Agreement . Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries or affiliated entities.

[Signatures appear on following page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

DATED:

SUBSCRIBED AND SWORN TO before me this _____day of                      , _____,

(seal or stamp)
		Notary Signature
		Print/type Name Notary Public in and for the State of
		Residing at
		My appointment expires

Exhibit 10.2

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1993.

BlueLinx Holdings Inc.
2006 Long-Term Equity Incentive Plan

Restricted Stock Award Agreement

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made effective as of                      , 20_____  (the “Effective Date”), by and between BlueLinx Holdings Inc., a Delaware corporation (the “Company”), and                                           (“Participant”).

Recitals

A. The Company desires to provide the Participant an opportunity to acquire shares of its common stock, par value $.01 per share (the “Shares”), to carry out the purposes of its 2006 Long-Term Equity Incentive Plan, as may be periodically amended (the “Plan”), a copy of which has been made available to Participant and the terms of which are incorporated by reference herein and shall be considered a part of this Agreement.

B. The Plan provides that each award is to be evidenced by an agreement, setting forth the terms and conditions of such award.

ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements contained herein, the Company and the Participant hereby agree as follows:

1.  Restricted Stock Award . Subject to the terms and provisions of this Agreement and the Plan, the Company hereby grants to Participant as of the date hereof a restricted stock award for                                           (_____) Shares (the “Award Shares”). For purposes of Section 16 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, the grant date for the Award Shares shall be the effective date hereof; provided, however, all of Participant’s right, title, and interest in and to the Award Shares shall be subject to Section 2 below.

2. Vesting of Award Shares .

(a) Vesting . Subject to Sections 2(b), (c) and (d) below, all of Participant’s right, title, and interest in and to the Award Shares is and shall be contingent upon and subject to the Participant remaining a member of the Board of Directors of the Company during the period from the Effective Date through                      , 20_____  (the “Service Vesting Period”). At the end of the Service Vesting Period, and provided that Participant is then a member of the Board of Directors of the Company, Participant shall be deemed to be fully vested without restriction in all of the Award Shares.

(b) In the event Participant ceases to be a member of the Board of Directors of the Company for any reason other than the death or Disability prior to the end of the Service Vesting Period, Participant shall forfeit all right, title, and interest in and to the Award Shares not vested as of such date of termination.

For the purposes to this Agreement, Disability shall have the same meaning as provided in the Company’s long-term disability plan.

(c) In the event Participant ceases to be a member of the Board of Directors of the Company as a result of death or Disability prior to the end of the Service Vesting Period, Participant shall become immediately fully vested without restriction in all Award Shares granted pursuant to this Agreement.

(d) In the event of a “Change in Control” of the Company as defined in the Plan, Participant shall thereupon become immediately vested without restriction in all of the Award Shares.

3. Issuance and Delivery of Certificates for Award Shares.

(a) As soon as practicable after the execution hereof, the Company shall issue in Participant’s name, and retain in the custody of the Company pursuant to Section 3(b) below, a certificate for the full number of the Award Shares. The Company shall place a stop transfer order on its stock records with respect to the Award Shares, and the certificate for the Award Shares shall contain the following legend:

“The securities evidenced by this certificate were issued pursuant to a Restricted Stock Award Agreement between the holder and the issuer dated  _____, 20_____  (the “Agreement”), and no sale, offer to sell, transfer, pledge, or other hypothecation of these securities may be made so long as the securities remain subject to the restrictions set forth in the Agreement.”

(b) Participant acknowledges and agrees that the Company shall retain the custody of the certificates for the Award Shares and that the certificates will not be delivered to Participant except as provided in Section 3(c) below.

(c) As soon as reasonably practicable after the vesting of the Award Shares pursuant to Section 2 above, the Company will deliver a certificate for the Award Shares, adjusted as necessary for the actual number of Award Shares in which Participant has become vested, without the restrictive legend set forth in Section 3(a). Delivery of the certificate under this Section 3(c) shall be made at the principal office of the Company to the person or persons entitled thereto during ordinary business hours of the Company not more than thirty (30) days after the vesting of the Award Shares, or at such time and place and in such manner as may be determined by the Company.

Hewitt Associates

4.  Rights and Restrictions as a Shareholder . During the Participant’s continued service as a member of the Board of Directors of the Company, and pending the vesting of the Award Shares under Section 2 above, Participant shall have full voting rights, dividend rights, and other rights as a shareholder with respect to the Award Shares, subject to the restrictions hereunder. Prior to vesting of the Award Shares, Participant shall not (i) sell, offer to sell, transfer, pledge, or hypothecate any record or beneficial interest in the Award Shares, other than to the Company as provided in this Agreement, or (ii) grant any proxies or voting rights with respect to the Award Shares. Upon the vesting of the Award Shares pursuant to Section 2 above, Participant (or the person or persons then entitled to the Award Shares or any portion thereof pursuant to Section 2(c) above) shall have full rights as a shareholder with respect to the number of Shares delivered with respect to the Award Shares, including the right to transfer ownership of the Award Shares, subject to the restrictions described in Sections 7 and 8 hereof.

5.  Stock Dividends, Stock Splits, and Other Adjustments . During the time that the Award Shares are subject to the vesting restrictions set forth in Section 2 above, in the event of any merger, reorganization, consolidation, capitalization, stock dividend, stock split, or other change in corporate structure affecting the Shares, such substitution or adjustment shall be made in the number of Shares subject to this Award (“Adjusted Shares”) as may be determined to be appropriate by the board of directors, in its sole discretion. As used herein, the term “Award Shares” includes any related Adjusted Shares. The Company shall retain the custody of each certificate for the Adjusted Shares pursuant to Section 3 above.

6.  Withholding Taxes . Participant shall pay on a timely basis all withholding and payroll taxes and/or excise taxes required by law with respect to the Award Shares (collectively, “Withholding Taxes”). The delivery of any Award Shares (or portion thereof) to Participant under this Agreement shall be subject to and conditioned upon Participant’s payment of all applicable Withholding Taxes. The Company shall have the power and the right to deduct or withhold vested Award Shares equal to the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

7.  Investment Representations . Unless a registration statement under the Securities Act of 1933, as amended (and applicable state securities laws), is in effect with respect to the Award Shares on the date of issuance of the Award Shares, Participant, or his Designated Beneficiary, agrees with, and represents to, the Company that Participant is acquiring the Award Shares for the purpose of investment and not with a view to transfer, sell, or otherwise dispose of the Award Shares. The Company may require an opinion of counsel satisfactory to it prior to the transfer of any Award Shares to assure at all times that it will be in compliance with applicable federal and state securities laws.

8.  Legend on Shares if Registered . If a registration statement under the Securities Act of 1933, as amended, is in effect with respect to the Award Shares on the date of issuance of the Award Shares and Participant is deemed an affiliate of the Company on the date of issuance, the Company may place a stop transfer order on its stock records with respect to the Award Shares, and the certificate(s) for the Award Shares may contain substantially the following legend:

“The securities evidenced by this certificate were issued to an affiliate of the issuer, and the resale of such securities is subject to the restrictions of Rule 144 under the Securities Act of 1933, as amended, pertaining to shares held by affiliates.”

Hewitt Associates

9.  Expenses. Nothing contained in this Agreement shall be construed to impose any liability on the Company in favor of the Participant for any cost, loss, or expense the Participant may incur in connection with, or arising out of any transaction under, this Agreement.

10.  No Employment Agreement . Nothing in this Agreement shall be construed to constitute or be evidence of an agreement or understanding, express or implied, on the part of the Company to employ the Participant on any terms or for any specific period of time.

11.  Nontransferability . The rights of the Participant under this Agreement shall not be assigned, transferred, pledged, or otherwise hypothecated by the Participant other than by will or the laws of descent and distribution.

12.  Fractional Shares . No fraction of a share shall be deliverable pursuant to this Agreement, but in the event any adjustment hereunder of the number of the Award Shares shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

13.  Beneficiary Designation . The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a writing form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

14.  Complete Agreement, Amendment . This Agreement and the Plan, which by this reference is hereby incorporated herein in its entirety, contain the entire agreement between the Company and Participant with respect to the transactions contemplated hereby. Any modification of the terms of this Agreement must be in writing and signed by each of the parties.

15.  Other Legal Requirements. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under federal applicable securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such shares. In addition, this Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities as may be required.

16.  Governing Law . Any issue related to the formation, execution, performance, and interpretation of this Agreement shall be governed by the laws of the State of Delaware.

Hewitt Associates

17.  Headings . The section and subsection headings used in this Agreement are for convenient reference and are not a part of this Agreement.

Hewitt Associates