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Exhibit 10.17    
    


 
 

BOISE CASCADE CORPORATION
  
    DIRECTOR STOCK COMPENSATION PLAN
  
    (As Amended Through September 26, 2003)    



        1.     Plan Administration and Eligibility. 



        1.1   Purpose. The purpose of the Director Stock Compensation Plan (the "Plan") of Boise Cascade Corporation (the "Company") is
to encourage ownership of the Company's common stock by its nonemployee directors. 


        1.2   Administration. The Executive Compensation Committee or any successor to the Committee (the "Committee") shall have final
discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the
Plan. The Committee may also adopt any rules it deems necessary to administer the Plan. The Committee's responsibilities for administration and interpretation of the Plan shall be exercised by Company
employees who have been assigned those responsibilities by the Company's management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be
deemed to have been delegated the discretionary authority vested in the Committee with respect to those responsibilities, unless limited in writing by the Committee. Any Participant may appeal any
action or decision of these employees to the Company's General Counsel and may request that the Committee reconsider decisions of the General Counsel. Any interpretation by the Committee shall be
final and binding on the Participants. 


        1.3   Participation in the Plan. Directors of the Company who are not employees of the Company or any of its subsidiaries are
eligible to participate in this Plan. 




        2.     Stock Subject to the Plan. 



        2.1   Number of Shares. The maximum number of shares of the Company's $2.50 par value Common Stock ("Common Stock" or "Shares")
which may be issued pursuant to options granted under this Plan shall be 100,000 Shares, subject to adjustment as provided in Section 4.4. 


        2.2   Nonexercised Shares. If any outstanding option under this Plan for any reason expires or is terminated without having
been exercised in full, the Shares allocable to the unexercised portion of the option shall again become available for issuance under options granted pursuant to this Plan. 



        2.3   Share Issuance. Upon the exercise of an option, the Company may issue new Shares or reissue Shares previously repurchased
by or on behalf of the Company. 




        3.     Options. 



        3.1   Option Grant Dates. Options shall be granted automatically to each participating director on December 31 of each
year (or, if December 31 is not a business day, on the immediately preceding business day) (the "Grant Date"). 



        3.2   Option Price. The purchase price per share for the Shares covered by each option shall be $2.50 (the "Option Price"). 






 




        3.3   Number of Option Shares. The number of Shares subject to options granted to each participating director on each Grant
Date will be the aggregate number of Shares determined by the following formulas: 



        3.3.1 Elected Portion of Annual Retainer and Meeting Fee Shares. The number of option Shares equal to the nearest whole
number determined by the following formula: 




	Elected Portion of Annual Retainer

and Meeting Fees
 (Fair Market Value - $2.50)	 	=	 	Number

of

Option Shares







        3.3.2 Dividend Equivalent Shares. The number of option Shares equal to the nearest whole number determined by the following
formula: 




	Dividend Equivalent
 (Fair Market Value - $2.50)	 	=	 	Number

of

Option Shares







        3.3.3 Definitions. For purposes of determining the number of Shares granted under this Section 3.3, the following
definitions will apply: 



        3.3.3.1 "Annual Retainer." The dollar amount of compensation paid to eligible directors each year which is identified by the
Company as an annual retainer. 


        3.3.3.2 "Meeting Fees." The amount of compensation, in excess of the Annual Retainer, paid to eligible directors for their
services as directors of the Company, including but not limited to fees earned for service as committee chairpersons and for meeting participation, but excluding amounts paid as reimbursement for
actual expenses. 


        3.3.3.3 "Dividend Equivalent." The aggregate dollar value, determined each year, equal to the product of (i) the
number of Shares subject to options held by a director pursuant to this Plan on each respective Record Date during the year plus 1/2 the number of Shares to be granted under Sections
3.3.1 and 3.3.2 for the year in which this calculation is being made, multiplied by (ii) the value of the dividend per Share paid by the Company for each respective Record Date. 



        3.3.3.4 "Elected Portion of Annual Retainer and Meeting Fees." A dollar amount determined each year for each director equal
to the dollar amount of both the percentage of the Annual Retainer, if any, and the percentage of Meeting Fees, if any, which the director has irrevocably elected, in writing, to have paid in the form
of options granted under this Plan. This written election must be received by the secretary of the Company on or before December 31 of each year and shall specify a percentage, up to 100%, of
the director's Annual Retainer and a percentage, up to 100%, of the director's Meeting Fees for the following year to be paid in the form of options under this Plan; provided, however, in the initial
year of the Plan's operation, a director's written election must be received by the secretary of the Company on or before February 28, 1992, and shall be effective only for Annual Retainer and
Meeting Fee amounts earned during the period April 1, 1992, through December 31, 1992. Eligible directors initially elected or appointed to office as directors of the Company after
adoption of this plan may make a written election under this paragraph within 30 days following their initial election or appointment to office, which election shall be effective for Annual
Retainer and Meeting Fee amounts earned during the calendar year of their initial election or appointment to office. 





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        3.3.3.5 "Fair Market Value." The closing price for Shares as reported by the New York Stock Exchange or another generally
accepted pricing standard chosen by the Company, in each case on the Valuation Date. 


        3.3.3.6 "Record Date." Each date declared as a record date by the Board of Directors for the purpose of determining
shareholders eligible to receive a dividend to be paid on Shares. 


        3.3.3.7 "Valuation Date." July 31, or if Fair Market Value is not available on July 31, the immediately
preceding business day for which Fair Market Value is available. 





        3.4   Director Terminations. If a director participating in this Plan retires, resigns, dies, or otherwise terminates his or
her position on the Company's Board of Directors, on December 31 of the year in which the termination occurs the director shall be granted an option for Shares under this Plan equal in value to
(i) the Elected Portion of Annual Retainer and Meeting Fees and (ii) the Dividend Equivalent. For purposes of this Section 3.4, the amount of the Annual Retainer shall be prorated
through the date of termination. 


        3.5   Written Agreements. Each grant of an option under this Plan shall be evidenced by a written agreement, which shall comply
with and be subject to the terms and conditions contained in this Plan. 


        3.6   Nonstatutory Stock Options. Options granted under this Plan shall not be entitled to special tax treatment under
Section 422A of the Internal Revenue Code of 1986. 


        3.7   Period of Option. No option may be exercised within 6 months of its Grant Date, provided, however, that options
held by a director shall be immediately exercisable upon (i) that director's retirement because of age, disability, or death, or (ii) the occurrence of any of the events described in
Section 3.11, [recognizing that Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Act"), may limit a director's ability to resell the Shares
acquired upon the exercise until 6 months after the Grant Date]. No option shall be exercisable after expiration of 3 years from the date upon which the option holder
terminates his or her position as a director of the Company. 


        3.8   Exercise of Options. Options may be exercised only by written notice to the secretary of the Company and payment of the
exercise price in (i) cash, (ii) Shares (a director may surrender one or more Shares in the exercise of an Option with instructions to resurrender any Shares acquired upon exercise in
one or more successive, simultaneous exercises until Options covering the number of specified Shares have been exercised), (iii) a loan from the Company, or (iv) delivery of an
irrevocable written notice instructing the Company to deliver the Shares being purchased to a broker, subject to the broker's written guarantee to deliver cash to the Company, in each case equal to
the full consideration of the Option Price for the Shares which are being exercised. Options may be exercised in whole or in part. 


        3.9   Options Not Transferable. Each option granted under this Plan shall not be transferable by the optionee otherwise than by
will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, and the rules and regulations thereunder. No option granted under this Plan, or any interest therein, may be otherwise transferred, assigned, pledged, or
hypothecated by the director to which the option was granted during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment, or similar process. 


        3.10 Exercise by Representative Following Death of Director. A director, by written notice to the Company, may designate one
or more persons (and from time to time change such designation), 



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including
his or her legal representative, who, by reason of the director's death, shall acquire the right to exercise all or a portion of an option granted under this Plan. Any exercise by a
representative shall be subject to the provisions of this Plan. 


        3.11 Acceleration of Stock Options. Notwithstanding Section 3.7, if a "Change in Control of the Company" occurs while
unexercised options remain outstanding hereunder, then from and after the date on which the Change in Control of the Company occurs, all options previously granted under this Plan shall be immediately
exercisable in full. 



        For
purposes of this section, a "Change in Control of the Company" shall be deemed to have occurred if: 


        (a)   Any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's then outstanding securities; provided, however, if such Person acquires securities directly from the Company, such securities
shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of
common stock or the combined voting power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described
in Section 3.11(c)(i) shall not be deemed to be a Change in Control of the Company; or 


        (b)   The
following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on the date hereof, constitute
the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at
least 2/3rds of the directors then still in office who either were directors on the date hereof or whose appointment, election, or nomination for election was previously so approved
(the "Continuing Directors"); or 


        (c)   The
consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation other than (i) a
merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority of the number of directors of the combined entity immediately following
consummation of such merger or consolidation, and (b) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Company or
such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the Company's then outstanding securities; provided that securities acquired directly from the Company shall not be included unless the
Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then outstanding shares of common stock or the combined voting
power of the Company's then outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in
Section 3.11(c)(i) shall not be deemed to be a Change in Control of the Company; or 




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        (d)   The
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of an agreement for the sale or disposition by
the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, more than 50% of the
combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale. 


        A
transaction described in Section 3.11(c) which is not a Change in Control of the Company solely due to the operation of Subsection 3.11(c)(i)(a) will nevertheless constitute a
Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least two years following the consummation
of the transaction, at least a majority of the members of the board of directors of the surviving entity or any parent will continue to consist of Continuing Directors and individuals whose election
or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Directors and individuals whose
election or nomination for election has previously been so approved. 


        For
purposes of this section, "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). 


        For
purposes of this section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
"Person" shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its
subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of
securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its
ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on
which the individual, person or group becomes required to or does report its ownership on Schedule 13D. 





        4.     General Provisions. 



        4.1   Effective Date of This Plan. This Plan shall be effective January 1, 1992, subject to approval by the shareholders
of the Company. Options may be granted under this Plan only after shareholder approval of this Plan. Directors may give written notice pursuant to Subsection 3.3.3.4 any time after December 1,
1991. 


        4.2   Duration of This Plan. This Plan shall remain in effect until all Shares subject to option grants have been purchased or
all unexercised options have expired. Notwithstanding the foregoing, no options may be granted pursuant to this Plan on or after January 1, 2003. 


        4.3   Amendment of This Plan. The Committee may suspend or discontinue this Plan or revise or amend it in any respect,
provided, however, that without approval of a majority of the Company's shareholders no revision or amendment shall (i) change the number of Shares subject to this Plan (except as provided in
Section 4.4), (ii) change the designation of the class of directors eligible to participate in the Plan, (iii) change the formulas to determine the amount, price, or timing for
the grants, or (iv) materially increase the benefits accruing to participants under this 



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Plan.
Moreover, in no event may these Plan provisions be amended more than once every 6 months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules and regulations thereunder. No amendment, modification, or termination of this Plan shall in any manner adversely affect the rights of directors holding options granted
under this Plan without their consent. 


        4.4   Changes in Shares. In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock
split, or other change in the corporate structure or capitalization affecting the Shares, appropriate adjustment shall be made in the number (including the aggregate numbers specified in
Section 2.1) and kind of Shares or other securities which are or may become subject to options granted under this Plan prior to and subsequent to the date of the change. 



        4.5   Limitation of Rights. 



        4.5.1 No Right to Continue as a Director. Neither this Plan, nor the granting of an option under this Plan, nor any other
action taken pursuant to this Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain a director for any period of time, or at any
particular rate of compensation. 


        4.5.2 No Shareholders' Rights for Options. An optionee shall have no rights as a shareholder with respect to the Shares
covered by his or her options until the date of the issuance to him or her of a stock certificate therefor. 




        4.6   Assignments. The rights and benefits under this Plan may not be assigned except as provided in Sections 3.9 and 3.10. 


        4.7   Notice. Any written notice to the Company required by any of the provisions of this Plan shall be addressed to the
secretary of the Company and shall become effective when it is received. 



        4.8   Shareholder Approval and Registration Statement. This Plan shall be approved by the Board of Directors and submitted to
the Company's shareholders for approval. Directors may elect to participate in this Plan prior to shareholder approval and prior to filing (and effectiveness of) a registration statement with the
Securities and Exchange Commission covering the Shares to be issued upon the exercise of options. Any options granted under this Plan prior to effectiveness of the registration statement shall not be
exercisable until, and are expressly conditional upon, the effectiveness of a registration statement covering the Shares. 



        4.9   Governing Law. This Plan and all determinations made and actions taken pursuant hereto shall be governed by and construed
in accordance with the laws of the state of Delaware. 



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Exhibit 10.17


BOISE CASCADE CORPORATION DIRECTOR STOCK COMPENSATION PLAN (As Amended Through September 26, 2003)