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Exhibit 10.20    
    


 
 

BOISE CASCADE CORPORATION
  
    1995 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
  
    (As Amended Through September 26, 2003)    



        1.     Purpose of the Plan. The purpose of the Boise Cascade Corporation 1995 Board of Directors Deferred Compensation Plan (the
"Plan") is to further the growth and development of Boise Cascade Corporation (the "Company") by providing nonemployee directors of the Company the opportunity to defer receipt of all or a portion of
their cash compensation and thereby reward and encourage their productive efforts on the Company's behalf. 


        2.     Definitions. 



        2.1   Account Accumulation Rate. The rate of imputed interest which shall be applied to Participants' Deferred Accounts. This
rate shall be equal to Moody's Times 130%. 


        2.2   Committee. The Executive Compensation Committee of the Company's Board of Directors or any successor to the Committee. 


        2.3   Compensation. A Participant's fees, payable in cash, for services rendered by a Participant as a Director of the Company
during a calendar year. Compensation shall not include any amounts paid by the Company to a Participant that are not strictly in consideration for personal services, such as expense reimbursements. 



        2.4   Deferred Account. The record on the Company's books of the cumulative amount of (i) a Participant's compensation
deferred pursuant to this Plan, plus (ii) imputed interest on such deferred amounts accrued as provided in Section 5.1. 


        2.5   Deferred Compensation Agreement. A written agreement between a Participant and the Company, whereby a Participant agrees
to defer a portion of his or her Compensation pursuant to the provisions of the Plan, from a minimum of $5,000/year to a maximum of 100% of his or her Compensation, and the Company agrees to make
benefit payments in accordance with the provisions of the Plan. 


        2.6   Deferred Compensation and Benefits Trust. The irrevocable trust (the "DCB Trust") established by the Company with an
independent trustee for the benefit of persons entitled to receive payments or benefits hereunder, the assets of which will be subject to claims of the Company's creditors in the event of bankruptcy
or insolvency. 



        A
"Change in Control" 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 2.6(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 




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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 2.6(c)(i) shall not be deemed to be a Change in Control of the Company; or 


        (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 2.6(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.6(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 




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"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. 




        2.7   Director. An individual who is not an employee of Boise Cascade Corporation and who is a member of the Board of Directors
of Boise Cascade Corporation. 


        2.8   Moody's Times 130%. An annualized rate of interest equal to 130% times Moody's Composite Average of Yields on Corporate
Bonds as determined from Moody's Bond Record published by Moody's Investor's Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar
rate selected by the Board, in its sole discretion. The rate to be applied for purposes of this Plan shall be based, for any given month, on the published rate for the immediately preceding calendar
month. 


        2.9   Participant. A Director who has entered into a written Deferred Compensation Agreement with the Company in accordance
with the provisions of the Plan. 



        2.10 Termination. The Participant's ceasing to be a Director of the Company for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of early retirement, normal retirement, or death. 




        3.     Administration and Interpretation. 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. Claims for benefits under the Plan and appeals of claim denials shall be in accordance
with Sections 10 and 11. Any interpretation by the Committee shall be final and binding on the Participants. 


        4.     Participant Compensation Deferral. 



        4.1   Compensation Deferral. A Director who wishes to participate in the Plan shall execute a written Deferred Compensation
Agreement, in the format provided by the Company, whereby the Director elects to defer a portion of his or her Compensation otherwise earned and payable for the period from January 1, 1996,
through December 31, 2000. The amount deferred shall result in corresponding reductions in the Compensation payable to a Participant. 



        4.2   Participation. A person who is a Director or becomes a Director on or subsequent to January 1, 1996, and prior to
December 31, 2000, shall be entitled to participate in the Plan until December 31, 2000, and shall be bound by all the other terms and conditions of the Plan. A Director shall complete a
Deferred Compensation Agreement within 30 days of becoming eligible 



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and
being notified of the terms and conditions of the Plan. Reduction of compensation pursuant to the Deferred Compensation Agreement shall commence as of the date of such director's election to the
Board of Directors. 


        4.3   Alteration of Compensation Deferral. The amount of Compensation to be deferred, once selected by a Participant, shall be
irrevocable except upon written approval by the Committee. A request to alter the amount of Compensation deferred must be submitted by a Participant in writing to the Committee prior to
January 1 of the year for which such modification is requested and shall detail the reasons for the modification. If a modification of the deferral amount is granted by the Committee, the
modification shall affect only future years of participation; and all benefits under the Plan shall be adjusted to reflect the new deferred amount and also to reflect any costs incurred by the Company
to effect the adjusted benefits payable to the Participant. 




        5.     Payment of Deferred Amounts. 



        5.1   Participant Account. The Company shall maintain, for each Participant, a record of the Participant's deferrals by
accumulating the amount of his or her deferred compensation, and each month the account shall be updated with a monthly rate of interest equal to the applicable Account Accumulation Rate. 


        5.2   Benefits. Upon Termination, a Participant shall be paid his or her account in a lump sum or in equal quarterly
installments calculated to distribute his or her account plus accrued interest for a period of not more than 15 years. Payments shall commence on the date and shall be made in the manner
elected by the Participant in the Deferred Compensation Agreement. Unpaid balances under the installment election continue to earn interest at the applicable Account Accumulation Rate. If a
Participant does not make an election, his or her account shall be paid out in quarterly installments over 15 years beginning January 1 of the year following Termination. The Participant
may request other forms of payout which are subject to approval by the Committee, pursuant to Section 5.3. 


        5.3   Change of Election. A Participant may request a change in the payout election any time prior to January 1 of the
year benefits are scheduled to be paid. The changed payout election must be one of the payout options in the original Deferred Compensation Agreement. Such request must be in writing and shall be
approved or denied at the sole discretion of the Committee. No change will be permitted that would allow a payment to be made earlier than originally elected in the Deferred Compensation Agreement. 



        Notwithstanding
any provision in this Plan to the contrary, a Participant or Beneficiary may at any time request a single lump-sum payment of the amount credited to an
account or accounts of the Participant under the Plan. The amount of the payment shall be equal to (i) the Participant's Deferred Account balance under the Plan as of the payment date, reduced
by (ii) an amount equal to 10% of such account balance. This lump-sum payment shall be subject to withholding of federal, state, and other taxes to the extent applicable. This
request must be made in writing to the Committee. The lump-sum payment shall be made within 30 days of the date on which the Committee received the request for the distribution. If
a request is made under this provision, the Participant shall not be eligible to participate in any nonqualified deferred compensation plan maintained by the Company, including this Plan, for a period
of 12 months after such request is made. In addition, in such event any deferred compensation agreement under any nonqualified deferred compensation plan of the Company shall not be effective
with respect to Compensation payable to the Participant during this 12-month period. 


        5.4   Payment on Death After Benefits Commence. If a Participant dies after his or her benefits have commenced and prior to the
distribution of his or her entire Deferred Account, his or her 



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beneficiary
shall receive any benefit payments in accordance with the Deferred Compensation Agreement. 


        5.5   Death Benefit. If a Participant should die prior to the commencement of Plan distributions, the Company shall pay his or
her designated beneficiary or beneficiaries the Participant's Deferred Account balance. Payments shall be made as specified in the Deferred Compensation Agreement. The undistributed portion of
Participant's account shall be updated with a monthly rate of interest equal to the applicable Account Accumulation Rate. 



        5.6   Recipient of Payments; Designation of Beneficiary. All payments to be made by the Company shall be made to the
Participant, if living. If a Participant dies before receiving all benefit payments, all subsequent payments under the Plan shall be made to the beneficiary or beneficiaries of the Participant. The
Participant shall designate a beneficiary by filing a written notice of such designation with the Company in such form as the Company may prescribe. If no designation is in effect when any benefits
payable under this Plan become due, the beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant's estate. 




        6.     Miscellaneous. 



        6.1   Assignability. A Participant's rights and interests under the Plan may not be assigned or transferred except, in the
event of the Participant's death, to his or her designated beneficiary, or in the absence of a designation, by will or to his or her legal representative. 


        6.2   Taxes. The Company shall deduct from all payments made under this Plan all applicable federal or state taxes required by
law to be withheld. 


        6.3   Construction. To the extent not preempted by federal law, the Plan shall be construed according to the laws of the state
of Idaho. 


        6.4   Form of Communication. Any election, application, claim, notice or other communication required or permitted to be made
by a Participant to the Committee or the Company shall be made in writing and in such form as the Company shall prescribe. Such communication shall be effective upon receipt by the Company's Salaried
and Executive Compensation Manager at 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001. 




        7.     Amendment and Termination. The Company, acting through its Board of Directors or any committee of the Board of Directors,
may, at its sole discretion, amend or terminate the Plan at any time, provided that the amendment or termination shall not adversely affect the vested or accrued rights or benefits of any Participant
without the Participant's prior consent. 


        8.     Unsecured General Creditor. Except as provided in Section 9, Participants and their beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interest, or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the
benefit of Participants, their beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all
Company assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The Company's obligation under the Plan shall be an unfunded and unsecured promise of the Company to
pay money in the future. 


        9.     Deferred Compensation and Benefits Trust. Upon the occurrence of a Change in Control of the Company or at any time
thereafter, the Company, in its sole discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company's obligations under this Plan
in whole or in part (the "Funding Amount"). Any cash, marketable securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with
the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash, marketable securities, or other property acceptable to 


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the
trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay benefits
under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits. 


        10.   Claims Procedure. Claims for benefits under the Plan shall be filed in writing, within 90 days after the event
giving rise to a claim, with the Company's Salaried and Executive Compensation Manager, who shall have absolute discretion to interpret and apply the Plan, evaluate the facts and circumstances, and
make a determination with respect to such claim in the name and on behalf of the Company. Such written notice of a claim shall include a statement of all facts believed by the Participant to be
relevant to the claim and shall include copies of all documents, materials, or other evidence that the Participant believes relevant to such claim. Written notice of the disposition of a claim shall
be furnished the claimant within 90 days after the application is filed. This 90-day period may be extended an additional 90 days by the Salaried and Executive Compensation
Manager, in his or her sole discretion, by providing written notice of such extension to the claimant prior to the expiration of the original 90-day period. In the event the claim is
denied, the specific reasons for such denial shall be set forth in writing, pertinent provisions of the Plan shall be cited and, where appropriate, an explanation as to how the claimant may perfect
the claim or submit such claim for review will be provided. 


        11.   Claims Review Procedure. Any Participant, former Participant, or Beneficiary of either, who has been denied a benefit
claim shall be entitled, upon written request, to a review of his or her denied claim. Such request, together with a written statement of the claimant's position, shall be filed no later than
60 days after receipt of the written notification provided for in the above paragraph, and shall be filed with the Company's Salaried and Executive Compensation Manager, who shall promptly
inform the Committee. The Committee shall make its decision, in writing, within 60 days after receipt of the claimant's request for review. The Committee's written decision shall state the
facts and plan provisions upon which its decision is based. The Committee's decision shall be final and binding on all parties. This 60-day period may be extended an additional
60 days by the Committee, in its discretion, by providing written notice of such extension to the claimant prior to the expiration of the original 60-day period. 


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Exhibit 10.20


BOISE CASCADE CORPORATION 1995 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (As Amended Through September 26, 2003)