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Exhibit 10.19    
    


 
 

BOISE CASCADE CORPORATION
  
    1995 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN
  
    (As Amended Through September 26, 2003)    



        1.     Purpose of the Plan. The purpose of the Boise Cascade Corporation 1995 Executive Officer Deferred Compensation Plan (the
"Plan") is to further the growth and development of Boise Cascade Corporation (the "Company") by providing executive officers of the Company the opportunity to defer a portion of their compensation
and thereby encourage their productive efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity to supplement their retirement income through deferral of
current compensation. The Plan is an unfunded plan providing deferred compensation to a select group of senior management or highly compensated employees of the Company. 


        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% during (i) the period of time the Participant is employed by the Company or any of its subsidiaries, and (ii) the period following the
Participant's Termination of Employment, provided that at the time of such Termination of Employment the Participant (i) satisfies the Rule of 70 or (ii) has attained age 55 and has 10
or more Years of Service. With respect to any time period not included in the foregoing, the Account Accumulation Rate applicable to a Participant's Deferred Account shall be equal to Moody's. 



        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 salary, commission, bonus, and other payments for personal services rendered by a
Participant to the Company during a calendar year, determined prior to giving effect to any deferral election under this Plan or any incentive compensation plan sponsored by the Company. 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 reimbursement, cost-of-living
allowance, education allowance, premium on excess group life insurance, or any Company contribution to the Pension Plan or any savings or 401(k) plan sponsored by the Company; the fact that an amount
constitutes taxable income to the Participant shall not be controlling for this purpose. Compensation shall not include any taxable income realized by, or payments made to, an employee as a result of
the grant or exercise of an option to acquire stock of the Company or as a result of the disposition of such stock, and shall not include compensation resulting from any stock option, stock bonus,
restricted stock, phantom stock or similar long-term incentive plan. 


        2.4   Competitor. Any business, foreign or domestic, which is engaged, at any time relevant to the provisions of this Plan, in
the manufacture, sale, or distribution of products, or in the providing of services, in competition with products manufactured, sold, or distributed, or services provided, by the Company or any
subsidiary, partnership, or joint venture of the Company. The determination of whether a business is a Competitor shall be made by the Company's General Counsel, in his or her sole discretion. 


        2.5   Deferred Account. The record on the Company's books of the cumulative amount of a Participant's compensation deferred
pursuant to this Plan, including amounts credited to the 



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Participant's
account pursuant to Section 4.3, plus either imputed interest on such deferred amounts accrued as provided in Section 4.4, or the value of Stock Units credited to the
Participant's account as provided in Section 4.4. 


        2.6   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, and the Company agrees to make benefit payments in accordance with the provisions of the Plan. 



        2.7   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.     A
"Potential Change in Control" shall be deemed to have occurred if (a) the Company enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control of the Company; (b) the Company or any Person publicly announces an intention to take or to consider taking actions which if consummated would constitute a
Change in Control of the Company; (c) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 9.5% 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 9.5% of the Company's then outstanding shares of common stock or the
combined voting power of the Company's then outstanding securities; or (d) the Board adopts a resolution to the effect that a Potential Change in Control has occurred. 


        b.     A
"Change in Control" shall be deemed to have occurred if: 



        (i)    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 2.7(b)(iii)(A) shall not be deemed to be a Change in Control of the Company; or 


        (ii)   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 


        (iii)  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 (A) a 





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merger
or consolidation which would result in both (1) 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 (2) 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 (B) 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 2.7(b)(iii)(A)
shall not be deemed to be a Change in Control of the Company; or 


        (iv)  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 2.7(b)(iii) which is not a Change in Control of the Company solely due to the operation of Subsection 2.7(b)(iii)(1)(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 



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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. 


        2.8   Executive Officer. Executive Officers of the Company required to be identified as such in the Company's Annual Report on
Form 10-K as filed with the Securities and Exchange Commission. 


        2.9   Moody's. An annualized rate of interest equal to 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 report is no longer published, a substantially similar rate determined in
a manner determined to be appropriate by the Company, 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. 


        2.10 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 report is no longer published, a substantially similar
rate selected by the Company, in its sole discretion. The rate to be applied for purposes of this Plan shall be based, for any given month, on such published rate for the immediately preceding
calendar month. 


        2.11 Normal Retirement Date. The first day of the month on or after a Participant's 65th birthday. 


        2.12 Participant. An Executive Officer who has entered into a written Deferred Compensation Agreement with the Company in
accordance with the provisions of the Plan. 


        2.13 Pension Plan. The Boise Cascade Corporation Pension Plan for Salaried Employees, as amended from time to time. 


        2.14 Retirement. The termination of employment of a Participant for reasons other than death, total disability (as defined in
the Pension Plan), or disciplinary reasons (as that term is used for purposes of Corporate Policy 10.2, Termination of Employment), at any time after the Participant has attained age 55 with 10 or
more Years of Service. 


        2.15 Rule of 70. The attainment by a Participant of a number of Years of Service and age which, when added together, equal or
exceed 70. 


        2.16 Stock Unit. The notional account unit equal in value to one share of the Company's common stock. 


        2.17 Termination of Employment. The Participant's ceasing to be employed by the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of early retirement, normal retirement, death or disability, provided that transfer from the Company to a subsidiary or parent of the Company shall
not be deemed a Termination of Employment for purposes of this Plan. 


        2.18 Year of Service. A Year of Service as accumulated under the Pension Plan. 




        3.     Administration and Interpretation of the Plan. 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, 


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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 11 and 12. Any interpretation by the Committee shall be final and
binding on the Participants. 


        4.     Participant Compensation Deferral. 



        4.1   Compensation Deferral. An Executive Officer who wishes to participate in the Plan during the period from
January 1, 1996, through December 31, 2000, shall execute a written Deferred Compensation Agreement in substantially the form attached hereto as Exhibit A. The amount of annual
Compensation to be deferred shall be in whole percentage increments as specified in the Deferred Compensation Agreement. The period during which Compensation is reduced shall be the calendar years
specified in the Deferred Compensation Agreement. The amount deferred shall result in corresponding reductions in the Compensation payable to a Participant. 


        4.2   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. 


        4.3   Company Contribution. The Company shall, at the election of a Participant, contribute to the Participant's Deferred
Account an additional amount equal to 4.2% of the Participant's Compensation, to be used to provide benefits as specified in the Deferred Compensation Agreement. If a Participant elects to have such
an amount contributed under the Deferred Compensation Agreement, the Company shall not make any matching contribution for such Participant under any savings or 401(k) plan sponsored or participated in
by the Company. 


        4.4   Account Elections. 



        (a)   Each
Participant may elect at any time, and from time to time, to have his or her Deferred Account credited with either the applicable Account Accumulation Rate or
allocated Stock Units, with such elections effective for deferrals of Compensation earned beginning with the first pay period immediately following the Committee's receipt of the Participant's valid
written election. However, under no circumstances may such elections be made more frequently than once in any 4-month period. If a Participant timely elects to have his or her Deferred
Account credited with Stock Units, then the Participant's Deferred Account shall be credited with the number of Stock Units (on the date on which the Compensation would otherwise have been paid to the
Participant), equal to (i) 100% of the amount of such deferred Compensation ("Participant Stock Units"), plus (ii) 25% of the amount of such deferred Compensation ("Company Matching
Stock Units"), with each Stock Unit value based on the closing price of the Company's common stock on the New York Stock Exchange ("NYSE") on that date (or, if the common stock is not traded on the
NYSE on such date, on the immediately preceding trading day) or another generally accepted pricing standard chosen by the Company. Each Stock Unit in a Participant's Deferred Account shall thereafter
have a value equal to the market value of one share of the Company's common stock. Except as provided in subparagraph (d) and Subsection 5.1(b) hereof, Stock Units must be held for a minimum of
6 months from the date on which such Stock Units are first credited to the Participant's account. Stock Units may not be sold, transferred, assigned, alienated, or pledged by any Participant. 




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        (b)   If
a Participant elects to receive Stock Units, then on each dividend payment date for the common stock, additional Stock Units shall be credited to the Participant's
Deferred Account ("Dividend Equivalent Stock Units"). Dividend Equivalent Stock Units shall (i) be equal in value to the imputed dividend on each Stock Unit credited to the Participant's
account as of the record date for such dividend; (ii) be allocated, as appropriate, to either the Participant Stock Units or the Company Matching Stock Units credited to the Participant's
Deferred Account; and (iii) vest in accordance with the vesting of the underlying Stock Units to which they are allocated. 


        (c)   A
Participant shall be fully vested in his or her Participant Stock Units, including allocated Dividend Equivalent Stock Units, at all times. Vesting in Company Matching
Stock Units, including allocated Dividend Equivalent Stock Units, shall be as follows: (i) 100% upon the Participant's death, total disability, or Retirement; (ii) 100% upon a Change in
Control; (iii) 100% upon the Participant's involuntary termination (other than a termination for "Disciplinary Reasons" as that term is used in Corporate Policy 10.2, Termination of Employment)
or termination as a direct result of the sale or permanent closure of a facility, operating unit, or division of the Company; or (iv) for termination of employment for all other reasons
(including voluntary terminations), 20% (cumulative) on each anniversary of the date the Participant's account was first credited with Stock Units under this Plan. 


        (d)   Upon
the occurrence of a Potential Change in Control or a Change in Control, shares of Common Stock equal to the number of Stock Units in all Participants' Deferred
Accounts may, in the Company's sole discretion, be transferred to the Trustee of the DCB Trust to be held in accordance with the terms of the DCB Trust and this Plan. Upon a Change in Control, all
Stock Units credited to a Participant's Deferred Account shall be converted to Stock Units of equivalent value payable in the common stock of the successor entity to the Company, as follows: if the
Change in Control involves the merger or sale
of the entire Company or a tender offer for all the outstanding Common Stock, conversion shall be at the conversion, sale, or exchange price applicable to the Common Stock in connection with such
Change in Control. Any shares of Common Stock held by the Trustee shall be converted to shares of common stock of the successor entity (if any) at the same conversion value as described in this
subsection. Following a Change in Control and after public disclosure of at least 30 days financial results of the consolidated entity, each Participant may elect, at any time or from time to
time, to convert all or any portion of his or her Stock Unit Account to a dollar equivalent and have such amount credited thereafter with the applicable Account Accumulation Rate. If a Participant
makes such an election, the Trustee shall sell, into the open market, shares of stock attributable to Stock Units in such Participant's Deferred Account previously acquired and held pursuant to this
subsection, if any, and shall hold, invest, and reinvest the proceeds of such sale in accordance with the terms of the DCB Trust. If the Change in Control does not involve the merger or sale of the
entire Company or a tender offer for all the outstanding Common Stock, Stock Units shall be converted to a dollar equivalent at the highest trading price of the Company's Common Stock during the
20-day period immediately preceding the date of the Change in Control and credited to the Participants' Interest Account(s). 





        5.     Payment of Deferred Amounts. 



        5.1   Participant Account. 



        (a)   The
Company shall maintain, for each Participant, a record of the Participant's deferrals in accordance with elections made by the Participant as described in
Section 4.4. Each Participant's Deferred Account will be credited with the amount of the Participant's deferred Compensation, plus the amount of the Company contribution pursuant to 




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Section 4.3,
if any. Each Deferred Account shall reflect, in accordance with the Participant's election(s), either the dollar amount of the Participant's deferred Compensation plus the
applicable Account Accumulation Rate ("Interest Account"), or an allocation of Participant Stock Units equal in value to the deferred Compensation plus Company Matching Stock Units and Dividend
Equivalent Stock Units in accordance with Section 4.4 ("Stock Unit Account"). 



        (b)   If
the Participant's Deferred Account is credited with Stock Units, the Participant shall be paid the value of all vested Stock Units in his or her Deferred Account in
accordance with the Participant's election under his or her Deferred Compensation Agreement and in the form of the Company's Common Stock (or, if applicable, in accordance with Subsection 4.4(d)).
Such payment shall be made in accordance with the Participant's Deferred Compensation Agreement. If a Participant's Deferred Account is credited with Stock Units and the Participant terminates
employment and is eligible for a distribution but shares of Common Stock are not then available for distribution, the Company may elect, in its sole discretion, to delay the distribution until such
shares become available. 




        5.2   Plan Benefits Upon Termination of Employment (Nonretirement). Upon Termination of Employment for reasons other than death
or disability prior to satisfying the Rule of 70 or attaining age 55 with 10 or more Years of Service, the Account Accumulation Rate on such Participant's Deferred Account shall be adjusted, effective
as of the Date of Termination of Employment, to a rate equal to Moody's. Such rate shall apply prospectively from the Date of Termination to all undistributed amounts of the Participant's Deferred
Account. 


        If
a Participant provides services for remuneration to a Competitor following Termination of Employment, the Company may, in its sole discretion, distribute the Participant's account
balance in a lump sum in lieu of any other benefits provided under this Plan. The Company may, in its discretion, consent to a Participant's rendering services to a Competitor, and if it does consent,
it may place whatever limitations it considers appropriate on the consent. If the Participant breaches the terms of the consent, the Company may, in its sole discretion, distribute the Participant's
account in a lump sum. 


        5.3   Plan Benefits Upon Retirement. Upon Termination of Employment, for reasons other than disability, after satisfying the
Rule of 70, or attaining age 55 with 10 or more Years of Service, a Participant shall be paid his or her Deferred Account in a lump sum or in equal monthly installments calculated to distribute his or
her Deferred Account over 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 be credited with imputed interest at the applicable Account Accumulation Rate. If a Participant does not make an election, his or
her account shall be paid out in monthly installments over 15 years beginning January 1 of the year following Termination of Employment. 


        5.4   Hardship Distribution. In the event of serious and unanticipated financial hardship, a Participant may request
termination of his or her participation in the Plan and a lump-sum distribution of all or a portion of his or her Interest Account balance. The Participant making a hardship termination
and distribution request under this section shall document, to the Committee's satisfaction, that termination of participation and distribution of his or her Interest Account is necessary to satisfy
an unanticipated, immediate, and serious financial need, and that the Participant does not have access to other funds, including proceeds of any loans, sufficient to satisfy the need. Upon receipt of
a request under this section, the Committee may, in its sole discretion, terminate the Participant's involvement in the Plan and distribute all or a portion of the Participant's Interest Account
balance in a lump sum, to the extent such distribution is necessary to satisfy the financial need. The Participant shall sign all documentation requested by the Committee relating to any such
distribution, and any Participant whose participation in the Plan terminates 



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under
this paragraph may not resume participation for a minimum of 12 months following the date of any distribution. 


        5.5   Premature Distribution with Penalty. 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 Interest Account or Accounts of the Participant under the Plan. The amount of the payment shall be equal to (i) the Participant's accumulated Interest Account balance
under the Plan as of the payment date, reduced by (ii) an amount equal to 10% of that 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 this 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. 



        5.6   Distribution Upon Extraordinary Events. If any Participant terminates employment with the Company as a direct result of
the sale or divestiture of a facility, operating division, or reduction in force in connection with any reorganization of the Company's operations or staff, such Participant may request distribution
of his or her entire Deferred Account balance. Upon receipt of a request for distribution under this section, the Committee may, in its sole discretion, elect whether to approve or deny the request.
If the Committee approves a request under this section, distribution of the Participant's account shall occur no later than January 1 of the year following the year during which such
Termination of Employment occurs. 


        5.7   Small Account Distributions. If a Participant terminates employment with the Company for any reason and either
(i) the Participant's benefit under this Plan is less than $5,000 in lump sum present value, calculated in accordance with reasonable assumptions, or (ii) the monthly payment under the
benefit payment option selected by the Participant is less than $75 per month, such Participant may request distribution of his or her entire Deferred Account balance. Upon receipt of a request for
distribution under this section, the Committee may, in its sole discretion, elect whether to approve or deny the request. If the request is approved, the Committee shall close the Participant's
account and distribute the Participant's entire account balance in a single lump sum. Any distribution under this paragraph shall be made no later than January 1 of the year following the year
in which such Termination of Employment occurs. 


        5.8   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, provided that the request is received by the Committee at least 30 days prior to the first date benefits are scheduled to be paid. The changed payout
election must be one of the payout options in the original deferral 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. 


        5.9   Distributions Following Participant Death. 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 beneficiary shall receive any benefit payments in accordance with the Deferred Compensation Agreement. If a Participant dies 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 



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Participant's
Interest Account shall be updated with a monthly rate of interest equal to the Account Accumulation Rate. 


        5.10 Disability Benefit. If a Participant terminates employment with the Company prior to attaining age 65 due to a
disability, the Participant may apply to the Committee to have his or her account distributed in monthly installments over a 15-year period commencing on the first day of the month
following the month in which the Committee approves such request. The Committee may, in its sole discretion, approve or deny any such request. 


        5.11 Recipients 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 representatives of 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   Employment Not Guaranteed by Plan. This Plan is not intended to and does not create a contract of employment in any
manner. Employment with the Company is at will, which means that either the employee or the Company may end the employment relationship at any time and for any reason. Nothing in this Plan changes or
should be construed as changing that at-will relationship. 


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


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


        6.5   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 may 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.     No Reduction in Pension Benefit. To compensate a Participant for any reduction in pension benefits under the Pension Plan
which may result from a Participant's deferring Compensation under this Plan, the Company shall pay to the Participant an amount equal to the reduction in pension benefits in accordance with the
Company's Supplemental Pension Plan. 


        8.     Amendment and Termination. The Company, acting through its Board of Directors or any committee of the Board, 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. 


        9.     Unsecured General Creditor. Except as provided in Section 10, 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 


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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. 


        10.   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, in addition to any contributions of stock made with respect to Stock Units pursuant to Subsection 4.4(d), 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 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. 


        11.   Claims Procedure. 



        11.1 In General. Claims for benefits under the Plan, other than claims for disability benefits under Section 5.10,
shall be filed in writing, within 90 days after the event giving rise to a claim, with the Company's 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 the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant
believes relevant to the claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be
furnished to the Participant within 90 days after the application is filed. This 90-day period may be extended an additional 90 days for special circumstances by the
Compensation Manager, in his or her sole discretion, by providing written notice of the extension to the claimant prior to the expiration of the original 90-day period. If the claim is
denied, the Manager shall notify the claimant in writing. This written notice shall: 



	•
	state
the specific reasons for the denial,



	•
	refer
to the provisions of the Plan on which the determination is based,



	•
	describe
any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,



	•
	explain
how the claimant may submit the claim for review and state applicable time limits, and



	•
	state
the claimant's right to bring an action under section 502(a) of ERISA following an adverse determination on review. 




        11.2 Disability Claims. Claims for disability benefits under Section 5.10 of the Plan shall be filed in writing,
within 90 days after the event giving rise to a claim, with the Company's 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 the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the
claim and copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant
within 45 days after the application is filed. This 45-day period may be extended for up to two additional 30-day periods by the Compensation Manager, in his or her sole
discretion, in each case for reasons beyond the Plan's control and by providing written notice 



10





 

of
the extension to the claimant prior to the expiration of the current period. If additional information is needed from the Participant in order to make a decision on the claim, the Manager will
notify the Participant of the information needed and the Participant will have 45 days to provide the requested information. If the claim is denied, the Manager shall notify the claimant in
writing. This written notice shall: 



	•
	state
the specific reasons for the denial,



	•
	refer
to the provisions of the Plan on which the determination is based,



	•
	describe
any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,



	•
	explain
how the claimant may submit the claim for review and state applicable time limits,



	•
	if
an internal rule or guideline was relied upon, state that an internal rule or guideline was relied upon and that a copy of the rule or guideline will be provided at no
charge upon request,



	•
	if
the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the terms of
the plan to the claimant's circumstances, will be provided at no charge upon request, and



	•
	state
the claimant's right to bring an action under section 502(a) of ERISA following an adverse determination on review. 





        12.   Claims Review Procedure. 



        12.1 In General. Any Participant, former Participant, or Beneficiary of either, who has been denied a benefit claim, other
than a claim for disability benefits under Section 5.10 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and
to a review of his or her denied claim. A request for review, together with a written statement of the claimant's position and any other comments, documents, records or information that the claimant
believes relevant to his or her claim, shall be filed no later than 60 days after receipt of the written notification provided for in Section 11.1, and shall be filed with the Company's
Compensation Manager. The Manager shall promptly inform the Company's senior human resources officer, who shall be the named fiduciary of the Plan for purposes of claim review. The senior human
resources officer shall make his or her decision, in writing, within 60 days after receipt of the claimant's request for review. This 60-day period may be extended an additional
60 days if, in the senior human resources officer's sole discretion, special circumstances warrant the extension and if the senior human resources officer provides written notice of the
extension to the claimant prior to the expiration of the original 60-day period. The written decision shall be final and binding on all parties and shall: 



	•
	state
the facts and specific reasons for the decision,



	•
	refer
to the Plan provisions upon which the decision is based,



	•
	state
that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to
the claim, and



	•
	state
the claimant's right to bring an action under section 502(a) of ERISA. 




        12.2 Disability Claims. Any Participant, former Participant, or Beneficiary of either, who has been denied a claim for
Disability benefits under Section 5.10 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and to a review of his
or her denied claim. A request for review, together with a written statement of the 



11





 

claimant's
position and any other comments, documents, records or information that the claimant believes relevant to his or her claim, shall be filed with the Company's Compensation Manager no later
than 180 days after receipt of the written notification provided for in Section 11.2. The Manager shall promptly inform the Company's senior human resources officer, who shall be the
named fiduciary of the Plan for purposes of claim review. The senior human resources officer shall make his or her decision, in writing, within 45 days after receiving the claimant's request
for review. This 45-day period may be extended an additional 45 days if special circumstances warrant the extension and if the senior human resources officer provides written notice
of the extension to the claimant prior to the expiration of the original 45-day period. The written decision shall be final and binding on all parties and shall: 



	•
	state
the facts and specific reasons for the decision,



	•
	refer
to the Plan provisions upon which the decision is based,



	•
	state
that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information relevant to
the claim,



	•
	indicate
whether any rule, guideline, protocol or criterion was relied on in the decision and, if so, that a copy of such rule, guideline, protocol or criterion will be
provided at no charge upon request,



	•
	if
the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the terms of
the plan to the claimant's circumstances, will be provided at no charge upon request, and



	•
	state
the claimant's right to bring an action under section 502(a) of ERISA. 




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Exhibit 10.19


BOISE CASCADE CORPORATION 1995 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN (As Amended Through September 26, 2003)