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Exhibit 10.24    
    


 
 

BOISE CASCADE CORPORATION
  
    2001 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
  
    (As Amended Through September 26, 2003)    



        1.     Purpose of the Plan. The purpose of the Boise Cascade Corporation 2001 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 all or a portion of their cash
compensation and thereby encourage their productive efforts on behalf of the Company. The Plan is an unfunded plan intended to provide Participants with an opportunity to supplement their retirement
income through deferral of current compensation. 


        2.     Definitions. 



        2.1   Change in Control. 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 2.1(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 




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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 2.1(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. 


        (e)   A
transaction described in Section 2.1(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.1(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. 


        (f)    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"). 


        (g)   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. 




        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 maintained by the Company for each Participant of the cumulative amount of
(a) account balances accumulated under other deferred compensation plans 



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or
programs of the Company which are merged into this Plan, as listed in Appendix A, (b) Compensation deferred pursuant to this Plan, plus (c) imputed gains or losses on those
amounts accrued as provided in Section 4.6. 


        2.5   Deferred Compensation Agreement. A written agreement between a Participant and the Company in substantially the form set
forth in Appendix B, whereby a Participant agrees to defer a portion 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. 


        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   Investment Account. Any of the notional accounts identified by the Company from time to time, described in
Exhibit A, to which Participants may allocate all or any portion of their Deferred Accounts for purposes of determining the gains or losses to be assigned to the Deferred Accounts. 


        2.9   Normal Retirement Date. The date specified in the Company's Bylaws for the retirement of any Director. 



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


        2.11 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 Deferral and Distribution Elections. 



        4.1   Execution of Agreement. A Director who wishes to participate in the Plan must execute a Deferred Compensation Agreement
either (a) for newly eligible individuals, within 30 days after first becoming eligible to participate in the Plan (to defer Compensation for the remainder of that calendar year and
subsequent years), or (b) prior to January 1 of the first calendar year for which the Deferred Compensation Agreement is to be effective. 


        4.2   Deferral Election. Each Director shall have the opportunity to elect the amount of his or her Compensation, to be earned
in calendar years subsequent to the date of election, which will be deferred in accordance with this Plan. The Compensation otherwise earned by a Participant during 



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each
calendar year beginning after the date of the deferral election shall be reduced by the amount elected to be deferred. Elections to defer Compensation are irrevocable except as otherwise provided
in this Plan. The amount of Compensation to be deferred will be specified in the Deferred Compensation Agreement. 


        4.3   Change of Deferral Election. 



        (a)   A
Participant who wishes to change an election to defer Compensation may do so at any time by notifying the Committee in writing prior to January 1 of the year
for which the change in election is to be effective. 


        (b)   A
Participant who wishes to change an election to defer Compensation after January 1 of any calendar year for which the change in election is to be effective must
submit a written request to the Committee to revoke his or her deferral election. The request must state why the Participant believes he or she should be permitted to revoke the prior election.
Requests will be reviewed as soon as administratively feasible and, if a change is permitted, the change will be effective for all remaining pay periods following the date of the determination. 




        4.4   Distribution Election. At the time a Director elects to defer Compensation under Section 4.2, he or she shall
elect a distribution option for the Compensation so deferred, including gains or losses thereon, as specified in the Deferred Compensation Agreement. The distribution election shall apply to all
amounts deferred under this Plan and amounts deferred under plans listed under Appendix A which have been merged into this Plan. Elections regarding distribution of Deferred Accounts under this
Plan are irrevocable except as otherwise provided in this Plan. 


        4.5   Change of Distribution Election. Participants who are active Directors may request, in writing, a change in their
distribution election. The changed distribution election must be one of the distribution options in the original Deferred Compensation Agreement. The Committee must receive the request prior to
November 30 of the year immediately preceding the year in which benefits are first scheduled to be paid. The request shall be approved or denied at the Committee's sole discretion. No change
will be permitted that would allow a payment to be made earlier than originally elected in the Deferred Compensation Agreement. 



        4.6   Deferred Account Allocations and Adjustments. The Company shall maintain a record of each Participant's Deferred Account
balance and allocations. Each Participant (a) must allocate his or her current deferrals of Compensation to one of the Investment Accounts, and (b) may, from time to time, choose to
change the allocations of his or her current deferrals of Compensation to a different Investment Account. 



        4.6.1   Each
Participant's Deferred Account shall be adjusted on a daily basis to reflect the gains or losses attributable to the notional Investment Account(s)
selected by the Participant. Computation of the gains or losses of the Investment Accounts shall be at the Company's sole discretion. 


        4.6.2   Participants
who are active Directors may change the allocation of future deferrals to or from any Investment Account on any business day, with any
change effective as of the first pay period beginning after the date of the change. 


        4.6.3   Participants
who are active Directors, may shift the allocation of all or any portion of their Deferred Account balance among any of the Investment
Accounts, other than the Stable Value Account, on any business day, with any change effective as of the next business day. 


        4.6.4   Deferred
Account balances allocated to the Stable Value Account may not be allocated to any other Investment Account. 




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        5.     Distributions. 



        5.1   Distributions in General. The Company shall distribute Participants' Deferred Accounts as elected by each Participant in
the applicable Deferred Compensation Agreement, except as otherwise provided in this Section 5. 


        5.2   Plan Benefits Upon Termination. 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 imputed interest 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 distribution, which are subject to approval by the Company, pursuant to Section 4.5. 


        5.3   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 his or her Deferred Account under the Plan. The amount of the payment shall be equal to
(a) the Participant's Deferred Account balance under the Plan as of the payment date, reduced by (b) an amount equal to 10% of the Deferred 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 payment shall be made within
30 days of the date on which the Committee received the request for the distribution. If a Participant makes a request under this provision, he or she 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 the request. 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 that 12-month period. 


        5.4   Distributions Following Participant Death; Designation of Beneficiary. The Company shall make all payments to the
Participant, if living. A Participant shall designate a beneficiary by filing a written notice of designation with the Company in such form as the Company may prescribe. If a Participant dies either
before benefit payments have commenced under this Plan or after his or her benefits have commenced but before his or her entire Deferred Account has been distributed, his or her designated beneficiary
shall receive any benefit payments in accordance with the Deferred Compensation Agreement. 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, as described in Section 5.4. 


        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 may prescribe. Such communication shall be 



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effective
upon receipt by the Company's Manager of Salaried and Executive Compensation 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 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 60 days after the event
giving rise to a claim, with the Company's Manager of Salaried and Executive Compensation (the "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 Committee. The claim shall include a statement of all relevant facts and copies of all documents,
materials, or other evidence that the claimant believes relevant to the claim. The Company shall notify the claimant in writing of the disposition of the claim within 60 days after the claim is
filed. The Manager, in his or her sole discretion, may extend this 60-day period an additional 60 days by providing written notice of the extension to the claimant before the
original 60-day period expires. If the claim is denied, the specific reasons for the 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 the claim for further 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 the denied claim. The request, together with a written statement of the claimant's position, must be filed no later than 60 days
after receiving the written notice of denial provided for in Section 10 with the Manager, who shall promptly inform the Committee. The Committee shall review the claim and notify the claimant,
in writing, of its decision within 60 days after receiving the request for review. The Committee, in its discretion, may extend this 60-day period an additional 60 days by
providing written notice of the extension to the claimant before the original 60-day period expires. The Committee's written decision shall state the facts and Plan provisions upon which
the decision is based and shall be final and binding on all parties. 


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        12.   Lawsuits, Jurisdiction, and Venue. No lawsuit claiming entitlement to benefits under this Plan may be filed prior to
exhausting the claims and claims review procedures described in Sections 10 and 11. Any such lawsuit must be initiated no later than (a) one year after the event(s) giving rise to the claim
occurred, or (b) 60 days after a final written decision was provided to the claimant under Section 11, whichever is sooner. Any legal action involving benefits claimed or legal
obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this
Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Idaho shall apply. 



        13.   Effective Date of Plan. This Plan shall become effective as of January 1, 2001. 


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EXHIBIT A
  
    INVESTMENT ACCOUNTS    




        1.     Stable Value Account. Deferred Accounts allocated to this account shall be credited, while the Participant is a Director
of the Company, with imputed interest equal to an annualized rate of interest equal to 130% of Moody's Composite Average of Yields on Corporate Bonds ("Moody's") as determined each month from Moody's
Bond Record (as 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 by the
Company, in its sole discretion. Moody's, for purposes of this Plan, shall be based for any given month on such published rate for the immediately preceding calendar month. 


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APPENDIX A
  List of Deferred Compensation Plans/Programs Merged into
  the 2001 Board of Directors Deferred Compensation Plan    
    



	•
	Boise
Cascade Corporation 1987 Board of Directors Deferred Compensation Plan



	•
	Boise
Cascade Corporation 1995 Board of Directors Deferred Compensation Plan



	•
	Boise
Cascade Office Products Corporation 1995 Board of Directors Deferred Compensation Plan



	•
	Boise
Cascade Office Products Corporation Board of Directors Deferred Compensation Plan 





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APPENDIX B
  Boise Cascade Corporation
  Form of Director Compensation Election Agreement    
    


        This agreement constitutes my election, if any, under Boise Cascade's Director Stock Compensation Plan and Director Deferred Compensation Plan and is subject to
the provisions of these plans. I agree that my requests to receive compensation in the form of a stock option and/or to defer cash compensation into the deferred compensation plan are irrevocable by
me for compensation to be earned in 200    . 


        I
wish to receive my cash compensation (retainer and meeting fees) as follows: 



	 
	 	200  ELECTIONS
	 	NEW

200  ELECTIONS
	 
	Deep Discount Stock Options under the Director Stock Compensation Plan	 	            	%	            	%
	Director Deferred Compensation Plan*	 	            	%	            	%
	Cash	 	            	%	            	%
	 	 	100	%	100	%






	*
	The
dollar value of the percent you defer must be at least $5,000 per year. Boise Cascade believes, but does not guarantee, that a deferral election made under the terms of the plan is
effective to defer the receipt of taxable income. You are advised to consult with your attorney or accountant regarding the federal and state tax law implications of this deferral. 







	Date:	 	 	 	Signed:	 	 
	 	 	 	
	 	 	 	
 Director






This form must be returned before December 31, 200  , to:


Karen
E. Gowland

Vice President and Corporate Secretary

Boise Cascade Corporation

P.O. Box 50

Boise, ID 83728-0001

FAX: 208/384-6566 


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Boise Cascade Corporation
  Form of Director Deferred Compensation Distribution Election Agreement    
    


        THIS AGREEMENT dated                        , is between BOISE
CASCADE CORPORATION ("the Company") and                        (the "Director"). Director is a Participant in the
Company's 2001 Board of Directors Deferred Compensation Plan (the "Plan"), which is incorporated into this Agreement. 


        The
Company and the Director agree to the following distribution of Director's account balance under the plan: 


Distribution Election


This election will apply to ALL your deferred compensation with Boise Cascade.


        1.     The
Director elects the following form of distribution of his or her Deferred Account balance: 



	 	        	 	A.	 	Lump-sum payment.
	 	        	 	B.	 	Quarterly installment payments (estimated to be level payments) over a period of            years (not to exceed 15 years).
	 	        	 	C.	 	As set forth in Exhibit A (alternative distribution plan not to exceed 15 years).





        2.     The
Director elects the following distribution beginning date: 



	 	        	 	A.	 	January 1 of the year following Termination.
	 	        	 	B.	 	The later of age 55 or Termination.
	 	        	 	C.	 	The later of age 65 or Termination.
	 	        	 	D.	 	The later of            (date) or his or her Normal Retirement Date.





        3.     If
the Director dies before his or her distributions from the Plan begin, the Company will pay the Director's designated
beneficiary the Deferred Account balance as a (choose one): 



	 	        	 	A.	 	Lump-sum payment.
	 	        	 	B.	 	Quarterly installment payments over a period of            years (not to exceed 15 years).
	 	        	 	C.	 	As set forth in Exhibit A (alternative distribution plan not to exceed 15 years).





        4.     If
the Director dies after installment payments have begun, the Company will pay the Director's designated beneficiary
(choose one): 



	 	        	 	A.	 	Lump sum of the remaining Deferred Account balance.
	 	        	 	B.	 	The remaining installment payments, if any.





        IN WITNESS WHEREOF, the parties have entered into this Agreement on the day first written above. 



	BOISE CASCADE CORPORATION	 	DIRECTOR
	

By	

 	
 	

By	

 
	 	
	 	 	





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Exhibit 10.24


BOISE CASCADE CORPORATION 2001 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN (As Amended Through September 26, 2003)

EXHIBIT A INVESTMENT ACCOUNTS

APPENDIX A List of Deferred Compensation Plans/Programs Merged into the 2001 Board of Directors Deferred Compensation Plan

APPENDIX B Boise Cascade Corporation Form of Director Compensation Election Agreement

Boise Cascade Corporation Form of Director Deferred Compensation Distribution Election Agreement