**Exhibit10.1**

CASCADECORPORATION

STOCK APPRECIATION RIGHTS AND RESTRICTED STOCK PLAN

(As amended and restated effective June 5, 2007)

1.             **Purposes**.

This Plan is intended toenable Cascade Corporation (the “Corporation”) to recognize the contributionof  executives of the Corporation and itssubsidiaries to the Corporation’s success, to provide them incentives to enhance the Corporation’s businessprospects and to recognize their role and that of the Board of Directors (the “Board”)in increasing value over the long term.

2.             **Effective Date and Duration of Plan**.

(a)           Effective Date.This amended and restated Plan shall become effective upon approval by theshareholders of the Corporation

(b)           Duration. Nostock appreciation rights (“Rights”) or restricted shares of CascadeCorporation common stock (“Restricted Shares”) may be granted under the Planafter May 31, 2013.  However, the Planshall continue in effect until all rights issued under the Plan have been exercisedor have expired. The Board may suspend or terminate the Plan at any time,except with respect to outstanding Rights and Restricted Shares.  Termination shall not affect any outstanding  Rights or Restricted Shares, or theforfeitability of Rights or Restricted Shares granted under the Plan.

3.**             Administration**.

The Plan shall beadministered by the Compensation Committee of the Board (the “Committee”). TheCommittee shall have full power and authority, subject to the provisions of thePlan, to:

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(a)           Designate employeeparticipants;

(b)           Determinethe amount and other terms and conditions of Rights to employees, suchdeterminations to be subject to Board approval in the case of grants toofficers of the Corporation.

(c)           Determinethe amount, conditions and restrictions for grants of Restricted Shares, whichmay be based upon continuous service with the Company or the attainment ofcertain performance goals, such determinations to be subject to Board approvalin the case of grants to officers of the Corporation, and those terms andconditions of Restricted Share grants to non-employee members of the Board ofDirectors which are not stated in Section 11 of the Plan.

(d)           Adoptand amend rules and regulations relating to administration of the Plan, advancethe lapse of any waiting period, accelerate any exercise date,  and make all other determinations in thejudgment of the Committee necessary or desirable for the  administration of the Plan.

Decisions of theCommittee as to interpretation of, any Rights or Restricted Shares grantedpursuant to, the Plan and any related agreement shall be final. The Committeein its sole discretion may correct any defect or supply any omission orreconcile any inconsistency in the Plan or in any related agreement.

4.             **Eligibility**.

The Committee may fromtime to time grant Rights  (“Rights”) orRestricted Shares to such key executive employees of the Corporation (“Participants”)or of any subsidiary as the Committee may deem eligible.

5.             **Rights / Share Limitation**

(a)           A Right is a rightgranted under the Plan which enables the holder to receive at the time ofexercise an amount, payable solely in the form of Cascade Corporation commonshares valued at Fair Market Value, equal to the difference between the FairMarket Value of a single common share of Cascade Corporation stock and the BasePrice of a single common share of Cascade Corporation stock.

(b)           In no event shall morethan 750,000 Cascade Corporation common shares, as adjusted by the Committee toreflect proportionately any 

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recapitalization, reclassification, stock split,combination of shares, or dividend payable in shares in connection with CascadeCorporation common shares be issued pursuant to the Plan.

(c)           In no event shall morethan 100,000 Cascade Corporation shares, as adjusted by the Committee toreflect proportionately any recapitalization, reclassification, stock split,combination of shares, or dividend payable in shares in connection with CascadeCorporation common shares, be issued to any one individual pursuant to theexercise of Rights granted to such individual under the Plan in a single fiscalyear.

6.             **Required Terms and Conditionsof Rights**.

The Committee may grantRights under the Plan, subject to such rules, terms, and conditions as theCommittee prescribes in accordance with the provisions of the Plan, includingthe following:

(a)           Base Price.   The Base Price of each Right shall beestablished by the Committee and may not be less than the Fair Market Value ofa common share of Cascade Corporation common stock on the date the grant ismade.

(b)           Fair Market Value.     The Fair Market Value of a common share ofCascade Corporation common stock means the closing price quoted on the New YorkStock  Exchange, or if the shares did nottrade that date, on the last prior date on which the shares were traded.

(c)           Maximum Term ofRight.  A Right shall be exercisableduring such period of time as the Committee may specify, provided that no Rightshall be exercisable after the expiration of 10 years from the date on which itis granted.

(d)           Installment ExerciseLimitations.       Each grant ofRights shall generally become exercisable in equal cumulative annualinstallments over such period as the Committee may establish, except to theextent that other terms of exercise are specifically provided by other terms ofthe Plan.  The Committee shall havediscretion to establish vesting periods and limitations on amounts to berealized upon exercise in connection with grants it may make.

(e)           Termination ofEmployment.

        (i)     *Death.*    If a Participant dies whileentitled to exercise Rights granted under this Plan, such Rights may beexercised for a period of one year after the Participant’s death.  Rights 

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not exercisable at the time of death, and Rights notexercised during the period provided by this subparagraph, will expire.  In the event of a Participant’s death,  Rights exercisable as of the date of theParticipant’s death may be exercised by such beneficiary as the Participant mayhave designated in writing in a manner determined by the Committee.  In the absence of such a designation, theParticipant’s estate shall have the right to exercise such Rights.

(ii)            *Retirement.*  If a Participant terminates employment afterage 62 under circumstances which the Committee in its sole discretion deemsequivalent to retirement, any Rights the Participant was entitled to exerciseat the date of retirement may be exercised for a period of one year followingretirement.  Rights not exercisable atthe time of retirement, and Rights not exercised during the period provided bythis subparagraph, will expire. The provisions of this subparagraph (ii) shallapply also to retirements due to physical or mental disability which theCommittee determines is of such a nature as to prevent further performance ofjob duties.   Should a retiredParticipant die while entitled to exercise Rights, the provisions ofsubparagraph (i) above shall apply to the exercise of  such Rights, which may be exercised for aperiod of one year following the Participant’s death.

(iii)           *OtherTermination of Employment – Not For Cause.*   Should   aParticipant cease to be employed by the Corporation or its subsidiaries forreasons other than Death or Retirement, any Rights the Participant was entitledto exercise at the date of termination may be exercised for a period of 90 daysfollowing termination or, if longer, until 30 days have elapsed following thepublic dissemination of the Corporation’s financial results for the firstfiscal period ending after the termination of the Participant’s employment.  Rights not exercisable at the time oftermination, and Rights not exercised during such 90-day or extended period,shall expire.  Should a terminatedParticipant die while entitled to exercise Rights, the provisions ofsubparagraph (i) above shall apply to the exercise of such Rights, which may beexercised for a period of one year following the Participant’s death.  The rights granted by this subparagraph (iii)shall not apply to a Participant who is terminated for Cause, or whom theCommittee determines in its sole discretion has entered into competition withthe Corporation.

(iv)          *Termination for Cause*.     Participants whose employment isterminated for (A) willful failure to perform reasonable directives of theCorporation’s  management; (B) use ofalcohol or illegal drugs which interferes with the Participant’s performance of

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dutiesin the judgment of the Corporation’s management; (C) dishonesty affecting theCorporation or any related entity or conviction of a felony or any crimeinvolving fraud or misrepresentation;  (D) gross negligence or willful misconduct resulting in substantial lossto the Corporation, damage to the Corporation’s reputation, or theft,embezzlement or similar loss to the Corporation; or (E) other conduct which the Committee inits sole discretion determines sufficiently harmful to the interests of theCorporation to constitute cause for termination shall forfeit all outstandingRights awarded under this Plan.

          (f)            Acceleration of Vesting.  The Committee shall have discretion toprovide in an individual Participant’s grant agreement for the exercise of all or a portion of Rightsgranted to the Participant which would not otherwise be exercisable, in theevent of the Participant’s Death or Retirement.

(g)           Exercise*.*

(i)            Subject tosubparagraph (v) of this paragraph (g), the Committee shall establish the timeor times for exercise of Rights.

(ii)           Each Right shallentitle   the holder, upon exercise, toreceive from the Corporation an amount equal in value to the excess of the FairMarket Value on the date of exercise of one Right over its Base Price.  Such amount shall be payable solely in theform of Cascade Corporation common shares valued at Fair Market Value.  No Right shall be   exercisable at a time that the amount determinedunder this Subsection is negative. No fractional shares shall be issued aspayment hereunder.

(iv)          The Corporation shallmake no payment hereunder prior to taking steps necessary to assure that itwill receive from a participant who has exercised a Right amounts necessary tosatisfy any applicable federal, state or local tax withholding requirements,including social security and other normal withholdings.

(v)           Rights may be exercisedonly during the 30-day period following the third business day after publicdissemination of the Corporation’s financial results for any fiscal quarter orfor its fiscal year.

          (h)           Non-Transferability.   During a Participant’s lifetime, Rightsshall be exercisable only by the Participant, the Participant’s payee pursuant toa valid order by a domestic relations court with jurisdiction, or by 

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a legally designated guardian or conservator.  With the Committee’s prior consent, aParticipant may transfer Rights to a trust for his or her benefit establishedfor estate planning purposes.

**7.****             RequiredTerms and Conditions ofRestricted Stock Awards**

The Committee may awardshares of Cascade common stock to Participants, which shares shall be subjectto such terms and conditions as the Committee may prescribe, including thefollowing:

(a)           Employment Requirement.  A recipient of a grant of Restricted Sharesmust remain in the employment of the Corporation during a period designated bythe Committee (“Restriction Period”) in order to retain the shares under theGrant.  If the recipient ceases to beemployed by the Corporation during the Restriction Period, the Restricted Sharegrant shall terminate and the shares of Common Stock shall be immediatelyreturned to the Corporation; however, the Committee may, at the time of grant,provide for the employment restriction to lapse with respect to a portion orportions of the Grant of Restricted Shares at different times during theRestriction Period.  The Committee shallhave discretion to provide for such exceptions to, or waivers of, the employmentrestriction as it may deem appropriate.

(b)           Lapse ofRestrictions.         Allrestrictions imposed under the Restricted Share grant shall lapse when therestriction period expires if the employment requirement above and any otherrestrictions or performance goals have been met.  The recipient shall then be entitled tocertificates representing shares as to which the restriction has expired, withrestrictive legends placed pursuant to this Plan removed.

(c)           Dividends.             Any dividendsdeclared on the Restricted Shares during the Restriction Period shall be paidto the recipient.

8**.****             Changes in CapitalStructure, Mergers, Etc.**.

                (a)           *Change in CapitalStructure.**          *Ifthe outstanding shares of Common Stock of the Corporation are hereafterincreased, decreased or changed into or exchanged for a different number orkind of shares of the Corporation or of another corporation by reason of anyrecapitalization, reclassification, stock split, combination of shares ordividend payable in shares, the Committee shall make appropriate adjustments inthe price and number of outstanding Rights or portions thereof thenunexercised, so that the participant’s proportionate interest before and afterthe occurrence of the event is maintained; provided, 

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however, that this Section 8(a) shall not apply withrespect to transactions referred to in Section 8(b).  Any such adjustment made by the Committeeshall be conclusive.

(b)**Reorganizationor Liquidation.

(i)                *Cash, Stock or Other Property for Stock*. Except as providedin Section 8(b)(ii), upon a merger, consolidation, reorganization, plan ofexchange or liquidation involving the Corporation, as a result of which theshareholders of the Corporation receive cash, stock or other property inexchange for or in connection with their Common Stock (any such transaction tobe referred to in this Section 8 as an “Accelerating Event”), any Right grantedhereunder shall terminate, except as specified in the first sentence of Section8(b)(ii), but the employee shall have the right during the 30-day periodimmediately prior to any such Accelerating Event to elect to exercise Rightsawarded him or her,  in whole or in part,without any limitation on exercisability; provided, however, that such exerciseshall be deemed to occur immediately prior to such Accelerating Event and shallbe contingent upon the occurrence of such Accelerating Event.

(ii)         *Stock forStock*. If the shareholders of the Corporation receive capital stockof another Corporation (“Exchange Stock”) in exchange for their Common Stock inany transaction involving a merger, consolidation, reorganization, or plan ofexchange, all Rights granted hereunder shall be converted into stockappreciation rights and awards measured by the Exchange Stock, unless theCommittee, in its sole discretion, determines that any or all such Rights shallnot be converted, but instead shall terminate in accordance with the provisionsof Section 8(b)(i) The amount and price of converted Rights shall be determinedby adjusting the amount and price of the Rights or other awards grantedhereunder to take into account the relative values of the Exchange Stock andCorporation’s common shares in the transaction.

(iii)        *Mergers,Acquisitions, Etc.  *TheCommittee may also grant  Rights withterms, conditions and provisions that vary from those specified in the Planif  such awards are granted insubstitution for, or in connection with the assumption of, stock appreciationrights awarded by another Corporation and assumed or otherwise agreed to beprovided 

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for by the Corporationpursuant to or by reason of a transaction involving a corporate merger,consolidation, acquisition of property or stock, separation, reorganization orliquidation to which the Corporation or a parent or subsidiary Corporation ofthe Corporation is a party.

9.**             Amendment of Plan**.

The Board may modify oramend the Plan in such respects as it deems advisable but no such amendment may(a)  increase the number of shares available under the Plan (other than anincrease solely to reflect a reorganization, recapitalization, stock spit,stock dividend, combination of shares, merger, consolidation or any otherchange in corporate structure of the Corporation affecting the Common Stock, orany distribution to shareholders other than a cash dividend); (b) change the typesof awards available under the Plan; (c) extend the term of the Plan; or (d)constitute a “material revision” to the Plan or other modification requiringstockholder approval pursuant to the New York Stock Exchange CorporateGovernance Listing Standards.  No change in an award already granted shallbe made without the written consent of the holder of such award.

10.           **Employment and Service Rights**.

Nothing in the Plan orany award pursuant to the Plan shall (a) confer upon any employee any right tobe continued in the employment of the Corporation or any parent or subsidiaryCorporation of the Corporation or interfere in any way with the right of theCorporation or any subsidiary of the Corporation by whom such employee isemployed to terminate such employee’s employment at any time, for any reason,with or without cause, or increase or decrease such employee’s compensation orbenefits; or (b) confer upon any person engaged by the Corporation or anyparent or subsidiary Corporation of the Corporation any right to be retained oremployed by the Corporation or any parent or subsidiary Corporation of theCorporation or to the continuation, extension, renewal, or modification of anycompensation, contract, or arrangement with or by the Corporation or any subsidiaryof the Corporation.

11.           **Participation****byDirectors**

Commencing June 5, 2007,after every annual meeting of the 

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shareholders, each non-employee director of theCorporation shall be awarded a number of Restricted Shares which most nearlytotals $60,000  in value, based upon theclosing price of the Corporation’s common shares quoted on the New York StockExchange on the business day  followingthe next  quarterly announcement of  the Corporation’s earnings.  (the “Valuation Date”)   No fractional shares shall be issued.Restricted Share Grants to  directorsshall be issued as of the Valuation Date and shall vest and become free of allrestrictions 25% after one year and 25% following each year of director servicethereafter. Such awards shall be subject to the provisions of this Plan in allother respects.  All Rights which mayhave been granted to a director prior to the effective date of this Plan asamended and restated shall be exercisable whether or not they would otherwisebe subject to exercise, and all restrictions applicable to grants of restrictedshares shall lapse, upon the director’s death or reaching of the mandatoryretirement age established for directors.

12.**           Rights as a Shareholder**.

(a)                                  *Recipients of Rights.*The recipient of any award  of Rights under the Plan shall have no rightsas a shareholder with respect to any Right, and except as otherwise expresslyprovided in the Plan, no adjustment shall be made for dividends or other rightsissued to shareholders.  Shares issuedpursuant to the exercise of Rights may bear such restrictions on sale or othertransfer as counsel to the Corporation may determine are required undersecurities or other applicable laws.

(b)                                 *Recipients of Restricted Shares.*       Recipients of awards of Restricted Stockshall be entitled to vote such shares on any issue presented to theshareholders for a vote.   Recipients ofawards of Restricted Stock shall not be entitled to sell or otherwise transfersuch shares except as permitted by the agreement evidencing the award.  Restricted Shares may bear such restrictionson sale or other transfer as counsel to the Corporation may determine arerequired under securities or other applicable laws.

13.           **Governing Law**.

The provisions of thisPlan shall be governed by and interpreted in accordance with the laws of theState of Oregon.

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