Exhibit 10.25


BOISE CASCADE HOLDINGS, L.L.C.


DIRECTORS DEFERRED COMPENSATION PLAN


(Effective January 1, 2006)













BOISE CASCADE HOLDINGS, L.L.C.


DIRECTORS DEFERRED COMPENSATION PLAN


1.             Purpose
of the Plan.  The purpose of the
Boise Cascade Holdings, L.L.C. Directors Deferred Compensation Plan (the “Plan”)
is to further the growth and development of Boise Cascade Holdings, L.L.C. (the
“Company”) by providing directors the opportunity to defer a portion of their
cash compensation.  The Plan is an
unfunded plan.


2.             Definitions.


2.1           Board.  The Board of Directors of Boise Cascade
Holdings, L.L.C.


2.2           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.  Compensation shall not include any taxable
income realized by, or payments made to, a director as a result of the grant,
exercise, or payment of any equity award issued by the Company or any
subsidiary or affiliate or as a result of the disposition of such equity award,
unless the Board determines that the award shall be included in Compensation
for purposes of this Plan.


2.3           Deferral
Election.  A Participant’s election
to defer all or part of his or her Compensation.


2.4           Deferred
Account.  The record maintained by
the Company for each Participant of the cumulative amount of Compensation
deferred pursuant to this Plan and imputed interest, gains or losses on those
amounts accrued as provided in Section 4.6.


2.5           Deferred
Compensation Agreement. 
Collectively, a Participant’s Deferral Election and Distribution
Election.


2.6           Director.  For purposes of this Plan, an individual who
is a member of the Board and who receives a cash retainer and meeting fees in
connection with the performance of services as a member of the Board.


2.7           Distribution
Election.  A Participant’s election
of the method and timing of distribution of his or her Deferred Account.


2.8           Investment
Account.  Any of the accounts
identified by the Board 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.



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


2.10         Termination.  The Participant’s ceasing to be a member of
the board of directors of the Company for any reason whatsoever, whether
voluntarily or involuntarily.


3.             Administration
and Interpretation.  The Board 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 Board may also
adopt any rules it deems necessary to administer the Plan.  The Board may delegate its administration
responsibilities to any committee of the Board, and if the Board does so,
references to the Board in this Plan shall be deemed to be references to the
designated committee.  The Board’s responsibilities
for day-to-day administration and interpretation of the Plan shall be exercised
by employees of the Company or a subsidiary who have been assigned those
responsibilities by management.  Any
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 Board with respect to those responsibilities, unless limited in
writing by the Board.  Claims for
benefits under the Plan and appeals of claim denials shall be in accordance
with Sections 9 and 10.


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, or (b) prior to January 1 of
the calendar year for which the Deferred Compensation Agreement will be
effective.


4.2           Deferral
Election.  When a Director first
becomes eligible to participate, he or she shall have the opportunity to make a
Deferral Election which shall apply to Compensation earned beginning the first
calendar quarter after such election is made. 
Each year thereafter, the Director shall have the opportunity to make a
Deferral Election with respect to his or her Compensation earned in the
following calendar year.  Deferral
Elections shall be made either by submission of a written Deferral Election
Form in substantially the form provided in Appendix A or by completion of an
online enrollment process, as designated by the Company.  The Compensation otherwise earned by a
Participant during the calendar year beginning after receipt of the Participant’s
Deferral Election shall be reduced by the amount elected to be deferred.  Deferral Elections are irrevocable except as otherwise
provided in this Plan.


4.3           Change
of Deferral Election.  A Participant
who wishes to change an election to defer Compensation for a future year may do
so at any time by submitting



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a new Deferral Election prior to January 1 of the year
for which the change in election is to be effective.


4.4           Distribution
Election.  At the time a Participant
first elects to defer Compensation under Section 4.2, he or she must elect a
distribution option for his or her Deferred Account either by submission of a
written Distribution Election Form in substantially the form provided in
Appendix A or by completion of an online enrollment process, as designated by
the Company.  Distribution Elections are
irrevocable except as otherwise provided in this Plan.


4.5           Change
of Distribution Election.  A Participant
may request, in writing, a change of his or her Distribution Election at any
time.  The new election (a) must be
one of the distribution options available at the time the original Distribution
Election was made, (b) must defer commencement of distribution for at
least 5 years from the date distribution would have commenced under the
original Distribution Election, and (c) must be received by the Board at
least 12 months prior to the commencement of distribution of the
Participant’s Deferred Account under the original Distribution Election.  The Board shall approve the request if it
meets the requirements of this section. 
Approved requests shall not take effect until 12 months after the date
the request was submitted.


4.6           Deferred
Account Allocations and Adjustments. 
The Company shall maintain a record of each Participant’s Deferred Account
balance, including deferrals and adjustments. 
Each Participant’s Deferred Account shall be adjusted on a monthly basis
to reflect the imputed interest, gains or losses attributable to the applicable
Investment Account(s).  Imputed interest
will be credited to a Participant’s account on the last day of each month.  Computation of the imputed interest, gains or
losses with respect to any Investment Account shall be at the Company’s sole
discretion.


4.7           Investment
Accounts.  If the only Investment
Account offered is the Stable Value Account, Participants’ deferrals will be
automatically allocated to the Stable Value Account.  If more than one Investment Account is
offered, the following terms apply:


4.7.1        Each
Participant must allocate his or her current deferrals of Compensation to one or
more of the offered Investment Accounts, either by submission of a written
allocation form or by completion of an online allocation process, as designated
by the Company and subject to any restrictions established by the Company.


4.7.2        Participants
who are active Directors may from time to time change the allocation of prospective
deferrals to or from any Investment Account on any business day, with any
change effective as of the first calendar quarter beginning after the date of
the change.



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4.7.3        Participants
who are active Directors may move 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.


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


4.7.5        After
Termination, a Participant may not change the allocation of his or her Deferred
Account among Investment Accounts.


5.             Distributions.


5.1           Distributions
in General.  The Company shall
distribute a Participant’s Deferred Account balance according to the
Participant’s Distribution Election, except as otherwise provided in this
Section 5.


5.2           Interest,
Gains and Losses after Termination.  Unpaid
balances shall continue to be credited with imputed interest, gains or losses
based on the applicable Investment Account prospectively from the date of
Termination until such amounts are distributed from the Plan.


5.3           Hardship
Distribution.  If serious and
unanticipated financial hardship occurs, a Participant may request a lump-sum
distribution of an amount sufficient to satisfy the hardship plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution,
after taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the liquidation of such
assets would not itself cause severe financial hardship).  The Participant shall document, to the Board’s
satisfaction, that distribution of his or her account is necessary to satisfy a
severe financial hardship to the Participant resulting from an unforeseeable
emergency, as defined in section 409A of the Code and the regulations
thereunder, including an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in section 152(a) of the Code)
of the Participant; loss of the Participant’s property due to casualty; or
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.  A hardship distribution must be on account of
an unanticipated, immediate, and serious financial need arising from an
unforeseeable emergency, and the Participant must 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 Board may, in its sole discretion, terminate the Participant’s involvement
in the Plan and direct the distribution of all or a portion of the Participant’s
account balance in a lump sum, to the extent necessary to satisfy the financial
need.  The Participant shall sign all
documentation requested by the Board relating to the distribution.  Any Participant whose participation in the
Plan terminates under this Section shall not be eligible to participate in any
nonqualified deferred compensation



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plan
maintained by the Company or any subsidiary for a period of 12 months
following the date of the distribution.


5.4           Small
Account Distributions.  If a
Participant’s Deferred Account balance is less than $10,000 on the date of
Termination, the Company shall promptly distribute the entire Deferred Account
balance in a lump sum to the Participant, regardless of the Participant’s Distribution
Election, and the Participant shall have no further rights or benefits under
this Plan.


5.5           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 beneficiary designation in the form and
manner prescribed by the Board.  A
Participant may change his or her beneficiary at any time by filing a new
beneficiary designation in the form and manner prescribed by the Board.  If a Participant dies either before benefit
payments have commenced under this Plan or after 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 Participant’s Distribution Election. 
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 5.5.


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           Form
of Communication.  Deferral Elections
and Distribution Elections shall be made as provided in Sections 4.1 through
4.5.  Beneficiary designations shall be
made as provided in Section 5.5.  Any other
application, claim, notice, or other communication required or permitted to be
made by a Participant to the Board or the Company shall be made in writing and
in such form as the Board or Company may prescribe.  Such communication shall be effective upon
receipt by the Company’s corporate secretary at P.O. Box 50, Boise,
Idaho 83728.


6.4           Service
Providers.  The Company may, in its
sole discretion, retain one or more independent entities to provide services to
the Company in connection with the operation and administration of the
Plan.  Except as specifically delegated
or assigned to any such entity in writing, the Board shall retain all
discretionary authority under this Plan. 
No Participant or other person shall be a third party beneficiary with respect
to, or have any rights or recourse under, any contractual arrangement between
the Board, the Company or the Company’s subsidiary or affiliate and any such
service provider.



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7.             Amendment
and Termination.  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.


8.             Unsecured
General Creditor.  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.             Claims Procedure.
 Claims for benefits under the Plan shall
be filed in writing with the Company’s corporate secretary, who shall forward
such claims to Boise Cascade, L.L.C.’s compensation manager.  The compensation manager shall have
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 Board.  The claim
shall include a statement of all facts the claimant believes relevant to the
claim and copies of all documents, materials, or other evidence that the claimant
believes relevant to the claim.  Written
notice of the disposition of a claim shall be furnished to the claimant within
90 days after the application is filed. 
This 90-day period may be extended an additional 90 days 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.


10.           Claims Review
Procedure.  Any claimant who has been
denied a benefit claim shall be entitled, upon written request to the Board, to
a review of the 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 with the Board no later
than 60 days after receipt of the written notification provided pursuant
to Section 9.  The Board shall make its 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 the Board 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.


11.           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 9 and
10.  Any such lawsuit must be initiated
no later than the earlier of (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 10. 
Any legal action involving benefits claimed or legal obligations
relating to or arising



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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 Delaware shall apply.


12.           Effective
Date of Plan.  This Plan shall become
effective as of January 1, 2006.



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EXHIBIT A


INVESTMENT ACCOUNTS


Stable
Value Account. 
Deferred Accounts allocated to this account shall be credited with
imputed interest according to the regular method and rate established for the
Stable Value Account under the Boise Cascade, L.L.C. Deferred Compensation Plan
or any successor to that plan (the “Employee Plan”), without taking into
account any changes to that method or rate caused by an event other than
amendment of the Employee Plan (e.g., reduction in the rate due to a
participant’s termination of employment or other event, such as a change in
control).  If at any time the Employee
Plan ceases to have an investment account designated as a Stable Value Account,
the Board shall designate the method and rate for calculating imputed interest
under this account.


Note:  As
of October 31, 2006, the interest crediting rate under the Stable Value Account
of the Employee Plan is Moody’s times 130%. 
The Company shall inform Participants if the rate under the Employee
Plan changes at any time.



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APPENDIX A


Boise Cascade Holdings, L.L.C.


Form of Deferral Election Form


This form
constitutes my election to participate in the Boise Cascade Holdings, L.L.C.
Directors Deferred Compensation Plan, subject to the provisions of that
plan.  I agree that my request to defer
cash compensation into the plan is irrevocable by me for compensation to be
earned in 200   , except as provided in the plan.


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


	
   

  	
   

  	
  200    ELECTIONS

  	
   

  	
  NEW

  200   ELECTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Directors Deferred
  Compensation Plan*

  	
   

  	
  —

  	
  %

  	
  —

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  —

  	
  %

  	
  —

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  



 






*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.


	
  Signed:

  	
   

  	 

	
   

  	 

	
   

  	 

	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	 

	
   

  	 

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

  	 

	
   

  	 

	
  Karen E. Gowland

  	 

	
  Corporate
  Secretary

  	 

	
  Boise Cascade
  Holdings, L.L.C.

  	 

	
  P.O. Box 50

  	 

	
  Boise, ID 83728

  	 

	
  FAX:
  208/384-6566

  	 

							



 



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Boise Cascade Holdings, L.L.C.


Form of Distribution Election Form


THIS
DISTRIBUTION ELECTION applies to my Deferred Account balance under the Boise
Cascade Holdings, L.L.C. Directors Deferred Compensation Plan (the “Plan”),
which is incorporated into this Agreement. 
I understand that this election is irrevocable except as provided in the
Plan.


I elect the
following form of distribution of my Deferred
Account balance:


o  Lump-sum
payment.


o  Annual
installment payments (in approximately equal amounts) over a period of (choose
one of the following):


	
  o  2
  years

  	
   

  	
  o 3 years

  



 


I elect the
following distribution beginning date:


o  January
1 of the year following Termination of service as a director.


o  The
later of age 55 or Termination of service as a director.


o  The
later of age 65 or Termination of service as a director.


o  The
later of age 70 or Termination of service as a director.


If I die before distributions from the Plan begin, the Company will
pay my designated beneficiary the Deferred Account balance as:


o  Lump-sum
payment.


o  Annual
installment payments (in approximately equal amounts) over a period of (choose
one of the following):


	
  o  2
  years 

  	
   

  	
  o 3 years

  



 


If I choose
installment payments and I die after installment
payments have begun, the Company will pay my designated beneficiary:


o  Lump
sum of the remaining Deferred Account balance.


o  The
remaining installment payments.


	
  Signed:

  	
   

  
	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 



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