Exhibit 10.4

BOISE CASCADE CORPORATION    1982 EXECUTIVE OFFICER DEFERRED COMPENSATION PLAN    (As Amended Through September 26, 2003)

1.Purpose of the Plan. The purpose of the Boise Cascade Corporation 1982 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.

2.Definitions.



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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.

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 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.



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

4.Participant Compensation Deferral.



5.Payment of Deferred Amounts.



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A
Participant who terminates employment prior to attaining age 55, but who has completed 10 years of service, may elect, subject to approval by the Company, to commence receiving
an Early Benefit at any time between ages 55 and 65, in accordance with the provisions of this section. This election shall be in writing and submitted to the Committee prior to the end of the
calendar year preceding the year in which the Participant elects to commence receiving the Early Benefit.

The
provisions of this Section 5.3 shall apply to a Participant who is continuing to make contributions pursuant to Section 4.5, except that such Participant shall be
deemed for this purpose only to have terminated employment upon the expiration of the period of continued participation as determined in accordance with Section 4.5.

Notwithstanding
any provision in this Plan to the contrary, an Executive Officer or Beneficiary may request at any time a single lump-sum payment of his or her benefit
described under the Plan. 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 request for distribution
is received. The amount of the payment shall be equal to (i) the actuarial equivalent of the benefit described under Sections 5.1, 5.2, or 5.3 as determined by the same actuarial adjustment
used under the Pension Plan with respect to the determination of the amount payable as a lump-sum distribution, using the assumptions used for purposes of calculating such present values
under the Pension Plan and 120% of the applicable PBGC

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interest
rate (the "Plan Benefit"), and reduced by (ii) an amount equal to 10% of the Plan Benefit. This lump-sum payment shall be subject to withholding of federal, state, and
other taxes to the extent applicable. If a request is made under this provision, the Participant shall not be eligible to participate in any nonqualified deferred compensation plan maintained by the
Company, including this Plan, for a period of 12 months after such request is made. In addition, in such event any deferred compensation agreement pursuant to 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.



If
Termination of Employment occurs after 1 year of participation in the Plan, the benefits provided in Sections 5.1, 5.2, 5.3, and 5.7 shall be multiplied by a percentage
corresponding to the years of participation in the Plan, based on the following schedule:

Years of Participation

Percentage1 but less than 2

752 but less than 3

853 but less than 4

934 and Over

100




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6.Miscellaneous.



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 the same manner and at
the same time as such reduced benefits would have been paid under the 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

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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.Claims Procedure.





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10.Claims Review Procedure.





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