**Exhibit 10-8**

**Summary of Non-Employee Director and Named ExecutiveOfficer Compensation Arrangements**

**Director Compensation**

Thefollowing table sets forth current rates of cash compensation for non-employeedirectors. 
| Annual Retainer:                           |   |   |   |
|--------------------------------------------|--------|--------|--------|
| Chairman                                   |   | $      | 75,000 |   |
| Non-employee directors other than Chairman |   | 24,000 |   |
| Committee Chair  Annual Retainer(1):       |   |   |   |
| Audit Committee                            |   | 10,000 |   |
| Compensation Committee                     |   | 3,000  |   |
| Nominating and Governance Committee        |   | 3,000  |   |
| Board Meeting  Attendance Fee              |   | 1,000  |   |
| Committee Meeting Attendance  Fees(2)      |   | 1,000  |   |
|                                            |        |        |        |  |

 

(1) Effective May 1, 2005.

(2) Prior to March 1, 2005, the committee meetingattendance fee was $700. 

In addition to cash compensation, non-employeedirectors receive an annual award of 1,000 stock appreciation rights (SARS) (2,700if Proposal 2 contained in Cascade’s Proxy Statement for the 2005 AnnualMeeting of Shareholders is approved). Non-employee directors received an award of 5,000 SARS when the CascadeCorporation Stock Appreciation Rights Plan was approved at the 2004 AnnualMeeting of Shareholders.  Each newdirector that is elected by the shareholders will also receive an award of5,000 SARS.  SARS are granted at fairmarket value, become exercisable on an annual basis ratably over four years,and have a term of ten years.

Non-employee directors arealso reimbursed for travel and other expenses attendant to membership on theCascade board.

**Executive Compensation**

*BaseSalary.  *The following table sets forth the basesalaries of Cascade’s named executive officers (as defined in Item 402(a)(3) ofRegulation S-K) and their titles as of the date of filing of Cascade’s Form10-K for the fiscal year ended January 31, 2005 (“fiscal 2005”).  All of Cascade’s executive officers areat-will employees whose compensation and employment status may be changed atany time by the board of directors.  Base salary increases are determined annually by the board of directorsand become effective on February 1 of each year. 
| ** **                                                              | ** ** | **Fiscal 2005** | ** ** |
|-------------------------------------------------------------------------|------------|----------------------|------------|
| **Executive Officer and Position**                       | ** ** | ** **           | ** ** | **Salary** | ** ** |
| Robert C. Warren,  Jr., *President and Chief Executive Officer*         |       | $                    | 430,000    |   |
| Terry H. Cathey,*Senior Vice President and Chief Operating Officer*     |       | 250,000              |       |
| Richard S. Anderson,*Senior Vice President and Chief Financial Officer* |       | 250,000              |       |
| Gregory S.  Anderson,*Senior Vice President-Human Resources*            |       | 180,000              |       |
| Michael E. Kern,*Vice President-Marketing*                              |       | 145,000              |       |
| Charlie S.  Mitchelson,*Vice President and Managing Director, Europe*   |       | 160,000              |       |
| Jeffrey K.  Nickoloff,*Vice President-Corporate Manufacturing*          |       | 160,000              |       |
| Joseph G.  Pointer,*Vice President-Finance*                             |       | 180,000              |       |
| Anthony F. Spinelli,*Vice President-OEM Products*                       |       | 165,000              |       |
|                                                                         |            |                      |            |  |  |  |

 

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*AnnualIncentive*.   Executive officers are also eligible toreceive an incentive each year under an executive incentive plan approved byCascade’s board of directors.  Incentivesapproved for the named executive officers for fiscal 2005 are as shown in thefollowing table:
| **Executive Officer**                                                | ** ** | ** ** | ** ** | **Fiscal 2005 Incentive** | ** ** |
|---------------------------------------------------------------------------|------------|------------|------------|-------------------------------------|------------|
| Robert C. Warren,  Jr.,*President and Chief Executive Officer*            |       |       | $          | 600,000                             |       |   |
| Terry H. Cathey,*Senior Vice President and Chief Operating Officer*       |       |       | 300,000    |                                |       |
| Richard S.  Anderson,*Senior Vice President and Chief Financial  Officer* |       |       | 300,000    |                                |       |
| Gregory S.  Anderson,*Senior Vice President-Human Resources*              |       |       | 165,000    |                                |       |
| Michael E. Kern,*Vice President-Marketing*                                |       |       | 89,750     |                                |       |
| Charlie S.  Mitchelson,*Vice President and Managing Director,  Europe*    |       |       | 18,500     |                                |       |
| Jeffrey K.  Nickoloff,*Vice President-Corporate Manufacturing*            |       |       | 124,000    |                                |       |
| Joseph G.  Pointer, *Vice President-Finance*                              |       |       | 160,000    |                                |       |
| Anthony F. Spinelli, *Vice President-OEM Products*                        |       |       | 140,000    |                                |       |

 

Annual incentive payments to executive officers arestructured to encourage the building of shareholder value by maximizingCascade’s pretax income. For fiscal 2005, executives were eligible to receive aspecified percentage (depending on position) of pre-tax income beforenon-recurring income or expense items, incentive payments and certain otherexpenses (“IBT”) if IBT exceeded $17 million. The percentage of IBT each executive was entitled to receive increasedif IBT exceeded $22 million, and increased again if IBT exceeded $28 million.  Annual incentive payments were limited to amaximum of 100% to 150% of each executive’s base salary depending on theirposition. IBT for fiscal 2005 was $45.3 million, resulting in incentivepayments to executive officers equal to 100% of the maximum amount participantscould have received.  Certain executiveofficers receive annual incentive payments based upon one or more of thefollowing: sales levels, pre-tax operating income of the business units forwhich they were responsible and IBT of Cascade as a whole. The board ofdirectors had the discretion to approve annual incentives of up to 30% of basesalary if IBT was below $17 million or if sales or pre-tax operating incomelevels were not met.

*Long-term Incentive*.   Thethird component of executive compensation for Cascade’s executive officers islong-term incentive awards.  Long-termincentive awards granted in fiscal 2005 consisted of awards of SARS under theCascade Corporation Stock Appreciation Rights Plan.  The SARS were granted with an exercise priceequal to the fair market value of Cascade's common stock on the date of the grant,have a term of 10 years, and become exercisable ratably over four years.  

Thenumber of SARS granted to the named executive officers in fiscal 2005 are asshown in the following table.
| ** **                                                                | ** ** | **Stock Appreciation Rights** | ** ** |
|---------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| **Executive Officer**                                                | ** ** | ** **                              | ** ** | **Awarded in Fiscal 2005** | ** ** |
| Robert C. Warren,  Jr.,*President and Chief Executive Officer*            |       |                                    | 72,000     |   |   |
| Terry H. Cathey,*Senior Vice President and Chief Operating Officer*       |       |                                    | 48,000     |   |   |
| Richard S.  Anderson, *Senior Vice President and Chief Financial Officer* |       |                                    | 48,000     |   |   |
| Gregory S.  Anderson,*Senior Vice President-Human Resources*              |       |                                    | 48,000     |   |   |
| Michael E. Kern,*Vice President-Marketing*                                |       |                                    | 33,000     |   |   |
| Charlie S.  Mitchelson,*Vice President and Managing Director,  Europe*    |       |                                    | 33,000     |   |   |
| Jeffrey K.  Nickoloff, *Vice President-Corporate Manufacturing*           |       |                                    | 33,000     |   |   |
| Joseph G.  Pointer, *Vice President-Finance*                              |       |                                    | 33,000     |   |   |
| Anthony F. Spinelli,*Vice President-OEM Products*                         |       |                                    | 33,000     |   |   |
|                                                                           |            |                                         |            |  |  |  |  |

 

The number of SARS granted to each executive in fiscal2005 was determined using grant ranges established by the CompensationCommittee of the board of directors with minimum, target, and 

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maximum grants based onCascade’s fiscal year ended January 31, 2004 (“fiscal 2004”) return on averageassets (defined as net income before extraordinary items divided by the averagetotal assets at the beginning and end of each fiscal quarter).  The Compensation Committee set a target rateof return on average assets, with 100% of the target return on average assetsequaling the target grant of SARS, 90% of the target return on average assetsequaling the minimum grant of SARS and 110% of the target return on averageassets equaling the maximum grant of SARS. Cascade’s fiscal 2004 return on average assets was 108% of the targetrate.  Thus the SARS granted in fiscal2005 approached the maximum permitted under the guidelines set by theCompensation Committee.  In June 2006,the Compensation Committee will recommend long-term incentive awards based onthe fiscal 2005 return on average assets.

*Benefit Plans and Other Arrangements*.   Executiveofficers are also eligible to participate in Cascade’s broad-based benefit programsgenerally available to all salaried employees, including health, disability,life insurance programs and a defined contribution or defined benefit pension plan.  The executives also receive certainperquisites including the use of company automobiles and tax reimbursementsrelated thereto.

Messrs. Warren, Cathey, and R.S. Anderson areeach a party to a Severance Agreement with Cascade, which are Exhibits 10.3,10.2, and 10.1, respectively, to Cascade’s Form 10-K for fiscal 2005.

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