**Exhibit 10.34**

 

BOISE CASCADE, L.L.C.

 

2004 DEFERRED COMPENSATION PLAN

 

(As Amended through November 1, 2009)

 

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BOISE CASCADE, L.L.C.

2004 DEFERRED COMPENSATION PLAN

 

1.             Purpose of the Plan. The purpose of the Boise Cascade, L.L.C. 2004 Deferred Compensation Plan(the “Plan”) is to further the growth and development of Boise Cascade, L.L.C.(the “Company”) by providing a select group of senior management and highlycompensated employees of the Company and its subsidiaries the opportunity todefer a portion of their cash compensation and thereby encourage theirproductive efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity tosupplement their retirement income through deferral of currentcompensation.  The Plan is an unfundedplan.

 

2.             Definitions.

 

2.1           Bonus.  The payoutamount earned by a Participant under an incentive plan of the Company, but onlyto the extent the award is payable in cash.

 

2.2           Change in Control. A Change in Control shall be deemed to have occurred if:

 

(a)           Any Person is or becomes the BeneficialOwner, directly or indirectly, of securities of the Company representing 25% ormore of either the then outstanding shares of common stock of the Company orthe combined voting power of the Company’s then outstanding securities;provided, however, if such Person acquires securities directly from theCompany, such securities shall not be included unless such Person acquiresadditional securities which, when added to the securities acquired directlyfrom the Company, exceed 25% of the Company’s then outstanding shares of commonstock or the combined voting power of the Company’s then outstandingsecurities; and provided further that any acquisition of securities by anyPerson in connection with a transaction described in Section 2.2(c)(i) shallnot be deemed to be a Change in Control of the Company; or

 

(b)           The following individuals cease for anyreason to constitute at least a majority of the number of directors thenserving:  individuals who, on the datehereof, constitute the Board and any new director (other than a director whoseinitial assumption of office is in connection with an actual or threatenedelection contest, including but not limited to a consent solicitation, relatingto the election of directors of the Company) whose appointment or election bythe Board or nomination for election by the Company’s stockholders was approvedby a vote of at least 2/3rds of the directors then still in office who eitherwere directors on the date hereof or whose appointment, election, or nominationfor election was previously so approved (the “Continuing Directors”); or

 

(c)           The consummation of a merger orconsolidation of the Company (or any direct or indirect subsidiary of theCompany) with any other

 

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corporation other than (i) a merger or consolidation which wouldresult in both (a) Continuing Directors continuing to constitute at leasta majority of the number of directors of the combined entity immediatelyfollowing consummation of such merger or consolidation, and (b) the votingsecurities of the Company outstanding immediately prior to such merger orconsolidation continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity or any parentthereof) more than 50% of the combined voting power of the voting securities ofthe Company or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or (ii) a merger orconsolidation effected to implement a recapitalization of the Company (orsimilar transaction) in which no Person is or becomes the Beneficial Owner,directly or indirectly, of securities of the Company representing 25% or moreof either the then outstanding shares of common stock of the Company or thecombined voting power of the Company’s then outstanding securities; providedthat securities acquired directly from the Company shall not be included unlessthe Person acquires additional securities which, when added to the securitiesacquired directly from the Company, exceed 25% of the Company’s thenoutstanding shares of common stock or the combined voting power of the Company’sthen outstanding securities; and provided further that any acquisition ofsecurities by any Person in connection with a transaction described in Section 2.2(c)(i) shallnot be deemed to be a Change in Control of the Company; or

 

(d)           The stockholders of the Company approve aplan of complete liquidation or dissolution of the Company or the consummationof an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets, other than a sale or disposition bythe 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 whichare owned by Persons in substantially the same proportions as their ownershipof the Company immediately prior to such sale.

 

A transaction described in Section 2.2(c) whichis not a Change in Control of the Company solely due to the operation ofSubsection 2.2(c)(i)(a) will nevertheless constitute a Change inControl of the Company if the Board determines, prior to the consummation ofthe transaction, that there is not a reasonable assurance that, for at least2 years following the consummation of the transaction, at least a majorityof the members of the board of directors of the surviving entity or any parentwill continue to consist of Continuing Directors and individuals whose electionor nomination for election by the shareholders of the surviving entity or anyparent would be approved by a vote of at least two-thirds of the ContinuingDirectors and individuals whose election or nomination for election haspreviously been so approved.

 

For purposes of this Section, “Beneficial Owner” shallhave the meaning set forth in Rule 13d-3 under the Securities Exchange Actof 1934, as amended (the “Exchange Act”).

 

For purposes of this Section, “Person” shall have themeaning given in Section 3(a)(9) of the Exchange Act, as modified andused in Sections 13(d)

 

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and 14(d) thereof, except that “Person” shall not include (i) theCompany or any of its subsidiaries, (ii) a trustee or other fiduciaryholding securities under an employee benefit plan of the Company or any of itssubsidiaries, (iii) an underwriter temporarily holding securities pursuantto an offering of such securities, (iv) a corporation owned, directly orindirectly, by the stockholders of the Company in substantially the sameproportions as their ownership of stock of the Company, or (v) anindividual, entity or group that is permitted to and does report its beneficialownership of securities of the Company on Schedule 13G under the ExchangeAct (or any successor schedule), provided that if the individual, entity orgroup later becomes required to or does report its ownership of Companysecurities on Schedule 13D under the Exchange Act (or any successorschedule), then the individual, person or group shall be deemed to be a Personas of the first date on which the individual, person or group becomes requiredto or does report its ownership on Schedule 13D.

 

2.3           Committee.  TheCompensation Committee of the Board of Managers of Boise Cascade Holdings,L.L.C. or, in the absence of such a committee, the Retirement Committeeappointed by such board.

 

2.4           Compensation. A Participant’s Salary and Bonus. Compensation (either Salary or Bonus) shall not include (a) anyamounts paid by the Company to a Participant that are not strictly inconsideration for personal services, such as expense reimbursement,cost-of-living allowance, education allowance, premium on excess group lifeinsurance, or any Company contribution to the Pension Plan or any savings or401(k) plan sponsored by the Company or (b) any amounts paid as theresult of a Participant’s Separation from Service, such as pay for unused paidtime off, severance, or pay in lieu of notice; the fact that an amountconstitutes taxable income to the Participant shall not be controlling for thispurpose.  Compensation shall not includeany taxable income realized by, or payments made to, an employee as a result ofthe grant, exercise, or payment of any equity award issued by the Company orany affiliate or subsidiary or as a result of the disposition of such equityaward, except to the extent the award is payable in cash or the Committeedetermines that the award shall be included in Compensation for purposes ofthis Plan.  Effective January 1,2008, “Compensation” shall not include any amount paid as a retention bonus.

 

2.5           Deferral Election. A Participant’s irrevocable election to defer part of his or herCompensation.

 

2.6           Deferred Account. The record maintained by the Company for each Participant of thecumulative amount of (a) Compensation deferred pursuant to this Plan, (b) theamount of any Company matching allocation, and (c) imputed gains or losseson those amounts accrued as provided in Section 4.8.

 

2.7           Deferred Compensation Agreement. Collectively, a Participant’s Deferral Election and DistributionElection.

 

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2.8           Deferred Compensation and Benefits Trust. An irrevocable trust (the “DCB Trust”) which may be established by theCompany with an independent trustee for the benefit of persons entitled toreceive payments or benefits hereunder, the assets of which will be subject toclaims of the Company’s creditors in the event of bankruptcy or insolvency.

 

2.9           Disability.  A Participantwill be deemed to have incurred a Disability where the Participant (a) isunable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuous period of not less than12 months, (b) is, by reason of any medically determinable physicalor mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months,receiving income replacement benefits for a period of not less than3 months under an accident and health plan maintained by the Company, or (c) hasbeen determined to be totally disabled by the Social Security Administration.

 

2.10         Distribution Election. A Participant’s election of the method and timing of his or her DeferredAccount.

 

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

 

2.12         Participant. A Key Executive (as defined in Section 4.1) who has entered into awritten Deferred Compensation Agreement with the Company in accordance with theprovisions of the Plan.

 

2.13         Rule of 70. The attainment by a Participant of a number of Years of Service and agewhich, when added together, equal or exceed 70.

 

2.14         Salary.  A Participant’ssalary, commission, and other payments for personal services rendered by aParticipant to the Company during a calendar year, determined prior to givingeffect to any deferral election under this Plan, any before-tax contributionelection under a 401(k) plan sponsored by the Company, and any before-taxcontribution election under a Section 125 (cafeteria) plan sponsored bythe Company.

 

2.15         Separation from Service. The Participant’s ceasing to be employed by the Company for any reasonwhatsoever, whether voluntarily or involuntarily, including by reason of earlyretirement, normal retirement, death or Disability, provided that transfer fromthe Company to a subsidiary or vice versa shall not be deemed a Separation fromService for purposes of this Plan.  ASeparation from Service shall also occur if (a) the Participant is on aleave of absence that exceeds 6 months and the Participant does not have astatutory or contractual right of reemployment, in which

 

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case, Separation from Service shall be deemed to have occurred on thefirst day following the 6-month period, (b) the Participant is on a leaveof absence that exceeds 6 months and the Participant’s statutory or contractualright of reemployment ends, in which case Separation from Service shall bedeemed to have occurred on the first day following the end of the right ofreemployment, or (c) the Company and the Participant reasonably anticipatethat the level of services the Participant will perform for the Company(whether as an employee or an independent contractor) will permanently decreaseto 20% or less of the average level of services performed for the Company overthe preceding 36 months. Determination of whether a Separation from Service has occurred will bemade subject to the facts and circumstances of each situation and will complywith Internal Revenue Code Section 409A.

 

2.16         Unforeseeable Emergency. A severe financial hardship to the Participant resulting from (a) anillness or accident of the Participant or his or her spouse, beneficiary ordependent (as defined in Internal Revenue Code Section 152, without regardto Sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of theParticipant’s property due to casualty; or (c) other similar extraordinaryand unforeseeable circumstances arising as a result of events beyond theParticipant’s control, such as medical expenses or funeral expenses for theParticipant’s spouse, beneficiary or dependent (as defined earlier in thissubsection).  The determination ofwhether an event constitutes an Unforeseeable Emergency shall be made based onthe facts and circumstances of the specific event.

 

3.             Administration and Interpretation. The Company, acting through its chief executive officer or his or herdelegates, shall have final discretion, responsibility, and authority toadminister and interpret the Plan.  Thisincludes the discretion and authority to determine all questions of fact,eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary toadminister the Plan.  The Company’sresponsibilities for administration and interpretation of the Plan shall beexercised by Company employees who have been assigned those responsibilities bythe Company’s management.  Any Companyemployee exercising responsibilities relating to the Plan in accordance withthis section shall be deemed to have been delegated the discretionary authorityvested in the Company with respect to those responsibilities, unless limited inwriting by the Company.  Any Participantmay appeal any action or decision of these employees to the Company’s chiefexecutive officer.  Any interpretation ordecision by the Company’s chief executive officer shall be final and binding onthe Participants.  Claims for benefitsunder the Plan and appeals of claim denials shall be in accordance withSections 10 and 11.

 

4.             Participant Deferral and DistributionElections.

 

4.1           Eligibility. The Company shall identify those employees of the Company or any of itssubsidiaries who are eligible to participate in this Plan (“Key Executives”).  Eligibility to participate in the Plan isentirely at the discretion of the Company and shall be limited to a selectgroup of senior management or highly

 

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compensated employees. Eligibility to participate in this Plan for any calendar year shall notconfer the right to participate during any subsequent year.

 

4.2           Execution of Agreement. A Key Executive who wishes to participate in the Plan must execute aDeferred Compensation Agreement either (a) for newly eligible individuals,within 30 days after first becoming eligible to participate in the Plan, todefer Salary to be earned during the remainder of that calendar year, andSalary and/or Bonus to be earned during subsequent years, or (b) prior to January 1of the first calendar year for which the Deferred Compensation Agreement willbe effective, provided that an election to defer Bonus which qualifies as “performance-basedcompensation” under Internal Revenue Code Section 409A and the regulationsthereunder must be made no later than 6 months prior to the end of theperiod with respect to which the Bonus is earned (other than elections withrespect to the annual bonus for 2004, which must be made at the time of theinitial election).

 

4.3           Deferral Election. When a Key Executive first becomes eligible to participate, he or sheshall have the opportunity to make a Deferral Election which shall apply toCompensation earned and paid subsequent to the date of election.  Each year thereafter that the Participantremains eligible to participate, the Participant shall have the opportunity tomake a Deferral Election with respect to his or her Compensation earned in thefollowing calendar year.  DeferralElections shall be made either by submission of a written Deferral Election Form insubstantially the form provided in Appendix A or by completion of anonline enrollment process, as designated by the Company.  The Compensation otherwise paid to aParticipant during each calendar year beginning after receipt of theParticipant’s Deferral Election shall be reduced by the amount elected to bedeferred.  Elections to deferCompensation are irrevocable as of the end of the period for executing theDeferred Compensation Agreement under Section 4.2 with respect to initialDeferral Elections, and as of the end of the annual enrollment periodestablished by the Company pursuant to Section 4.4 with respect tosubsequent Deferral Elections, except as otherwise provided in this Plan.  The amount of Compensation to be deferredwill be specified in the Deferral Election Agreement, must be at least 6% ofthe Participant’s Compensation, and will be limited to specified maximumpercentages (designated by the Company’s senior human resources officer) of theParticipant’s Compensation.

 

4.4           Change of Deferral Election. A Participant who wishes to change an election to defer Compensation maydo so by submitting a new Deferral Election during the annual enrollment periodestablished by the Company prior to January 1 of the year for which thechange in election is to be effective. If a Participant does not request a change in his or her DeferralElection, the Participant’s current Deferral Election shall become irrevocablewith respect to compensation to be earned during the following year on December 31of the current year.

 

4.4A        Cessation of Deferrals. A Participant who takes a hardship distribution from a qualified 401(k) plansponsored by the Company may not contribute to this Plan for at least6 months after that hardship withdrawal. Deferrals will be

 

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automatically stopped upon such a hardship withdrawal.  The Participant may make a new DeferralElection during the next annual enrollment period following the  conclusion of the 6-month period.

 

4.5           Distribution Election. At the time a Participant first elects to defer Compensation under Section 4.3,he or she must elect a distribution option for his or her Deferred Accounteither by submitting a written Distribution Election Form in substantiallythe form provided in Appendix A or by completion of an online enrollmentprocess, as designated by the Company. Elections regarding distribution of Deferred Accounts under this Planare irrevocable when made except as otherwise provided in this Plan.

 

4.6           Change of Distribution Election.

 

4.6.1        InGeneral.  A Participant may request, inwriting, a change of his or her Distribution Election at any time.  The new election must (a) defercommencement of distribution for at least 5 years from the datedistribution would have commenced under the original Distribution Election and (b) bereceived by the Company at least 12 months prior to the commencement ofdistribution of the Participant’s Deferred Account under the originalDistribution Election.  The Company shallapprove the request if it meets the requirements of this section.  Approved requests shall not take effect until12 months after the date the request was submitted.

 

4.6.2        2007Election.  Notwithstanding the provisionsof Section 4.6.1, any Participant who has a Deferred Account as of November 1,2007, may request, in writing, a one-time change of his or her DistributionElection during the election period specified by the Company during 2007, butin no event later than December 31, 2007, provided that such election mayapply only to amounts that would not otherwise be payable in 2007 and furtherprovided that such election may not cause an amount to be paid in 2007 thatwould not otherwise be payable in 2007. This election shall not be available to any Participant whosedistributions will have commenced as of December 31, 2007.

 

4.7           Company Matching Contribution. A Participant may elect to have the Company allocate to the Participant’sDeferred Account an additional amount equal to the Company matchingcontribution that would otherwise be made to the Participant’s account in acompany-sponsored 401(k) plan (assuming a 6% Participant contribution tothat plan).  The Company matchingcontribution will be allocated to the Investment Account to which theParticipant’s deferrals of Compensation are allocated.

 

4.8           Deferred Account Allocations andAdjustments.  The Company shall maintain a record of eachParticipant’s Deferred Account balance, including deferrals andadjustments.  Each Participant’s DeferredAccount shall be adjusted to reflect the imputed interest, gains or lossesattributable to the applicable Investment Account(s) selected by theParticipant.  Interest earned will becredited to a Participant’s account on the last day of each month.  Computation of the imputed interest, gains or

 

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losses with respect to any Investment Account shall be at the Company’ssole discretion.

 

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

 

4.9.1        EachParticipant must allocate his or her current deferrals of Compensation to oneor more of the offered Investment Accounts, either by submission of a writtenallocation form or by completion of an online allocation process, as designatedby the Company and subject to any restrictions established by the Company.

 

4.9.2        Participantswho are active employees may change the allocation of future deferrals to orfrom any Investment Account on any business day, with any change effective asof the first pay period beginning after the date of the change.

 

4.9.3        Participantswho are active employees or who are separated from service under Section 5.2.2,may move all or any portion of their Deferred Account balance among any of theInvestment Accounts, other than the Stable Value Account, on any business day,with any change effective as of the next business day.

 

4.9.4        DeferredAccount balances allocated to the Stable Value Account may not be allocated toany other Investment Account.

 

4.9.5        Participantswho are separated from service under Section 5.2.1 may not change theallocation of their Deferred Accounts among Investment Accounts.

 

4.10         Internal Revenue Code Section 457A Compliance.  Notwithstanding anything to the contrary, ifthe Company reasonably believes that the Plan may be subject to InternalRevenue Code Section 457A (“Section 457A”) in the following year, theCompany may choose to not permit Participants to make any deferrals into thePlan for that year or may permit Participants to make deferrals into the Planwith the proviso that contributions made for that year (including Participantdeferrals, any Company contributions and any imputed earnings or interest onthose deferrals and/or Company contributions) may be paid to the Participantpursuant to Section 5.8.3 if it is determined that Section 457A doesapply for that year.  This decision shallbe made prior to annual enrollment for the applicable year.

 

5.             Distributions.

 

5.1           Distributions in General. The Company shall distribute a Participant’s Deferred Account balanceaccording to the Participant’s Distribution

 

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Election, except as otherwise provided in this Section 5.  The designated payment date for purposes ofInternal Revenue Code Section 409A shall be the date stated in theParticipant’s Distribution Election, except as otherwise provided in this Section 5.

 

5.2           Plan Benefits Upon Separation fromService.

 

5.2.1        UponSeparation from Service for reasons other than death or Disability prior tosatisfying the Rule of 70 or attaining age 55 with 10 or more Yearsof Service, the Participant’s entire Deferred Account balance shall beautomatically allocated to the Stable Value Account, notwithstanding anyinvestment elections or allocation decisions previously made by theParticipant.  In addition, the imputedinterest rate on the Participant’s Deferred Account balance shall be adjusted,effective as of the date of Separation from Service, to a rate equal to Moody’s(as such term is defined in Exhibit A). That rate shall apply to all undistributed amounts of the Participant’sDeferred Account prospectively from the date of Separation from Service untilsuch amounts are distributed from the Plan (except as otherwise provided under Section 5.6).  Distributions under this Section 5.2.1shall be made according to the Participant’s Distribution Election.

 

5.2.2        UponSeparation from Service due to death or Disability or upon Separation fromService after satisfying the Rule of 70 or attaining age 55 with 10or more Years of Service, a Participant shall be paid his or her DeferredAccount according to his or her Distribution Election.  Unpaid balances under the installmentelection shall continue to be credited with imputed gains or losses based onthe applicable Investment Account. Deferred Account balances for such Participants that are allocated tothe Stable Value Account shall continue to be credited with imputed interest atMoody’s times 130% prospectively from the date of Separation from Service untilsuch amounts are distributed from the Plan (except as otherwise provided under Section 5.6).

 

5.3           Hardship Distribution. If an Unforeseeable Emergency occurs, a Participant may request alump-sum distribution of an amount reasonably necessary to satisfy theemergency need plus amounts necessary to pay taxes reasonably anticipated as aresult of the distribution, after taking into account the extent to which suchhardship is or may be relieved through reimbursement or compensation byinsurance or otherwise or by liquidation of the Participant’s assets (to theextent the liquidation of such assets would not itself cause severe financialhardship).  Determination of the amountreasonably necessary to satisfy the emergency need must take into account anyadditional compensation available due to the cancellation of the Participant’sDeferral Election pursuant to this Section 5.3.  The Participant shall document, to theCompany’s satisfaction, that distribution of all or part of his or her accountis necessary to satisfy the Unforeseeable Emergency.  A Participant requesting a distribution underthis Section must not have access to other funds, including proceeds ofany loans (including loans under tax-qualified plans), sufficient to satisfythe need.  Upon receipt of a request underthis Section, the Company may, in its sole discretion, distribute a portion ofthe Participant’s account balance in a lump sum, to the

 

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extent necessary to satisfy the emergency need.  Any distribution will be made within90 days of the Company’s receipt of such request.  The Participant shall sign all documentationrequested by the Company relating to the distribution.  If a Participant receives a distribution fromthe Plan under this Section, his or her current Deferral Election shall becancelled, and he or she shall not be eligible to participate in this Plan orany other nonqualified deferred compensation plan maintained by the Company fora period of 12 months following the date of the distribution.  The Participant may make a new DeferralElection during the next annual enrollment period following the conclusion ofthe 12-month period.

 

5.4           Small Account Distributions. If a Participant’s Deferred Account balance is less than $10,000 on thedate of Separation from Service, the Company shall distribute the entireDeferred Account balance in a lump sum to the Participant within 90 daysfollowing the Participant’s Separation from Service, regardless of theParticipant’s Distribution Election, and the Participant shall have no furtherrights or benefits under this Plan.

 

5.5           Distributions Following ParticipantDeath; Designation of Beneficiary.  The Companyshall make all payments to the Participant, if living.  A Participant shall designate a beneficiaryby filing a beneficiary designation in the form and manner prescribed by theCompany.  A Participant may change his orher beneficiary at any time by filing a new beneficiary designation in the formand manner prescribed by the Company.  Ifa Participant dies either before benefit payments have commenced under thisPlan or after his or her benefits have commenced but before his or her entireDeferred Account has been distributed, his or her designated beneficiary shallreceive any benefit payments in accordance with the Participant’s DistributionElection.  If no designation is in effectwhen any benefits payable under this Plan become due, the beneficiary shall bethe spouse of the Participant, or if no spouse is then living, the Participant’sestate.  The designated payment date fordistributions under this Section shall be the date of the Participant’sdeath.

 

5.6           Effect of a Change in Control. The provisions of this Section 5.6 shall apply upon a Change inControl.

 

5.6.1        Notwithstandinganything in this Plan to the contrary, after the third anniversary of a Changein Control, the imputed interest credited to Participants’ account balancesunder this Plan shall not be based on an annualized rate in excess of 100% ofMoody’s.

 

5.6.2        Paymentof a Participant’s Deferred Account balance shall be made according to theParticipant’s Distribution Election.

 

5.6.3        AnyParticipant whose employment is involuntarily terminated for any reason otherthan disciplinary reasons within 3 months prior to the date of the Changein Control shall be deemed, solely for purposes of this Section 5.6,

 

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to be employed by the Company until the occurrence of the Change inControl and to have been terminated immediately thereafter.

 

5.7           Distributions Pursuant to a DomesticRelations Order.

 

5.7.1        Adomestic relations order relating to benefits under this Plan shall be reviewedby the Company’s senior human resources officer or his or her delegate.  The individual shall determine whether theorder satisfies the definition in Internal Revenue Code Section 414(p).  The Company may establish procedures forreviewing and processing a domestic relations order similar to the processingof domestic relations orders under the Company’s qualified plans.

 

5.7.2  The ordermust specify the name and last known mailing address and social security numberof the Participant and each alternate payee. It must name the plan to which it applies.  It must specify the percentage or amount ofthe Participant’s benefit which is payable to an alternate payee and the dateas of which the amount or percentage is determined.  The order cannot require the Plan to (a) payany form of benefit not permitted under the Plan, (b) provide a benefitgreater than the benefit to which the Participant is entitled, or (c) affectthe benefits of another alternate payee with respect to whom a domesticrelations order has previously been accepted by the Plan.

 

5.7.3  If theorder is acceptable, a distribution to the alternate payee pursuant to theterms of the order shall be authorized as soon as administratively practicablewithout regard to the time distribution would be made to the affectedParticipant.  If the order is notacceptable, that shall be communicated in writing to the Participant and thealternate payee, including identification of the provisions of the order thatcause it to be unacceptable.

 

5.8           Section 457A Distributions.

 

5.8.1 Notwithstanding anything to the contrary, the portion of a Participant’sDeferred Account comprised of Participant deferrals and Company contributionswhich are attributable to services performed before January 1, 2009,(including any imputed earnings or interest on those deferrals and/or Companycontributions) shall be paid out during the last taxable year beginning before January 1,2018, to the extent that Section 457A applies to the Plan and requiresinclusion of such benefits in the Participant’s gross income at that time andsuch amount has not already been paid out pursuant to another provision of thisPlan.

 

5.8.2  Theportion of a Participant’s Deferred Account comprised of Participant deferralsand Company contributions which are attributable to services performed during2009 (including any imputed earnings or interest on those deferrals and/orCompany contributions) is includible in the Participant’s income for 2009pursuant to Section 457A and shall be paid to the Participant on or beforeDecember 31, 2009.

 

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5.8.3  Theportion of a Participant’s Deferred Account comprised of Participant deferralsand Company contributions which are attributable to services performed after2009 (including any imputed earnings or interest on those deferrals and/orCompany contributions), if any, shall be paid to the Participant to the extentthat, and during the Participant’s taxable year in which, such amount isincludible in the Participant’s income pursuant to Section 457A.

 

5.8.4  Thechanges in the time of payment made pursuant to this Section 5.8 areintended to conform the date of distribution of any portion of the Participant’sDeferred Account to the date the amount may be required to be included inincome pursuant to Section 457A, if earlier than the date such amountwould otherwise be distributed.  As such,any change in the time of payment pursuant to this Section 5.8 will not betreated as an impermissible acceleration under Internal Revenue Code Section 409A.

 

6.             Miscellaneous.

 

6.1           Assignability. A Participant’s rights and interests under the Plan may not be assignedor transferred except in the event of the Participant’s death, as described in Section 5.5,or in the case of a domestic relations order, as described in Section 5.7.

 

6.2           Taxes.  The Companyshall deduct from all payments made under this Plan all applicable federal orstate taxes required by law to be withheld.

 

6.3           Form of Communication. Deferral Elections and Distribution Elections shall be made as providedin Sections 4.2 through 4.7. Beneficiary designations shall be made as provided in Section 5.5.  Any other application, claim, notice, orother communication required or permitted to be made by a Participant to theCompany shall be made in writing and in such form as the Company may prescribe.  Such communication shall be effective uponreceipt by the Company’s senior human resources officer at 1111 WestJefferson Street, PO Box 50, Boise, Idaho 83728.

 

6.4           Service Providers. The Company may, in its sole discretion, retain one or more independententities to provide services to the Company in connection with the operationand administration of the Plan.  Exceptas specifically delegated or assigned to any such entity in writing, theCompany shall retain all discretionary authority under this Plan.  No Participant or other person shall be athird party beneficiary with respect to, or have any rights or recourse under,any contractual arrangement between the Company and any such service provider.

 

7.             Amendment and Termination. The Committee may, at its sole discretion, amend or terminate the Planat any time, provided that the amendment or termination shall not adverselyaffect the vested or accrued rights or benefits of any Participant without theParticipant’s prior consent.

 

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8.             Unsecured General Creditor. Except as provided in Section 9, Participants and theirbeneficiaries, heirs, successors, and assigns shall have no legal or equitablerights, interest, or claims in any property or assets of the Company.  The assets of the Company shall not be heldunder any trust for the benefit of Participants, their beneficiaries, heirs,successors, or assigns, or held in any way as collateral security for thefulfilling of the obligations of the Company under this Plan.  Any and all Company assets shall be, andremain, the general, unpledged, unrestricted assets of the Company.  The Company’s obligation under the Plan shallbe 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 timethereafter, the Company, in its sole discretion, may transfer to the DCB Trustcash, marketable securities, or other property acceptable to the trustee to paythe Company’s obligations under this Plan in whole or in part (the “FundingAmount”).  Any cash, marketablesecurities, and other property so transferred shall be held, managed, anddisbursed by the trustee subject to and in accordance with the terms of the DCBTrust.  In addition, from time to time,the Company may make additional transfers of cash, marketable securities, orother property acceptable to the trustee as desired by the Company in its solediscretion to maintain or increase the Funding Amount with respect to thisPlan.  The assets of the DCB Trust, ifany, shall be used to pay benefits under this Plan, except to the extent theCompany pays such benefits.  The Companyand any successor shall continue to be liable for the ultimate payment of thosebenefits.

 

10.           Claims Procedure.

 

10.1         In General.  Claims for benefits under the Plan, otherthan claims for Disability benefits under Section 5.2.2, shall be filed inwriting, within 90 days after the event giving rise to a claim, with theCompany’s seniorhuman resources officer, who shall haveabsolute discretion to interpret and apply the Plan, evaluate the facts andcircumstances, and make a determination with respect to the claim in the nameand on behalf of the Company.  The claimshall include a statement of all facts the Participant believes relevant to theclaim and copies of all documents, materials, or other evidence that theParticipant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to theParticipant within 90 days after the application is filed.  This 90-day period may be extended anadditional 90 days for special circumstances by the senior humanresources officer, in his or her solediscretion, by providing written notice of the extension to the claimant priorto the expiration of the original 90-day period.  If the claim is denied, the seniorhuman resources officer shall notify theclaimant in writing.  This written noticeshall:

 

·                                          state the specificreasons for the denial,

 

·                                          refer to theprovisions of the Plan on which the determination is based,

 

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·                                          describe anyadditional material or information necessary for the claimant to perfect theclaim and explain why the information is necessary,

 

·                                          explain how theclaimant may submit the claim for review and state applicable time limits, and

 

·                                          state the claimant’sright to bring an action under Section 502(a) of ERISA following an adversedetermination on review.

 

10.2         Disability Claims.  Claims for Disability benefits under Section 5.2.2of the Plan shall be filed in writing, within 90 days after the eventgiving rise to a claim, with the Company’s senior human resources officer, who shall have absolute discretion to interpret and apply the Plan,evaluate the facts and circumstances, and make a determination with respect tothe claim in the name and on behalf of the Company.  The claim shall include a statement of allfacts the Participant believes relevant to the claim and copies of alldocuments, materials, or other evidence that the Participant believes relevantto the claim.  Written notice of thedisposition of a claim shall be furnished to the Participant within45 days after the application is filed. This 45-day period may be extended for up to two additional 30-dayperiods by the senior human resources officer, in his or her sole discretion, in each case for reasons beyond the Plan’scontrol and by providing written notice of the extension to the claimant priorto the expiration of the current period. If additional information is needed from the Participant in order tomake a decision on the claim, the senior human resources officer will notify the Participant of the informationneeded and the Participant will have 45 days to provide the requestedinformation.  If the claim is denied, thesenior human resources officer shallnotify the claimant in writing.  Thiswritten notice shall:

 

·                                          state the specificreasons for the denial,

 

·                                          refer to theprovisions of the Plan on which the determination is based,

 

·                                          describe anyadditional material or information necessary for the claimant to perfect theclaim and explain why the information is necessary,

 

·                                          explain how theclaimant may submit the claim for review and state applicable time limits,

 

·                                          if an internal rule orguideline was relied upon, state that an internal rule or guideline wasrelied upon and that a copy of the rule or guideline will be provided atno charge upon request,

 

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·                                          if the denial isbased on a medical necessity or experimental treatment exclusion, state that anexplanation of the scientific or clinical judgment, applying the terms of theplan to the claimant’s circumstances, will be provided at no charge uponrequest, and

 

·                                          state the claimant’sright to bring an action under Section 502(a) of ERISA following anadverse determination on review.

 

11.           Claims Review Procedure.

 

11.1         In General.  Any Participant, former Participant, orBeneficiary of either, who has been denied a benefit claim, other than a claimfor Disability benefits under Section 5.2.2 of the Plan, shall beentitled, upon written request, to access to or copies of all documents andrecords relevant to his or claim, and to a review of his or her deniedclaim.  A request for review, togetherwith a written statement of the claimant’s position and any other comments,documents, records or information that the claimant believes relevant to his orher claim, shall be filed no later than 60 days after receipt of thewritten notification provided for in Section 10.1, and shall be filed withthe Company’s seniorhuman resources officer.  The senior human resources officer shall promptly inform the Company’s chiefexecutive officer, who shall be the namedfiduciary of the Plan for purposes of claim review.  The chief executive officer shall make his or her decision, in writing,within 60 days after receipt of the claimant’s request for review.  This 60-day period may be extended anadditional 60 days if, in the chief executive officer’s sole discretion, special circumstances warrantthe extension and if the chief executive officer provides written notice of the extension to the claimant prior to theexpiration of the original 60-day period. The written decision shall be final and binding on all parties andshall:

 

·                                          state the facts andspecific reasons for the decision,

 

·                                          refer to the Planprovisions upon which the decision is based,

 

·                                          state that theParticipant is entitled to receive at no charge and upon request reasonableaccess to and copies of all documents, records, and other information relevantto the claim, and

 

·                                          state the claimant’sright to bring an action under Section 502(a) of ERISA.

 

11.2         Disability Claims. Any Participant,former Participant, or Beneficiary of either, who has been denied a claim forDisability benefits under Section 5.2.2 of the Plan, shall be entitled,upon written request, to access to or copies of all documents and recordsrelevant to his or claim, and to a review of his or her denied claim.  A request for review, together with a writtenstatement of the claimant’s position and any other comments, documents, recordsor information that the claimant believes relevant to his or her claim, shallbe filed with the Company’s senior human resources officer nolater

 

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than 180 days after receipt of the written notification provided forin Section 10.2.  The senior human resources officer shall promptly inform the Company’s chiefexecutive officer, who shall be the namedfiduciary of the Plan for purposes of claim review.  The chief executive officer shall make his or her decision, in writing,within 45 days after receiving the claimant’s request for review.  This 45-day period may be extended anadditional 45 days if special circumstances warrant the extension and ifthe chief executive officer provideswritten notice of the extension to the claimant prior to the expiration of theoriginal 45-day period. The written decision shall be final and binding on allparties and shall:

 

·                                          state the facts andspecific reasons for the decision,

 

·                                          refer to the Planprovisions upon which the decision is based,

 

·                                          state that theParticipant is entitled to receive at no charge and upon request reasonableaccess to and copies of all documents, records, and other information relevantto the claim,

 

·                                          indicate whetherany rule, guideline, protocol or criterion was relied on in the decision and,if so, that a copy of such rule, guideline, protocol or criterion will beprovided at no charge upon request,

 

·                                          if the denial isbased on a medical necessity or experimental treatment exclusion, state that anexplanation of the scientific or clinical judgment, applying the terms of theplan to the claimant’s circumstances, will be provided at no charge uponrequest, and

 

·                                          state the claimant’sright to bring an action under Section 502(a) of ERISA.

 

12.           Lawsuits, Jurisdiction, and Venue. No lawsuit claiming entitlement to benefits under this Plan may be filedprior to exhausting the claims and claims review procedures described inSections 10 and 11.  Any suchlawsuit must be initiated no later than the earlier of (a) one year afterthe event(s) giving rise to the claim occurred or (b) 60 days after afinal written decision was provided to the claimant under Section 11.  Any legal action involving benefits claimedor legal obligations relating to or arising under this Plan may be filed onlyin Federal District Court in the city of Boise, Idaho.  Federal law shall be applied in the interpretationand 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.

 

13.           Effective Date of Plan. This Plan shall become effective as of October 29, 2004.

 

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# EXHIBIT A

#  

INVESTMENT ACCOUNTS

 

Stable Value Account.  DeferredAccounts allocated to this account shall be credited, while the Participant isactively employed with the Company, with imputed interest equal to anannualized rate of interest equal to 130% of Moody’s Composite Average ofYields on Corporate Bonds (“Moody’s”) as determined each month from Moody’sBond Record (as published by Moody’s Investor’s Service, Inc.) or anysuccessor thereto, or, if such monthly report is no longer published, asubstantially similar rate determined by the Company, in its solediscretion.  Moody’s, for purposes ofthis Plan, shall be based for any given month on such published rate for theimmediately preceding calendar month. Upon Separation from Service, Deferred Accounts allocated to thisaccount shall be credited with either Moody’s times 130% or with Moody’s, asprovided in Section 5.2 of the Plan.

 

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**APPENDIX A**

## **Boise Cascade, L.L.C.**

## **Form of Deferral Election Form**

## ** **

THISDEFERRAL ELECTION FORM constitutes my election to participate in the BoiseCascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”), subject to theterms of the Plan.  I acknowledge thatthe Company has designated me as a Participant in the Plan.

 

***I acknowledge that the elections below will apply to (a) my Salarypaid in 20     and in successive years and (b) myBonus earned in 20     and paid in20     and in successive years unless I elect tochange this deferral election as provided in the Plan***. I will have the opportunity each year to make a different deferralelection for the following year.

 

**Compensation(Base Salary and Bonus) Deferral Election**

o            Ido NOT elect to defer any of my Compensation (salary and bonus).

o            Ielect to defer         % (minimum 6%,maximum       %) of my cash Compensation (salaryand bonus).

 

# **AdditionalBonus Deferral Election**

o            Ido NOT elect to defer any additional portion of my Bonus.

o            Ielect to defer an additional          %(minimum 6%, cannot exceed 90% when added to the Compensation DeferralElection) of my Bonus.

 

**CompanyMatching Contributions**

o            Ido NOT elect to have matching contributions made to this Plan in lieu of anycompany matching contributions made to my account in the 401(k) plan.

o            Ielect to have matching contributions made to this Plan in lieu of any companymatching contributions made to my account in the 401(k) plan.

 

The Company believes, but does not guarantee, that a deferral electionmade in accordance with the terms of the Plan is effective to defer the receiptof taxable income.  The Company advisesParticipants to consult with an attorney or accountant familiar with the federaland state tax laws regarding the tax implications of this Deferral Election andthe Plan.

 

 
| Signed: |   |
|---------|--------|
|    |   |
| Date:   |   |   | Printed Name: |   |
|         |        |  |  |  |  |

 

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## ** **

## **Boise Cascade, L.L.C.**

## **Form of Distribution Election Form**

## ** **

THISDISTRIBUTION ELECTION FORM applies to my Deferred Account balance underthe Boise Cascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”), whichis incorporated into this agreement.  Iunderstand that this election is irrevocable except as provided in the Plan.

 

I elect thefollowing **form of distribution** of my DeferredAccount balance:

o            Lump-sumpayment.

o            Monthlyinstallment payments over a period of                years (not to exceed 15 years). Payments will be approximately equal in amount.

o            Other.  Describe in detail in an attachment.

 

I elect thefollowing **distribution beginning date**:

o            January 1of the year following Separation from Service.

o            Thefirst of the month following the later of age 55 or Separation fromService.

o            Thefirst of the month following the later of age 65 or Separation fromService.

o            Thefirst of the month following the later of                    (date) (cannot be later than age 65) or Separation from Service.

 

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

o            Lump-sumpayment.

o            Monthlyinstallment payments over a period of              years(not to exceed 15 years).  Paymentswill be approximately equal in amount.

o            Other.  Describe in detail below or in an attachment.

 

If I chooseinstallment payments and I die *after*installmentpayments have begun, the Company will pay my designated beneficiary:

o            Theremaining installment payments.

o            Lumpsum of the remaining Deferred Account balance.

 

 
| Signed: |   |
|---------|--------|
|    |   |
| Date:   |   |   | Printed Name: |   |
|         |        |  |  |  |  |

 

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