**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.             Purposeof the Plan.  The purpose of theBoise 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 theircash compensation.  The Plan is anunfunded plan.

2.             Definitions.

2.1           Board.  The Board of Directors of Boise CascadeHoldings, L.L.C.

2.2           Compensation.  A Participant’s fees, payable in cash, forservices rendered by a Participant as a Director of the Company during acalendar year.  Compensation shall notinclude any amounts paid by the Company to a Participant that are not strictlyin consideration for personal services, such as expense reimbursements.  Compensation shall not include any taxableincome 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 anysubsidiary or affiliate or as a result of the disposition of such equity award,unless the Board determines that the award shall be included in Compensationfor purposes of this Plan.

2.3           DeferralElection.  A Participant’s electionto defer all or part of his or her Compensation.

2.4           DeferredAccount.  The record maintained bythe Company for each Participant of the cumulative amount of Compensationdeferred pursuant to this Plan and imputed interest, gains or losses on thoseamounts accrued as provided in Section 4.6.

2.5           DeferredCompensation Agreement. Collectively, a Participant’s Deferral Election and DistributionElection.

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

2.7           DistributionElection.  A Participant’s electionof the method and timing of distribution of his or her Deferred Account.

2.8           InvestmentAccount.  Any of the accountsidentified by the Board from time to time, described in Exhibit A, towhich Participants may allocate all or any portion of their Deferred Accountsfor purposes of determining the gains or losses to be assigned to the DeferredAccounts.

1

----

2.9           Participant.  A Director who has entered into a DeferredCompensation Agreement with the Company in accordance with the provisions ofthe Plan.

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

3.             Administrationand Interpretation.  The Board shallhave final discretion, responsibility, and authority to administer and interpretthe Plan.  This includes the discretionand authority to determine all questions of fact, eligibility, or benefitsrelating to the Plan.  The Board may alsoadopt any rules it deems necessary to administer the Plan.  The Board may delegate its administrationresponsibilities 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 thedesignated committee.  The Board’s responsibilitiesfor day-to-day administration and interpretation of the Plan shall be exercisedby employees of the Company or a subsidiary who have been assigned thoseresponsibilities by management.  Anyemployee exercising responsibilities relating to the Plan in accordance withthis section shall be deemed to have been delegated the discretionary authorityvested in the Board with respect to those responsibilities, unless limited inwriting by the Board.  Claims forbenefits under the Plan and appeals of claim denials shall be in accordancewith Sections 9 and 10.

4.             ParticipantDeferral and Distribution Elections.

4.1           Executionof Agreement.  A Director who wishesto participate in the Plan must execute a Deferred Compensation Agreementeither (a) for newly eligible individuals, within 30 days after firstbecoming eligible to participate in the Plan, or (b) prior to January 1 ofthe calendar year for which the Deferred Compensation Agreement will beeffective.

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

4.3           Changeof Deferral Election.  A Participantwho wishes to change an election to defer Compensation for a future year may doso at any time by submitting

2

----

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

4.4           DistributionElection.  At the time a Participantfirst elects to defer Compensation under Section 4.2, he or she must elect adistribution option for his or her Deferred Account either by submission of awritten Distribution Election Form in substantially the form provided inAppendix A or by completion of an online enrollment process, as designated bythe Company.  Distribution Elections areirrevocable except as otherwise provided in this Plan.

4.5           Changeof Distribution Election.  A Participantmay request, in writing, a change of his or her Distribution Election at anytime.  The new election (a) must beone of the distribution options available at the time the original DistributionElection was made, (b) must defer commencement of distribution for atleast 5 years from the date distribution would have commenced under theoriginal Distribution Election, and (c) must be received by the Board atleast 12 months prior to the commencement of distribution of theParticipant’s Deferred Account under the original Distribution Election.  The Board shall approve the request if itmeets the requirements of this section. Approved requests shall not take effect until 12 months after the datethe request was submitted.

4.6           DeferredAccount Allocations and Adjustments. The Company shall maintain a record of each Participant’s Deferred Accountbalance, including deferrals and adjustments. Each Participant’s Deferred Account shall be adjusted on a monthly basisto reflect the imputed interest, gains or losses attributable to the applicableInvestment Account(s).  Imputed interestwill be credited to a Participant’s account on the last day of each month.  Computation of the imputed interest, gains orlosses with respect to any Investment Account shall be at the Company’s solediscretion.

4.7           InvestmentAccounts.  If the only InvestmentAccount offered is the Stable Value Account, Participants’ deferrals will beautomatically allocated to the Stable Value Account.  If more than one Investment Account isoffered, the following terms apply:

4.7.1        EachParticipant must allocate his or her current deferrals of Compensation to one ormore 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.

4.7.2        Participantswho are active Directors may from time to time change the allocation of prospectivedeferrals to or from any Investment Account on any business day, with anychange effective as of the first calendar quarter beginning after the date ofthe change.

3

----

4.7.3        Participantswho are active Directors may move all or any portion of their Deferred Accountbalance among any of the Investment Accounts, other than the Stable ValueAccount, on any business day, with any change effective as of the next businessday.

4.7.4        DeferredAccount balances allocated to the Stable Value Account may not be moved to anyother Investment Account.

4.7.5        AfterTermination, a Participant may not change the allocation of his or her DeferredAccount among Investment Accounts.

5.             Distributions.

5.1           Distributionsin General.  The Company shalldistribute a Participant’s Deferred Account balance according to theParticipant’s Distribution Election, except as otherwise provided in thisSection 5.

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

5.3           HardshipDistribution.  If serious andunanticipated financial hardship occurs, a Participant may request a lump-sumdistribution of an amount sufficient to satisfy the hardship plus amountsnecessary to pay taxes reasonably anticipated as a result of the distribution,after taking into account the extent to which such hardship is or may berelieved through reimbursement or compensation by insurance or otherwise or byliquidation of the Participant’s assets (to the extent the liquidation of suchassets would not itself cause severe financial hardship).  The Participant shall document, to the Board’ssatisfaction, that distribution of his or her account is necessary to satisfy asevere financial hardship to the Participant resulting from an unforeseeableemergency, as defined in section 409A of the Code and the regulationsthereunder, including an illness or accident of the Participant, theParticipant’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; orother similar extraordinary and unforeseeable circumstances arising as a resultof events beyond the control of the Participant.  A hardship distribution must be on account ofan unanticipated, immediate, and serious financial need arising from anunforeseeable emergency, and the Participant must not have access to otherfunds, 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 involvementin the Plan and direct the distribution of all or a portion of the Participant’saccount balance in a lump sum, to the extent necessary to satisfy the financialneed.  The Participant shall sign alldocumentation requested by the Board relating to the distribution.  Any Participant whose participation in thePlan terminates under this Section shall not be eligible to participate in anynonqualified deferred compensation

4

----

planmaintained by the Company or any subsidiary for a period of 12 monthsfollowing the date of the distribution.

5.4           SmallAccount Distributions.  If aParticipant’s Deferred Account balance is less than $10,000 on the date ofTermination, the Company shall promptly distribute the entire Deferred Accountbalance in a lump sum to the Participant, regardless of the Participant’s DistributionElection, and the Participant shall have no further rights or benefits underthis Plan.

5.5           DistributionsFollowing Participant Death; Designation of Beneficiary.  The Company shall make all payments to theParticipant, if living.  A Participantshall designate a beneficiary by filing a beneficiary designation in the form andmanner prescribed by the Board.  AParticipant may change his or her beneficiary at any time by filing a newbeneficiary designation in the form and manner prescribed by the Board.  If a Participant dies either before benefitpayments have commenced under this Plan or after benefits have commenced butbefore his or her entire Deferred Account has been distributed, his or herdesignated beneficiary shall receive any benefit payments in accordance withthe Participant’s Distribution Election. If no designation is in effect when any benefits payable under this Planbecome due, the beneficiary shall be the spouse of the Participant, or if nospouse is then living, the Participant’s estate.

6.             Miscellaneous.

6.1           Assignability.  A Participant’s rights and interests underthe Plan may not be assigned or transferred except in the event of theParticipant’s death, as described in Section 5.5.

6.2           Taxes.  The Company shall deduct from all paymentsmade under this Plan all applicable federal or state taxes required by law tobe withheld.

6.3           Formof Communication.  Deferral Electionsand Distribution Elections shall be made as provided in Sections 4.1 through4.5.  Beneficiary designations shall bemade as provided in Section 5.5.  Any otherapplication, claim, notice, or other communication required or permitted to bemade by a Participant to the Board or the Company shall be made in writing andin such form as the Board or Company may prescribe.  Such communication shall be effective uponreceipt by the Company’s corporate secretary at P.O. Box 50, Boise,Idaho 83728.

6.4           ServiceProviders.  The Company may, in itssole discretion, retain one or more independent entities to provide services tothe Company in connection with the operation and administration of thePlan.  Except as specifically delegatedor assigned to any such entity in writing, the Board shall retain alldiscretionary authority under this Plan. No Participant or other person shall be a third party beneficiary with respectto, or have any rights or recourse under, any contractual arrangement betweenthe Board, the Company or the Company’s subsidiary or affiliate and any suchservice provider.

5

----

7.             Amendmentand Termination.  The Board may, atits sole discretion, amend or terminate the Plan at any time, provided that theamendment or termination shall not adversely affect the vested or accruedrights or benefits of any Participant without the Participant’s prior consent.

8.             UnsecuredGeneral Creditor.  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.             Claims Procedure. Claims for benefits under the Plan shallbe filed in writing with the Company’s corporate secretary, who shall forwardsuch claims to Boise Cascade, L.L.C.’s compensation manager.  The compensation manager shall havediscretion 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 Board.  The claimshall include a statement of all facts the claimant believes relevant to theclaim and copies of all documents, materials, or other evidence that the claimantbelieves relevant to the claim.  Writtennotice of the disposition of a claim shall be furnished to the claimant within90 days after the application is filed. This 90-day period may be extended an additional 90 days by thecompensation manager, in his or her sole discretion, by providing written noticeof the extension to the claimant prior to the expiration of the original 90-dayperiod.

10.           Claims ReviewProcedure.  Any claimant who has beendenied a benefit claim shall be entitled, upon written request to the Board, toa review of the denied claim.  A requestfor review, together with a written statement of the claimant’s position andany other comments, documents, records or information that the claimantbelieves relevant to his or her claim, shall be filed with the Board no laterthan 60 days after receipt of the written notification provided pursuantto Section 9.  The Board shall make its decision,in writing, within 60 days after receipt of the claimant’s request forreview.  This 60-day period may beextended an additional 60 days if the Board provides written notice of theextension to the claimant prior to the expiration of the original 60-dayperiod.  The written decision shall be finaland binding on all parties.

11.           Lawsuits,Jurisdiction, and Venue.  No lawsuitclaiming entitlement to benefits under this Plan may be filed prior toexhausting the claims and claims review procedures described in Sections 9 and10.  Any such lawsuit must be initiatedno later than the earlier of (a) one year after the event(s) giving riseto the claim occurred, or (b) 60 days after a final written decision wasprovided to the claimant under Section 10. Any legal action involving benefits claimed or legal obligationsrelating to or arising

6

----

underthis Plan may be filed only in Federal District Court in the city of Boise,Idaho.  Federal law shall be applied inthe interpretation and application of this Plan and the resolution of any legalaction.  To the extent not preempted byfederal law, the laws of the state of Delaware shall apply.

12.           EffectiveDate of Plan.  This Plan shall becomeeffective as of January 1, 2006.

7

----

EXHIBIT A

INVESTMENT ACCOUNTS

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

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

8

----

**APPENDIX A**

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

## **Form of Deferral Election Form**

This formconstitutes my election to participate in the Boise Cascade Holdings, L.L.C.Directors Deferred Compensation Plan, subject to the provisions of thatplan.  I agree that my request to defercash compensation into the plan is irrevocable by me for compensation to beearned in 200   , except as provided in the plan.

I wish to receivemy cash compensation (retainer and meeting fees) as follows:
| ** **                             | ** ** | **200    ELECTIONS** | ** ** | **NEW  200   ELECTIONS** | ** ** |
|----------------------------------------|------------|------------------------------------------|------------|-----------------------------------------|------------|
| ** **                             |       |                                     |       |                                    |       |
| Directors Deferred  Compensation Plan* |       | —                                   | %          | —                                  | %          |
|                                   |       |                                     |       |                                    |       |
| Cash                                   |       | —                                   | %          | —                                  | %          |
|                                   |       |                                     |       |                                    |       |
|                                   | ** ** | **100**                                  | **%**      | **100**                                 | **%**      |

 

----

*****Boise Cascadebelieves, but does not guarantee, that a deferral election made under the termsof the plan is effective to defer the receipt of taxable income.  You are advised to consult with your attorneyor accountant regarding the federal and state tax law implications of thisdeferral.
| 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                                                               |   |
|                                                                                  |        |        |  |  |  |  |

 

9

----

**Boise Cascade Holdings, L.L.C.**

## **Form of Distribution Election Form**

THISDISTRIBUTION ELECTION applies to my Deferred Account balance under the BoiseCascade 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 thePlan.

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

o  Lump-sumpayment.

o  Annualinstallment payments (in approximately equal amounts) over a period of (chooseone of the following):
| o  2  years |   | o 3 years |
|------------------|--------|-----------|

 

I elect thefollowing **distribution beginning date**:

o  January1 of the year following Termination of service as a director.

o  Thelater of age 55 or Termination of service as a director.

o  Thelater of age 65 or Termination of service as a director.

o  Thelater of age 70 or Termination of service as a director.

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

o  Lump-sumpayment.

o  Annualinstallment payments (in approximately equal amounts) over a period of (chooseone of the following):
| o  2  years |   | o 3 years |
|------------------|--------|-----------|

 

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

o  Lumpsum of the remaining Deferred Account balance.

o  Theremaining installment payments.
| Signed: |   |
|---------|--------|
|    |
|    |
| Date:   |   |   | Printed Name: |   |
|         |        |  |  |  |  |

 

10

----