Boise Paper Holdings, LLC 2008 Deferred Compensation Plan



 Exhibit 10.26 
 BOISE PAPER HOLDINGS, L.L.C. 
 2008 DEFERRED COMPENSATION PLAN 
 (As Amended through October 27, 2009) 







 BOISE PAPER HOLDINGS, L.L.C. 
 2008 DEFERRED COMPENSATION PLAN 
 1.        Purpose of the Plan.    The purpose of the Boise Paper Holdings, L.L.C. 2008 Deferred Compensation Plan (the “Plan”) is to further the growth and
development of Boise Paper Holdings, L.L.C. (the “Company”) and its affiliates by providing a select group of senior management and highly compensated employees of the Company the opportunity to defer a portion of their cash compensation
and thereby encourage their productive efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity to supplement their retirement income through deferral of current compensation. The Plan is an unfunded
plan. 
 2.         Definitions. 
 2.1         Bonus.    The payout amount earned by a Participant under an incentive
plan of the Company, but only to 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 Beneficial Owner, directly or indirectly, of securities of Boise Inc. representing 35% or more of either the then outstanding shares of common stock of Boise Inc. or the combined voting power of Boise Inc.’s then outstanding
securities; provided, however, if such Person acquires securities directly from Boise Inc., such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from Boise
Inc., exceed 35% of Boise Inc.’s then outstanding shares of common stock or the combined voting power of Boise Inc.’s then outstanding securities, and provided further that any acquisition of securities by any Person in connection with a
transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control; or 
 (b)    During
any 24-month period, the following individuals cease for any reason to constitute at least a majority of the number of directors then serving: individuals who, on the effective date hereof, constitute the board of directors of Boise Inc. and any new
director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Boise Inc.) whose
appointment or election by the Board or nomination for election by Boise Inc.’s shareholders was approved by a vote of at least 2/3rds of the directors then still in office who either were directors on the effective date hereof or whose
appointment, election, or nomination for election was previously so approved (the “Continuing Directors”); or 
  

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 (c)    The consummation of a merger or consolidation of Boise Inc. with any other
corporation other than (i) a merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority of the number of directors of the combined entity immediately following consummation of
such merger or consolidation, and (b) the voting securities of Boise Inc. outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of Boise Inc. or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a
merger or consolidation effected to implement a recapitalization of Boise Inc. (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Boise Inc. representing 35% or more of either the
then outstanding shares of common stock of Boise Inc. or the combined voting power of Boise Inc.’s then outstanding securities; provided that securities acquired directly from Boise Inc. shall not be included unless the Person acquires
additional securities which, when added to the securities acquired directly from Boise Inc., exceed 35% of Boise Inc.’s then outstanding shares of common stock or the combined voting power of Boise Inc.’s then outstanding securities; and
provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control; or 
 (d)    The shareholders of Boise Inc. approve a plan of complete liquidation or dissolution of Boise Inc. or the consummation of
an agreement for the sale or disposition by Boise Inc. of all or substantially all of Boise Inc.’s assets, other than a sale or disposition by Boise Inc. of all or substantially all of Boise Inc.’s assets to an entity, more than 50% of the
combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of Boise Inc. immediately prior to such sale. 
 For purposes of this Section, “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, and “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) Boise Inc. or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee
benefit plan of Boise Inc. 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 shareholders of Boise Inc. in
substantially the same proportions as their ownership of stock of Boise Inc., (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of Boise Inc. 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 Boise Inc.’s 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 or (vi) any Exempt Person. For purposes of this
definition, “Exempt Person” means (i) Forest Products Holdings, L.L.C. or (ii) Madison Dearborn. “Madison Dearborn” means Madison Dearborn Partners, L.L.C. and any investment fund controlled by or under common control
with Madison Dearborn Partners, L.L.C., and any officer, director or employee of such persons, or any trust, corporation, partnership or other entity controlled by such persons or any combination of these identified relationships. 
  

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 2.3        Committee.    The
Compensation Committee of the board of directors of Boise Inc. 
 2.4        Compensation.    A Participant’s Salary and Bonus. Compensation (either Salary or Bonus) shall not include (a) any amounts paid by the Company to a
Participant that are not strictly in consideration for personal services, such as expense reimbursement, cost-of-living allowance, education allowance, premium on excess group life insurance, or any Company contribution to the Pension Plan or any
savings or 401(k) plan sponsored by the Company, (b) any amounts paid as the result of a Participant’s Separation from Service, such as pay for unused paid time off, severance, or pay in lieu of notice; the fact that an amount constitutes
taxable income to the Participant shall not be controlling for this purpose, (c) any amount paid as a retention bonus, or (d) any taxable income realized by, or payments made to, an employee as a result of the grant, exercise, or payment
of any equity award issued by the Company or any affiliate or subsidiary or as a result of the disposition of such equity award, except to the extent the award is payable in cash or the Committee determines that the award shall be included in
Compensation for purposes of this Plan. 
 2.5        Deferral
Election.    A Participant’s irrevocable election to defer part of his or her Compensation. 
 2.6        Deferred Account.    The record maintained by the Company for each Participant of the cumulative amount of (a) Compensation deferred pursuant to this Plan,
(b) the amount of any Company allocation made pursuant to Section 4.7, and (c) imputed gains or losses on those amounts accrued as provided in Section 4.8. 
 2.7        Deferred Compensation Agreement.    Collectively, a Participant’s
Deferral Election and Distribution Election. 
 2.8        Deferred Compensation and Benefits
Trust.    An irrevocable trust (the “DCB Trust”) which may be established by the Company with an independent trustee for the benefit of persons entitled to receive payments or benefits hereunder, the assets of which
will be subject to claims of the Company’s creditors in the event of bankruptcy or insolvency. 
 2.9        Disability.    A Participant will be deemed to have incurred a Disability where the Participant (a) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an
accident and health plan maintained by the Company, or (c) has been determined to be totally disabled by the Social Security Administration. 
  

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 2.10        Distribution
Election.    A Participant’s election of the method and timing of his or her Deferred Account. 
 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
any portion of their Deferred Accounts for purposes of determining the gains or losses to be assigned to the Deferred Accounts. 
 2.12        Participant.    A Key Employee (as defined in Section 4.1) who has entered into a written Deferred Compensation Agreement with the Company in accordance
with the provisions of the Plan. 
 2.13        Rule of 70.    The
attainment by a Participant of a number of Years of Service and age which, when added together, equal or exceed 70. 
 2.14        Salary.    A Participant’s salary, commission, and other payments for personal services rendered by a Participant to the Company during a calendar year,
determined prior to giving effect to any deferral election under this Plan, any before-tax contribution election under a 401(k) plan sponsored by the Company, and any before-tax contribution election under a Section 125 (cafeteria) plan
sponsored by the Company. 
 2.15        Separation from
Service.    The Participant’s ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including by reason of early retirement, normal retirement, death or Disability,
provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that
exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the 6-month period, (b) the Participant
is on a leave of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of
reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of
the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with
Internal Revenue Code Section 409A. 
  

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 2.16        Specified
Employee.    A “specified employee” as defined in Treasury Regulation §1.409A-1(i) (or any successor regulation). For purposes of identifying Specified Employees, the specified employee identification date is
December 31st of each year and the specified employee effective date is
April 1st of each year. 
 2.17        Unforeseeable Emergency.    A severe financial hardship to the
Participant resulting from (a) an illness or accident of the Participant or his or her spouse, beneficiary or dependent (as defined in Internal Revenue Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B));
(b) loss of the Participant’s property due to casualty; or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control, such as medical expenses or funeral
expenses for the Participant’s spouse, beneficiary or dependent (as defined earlier in this subsection). The determination of whether an event constitutes an Unforeseeable Emergency shall be made based on the facts and circumstances of the
specific event. 
 3.        Administration and Interpretation.    The
Company, acting through its chief executive officer or his or her delegates, 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 Company may also adopt any rules it deems necessary to administer the Plan. The Company’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 Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Company’s chief executive officer. Any interpretation
or decision by the Company’s chief executive officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11. 
 4.        Participant Deferral and Distribution Elections. 
 4.1        Eligibility.    The Company shall identify those employees of the
Company or any of its subsidiaries who are eligible to participate in this Plan (“Key Employees”). Eligibility to participate in the Plan is entirely at the discretion of the Company and shall be limited to a select group of senior
management or highly compensated employees. Eligibility to participate in this Plan for any calendar year shall not confer the right to participate during any subsequent year. 
 4.2        Execution of Agreement.    A Key Employee who wishes to participate in
the Plan must execute a Deferred Compensation Agreement either (a) for newly eligible individuals, within 30 days after first becoming eligible to participate in the Plan, to defer Salary to be earned during the remainder of that calendar year,
and Salary and/or Bonus to be earned during subsequent years, or (b) prior to January 1 of the first calendar year for which the Deferred Compensation Agreement will be effective,

  

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provided that an election to defer Bonus which qualifies as “performance-based compensation” under Internal Revenue Code Section 409A and the regulations thereunder must be made no
later than 6 months prior to the end of the period with respect to which the Bonus is earned. 
 4.3        Deferral Election.    When a Key Employee first becomes eligible to participate, he or she shall have the opportunity to make a Deferral Election which, if the
election is made at any time other than the annual enrollment period established by the Company pursuant to Section 4.4 shall apply to Salary earned and paid subsequent to the date of election, and if the election is made during such annual
enrollment period, shall apply to Compensation earned in the following calendar year. Each year thereafter that the Participant remains eligible to participate, the Participant shall have the opportunity to make a Deferral Election with respect to
his or her Compensation earned in the following calendar year. Deferral Elections shall be made either by submission of a written Deferral Election Form in substantially the form provided in Appendix A or by completion of an online enrollment
process, as designated by the Company. The Compensation otherwise paid to a Participant during each calendar year beginning after receipt of the Participant’s Deferral Election shall be reduced by the amount elected to be deferred. Elections to
defer Compensation are irrevocable as of the end of the period for executing the Deferred Compensation Agreement under Section 4.2 with respect to initial Deferral Elections, and as of the end of the annual enrollment period established by the
Company pursuant to Section 4.4 with respect to subsequent Deferral Elections, except as otherwise provided in this Plan. The amount of Compensation to be deferred will be specified in the Deferral Election Agreement, must be at least 3% of the
Participant’s Compensation, and will be limited to specified maximum percentages (designated by the Company’s senior human resources officer) of the Participant’s Compensation. 
 4.4        Change of Deferral Election.    A Participant who wishes to change an
election to defer Compensation may do so by submitting a new Deferral Election during the annual enrollment period established by the Company prior to January 1 of the year for which the change in election is to be effective. If a Participant
does not request a change in his or her Deferral Election, the Participant’s current Deferral Election shall become irrevocable with respect to compensation to be earned during the following year on December 31 of the current year.

 4.4A        Cessation of Deferrals.    A Participant who takes a
hardship distribution from a qualified 401(k) plan sponsored by the Company may not contribute to this Plan for at least 6 months after that hardship withdrawal. Deferrals will be automatically stopped upon such a hardship withdrawal. The
Participant may make a new Deferral Election 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 Account either by submitting a written Distribution Election Form in

  

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substantially the form provided in Appendix A or by completion of an online enrollment process, as designated by the Company. Elections regarding distribution of Deferred Accounts under this
Plan are irrevocable when made except as otherwise provided in this Plan. 
 4.6        Change
of Distribution Election.    A Participant may request, in writing, a change of his or her Distribution Election at any time. The new election must (a) defer commencement of distribution for at least 5 years from
the date distribution would have commenced under the original Distribution Election and (b) be received by the Company at least 12 months prior to the commencement of distribution of the Participant’s Deferred Account under the
original Distribution Election. The Company shall approve the request if it meets the requirements of this section. Approved requests shall not take effect until 12 months after the date the request was submitted. 
 4.7        Company Contributions.    A Participant may elect to have the Company
allocate to the Participant’s Deferred Account an additional amount equal to the Company contributions (both non-matching and matching) that would otherwise be made to the Participant’s account in a company-sponsored 401(k) plan, assuming
for purposes of calculating Company matching contributions a 3% Participant contribution to that plan. The allocation to the Participant’s Deferred Account will be made at the time the contributions would otherwise have been made to the 401(k)
plan and will be allocated to the Investment Account(s) to which the Participant’s deferrals of Compensation are allocated. 
 4.8        Deferred Account Allocations and Adjustments.    The Company shall maintain a record of each Participant’s Deferred Account balance, including deferrals and
adjustments. Each Participant’s Deferred Account shall be adjusted to reflect the imputed interest, gains or losses attributable to the applicable Investment Account(s) selected by the Participant. Interest earned will be credited to a
Participant’s account on the last day of each month. Computation of the imputed interest, gains or losses with respect to any Investment Account shall be at the Company’s sole discretion. 
 4.9        Investment Accounts.    If the only Investment Account offered is the
Stable Value Account, Participants’ deferrals will be automatically allocated to the Stable Value Account. If more than one Investment Account is offered, the following terms apply: 
 4.9.1    Each Participant must allocate his or her current deferrals of Compensation to one or more of the offered Investment
Accounts, either by submission of a written allocation form or by completion of an online allocation process, as designated by the Company and subject to any restrictions established by the Company. 
  

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 4.9.2    Participants who are active employees may change the allocation of
future deferrals to or from any Investment Account on any business day, with any change effective as of the first pay period beginning after the date of the change. 
 4.9.3    Participants who 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 the
Investment Accounts, other than the Stable Value Account, on any business day, with any change effective as of the next business day. 
 4.9.4    Deferred Account balances allocated to the Stable Value Account may not be allocated to any other Investment Account. 
 4.9.5    Participants who are separated from service under Section 5.2.1 may not change the allocation of their Deferred Accounts among Investment Accounts. 
 5.        Distributions. 
 5.1        Distributions in General.    The Company shall distribute a Participant’s Deferred Account balance according to the
Participant’s Distribution Election, except as otherwise provided in this Section 5. The designated payment date for purposes of Internal Revenue Code Section 409A shall be the date stated in the Participant’s Distribution
Election, except as otherwise provided in this Section 5. 
 5.2        Plan Benefits upon
Separation from Service. 
 5.2.1    Upon Separation from Service for reasons other than death or Disability
prior to satisfying the Rule of 70 or attaining age 55 with 10 or more Years of Service, the Participant’s entire Deferred Account balance shall be automatically allocated to the Stable Value Account, notwithstanding any investment
elections or allocation decisions previously made by the Participant. In addition, the imputed interest 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’s Deferred Account prospectively from the date of Separation from Service until such amounts are distributed from
the Plan (except as otherwise provided under Section 5.6). Distributions under this Section 5.2.1 shall be made according to the Participant’s Distribution Election, subject to Section 5.6. 
 5.2.2    Upon Separation from Service due to death or Disability or upon Separation from Service after satisfying the Rule of 70
or attaining age 55 with 10 or more Years of Service, a Participant shall be paid his or her Deferred Account according to his or her Distribution Election, subject to Section 5.6. Unpaid balances under the installment election shall
continue to be credited with imputed gains or losses based on the applicable Investment Account. Deferred Account balances for such Participants that are allocated to the Stable Value Account shall continue to be credited with imputed interest at
Moody’s times 130% prospectively from the date of Separation from Service until such amounts are distributed from the Plan (except as otherwise provided under Section 5.7). 
  

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 5.3        Hardship
Distribution.    If an Unforeseeable Emergency occurs, a Participant may request a lump-sum distribution of an amount reasonably necessary to satisfy the emergency need plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial hardship). Determination of the amount reasonably necessary to satisfy the emergency need must take into account any additional compensation available due to the
cancellation of the Participant’s Deferral Election pursuant to this Section 5.3. The Participant shall document, to the Company’s satisfaction, that distribution of all or part of his or her account is necessary to satisfy the
Unforeseeable Emergency. A Participant requesting a distribution under this Section must not have access to other funds, including proceeds of any loans (including loans under tax-qualified plans), sufficient to satisfy the need. Upon receipt of a
request under this Section, the Company may, in its sole discretion, distribute a portion of the Participant’s account balance in a lump sum, to the extent necessary to satisfy the emergency need. Any distribution will be made within
90 days of the Company’s receipt of such request. The Participant shall sign all documentation requested by the Company relating to the distribution. If a Participant receives a distribution from the Plan under this Section, his or her
current Deferral Election shall be cancelled, and he or she shall not be eligible to participate in this Plan or any other nonqualified deferred compensation plan maintained by the Company for a period of 12 months following the date of the
distribution. The Participant may make a new Deferral Election during the next annual enrollment period following the conclusion of the 12-month period. 
 5.4        Small Account Distributions.    If a Participant’s Deferred Account balance is less than $10,000 on the date of Separation from
Service, the Company shall distribute the entire Deferred Account balance in a lump sum to the Participant within 90 days following the Participant’s Separation from Service (subject to Section 5.6), regardless of the
Participant’s Distribution Election, and the Participant shall have no further rights or benefits under this Plan. 
 5.5         Distributions Following Participant Death; Designation of Beneficiary.    The Company shall make all payments to the Participant, if living. A Participant shall
designate a beneficiary by filing a beneficiary designation in the form and manner prescribed by the Company. A Participant may change his or her beneficiary at any time by filing a new beneficiary designation in the form and manner prescribed by
the Company. If a Participant dies either before benefit payments have commenced under this Plan or after his or her benefits have commenced but before his or her entire Deferred Account has been distributed, his or her designated beneficiary shall
receive any benefit payments in accordance with the Participant’s Distribution Election. If no designation is in effect when any benefits payable under this Plan

  

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become due, the beneficiary shall be the spouse of the Participant, or if no spouse is then living, the Participant’s estate. The designated payment date for distributions under this Section
shall be the date of the Participant’s death. 
 5.6        Payments to Specified
Employees.    Payments to a Specified Employee made pursuant to Section 5.2 or 5.4 may not be made within six calendar months following the Participant’s Separation from Service, provided that payments to be made to
a Participant’s beneficiary due to the Participant’s death shall not be subject to this restriction. Payments which would otherwise be made to a Participant during that six month period shall be accumulated and paid on the first day of the
seventh calendar month after the Participant’s Separation from Service. 
 5.7        Effect of a Change in Control.    The provisions of this Section shall apply upon a Change in Control. 
 5.7.1    Notwithstanding anything in this Plan to the contrary, after the third anniversary of a Change in Control, the imputed
interest credited to Participants’ account balances under this Plan shall not be based on an annualized rate in excess of 100% of Moody’s. 
 5.7.2    Payment of a Participant’s Deferred Account balance shall be made according to the Participant’s Distribution Election, subject to Section 5.6. 
 5.7.3    Any Participant whose employment is involuntarily terminated for any reason other than disciplinary reasons within
3 months prior to the date of the Change in Control shall be deemed, solely for purposes of this Section, to be employed by the Company until the occurrence of the Change in Control and to have been terminated immediately thereafter.

 5.8        Distributions Pursuant to a Domestic Relations Order. 
 5.8.1    A domestic relations order relating to benefits under this Plan shall be reviewed by the Company’s senior human
resources officer or his or her delegate. The individual shall determine whether the order satisfies the definition in Internal Revenue Code Section 414(p). The Company may establish procedures for reviewing and processing a domestic relations
order similar to the processing of domestic relations orders under the Company’s qualified plans. 
 5.8.2    The order must specify the name and last known mailing address and social security number of the Participant and each alternate payee. It must name the plan to which it applies. It must specify the percentage or
amount of the Participant’s benefit which is payable to an alternate payee and the date as of which the amount or percentage is determined. The order cannot require the Plan to (a) pay any form of benefit not permitted under the Plan,
(b) provide a benefit greater than the benefit to which the Participant is entitled, or (c) affect the benefits of another alternate payee with respect to whom a domestic relations order has previously been accepted by the Plan.

  

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 5.8.3    If the order is acceptable, a distribution to the alternate payee
pursuant to the terms of the order shall be authorized as soon as administratively practicable without regard to the time distribution would be made to the affected Participant. If the order is not acceptable, that shall be communicated in writing
to the Participant and the alternate payee, including identification of the provisions of the order that cause it to be unacceptable. 
 6.        Miscellaneous. 
 6.1        
Assignability.    A Participant’s rights and interests under the Plan may not be assigned or transferred except, in the event of the Participant’s death, as described in Section 5.5. 
 6.2        Taxes.    The Company shall deduct from all payments made under this
Plan all applicable federal or state taxes required by law to be withheld. 
 6.3         Form
of Communication.    Deferral Elections and Distribution Elections shall be made as provided in Sections 4.2 through 4.7. Beneficiary designations shall be made as provided in Section 5.5. Any other application,
claim, notice, or other communication required or permitted to be made by a Participant to the Company shall be made in writing and in such form as the Company may prescribe. Such communication shall be effective upon receipt by the Company’s
senior human resources officer at 1111 West Jefferson Street, Suite 200, PO Box 990050, Boise, Idaho 83799-0050. 
 6.4        Service Providers.    The Company may, in its sole discretion, retain one or more independent entities to provide services to the Company in connection with the
operation and administration of the Plan. Except as specifically delegated or assigned to any such entity in writing, the Company shall retain all discretionary authority under this Plan. No Participant or other person shall be a third party
beneficiary with respect to, or have any rights or recourse under, any contractual arrangement between the Company and any such service provider. 
 7.        Amendment and Termination.    The Committee may, at its sole discretion, amend or terminate the Plan at any time, provided that the
amendment or termination shall not adversely affect the vested or accrued rights or benefits of any Participant without the Participant’s prior consent. 
 8.        Unsecured General Creditor.    Except as provided in Section 9, Participants and their beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, interest, or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants, their beneficiaries, heirs, successors, or assigns,
or held in any way as collateral

  

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security for the fulfilling of the obligations of the Company under this Plan. Any and all Company assets shall be, and remain, the general, unpledged, unrestricted assets of the Company. The
Company’s obligation under the Plan shall be an unfunded and unsecured promise of the Company to pay money in the future. 
 9.        Deferred Compensation and Benefits Trust.    Upon the occurrence of a Change in Control of the Company or at any time thereafter, the Company, in its sole
discretion, may transfer to the DCB Trust cash, marketable securities, or other property acceptable to the trustee to pay the Company’s obligations under this Plan in whole or in part (the “Funding Amount”). Any cash, marketable
securities, and other property so transferred shall be held, managed, and disbursed by the trustee subject to and in accordance with the terms of the DCB Trust. In addition, from time to time, the Company may make additional transfers of cash,
marketable securities, or other property acceptable to the trustee as desired by the Company in its sole discretion to maintain or increase the Funding Amount with respect to this Plan. The assets of the DCB Trust, if any, shall be used to pay
benefits under this Plan, except to the extent the Company pays such benefits. The Company and any successor shall continue to be liable for the ultimate payment of those benefits. 
 10.        Claims Procedure. 
 10.1        In General.    Claims for benefits under the Plan, other than claims
for Disability benefits under Section 5.2.2, shall be filed in writing, within 90 days after the event giving 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 to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and
copies of all documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 90 days after the application is filed. This
90-day period may be extended an additional 90 days for special circumstances by the senior human resources officer, in his or her sole discretion, by providing written notice of the extension to the claimant prior to the expiration of the
original 90-day period. If the claim is denied, the senior human resources officer shall notify the claimant in writing. This written notice shall: 
  

	 	•	 	 state the specific reasons for the denial, 


  

	 	•	 	 refer to the provisions of the Plan on which the determination is based, 


  

	 	•	 	 describe any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,



  

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	 	•	 	 explain how the claimant may submit the claim for review and state applicable time limits, and 


  

	 	•	 	 state the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review. 



10.2        Disability Claims.    Claims for Disability benefits under
Section 5.2.2 of the Plan shall be filed in writing, within 90 days after the event giving 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 to the claim in the name and on behalf of the Company. The claim shall include a statement of all facts the Participant believes relevant to the claim and copies of all
documents, materials, or other evidence that the Participant believes relevant to the claim. Written notice of the disposition of a claim shall be furnished to the Participant within 45 days after the application is filed. This 45-day period
may be extended for up to two additional 30-day periods by the senior human resources officer, in his or her sole discretion, in each case for reasons beyond the Plan’s control and by providing written notice of the extension to the claimant
prior to the expiration of the current period. If additional information is needed from the Participant in order to make a decision on the claim, the senior human resources officer will notify the Participant of the information needed and the
Participant will have 45 days to provide the requested information. If the claim is denied, the senior human resources officer shall notify the claimant in writing. This written notice shall: 
  

	 	•	 	 state the specific reasons for the denial, 


  

	 	•	 	 refer to the provisions of the Plan on which the determination is based, 


  

	 	•	 	 describe any additional material or information necessary for the claimant to perfect the claim and explain why the information is necessary,



  

	 	•	 	 explain how the claimant may submit the claim for review and state applicable time limits, 


  

	 	•	 	 if an internal rule or guideline was relied upon, state that an internal rule or guideline was relied upon and that a copy of the rule or guideline will be
provided at no charge upon request, 


  

	 	•	 	 if the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the
terms of the plan to the claimant’s circumstances, will be provided at no charge upon request, and 


  

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	 	•	 	 state the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse determination on review. 



11.        Claims Review Procedure. 
 11.1        In General.    Any Participant, former Participant, or Beneficiary of
either, who has been denied a benefit claim, other than a claim for Disability benefits under Section 5.2.2 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and
to a review of his or her denied claim. A request for review, together with a written statement of the claimant’s position and any other comments, documents, records or information that the claimant believes relevant to his or her claim, shall
be filed no later than 60 days after receipt of the written notification provided for in Section 10.1, and shall be filed with the Company’s senior human resources officer. The senior human resources officer shall promptly inform the
Company’s chief executive officer, who shall be the named fiduciary 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 an additional 60 days if, in the chief executive officer’s sole discretion, special circumstances warrant the extension and if the chief executive officer provides written notice of
the extension to the claimant prior to the expiration of the original 60-day period. The written decision shall be final and binding on all parties and shall: 
  

	 	•	 	 state the facts and specific reasons for the decision, 


  

	 	•	 	 refer to the Plan provisions upon which the decision is based, 


  

	 	•	 	 state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information
relevant to the claim, and 


  

	 	•	 	 state the claimant’s right 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 for Disability benefits under Section 5.2.2 of the Plan, shall be entitled, upon written request, to access to or copies of all documents and records relevant to his or claim, and to a review
of his or her denied claim. A request for review, together with a written statement of the claimant’s position and any other comments, documents, records or information that the claimant believes relevant to his or her claim, shall be filed
with the Company’s senior human resources officer no later than 180 days after receipt of the written notification provided for in Section 10.2. The senior human resources officer shall promptly inform the Company’s chief
executive officer, who shall be the named fiduciary 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 an

  

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additional 45 days if special circumstances warrant the extension and if the chief executive officer provides written notice of the extension to the claimant prior to the expiration of the
original 45-day period. The written decision shall be final and binding on all parties and shall: 
  

	 	•	 	 state the facts and specific reasons for the decision, 


  

	 	•	 	 refer to the Plan provisions upon which the decision is based, 


  

	 	•	 	 state that the Participant is entitled to receive at no charge and upon request reasonable access to and copies of all documents, records, and other information
relevant to the claim, 


  

	 	•	 	 indicate whether any 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 be provided at no charge upon request, 


  

	 	•	 	 if the denial is based on a medical necessity or experimental treatment exclusion, state that an explanation of the scientific or clinical judgment, applying the
terms of the plan to the claimant’s circumstances, will be provided at no charge upon request, and 


  

	 	•	 	 state the claimant’s right 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 filed prior to exhausting the claims and claims review procedures described in Sections 10 and 11. Any such lawsuit must be initiated no later than the earlier of (a) one year after the event(s) giving rise
to the claim occurred or (b) 60 days after a final written decision was provided to the claimant under Section 11. Any legal action involving benefits claimed or legal obligations relating to or arising under this Plan may be filed only in
Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware
shall apply. 
 13.        Effective Date of Plan.    This Plan shall
become effective as of February 22, 2008. 
  

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 EXHIBIT A 
 INVESTMENT ACCOUNTS 
 Stable Value Account. Deferred Accounts allocated to this account shall be credited,
while the Participant is actively employed with the Company, with imputed interest equal to an annualized rate of interest equal to 130% of Moody’s Composite Average of Yields on Corporate Bonds (“Moody’s”) as determined each
month from Moody’s Bond Record (as published by Moody’s Investor’s Service, Inc.) or any successor thereto, or, if such monthly report is no longer published, a substantially similar rate determined by the Company, in its sole
discretion. Moody’s, for purposes of this Plan, shall be based for any given month on such published rate for the immediately preceding calendar month. Upon Separation from Service, Deferred Accounts allocated to this account shall be credited
with either Moody’s times 130% or with Moody’s, as provided in Section 5.2 of the Plan. 
  

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 APPENDIX A 
 Boise Paper Holdings, L.L.C. 
 Form of Deferral Election Form 
 THIS DEFERRAL ELECTION FORM constitutes my election to participate in the Boise Paper Holdings, L.L.C. 2008 Deferred Compensation Plan (the
“Plan”), subject to the terms of the Plan. I acknowledge that the Company has designated me as a Participant in the Plan. 
 I acknowledge that the elections below will apply to (a) my Salary paid in 20     and in successive years and (b) my Bonus earned in 20     and paid in
20     and in successive years unless I elect to change this deferral election as provided in the Plan. I will have the opportunity each year to make a different deferral election for the following
year. 
 Compensation (Base Salary and Bonus) Deferral Election 
  

	 ̈	I do NOT elect to defer any of my Compensation (salary and bonus). 

  

	 ̈	I elect to defer         % (minimum 3%, maximum         %) of my cash Compensation
(salary and bonus). 

 Additional Bonus Deferral Election 
  

	 ̈	I do NOT elect to defer any additional portion of my Bonus. 

  

	 ̈	I elect to defer an additional         % (minimum 3%, cannot exceed 90% when added to the Compensation Deferral Election) of my
Bonus. 

 Company Contributions (Both Non-Matching and Matching) 
  

	 ̈	I do NOT elect to have company contributions (both non-matching and matching) made to this Plan in lieu of any company contributions made to my account in the 401(k) plan.


  

	 ̈	I elect to have company contributions (both non-matching and matching) made to this Plan in lieu of any company contributions made to my account in the 401(k) plan.


 The Company believes, but does not guarantee, that a deferral election made in accordance with the terms of the Plan is
effective to defer the receipt of taxable income. The Company advises Participants to consult with an attorney or accountant familiar with the federal and state tax laws regarding the tax implications of this Deferral Election and the Plan.

  

									
		
	Signed: 	 	 
					
	Date:	 	 	 		 	Printed Name: 	 	 

  

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 Boise Paper Holdings, L.L.C. 
 Form of Distribution Election Form 
 THIS DISTRIBUTION ELECTION FORM
applies to my Deferred Account balance under the Boise Paper Holdings, L.L.C. 2008 Deferred Compensation Plan (the “Plan”), which is incorporated into this agreement. I understand that this election is irrevocable except as provided in the
Plan. 
 I elect the following form of distribution of my Deferred Account balance: 
  

	 	 ̈	Lump-sum payment. 

  

	 	 ̈	Annual installment payments over a period of                      years
(not to exceed 15 years). 

 I elect the following distribution beginning date: 
  

	 	 ̈	February of the year following Separation from Service. 

  

	 	 ̈	                     (2-10) Februaries following Separation from
Service. 

 If I die before my account balance from the Plan is paid in full, the Company will pay my designated beneficiary the
Deferred Account balance as: 
  

	 	 ̈	Lump-sum payment. 

  

	 	 ̈	As elected for Separation from Service (remaining installment payments if payments have commended). 

  

									
		
	Signed: 	 	 
					
	Date:	 	 	 		 	Printed Name: 	 	 

  

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