Exhibit 10.34


 


BOISE CASCADE, L.L.C.


 


2004 DEFERRED COMPENSATION PLAN


 


(As Amended through November 1, 2009)


 

















 


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 highly
compensated employees of the Company and its subsidiaries 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 the Company representing 25% or
more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding securities;
provided, however, if such Person acquires securities directly from the
Company, such securities shall not be included unless such Person acquires
additional securities which, when added to the securities acquired directly
from the Company, exceed 25% of the Company’s then outstanding shares of common
stock or the combined voting power of the Company’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 of the Company; or


 


(b)           The following individuals cease for any
reason to constitute at least a majority of the number of directors then
serving:  individuals who, on the date
hereof, constitute the Board 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 the Company) whose appointment or election by
the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least 2/3rds of the directors then still in office who either
were directors on the date hereof or whose appointment, election, or nomination
for election was previously so approved (the “Continuing Directors”); or


 


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


 


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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 the Company 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
the Company 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 the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing 25% or more
of either the then outstanding shares of common stock of the Company or the
combined voting power of the Company’s then outstanding securities; provided
that securities acquired directly from the Company shall not be included unless
the Person acquires additional securities which, when added to the securities
acquired directly from the Company, exceed 25% of the Company’s then
outstanding shares of common stock or the combined voting power of the Company’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 of the Company; or


 


(d)           The stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or the consummation
of an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or disposition by
the 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 which
are owned by Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.


 


A transaction described in Section 2.2(c) which
is not a Change in Control of the Company solely due to the operation of
Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in
Control of the Company if the Board determines, prior to the consummation of
the transaction, that there is not a reasonable assurance that, for at least
2 years following the consummation of the transaction, at least a majority
of the members of the board of directors of the surviving entity or any parent
will continue to consist of Continuing Directors and individuals whose election
or nomination for election by the shareholders of the surviving entity or any
parent would be approved by a vote of at least two-thirds of the Continuing
Directors and individuals whose election or nomination for election has
previously been so approved.


 


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


 


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


 


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


 


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


 


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 or (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.  Compensation shall not include
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.  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 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 matching allocation, 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.


 


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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.


 


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 Executive (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


 


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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.


 


2.16         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 Executives”).  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


 


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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 Executive 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, 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 (other than elections with
respect to the annual bonus for 2004, which must be made at the time of the
initial election).


 


4.3           Deferral Election. 
When a Key Executive first becomes eligible to participate, he or she
shall have the opportunity to make a Deferral Election which shall apply to
Compensation earned and paid subsequent to the date of election.  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 6% 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


 


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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 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.


 


4.6.1        In
General.  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.


 


4.6.2        2007
Election.  Notwithstanding the provisions
of 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 Distribution
Election during the election period specified by the Company during 2007, but
in no event later than December 31, 2007, provided that such election may
apply only to amounts that would not otherwise be payable in 2007 and further
provided that such election may not cause an amount to be paid in 2007 that
would not otherwise be payable in 2007. 
This election shall not be available to any Participant whose
distributions 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’s
Deferred Account an additional amount equal to the Company matching
contribution that would otherwise be made to the Participant’s account in a
company-sponsored 401(k) plan (assuming a 6% Participant contribution to
that plan).  The Company matching
contribution will be allocated to the Investment Account 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


 


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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.


 


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.


 


4.10         Internal Revenue Code Section 457A Compliance.  Notwithstanding anything to the contrary, if
the Company reasonably believes that the Plan may be subject to Internal
Revenue Code Section 457A (“Section 457A”) in the following year, the
Company may choose to not permit Participants to make any deferrals into the
Plan for that year or may permit Participants to make deferrals into the Plan
with the proviso that contributions made for that year (including Participant
deferrals, any Company contributions and any imputed earnings or interest on
those deferrals and/or Company contributions) may be paid to the Participant
pursuant to Section 5.8.3 if it is determined that Section 457A does
apply for that year.  This decision shall
be 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 balance
according to the Participant’s Distribution


 


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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.


 


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.  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 5.6).


 


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


 


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


 


5.6.1        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.


 


5.6.2        Payment
of a Participant’s Deferred Account balance shall be made according to the
Participant’s Distribution Election.


 


5.6.3        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 5.6,


 


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


 


5.7           Distributions Pursuant to a Domestic
Relations Order.


 


5.7.1        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.


 


5.7.2  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.


 


5.7.3  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.


 


5.8           Section 457A Distributions.


 


5.8.1 
Notwithstanding anything to the contrary, the portion of a Participant’s
Deferred Account comprised of Participant deferrals and Company contributions
which are attributable to services performed before January 1, 2009,
(including any imputed earnings or interest on those deferrals and/or Company
contributions) 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 requires
inclusion of such benefits in the Participant’s gross income at that time and
such amount has not already been paid out pursuant to another provision of this
Plan.


 


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


 


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5.8.3  The
portion of a Participant’s Deferred Account comprised of Participant deferrals
and Company contributions which are attributable to services performed after
2009 (including any imputed earnings or interest on those deferrals and/or
Company contributions), if any, shall be paid to the Participant to the extent
that, and during the Participant’s taxable year in which, such amount is
includible in the Participant’s income pursuant to Section 457A.


 


5.8.4  The
changes in the time of payment made pursuant to this Section 5.8 are
intended to conform the date of distribution of any portion of the Participant’s
Deferred Account to the date the amount may be required to be included in
income pursuant to Section 457A, if earlier than the date such amount
would otherwise be distributed.  As such,
any change in the time of payment pursuant to this Section 5.8 will not be
treated 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 assigned
or 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 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, PO Box 50, Boise, Idaho 83728.


 


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.


 


12
















 


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 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,


 


13

















 


·                                          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, 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,


 


14

















 


·                                          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 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


 


15

















 


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
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 October 29, 2004.


 


16

















 


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.


 


17

















 


APPENDIX A


Boise Cascade, L.L.C.


Form of Deferral Election Form


 


THIS
DEFERRAL ELECTION FORM constitutes my election to participate in the Boise
Cascade, L.L.C. 2004 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


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


o            I
elect to defer         % (minimum 6%,
maximum       %) of my cash Compensation (salary
and bonus).


 


Additional
Bonus Deferral Election


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


o            I
elect to defer an additional          %
(minimum 6%, cannot exceed 90% when added to the Compensation Deferral
Election) of my Bonus.


 


Company
Matching Contributions


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


o            I
elect to have matching contributions made to this Plan in lieu of any company
matching 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:

  	
   

  
						



 


18

















 


Boise Cascade, L.L.C.


Form of Distribution Election Form


 


THIS
DISTRIBUTION ELECTION FORM applies to my Deferred Account balance under
the Boise Cascade, L.L.C. 2004 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:


o            Lump-sum
payment.


o            Monthly
installment 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 the
following distribution beginning date:


o            January 1
of the year following Separation from Service.


o            The
first of the month following the later of age 55 or Separation from
Service.


o            The
first of the month following the later of age 65 or Separation from
Service.


o            The
first 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 will
pay my designated beneficiary the Deferred Account balance as:


o            Lump-sum
payment.


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


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


 


If I choose
installment payments and I die after installment
payments have begun, the Company will pay my designated beneficiary:


o            The
remaining installment payments.


o            Lump
sum of the remaining Deferred Account balance.


 


 


	
  Signed:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 


19