Exhibit 10.5

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

(W. Ray Jones)

This
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this September 20, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and W. RAY JONES ("Executive").

Recitals:



Agreements:

NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties agree as follows:

1.Employment.The Partnership hereby employs Executive, and Executive hereby accepts employment from
the Partnership, on the terms and conditions set forth in this Agreement.

2.Term.Subject to the provisions of Sections 5 and 6, Executive's employment by the Partnership under
this Agreement shall be for a term (the "Term") commencing on the date hereof and expiring on December 31, 2000; provided, however, that on December 31, 2000 and on each succeeding
December 31, the Term shall automatically extend for one calendar year, unless either party gives written notice to the contrary to the other party at least 90 days prior to the date the
Agreement would otherwise be so extended. If a Change in Control occurs during the Term, the Term shall automatically continue for the Protected Period (as defined in Section 6.2).

3.Executive's Duties.



4.Compensation and Other Benefits.Executive shall be entitled to receive from the Partnership the
following compensation and benefits for the services to be rendered by Executive hereunder:



5.Termination.



6.Termination on a Change in Control.



Notwithstanding
the foregoing or anything in Section 5 to the contrary, if Executive's employment is terminated by the Company other than for Cause or Disability during the six
month period prior to a date on which a Change in Control occurs, the Change in Control shall be deemed to have occurred on the date immediately prior to Executive's Termination Date and Executive's
rights shall be as determined under this Section 6.2 on such basis.



7.Confidentiality.



8.Indemnification.The Partnership shall indemnify Executive to the extent provided in the limited
partnership agreement of the Partnership, as amended, supplemented, or restated from time to time.

9.Representations and Warranties.



10.Life Insurance.If requested by the Partnership, Executive shall submit to such physical
examinations by a physician and otherwise take such actions and execute and deliver such documents as may be
5reasonably necessary to enable the Partnership to obtain life insurance on the life of Executive for the benefit of the Partnership.

11.Notices.Any notice given pursuant to this Agreement shall be in writing and shall be deemed given
on the earlier of the date (i) the notice is personally delivered to the party to be notified, (ii) that is three days after the notice is mailed, postage prepaid, certified with return
receipt requested, addressed as follows, or at such other address as a party may from time to time designate by notice to the other party, (iii) the notice is delivered at the party's address
via courier service or (iv) the notice is received by fax or telecopier:

|To the Partnership: |  | Crown Pacific Management Limited Partnership
121 S.W. Morrison
Suite 1500
Portland, Oregon 97204
Facsimile No: (503) 228-4875                                                                                   
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | With a copy to: Fremont Group, Inc.
50 Fremont Street
Suite 3700
San Francisco, California 94105
Attention: President
General Counsel
Facsimile No.:
(415) 768-3462 (President)
(415) 512-7121 (General Counsel)
|To Executive:       |  | W. Ray Jones
121 S.W. Morrison
Suite 1500
Portland, Oregon 97204
Facsimile No: (503) 228-4875                                                                                                                   

12.General Provisions.



IN
WITNESS WHEREOF, the parties have executed this Agreement effective for all purposes as of the date first above written.

|The Partnership: |  | CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership
|---------------- |  | ----------------------------------------------------------------------------
|                 |  | By: Fremont Timber, Inc., General Partner                                   
|                 |  | By:                                                                         
|                 |  | Title:                                                                      
|                 |  | By: HS Corp. of Oregon, General Partner                                     
|                 |  | By:                                                                         
|Executive:       |  | W. Ray Jones                                                                

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