**Exhibit 3**

 

SECOND AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

BOISE LAND & TIMBER HOLDINGS CORP.

 

Boise Land & TimberHoldings Corp., a corporation organized and existing under the laws of theState of Delaware, hereby certifies as follows:

 

1.             Thecorporation’s present name is shown above. The corporation was originally incorporated under the same name, and itsoriginal Certificate of Incorporation was filed with the Delaware Secretary ofState July 26, 2004.

 

2.             Accordingto the provisions of Sections 242 and 245 of the General Corporation Law of thestate of Delaware, this Amended and Restated Certificate of Incorporationrestates and integrates and further amends the provisions of the corporation’sCertificate of Incorporation and was adopted on March 31, 2006, by writtenconsent of the holder of all the outstanding stock entitled to vote.

 

3.             Thetext of the corporation’s Certificate of Incorporation, as previously amendedor supplemented, is restated and further amended to read as follows:

 

# ARTICLE ONE

 

The name of the Corporation isBoise Land & Timber Holdings Corp.

 

ARTICLE TWO

 

The address of the Corporation’sregistered office in the State of Delaware is 160 Greentree Drive, Suite 101,in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is National RegisteredAgents, Inc.

 

# ARTICLE THREE

 

The nature of the business orpurposes to be conducted or promoted is to engage in any lawful act or activityfor which corporations may be organized under the General Corporation Law ofthe State of Delaware.

 

# 

 

# ARTICLE FOUR

 

## A.  AUTHORIZED SHARES

 

The total number of shares ofcapital stock which the Corporation has authority to issue is 66,000 shares,consisting of 6,600 shares of 8% Series A Common Stock, par value $0.01 pershare (the “Series A Common”), 55,000 shares of Series B Common Stock,par value $0.01 per share (the “Series B Common”), and 4,400 shares ofSeries C Common Stock, par value $0.01 per share (the “Series C Common”and, collectively with the Series A Common and the Series B Common, the “CommonStock”).

 

The rights, preferences,privileges, restrictions and other matters relating to the Common Stock are asset forth in this Article Four.

 

In accordance with theprovisions of Section 242(b)(2) of the General Corporation Law of theState of Delaware, the number of authorized shares of any class or series ofstock may be increased or decreased by the affirmative vote of the holders of amajority of the issued and outstanding shares of stock of the Corporationentitled to vote irrespective of the class or series vote requirements setforth in Section 242(b)(2) of the General Corporation Law of the State ofDelaware (but, in the case of any decrease, not below the number of outstandingshares of any such class or series).

 

## B.  COMMON STOCK

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Section 1.               VotingRights.  Except as otherwise providedherein or as otherwise required by applicable law, the Series A Common andSeries C Common shall have no voting rights. Except as otherwise provided in this Part B or as otherwiserequired by applicable law, the holders of Series B Common shall be entitled tocast (in person or in proxy) one vote per share on all matters to be voted onby the stockholders of the Corporation.

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Section 2.               Dividends.

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(a)           Dividends on SeriesA Common.

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(i)            GeneralObligation.  When and as declared bythe Corporation’s board of directors and to the extent permitted under theGeneral Corporation Law of Delaware, the Corporation shall pay, in preferenceto dividends on Series B Common and Series C Common, dividends in cash to theholders of the Series A Common as provided in this Section 2.  Except as otherwise provided herein,dividends on each outstanding share of Series A Common (a “Series A CommonShare”) shall accrue on a daily basis at the rate of 8% per annum of thesum of the Liquidation Value thereof plus all Series A Common AccumulatedDividends thereon, from and including the date of issuance of such Series ACommon Share to and including the date on which the Liquidation Value of suchSeries A Common Share (plus all Series A Common Accumulated Dividends and allother accrued and unpaid dividends thereon) is paid.  Such dividends shall accrue whether or notthey have been declared and whether or not there are profits, surplus or otherfunds of the Corporation legally available for the payment of dividends.  Such dividends shall be cumulative such thatall Series A Common Accumulated Dividends and all other accrued and unpaiddividends shall be fully paid or declared with funds irrevocably set apart forpayment before any dividend, distribution or payment may be made with respectto any Series B Common or Series C Common. The date on which the Corporation

 

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initially issues any Series A Common Shareshall be deemed to be its “date of issuance” regardless of the number oftimes transfer of such Series A Common Share is made on the stock recordsmaintained by or for the Corporation and regardless of the number ofcertificates which may be issued to evidence such Series A Common Share.

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(ii)           DividendReference Dates.  To the extent notpaid on or prior to the last day of each June and December, beginning December31, 2004 (each, a “Dividend Reference Date”), all dividends which haveaccrued on each Series A Common Share outstanding during the six-month period(or other period in the case of the initial Dividend Reference Date) endingupon each such Dividend Reference Date shall be accumulated (“Series ACommon Accumulated Dividends”) and shall remain Series A Common AccumulatedDividends with respect to such Series A Common Share until paid.

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(iii)          Distributionof Partial Dividend Payments.  Exceptas otherwise provided herein, if at any time the Corporation pays less than thetotal amount of dividends then accrued with respect to the Series A Common,such payment shall be distributed ratably among the holders of such Series ACommon Shares based upon the aggregate Series A Common Accumulated Dividendsand all other accrued but unpaid dividends on the Series A Common Shares heldby each such holder.

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(iv)          Nota Participating Dividend.  Holders ofSeries A Common Shares shall not be entitled, with respect to such shares ofSeries A Common, to participate in any dividend declared with respect to theSeries B Common.

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Section 3.               Dividendsand Distributions.  Except as setforth in Section 4(c) or in the Stockholders Agreement, any and alldividends or other distributions in respect of the Corporation’s capital stock(including upon any liquidation, dissolution or winding up of the Corporationand including dividends payable under Section 2 above) shall be madewhen and as declared by the Corporation’s board of directors in the followingorder and priority:

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#### (a)           first,to the holders of Series A Common and Series B Common, ratably among suchholders based upon the aggregate Pro Rata Share of each such holder, until (i)the aggregate amount paid from and after the date hereof under this clause (i)in respect of their shares of Series A Common equals the aggregate LiquidationValue thereof plus all Series A Common Accumulated Dividends and all otheraccrued and unpaid dividends thereon, and no share of Series A Common shall beentitled to any further payment in respect thereof, and (ii) the aggregateamount paid from and after the date hereof under this clause (ii) in respect oftheir shares of Series B Common equals the aggregate Original Purchase Price therefore;and

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#### (b)           second,after the payments required to be made pursuant to Section 2(a) are made infull, all remaining amounts shall be paid to holders of Series B Common andSeries C Common, ratably among such holders based on the number of shares ofSeries B Common and Series C Common held by each such holder.

 

For all purposes of Section3(b), if any share of Series C Common has been granted with a ThresholdEquity Value that is greater than $0 as established pursuant to Section 4(b),then such share of Series C Common will not have the right to receive anydistributions

 

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under Section 3(b) (and such share of Series C Common will bedisregarded for purposes of allocating distributions among the holders ofshares of Series B Common and Series C Common pursuant to Section 3(b)until the aggregate distributions (A) that have been made to all ThresholdShares with respect to such share of Series C Common and (B) that weremade after the date of issuance of such share of Series C Common, are equal tothe Threshold Equity Value of such share of Series C Common.  For this purpose, distributions shallgenerally include all distributions pursuant to Section 3 and anydistributions in redemption or cancellation of a Threshold Share.

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Section 4.               FPHManagement Shares.

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#### (a)           Fromtime to time after the date hereof, (i) in the event that FPH issues any FPHSeries B Units to an FPH Management Member, then in connection with suchissuance the Corporation will issue to FPH a number of shares (includingfractional shares) of Series B Common equal to the number of FPH Series B Unitsso issued divided by 10,000; and (ii) in the event that FPH issues anyFPH Series C Units to an FPH Management Member, then in connection with suchissuance the Corporation will issue to FPH a number of shares (includingfractional shares) of Series C Common equal to the number of FPH Series C Unitsso issued divided by 10,000.  NoCommon Stock issued to FPH pursuant to this paragraph will be issued forconsideration less than the par value of the issued Common Stock.

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#### (b)           Itis presently anticipated that the shares of Series C Common will be issued toFPH for nominal consideration and will represent an interest only in profitsand appreciation of the Corporation after the date of issuance thereof.  To this end, in connection with any grant ofa share of Series C Common, the Corporation’s board of directors will determinethe Equity Value of the Corporation immediately prior to the grant of suchshare of Series C Common.  Any share ofSeries C Common issued before December 31, 2004, shall have a Threshold EquityValue equal to zero.  Any share of SeriesC Common issued after December 31, 2004, shall have a Threshold Equity Valueequal to the Equity Value of the Corporation immediately prior to such issuanceless, to the extent included in the Equity Value of the Corporation,(A) the aggregate Liquidation Value with respect to shares of Series ACommon and (B) all Accumulated Dividends and all other accrued and unpaiddividends thereon.    For purposes ofapplicable corporate law, shares of Series C Common issued with differentThreshold Equity Values shall be considered sub-series of Series C Common.

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#### (c)           Inthe event FPH elects to exercise its rights under any FPH Management EquityAgreement to repurchase FPH Series B Units from an FPH Management Member, theCorporation will redeem a number of shares (including fractional shares) ofSeries B Common held by FPH equal to the number of FPH Series B Units to beredeemed divided by 10,000, at a redemption price equal to therepurchase price payable by FPH for such FPH Series B Units pursuant to theterms of such FPH Management Equity Agreement (less any amount distributed toFHP in respect thereof by Boise Cascade Holdings, L.L.C.).  In the event FPH elects to exercise itsrights under any FPH Management Equity Agreement to repurchase FPH Series CUnits from an FPH Management Member, the Company will redeem a number of shares(including fractional shares) of Series C Common held by FPH equal to thenumber of FPH Series C Units to be redeemed divided by 10,000, at aredemption price equal to the repurchase price, if any, payable by FPH for suchFPH Series C Units pursuant to the terms of such FPH

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#### Management Equity Agreement(less any amount distributed to FHP in respect thereof by Boise CascadeHoldings, L.L.C.).  In either case, suchredemption price will be paid to FPH in cash or, to the extent the Corporationis prohibited by applicable law or by the terms of its or its Subsidiaries’debt financing agreements from paying such redemption price in cash, byissuance of a promissory note to FPH in the amount and on substantially thesame terms as the promissory note that such FPH Management Equity Agreementprovides will be issued by FPH in lieu of cash to such FPH Management Memberfor such FPH Series B Units or FPH Series C Units, as applicable.

 

## C.  GENERAL

 

Section 1.               Definitions.  When used in this Certificate ofIncorporation, the following terms shall be given the following meanings:

 

“Asset Purchase Agreement”means that certain Asset Purchase Agreement, dated as of July 26, 2004, by andamong Forest Products Holdings, L.L.C., Boise Land & Timber Corp., BoiseCascade Corporation, Boise Southern Company, and Minidoka Paper Company, as thesame may be amended from time to time.

 

“Denominator Amount”means, as of any date of determination, the sum of (i) the aggregateLiquidation Value of all shares of Series A Common then outstanding plus allSeries A Common Accumulated Dividends and all other accrued and unpaiddividends thereon, plus (ii) the aggregate Original Purchase Price of allshares of Series B Common then outstanding.

 

“Equity Value” means thetotal net pre-tax proceeds which would be received by the holders of theCorporation’s capital stock if the assets of the Corporation as a going concernwere sold in an orderly transaction designed to maximize the proceedstherefrom, and such proceeds were then distributed in accordance with Section3, after payment of, or provision for, all Company obligations (includingcontingent obligations and Company-level taxes), as determined in good faith bythe Corporation’s board of directors.

 

“FPH” means ForestProducts Holdings, L.L.C., a Delaware limited liability company.

 

“FPH LLC Agreement”means that certain limited liability company agreement, dated the date hereof,relating to the affairs of FPH, as amended from time to time in accordance withits terms.

 

“FPH Management EquityAgreement” means a “Management Equity Agreement”, as such term is definedin the FPH LLC Agreement.

 

“FPH Management Member”means a “Management Member” of FPH, as such term is defined in the FPH LLCAgreement.

 

“FPH Series B Unit”means a “Series B Common Unit” of FPH, as such term is defined in the FPH LLCAgreement.

 

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“FPH Series C Unit”means a “Series C Common Unit” of FPH, as such term is defined in the FPH LLCAgreement.

 

“Liquidation Value” ofany share of Series A Common as of any particular date shall be equal to $4,489.7959,as proportionately adjusted for stock splits, reverse stock splits, stockdividends and similar actions with respect to the Series A Common.

 

“Original Purchase Price”of any share of Series B Common as of any particular date shall be equal to theexcess of (i) $4,489.7959 (as proportionately adjusted for stock splits,reverse stock splits, stock dividends and similar actions with respect to theSeries B Common less (ii) the aggregate amount distributed in respect of suchshare of Series B Common pursuant to Section 3(a).

 

“Person” means anindividual, a partnership, a corporation, a limited liability company, anassociation, a joint stock company, a trust, a joint venture, an unincorporatedorganization and a governmental entity or any department, agency or politicalsubdivision thereof.

 

“Pro Rata Share” means,for each holder of any share or shares of Common Stock of the Corporation, afraction determined by dividing (i) the sum of (a) the aggregate LiquidationValue of all shares of Series A Common held by such holder plus all Series ACommon Accumulated Dividends and all other accrued and unpaid dividendsthereon, plus (b) the aggregate Original Purchase Price of all shares of SeriesB Common held by such holder, divided by (ii) the Denominator Amount.

 

“Series B Common” means,collectively, the Series B Common, and any capital stock of any class of theCorporation hereafter authorized which is not limited to a fixed sum orpercentage of par or stated value in respect to the rights of the holdersthereof to participate in dividends or in the distribution of assets upon anyliquidation, dissolution or winding up of the Corporation.

 

“Stockholders Agreement”means that certain stockholders agreement, dated the date hereof, by andbetween the stockholders of the Corporation.

 

“Subsidiary” means anycorporation of which the shares of outstanding capital stock possessing thevoting power (under ordinary circumstances) in electing the board of directorsare, at the time as of which any determination is being made, owned by theCorporation either directly or indirectly through Subsidiaries.

 

“Threshold Shares”means, with respect to any share of Series C Common, the shares of Series BCommon and Series C Common outstanding immediately after such share of Series CCommon is issued (other than any shares of Series C Common issued on the samedate as such share of Series C Common). The Threshold Shares shall also include any shares of capital issuedwith respect to the Threshold Shares in a share split, share dividend, sharecombination or other recapitalization involving such shares.  For the avoidance of doubt, shares of SeriesA Common are not Threshold Shares.

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Section 2.               Notices.  Except as otherwise expressly providedhereunder, all notices referred to herein shall be in writing and shall bedelivered personally or by registered or certified mail, return receiptrequested and postage prepaid, or by reputable overnight courier service,charges prepaid, and shall be deemed to have been given when so delivered,mailed or sent (i) to the Corporation, at its principal executive officesand (ii) to any stockholder, at such holder’s address as it appears in thestock records of the Corporation (unless otherwise indicated by any suchholder).

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Section 3.               Replacement.  Upon receipt of evidence reasonablysatisfactory to the Corporation (an affidavit of the registered holder shall besatisfactory) of the ownership and the loss, theft, destruction or mutilationof any certificate evidencing shares of Common Stock, and in the case of anysuch loss, theft or destruction, upon receipt of indemnity reasonablysatisfactory to the Corporation (provided that if the holder is afinancial institution or other institutional investor its own agreement shallbe satisfactory), or, in the case of any such mutilation upon surrender of suchcertificate, the Corporation shall (at its expense) execute and deliver in lieuof such certificate a new certificate of like kind representing the number ofshares represented by such lost, stolen, destroyed or mutilated certificate anddated the date of such lost, stolen, destroyed or mutilated certificate.  Dividends shall accrue on the Series A Commonrepresented by such new certificate from the date to which dividends have beenfully paid on such lost, stolen, destroyed or mutilated certificate.

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Section 4.               Registrationof Transfer.  The Corporation shallkeep at its principal office (or such other place as the Corporation reasonablydesignates) a register for the registration of Common Stock.  Upon the surrender of any certificaterepresenting shares of any class or series of Common Stock at such place, theCorporation shall, at the request of the registered or record holder of suchcertificate, execute and deliver a new certificate or certificates in exchange thereforerepresenting in the aggregate the number of shares of such class represented bythe surrendered certificate, and the Corporation forthwith shall cancel suchsurrendered certificate.  Each such newcertificate shall be registered in such name and shall represent such number ofshares of such class as is requested by the holder of the surrenderedcertificate and shall be substantially identical in form to the surrenderedcertificate.  The issuance of newcertificates shall be made without charge to the holders of the surrenderedcertificates for any issuance tax in respect thereof or other cost incurred bythe Corporation in connection with such issuance.  Dividends shall accrue on the Series A Commonrepresented by such new certificate from the date to which dividends have beenfully paid on such Series A Common represented by the surrendered certificate.

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Section 5.               Amendmentand Waiver.  Except as otherwisespecified in this Certificate of Incorporation (including Part A of thisArticle Four), any amendment or waiver of (i) any provision of Part B(and related definitions in Part C) of this Article Four that relatesexclusively to the Series A Common shall be effective only with the priorapproval of the holders of a majority of the Series A Common or (ii) any otherprovision of this Certificate of Incorporation shall be effective only with theprior approval of the holders of a majority of the Series B Common.

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Section 6.               Setoff.  The Corporation shall be entitled to set offany debts, obligations, and other liabilities that any stockholder owes to theCorporation hereunder, or under any other

 

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agreement or arrangement between the Corporation and such stockholder,against any amounts that are or may become due and owing by the Corporation tosuch stockholder.  For purposes of thisparagraph, a stockholder shall be deemed to include such stockholder’sSubsidiaries and Affiliates and the Corporation shall be deemed to include theCorporation’s Subsidiaries and Affiliates.

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# ARTICLE FIVE

 

The Corporation is to haveperpetual existence.

 

# ARTICLE SIX

 

In furtherance and not inlimitation of the powers conferred by statute, the board of directors of theCorporation is expressly authorized to make, alter or repeal the by-laws of theCorporation.

 

# ARTICLE SEVEN

 

Meetings of stockholders may beheld within or without the State of Delaware, as the by-laws of the Corporationmay provide.  The books of theCorporation may be kept outside the State of Delaware at such place or placesas may be designated from time to time by the board of directors or in the by-lawsof the Corporation.  Election ofdirectors need not be by written ballot unless the by-laws of the Corporationso provide.

 

# ARTICLE EIGHT

 

To the fullest extent permittedby the General Corporation Law of the State of Delaware as the same exists ormay hereafter be amended, (i) a director of this Corporation shall not beliable to the Corporation or its stockholders for monetary damages for a breachof fiduciary duty as a director and (ii) the Corporation shall indemnify itsofficers and directors.  Any repeal ormodification of this Article Eight shall not adversely affect any rightor protection of a director of the Corporation existing at the time of suchrepeal or modification.

 

# ARTICLE NINE

 

The Corporation expresslyelects not to be governed by Section 203 of the General Corporation Act of theState of Delaware.

 

# ARTICLE TEN

 

The business and affairs of theCorporation shall be managed by or under the direction of the board ofdirectors.  The number of directors ofthe Corporation shall be as from time to time fixed by, or in the mannerprovided in, the by-laws of the Corporation.

 

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# ARTICLE ELEVEN

 

The Corporation reserves theright to amend, alter, change or repeal any provision contained in thiscertificate of incorporation in the manner now or hereafter prescribed hereinand by the laws of the State of Delaware, and all rights conferred uponstockholders herein are granted subject to this reservation.

 

# ARTICLE TWELVE

 

To the maximum extent permittedfrom time to time under the law of the State of Delaware, the Corporationrenounces any interest or expectancy of the Corporation in, or in being offeredan opportunity to participate in, business opportunities that are from time totime presented to its officers, directors or stockholders, other than thoseofficers, directors or stockholders who are employees of the Corporation.  No amendment or repeal of this ArticleTwelve shall apply to or have any effect on the liability or allegedliability of any officer, director or stockholder of the Corporation for orwith respect to any opportunities of which such officer, director orstockholder becomes aware prior to such amendment or repeal.

 

IN WITNESS WHEREOF, saidcorporation has caused this Second Amended and Restated Certificate ofIncorporation to be signed as of this 31st day of March, 2006.

 

 
|   | By                            | /s/ Karen E.  Gowland |   |
|--------|-------------------------------|-----------------------|--------|
|   | Karen E.  Gowland             |
|   | Vice  President and Secretary |

 

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