**Exhibit 10.4**

**August 11, 2009**

**BoiseCascade, L.L.C.**

**RetentionAward Agreement**

 

**This**Retention AwardAgreement (the “Agreement”) is made andentered into on _____________ (the “Award Date”), by and between Boise Cascade,L.L.C. (the “Company”) and _____________ (“Awardee” or “you”) pursuant to thefollowing terms with the intention that it become effective on August 16,2009 (the “Effective Date”):

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1.             Definitions. For purposes of this Award, the following terms shall have the meaningsstated below.

 

1.1.          “Award” means the payment provided for inSection 2.

 

1.2.          “Disciplinary Reasons” means disciplinaryreasons as explained in Corporate Policy 10.2.

 

1.3.          “Award Period” means the period from theAward Date through the Vesting Date.

 

2.             Award Amount. Your Award is one times your base salary at the time of vesting.

 

3.             Vesting and Payment. The Award will vest and become payable on ________________, (the “VestingDate”) if you remain employed by the Company through the Vesting Date.  The Award, subject to applicable withholding,will be paid in cash as soon as practical following the Vesting Date but in anycase within 30 days following the Vesting Date.

 

4.             Termination of Employment Prior toVesting Date.

 

4.1.          If you voluntarily terminate employmentwith the Company before the Vesting Date or if your employment with the Companyis terminated for Disciplinary Reasons before the Vesting Date, you will not beentitled to receive any Award.

 

4.2.          If your employment with the Company isterminated by the Company before the Vesting Date for reasons other thanDisciplinary Reasons or as a direct result of a reduction in force or the saleor permanent closure of the division of which you are president or as a directresult of a merger, reorganization, sale, or restructuring of all or part ofthe Company or a subsidiary, the Award will vest immediately following yourtermination date and will be paid in full within 90 days following yourtermination date.  The Company may, as acondition precedent to your right to receive any Award payment pursuant to thisSection, require you to sign a waiver and release in a form required by theCompany.

 

4.3.          If your employment with the Company isterminated as a result of your death, or total and permanent disability (asdetermined in the sole discretion of the Company), you will receive a pro rataportion of the Award calculated based on the number of days you were employedby the Company during the Award Period compared to the total number of days inthe Award Period.  The pro rata portionof the Award will vest immediately following your termination date and will bepaid in full within 90 days following your termination date.

 

5.             At Will Employment. Nothing in this Agreement affects the at-will nature of your employmentwith the Company.  Either you or theCompany may end your employment relationship at any time and for any reason,without notice, although your decision to do so may adversely affect yourentitlement to all or a portion of this Award.

 

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6.             Miscellaneous. This Agreement (a) shall be construed in accordance with theinternal laws (but not the laws of conflicts) of the State of Idaho, (b) maybe executed in multiple counterparts (including by facsimile or electronic transmission),all of which taken together shall constitute one and the same original, (c) maynot be, nor may any of the rights or obligations of the parties hereto be,assigned by any party except with the prior written consent of the other partyhereto, provided that the Company may assign its obligations to a successorthat agrees to perform such obligations, (d) represents the completeunderstanding and agreement between the parties hereto with respect to thesubject matter hereof, and (e) may not be amended without the writtenconsent of both you and the Company.

 

**You must sign this Agreement and return it on orbefore _________________ in order for the Award to be effective.  If this Agreement is not received by _________________the Award will be forfeited.    Returnyour executed Agreement to:  JohnSahlberg**

 

 
| Boise  Cascade, L.L.C. | Awardee |
|------------------------|---------|
|                   |    |
| By                     |    |   |   |
|                   |    |
| Title:                 |    |   | Printed  Name: |   |
|                        |         |  |  |  |  |

 

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