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 GUARANTEE AGREEMENT  


 between  


 BOISE CASCADE CORPORATION  


 and  


 BNY WESTERN TRUST COMPANY  


 


  Relating to the Preferred Securities of

Boise Cascade Trust I 






Dated as of [                        ], 2001 


















 
 

CROSS REFERENCE TABLE*    
  



	Section of Trust Indenture Act of 1939, as amended
 
	 	Section of Guarantee

Agreement

	ss. 310	(a)	 	4.1(a)
	 	(b)	 	4.1(c), 2.8
	 	(c)	 	Not Applicable
	

ss. 311	

(a)	
 	

2.2(b)
	 	(b)	 	2.2(b)
	 	(c)	 	Not Applicable
	

ss. 312	

(a)	
 	

2.2(a)
	 	(b)	 	2.2(b)
	

ss. 313	
 	

2.3
	

ss. 314	

(a)	
 	

2.4
	 	(b)	 	Not Applicable
	 	(c)	 	2.5
	 	(d)	 	Not Applicable
	 	(e)	 	1.1, 2.5, 3.2
	 	(f)	 	3.2
	

ss. 315	

(a)	
 	

3.1(d)
	 	(b)	 	2.7
	 	(c)	 	3.1
	 	(d)	 	3.1(d)
	

ss. 316	

(a)	
 	

1.1, 2.6, 5.4
	 	(b)	 	5.3
	

ss. 317	

(a)	
 	

Not Applicable
	 	(b)	 	Not Applicable
	

ss. 318	

(a)	
 	

2.1(b)
	 	(b)	 	2.1
	 	(c)	 	2.1(a)






	*
	This
Cross Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions. 






  



 
 

TABLE OF CONTENTS    
  



	 
	 
	 	Page

	ARTICLE 1	DEFINITIONS	 	1
	 	Section 1.1	Definitions	 	1
	

ARTICLE 2	

TRUST INDENTURE ACT	
 	

3
	 	Section 2.0	Trust Indenture Act; Application	 	3
	 	Section 2.1	List of Holders	 	3
	 	Section 2.2	Reports by the Guarantee Trustee	 	4
	 	Section 2.3	Periodic Reports to Guarantee Trustee	 	4
	 	Section 2.4	Evidence of Compliance with Conditions Precedent	 	4
	 	Section 2.5	Events of Default; Waiver	 	4
	 	Section 2.6	Event of Default; Notice	 	4
	 	Section 2.7	Conflicting Interests	 	4
	

ARTICLE 3	

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE	
 	

5
	 	Section 3.1	Powers and Duties of the Guarantee Trustee	 	5
	 	Section 3.2	Certain Rights of Guarantee Trustee	 	6
	 	Section 3.3	Indemnity	 	7
	

ARTICLE 4	

GUARANTEE TRUSTEE	
 	

7
	 	Section 4.1	Guarantee Trustee; Eligibility	 	7
	 	Section 4.2	Appointment, Removal and Resignation of the Guarantee Trustee	 	8
	

ARTICLE 5	

GUARANTEE	
 	

8
	 	Section 5.1	Guarantee	 	8
	 	Section 5.2	Waiver of Notice and Demand	 	8
	 	Section 5.3	Obligations Not Affected	 	9
	 	Section 5.4	Rights of Holders	 	9
	 	Section 5.5	Guarantee of Payment	 	9
	 	Section 5.6	Subrogation	 	10
	 	Section 5.7	Independent Obligations	 	10
	

ARTICLE 6	

COVENANTS	
 	

10
	 	Section 6.1	Certain Covenants of Guarantor	 	10
	

ARTICLE 7	

TERMINATION	
 	

10
	 	Section 7.1	Termination	 	10
	

ARTICLE 8	

[INTENTIONALLY OMITTED]	
 	

10
	

ARTICLE 9	

MISCELLANEOUS	
 	

11
	 	Section 9.1	Successors and Assigns	 	11
	 	Section 9.2	Amendments	 	11
	 	Section 9.3	Notices	 	11
	 	Section 9.4	Benefit	 	12
	 	Section 9.5	Interpretation	 	12
	 	Section 9.6	Governing Law	 	12




i







 
 

GUARANTEE AGREEMENT    
  


    This GUARANTEE AGREEMENT, dated as of            , 2001, is executed and delivered by Boise Cascade Corporation, a Delaware corporation (the
"Guarantor") and BNY Western Trust Company, a national banking association organized and existing under the laws of the United States, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Boise Cascade Trust I, a Delaware statutory business trust (the "Issuer"). 


    WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the "Declaration of Trust"), dated as of            , 2001, among the Trustees named therein, the Guarantor,
as Depositor, and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing            of its    % Preferred
Securities
(liquidation preference $50 per preferred security) (the "Preferred Securities") representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the
Declaration of Trust; 


    WHEREAS,
the Preferred Securities will be issued by the Issuer and the proceeds thereof, together with the proceeds from the issuance of the Issuer's Common Securities (as defined
below), will be used to purchase the Debentures (as defined in the Declaration of Trust) of the Guarantor which will be deposited with BNY Western Trust Company, as Property Trustee under the
Declaration of Trust, as trust assets; 


    WHEREAS,
as incentive for the Holders to purchase Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the
Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and 


    NOW,
THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes
and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Preferred Securities. 


ARTICLE 1  


 DEFINITIONS  


    SECTION 1.1. DEFINITIONS. As used in this Guarantee Agreement, the terms set forth below shall, unless the
context otherwise requires, have the following meanings. Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Declaration
of Trust as in effect on the date hereof. 


    "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct common control with such specified Person, provided,
however, that an Affiliate of the Guarantor shall not be deemed to include the Issuer. For the purposes of this definition, "control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled"
have meanings correlative to the foregoing. 


    "Common
Securities" means the securities representing common beneficial interests in the assets of the Issuer. 


    "Common
Stock" shall mean the common stock, par value $2.50, per share, of the Guarantor. 


    "Debt"
means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such
Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers' 





 


acceptances or similar facilities issued for the account of such Person; (iv) every purchase money obligation and every obligation of such Person issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business), all conditional sale obligations of the Guarantor and all
obligations of the Guarantor under any title retention agreements; (v) every obligation of such Person under currency hedging arrangements, interest rate protection agreements and other similar
arrangements; (vi) every capital lease obligation of such Person, and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible for or liable for, directly or indirectly, as obligor or
otherwise, including, without limitation, obligations (contingent or otherwise) to purchase or otherwise acquire, or to assure a creditor against loss in respect of, any such indebtedness or
obligation, and any such indebtedness or obligation secured by a lien on any asset of the Guarantor, whether or not such indebtedness or obligation is assumed by the Guarantor. 


    "Event
of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a
default in payment of any Guarantee Payments, no Event of Default shall be deemed to have occurred under this Guarantee Agreement unless and until the Guarantor shall have received written notice of
default and shall not have cured such default within 60 days after receipt of such notice. 


    "Guarantee
Payments" means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of
the Issuer: (i) any accumulated and unpaid Distributions (as defined in the Declaration of Trust) required to be paid on the Preferred Securities, to the extent the Issuer shall have received
funds with respect to the Debentures, and (ii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer, unless Debentures are distributed to the
Holders, the lesser of (a) the aggregate of the liquidation preference of $50 per Preferred Security plus accrued and unpaid Distributions on the Preferred Securities to the date of payment to
the extent the Issuer shall have funds on hand available to make such payment and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the
Issuer (in either case, the "Liquidation Distribution"). 


    "Guarantee
Trustee" means BNY Western Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee
Agreement and thereafter means each such Successor Guarantee Trustee. 


    "Holder"
means any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that in determining whether the holders of the
requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee Trustee or any Affiliate of the
Guarantor or the Guarantee Trustee. 


    "Indenture"
means the Third Supplemental Indenture, dated December   , 2001, between the Company and BNY Western Trust Company, as trustee, to the Indenture
dated as of October 1, 1985 between the Guarantor and U.S. Bank Trust National Association, as the same may be supplemented and amended from time to time. 


    "List
of Holders" has the meaning specified in Section 2.2(a). 



    "Majority
in Liquidation Preference of the Securities" means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of
the liquidation preference of all the outstanding Preferred Securities issued by the Issuer. 


    "Officers'
Certificate" means, with respect to any Person, a certificate signed by (i) the Chairman, Chief Executive Officer, President or a Vice President, and by
(ii) the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee 


2





 


Trustee. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include: 



    (a) a
statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto; 


    (b) a
brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate; 



    (c) a
statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been complied with; and 


    (d) a
statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. 




    "Person"
means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 



    "Responsible
Officer" means, with respect to the Guarantee Trustee, any Executive Vice President, Senior Vice President, any First Vice President, any Vice President, any Assistant
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate Trust Services
Division of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject. 



    "Successor
Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1. 


    "Trust
Indenture Act" means the Trust Indenture Act of 1939, as amended. 


ARTICLE 2  


 TRUST INDENTURE ACT  


    SECTION 2.0. TRUST INDENTURE ACT; APPLICATION. 



    (a) This
Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent
applicable, be governed by such provisions. 


    (b) If
and to the extent that any provision of this Guarantee Agreement limits, qualifies or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control. 




    SECTION 2.1. LIST OF HOLDERS. 



    (a) The
Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (unless the Guarantee Trustee is acting as Securities Registrar with respect to the
Debentures under the Indenture) (i) semi-annually, on or before            and      of each year, a list, in such form as the Guarantee Trustee may
reasonably
require, of the names and addresses of the Holders ("List of Holders") as of a date not more than 15 days prior to the delivery thereof, and (ii) at such other times as the Guarantee
Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time such list is
furnished, in each case to the extent such information is in the possession or control of the Guarantor and is not identical to a previously supplied list of Holders or has not otherwise been received
by the Guarantee Trustee. Notwithstanding the foregoing, the Guarantor 



3





 


shall not be obligated to provide such List of Holders at any time the Preferred Securities are represented by one or more Global Certificates (as defined in the Indenture). The Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of Holders. 


    (b) The
Guarantee Trustee shall comply with its obligations under Section 311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act. 




    SECTION 2.2. REPORTS BY THE GUARANTEE TRUSTEE. On or before            , of each calendar year, the Guarantee Trustee shall
provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act.
The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act. 



    SECTION 2.3. PERIODIC REPORTS TO GUARANTEE TRUSTEE. The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange
Commission and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314
of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. 


    SECTION 2.4. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate. 


    SECTION 2.5. EVENTS OF DEFAULT; WAIVER. The Holders of a Majority in Liquidation Preference of the Securities may, by vote, on behalf
of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom. 


    SECTION 2.6. EVENT OF DEFAULT; NOTICE. 



    (a) The
Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default known to the Guarantee Trustee, unless such defaults have been cured before the giving of such notice, provided, that, except in the case of a default in the payment
of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders. 



    (b) The
Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Guarantee Trustee shall have received written notice, or a
Responsible Officer charged with the administration of the Declaration of Trust shall have obtained written notice, of such Event of Default. 




    SECTION 2.7. CONFLICTING INTERESTS. The Declaration of Trust and the Indenture shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act. 


4





 
ARTICLE 3  


 POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE  


    SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE. 



    (a) This
Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee
Agreement to any Person except a Holder exercising his or her rights pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Successor Guarantee Trustee. The right, title and interest of the Guarantee Trustee shall automatically vest in any Successor Guarantee Trustee, upon acceptance by such
Successor Guarantee Trustee of its appointment hereunder, and such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to
the appointment of such Successor Guarantee Trustee. 


    (b) If
an Event of Default actually known to the Responsible Officer of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall enforce this
Guarantee Agreement for the benefit of the Holders. 


    (c) The
Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to
perform only such duties as are specifically set forth in this Guarantee Agreement, and no implied covenants shall be read into this
Guarantee Agreement against the Guarantee Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 2.6) and is actually known to the Responsible
Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights and powers vested in it by this Guarantee Agreement, and use the same degree of care and skill in its exercise
thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 



    (d) No
provision of this Guarantee Agreement shall be construed to relieve the Guarantee Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that: 



     (i) prior
to the occurrence of any Event of Default and after the curing or waiving of all such Events of Default that may have occurred; 



    (A) the
duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement, and the Guarantee Trustee
shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Guarantee Agreement; and 



    (B) in
the absence of bad faith on the part of the Guarantee Trustee, the Guarantee Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions furnished to the Guarantee Trustee and conforming to the requirements of this Guarantee Agreement; but in the case of any such
certificates or opinions that by any provision hereof or of the Trust Indenture Act are specifically required to be furnished to the Guarantee Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of this Guarantee Agreement; 





    (ii) the
Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it shall be proved
that the Guarantee Trustee was negligent in ascertaining the pertinent facts upon which such judgment was made; 




5





 



    (iii) the Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in Liquidation Preference of the Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee,
or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and 


    (iv) no
provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against such risk or liability is not reasonably assured to it. 





    SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE. 



    (a) Subject
to the provisions of Section 3.1: 



     (i) The
Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, proxy, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties. 


    (ii) Any
direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers' Certificate unless otherwise
prescribed herein. 


    (iii) Whenever,
in the administration of this Guarantee Agreement, the Guarantee Trustee shall deem it desirable that a matter be proved or established before taking,
suffering or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon
an Officers' Certificate which, upon receipt of such request from the Guarantee Trustee, shall be promptly delivered by the Guarantor. 


    (iv) The
Guarantee Trustee may consult with legal counsel, and the advice or opinion of such legal counsel with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or opinion. Such legal counsel may be
legal counsel to the Guarantor or any of its Affiliates and may be one of its employees. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of
this Guarantee Agreement from any court of competent jurisdiction. 


    (v) The
Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of
any Holder, unless such Holder shall have provided to the Guarantee Trustee such adequate security and indemnity as would satisfy a reasonable person in the position of the Guarantee Trustee, against
the costs, expenses (including attorneys' fees and expenses) and liabilities that might be incurred by it in complying with such request or direction, including such reasonable advances as may be
requested by the Guarantee Trustee;
provided that, nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the
rights and powers vested in it by this Guarantee Agreement and use the same degree of care and skill in the exercise thereof as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs. 




6





 



    (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Guarantee Trustee, in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit. 


   (vii) The
Guarantee Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys
or any Affiliate, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. 


   (viii) Whenever
in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any
remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request instructions from the Holders of a Majority in Liquidation Preference of the Securities,
(B) may refrain from enforcing such remedy or right or taking such other action until such instructions are received, and (C) shall be protected in acting in accordance with such
instructions. 




    (b) No
provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Guarantee Trustee shall be unqualified or incompetent in accordance with
applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Guarantee Trustee shall be construed to be a
duty to act in accordance with such power and authority. 




    SECTION 3.3. INDEMNITY. The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement,
including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee
Trustee will not claim or exact any lien or charge on any Guarantee Payment as a result of any amount due to it under this Guarantee Agreement. 


ARTICLE 4  


 GUARANTEE TRUSTEE  


    SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY. 



    (a) There
shall at all times be a Guarantee Trustee which shall: 



     (i) not
be an Affiliate of the Guarantor; and 


    (ii) be
a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000, and shall be a
corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority, then, for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 




7











  



    (b) If
at any time the Guarantee Trustee shall cease to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner
and with the effect set out in Section 4.2(c). 


    (c) If
the Guarantee Trustee has or shall acquire any "conflicting interest" within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee
Trustee and Guarantor shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. The Declaration of Trust and the Indenture shall not be deemed to constitute
conflicting interests of the Guarantee Trustee. 




    SECTION 4.2.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.  



    (a) Subject
to Section 4.2(b) the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor. 



    (b) The
Guarantee Trustee shall not be removed until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed
by such Successor Guarantee Trustee and delivered to the Guarantor. 


    (c) The
Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The
Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which
resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Guarantee Trustee and
delivered to the Guarantor and the resigning Guarantee Trustee. 


    (d) If
no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to
the Guarantor of an instrument of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor
Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. 



ARTICLE 5  


 GUARANTEE  


    SECTION 5.1.  GUARANTEE.  The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim
which the Issuer may have or assert other than the defense of payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the
Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders. 


    SECTION 5.2.  WAIVER OF NOTICE AND DEMAND.  The Guarantor hereby waives notice of acceptance of the
Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, Issuer or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. 


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    SECTION 5.3.  OBLIGATIONS NOT AFFECTED.  The obligations, covenants, agreements and duties of the
Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following: 



    (a) the
release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or
condition relating to the Preferred Securities to be performed or observed by the Issuer; 


    (b) the
extension of time for the payment by the Issuer of all or any portion of the Distributions, Liquidation Distribution or any other sums payable under the terms
of the Preferred Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Securities; 



    (c) any
failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the
Holders pursuant to the terms of the
Preferred Securities, or any action on the part of the Issuer granting indulgence or extension of any kind; 


    (d) the
voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer; 



    (e) any
invalidity of, or defect or deficiency in, the Preferred Securities; 


    (f)  the
settlement or compromise of any obligation guaranteed hereby or hereby incurred; or 


    (g) any
other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, it being the intent of this
Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. 




    There
shall be no obligation of the Holders or the Guarantee Trustee to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing. 



    SECTION 5.4.  RIGHTS OF HOLDERS.  The Guarantor expressly acknowledges that: (i) this Guarantee
Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in Liquidation Preference of the Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee in respect of this Guarantee Agreement or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement;
(iv) [if the Guarantee Trustee fails to enforce this Guarantee,] any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under
this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person; and (v) if an Event of Default with respect to the
Debentures constituting the failure to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable has occurred and is continuing, then any Holder shall
have the right, which is absolute and unconditional, to proceed directly against the Guarantor to obtain Guarantee Payments without first waiting to determine if the Guarantee Trustee has enforced
this Guarantee Agreement or instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person. 


    SECTION 5.5.  GUARANTEE OF PAYMENT.  This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of
Debentures to Holders as provided in the Declaration of Trust. 


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    SECTION 5.6.  SUBROGATION.  The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer pursuant to Section 5.1;
provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation
or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this
Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount
to the Holders. 


    SECTION 5.7.  INDEPENDENT OBLIGATIONS.  The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as principal and debtor hereunder to make Guarantee Payments pursuant to
the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof. 


ARTICLE 6  


 COVENANTS  


    SECTION 6.1.  CERTAIN COVENANTS OF THE GUARANTOR.  



    (a) [INTENTIONALLY
OMITTED] 


    (b) [INTENTIONALLY
OMITTED] 


    (c) The
Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are
permitted by the Indenture may succeed
to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate the Issuer, except (a) in connection with a distribution of the
Debentures to the holders of the Preferred Securities in liquidation of the Issuer or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of
Trust, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Declaration of Trust, to cause the Issuer to remain classified as a grantor trust for United
States Federal income tax purposes. 



ARTICLE 7  


 TERMINATION  


    SECTION 7.1.  TERMINATION.  This Guarantee Agreement shall terminate and be of no further force and
effect upon the earliest of (i) the distribution of Debentures to the Holders in exchange for all of the Preferred Securities, or (ii) full payment of the amounts payable in accordance
with the Declaration of Trust upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid with respect to Preferred Securities or this Guarantee Agreement. 


ARTICLE 8  


 [INTENTIONALLY OMITTED]  


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ARTICLE 9  


 MISCELLANEOUS  


    SECTION 9.1.  SUCCESSORS AND ASSIGNS.  All guarantees and agreements contained in this Guarantee
Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding.
Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article 8 of the Indenture and pursuant to which the assignee agrees in writing to
perform the Guarantor's obligations hereunder, the Guarantor shall not assign its obligations hereunder. 


    SECTION 9.2.  AMENDMENTS.  Except with respect to any changes which do not adversely affect the rights of
the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than
662/3% in Liquidation Preference of the Securities. The provisions of Article 6 of the Declaration of Trust concerning meetings of the Holders shall apply to the giving of such
approval. The Guarantor shall furnish the Guarantee Trustee with an Officers' Certificate and an Opinion of Counsel to the effect that any amendment of this Agreement is authorized and permitted. 


    SECTION 9.3.  NOTICES.  Any notice, request or other communication required or permitted to be given
hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows: 



    (a) if
given to the Guarantor, to the address set forth below or such other address as the Guarantor may give notice of to the Holders: 




Boise
Cascade Corporation

1111 West Jefferson Street

P.O. Box 50

Boise, Idaho 83728-0001

Phone No.: (208) 384-6161

Facsimile No.: (208) 384-4912

Attention: General Counsel 





    (b) if
given to the Issuer, in care of the Guarantee Trustee, at the Issuer's (and the Guarantee Trustee's) address set forth below or such other address as the
Guarantee Trustee on behalf of the Issuer may give notice of to the Holders: 




Boise
Cascade Trust I

c/o Boise Cascade Corporation

1111 West Jefferson Street

P.O. Box 50

Boise, Idaho 83728-0001

Phone No.: (208) 384-6161

Facsimile No.: (208) 384-4912

Attention: General Counsel 





with
a copy to: 




_____________________________________

_____________________________________

Phone No.:____________________________

Facsimile No.:__________________________

Attention: Corporate Trust Services 





    (c) if
given to any Holder, at the address set forth on the books and records of the Issuer. 



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    All
notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a
notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver. 


    SECTION 9.4.  BENEFIT.  This Guarantee Agreement is solely for the benefit of the Holders and is not
separately transferable from the Preferred Securities. 


    SECTION 9.5.  INTERPRETATION.  In this Guarantee Agreement, unless the context otherwise requires: 



    (a) capitalized
terms used in this Guarantee Agreement but not defined in the preamble hereto have the respective meanings assigned to them in Section 1.1; 


    (b) a
term defined anywhere in this Guarantee Agreement has the same meaning throughout; 


    (c) all
references to "the Guarantee Agreement" or "this Guarantee Agreement" are to this Guarantee Agreement as modified, supplemented or amended from time to time; 


    (d) all
references in this Guarantee Agreement to Articles and Sections are to Articles and Sections of this Guarantee Agreement unless otherwise specified; 



    (e) a
term defined in the Trust Indenture Act has the same meaning when used in this Guarantee Agreement unless otherwise defined in this Guarantee Agreement or unless
the context otherwise requires; 


    (f)  a
reference to the singular includes the plural and vice versa; and 


    (g) the
masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. 




    SECTION 9.6.  GOVERNING LAW.  This Guarantee Agreement shall be governed by and construed and interpreted
in accordance with the laws of the state of New York without regard to the conflicts of law principles thereof. 



    This
instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 


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    THIS GUARANTEE AGREEMENT is executed as of the day and year first above written. 



	 	 	BOISE CASCADE CORPORATION	 
	

 	
 	

By:	

  
 Name:

Title:
	

 	
 	
BNY WESTERN TRUST COMPANY

as Guarantee Trustee	

 
	

 	
 	

By:	

  
 Name:

Title:




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