Change in Control Agreement -

Change in Control Agreement - Boise Cascade Corp.(Jul 29, 1999)

[As amended through July 29, 1999]
                                                               CONFIDENTIAL
(Date)
[                     ]
Dear [          ]:
    Boise Cascade Corporation (the 'Company') considers it essential to the 
best interests of its stockholders to foster the continuous employment of 
key management personnel in the event there is, or is threatened, a change 
in control of the Company.  In this connection, the Board of Directors of 
the Company (the 'Board') recognizes that the possibility of a change in 
control may exist and that such possibility, and the uncertainty and 
questions which it may raise among management, may result in the departure 
or distraction of management personnel to the detriment of the Company and 
its stockholders.
    The Board has determined that appropriate steps should be taken to 
reinforce and encourage the continued attention and dedication of members 
of the  management, including yourself, to their assigned duties without 
distraction Company's in the face of potentially disturbing circumstances 
arising from the possibility of a change in control of the Company, 
although no such change is now contemplated.
    In order to induce you to remain in the employ of the Company in the 
face of a change in control of the Company and in consideration of your 
agreement set forth in Section 2.B hereof, the Company agrees that you 
shall receive the severance benefits set forth in this letter agreement in 
the event your employment with the Company is terminated prior or 
subsequent to a 'change in control of the Company' (as defined in Section 2 
hereof) under the circumstances described below.
     1.   TERM OF AGREEMENT.  This Agreement amends, supersedes, and 
restates in its entirety the Agreement between you and the Company dated 
____________.  This amendment shall be effective on the date hereof and 
shall continue in effect through [        ]; provided, however, that 
commencing on [             ], and each January 1 thereafter, the term of 
this Agreement shall automatically be extended so as to terminate on the 
third anniversary of such date, unless, not later than September 30 of the 
preceding year, the Company shall have given notice not to extend this 
Agreement; provided, however, if a change in control of the Company (as 
defined in Section 2 hereof) shall have occurred during the term of this 
Agreement, this Agreement shall continue in effect for a period of not less 
than twenty-four months beyond the month in which such change in control of 
the Company occurred.
     2.   CHANGE IN CONTROL.
          A.  No benefits shall be payable hereunder unless there shall 
have been a change in control of the Company, as set forth below, and your 
employment by the Company shall have been terminated in accordance with 
Section 3 below.  A 'change in control of the Company' shall be deemed to 
have occurred if the event set forth in any one of the following paragraphs 
shall have occurred:
             (1)  Any Person is or becomes the Beneficial Owner, directly 
or indirectly, of securities of the Company representing 20% 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 20% 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 Subsection 2A(3)(i) of 
this Agreement shall not be deemed to be a change in control of the 
Company; or
             (2)  The following individuals cease for any reason to 
constitute at least 66 2/3% 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 
two-thirds (2/3) 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
             (3)  The consummation of a merger or consolidation of the 
Company (or any direct or indirect subsidiary of the Company) with any 
other corporation other than (i) a merger or consolidation which would 
result in both (a) continuing directors continuing to constitute at least 
66 2/3% 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) at least 66 2/3% 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 20% 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 20% 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 Subsection 2A(3)(i) of this Agreement 
shall not be deemed to be a change in control of the Company; or
             (4)  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, at least 66 2/3% 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.
             Notwithstanding the foregoing, any event or transaction which 
would otherwise constitute a change in control of the Company (a 
'Transaction') shall not constitute a change in control of the Company for 
purposes of your benefits under this Agreement if, in connection with the 
Transaction, you participate as an equity investor in the acquiring entity 
or any of its affiliates (the 'Acquiror').  For purposes of the preceding 
sentence, you shall not be deemed to have participated as an equity 
investor in the Acquiror by virtue of (a) obtaining beneficial ownership of 
any equity interest in the Acquiror as a result of the grant to you of an 
incentive compensation award under one or more incentive plans of the 
Acquiror (including but not limited to the conversion in connection with 
the Transaction of incentive compensation awards of the Company into 
incentive compensation awards of the Acquiror), on terms and conditions 
substantially equivalent to those applicable to other executives of the 
Company immediately prior to the Transaction, after taking into account 
normal differences attributable to job responsibilities, title, and the 
like; (b) obtaining beneficial ownership of any equity interest in the 
Acquiror on terms and conditions substantially equivalent to those obtained 
in the Transaction by all other stockholders of the Company; or (c) having 
obtained an incidental equity ownership in the Acquiror prior to and not in 
anticipation of the Transaction.
        B.  For purposes of this Agreement, a 'potential change in control 
of the Company' shall be deemed to have occurred if (1) the Company enters 
into an agreement, the consummation of which would result in the occurrence 
of a change in control of the Company, (2) the Company or any Person 
publicly announces an intention to take or to consider taking actions which 
if consummated would constitute a change in control of the Company; (3) any 
Person becomes the Beneficial Owner, directly or indirectly, of securities 
of the Company representing 9.5% 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; or (4) the Board adopts a resolution 
to the effect that a potential change in control of the Company for 
purposes of this Agreement has occurred.  You agree that, subject to the 
terms and conditions of this Agreement, in the event of a potential change 
in control of the Company, you will at the option of the Company remain in 
the employ of the Company until the earlier of (a) the date which is six 
months from the occurrence of the first such potential change in control of 
the Company, or (b) the date of a change in control of the Company.
        C.  For purposes of this Agreement, 'Beneficial Owner' shall have 
the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 
1934, as amended (the 'Exchange Act').
        D.  For purposes of this Agreement, 'Person' shall have the meaning 
given in Section 3(a)(9) of the Exchange Act, as modified and used in 
Sections 13(d) and 14(d) thereof, except that such term shall not include 
(1) the Company or any of its subsidiaries, (2) a trustee or other 
fiduciary holding securities under an employee benefit plan of the Company 
or any of its subsidiaries, (3) an underwriter temporarily holding 
securities pursuant to an offering of such securities, or (4) 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.
     3. TERMINATION AND CHANGE IN CONTROL.  If (1) any of the events 
described in Section 2 hereof constituting a change in control of the 
Company shall have occurred and your employment subsequently terminates 
during the term of this Agreement or (2) there has occurred a potential 
change in control, your employment subsequently terminates during the term 
of this Agreement in contemplation of a change in control, and subsequently 
an actual change in control of the Company pursuant to Section 2 occurs, 
you shall be entitled to the benefits provided in Sections 4 and 5 hereof 
unless in either case such termination is because of your death, by the 
Company for Cause or Disability, or by you other than for Good Reason.
        A.  DISABILITY.  If, as a result of your incapacity due to physical 
or mental illness, you shall have been absent from your duties with the 
Company on a full-time basis for six consecutive months, and within thirty 
days after written notice of termination is given you shall not have 
returned to the full-time performance of your duties, the Company may 
terminate your employment for 'Disability.'
        B.  CAUSE.  Termination by the Company of your employment for 
'Cause' shall mean termination upon (1) the willful and continued failure 
by you to substantially perform your duties with the Company (other than 
any such failure resulting from your incapacity due to physical or mental 
illness or any such actual or anticipated failure resulting from your 
termination for Good Reason), after a demand for substantial performance is 
delivered to you by the Board which specifically identifies the manner in 
which the Board believes that you have not substantially performed your 
duties, or (2) the willful engaging by you in conduct which is demonstrably 
and materially injurious to the Company, monetarily or otherwise.  For 
purposes of this Subsection, no act, or failure to act, on your part shall 
be considered 'willful' unless done, or omitted to be done, by you not in 
good faith and without reasonable belief that your action or omission was 
in the best interest of the Company.  Notwithstanding the foregoing, you 
shall not be deemed to have been terminated for Cause unless and until 
there shall have been delivered to you a copy of a resolution duly adopted 
by the affirmative vote of not less than three-quarters of the entire 
membership of the Board at a meeting of the Board called and held for the 
purpose (after reasonable notice to you and an opportunity for you, 
together with your counsel, to be heard before the Board), finding that in 
the good faith opinion of the Board you were guilty of conduct set forth 
above in clauses (1) or (2) of the first sentence of this Subsection and 
specifying the particulars thereof in detail.  All decisions by the Company 
regarding termination for Cause must be supported by clear and convincing 
evidence.
       C.  GOOD REASON.  You shall be entitled to terminate your employment 
for Good Reason.  For purposes of this Agreement, 'Good Reason' shall, 
without your express written consent, mean:
           (1)   The assignment to you of any duties inconsistent with your 
status as an Executive Officer of the Company or an adverse alteration in 
the nature or status of your responsibilities from those in effect 
immediately prior to a change in control of the Company;
           (2)  The disposition by the Company of the business of the 
Company for which your services are principally provided pursuant to a 
partial or complete liquidation of the Company, a sale of assets (including 
stock of a subsidiary) of the Company, or otherwise;
           (3)   A reduction by the Company in your annual base salary as 
in effect on the date hereof or as the same may be increased from time to 
time, except for across-the-board salary reductions similarly affecting all 
executives of the Company and all executives of any Person in control of 
the Company;
           (4)   The Company's requiring you to be based anywhere other 
than in the metropolitan area in which you were based immediately prior to 
a change in control of the Company, except for required travel on the 
Company's business to an extent substantially consistent with your business 
travel obligations as such existed immediately prior to the change in 
control;
           (5)   The failure by the Company to continue in effect any 
compensation plan in which you were participating immediately prior to the 
change in control of the Company, including but not limited to your 
participation, if any, in the Company's Key Executive Performance Plan for 
Executive Officers (the 'KEPP'), the 1982, 1986, and 1995 Executive Officer 
Deferred Compensation Plans, the 1987 and 1995 Key Executive Deferred 
Compensation Plans (the 'Deferred Compensation Plans'), the 1984 Key 
Executive Stock Option Plan (the '1984 Stock Option Plan'), or any 
substitute or additional plans adopted prior to the change in control of 
the Company, unless an equitable arrangement (embodied in an ongoing 
substitute or alternative plan) has been made with respect to such plan in 
connection with the change in control of the Company, or unless the plan 
has expired in accordance with its terms in effect immediately prior to the 
change in control of the Company; or the failure by the Company to continue 
your participation therein on a basis not materially less favorable, both 
in terms of the amount of benefits provided and the level of your 
participation relative to other participants, as existed immediately prior 
to the change in control of the Company;
           (6)   The failure by the Company to continue to provide you with 
benefits substantially similar to those enjoyed by you under any of the 
Company's pension, life insurance, medical, health and accident, or 
disability plans, including, without limitation, the Company's Split-Dollar 
Life Insurance Plan ('Split-Dollar Plan'), and the Supplemental Early 
Retirement Plan for Executive Officers ('Early Retirement Plan'), the 
Pension Plan for Salaried Employees (the 'Qualified Plan'), the Savings and 
Supplemental Retirement Plan (the 'SSRP'), the Supplemental Retirement 
Programs (the 'Excess Benefit Plans'), and any other nonqualified pension 
agreement between you and the Company, in which you may have been 
participating at the time of a change in control of the Company, the taking 
of any action by the Company which would directly or indirectly materially 
reduce any of such benefits or deprive you of any material fringe benefit 
enjoyed by you at the time of the change in control of the Company, or the 
failure by the Company to provide you with the number of paid vacation days 
to which you are entitled on the basis of years of service with the Company 
in accordance with the Company's normal vacation policy in effect at the 
time of the change in control of the Company;
            (7)   The failure of the Company to obtain a satisfactory 
agreement from any successor to assume and agree to perform this Agreement, 
as contemplated in Section 7 hereof; or
            (8)   Any purported termination of your employment which is not 
effected pursuant to a Notice of Termination satisfying the requirements of 
Subsection D below (and, if applicable, Subsection B above).  Furthermore, 
no such purported termination of your employment shall be effective for 
purposes of this Agreement.
             Your right to terminate your employment pursuant to this 
Subsection shall not be affected by your incapacity due to physical or 
mental illness.  Your continued employment shall not constitute consent to, 
or a waiver of rights with respect to, any act or failure to act 
constituting Good Reason hereunder.
         D.  NOTICE OF TERMINATION.  Any purported termination by the 
Company or by you shall be communicated by written Notice of Termination to 
the other party hereto in accordance with Section 8 hereof.  For purposes 
of this Agreement, a 'Notice of Termination' shall mean a notice which 
shall indicate the specific termination provision in this Agreement relied 
upon and shall set forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of your employment under the 
provision so indicated.
         E.  DATE OF TERMINATION, ETC.  'Date of Termination' shall mean 
(1) if your employment is terminated for Disability, thirty days after 
Notice of Termination is given (provided that you shall not have returned 
to the performance of your duties on a full-time basis during such thirty-
day period), and (2) if your employment is terminated pursuant to 
Subsection B or C above or for any other reason, the date specified in the 
Notice of Termination (which, in the case of a termination pursuant to 
Subsection B above shall not be less than thirty days, and in the case of a 
termination pursuant to Subsection C above shall not be more than sixty 
days, respectively, from the date such Notice of Termination is given); 
provided that if within thirty days after any Notice of Termination is 
given the party receiving such Notice of Termination notifies the other 
party that a dispute exists concerning the termination, the Date of 
Termination shall be the date on which the dispute is finally determined, 
either by mutual written agreement of the parties or by a final judgment, 
order or decree of a court of competent jurisdiction (the time for appeal 
therefrom having expired and no appeal having been perfected); and provided 
further that the Date of Termination shall be extended by a notice of 
dispute only if such notice is given in good faith and the party giving 
such notice pursues the resolution of such dispute with reasonable 
diligence.  Notwithstanding the pendency of any such dispute, the Company 
will continue to pay you your full compensation in effect when the notice 
giving rise to the dispute was given (including, but not limited to, base 
salary) and continue you as a participant in all compensation, benefit and 
insurance plans in which you were participating when the notice giving rise 
to the dispute was given, until the dispute is finally resolved in 
accordance with this Section.  Amounts paid under this Section are in 
addition to all other amounts due under this Agreement and shall not be 
offset against or reduce any other amounts due under this Agreement.
     4.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.
         A.  During any period that you fail to perform your duties 
hereunder as a result of incapacity due to physical or mental illness, you 
shall continue to receive your full base salary at the rate then in effect 
and all compensation, including under the KEPP, paid during the period 
until your employment is terminated pursuant to Section 3.A hereof.  
Thereafter, your benefits shall be determined in accordance with the insur-
ance programs then in effect of the Company or subsidiary corporation by 
which you are employed, and any qualified retirement plan and any executive 
supplemental retirement plan in effect immediately prior to the change in 
control of the Company.
         B.  If your employment shall be terminated for Cause or by you 
other than for Good Reason, the Company shall pay you only your full base 
salary through the Date of Termination at the rate in effect at the time 
Notice of Termination is given, plus all other amounts to which you are 
entitled under any compensation plan of the Company at the time such 
payments are due, and the Company shall have no further obligations to you 
under this Agreement.
         C.  If your employment shall be terminated by the Company or any 
subsidiary corporation by which you are employed other than for Cause or 
Disability, or by you for Good Reason, then you shall be entitled to the 
benefits provided below:
             (1)  The Company shall pay you, not later than the fifth day 
following the Date of Termination, your full base salary through the Date 
of Termination at the rate in effect at the time Notice of Termination is 
given without regard to any reduction in base salary that would constitute 
Good Reason, plus all other amounts to which you are entitled under any 
compensation plan of the Company at the time such payments are due;
             (2)  The Company shall pay to you, not later than the fifth 
day following the Date of Termination, a lump sum severance payment equal 
to (a) three times the sum of (i) your annual base salary at the rate in 
effect at the time Notice of Termination is given without regard to any 
reduction in base salary that would constitute Good Reason, plus (ii) your 
target bonus payout under the Company's Key Executive Performance Plan for 
Executive Officers (the 'KEPP') (or any substitute plan) for the year in 
which occurs the Date of Termination or change in control of the Company, 
whichever is greater, less (b) the dollar amount, if any, which you are 
paid upon termination of employment, without regard to the provisions of 
this Agreement, under the Company's Severance Pay Policy for Executive 
Officers as in effect immediately prior to the Date of Termination;
             (3)  The Company shall pay to you, not later than the fifth 
day following the Date of Termination, a lump sum amount equal to the 
greater of the value of your unused and accrued vacation entitlement in 
accordance with the Company's Vacation Policy as in effect immediately 
prior to the change in control of the Company or as in effect on Date of 
Termination;
             (4)  The Company shall pay to you, not later than the fifth 
day following the Date of Termination, a lump sum amount equal to the sum 
of (a) any unpaid bonus (excluding deferred awards, plus interest, credited 
to your account, which shall be payable under the KEPP in accordance with 
its terms) pursuant to the KEPP (or any substitute plan) allocable to you 
in respect of the Plan year preceding that in which the Date of Termination 
occurs, and (b) a KEPP award (or award under a substitute plan) for the 
year in which the Date of Termination occurs, equal to the greater of 
(i) 30% of your base salary for such year (determined without regard to any 
reduction in your base salary constituting Good Reason), prorated through 
the month in which the Date of Termination occurs, or (ii) the actual KEPP 
award (or award under such substitute plan) as determined by actual year-
to-date earnings per share through the last day of the month prior to the 
month in which the Date of Termination occurs in accordance with the KEPP 
award criteria (or criteria under such substitute plan) in which you are 
participating as of the Date of Termination, prorated through the month in 
which the Date of Termination occurs; and
             (5)  The Company shall also pay to you all legal fees and 
expenses incurred by you as a result of such termination (including all 
such fees and expenses, if any, incurred in contesting or disputing any 
such termination or in seeking to obtain or enforce any right or benefit 
provided by this Agreement).
        D.   If your employment shall be terminated (1) by the Company or 
subsidiary corporation by which you are employed other than for Cause or 
Disability or (2) by you for Good Reason, then for a twelve-month period 
following such termination, the Company shall maintain, in full force and 
effect for your continued benefit, either (a) all life, disability, 
accident and health insurance plans or arrangements, and financial 
counseling services in which you may have been participating immediately 
prior to the change in control of the Company or (b) at your election, such 
plans or arrangements in which you were participating immediately prior to 
the Date of Termination, provided your continued participation (or a 
particular type of coverage) is possible under the general terms and 
provisions of such plans and arrangements.  In the event your participation 
(or a particular type of coverage) under any such plan or arrangement is 
barred, the Company shall arrange to provide you with benefits, at 
substantially the same cost to you, which are substantially similar to 
those which you are entitled to receive under such plans and arrangements.  
Notwithstanding the foregoing, the Company shall continue to pay such 
amounts as may be required to maintain any insurance you may have had in 
force pursuant to the Split-Dollar Plan until the later of your sixty-fifth 
birthday or ten years after the insurance policy is issued, after which the 
Company will release to you its interest in each such policy.
        E.   If your employment shall be terminated (1) by the Company or 
subsidiary corporation by which you are employed other than for Cause or 
Disability or (2) by you for Good Reason, then in addition to the aggregate 
retirement benefits to which you are entitled under the Company's Qualified 
Plan, the Company's Excess Benefit Plans, any other nonqualified pension 
agreement or arrangement, or any successor plans thereto, the Company shall 
pay you amounts equal to (a), (b), (c), or (d), whichever is applicable:
             (a)  If you have satisfied the service, but not the age, 
requirements of the Early Retirement Plan, as in effect immediately prior 
to the change in control of the Company, you shall receive a monthly 
benefit, commencing on your fifty-fifth birthday equal to the benefit to 
which you would have been entitled under the Early Retirement Plan, as in 
effect immediately prior to the change in control of the Company, had you 
satisfied the age and service requirements as of the Date of Termination; 
or
             (b)  If you have satisfied the age, but not the service, 
requirement of the Early Retirement Plan, as in effect immediately prior to 
the change in control of the Company, you shall receive a monthly benefit, 
commencing as of the Date of Termination equal to the benefit to which you 
would have been entitled under the Early Retirement Plan, as in effect 
immediately prior to the change in control of the Company, had you 
satisfied the age and service requirements as of the Date of Termination; 
or
             (c)  If you have satisfied neither the age nor the service 
requirements of the Early Retirement Plan, as in effect immediately prior 
to the change in control of the Company, you shall receive a monthly 
benefit, commencing on your fifty-fifth birthday equal to the benefit to 
which you would have been entitled under the Early Retirement Plan, as in 
effect immediately prior to the change in control of the Company, had you 
satisfied the age and service requirements as of the Date of Termination; 
or
             (d)  If you have satisfied both the age and the service 
requirements of the Early Retirement Plan, as in effect immediately before 
the change in control of the Company, you shall receive the benefits to 
which you are entitled under the Early Retirement Plan.
The benefits under this paragraph E shall be paid in the same manner as, 
and shall otherwise possess the same rights and privileges as were 
available with respect to, benefits under the terms of the Early Retirement 
Plan as in effect immediately prior to the change in control of the 
Company.
        F.   If your employment shall be terminated (1) by the Company or 
subsidiary corporation by which you are employed other than for Cause or 
Disability or (2) by you for Good Reason, then you shall not be required to 
mitigate the amount of any payment provided for in this Section 4 by 
seeking other employment or otherwise, nor shall the amount of any payment 
or benefit provided for in this Section 4 (except as otherwise provided in 
the immediately succeeding sentence) be reduced by any compensation earned 
by you as the result of employment by another employer or by retirement 
benefits after the Date of Termination, or otherwise.  Benefits otherwise 
receivable by you pursuant to Section 4.D shall be reduced to the extent 
comparable benefits are actually received by you during the twelve-month 
period following your termination, and any such benefits actually received 
by you shall be reported to the Company.
      5.  PROTECTIVE LIMITATION.
          A.  Notwithstanding any provision hereof to the contrary, in the 
event you (1) would receive payments under this Agreement or under any 
other plan, program, or policy sponsored by the Company (the 'Total 
Payments'); and (2) which Total Payments relate to a change in control of 
the Company and which are determined by the Company to be subject to excise 
tax under Section 4999 of the Code (the 'Excise Tax'); then (3) the Company 
shall pay to you an additional amount (the 'Gross-up Payment') such that 
the net amount retained by you, after deduction of any Excise Tax on the 
Total Payments and any federal, state and local income and employment 
taxes, and Excise Tax upon the Gross-up Payment, shall be equal to the 
Total Payments.
        B.   For purposes of determining whether any of the Total Payments 
will be subject to the Excise Tax and the amount of such Excise Tax, 
(1) all of the Total Payments shall be treated as 'parachute payments' 
(within the meaning of Section 280G(b)(2) of the Code) unless, in the 
Company's opinion, such payments or benefits (in whole or in part) do not 
constitute parachute payments, including by reason of Section 280G(b)(4)(A) 
of the Code, and (2) all 'excess parachute payments' within the meaning of 
Section 280G(b)(1) of the Code shall be treated as subject to the Excise 
Tax unless, in the Company's opinion, such excess parachute payments (in 
whole or in part) represent reasonable compensation for services actually 
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in 
excess of the base amount allocable to such reasonable compensation, or are 
otherwise not subject to the Excise Tax.  For purposes of determining the 
amount of the Gross-up Payment, you will be deemed to pay federal income 
tax at the highest marginal rate of federal income taxation in the calendar 
year in which the Gross-up Payment is to be made and state and local income 
taxes at the highest marginal rate of taxation in the state and locality of 
your residence on the Date of Termination, net of the maximum reduction in 
federal income taxes which could be obtained from deduction of such state 
and local taxes.
        C.  The payments provided in Subsection 5(A) shall be made not 
later than the fifth day following the Date of Termination; provided, 
however, if the amount of such payment cannot be finally determined on or 
before such day, the Company shall pay to you on such day an estimate, as 
determined in good faith by the Company of the minimum amount of such 
payments to which you are clearly entitled and shall pay the remainder of 
such payments (together with interest on the unpaid remainder (or on all 
such payments to the extent the Company fails to make such payments when 
due) at 120% of the rate provided in Section 1274(b)(2)(B) of the Code) as 
soon as the amount thereof can be determined but in no event later than the 
thirtieth (30th) day after the Date of Termination.  In the event that the 
amount of the estimated payments exceeds the amount subsequently determined 
to have been due, such excess shall constitute a loan by the Company to 
you, payable on the fifth (5th) business day after demand by the Company 
(together with interest at 120% of the rate provided in 
Section 1274(b)(2)(B) of the Code).  At the time that payments are made 
under this Agreement, the Company shall provide you with a written 
statement setting forth the manner in which such payments were calculated 
and the basis for such calculations including, without limitation, any 
opinions or other advice the Company has received from Tax Counsel, its 
auditor, or other advisors or consultants (and any such opinions or advice 
which are in writing shall be attached to the statement).
        D.  In the event that the Excise Tax is finally determined to be 
less than the amount taken into account hereunder in calculating the Gross-
up Payment, you shall repay to the Company, within five (5) business days 
following the time that the amount of such reduction in Excise Tax is 
finally determined, the portion of the Gross-up Payment attributable to 
such reduction (plus that portion of the Gross-up Payment attributable to 
the Excise Tax and federal, state, and local income and employment taxes 
imposed on the Gross-up Payment being repaid by you, to the extent that 
such repayment results in a reduction in the Excise Tax and a dollar-for-
dollar reduction in your taxable income and wages for purposes of federal, 
state, and local income and employment taxes) plus interest on the amount 
of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of 
the Code.  In the event that the Excise Tax is determined, for any reason, 
to exceed the amount taken into account hereunder in calculating the Gross-
up Payment, the Company shall make an additional Gross-up Payment in 
respect of such excess (plus any interest, penalties, or additions payable 
by you with respect to such excess and such portion) within five (5) 
business days following the time that the amount of such excess is finally 
determined.  You and the Company shall reasonably cooperate with the other 
in connection with any administrative or judicial proceedings concerning 
the existence or amount of liability for Excise Tax with respect to the 
Total Payments.
      6.   DEFERRED COMPENSATION AND BENEFITS TRUST.  The Company has 
established a Deferred Compensation and Benefits Trust, and shall comply 
with the terms of that Trust.  Upon the occurrence of any potential change 
in control of the Company, the Company shall transfer to the Trust an 
amount of cash, marketable securities, or other property acceptable to the 
trustee(s) equal in value to 105% of the amount necessary, on an actuarial 
basis and calculated in accordance with the terms of the Trust, to pay the 
Company's obligations under this Agreement (the 'Funding Amount').  The 
cash, marketable securities, and other property so transferred shall be 
held, managed, and disbursed by the trustee(s) subject to and in accordance 
with the terms of the Trust.  In addition, from time to time, the Company 
shall make any and all additional transfers of cash, marketable securities, 
or other property acceptable to the trustee(s) as may be necessary in order 
to maintain the Funding Amount with respect to this Agreement.  The 
determination of the amount required to be transferred by the Company to 
the Trust shall include any amounts that could in any circumstances be 
payable in the future under Sections 4 and 5 hereof, calculated in 
accordance with the following rules:  (A) Upon a potential change in 
control of the Company, the Company will calculate the amount required to 
be transferred to the Trust based on the assumption that your employment, 
if not previously terminated, will be terminated by the Company other than 
for Cause or Disability on the second anniversary of the potential change 
in control of the Company; and (B) Upon any subsequent recalculation, your 
employment will be deemed to have been terminated by the Company other than 
for Cause or Disability on the later of the date of actual termination or 
the date of such recalculation.
         For this purpose, the term Deferred Compensation and Benefits 
Trust shall mean an irrevocable trust or trusts established or to be 
established by the Company with an independent trustee or trustees for the 
benefit of persons entitled to receive payments or benefits hereunder, the 
assets of which nevertheless will be subject to claims of the Company's 
creditors in the event of bankruptcy or insolvency and with respect to 
which the Company shall have received a ruling from the Internal Revenue 
Service that the trust is a 'grantor trust' for federal income tax 
purposes.
         The Deferred Compensation and Benefits Trust shall contain the 
following additional provisions:
         (a)  If a change in control of the Company does not occur within 
one year after the potential change in control of the Company, the Company 
may reclaim the assets transferred to the trustee or trustees subject to 
the requirement that it be again funded upon the occurrence of another 
potential change in control of the Company.
         (b)  Upon a change in control of the Company, the assets of the 
Deferred Compensation and Benefits Trust shall be used to pay benefits 
under this Agreement, except to the extent such benefits are paid by the 
Company, and the Company and any successor shall continue to be liable for 
the ultimate payment of those benefits.
         (c)  The Deferred Compensation and Benefits Trust will be 
terminated upon the exhaustion of the trust assets or upon payment of all 
the Company's obligations.
         (d)  The Deferred Compensation and Benefits Trust shall contain 
other appropriate terms and conditions consistent with the purposes sought 
to be accomplished by it.  Prior to a change in control of the Company, the 
Deferred Compensation and Benefits Trust may be amended from time to time 
by the Company, but no such amendment may substantially alter any of the 
provisions set out in the preceding paragraphs.
     7.   SUCCESSORS; BINDING AGREEMENT.
          A.  The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to expressly 
assume and agree to perform this Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no such 
succession had taken place.  Failure of the Company to obtain such 
assumption and agreement prior to the effectiveness of any such succession 
shall be a breach of this Agreement and shall entitle you to compensation 
from the Company in the same amount and on the same terms as you would be 
entitled hereunder if you terminate your employment for Good Reason, except 
that for purposes of implementing the foregoing, the date on which any such 
succession becomes effective shall be deemed the Date of Termination.  As 
used in this Agreement, 'Company' shall mean the Company as hereinbefore 
defined and any successor to its business and/or assets as aforesaid which 
assumes and agrees to perform this Agreement by operation of law, or 
otherwise.
          B.  This Agreement shall inure to the benefit of and be 
enforceable by your personal or legal representatives, executors, 
administrators, successors, heirs, distributees, devisees and legatees.  If 
you should die while any amount would still be payable to you hereunder if 
you had continued to live, all such amounts, unless otherwise provided 
herein, shall be paid in accordance with the terms of this Agreement to 
your devisee, legatee or other designee or if there is no such designee, to 
your estate.
          C.  Any dispute between you and the Company regarding this 
Agreement may be resolved either by binding arbitration or by judicial 
proceedings at your sole election, and the Company agrees to be bound by 
your election in that regard.
     8.   NOTICE.  For the purposes of this Agreement, notices and all 
other communications provided for in the Agreement shall be in writing and 
shall be deemed to have been duly given when delivered or mailed by United 
States registered mail, return receipt requested, postage prepaid, 
addressed to the respective addresses set forth on the first page of this 
Agreement, provided that all notices to the Company shall be directed to 
the attention of the Board with a copy to the Secretary of the Company, or 
to such other address as either party may have furnished to the other in 
writing in accordance herewith, except that notice of change of address 
shall be effective only upon receipt.
     9.  MISCELLANEOUS.  No provision of this Agreement may be modified, 
waived or discharged unless such waiver, modification or discharge is 
agreed to in writing and signed by you and such officer as may be 
designated by the Board.  No waiver by either party hereto at any time of 
any breach by the other party hereto of, or compliance with, any condition 
or provision of this Agreement to be performed by such other party shall be 
deemed a waiver of similar or dissimilar provisions or conditions at the 
same or at any prior or subsequent time.  No agreements or representations, 
oral or otherwise, express or implied, with respect to the subject matter 
hereof have been made by either party which are not expressly set forth in 
this Agreement.  All references to sections of the Exchange Act or the Code 
shall be deemed also to refer to any successor provisions to such sections.  
If the obligations of the Company under Sections 4 and 5 arise prior to the 
expiration of the term of this Agreement, such obligations shall survive 
the expiration of the term.
    10.  VALIDITY.  The invalidity or unenforceability of any provision of 
this Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full force and effect.
    11.  COUNTERPARTS.  This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original but all of 
which together will constitute one and the same instrument.
    12.  NO GUARANTY OF EMPLOYMENT.  Neither this contract nor any action 
taken hereunder shall be construed as giving you a right to be retained as 
an employee or an executive officer of the Company.
    13.  GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with Delaware law.
    14.  OTHER BENEFITS.  Any payments due to you as provided herein are in 
addition to, and not in lieu of, any amounts to which you may be entitled 
under any other employee benefit plan, program or policy of the Company.
    If this letter correctly sets forth our agreement on the subject matter 
hereof, kindly sign and return to the Company the enclosed copy of this 
letter which will then constitute our agreement on this subject.
Sincerely,
BOISE CASCADE CORPORATION
By  ___________________________
    J. W. Holleran
    Senior Vice President and General Counsel
Agreed to this [   ] day of [            ],
______________________________
[Name of Officer]
Enclosure