FIFTH AMENDMENT TO OUTSOURCING SERVICES AGREEMENT

1. Amendment to Term. Section 3 of the Outsourcing Services Agreement between and among the parties dated as of February 22, 2008 (the “Agreement”) is amended to provide for an expiration date (the “Expiration Date”) for those Statements of Work (the “Expiring Statements of Work”) identified on Exhibit A, and the obligations of each party under each such Expiring Statement of Work shall terminate on the Expiration Date provided thereon. Those Statements of Work (“Continuing Statement of Work”) not included on Exhibit A shall terminate in accordance with Section 3 unless earlier terminated pursuant to the terms of the Agreement or as otherwise provided on such Continuing Statements of Work.

2.Termination Assistance Services for Expiring Statements of Work. Section 25.6 of the Agreement shall be amended to add the following language to the end of the first paragraph of such provision:

Notwithstanding the foregoing or anything to the contrary in this Agreement, the Termination Assistance Services Period for each Expiring Statement of Work shall precede the Expiration Date of such Expiring Statement of work and shall end on such Expiration Date, such that there shall be no further obligations of the parties for any Expiring Statement of Work after its Expiration Date. For those Expiring Statements of Work for which the Termination Assistance Services Period exceeds the length of time between the date hereof and the Expiration Date, such Termination Assistance Services Period shall be shortened and shall end on the Expiration Date. In the event that Services Recipient provides the notice to terminate an Expiring Statement of Work as provided in Section 25.3 or such Statement of Work is otherwise terminated prior to its Expiration Date, the Termination Assistance Services Period will not, in any event, run beyond the Expiration Date for such Expiring Statement of Work.

3.Severance Obligations for Expiring Statements of Work. A new Section 25.3.4 is hereby added to the Agreement and shall read as follows:

25.3.4    Notwithstanding anything to the contrary in Section 25.3.3 or elsewhere in this Agreement, Service Recipient shall not be responsible for severance costs or other termination costs for terminating employment with Service Provider of any employees of Service Provider who were employed for purposes of fulfilling Service Provider’s obligation to provide Services under the Agreement as a result

of the termination of any Expiring Statement of Work, howsoever such termination occurs.

4.Employees.

A new Section 25.3.5 is hereby added to the Agreement and shall read as follows:

25.3.5 If Services Recipient desires to employ any employees of Services Provider involved in the provision of any Services under any Expiring Statement of Work, Services Recipient shall notify Services Provider in writing, which notice shall include the names of such employees. Services Provider shall make those identified employees after the Expiration Date of such Expiring Statement of Work (“Continuing Employees”) available to Services Recipient for interview and such other customary pre-employment procedures of Services Recipient and shall cooperate with Services Recipient as to allow Services Recipient to solicit for employment and hire (at or around the time of the Expiration Date of such Expiring Statement of Work) of such Continuing Employees. The parties shall also cooperate as necessary so that Service Provider’s ability to provide the Services to Services Recipient through the Expiration Date is not jeopardized by Services Recipient hiring such Continuing Employee. It is hereby understood that Services Provider will not participate in any manner in connection with the solicitation and hiring of Continuing Employees, and Services Recipient shall not consult Services Provider in connection therewith, other than to make necessary arrangements to meet with individual employees as Services Recipient determines necessary and to provide information regarding years of service, wage, position and benefits. Services Recipient shall be under no obligation to employ, or offer employment, to any employees of Services Provider. Services Provider shall be responsible for any severance or other termination costs regarding the termination of employment with Service Provider of any employee involved in the provision of Services under any Expiring Statement of Work. If Services Recipient employs any Continuing Employee and subsequently terminates such Continuing Employee, Services Recipient shall be responsible for any severance or other termination costs of such Continuing Employee under Service Recipients plans or policies.

5.Continuing Statements of Work. The Continuing Statements of Work identified on Exhibit B shall continue after the date hereof subject to any amendments identified thereon and attached thereto.

6.New Statement of Work. The Statement of Work entitled “IT Services-Maximo Mill Maintenance System” is hereby adopted and shall read as set forth on Exhibit C.

Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy of Services Recipient with respect to any Services that are defective or that do not otherwise conform to the requirements of this Agreement (including any representation or warranty relating to such Services set forth herein or on any Statement of Work and as provided in this Section 8.2) shall be the reperformance or correction by Services Provider of such defective or non-conforming Service. Services Provider shall have no other Liability to Services Recipient or any third party for any Losses relating to defective or non-conforming Services.

SERVICE RECIPIENT’S SOLE AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NONCONFORMING SERVICES SHALL BE AS PROVIDED IN SECTION 8.2.

22.3 Exclusions. The limitation of liability set forth in Article 22 and the exclusion of certain damages set forth in Section 22.2 are not applicable to: (i) amounts expended by Services Recipient to find a replacement from a third party for the applicable Services or Deliverables in the event of a failure by Service Provider to provide the same, where such amounts are recoverable in accordance with the terms of this Agreement and subject to any notice and cure periods; provided that the exclusion in this clause (i) shall only apply to the failure of Service Provider to provide Services or Deliverables and shall not apply to non-conforming or defective Services where Service Provider undertakes in good faith to reperform or correct such Services; (ii) the failure of Services Recipient to make payments due under this Agreement (including late fees but subject to the exclusion of certain damages set forth in Section 22.2); (iii) any liability (including

any related indemnifications obligations) caused by or arising from (a) criminal or tortious willful misconduct or criminal or tortious fraud of a Party or such Party’s Personnel (but without limiting either Party’s right to recover damages that may not be excluded by contract as a matter of law), (b) any bodily injury or damage to tangible property to the extent such injury or damage results from the negligence or willful misconduct of a Party or its contractors, licensees, agents, employees, subcontractors, or third party suppliers, unless due to the negligence or willful misconduct of the other Party, its contractors, licensees, agents, employees, subcontractors, or third party suppliers, (c) either Party’s unauthorized use or disclosure of the other Party’s Confidential Information (but which liability shall be capped in the aggregate, with all other claims subject to a cap under this Article 22, to an amount equal to one and one-half (1.5) times the Cap), or (d) breach of either Party’s Intellectual Property Rights.

8.Immediate Termination of Statement of Work. The Statement of Work entitled “Timber Procurement/Accounting Umatilla Chip Mill” is hereby terminated.

9.Change in Service Provider and Service Recipient. At a mutually agreed upon date no earlier than March 31, 2015 and no later than December 31, 2015, Boise Cascade shall become the Service Provider and Boise Paper shall become the Service Recipient under the Statements of Work entitled “Legal”, “Records Information Services” and HQ/Facilities (other than Relocation services referenced therein, which will continue to be provided by Boise Paper to Boise Cascade). If the parties do not agree on such a date, then such date shall be December 31, 2015 for each Statement of Work. The parties will execute and deliver mutually agreeable amendments to such Statements of Work to reflect such changes.

10.Effect; Ratification. Except as specifically amended hereby, all terms, provisions and conditions of the Agreement (as amended through the date hereof) shall remain in full force and effect. The Agreement, as amended hereby, is ratified and confirmed in all respects.

This is one of the Statements of Work provided for in the Outsourcing Services Agreement between Boise Cascade, L.L.C. ("Boise Cascade") and Boise Paper Holdings, L.L.C. ("Boise Paper"), dated February 22, 2008 (the "Agreement") and is subject in all respects to the terms of the Agreement. All terms specifically defined in the Agreement shall have the same meaning when used in this Statement of Work. The terms of this Statement of Work are as follows:

Boise Cascade        Tom Corrick

Nick Stokes

Boise Paper            Bruce Ridley

Ross Corthell