Boise Cascade, L.L.C. Retention Award Agreement

Definitions. For purposes of this Award, the following terms shall have the meanings stated below.

Award Amount. Your Award is the sum of (a) one times your base salary as in effect on the Vesting Date (or, in the case of payment (x) pursuant to Section 4.2, as in effect on your termination date or (y) pursuant to Section 4.3, as in effect on the date of your death or total and permanent disability) plus (b) the average of the incentive bonuses paid to you by the Company under the Company's Short-Term Incentive Plan during the three years immediately prior to the Vesting Date (or, in the case of payment (x) pursuant to Section 4.2, during the three years immediately prior to your termination date or (y) pursuant to Section 4.3, during the three years immediately prior to the date of your death or total and permanent disability).

Vesting and Payment. Subject to Section 4.2 and Section 4.3 below, the Award will vest and become payable on the third anniversary of the Award Date (the "Vesting Date") if you remain continuously employed by the Company from the Award Date through the Vesting Date. The Award, subject to applicable withholding, will be paid in cash as soon as practical following the Vesting Date but in any case within 30 days following the Vesting Date.

Termination of Employment Prior to Vesting Date.

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

Miscellaneous. This Agreement (a) shall be construed in accordance with the internal laws (but not the laws of conflicts) of the State of Idaho, (b) may be executed in multiple counterparts (including by facsimile or electronic transmission), all of which taken together shall constitute one and the same original, (c) may not be, nor may any of the rights or obligations of the parties hereto be, assigned by any party except with the prior written consent of the other party hereto, provided that the Company may assign its obligations to a successor that agrees to perform such obligations, (d) represents the complete understanding and agreement between the parties hereto with respect to the subject matter hereof, and (e) may not be amended without the written consent of both parties hereto. No waiver of any rights under this Agreement shall be effective against any party to this Agreement unless set forth in a written instrument executed by such party. The parties agree that this Agreement was drafted by the parties hereto and the result of negotiation between sophisticated parties (each having received separate legal advice) and no rule of construction shall be applied against any party.