CONFIRMATION

Exhibit 10.2

CONFIRMATION

The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) between J. Aron & Company (“ARON”), and Boise Southern Company (“Counterparty”), guaranteed by Boise Cascade Corporation. This communication constitutes a “Confirmation” as referred to in paragraph 2. below.

1.             The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation.

2.     This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates.   In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the “ISDA Form”), with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement or if such an agreement or other form of ISDA master agreement has already been executed by you and us, this Confirmation will supplement, form a part of, and be subject to that agreement. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement (which shall survive the termination of this Transaction) in the form of the ISDA Form as if we had executed an agreement in such form effective as of the Trade Date of the first Transaction between us (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions, and (iii) the replacement of the word “third” in the last line of Section 5(a)(i) with the word “first”).   In the event of any inconsistency between the Definitions, the ISDA Form and this Confirmation, this Confirmation will govern.

3.   The terms of the particular Transaction to which this Confirmation relates are as follows:

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8. Offices:

(a)   The Office of ARON for this Transaction is 85 Broad Street, New York, New York, 10004.

(b)   The Office of Counterparty for this Transaction is 1111 West Jefferson Street, Boise, Idaho, 83728

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9.     Counterparty hereby agrees (a) to check this Confirmation (Reference No.: NUUS410F0 (600000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between ARON and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No. 212 ###-###-####.

Agreed and Accepted By:
BOISE SOUTHERN COMPANY

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