EMPLOYMENT AGREEMENT



          THIS AGREEMENT is made as of the 29th day of October, 2004, between

Boise Cascade, L.L.C., a Delaware limited liability company (the "Company"), and

W. Thomas Stephens ("EXECUTIVE").



          WHEREAS, the services of Executive and his managerial and professional

experience are of value to the Company.



          WHEREAS the Company desires to employ Executive as its Chief Executive

Officer upon the terms and conditions set forth herein.



          In consideration of the mutual covenants contained herein and other

good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



          1.   EMPLOYMENT. The Company shall employ Executive, and Executive

hereby accepts employment with the Company, upon the terms and conditions set

forth in this Agreement for the period beginning on the closing date of the

acquisition of Boise Cascade Corporation's forest products business by the

Company (the "Effective Date") and ending as provided in paragraph 5 hereof (the

"EMPLOYMENT PERIOD").



          2.   POSITION AND DUTIES.



During the Employment Period, Executive shall serve as the Chairman and Chief

Executive Officer of the Company and shall have the normal duties,

responsibilities, functions and authority of such position, subject to the power

and authority of the Board of Managers of Boise Cascade Holdings, L.L.C. (the

"Board") to expand or limit such duties, responsibilities, functions and

authority and to overrule actions of officers of the Company. During the

Employment Period, Executive shall render such administrative, financial and

other executive and managerial services to the Company and its Affiliates which

are consistent with Executive's position as the Board may from time to time

direct.



          (a) During the Employment Period, Executive shall report to the Board

and shall devote his best efforts and his full business time and attention

(except for permitted vacation periods and reasonable periods of illness or

other incapacity) to the business and affairs of the Company and its Affiliates.

Executive shall perform his duties, responsibilities and functions to the

Company and its Affiliates hereunder to the best of his abilities in a diligent,

trustworthy, professional and efficient manner and shall comply with the

Company's and its Affiliates' policies and procedures in all material respects.

In performing his duties and exercising his authority under the Agreement,

Executive shall support and implement the business and strategic plans approved

from time to time by the Board. During the Employment Period, Executive shall

not accept other employment, serve as an officer or director of, or otherwise

perform services for compensation for, any other entity without the prior

written consent of the Board; PROVIDED that Executive may serve as an officer or

director of or otherwise participate in purely educational, welfare, social,

religious and civic organizations so long as such activities do not interfere

with



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Executive's employment. The Company hereby consents to the service of Executive

on the boards of directors of Putnam Investments and Trans-Canada Corporation

and their subsidiaries and affiliates.



          (b) For purposes of this Agreement, "AFFILIATES" shall mean any

corporation or other entity of which is directly or indirectly controlled by or

under common control with the Company or its subsidiaries.



          3.   COMPENSATION AND BENEFITS.



          (a)  During the Employment Period, Executive's base salary shall be

One Million Dollars ($1,000,000) per annum or such higher rate as the Board may

determine from time to time (as adjusted from time to time, the "BASE SALARY"),

which salary shall be payable by the Company in regular installments in

accordance with the Company's general payroll practices (in effect from time to

time). Executive and the Company shall review the Base Salary each year during

the Term hereof, and Executive may receive increases in his Base Salary from

time to time, based upon his performance, subject to approval of the

Compensation Committee of the Board (the "Compensation Committee"). During the

period beginning on the date of this Agreement and ending December 31, 2004, the

Base Salary shall be pro rated on an annualized basis. In addition, during the

Employment Period, Executive shall be entitled to participate in the Company's

employee benefit programs for which other similarly situated senior executive

employees of the Company are generally eligible, and Executive shall be entitled

to four weeks of paid vacation each calendar year in accordance with the

Company's policies.



          (b)  In addition to Base Salary, Executive will have an opportunity to

earn a cash bonus each year as determined by the Compensation Committee or the

Board, with a target annual bonus equal to sixty-five percent (65%) of

Executive's Base Salary (the "Target Bonus") and a maximum annual bonus of two

hundred and twenty five percent (225%) of his Target Bonus with respect to any

calendar year. The Target Bonus will be based on financial and other objective

targets that the Compensation Committee or the Board reasonably believes are

reasonably attainable at the time that they are set.



          (c)  Executive shall also be eligible to participate in and receive

future grants under any stock option or equity-based program (including, without

limitation, a long-term incentive plan) offered by the Company to senior

executives, if any, subject to the discretion of the Board.



          (d) The Company shall reimburse Executive for all reasonable business

expenses incurred by him in the course of performing his duties and

responsibilities under this Agreement (including, without limitation, reasonable

expenses incurred by Executive prior to the Effective Date for the benefit of

the Company, including trip cancellation costs) which are consistent with the

Company's policies in effect from time to time with respect to travel,

entertainment and other business expenses, subject to the Company's requirements

with respect to reporting and documentation of such expenses. During the

foregoing period, Executive shall be indemnified by the Company as provided in

paragraph 23 pursuant to the applicable provisions of its articles,



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bylaws, and the laws of Delaware, and the Company shall furnish director and

officer liability insurance to the Executive at the Company's sole cost.



          (e) The Company shall also reimburse Executive for all reasonable

moving and relocation expenses (including relocation from Vancouver, BC and

movement of household goods from Denver). To the extent that Executive does not

sell his real property and boat located in Vancouver prior to the Effective

Date, the Company shall purchase such property, including condominium, attached

boat dock and boat, for its appraised fair market value (determined in good

faith and expected to be valued between $1,500,000 to $2,000,000), unless

Executive rejects the proposed purchase price and elects to retain ownership, in

which case the Company shall have no further obligations regarding such

property. If the Company purchases such property located in Vancouver pursuant

to the preceding sentence, Executive may, at his election, lease such property

from the Company at fair market value until such date that the Company sells

such property to a bona fide third party purchaser. If Executive is terminated

by the Company without Cause prior to the expiration of this Agreement, the

Company will purchase for cash Executive's condominium located in Boise for its

appraised fair market value.



          (f) The Company shall at its expense maintain a term life insurance

policy or policies on the life of Executive with a face amount of Two Million

Dollars ($2,000,000), payable to such beneficiaries as Executive may designate.

Executive agrees to cooperate in any medical or other examination, supply any

information and execute and deliver any applications or other instruments in

writing as may be reasonably necessary to obtain such insurance. Executive

hereby represents that he has no reason to believe that his life is not

insurable at rates now prevailing for healthy men of his age. Executive may, at

his expense, purchase additional insurance at the time the Company purchases

said policy or policies. In the event Executive terminates employment for any

reason, Executive shall have the right, at his expense, to begin paying the

premiums required to continue such insurance coverage from and after the date of

his termination.



          (g) All amounts payable to Executive as compensation hereunder shall

be subject to all required and customary withholding by the Company as provided

in paragraph 20 herein.

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