2004 DEFERRED COMPENSATION PLAN

EXHIBIT 99.3

BOISE CASCADE, L.L.C.

2004 DEFERRED COMPENSATION PLAN

(As Amended through November 1, 2007)

BOISE CASCADE, L.L.C.

2004 DEFERRED COMPENSATION PLAN

1.                                        Purpose of the Plan . The purpose of the Boise Cascade, L.L.C. 2004 Deferred Compensation Plan (the “Plan”) is to further the growth and development of Boise Cascade, L.L.C. (the “Company”) by providing a select group of senior management and highly compensated employees of the Company and its subsidiaries the opportunity to defer a portion of their cash compensation and thereby encourage their productive efforts on behalf of the Company. The Plan is also intended to provide Participants with an opportunity to supplement their retirement income through deferral of current compensation. The Plan is an unfunded plan.

2.                                        Definitions .

2.1                                  Bonus . The payout amount earned by a Participant under an incentive plan of the Company, but only to the extent the award is payable in cash.

2.2                                  Change in Control . A Change in Control shall be deemed to have occurred if:

(a)                                   Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% 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 25% 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 Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

(b)                                  The following individuals cease for any reason to constitute at least a majority 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 2/3rds 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

(c)                                   The consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other

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corporation other than (i) a merger or consolidation which would result in both (a) Continuing Directors continuing to constitute at least a majority 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) more than 50% 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 25% 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 that securities acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% 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 Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or

(d)                                  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, more than 50% 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.

A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least two years following the consummation of the transaction, at least a majority of the members of the board of directors of the surviving entity or any parent will continue to consist of Continuing Directors and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Directors and individuals whose election or nomination for election has previously been so approved.

For purposes of this Section, “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For purposes of this Section, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)

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and 14(d) thereof, except that “Person” shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) 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, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on which the individual, person or group becomes required to or does report its ownership on Schedule 13D.

2.3                                  Committee . The Compensation Committee of the Board of Managers of Boise Cascade Holdings, L.L.C. or, in the absence of such a committee, the Retirement Committee appointed by such board.

2.4                                  Compensation . A Participant’s Salary and Bonus. Compensation (either Salary or Bonus) shall not include (a) any amounts paid by the Company to a Participant that are not strictly in consideration for personal services, such as expense reimbursement, cost-of-living allowance, education allowance, premium on excess group life insurance, or any Company contribution to the Pension Plan or any savings or 401(k) plan sponsored by the Company or (b) any amounts paid as the result of a Participant’s Separation from Service, such as pay for unused paid time off, severance, or pay in lieu of notice; the fact that an amount constitutes taxable income to the Participant shall not be controlling for this purpose. Compensation shall not include any taxable income realized by, or payments made to, an employee as a result of the grant, exercise, or payment of any equity award issued by the Company or any affiliate or subsidiary or as a result of the disposition of such equity award, except to the extent the award is payable in cash or the Committee determines that the award shall be included in Compensation for purposes of this Plan. Effective January 1, 2008, “Compensation” shall not include any amount paid as a retention bonus.

2.5                                  Deferral Election . A Participant’s irrevocable election to defer part of his or her Compensation.

2.6                                  Deferred Account . The record maintained by the Company for each Participant of the cumulative amount of (a) Compensation deferred pursuant to this Plan, (b) the amount of any Company matching allocation, and (c) imputed gains or losses on those amounts accrued as provided in Section 4.8.

2.7                                  Deferred Compensation Agreement . Collectively, a Participant’s Deferral Election and Distribution Election.

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2.8                                  Deferred Compensation and Benefits Trust . An irrevocable trust (the “DCB Trust”) which may be established by the Company with an independent trustee for the benefit of persons entitled to receive payments or benefits hereunder, the assets of which will be subject to claims of the Company’s creditors in the event of bankruptcy or insolvency.

2.9                                  Disability . A Participant will be deemed to have incurred a Disability where the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company, or (c) has been determined to be totally disabled by the Social Security Administration.

2.10                            Distribution Election . A Participant’s election of the method and timing of his or her Deferred Account.

2.11                            Investment Account . Any of the accounts identified by the Company from time to time, described in Exhibit A, to which Participants may allocate all or any portion of their Deferred Accounts for purposes of determining the gains or losses to be assigned to the Deferred Accounts.

2.12                            Participant . A Key Executive (as defined in Section 4.1) who has entered into a written Deferred Compensation Agreement with the Company in accordance with the provisions of the Plan.

2.13                            Rule of 70 . The attainment by a Participant of a number of Years of Service and age which, when added together, equal or exceed 70.

2.14                            Salary . A Participant’s salary, commission, and other payments for personal services rendered by a Participant to the Company during a calendar year, determined prior to giving effect to any deferral election under this Plan, any before-tax contribution election under a 401(k) plan sponsored by the Company, and any before-tax contribution election under a Section 125 (cafeteria) plan sponsored by the Company.

2.15                            Separation from Service . The Participant’s ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including by reason of early retirement, normal retirement, death or Disability, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a

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Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds six months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the six-month period, or (b) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with Internal Revenue Code Section 409A.

2.16                            Unforeseeable Emergency . A severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant or his or her spouse, beneficiary or dependent (as defined in Internal Revenue Code section 152, without regard to sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the Participant’s property due to casualty; or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control, such as medical expenses or funeral expenses for the Participant’s spouse, beneficiary or dependent (as defined earlier in this subsection). The determination of whether an event constitutes an Unforeseeable Emergency shall be made based on the facts and circumstances of the specific event.

3.                                        Administration and Interpretation . The Company, acting through its senior human resources officer or his or her delegates, shall have final discretion, responsibility, and authority to administer and interpret the Plan. This includes the discretion and authority to determine all questions of fact, eligibility, or benefits relating to the Plan. The Company may also adopt any rules it deems necessary to administer the Plan. The Company’s responsibilities for administration and interpretation of the Plan shall be exercised by Company employees who have been assigned those responsibilities by the Company’s management. Any Company employee exercising responsibilities relating to the Plan in accordance with this section shall be deemed to have been delegated the discretionary authority vested in the Company with respect to those responsibilities, unless limited in writing by the Company. Any Participant may appeal any action or decision of these employees to the Company’s senior human resources officer. Any interpretation or decision by the Company’s senior human resources officer shall be final and binding on the Participants. Claims for benefits under the Plan and appeals of claim denials shall be in accordance with Sections 10 and 11.

4.                                        Participant Deferral and Distribution Elections .

4.1                                  Eligibility . The Company shall identify those employees of the Company or any of its subsidiaries who are eligible to participate in this Plan (“Key Executives”). Eligibility to participate in the Plan is entirely at the discretion of the Company and shall be limited to a select group of senior management or highly

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compensated employees. Eligibility to participate in this Plan for any calendar year shall not confer the right to participate during any subsequent year.

4.2                                  Execution of Agreement . A Key Executive who wishes to participate in the Plan must execute a Deferred Compensation Agreement either (a) for newly eligible individuals, within 30 days after first becoming eligible to participate in the Plan, to defer Salary to be earned during the remainder of that calendar year, and Salary and/or Bonus to be earned during subsequent years, or (b) prior to January 1 of the first calendar year for which the Deferred Compensation Agreement will be effective, provided that an election to defer Bonus which qualifies as “performance-based compensation” under Internal Revenue Code Section 409A and the regulations thereunder must be made no later than six months prior to the end of the period with respect to which the Bonus is earned (other than elections with respect to the annual bonus for 2004, which must be made at the time of the initial election).

4.3                                  Deferral Election . When a Key Executive first becomes eligible to participate, he or she shall have the opportunity to make a Deferral Election which shall apply to Compensation earned and paid subsequent to the date of election. Each year thereafter that the Participant remains eligible to participate, the Participant shall have the opportunity to make a Deferral Election with respect to his or her Compensation earned in the following calendar year. Deferral Elections shall be made either by submission of a written Deferral Election Form in substantially the form provided in Appendix A or by completion of an online enrollment process, as designated by the Company. The Compensation otherwise paid to a Participant during each calendar year beginning after receipt of the Participant’s Deferral Election shall be reduced by the amount elected to be deferred. Elections to defer Compensation are irrevocable except as otherwise provided in this Plan. The amount of Compensation to be deferred will be specified in the Deferral Election Agreement, must be at least 6% of the Participant’s Compensation, and will be limited to specified maximum percentages (designated by the Company’s senior human resources officer) of the Participant’s Compensation.

4.4                                  Change of Deferral Election . A Participant who wishes to change an election to defer Compensation may do so by submitting a new Deferral Election during the annual enrollment period established by the Company prior to January 1 of the year for which the change in election is to be effective. If a Participant does not request a change in his or her Deferral Election, the Participant’s current Deferral Election shall become irrevocable with respect to compensation to be earned during the following year on December 31 of the current year.

4.4A                        Cessation of Deferrals . A Participant who takes a hardship distribution from a qualified 401(k) plan sponsored by the Company may not contribute to this Plan for six months after that hardship withdrawal. Deferrals will be automatically stopped upon such a hardship withdrawal. If the six-month period begins and ends within the same calendar year, then upon the conclusion of the six-month period, deferrals will automatically resume at the Deferral Election in place prior to the six-month period. If the six-month period begins and ends in different calendar years, the

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Participant may make a Deferral Election (including an election not to defer) during the annual enrollment period which will become effective upon the conclusion of the six-month period.

4.5                                  Distribution Election . At the time a Participant first elects to defer Compensation under Section 4.3, he or she must elect a distribution option for his or her Deferred Account either by submitting a written Distribution Election Form in substantially the form provided in Appendix A or by completion of an online enrollment process, as designated by the Company. Elections regarding distribution of Deferred Accounts under this Plan are irrevocable except as otherwise provided in this Plan.

4.6                                  Change of Distribution Election .

4.6.1                         In General. A Participant may request, in writing, a change o