Executive’s employment.  The Company hereby consents to the service of Executive on the board of directors of each of Greenbrier Companies, Cascade Corp., and Westcoast Bancorp.

(b)            For purposes of this Agreement, “ Affiliates ” shall mean any corporation or other entity which is directly or indirectly controlled by or under common control with the Company or its subsidiaries; provided that, for purposes of this Agreement, in no event shall an “Affiliate” be deemed to include Madison Dearborn Capital Partners IV, L.P. (“ MDCP ”) or any direct or indirect portfolio company of MDCP, other than Forest Products Holdings, L.L.C. (“ FPH ”) and its subsidiaries and other controlled investments of FPH.

3.              Compensation and Benefits .

(a)            During the Employment Period, Executive’s base salary shall be Eight Hundred Thousand Dollars ($800,000) per annum (as adjusted from time to time in accordance with the following sentence, 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 Employment Period (beginning January 1, 2010), 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, 2008, the Base Salary shall be pro rated on an annualized basis.  In addition, during the Employment Period, Executive shall, subject to satisfying the eligibility criteria therefor, be entitled to participate in the Company’s welfare benefit programs, 401(k) plans, key executive deferred compensation plan and other employee benefit plans and shall be entitled to participate in other perquisite programs of the Company, in each case for which other similarly situated senior executive employees of the Company that are first beginning employment on the Effective Date are generally eligible, and Executive shall be entitled to four weeks of paid vacation each calendar year in accordance with the Company’s policies.  Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan or perquisite program at any time.

(b)            In addition to Base Salary, during the Employment Period, 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 one hundred percent (100%) of Executive’s Base Salary (the “ 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)            On the date hereof, FPH and Executive shall execute and deliver that certain Management Equity Agreement, dated as of the Effective Date, in substantially the form attached hereto as Exhibit A.

(d)            During the Employment Period, 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 which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses or otherwise

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provided for in this Agreement, subject to the Company’s requirements with respect to reporting and documentation of such expenses.  During the Employment Period, Executive shall be indemnified by the Company as provided in paragraph 22 pursuant to the applicable provisions of its Operating Agreement 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)            During the Employment Period, the Company shall, at the Company’s cost, provide a furnished condominium for Executive’s use in Boise, Idaho; provided that Executive shall comply with the terms of any condominium agreement applicable thereto, shall keep such condominium in good condition and repair and be solely responsible for any improvements thereto; provided that for portions of the Employment Period prior to February 1, 2009, the Company may fulfill its obligations under this sentence by providing, in lieu of a condominium, other reasonable accommodations to Executive.  In addition, during the Employment Period, the Company shall provide Executive with access to private air travel (NetJets or similar program) for Company business use (including travel from an airport near Executive’s homes in Portland, Oregon and Palm Springs, California to one or more Company business locations for which air travel is reasonably necessary), in accordance with the Company’s security and other policies as in effect from time to time.  To the extent that the benefits described in this paragraph 3(e) result in any increase to Executive’s net taxable income (i.e., the amount Executive is required to include in taxable income as compensation as a result of the provision of the benefits described in this paragraph 3(e) exceeds any deductions available to Executive in connection with the benefits described in this paragraph 3(e)), the Company shall pay to Executive a gross-up payment so that after Executive’s payment of any tax liability (or any withholding of the associated tax liability by the Company from Executive’s compensation) incurred as a result of the provision of the benefits described in this paragraph 3(e) Executive is in the same net cash position as if such benefits had not resulted in an increase to Executive’s net taxable income.  For purposes of determining the amount of such gross-up payment, if any, the actual marginal rate of federal income taxation in the calendar year in which the total payments are made or benefits are received (or such payments are deemed to be made or deemed to be received for applicable tax purposes) shall be used and the actual marginal rate of state and local taxation in the state and locality of Executive’s residence on the date the total payments are made or benefits are received (or such payments are deemed to be made or deemed to be received for applicable tax purposes) shall be used, in either case taking into account the maximum reduction in such taxes that can be obtained from the deduction of any such state, local, or federal taxes and for purposes of calculating the actual marginal rate, the additional net taxable income incurred as a result of the provision of benefits or making of payments under this paragraph 3(e) shall be treated as the last items of income received for the applicable taxable year . If the net amount included in Executive’s taxable income as a result of the benefits described in this paragraph 3(e) is determined by the Internal Revenue Service, on audit or otherwise, to exceed the amount taken into account hereunder in calculating the gross-up payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the gross-up payment), the Company will make another gross-up payment in respect of such excess  following the date that the amount of such excess is finally determined. The Company and Executive must each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning any tax implications to either the Company or the Executive as a result of the total

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payments made or benefits provided pursuant to this paragraph 3(e).  The gross-up payments provided to Executive must be made no later than the end of the calendar year following the year in which Executive remits the applicable taxes with respect to which a gross-up is being paid hereunder.  As a condition to the Company’s obligations under this paragraph 3(e), Executive shall (i) cooperate as reasonably requested by the Company to reduce, to the greatest extent practicable, the Company’s obligations under this paragraph 3(e) and (ii) except to the extent required by a taxing authority of a competent jurisdiction, file his income tax returns with respect to the benefits provided and payments made to him in accordance with this paragraph 3(e) only in compliance with the Form W-2 issued by the Company to Executive with respect to such benefits and payments.

(f)             Promptly after the Effective Date, the Company and Executive shall cooperate in an attempt to obtain, at commercially reasonable rates, a term life insurance policy or policies on the life of Executive with an aggregate face amount of One Million Six Hundred Thousand Dollars ($1,600,000), payable to such beneficiaries as Executive may designate.  In the event that any such policy or policies are available at commercially reasonable rates (to be defined for purposes of this Agreement as rates prevailing as of December 1, 2008 for healthy men of Executive’s age), the Company shall pay the premium(s) on such policy or policies during the Employment Period.  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 may, at his expense, purchase additional insurance at the time the Company purchases said policy or policies.  In the event Executive’s employment terminates 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 pursuant to this Agreement shall be subject to all required and customary withholding by the Company as provided in paragraph 19 herein.

4.              Board Membership .  With respect to all regular elections of the Board of Managers of Boise Cascade Holdings, L.L.C. during the Employment Period, the Company shall nominate, and use its reasonable efforts to cause the election of, Executive to serve as Chairman of the Board.  Upon the termination or expiration of the Employment Period, Executive shall resign as Chairman and as a member of the Board and all other governing bodies of the Company and its Affiliates and any other entity for which Executive serves on the board of directors or similar governing body as requested , as the case may be.

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5.              Term .

(a)            Subject to earlier termination in accordance with the proviso to this sentence, the “ Employment Period ” shall begin on December 1, 2008 and end on December 31, 2010 and shall automatically be renewed on the same terms and conditions set forth herein as modified from time to time by the parties hereto in accordance with this Agreement for additional one-year periods beginning on December 31, 2010 and each successive anniversary thereof, unless the Company or Executive gives the other party written notice of the election not to renew the Employment Period at least 60 days prior to any such renewal date; provided that (i) the “Employment Period” shall terminate prior to any such date immediately upon Executive’s resignation (with or without Good Reason, as defined below), death or Disability and (ii) the “Employment Period” may be terminated by the Company at any time prior to such date for Cause (as defined below) or without Cause (it being understood and agreed that Executive is an at-will employee whose employment may be terminated at any time for any reason, subject to his rights under this Agreement).  Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive.

(b)            If the Employment Period is terminated by the Company without Cause (and, for the avoidance of doubt, a termination by the Company without Cause shall not be deemed to occur if the Company provides written notice that it elects not to renew the Employment Period or upon any expiration of the Employment Period for non-renewal) or upon Executive’s resignation with Good Reason (and, for the avoidance of doubt, a resignation by Executive for Good Reason shall not be deemed to occur if Executive provides written notice that he elects not to renew the Employment Period or upon any expiration of the Employment Period for non-renewal), Executive shall be entitled to receive (i) his Base Salary through the date of expiration, (ii) the value of any unused and accrued time off, less any advanced time off, in accordance with the time off policy applicable to Executive immediately prior to Executive’s date of termination, (iii) severance in accordance with the Company’s Executive Officer Severance Pay Policy or any general severance policy for executive officers issued in replacement thereof, and (iv) unless such severance policy already provides for a portion of his Target Bonus to be paid as part of his severance, an amount equal to his Target Bonus for the calendar year in which such termination occurred multiplied by a fraction, the numerator of which is the number of days from January 1 of such calendar year through the date of termination and the denominator of which is 365 or 366, as applicable.

(c)            If the Employment Period is terminated by the Company for Cause, if the Employment Period expires due to the Company or Executive electing not to renew the Employment Period or if the Employment Period is terminated pursuant to clause (a)(i) above (other than as a result termination with Good Reason), Executive shall only be entitled to receive his Base Salary through the date of termination, the value of any unused and accrued time off, less any advanced time off, in accordance with the time off policy applicable to Executive immediately prior to Executive’s date of termination and shall not be entitled to any other salary, compensation or benefits from the Company or its Affiliates thereafter, except as expressly required under applicable law.

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(d)            Payments pursuant to this Section 5 shall be made as soon as practical and in any