Directors Indemnification Agreement - Boise Cascade Corp.


Contains 1999/2000 revisions to change-in-control language.

                    DIRECTORS INDEMNIFICATION AGREEMENT

     AGREEMENT, effective as of ___________, 200___, between BOISE CASCADE 
CORPORATION, a Delaware corporation (the 'Company'), and 
_____________________ (the 'Indemnitee').

     WHEREAS, it is essential to the Company to retain and attract as 
directors the most capable persons available;

     WHEREAS, Indemnitee is a director of the Company;

     WHEREAS, both the Company and Indemnitee recognize the increased risk 
of litigation and other claims being asserted against directors of public 
companies in today's environment;

     WHEREAS, basic protection against undue risk of personal liability of 
directors previously has been provided through insurance coverage 
providing reasonable protection at reasonable cost, and Indemnitee has 
relied on the availability of such coverage; but as a result of 
substantial changes in the marketplace for such insurance, it has become 
increasingly more difficult to obtain such insurance on terms providing 
reasonable protection at reasonable cost;

     WHEREAS, the Bylaws of the Company require the Company to indemnify 
and advance expenses to its directors to the full extent permitted by law, 
and the Indemnitee has been serving and continues to serve as a director 
of the Company in part in reliance on such Bylaws;

     WHEREAS, in recognition of Indemnitee's need for substantial 
protection against personal liability in order to enhance Indemnitee's 
continued service to the Company in an effective manner, any inadequacy of 
the Company's director liability insurance coverage, and Indemnitee's 
reliance on the aforesaid Bylaws and in part to provide Indemnitee with 
specific contractual assurance that the protection promised by such Bylaws 
will be available to Indemnitee (regardless of, among other things, any 
amendment to or revocation of such Bylaws or any change in the composition 
of the Company's board of directors or acquisition transaction relating to 
the Company), the Company wishes to provide in this Agreement for the 
indemnification of and the advancing of expenses to Indemnitee to the full 
extent permitted by law and as set forth in this Agreement and, to the 
extent insurance is maintained, for the continued coverage of Indemnitee 
under the Company's directors' liability insurance policies;

     NOW, THEREFORE, in consideration of the premises and of Indemnitee's 
continuing to serve the Company directly, or at its request with another 
enterprise, and intending to be legally bound hereby, the parties agree as 
follows:

     1.     CERTAIN DEFINITIONS:

            (a)     A CHANGE IN CONTROL:  shall be deemed to have occurred 
if:

                    (i)     Any Person is or becomes the Beneficial Owner, 
directly or indirectly, of securities of the Company representing 20% 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 20% 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 
Subsection 1(a)(iii)(a) shall not be deemed to be a Change in Control of 
the Company; or

                    (ii)    The following individuals cease for any reason 
to constitute at least 66 2/3% 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

                    (iii)   The consummation of a merger or consolidation 
of the Company (or any direct or indirect subsidiary of the Company) with 
any other corporation other than (a) a merger or consolidation which would 
result in both (i) continuing directors continuing to constitute at least 
66 2/3% of the number of directors of the combined entity immediately 
following consummation of such merger or consolidation, and (ii) 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) at least 66 2/3% 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 (b) 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 
20% 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 20% 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 
Subsection 1(a)(iii)(a) shall not be deemed to be a Change in Control of 
the Company; or

                    (iv)    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, at least 66 2/3% 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.

                    Notwithstanding the foregoing, any event or 
transaction which would otherwise constitute a Change in Control of the 
Company (a 'Transaction') shall not constitute a Change in Control of the 
Company if, in connection with the Transaction, the Indemnitee 
participates as an equity investor in the acquiring entity or any of its 
affiliates (the 'Acquiror').  For purposes of the preceding sentence, the 
Indemnitee shall not be deemed to have participated as an equity investor 
in the Acquiror by virtue of (i) obtaining beneficial ownership of any 
equity interest in the Acquiror as a result of the grant to the Indemnitee 
of an incentive compensation award under one or more incentive plans of 
the Acquiror (including but not limited to the conversion in connection 
with the Transaction of incentive compensation awards of the Company, if 
any, into incentive compensation awards of the Acquiror), on terms and 
conditions substantially equivalent to those applicable to other directors 
of the Company immediately prior to the Transaction, after taking into 
account normal differences attributable to job responsibilities, title, 
and the like; (ii) obtaining beneficial ownership of any equity interest 
in the Acquiror on terms and conditions substantially equivalent to those 
obtained in the Transaction by all other stockholders of the Company; or 
(iii) having obtained an incidental equity ownership in the Acquiror prior 
to and not in anticipation of the Transaction.

                    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) and 14(d) thereof, except that such term 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, or (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.

            (b)     CLAIM:  any threatened, pending, or completed action, 
suit, or proceeding or any inquiry or investigation, whether conducted by 
the Company or any other party, that Indemnitee in good faith believes 
might lead to the institution of any such action, suit, or proceeding, 
whether civil, criminal, administrative, investigative, or other.

            (c)     EXPENSES:  include attorneys' fees and all other 
costs, expenses, and obligations paid or incurred in connection with 
investigating, defending, being a witness in, or participating in 
(including on appeal) or preparing to defend, be a witness in, or 
participate in any Claim relating to any Indemnifiable Event.

            (d)     INDEMNIFIABLE EVENT:  any event or occurrence related 
to the fact that Indemnitee is or was a director, employee, agent, or 
fiduciary of the Company or is or was serving at the request of the 
Company as a director, officer, employee, trustee, agent, or fiduciary of 
another corporation, partnership, joint venture, employee benefit plan, 
trust, or other enterprise or by reason of anything done or not done by 
Indemnitee in any such capacity.

            (e)     A POTENTIAL CHANGE IN CONTROL:  shall be deemed to 
have occurred if (i) the Company enters into an agreement, the 
consummation of which would result in the occurrence of a Change in 
Control of the Company; (ii) the Company or any Person publicly announces 
an intention to take or to consider taking actions which if consummated 
would constitute a Change in Control of the Company; (iii) any Person 
becomes the Beneficial Owner, directly or indirectly, of securities of the 
Company representing 9.5% 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, unless that Person has filed a schedule under 
Section 13 of the Securities Exchange Act of 1934 and the rules and 
regulations promulgated under Section 13, and that schedule (including any 
and all amendments) indicates that the Person has no intention to 
(a) control or influence the management or policies of the Company, or 
(b) take any action inconsistent with a lack of intention to control or 
influence the management or policies of the Company; or (iv) the Board 
adopts a resolution to the effect that a Potential Change in Control of 
the Company has occurred.

            (f)     REVIEWING PARTY:  any appropriate person or body 
consisting of a member or members of the Company's board of directors or 
any other person or body appointed by the board (including the special, 
independent counsel referred to in Section 3) who is not a party to the 
particular Claim for which Indemnitee is seeking indemnification.

            (g)     VOTING SECURITIES:  any securities of the Company 
which vote generally in the election of directors.

     2.     BASIC INDEMNIFICATION ARRANGEMENT.

            (a)     In the event Indemnitee was, is, or becomes a party to 
or witness or other participant in or is threatened to be made a party to 
or witness or other participant in a Claim by reason of (or arising in 
part out of) an Indemnifiable Event, the Company shall indemnify 
Indemnitee to the fullest extent permitted by law as soon as practicable, 
but in any event no later than 30 days after written demand is presented 
to the Company, against any and all Expenses, judgments, fines, penalties, 
and amounts paid in settlement (including all interest, assessments, and 
other charges paid or payable in connection with or in respect of such 
Expenses, judgments, fines, penalties, or amounts paid in settlement) of 
such Claim.  Notwithstanding anything in this Agreement to the contrary, 
prior to a Change in Control, Indemnitee shall not be entitled to 
indemnification pursuant to this Agreement in connection with any Claim 
initiated by Indemnitee against the Company or any director or officer of 
the Company unless the Company has joined in or consented to the 
initiation of such Claim.  If so requested by Indemnitee, the Company 
shall advance (within 2 business days of such request) any and all 
Expenses to Indemnitee (an 'Expense Advance').

            (b)     Notwithstanding the foregoing, (i) the obligations of 
the Company under Section 2(a) shall be subject to the condition that the 
Reviewing Party shall not have determined (in a written opinion, in any 
case in which the special, independent counsel referred to in Section 3 
hereof is involved) that Indemnitee would not be permitted to be 
indemnified under applicable law; and (ii) the obligation of the Company 
to make an Expense Advance pursuant to Section 2(a) shall be subject to 
the condition that, if, when, and to the extent that the Reviewing Party 
determines that Indemnitee would not be permitted to be so indemnified 
under applicable law, the Company shall be entitled to be reimbursed by 
Indemnitee (who hereby agrees to reimburse the Company) for all such 
amounts previously paid; provided, however, if Indemnitee has commenced 
legal proceedings in a court of competent jurisdiction to secure a 
determination that Indemnitee should be indemnified under applicable law, 
any determination made by the Reviewing Party that Indemnitee would not be 
permitted to be indemnified under applicable law shall not be binding and 
Indemnitee shall not be required to reimburse the Company for any Expense 
Advance until a final judicial determination is made with respect thereto 
(as to which all rights of appeal therefrom have been exhausted or 
lapsed).  If there has not been a Change in Control, the Reviewing Party 
shall be selected by the board of directors, and if there has been a 
Change in Control, the Reviewing Party shall be the special, independent 
counsel referred to in Section 3 hereof.  If there has been no 
determination by the Reviewing Party or if the Reviewing Party determines 
that Indemnitee substantively would not be permitted to be indemnified in 
whole or in part under applicable law, Indemnitee shall have the right to 
commence litigation in any court in the states of ____________ or Delaware 
having subject matter jurisdiction thereof and in which venue is proper 
seeking an initial determination by the court or challenging any such 
determination by the Reviewing Party or any aspect thereof, and the 
Company hereby consents to service of process and to appear in any such 
proceeding.  Any determination by the Reviewing Party otherwise shall be 
conclusive and binding on the Company and Indemnitee.

     3.     CHANGE IN CONTROL.  The Company agrees that if there is a 
Change in Control of the Company (other than a Change in Control which has 
been approved by a majority of the Company's board of directors who were 
directors immediately prior to such Change in Control), then with respect 
to all matters thereafter arising concerning the rights of Indemnitee to 
indemnity payments and Expense Advances under this Agreement or any other 
agreement or Company Bylaw now or hereafter in effect relating to Claims 
for Indemnifiable Events, the Company shall seek legal advice only from 
special, independent counsel selected by Indemnitee and approved by the 
Company (which approval shall not be unreasonably withheld) ('Approved 
Counsel').  The Approved Counsel shall (i) be located in New York City; 
(ii) consist of 100 or more attorneys; (iii) be rated 'a v' by Martindale-
Hubbell Law Directory; and (iv) not otherwise have performed services for 
the Company within the last 10 years (other than in connection with such 
matters) or for the Indemnitee.  The Approved Counsel may consult with 
counsel admitted to the bar in the state of Delaware in connection with 
all matters arising hereunder.  The Approved Counsel, among other things, 
shall render its written opinion to the Company and Indemnitee as to 
whether and to what extent the Indemnitee would be permitted to be 
indemnified under applicable law.  The Company agrees to pay the 
reasonable fees of the Approved Counsel referred to above and to fully 
indemnify such counsel against any and all expenses (including attorneys' 
fees), claims, liabilities, and damages arising out of or relating to this 
Agreement or its engagement pursuant hereto.

     4.     ESTABLISHMENT OF TRUST.  In the event of a Potential Change in 
Control, the Company shall, upon written request by Indemnitee, create a 
trust for the benefit of the Indemnitee and from time to time upon written 
request of Indemnitee shall fund such trust to the extent permitted by law 
in an amount sufficient to satisfy any and all Expenses reasonably 
anticipated at the time of each such request to be incurred in connection 
with investigating, preparing for, and defending any Claim relating to an 
Indemnifiable Event, and any and all judgments, fines, penalties, and 
settlement amounts of any and all Claims relating to an Indemnifiable 
Event from time to time actually paid or claimed, reasonably anticipated, 
or proposed to be paid.  The amount or amounts to be deposited in the 
trust pursuant to the foregoing funding obligation shall be determined by 
the Reviewing Party in any case in which the special, independent counsel 
referred to above is involved.  The terms of such trust shall provide that 
upon a Change in Control (i) the trust shall not be revoked or the 
principal thereof invaded, without the written consent of the Indemnitee; 
(ii) the trustee shall advance, within 2 business days of a request by the 
Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee 
hereby agrees to reimburse the trust under the circumstances under which 
the Indemnitee would be required to reimburse the Company under 
Section 2(b) of this Agreement); (iii) the trust shall continue to be 
funded by the Company in accordance with the funding obligation set forth 
above; (iv) the trustee shall promptly pay to the Indemnitee all amounts 
for which the Indemnitee shall be entitled to indemnification pursuant to 
this Agreement or otherwise; and (v) all unexpended funds in such trust 
shall revert to the Company upon a final determination by the Reviewing 
Party or a court of competent jurisdiction, as the case may be, that the 
Indemnitee has been fully indemnified under the terms of this Agreement.  
The trustee shall be chosen by the Indemnitee.  Nothing in this Section 4 
shall relieve the Company of any of its obligations under this Agreement.

     5.     INDEMNIFICATION FOR ADDITIONAL EXPENSES.  The Company shall 
indemnify Indemnitee against any and all expenses (including attorneys' 
fees) and, if requested by Indemnitee, shall (within 2 business days of 
such request) advance such expenses to Indemnitee, which are incurred by 
Indemnitee in connection with any claim asserted against or action brought 
by Indemnitee for (i) indemnification or advance payment of Expenses by 
the Company under this Agreement or any other agreement or Company Bylaw 
now or hereafter in effect relating to Claims for Indemnifiable Events 
and/or (ii) recovery under any directors' liability insurance policies 
maintained by the Company, regardless of whether Indemnitee ultimately is 
determined to be entitled to such indemnification, advance expense 
payment, or insurance recovery, as the case may be.

     6.     PARTIAL INDEMNITY, ETC.  If Indemnitee is entitled under any 
provision of this Agreement to indemnification by the Company for some or 
a portion of the Expenses, judgments, fines, penalties, and amounts paid 
in settlement of a Claim but not, however, for all of the total amount 
thereof, the Company shall nevertheless indemnify Indemnitee for the 
portion thereof to which Indemnitee is entitled.  Moreover, 
notwithstanding any other provision of this Agreement, to the extent that 
Indemnitee has been successful on the merits or otherwise in defense of 
any Claim relating in whole or in part to an Indemnifiable Event or in 
defense of any issue or matter therein, including dismissal without 
prejudice, Indemnitee shall be indemnified against all Expenses incurred 
in connection therewith.  In connection with any determination by the 
Reviewing Party or otherwise as to whether Indemnitee is entitled to be 
indemnified hereunder, the burden of proof shall be on the Company to 
establish that Indemnitee is not so entitled.

     7.     NO PRESUMPTION.  For purposes of this Agreement, the 
termination of any claim, action, suit, or proceeding, by judgment, order, 
settlement (whether with or without court approval), or conviction, or 
upon a plea of nolo contendere or its equivalent, shall not create a 
presumption that Indemnitee did not meet any particular standard of 
conduct or have any particular belief or that a court has determined that 
indemnification is not permitted by applicable law.

     8.     NONEXCLUSIVITY, ETC.  The rights of the Indemnitee hereunder 
shall be in addition to any other rights Indemnitee may have under the 
Company's Bylaws or the Delaware General Corporation Law or otherwise.  To 
the extent that a change in the Delaware General Corporation Law (whether 
by statute or judicial decision) permits greater indemnification by 
agreement than would be afforded currently under the Company's Bylaws and 
this Agreement, it is the intent of the parties that Indemnitee shall 
enjoy by this Agreement the greater benefits so afforded by such change.

     9.     LIABILITY INSURANCE.  To the extent the Company maintains an 
insurance policy or policies providing directors' liability insurance, 
Indemnitee shall be covered by such policy or policies, in accordance with 
its or their terms, to the maximum extent of the coverage available for 
any Company director.

    10.     PERIOD OF LIMITATIONS.  No legal action shall be brought, and 
no cause of action shall be asserted by or on behalf of the Company or any 
affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, 
executors, or personal or legal representatives after the expiration of 
2 years from the date of accrual of such cause of action, and any claim or 
cause of action of the Company or its affiliate shall be extinguished and 
deemed released unless asserted by the timely filing of a legal action 
within such 2-year period; provided, however, if any shorter period of 
limitations is otherwise applicable to any such cause of action, such 
shorter period shall govern.

    11.     AMENDMENTS, ETC.  No supplement, modification, or amendment of 
this Agreement shall be binding unless executed in writing by both of the 
parties.  No waiver of any of the provisions of this Agreement shall be 
deemed or shall constitute a waiver of any other provisions hereof 
(whether or not similar), nor shall such waiver constitute a continuing 
waiver.

    12.     SUBROGATION.  In the event of payment under this Agreement, 
the Company shall be subrogated to the extent of such payment to all of 
the rights of recovery of Indemnitee, who shall execute all papers 
required and shall do everything that may be necessary to secure such 
rights, including the execution of such documents necessary to enable the 
Company effectively to bring suit to enforce such rights.

    13.     NO DUPLICATION OF PAYMENTS.  The Company shall not be liable 
under this Agreement to make any payment in connection with any claim made 
against Indemnitee to the extent Indemnitee has otherwise actually 
received payment (under any insurance policy, Bylaw, or otherwise) of the 
amounts otherwise indemnifiable hereunder.

    14.     BINDING EFFECT, ETC.  This Agreement shall be binding upon and 
inure to the benefit of and be enforceable by the parties and their 
respective successors, assigns, including any direct or indirect successor 
by purchase, merger, consolidation, or otherwise to all or substantially 
all of the business and/or assets of the Company, spouses, heirs, and 
personal and legal representatives.  This Agreement shall continue in 
effect regardless of whether Indemnitee continues to serve as an officer 
or director of the Company or of any other enterprise at the Company's 
request.

    15.     SEVERABILITY.  The provisions of this Agreement shall be 
severable in the event that any of the provisions hereof (including any 
provision within a single section, paragraph, or sentence) are held by a 
court of competent jurisdiction to be invalid, void, or otherwise 
unenforceable, and the remaining provisions shall remain enforceable to 
the fullest extent permitted by law.

    16.     GOVERNING LAW.  This Agreement shall be governed by and 
construed and enforced in accordance with the laws of the state of 
Delaware applicable to contracts made and to be performed in such state 
without giving effect to the principles of conflicts of laws.

    17.     PRIOR AGREEMENTS.  This Agreement shall supersede any and all 
prior agreements executed by the Company and Indemnitee relating to the 
subject matter hereof, and any and all such prior agreements shall be null 
and void as of the effective date of this Agreement.

     Executed as of the date first written above.

                                    BOISE CASCADE CORPORATION


                                    By ____________________________
                                    Name:   George J. Harad
                                    Title:      Chairman of the Board & Chief Executive Officer



                                 INDEMNITEE


                                    _______________________________
                                    [Name]