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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report:   November 29, 2001
Date of Earliest Event Reported:   November 26, 2001

BOISE CASCADE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware   1-5057   82-0100960
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

1111 West Jefferson Street
P.O. Box 50
Boise, Idaho
(Address of principal
executive offices)
 
 
 
83728-0001
(Zip Code)

208/384-6161
(Registrant's telephone number, including area code)


Item 5.  Other Events

    On November 26, 2001, Boise Cascade Corporation (the "Company") filed a preliminary Prospectus Supplement supplementing the Prospectus contained in and forming part of the Registration Statement on Form S-3 of the Company and Boise Cascade Trust I (Registration Statement Nos. 333-74981 and 333-74981-01) (the "Registration Statement"), which together describe the Adjustable Conversion-rate Equity Security Units to be offered, issued and sold to the public by the Company.

    The exhibits to this Current Report on Form 8-K are incorporated into the Registration Statement by reference.


Item 7.  Financial Statements and Exhibits

(c) Exhibits.    

Exhibit 4.1
 
Form of Amended and Restated Declaration of Trust of Boise Cascade Trust I among the Company, as depositor, BNY Western Trust Company, as property trustee, and The Bank of New York (Delaware), as Delaware trustee

Exhibit 4.2
 
Form of Trust Preferred Security of Boise Cascade Trust I (included in Exhibit 4.1)

Exhibit 4.3
 
Form of Guarantee Agreement between the Company, as guarantor, and BNY Western Trust Company, as guarantee trustee

Exhibit 23.4
 
Consent of Bell, Boyd & Lloyd LLC


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    BOISE CASCADE CORPORATION

 
 
By
 
Karen E. Gowland
       
        Karen E. Gowland
 Vice President and Corporate Secretary
Date: November 29, 2001        


EXHIBIT INDEX

Number
   Description
   Page Number
Exhibit 4.1   Form of Amended and Restated Declaration of Trust of Boise Cascade Trust I among the Company, as depositor, BNY Western Trust Company, as property trustee, and The Bank of New York (Delaware), as Delaware trustee    

Exhibit 4.2
 
Form of Trust Preferred Security of Boise Cascade Trust I (included in Exhibit 4.1)
 
 

Exhibit 4.3
 
Form of Guarantee Agreement between the Company, as guarantor, and BNY Western Trust Company, as guarantee trustee
 
 

Exhibit 23.4
 
Consent of Bell, Boyd & Lloyd LLC
 
 


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SIGNATURE
EXHIBIT INDEX
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AMENDED AND RESTATED DECLARATION OF TRUST

AMONG

BOISE CASCADE CORPORATION

as Depositor,

BNY WESTERN TRUST COMPANY,

as Property Trustee,

THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee,

AND

THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

Dated as of [        ], 2001

BOISE CASCADE TRUST I


TABLE OF CONTENTS

 
   Page
Certificate of Trust of Boise Cascade Trust I   Exhibit A
Form of Certificate Depositary Agreement   Exhibit B
Form of Common Securities of Boise Cascade Trust I   Exhibit C
Form of Preferred Securities of Boise Cascade Trust I   Exhibit D
Notice of Conversion   Exhibit E

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BOISE CASCADE TRUST I

Certain Sections of this Declaration of Trust
relating to Sections 310 through 318
of the Trust Indenture Act of 1939

Trust Indenture Act Section
  
   Declaration of Trust Section
Section 310 (a)(1)   8.7
  (a)(2)   8.7
  (a)(4)   2.7(a)(ii)
  (b)   8.8

Section 311
(a)
 
8.12
  (b)   8.12

Section 312
(a)
 
5.7
  (b)   5.7
  (c)   5.7

Section 313
(a)
 
8.13(a)
  (c)   10.8
  (d)   8.13(c)
  (a)(4)   13(b)
  (b)   8.13(b)

Section 314
(a)
 
8.14
  (b)   Not Applicable
  (c)(1)   8.15
  (c)(2)   8.15
  (c)(3)   Not Applicable
  (d)   Not Applicable
  (e)   1.1, 8.15

Section 315
(a)
 
8.1(a), 8.3(a)
  (b)   8.2, 10.8
  (c)   8.1(a)
  (d)   8.1, 8.3
  (e)   Not Applicable

Section 316
(a)
 
Not Applicable
  (a)(1)(A)   Not Applicable
  (a)(1)(B)   Not Applicable
  (a)(2)   Not Applicable
  (b)   Not Applicable
  (c)   6.7

Section 317
(a)(1)
 
Not Applicable
  (b)   5.9

Section 318
(a)
 
10.10

    Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to be a part of the Declaration of Trust.

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AMENDED AND RESTATED DECLARATION OF TRUST

    AMENDED AND RESTATED DECLARATION OF TRUST, dated as of            , 2001, among (i) Boise Cascade Corporation, a Delaware corporation (including any successors or assigns, the "Depositor"); (ii) BNY Western Trust Company, a national banking organization duly organized and existing under the laws of the United States, as property trustee (in such capacity, the "Property Trustee" and, in its personal capacity and not in its capacity as Property Trustee, the "Bank"); (iii) The Bank of New York (Delaware), a Delaware corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"), (iv)            , an individual, and           , an individual, each of whose address is c/o Boise Cascade Corporation, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001, (each, an "Administrative Trustee" and, collectively, the "Administrative Trustees" and, collectively with the Property Trustee and Delaware Trustee, the "Trustees"); and (v) the several Holders (as hereinafter defined). The Depositor and the Trustees hereby agree as follows:

W I T N E S S E T H:

    WHEREAS, the Depositor and certain of the Trustees have heretofore duly declared and established a business trust pursuant to the Delaware Business Trust Act by the entering into of that certain Trust Agreement, dated as of May 21, 1998, as amended by the Amended and Restated Declaration of Trust, dated as of March 22, 1999 (the "Original Declaration of Trust"), and by the execution and filing by certain of the Trustees with the secretary of state of the state of Delaware of the Certificate of Trust, filed on May 21, 1998, attached as Exhibit A, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust (as defined herein) and investing the proceeds thereof in the Debentures (as defined herein);

    WHEREAS, as of the date hereof, no interests in the Trust have been issued; and

    WHEREAS, the Depositor and the Trustees desire to amend and restate the Original Declaration of Trust in its entirety as set forth herein to provide for, among other things, (i) the issuance and sale of the Common Securities (as defined herein) by the Trust to the Depositor, (ii) the issuance and sale of the Preferred Securities (as defined herein) by the Trust pursuant to the Underwriting Agreement (as defined herein), and (iii) the acquisition by the Trust from the Depositor of all of the right, title and interest in the Debentures;

    NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party, for the benefit of the other party and for the benefit of the Holders (as defined herein) of the Preferred Securities, hereby amends and restates the Original Declaration of Trust in its entirety and agrees as follows:

ARTICLE 1

DEFINED TERMS

    SECTION 1.1. Definitions. For all purposes of this Declaration of Trust, except as otherwise expressly provided or unless the context otherwise requires:

    "Act" has the meaning specified in Section 6.8.

    "Additional Amount" means, with respect to the Trust Securities, the amount of Additional Interest (as defined in the Indenture) paid by the Depositor on the Debentures.

    "Administrative Trustee" means each of [Irving Littman and John W. Holleran], each solely in his capacity as Administrative Trustee of the Trust formed and continued hereunder and not in his individual capacity, or such Administrative Trustee's successor in interest in such capacity, or any successor in interest in such capacity, or any successor administrative trustee appointed as herein provided.

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, provided, however that an Affiliate of the Depositor shall not be deemed to include the Trust. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Applicable Procedures" means, with respect to any transfer or transaction involving a Global Certificate or beneficial interest therein, the rules and procedures of the Clearing Agency for such security, to the extent applicable to such transaction and as in effect from time to time.

    "Bank" has the meaning specified in the preamble to this Declaration of Trust.

    "Bankruptcy Event" means, with respect to any Person:

    "Bankruptcy Laws" has the meaning specified in Section 10.9.

    "Board of Directors" means either the board of directors of the Depositor or any committee of that board duly authorized to act hereunder.

    "Book-Entry Preferred Securities Certificates" means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

    "Business Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to remain closed.

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    "Certificate Depositary Agreement" means the agreement among the Trust, the Depositor and The Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to the Trust Securities Certificates substantially in the form attached as Exhibit B, as the same may be amended and supplemented from time to time.

    "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, that has been designated to act as depositary for the Preferred Securities pursuant to the Certificate Depositary Agreement. The Depository Trust Company will be the initial Clearing Agency.

    "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

    "Closing Date" means the first Time of Delivery (as defined in the Underwriting Agreement).

    "Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

    "Common Securities Certificate" means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit C.

    "Common Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the rights provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein.

    "Common Stock" means common stock, $2.50 par value per share, of the Depositor.

    "Corporate Trust Office" means the principal corporate trust office of the Property Trustee at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at                     , Attention: Corporate Trust Services.

    "Coupon Rate" has the meaning set forth in Section 4.1.

    "Current Market Price", with respect to Common Stock, means for any day the last reported sale price, regular way, on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange Consolidated Transactions Tape, or, if Common Stock is not listed or admitted to trading on the New York Stock Exchange on such day, on the principal national securities exchange on which Common Stock is listed or admitted to trading, if Common Stock is listed on a national securities exchange, or the Nasdaq National Market, or, if Common Stock is not quoted or admitted to trading on such quotation system, on the principal quotation system on which Common Stock may be listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked prices of Common Stock in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose or, if not so available in such manner, as otherwise determined in good faith by the Board of Directors.

    "Debenture Event of Default" means an "Event of Default" as defined in the Indenture.

    "Debenture Redemption Date" means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption thereof under the Indenture.

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    "Debenture Trustee" means BNY Western Trust Company, a national banking association duly organized and existing under the laws of the United States, as trustee under the Indenture.

    "Debentures" means $      aggregate principal amount of the Depositor's   % senior debentures issued pursuant to the Indenture.

    "Declaration of Trust" means this Amended and Restated Declaration of Trust, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including all exhibits hereto, including, for all purposes of this Declaration of Trust and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Declaration of Trust and any such modification, amendment or supplement, respectively.

    "Definitive Preferred Securities Certificates" means either or both (as the context requires) of (a) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.11(a) and (b) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

    "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C., Section 3801, et. seq., as it may be amended from time to time.

    "Delaware Trustee" means the Person identified as the "Delaware Trustee" in the preamble to this Declaration of Trust solely in its capacity as Delaware Trustee of the Trust formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware trustee appointed as herein provided.

    "Depositor" has the meaning specified in the preamble to this Declaration of Trust.

    "Direct Action" has the meaning specified in Section 6.8.

    "Distribution Date" has the meaning specified in Section 4.1(a).

    "Distributions" means amounts payable in respect of the Trust Securities as provided in Section 4.1.

    "Early Termination Event" has the meaning specified in Section 9.2.

    "Event of Default" means the occurrence of a Debenture Event of Default, whatever the reason for such Debenture Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

    "Exchange Notice" has the meaning specified in Section 4.4(b).

    "Expiration Date" has the meaning specified in Section 9.1.

    "Failed Remarketing" has the meaning set forth in the Purchase Contract Agreement.

    "Global Certificate" has the meaning specified in Section 5.2.

    "Guarantee" means the Guarantee Agreement executed and delivered by the Depositor and BNY Western Trust Company, a national banking association duly organized and existing under the laws of the United States, as guarantee trustee, contemporaneously with the execution and delivery of this Declaration of Trust, for the benefit of the Holders of the Preferred Securities, as amended from time to time.

    "Holder" means a Person in whose name a Trust Securities Certificate representing a Trust Security is registered, such Person being a beneficial owner within the meaning of the Delaware Business Trust Act.

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    "Indenture" means the Third Supplemental Indenture, dated December   , 2001, between the Company and BNY Western Trust Company, as trustee, to the Indenture dated as of October 1, 1985 between the Depositor and U.S. Bank Trust National Association, as amended or supplemented from time to time.

    "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever.

    "Liquidation Amount" means an amount with respect to the assets of the Trust equal to $50 per Trust Security.

    "Liquidation Date" means each date on which Debentures or cash are to be distributed to Holders of Trust Securities in connection with a termination and liquidation of the Trust pursuant to Section 9.4(a).

    "Liquidation Distribution" has the meaning specified in Section 9.4(d).

    "1940 Act" means the Investment Company Act of 1940, as amended.

    "Normal Units" has the meaning set forth in the Purchase Contract Agreement.

    "Officers' Certificate" means a certificate signed by (i) the Chairman of the Board, a Vice Chairman, the President or a Vice President, and by (ii) the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of the Depositor, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 8.15 shall be the principal executive, financial or accounting officer of the Depositor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall include:

    "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Trust, the Property Trustee or the Depositor, and who may be an employee of any thereof, and who shall be reasonably acceptable to the Property Trustee. Any Opinion of Counsel delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall include:

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    "Original Declaration of Trust" has the meaning specified in the recitals to this Declaration of Trust.

    "Outstanding", when used with respect to Trust Securities, means, as of the date of determination, all Trust Securities theretofore executed and delivered under this Declaration of Trust, except:

provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Trust Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust Securities that such Trustee actually knows to be so owned shall be so disregarded and (b) the foregoing shall not apply at any time when all of the Outstanding Trust Securities are owned by the Depositor, one or more of the Trustees and/or any such Affiliate. Trust Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Securities Registrar the pledgee's right so to act with respect to such Trust Securities and that the pledgee is not the Depositor or any Affiliate of the Depositor.

    "Owner" means each Person who is the beneficial owner of a Book-Entry Preferred Securities Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).

    "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 5.9.

    "Payment Account" means a segregated non-interest bearing corporate trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Debentures will be held and from which the Property Trustee shall make payments to the Securityholders in accordance with Section 4.1.

    "Person" means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof.

    "Preferred Securities Certificate" means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit D.

    "Preferred Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the rights provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein.

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    "Property Trustee" means the commercial bank or trust company identified as the "Property Trustee" in the preamble to this Declaration of Trust solely in its capacity as Property Trustee of the Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided.

    "Purchase Contract Agent" means BNY Western Trust Company, as purchase contract agent under the Purchase Contract Agreement until a successor is appointed thereunder, and thereafter means such successor Purchase Contract Agent.

    "Purchase Contract Agreement" means the Purchase Contract Agreement dated as of [              ], 2001 between the Purchase Contract Agent and the Depositor.

    "Related Party" means, with respect to the Depositor, any direct or indirect wholly owned subsidiary of the Depositor or any other Person that owns, directly or indirectly, 100% of the outstanding voting securities of the Depositor.

    "Relevant Trustee" has the meaning specified in Section 8.9.

    "Remarketing Agent" has the meaning set forth in the Purchase Contract Agreement.

    "Remarketing Agreement" means the form of Remarketing Agreement to be entered into by and among the Depositor, the Trust, the Remarketing Agent and the Purchase Contract Agent in connection with the remarketing of the capital securities.

    "Remarketing Date" means the [      ] business day preceding [               ], 2004.

    "Remarketing Value" has the meaning set forth in the Purchase Contract Agreement.

    "Reset Agent" means a nationally recognized investment banking firm chosen by the Depositor to determine the Reset Rate.

    "Reset Rate" means the lowest distribution rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), to be determined by the Reset Agent, that the Preferred Securities should bear in order for the Preferred Securities to have a market value at the Remarketing Date or any Subsequent Remarketing Date, as the case may be, of 100.5% of the Remarketing Value, assuming, for this purpose, even if not true, that all of the Preferred Securities are held as components of Normal Units and will be remarketed; provided, however, that if there has been a Failed Remarketing, the Reset Rate will be equal to the Coupon Rate, as defined in Section [  ], until the Preferred Securities are successfully remarketed pursuant to the Purchase Contract Agreement and Remarketing Agreement.

    "Securities Register" and "Securities Registrar" have the respective meanings specified in Section 5.4.

    "Securityholder" has the same meaning as "Holder."

    "Special Event" means a Tax Event.

    "Subsequent Remarketing Date" has the meaning set forth in the Purchase Contract Agreement.

    "Successor Delaware Trustee" has the meaning specified in Section 8.9.

    "Successor Property Trustee" has the meaning specified in Section 8.9.

    "Successor Securities" has the meaning specified in Section 9.5.

    "Tax Event" means the receipt by Depositor of advice of counsel, which may be Bell, Boyd & Lloyd LLC or another law firm having a nationally-recognized tax practice, that there is more than an insubstantial risk that: (i) the Company will not be able to deduct all of the interest payable on the Debentures for U.S. federal income tax purposes; (ii) the Trust is or will become subject to U.S. federal

7

income income tax; or (iii) the Trust is or will become subject to more than a de minimis amount of other taxes or governmental charges; a Tax Event may occur as a result of a change or announced change in law or regulation or a change or announced change in interpretation of law or regulation.

    "Treasury Portfolio" means a portfolio of U.S. treasury securities which will consist of interest or principal strips of U.S. treasury securities which mature on or before the Stock Purchase Date. The portfolio will be in an amount equal to the total Liquidation Amount of the Preferred Securities included in the Normal Units. The portfolio will also include interest or principal strips of U.S. Treasury securities in an amount sufficient to pay distributions on the preferred securities for each scheduled quarterly distribution date on the Preferred Securities occurring after the Tax Event redemption date through the Stock Purchase Date, assuming that the distribution rate on the preferred securities was not reset on the reset date, and maturing to timely make such distributions. The Depositor will not be able to call the treasury securities.

    To determine the price of the Treasury Portfolio, the Depositor will retain a quotation agent to solicit the lowest total price quoted by a primary U.S. government securities dealer in New York City to the agent on the third business day before the Tax Event Redemption Date to permit settlement on the Tax Event Redemption Date. The quotation agent will be Goldman, Sachs & Co. and its successors, or, if Goldman, Sachs & Co. ceases to be a primary U.S. government securities dealer, another primary U.S. governmental securities dealer.

    "Termination Event" has the meaning set forth in the Purchase Contract Agreement.

    "Trust" means the Delaware business trust continued hereby and identified on the cover page of this Declaration of Trust.

    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

    "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the foregoing to be held by the Property Trustee pursuant to the terms of this Declaration of Trust for the benefit of the Securityholders.

    "Trust Security" means any one of the Common Securities or the Preferred Securities.

    "Trust Securities Certificate" means any one of the Common Securities Certificates, the Global Certificates or the Certificated Preferred Securities.

    "Trustees" means, collectively, the Property Trustee, the Delaware Trustee, and the Administrative Trustees.

    "Underwriting Agreement" means the Underwriting Agreement, dated as of            , 2001, among the Trust, the Depositor, and the Underwriter(s) named therein.

    "Units" has the meaning set forth in the Purchase Contract Agreement.

ARTICLE 2

ESTABLISHMENT OF THE TRUST

    SECTION 2.1. Name.  The Trust created hereby shall be known as "Boise Cascade Trust I", as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Trustees, in which name the Trustees may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.

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    SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.  The address of the Delaware Trustee in the State of Delaware is            , Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such other address in the state of Delaware as the Delaware Trustee may designate by written notice to the Securityholders and the Depositor. The principal executive office of the Trust is 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-6161.

    SECTION 2.3. Organizational Expenses.  The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

    SECTION 2.4. Issuance of the Preferred Securities.  On            , 2001, the Depositor and an Administrative Trustee on behalf of the Trust executed and delivered the Underwriting Agreement. On the Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute and deliver in accordance with Section 5.2 Preferred Securities Certificates, in an aggregate amount of            Preferred Securities having an aggregate Liquidation Amount of $            , against receipt of the aggregate purchase price of such Preferred Securities of $            , which amount the Administrative Trustees shall promptly deliver to the Property Trustee.

    SECTION 2.5. Subscription and Purchase of Debentures; Issuance of the Common Securities.  Contemporaneously with the execution and delivery of this Declaration of Trust, the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor the Debentures, registered in the name of the Property Trustee (in its capacity as such) and having an aggregate principal amount equal to $            , and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $            . Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor the Common Securities Certificates registered in the name of the Depositor, in an aggregate amount of            Common Securities having an aggregate Liquidation Amount of $            against receipt of the aggregate purchase price of such Common Securities from the Depositor in the amount of $            .

    SECTION 2.6. Declaration of Trust.  The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Declaration of Trust, and (c) to engage in only those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

    SECTION 2.7. Authorization to Enter into Certain Transactions.  

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    SECTION 2.8. Assets of Trust. The assets of the Trust shall consist of only the Trust Property.

    SECTION 2.9. Title to Trust Property. Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Trust and the Securityholders in accordance with this Declaration of Trust. Each Securityholder shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust.

ARTICLE 3

PAYMENT ACCOUNT

    SECTION 3.1. Payment Account.

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ARTICLE 4

DISTRIBUTIONS; REDEMPTION; EXCHANGE

    SECTION 4.1. Distributions.

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    SECTION 4.2. [INTENTIONALLY OMITTED]

    SECTION 4.3. [INTENTIONALLY OMITTED]

    SECTION 4.4. Tax Event Exchange or Redemption.

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    SECTION 4.5. Subordination of Common Securities. Payment of Distributions (including Additional Amounts, if applicable) on the Trust Securities, as applicable, shall be made pro rata based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date an Event of Default shall have occurred and be continuing, no payment of any Distribution (including Additional Amounts, if applicable) on any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all Outstanding Preferred Securities for all Distribution periods terminating on or prior thereto shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including Additional Amounts, if applicable) on Preferred Securities then due and payable.

    SECTION 4.6. Payment Procedures. Payments in respect of the Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, in accordance with the Certificate Depositary Agreement on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holder of the Common Securities.

    SECTION 4.7. Tax Returns and Reports. The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file (or cause to be filed) all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared or filed) Form 1041 or the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Security holder a Form 1099 or the appropriate Internal Revenue Service form required to be furnished to such Securityholder or the information required to be provided on such form. The Administrative Trustees shall provide (or cause to be provided) the Depositor and the Property Trustee with a copy of all such returns, reports and schedules promptly after such filing or furnishing. The Administrative Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

    SECTION 4.8. Payment of Taxes, Duties, Etc. of the Trust. Upon receipt under the Debentures of Additional Sums, the Property Trustee, upon receipt of written notice from the Depositor or the Administrative Trustees, shall promptly pay from such Additional Sums any taxes, duties or governmental charges of whatever nature (other than withholding taxes), as indicated in such notice, imposed on the Trust by the United States or any other taxing authority.

    SECTION 4.9. Payments under Indenture. Any amount payable hereunder to any Holder of Preferred Securities (and any Owner with respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to Section [  ] of the Indenture in accordance with the terms of Section 6.8 hereof.

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ARTICLE 5

TRUST SECURITIES CERTIFICATES

    SECTION 5.1. Initial Ownership. Upon the formation of the Trust and until the issuance of the Trust Securities, and at any time during which no Trust Securities are Outstanding, the Depositor shall be the sole beneficial owner of the Trust.

    SECTION 5.2. The Trust Securities Certificates. The Preferred Securities Certificates shall be issued in minimum denominations of $50 Liquidation Amount and integral multiples of $50 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $50 Liquidation Amount and integral multiples thereof. The consideration received by the Trust for the issuance of the Trust Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust. Initially the Preferred Securities will be represented by a certificate registered in the Securities Register in the name of a Clearing Agency or a nominee thereof, in global form (the "Global Certificate"). The Trust Securities Certificates shall be executed on behalf of the Trust by manual or facsimile signature of at least one Administrative Trustee and the Preferred Securities Certificates shall be authenticated by the Property Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Declaration of Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Section 5.4.

    SECTION 5.3. Delivery of Trust Securities Certificates. On the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or upon the written order of the Depositor, signed by its Chairman of the Board, any Vice Chairman, its President, or any Vice President, Treasurer or Assistant Treasurer or Controller without further corporate action by the Depositor, in authorized denominations.

    A Common Securities Certificate shall not be valid until executed by at least one Administrative Trustee. A Preferred Securities Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that the Preferred Securities Certificate has been authenticated under this Declaration of Trust. Upon a written order of the Trust signed by one Administrative Trustee, the Property Trustee shall authenticate the Preferred Securities Certificates for original issue.

    The Property Trustee may appoint an authenticating agent acceptable to the Administrative Trustees to authenticate Preferred Securities Certificates. An authenticating agent may authenticate Preferred Securities Certificates whenever the Property Trustee may do so. Each reference in this Declaration of Trust to authentication by the Property Trustee includes authentication by such agent. An authenticating agent has the same rights as the Property Trustee to deal with the Depositor or an Affiliate with respect to the authentication of Preferred Securities.

    SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities. The Securities Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration

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of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar.

    Upon surrender for registration of transfer of any Preferred Security at an office or agency of the Depositor designated pursuant to Section 5.8 for such purpose, the Depositor shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of any authorized denominations and of a like aggregate principal amount.

    At the option of the Holder, and subject to the other provisions of this Section 5.4, Preferred Securities may be exchanged for other Preferred Securities of any authorized denomination and of a like Liquidation Amount, upon surrender of the Preferred Securities to be exchanged at any such office or agency. Whenever any Preferred Securities are so surrendered for exchange, the Depositor shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities which the Holder making the exchange is entitled to receive.

    All Preferred Securities issued upon any registration of transfer or exchange of Preferred Securities shall be the valid obligations of the Trust, evidencing the same rights, and entitled to the same benefits under this Declaration of Trust, as the Securities surrendered upon such registration of transfer or exchange.

    Every Preferred Security presented or surrendered for registration of transfer or for exchange shall (if so requested by the Depositor or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Depositor and the Securities Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized in writing.

    No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Preferred Securities Certificates.

    SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for authentication, where applicable, and delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Securities Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicative Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time.

    SECTION 5.6. Persons Deemed Securityholders. The Property Trustee and the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Property Trustee nor the Securities Registrar shall be bound by any notice to the contrary.

    SECTION 5.7. Access to List of Securityholders' Names and Addresses. The Administrative Trustees or the Depositor shall furnish or cause to be furnished (unless the Property Trustee is acting as

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Securities Registrar with respect to the Trust Securities under the Declaration of Trust) a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Securityholders as of the most recent record date (a) to the Property Trustee, quarterly at least 5 Business Days before each Distribution Date, and (b) to the Property Trustee, as promptly as practicable after receipt by the Depositor of a request therefor from the Property Trustee in order to enable the Property Trustee to discharge its obligations under this Declaration of Trust, in each case to the extent such information is in the possession or control of the Administrative Trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Securityholders to communicate with other Securityholders with respect to their rights under this Declaration of Trust or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act, except to the extent Section 3819 of the Delaware Business Trust Act would require greater access to such information, in which case the latter shall apply. Each Holder, by receiving and holding a Trust Securities Certificate, and each Owner shall be deemed to have agreed not to hold the Depositor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.

    SECTION 5.8. Maintenance of Office or Agency. The Securities Registrar shall maintain in The City of New York an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer, exchange or conversion and where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates may be served. The Securities Registrar initially designates [            ,            ,             ], Attention: Corporate Trust Services, as its principal corporate trust office for such purposes. The Securities Registrar shall give prompt written notice to the Depositor and to the Securityholders of any change in the location of the Securities Register or any such office or agency.

    SECTION 5.9. Appointment of Paying Agent. In the event that the Preferred Securities are not in book-entry form only, the Trust shall maintain in the Borough of Manhattan, The City of New York, an office or agency (the "Paying Agent") where the Preferred Securities may be presented for payment. The Paying Agent shall make Distributions to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Declaration of Trust in any material respect. The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee and acceptable to the Administrative Trustees and the Depositor in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Property Trustee and the Depositor. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). Each successor Paying Agent or any additional Paying Agent shall agree with the Trustees that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to each Securityholder. The Paying Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

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    SECTION 5.10. Ownership of Common Securities by Depositor. On the Closing Date, the Depositor shall acquire and retain beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, and except as provided in the following sentence, any attempted transfer of the Common Securities shall be void. Subject to this Article 5, the Depositor and any Related Party may only transfer Common Securities to the Depositor or a Related Party of the Depositor; provided that, any such transfer is subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not cause more than an insubstantial risk that:

The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS SPECIFICALLY PERMITTED UNDER THE AMENDED AND RESTATED DECLARATION OF TRUST OF BOISE CASCADE TRUST I.

    SECTION 5.11. Global Securities; Non-Global Securities; Common Securities Certificate.

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    SECTION 5.12. Notices to Clearing Agency. To the extent that a notice or other communication to the Owners is required under this Declaration of Trust, unless and until Definitive Preferred Securities Certificates shall have been issued to Owners pursuant to Section 5.13, the Administrative Trustees and the Property Trustee shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to provide notices directly to the Owners.

    SECTION 5.13. Definitive Preferred Securities Certificates. Notwithstanding any other provision in this Declaration of Trust, no Global Certificate may be exchanged in whole or in part for Preferred Securities registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other than the Clearing Agency for such Global Certificate or a nominee thereof unless (i) such Clearing Agency (A) has notified the Depositor that it is unwilling or unable to continue as Clearing Agency for such Global Certificate or (B) has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and in either case the Trust and the Depositor thereupon fails to appoint a successor Clearing Agency, (ii) the Depositor, at its option, notifies the Property Trustee in writing that it elects to cause the issuance of the Preferred Securities in certificated form, or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default. In all cases, Certificated Preferred Securities delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Clearing Agency (in accordance with its customary procedures).

    SECTION 5.14. Rights of Securityholders. The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 2.9, and the Securityholders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Declaration of Trust. The Trust Securities shall have no preemptive or similar rights and, when issued and delivered to Securityholders against payment of the purchase price therefor, will be fully paid and nonassessable by the Trust. The Holders of the Trust Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized

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under the General Corporation Law of the State of Delaware. Except as expressly set forth in this Declaration, the Debentures, the Securities Guarantees and the terms of the Securities, the Depositor shall not be:

ARTICLE 6

ACT OF SECURITYHOLDERS; MEETINGS; VOTING

    SECTION 6.1. Limitations on Voting Rights.

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    SECTION 6.2. Notice of Meetings. Notice of all meetings of the Holders of the Preferred Securities, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Preferred Securityholder of record, at its registered address, at least 7 days and not more than 60 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

    SECTION 6.3. Meetings of Preferred Securityholders. No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Securityholders to vote on any matter upon the written request of the Preferred Securityholders of record of 10% of the Preferred Securities (based upon their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of Preferred Securities to vote on any matters as to which such Holders are entitled to vote.

    Holders of record of 50% of the Preferred Securities (based upon their Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders.

    If a quorum is present at a meeting, an affirmative vote by the Holders of record of Preferred Securities present, in person or by proxy, holding more than a majority of the Preferred Securities

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(based upon their Liquidation Amount) held by Holders of record of Preferred Securities present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders, unless this Declaration of Trust requires a greater number of affirmative votes.

    SECTION 6.4. Voting Rights. Securityholders shall be entitled to one vote for each $50 of Liquidation Amount represented by their Trust Securities in respect of any matter as to which such Securityholders are entitled to vote. Notwithstanding that holders of Preferred Securities are entitled to vote or consent under any of the circumstances described above, any of the Preferred Securities that are owned at such time by the Depositor, the Trustees or any affiliate of any Trustee shall, for purposes of such vote or consent, be treated as if such Preferred Securities were not outstanding.

    SECTION 6.5. Proxies, Etc. At any meeting of Securityholders, any Securityholders entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Securityholders of record shall be entitled to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or represented by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than 11 months after its date of execution.

    SECTION 6.6. Securityholder Action by Written Consent. Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust) shall consent to the action in writing.

    SECTION 6.7. Record Date for Voting and Other Purposes. For the purposes of determining the Securityholders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Declaration of Trust, or for the purpose of any other action, the Property Trustee may from time to time fix a date, not more than 60 days prior to the date of any meeting of Securityholders or the payment of Distributions or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for such purposes.

    SECTION 6.8. Acts of Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Declaration of Trust to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders or Owners signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Declaration of Trust and (subject to Section 8.1) conclusive in favor of the Trustees, if made in the manner provided in this Section.

    The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such

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instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than the signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which any Trustee receiving the same deems sufficient.

    The ownership of Preferred Securities shall be proved by the Securities Register.

    Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security.

    Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such Liquidation Amount.

    If any dispute shall arise between the Securityholders and the Administrative Trustees or among such Securityholders or Trustees with respect to the authenticity, validity or binding nature of any request, demand, authorization, direction, consent, waiver or other Act of such Securityholder or Trustee under this Article 6, then the determination of such matter by the Property Trustee shall be conclusive with respect to such matter.

    Upon the occurrence and continuation of an Event of Default, the holders of Preferred Securities shall rely on the enforcement by the Property Trustee of its rights as holder of the Debentures against the Depositor. If the Property Trustee fails to enforce its rights as holder of the Debentures after a request therefor by a holder of Preferred Securities, such holder may, to the fullest extent permitted by law, proceed to enforce such rights directly against the Depositor. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is attributable to the failure of the Depositor to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable, then a holder of Preferred Securities shall have the right to institute a proceeding directly against the Depositor, for enforcement of payment to such holder of the principal amount of or interest on Debentures having a principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of such holder after the respective due date specified in the Debentures (a "Direct Action"). [In connection with such Direct Action, the rights of the holders of Common Securities will be subordinate to the rights of such holder of Preferred Securities.] In connection with any such Direct Action, the rights of the Depositor will be subrogated to the rights of any holder of the Preferred Securities to the extent of any payment made by the Depositor to such holder of Preferred Securities as a result of such Direct Action.

    A Securityholder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person or entity.

    SECTION 6.9. Inspection of Records. Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder.

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ARTICLE 7

REPRESENTATIONS AND WARRANTIES

    SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee. The Property Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that (each such representation and warranty made by the Property Trustee and the Delaware Trustee being made only with respect to itself):

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    SECTION 7.2. Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Securityholders that:

ARTICLE 8

THE TRUSTEES

    SECTION 8.1. Certain Duties and Responsibilities.

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    SECTION 8.3. Certain Rights of Property Trustee. Subject to the provisions of Section 8.1:

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    No provision of this Declaration of Trust shall be deemed to impose any duty or obligation on the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty.

    SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities.  The recitals contained herein and in the Trust Securities Certificates shall not be taken as the statements of the Trustees, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Debentures.

    SECTION 8.5.  May Hold Securities.  Except as provided in the definition of the term "Outstanding" in Article 1, any Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Section 8.8

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and 8.12, may otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent.

    SECTION 8.6.  Compensation; Indemnity; Fees.  The Depositor agrees:

    SECTION 8.7.  Property Trustee Required; Eligibility of Trustees.  

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    SECTION 8.8.  Conflicting Interests.  If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Declaration of Trust. [The Property Trustee's services as Trustee under the Guarantee and as Debenture Trustee shall not be deemed to constitute a conflicting interest.]

    SECTION 8.9.  Resignation and Removal; Appointment of Successor.  

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    SECTION 8.10.  Acceptance of Appointment by Successor.  In case of the appointment hereunder of a successor Trustee, such successor Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Depositor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to the successor Trustee all property and money held by such retiring Property Trustee hereunder.

    In case of the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor Relevant Trustee shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee and upon the execution and delivery of such amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder.

    Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee

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all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

    No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article.

    SECTION 8.11.  Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

    SECTION 8.12.  Preferential Collection of Claims Against Depositor or Trust.  If and when the Property Trustee shall be or become a creditor of the Depositor or the Trust (or any other obligor upon the Debentures or the Trust Securities), the Property Trustee shall be subject to and shall take all actions necessary in order to comply with the provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or Trust (or any such other obligor).

    SECTION 8.13.  Reports by Property Trustee.  

    SECTION 8.14.  Reports to the Property Trustee.  The Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

36

    SECTION 8.15.  Evidence of Compliance with Conditions Precedent. Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration of Trust that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers' Certificate.

    SECTION 8.16.  Number of Trustees.  

    SECTION 8.17.  Delegation of Power.  

    SECTION 8.18.  Appointment of Administrative Trustees.  

37

ARTICLE 9

TERMINATION, LIQUIDATION AND MERGER

    SECTION 9.1.  Termination upon Expiration Date.  Unless earlier terminated, the Trust shall automatically terminate on            ,      (the "Expiration Date"), following the distribution of the Trust Property in accordance with Section 9.4.

    SECTION 9.2.  Early Termination.  The first to occur of any of the following events is an "Early Termination Event":

38

    SECTION 9.3. Termination. The respective obligations and responsibilities of the Trustees and the Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.4, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of all expenses owed by the Trust; (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Securityholders, and (d) the filing of the certificate of cancellation with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Business Trust Act. Notwithstanding any provision hereof to the contrary, each of Depositor's obligations set forth in Section 8.3 hereof shall survive and continue regardless of the occurrence of any of the foregoing.

    SECTION 9.4. Liquidation.

39

    SECTION 9.5. Mergers, Consolidations, Amalgamations, Conversions or Replacements of the Trust. The Trust may not merge with or into, consolidate, amalgamate, convert into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to this Section 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of the Preferred Securities, the Trust may merge with or into, consolidate, amalgamate, convert into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the Successor Securities rank the same as the Preferred Securities rank in priority with respect to Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly appoints a trustee of such successor entity, possessing the same powers and duties as the Property Trustee, as the holder of the Debentures, (iii) the Successor Securities are listed, or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, if any, (iv) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not

40

adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease the Depositor has received an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holder's interest in the new entity), (b) following such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease neither the Trust nor such successor entity will be required to register as an "investment company" under the 1940 Act, and (c) following such merger, consolidation, amalgamation, conversion or replacement, the Trust or such successor entity will be treated as a grantor trust for United States federal income tax purposes, and (viii) the Depositor or any permitted successor or assignee owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Preferred Securities, consolidate, amalgamate, convert into, merge with or into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, convert into, merge with or into, or replace it if such consolidation, amalgamation, conversion, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes.

ARTICLE 10
MISCELLANEOUS PROVISIONS

    SECTION 10.1. Limitation of Rights of Securityholders. The death or incapacity of any person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Declaration of Trust, nor entitle the legal representatives or heirs of such person or any Securityholder for such person to claim an accounting, take any action or bring any proceeding in any court for a partition or winding-up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

    SECTION 10.2. Amendment.

41

    SECTION 10.3. Separability. In case any provision in this Declaration of Trust or in the Trust Securities Certificates shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    SECTION 10.4. Governing Law. This declaration of trust and the rights and obligations of each of the securityholders, the trust, and trustees with respect to this declaration of trust in the trust securities shall be construed in accordance with and governed by the internal laws of the state of Delaware.

    SECTION 10.5. Payments Due on Non-Business Day. If the date fixed for any payment on any Trust Security shall be a day which is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day which is a Business Day (except as otherwise provided in Section 4.1(a) and Section 4.2(d)), with the same force and effect as though made on the date fixed for such payment, and no interest shall accrue thereon for the period after such date.

42

    SECTION 10.6. Successors. This Declaration of Trust shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Depositor that is permitted under Article 8 of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor's obligations hereunder, the Depositor shall not assign its obligations hereunder.

    SECTION 10.7. Headings. The Article and Section headings are for convenience only and shall not affect the construction of this Declaration of Trust.

    SECTION 10.8. Reports, Notices and Demands. Any report, notice, demand or other communication which by any provision of this Declaration of Trust is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder's name and address may appear on the Securities Register; and (b) in the case of the Holder of the Common Securities, to Boise Cascade Corporation, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001, Attention: General Counsel.

    Any notice to Preferred Securityholders shall also be given to such Owners as have, within two years preceding the giving of such notice, filed their names and addresses with the Property Trustee for that purpose. Such notice, demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given, or made, for all purposes, upon hand delivery, mailing or transmission.

    Any notice, demand or other communication which by any provision of this Declaration of Trust is required or permitted to be given or served to or upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: (a) with respect to the Property Trustee, to            ,            ,            , Attention: Corporate Trust Services, (b) with respect to the Delaware Trustee, to            ,            ,             , Attention: Corporate Trust Administration, with a copy of any such notice to the Property Trustee at its address above, and (c) with respect to the Administrative Trustees, to them at the address for notices to the Depositor, marked "Attention: General Counsel." Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property Trustee.

    SECTION 10.9. Agreement Not to Petition. Each of the Trustees and the Depositor agrees for the benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article 9, it shall not file, or join in the filing of, a petition against the Trust under any bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the event the Depositor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of Securityholders, that, at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any, as counsel for the Trustee or the Trust may assert. The provisions of this Section 10.9 shall survive the termination of this Declaration of Trust.

    SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

43

    SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture. The receipt and acceptance of a Trust Security or any interest therein by or on behalf of a securityholder or beneficial owner, without any signature or further manifestation of assent, shall constitute the unconditional acceptance by the securityholder and all others having a beneficial interest in such Trust Security of all the terms and provisions of this Declaration of Trust and the terms of the Guarantee and the Indenture, and shall constitute the agreement of the Trust, such securityholder and such others that the terms and provisions of this Declaration of Trust shall be binding, operative and effective as to the Trust and such securityholder and such others.

    SECTION 10.12. Counterparts. This Declaration of Trust may contain more than one counterpart of the signature page and this Declaration of Trust may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

    SECTION 10.13. Purchases of Trust Securities. Subject to applicable law (including, without limitation, United States federal securities law), the Depositor or its subsidiaries or Affiliates may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement.

44

    IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written.

    BOISE CASCADE CORPORATION,
as Depositor

 
 
By:
 
 
       
Name:
Title:

 
 
BNY WESTERN TRUST COMPANY,
as Property Trustee

 
 
By:
 
 
       
Name:
Title:

 
 
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

 
 
By:
 
 
       
Name:
Title:

 
 
[                                        ],
as Administrative Trustee

 
 
[                                        ],
as Administrative Trustee

45

EXHIBIT A

CERTIFICATE OF TRUST
OF
BOISE CASCADE TRUST I

    THIS Certificate of Trust of Boise Cascade Trust I (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware business corporation, and John W. Holleran, as trustees, to form a business trust under the Delaware Business Trust Act (12 DEL. C. Section 3801 ET SEQ.).

    1.  NAME.  The name of the business trust formed hereby is Boise Cascade Trust I.

    2.  DELAWARE TRUSTEE.  The name and business address of the trustee of the Trust in the state of Delaware is Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890.

    3.  EFFECTIVE DATE.  This Certificate of Trust shall be effective upon filing.

    IN WITNESS WHEREOF, the undersigned, being all of the initial trustees of the Trust, have executed this Certificate.

    WILMINGTON TRUST COMPANY

 
 
By:
 
 
       
Name:
Title:

 
 
Name: John W. Holleran

46

EXHIBIT B

FORM OF CERTIFICATE
DEPOSITARY AGREEMENT

47

EXHIBIT C


THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number   Number of Common Securities


 

Certificate Evidencing Common Securities
of
Boise Cascade Trust I

Common Securities
(liquidation amount $50 per Common Security)

    Boise Cascade Trust I, a statutory business trust formed under the laws of the state of Delaware (the "Trust"), hereby certifies that Boise Cascade Corporation (the "Holder") is the registered owner of            common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). In accordance with Section 5.10 of the Declaration of Trust (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Trust dated as of            , 2001, as the same may be amended from time to time (the "Declaration of Trust") including the designation of the terms of the Common Securities as set forth therein. [The Holder is entitled to the benefits of the Common Securities Guarantee Agreement entered into by the Holder and            , as Guarantee Trustee, dated as of            , 2001 (the "Guarantee"), to the extent provided therein.] The Trust will furnish a copy of the Declaration of Trust and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office.

    Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.

    IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this      day of            , 2001.

    BOISE CASCADE TRUST I

 
 
By:
  
      Name:
As Administrative Trustee

48


PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

    This is one of the Common Securities referred to in the within-mentioned Declaration of Trust.

Dated:            , 2001.

    [ ],
   
as Administrative Trustee

 
 
By:
  
Authorized Signatory

49

EXHIBIT D

    THIS PREFERRED SECURITY IS A BOOK-ENTRY PREFERRED SECURITIES CERTIFICATE WITHIN THE MEANING OF THE DECLARATION OF TRUST HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION OF TRUST AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

    UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (55 WATER STREET, NEW YORK), TO BOISE CASCADE TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

50

Certificate Number   Number of Preferred Securities

                        
 
                        

CUSIP No.                         

$                         

Certificate Evidencing Preferred Securities
of
Boise Cascade Trust I

      % Preferred Securities
(liquidation amount $50 per Preferred Security)

    Boise Cascade Trust I, a statutory business trust formed under the laws of the state of Delaware (the "Trust"), hereby certifies that                  (the "Holder") is the registered owner of        preferred securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the Boise Cascade Trust I       % Preferred Securities (liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration of Trust (as defined below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Trust dated as of            , 2001, as the same may be amended from time to time (the "Declaration of Trust") including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement entered into by Boise Cascade Corporation, a Delaware corporation, and                  , as Guarantee Trustee, dated as of            , 2001 (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the Declaration of Trust and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder.

    IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this       day of            , 2001.

    BOISE CASCADE TRUST I

 
 
By:
 
 
       
Name:
An Administrative Trustee

51

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

    This is one of the Preferred Securities referred to in the within-mentioned Declaration of Trust.

Dated:            , 2001.

    [                                        ],
as Property Trustee

 
 
By:
 
 
       
Authorized Signatory

52


ASSIGNMENT

    FOR VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security to:

      
    
      
    
      
(Insert assignee's social security or tax identification number)		    

 
 
  
 
 
      
    
      
(Insert address and zip code of assignee)		    

and irrevocably appoints
 
 

 
 
  
 
 
      
    
      
    

agent to transfer this Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her.

Date:   
    

Signature:
  
 
 

(Sign exactly as your name appears on the other side of this Preferred Security Certificate)

Signature Guarantee:
  
 
 

    Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Securities Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

53

[TO BE ATTACHED TO GLOBAL CERTIFICATE]

SCHEDULE A

    The initial liquidation amount of this Global Certificate shall be $            . The following increases or decreases in the liquidation amount of this Global Certificate have been made:

Date Made
   Amount of
increase in
Liquidation
Amount of this
Global Certificate
including upon
exercise of over
allotment option
   Amount of
decrease in
Liquidation
Amount of this
Global Certificate
   Liquidation
Amount of this
Global Certificate
following such
decrease or
increase
   Signature of
authorized
officer of
Trustee or
Securities
Custodian
                  
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 
                  
 
 
 
 

54



QuickLinks

TABLE OF CONTENTS
BOISE CASCADE TRUST I
AMENDED AND RESTATED DECLARATION OF TRUST
CERTIFICATE OF TRUST OF BOISE CASCADE TRUST I
FORM OF CERTIFICATE DEPOSITARY AGREEMENT
THIS CERTIFICATE IS NOT TRANSFERABLE
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
ASSIGNMENT
SCHEDULE A
Prepared by MERRILL CORPORATION
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GUARANTEE AGREEMENT

between

BOISE CASCADE CORPORATION

and

BNY WESTERN TRUST COMPANY



Relating to the Preferred Securities of
Boise Cascade Trust I



Dated as of [                        ], 2001





CROSS REFERENCE TABLE*

Section of Trust Indenture Act of 1939, as amended
   Section of Guarantee
Agreement
ss. 310 (a)   4.1(a)
  (b)   4.1(c), 2.8
  (c)   Not Applicable

ss. 311
(a)
 
2.2(b)
  (b)   2.2(b)
  (c)   Not Applicable

ss. 312
(a)
 
2.2(a)
  (b)   2.2(b)

ss. 313
 
2.3

ss. 314
(a)
 
2.4
  (b)   Not Applicable
  (c)   2.5
  (d)   Not Applicable
  (e)   1.1, 2.5, 3.2
  (f)   3.2

ss. 315
(a)
 
3.1(d)
  (b)   2.7
  (c)   3.1
  (d)   3.1(d)

ss. 316
(a)
 
1.1, 2.6, 5.4
  (b)   5.3

ss. 317
(a)
 
Not Applicable
  (b)   Not Applicable

ss. 318
(a)
 
2.1(b)
  (b)   2.1
  (c)   2.1(a)
*
This Cross Reference Table does not constitute part of the Guarantee Agreement and shall not affect the interpretation of any of its terms or provisions.


TABLE OF CONTENTS

 
  
   Page
ARTICLE 1 DEFINITIONS   1
  Section 1.1 Definitions   1

ARTICLE 2
TRUST INDENTURE ACT
 
3
  Section 2.0 Trust Indenture Act; Application   3
  Section 2.1 List of Holders   3
  Section 2.2 Reports by the Guarantee Trustee   4
  Section 2.3 Periodic Reports to Guarantee Trustee   4
  Section 2.4 Evidence of Compliance with Conditions Precedent   4
  Section 2.5 Events of Default; Waiver   4
  Section 2.6 Event of Default; Notice   4
  Section 2.7 Conflicting Interests   4

ARTICLE 3
POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
 
5
  Section 3.1 Powers and Duties of the Guarantee Trustee   5
  Section 3.2 Certain Rights of Guarantee Trustee   6
  Section 3.3 Indemnity   7

ARTICLE 4
GUARANTEE TRUSTEE
 
7
  Section 4.1 Guarantee Trustee; Eligibility   7
  Section 4.2 Appointment, Removal and Resignation of the Guarantee Trustee   8

ARTICLE 5
GUARANTEE
 
8
  Section 5.1 Guarantee   8
  Section 5.2 Waiver of Notice and Demand   8
  Section 5.3 Obligations Not Affected   9
  Section 5.4 Rights of Holders   9
  Section 5.5 Guarantee of Payment   9
  Section 5.6 Subrogation   10
  Section 5.7 Independent Obligations   10

ARTICLE 6
COVENANTS
 
10
  Section 6.1 Certain Covenants of Guarantor   10

ARTICLE 7
TERMINATION
 
10
  Section 7.1 Termination   10

ARTICLE 8
[INTENTIONALLY OMITTED]
 
10

ARTICLE 9
MISCELLANEOUS
 
11
  Section 9.1 Successors and Assigns   11
  Section 9.2 Amendments   11
  Section 9.3 Notices   11
  Section 9.4 Benefit   12
  Section 9.5 Interpretation   12
  Section 9.6 Governing Law   12

i


GUARANTEE AGREEMENT

    This GUARANTEE AGREEMENT, dated as of            , 2001, is executed and delivered by Boise Cascade Corporation, a Delaware corporation (the "Guarantor") and BNY Western Trust Company, a national banking association organized and existing under the laws of the United States, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Boise Cascade Trust I, a Delaware statutory business trust (the "Issuer").

    WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the "Declaration of Trust"), dated as of            , 2001, among the Trustees named therein, the Guarantor, as Depositor, and the Holders from time to time of undivided beneficial interests in the assets of the Issuer, the Issuer is issuing            of its    % Preferred Securities (liquidation preference $50 per preferred security) (the "Preferred Securities") representing preferred undivided beneficial interests in the assets of the Issuer and having the terms set forth in the Declaration of Trust;

    WHEREAS, the Preferred Securities will be issued by the Issuer and the proceeds thereof, together with the proceeds from the issuance of the Issuer's Common Securities (as defined below), will be used to purchase the Debentures (as defined in the Declaration of Trust) of the Guarantor which will be deposited with BNY Western Trust Company, as Property Trustee under the Declaration of Trust, as trust assets;

    WHEREAS, as incentive for the Holders to purchase Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein; and

    NOW, THEREFORE, in consideration of the purchase by each Holder of Preferred Securities, which purchase the Guarantor hereby agrees shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time of the Preferred Securities.

ARTICLE 1

DEFINITIONS

    SECTION 1.1. DEFINITIONS. As used in this Guarantee Agreement, the terms set forth below shall, unless the context otherwise requires, have the following meanings. Capitalized or otherwise defined terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Declaration of Trust as in effect on the date hereof.

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct common control with such specified Person, provided, however, that an Affiliate of the Guarantor shall not be deemed to include the Issuer. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Common Securities" means the securities representing common beneficial interests in the assets of the Issuer.

    "Common Stock" shall mean the common stock, par value $2.50, per share, of the Guarantor.

    "Debt" means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers'

acceptances or similar facilities issued for the account of such Person; (iv) every purchase money obligation and every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business), all conditional sale obligations of the Guarantor and all obligations of the Guarantor under any title retention agreements; (v) every obligation of such Person under currency hedging arrangements, interest rate protection agreements and other similar arrangements; (vi) every capital lease obligation of such Person, and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible for or liable for, directly or indirectly, as obligor or otherwise, including, without limitation, obligations (contingent or otherwise) to purchase or otherwise acquire, or to assure a creditor against loss in respect of, any such indebtedness or obligation, and any such indebtedness or obligation secured by a lien on any asset of the Guarantor, whether or not such indebtedness or obligation is assumed by the Guarantor.

    "Event of Default" means a default by the Guarantor on any of its payment or other obligations under this Guarantee Agreement; provided, however, that, except with respect to a default in payment of any Guarantee Payments, no Event of Default shall be deemed to have occurred under this Guarantee Agreement unless and until the Guarantor shall have received written notice of default and shall not have cured such default within 60 days after receipt of such notice.

    "Guarantee Payments" means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer: (i) any accumulated and unpaid Distributions (as defined in the Declaration of Trust) required to be paid on the Preferred Securities, to the extent the Issuer shall have received funds with respect to the Debentures, and (ii) upon a voluntary or involuntary dissolution, winding-up or liquidation of the Issuer, unless Debentures are distributed to the Holders, the lesser of (a) the aggregate of the liquidation preference of $50 per Preferred Security plus accrued and unpaid Distributions on the Preferred Securities to the date of payment to the extent the Issuer shall have funds on hand available to make such payment and (b) the amount of assets of the Issuer remaining available for distribution to Holders in liquidation of the Issuer (in either case, the "Liquidation Distribution").

    "Guarantee Trustee" means BNY Western Trust Company, until a Successor Guarantee Trustee has been appointed and has accepted such appointment pursuant to the terms of this Guarantee Agreement and thereafter means each such Successor Guarantee Trustee.

    "Holder" means any holder, as registered on the books and records of the Issuer, of any Preferred Securities; provided, however, that in determining whether the holders of the requisite percentage of Preferred Securities have given any request, notice, consent or waiver hereunder, "Holder" shall not include the Guarantor, the Guarantee Trustee or any Affiliate of the Guarantor or the Guarantee Trustee.

    "Indenture" means the Third Supplemental Indenture, dated December   , 2001, between the Company and BNY Western Trust Company, as trustee, to the Indenture dated as of October 1, 1985 between the Guarantor and U.S. Bank Trust National Association, as the same may be supplemented and amended from time to time.

    "List of Holders" has the meaning specified in Section 2.2(a).

    "Majority in Liquidation Preference of the Securities" means, except as provided by the Trust Indenture Act, a vote by the Holder(s), voting separately as a class, of more than 50% of the liquidation preference of all the outstanding Preferred Securities issued by the Issuer.

    "Officers' Certificate" means, with respect to any Person, a certificate signed by (i) the Chairman, Chief Executive Officer, President or a Vice President, and by (ii) the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of such Person, and delivered to the Guarantee

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Trustee. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

    "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

    "Responsible Officer" means, with respect to the Guarantee Trustee, any Executive Vice President, Senior Vice President, any First Vice President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or Assistant Trust Officer or any other officer of the Corporate Trust Services Division of the Guarantee Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of that officer's knowledge of and familiarity with the particular subject.

    "Successor Guarantee Trustee" means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

    "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

ARTICLE 2

TRUST INDENTURE ACT

    SECTION 2.0. TRUST INDENTURE ACT; APPLICATION.

    SECTION 2.1. LIST OF HOLDERS.

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    SECTION 2.2. REPORTS BY THE GUARANTEE TRUSTEE. On or before            , of each calendar year, the Guarantee Trustee shall provide to the Holders such reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

    SECTION 2.3. PERIODIC REPORTS TO GUARANTEE TRUSTEE. The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission and the Holders such documents, reports and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act.

    SECTION 2.4. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

    SECTION 2.5. EVENTS OF DEFAULT; WAIVER. The Holders of a Majority in Liquidation Preference of the Securities may, by vote, on behalf of the Holders, waive any past Event of Default and its consequences. Upon such waiver, any such Event of Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent therefrom.

    SECTION 2.6. EVENT OF DEFAULT; NOTICE.

    SECTION 2.7. CONFLICTING INTERESTS. The Declaration of Trust and the Indenture shall be deemed to be specifically described in this Guarantee Agreement for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

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ARTICLE 3

POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

    SECTION 3.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

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    SECTION 3.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

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    SECTION 3.3. INDEMNITY. The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payment as a result of any amount due to it under this Guarantee Agreement.

ARTICLE 4

GUARANTEE TRUSTEE

    SECTION 4.1. GUARANTEE TRUSTEE; ELIGIBILITY.

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    SECTION 4.2.  APPOINTMENT, REMOVAL AND RESIGNATION OF THE GUARANTEE TRUSTEE.  

ARTICLE 5

GUARANTEE

    SECTION 5.1.  GUARANTEE.  The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by or on behalf of the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim which the Issuer may have or assert other than the defense of payment. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

    SECTION 5.2.  WAIVER OF NOTICE AND DEMAND.  The Guarantor hereby waives notice of acceptance of the Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, Issuer or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands.

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    SECTION 5.3.  OBLIGATIONS NOT AFFECTED.  The obligations, covenants, agreements and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

    There shall be no obligation of the Holders or the Guarantee Trustee to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

    SECTION 5.4.  RIGHTS OF HOLDERS.  The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Preference of the Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; (iv) [if the Guarantee Trustee fails to enforce this Guarantee,] any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this Guarantee Agreement, without first instituting a legal proceeding against the Guarantee Trustee, the Issuer or any other Person; and (v) if an Event of Default with respect to the Debentures constituting the failure to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable has occurred and is continuing, then any Holder shall have the right, which is absolute and unconditional, to proceed directly against the Guarantor to obtain Guarantee Payments without first waiting to determine if the Guarantee Trustee has enforced this Guarantee Agreement or instituting a legal proceeding against the Issuer, the Guarantee Trustee or any other Person.

    SECTION 5.5.  GUARANTEE OF PAYMENT.  This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Debentures to Holders as provided in the Declaration of Trust.

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    SECTION 5.6.  SUBROGATION.  The Guarantor shall be subrogated to all (if any) rights of the Holders against the Issuer in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement and shall have the right to waive payment by the Issuer pursuant to Section 5.1; provided, however, that the Guarantor shall not (except to the extent required by mandatory provisions of law) be entitled to enforce or exercise any rights which it may acquire by way of subrogation or any indemnity, reimbursement or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold such amount in trust for the Holders and to pay over such amount to the Holders.

    SECTION 5.7.  INDEPENDENT OBLIGATIONS.  The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Preferred Securities and that the Guarantor shall be liable as principal and debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE 6

COVENANTS

    SECTION 6.1.  CERTAIN COVENANTS OF THE GUARANTOR.  

ARTICLE 7

TERMINATION

    SECTION 7.1.  TERMINATION.  This Guarantee Agreement shall terminate and be of no further force and effect upon the earliest of (i) the distribution of Debentures to the Holders in exchange for all of the Preferred Securities, or (ii) full payment of the amounts payable in accordance with the Declaration of Trust upon liquidation of the Issuer. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder must restore payment of any sums paid with respect to Preferred Securities or this Guarantee Agreement.

ARTICLE 8

[INTENTIONALLY OMITTED]

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ARTICLE 9

MISCELLANEOUS

    SECTION 9.1.  SUCCESSORS AND ASSIGNS.  All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding. Except in connection with a consolidation, merger or sale involving the Guarantor that is permitted under Article 8 of the Indenture and pursuant to which the assignee agrees in writing to perform the Guarantor's obligations hereunder, the Guarantor shall not assign its obligations hereunder.

    SECTION 9.2.  AMENDMENTS.  Except with respect to any changes which do not adversely affect the rights of the Holders in any material respect (in which case no consent of the Holders will be required), this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than 662/3% in Liquidation Preference of the Securities. The provisions of Article 6 of the Declaration of Trust concerning meetings of the Holders shall apply to the giving of such approval. The Guarantor shall furnish the Guarantee Trustee with an Officers' Certificate and an Opinion of Counsel to the effect that any amendment of this Agreement is authorized and permitted.

    SECTION 9.3.  NOTICES.  Any notice, request or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied or mailed by first class mail as follows:

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    All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, such notice or other document shall be deemed to have been delivered on the date of such refusal or inability to deliver.

    SECTION 9.4.  BENEFIT.  This Guarantee Agreement is solely for the benefit of the Holders and is not separately transferable from the Preferred Securities.

    SECTION 9.5.  INTERPRETATION.  In this Guarantee Agreement, unless the context otherwise requires:

    SECTION 9.6.  GOVERNING LAW.  This Guarantee Agreement shall be governed by and construed and interpreted in accordance with the laws of the state of New York without regard to the conflicts of law principles thereof.

    This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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    THIS GUARANTEE AGREEMENT is executed as of the day and year first above written.

    BOISE CASCADE CORPORATION  

 
 
By:
  
Name:
Title:

 
 
BNY WESTERN TRUST COMPANY
as Guarantee Trustee
 

 
 
By:
  
Name:
Title:

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Exhibit 23.4

Consent of Bell, Boyd & Lloyd LLC

    We hereby consent to the reference to our opinion and the use of our name under the caption "U.S. Federal Income Tax Consequences" in the Prospectus Supplement to Prospectus dated May 16, 2000 forming a part of the Registration Statement on Form S-3 (Nos. 333-74981 and 333-74981-01) of Boise Cascade Corporation and Boise Cascade Trust I.

    In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations issued thereunder.

    /s/ BELL, BOYD & LLOYD LLC

November 29, 2001
Chicago, Illinois
 
 


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