AMENDMENT No. 3
This Amendment No. 3 to the Trust Agreement between Boise
Cascade Corporation and American National Bank and Trust Company
of Chicago dated November 2, 1987, as amended and restated as of
December 1, 1988, and as further amended December 15, 1988, and
June 30, 1989 (the "Trust Agreement"), is effective the 7th day
of December, 1995, and amends the Trust Agreement as follows:
In accordance with Section 1.01 of Article I, The Plans, of
the Trust Agreement, the following plans and agreements of Boise
Cascade Corporation, in the form attached hereto and as they may
be amended hereafter from time to time, are hereby made subject
to the Trust Agreement and are added to Exhibit A thereto:
1. Split-Dollar Life Insurance Plan
(Exhibit A(b)(2))
2. Supplemental Pension Plan (replacing the Boise Cascade
Corporation Supplemental Retirement Policy)
(Exhibit A(k))
3. 1995 Executive Officer Deferred Compensation Plan
(Exhibit A(l))
4. 1995 Key Executive Deferred Compensation Plan
(Exhibit A(m))
5. 1995 Board of Directors Deferred Compensation Plan
(Exhibit A(n))
6. Key Executive Performance Plan for Key Executives/Key
Managers (Exhibit A(o))
Sections 3.01 and 3.02 of Article III, Change in Control, of
the Trust Agreement, are revised to read as follows:
SECTION 3.01 Definition of Potential Change in
Control. For purposes of this Trust, a "Potential
Change in Control" shall be deemed to have occurred if
(i) the Company enters into an agreement, the
consummation of which would result in the occurrence of
a Change in Control of the Company; (ii) the Company or
any Person publicly announces an intention to take or
to consider taking actions which if consummated would
constitute a Change in Control of the Company;
(iii) any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company
representing 9.5% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the Company's then
outstanding securities; or (iv) the Board adopts a
resolution to the effect that a Potential Change in
Control of the Company has occurred.
SECTION 3.02 Definition of Change in Control.
For purposes of this Trust, a "Change in Control" shall
mean a Change in Control of a nature that would be
required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended ("Exchange
Act"), or any successor provisions, whether or not the
Company is then subject to such reporting requirement;
provided that, without limitation, such a Change in
Control shall be deemed to have occurred if:
(a) Any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the
Company (not including in the securities beneficially
owned by such Person any securities acquired directly
from the Company or its affiliates other than in
connection with the acquisition by the Company or its
affiliates of a business) representing 20% or more of
either the then outstanding shares of common stock of
the Company or the combined voting power of the
Company's then outstanding securities; or
(b) The following individuals cease for any
reason to constitute at least 66 2/3% of the number of
directors then serving: individuals who, on the date
hereof, constitute the Board and any new director
(other than a director whose initial assumption of
office is in connection with an actual or threatened
election contest, including but not limited to a
consent solicitation, relating to the election of
directors of the Company) whose appointment or election
by the Board or nomination for election by the
Company's stockholders was approved by a vote of at
least two-thirds (2/3) of the directors then still in
office who either were directors on the date hereof or
whose appointment, election, or nomination for election
was previously so approved (the "Continuing
Directors"); or
(c) The stockholders of the Company approve a
merger or consolidation of the Company with any other
corporation or approve the issuance of voting
securities of the Company in connection with a merger
or consolidation of the Company (or any direct or
indirect subsidiary of the Company) pursuant to
applicable stock exchange requirements, other than
(i) a merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior to such merger or consolidation
continuing to represent (either by remaining
outstanding or by being converted into voting
securities of the surviving entity or any parent
thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company, at least 66 2/3%
of the combined voting power of the voting securities
of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Company
(or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the
securities Beneficially Owned by such Person any
securities acquired directly from the Company or its
subsidiaries other than in connection with the
acquisition by the Company or its subsidiaries of a
business) representing 20% or more of either the then
outstanding shares of common stock of the Company or
the combined voting power of the Company's then
outstanding securities; or
(d) The stockholders of the Company approve a
plan of complete liquidation or dissolution of the
Company or an agreement for the sale or disposition by
the Company of all or substantially all of the
Company's assets, other than a sale or disposition by
the Company of all or substantially all of the
Company's assets to an entity, at least 66 2/3% of the
combined voting power of the voting securities of which
are owned by Persons in substantially the same
proportions as their ownership of the Company
immediately prior to such sale.
Notwithstanding the foregoing, any event or
transaction which would otherwise constitute a Change
in Control of the Company (a "Transaction") shall not
constitute a Change in Control of the Company if, in
connection with the Transaction, a Participant
participates as an equity investor in the acquiring
entity or any of its affiliates (the "Acquiror"). For
purposes of the preceding sentence, a Participant shall
not be deemed to have participated as an equity
investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the
Acquiror as a result of the grant to a Participant of
an incentive compensation award under one or more
incentive plans of the Acquiror (including but not
limited to the conversion in connection with the
Transaction of incentive compensation awards of the
Company into incentive compensation awards of the
Acquiror), on terms and conditions substantially
equivalent to those applicable to other executives of
the Company immediately prior to the Transaction, after
taking into account normal differences attributable to
job responsibilities, title and the like,
(ii) obtaining beneficial ownership of any equity
interest in the Acquiror on terms and conditions
substantially equivalent to those obtained in the
Transaction by all other stockholders of the Company,
or (iii) having obtained an incidental equity ownership
in the Acquiror prior to and not in anticipation of the
Transaction.
Sections 3.04 and 3.05 are hereby added to Article III,
Change in Control, of the Trust Agreement, as follows:
SECTION 3.04 Definition of Beneficial Owner.
For purposes of this Article III, "Beneficial Owner"
shall have the meaning set forth in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
SECTION 3.05 Definition of Person. For purposes
of this Article III, "Person" shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company
or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit
plan of the Company or any of its subsidiaries,
(iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
In witness whereof, the parties have executed this Amendment
No. 3 as of the date first written above.
BOISE CASCADE CORPORATION AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By__________________________ By__________________________
Xxxx X. Xxxxxxxx Title_______________________
Vice President and
General Counsel