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1.	To elect three members to serve as Class II directors to our board of directors;

2.	To hold an advisory vote on the compensation of our named executive officers (say-on-pay);

3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and

4.	To conduct other business as appropriate.

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*	Mr. McGowan was a member of the board of directors of Boise Cascade Holdings, L.L.C. (BC Holdings) since 2004 and became a member of our board of directors in connection with our February 2013 initial public offering.

▪	We target annual base pay at the 50th percentile of the comparable market compensation data. We believe this enables us to effectively attract and retain talented and experienced officers to manage and lead the Company.

▪	We provide at-risk pay opportunities linked to achievement of short- and long-term goals that benefit shareholders. These compensation elements are also structured so target payouts are set at the 50th percentile of the market. These short- and long-term incentives comprise a significant portion of each officer's total compensation opportunity since they are designed

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▪	Long-term performance is the most important measure of our success because we manage our operations and business affairs for the long-term benefit of our shareholders. For 2014, our named executive officers received long-term equity incentive compensation opportunities in a combination of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs).

▪	Our annual incentive compensation opportunities are tied to achievement of financial goals and individual contributions to the Company or individual lines of business.

▪	We provide limited perquisites, including only those benefits that are consistent with competitive practice as necessary to attract and retain key executives.

▪	We adopted an annual advisory vote regarding our executive compensation program consistent with the shareholder vote on that process.

▪	The board appointed three new members to the compensation committee as the Company completed its transition from private ownership.

▪	We adopted stock ownership guidelines for our officers.

▪	We evaluated the potential risks arising from our compensation policies and practices to ensure these policies and practices were not reasonably likely to have a material adverse effect on the Company.

▪	We reviewed and assessed the performance targets in our short- and long-term incentive plans to ensure they reflect current and anticipated business conditions and are sufficiently challenging.

•	With the assistance of Frederic W. Cook & Co., Inc., our compensation committee reviewed all components of our executive compensation and made adjustments to move closer to the median pay target.

▪	We do not provide single-trigger change-in-control agreements or gross-up provisions in our executive officers' severance agreements.

▪	We successfully completed our return to 100% public ownership with the March 2014 common stock distribution by Madison Dearborn Partners.

▪	We grew our sales to approximately $3.6 billion, up 9% from 2013.

▪	We achieved EBITDA(1) growth of 44%, reporting $196.6 million for 2014. We also reported net income of $80 million.

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▪	We successfully transitioned the leadership role in each of our businesses.

▪	We ended 2014 with liquidity to support continued organic and acquisition growth in 2015.

(1)

EBITDA is defined as income before interest (interest expense and interest income), income tax provision (benefit), and depreciation and amortization and is not required by or presented in accordance with generally accepted accounting principles (GAAP) in the United States. Management uses EBITDA to evaluate ongoing operations and believes it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. To reconcile this non-GAAP measure with the most directly comparable GAAP measure (net income), please refer to pages 25 and 26 of our 2014 annual report on Form 10-K, Item 6. Selected Financial Data.

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▪	FOR the election of the three director nominees;

▪	FOR the nonbinding advisory approval vote of our executive compensation program; and

▪	FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2015.

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▪	B.S. in economics, University of the Pacific, Stockton, CA

▪	MBA with finance specialization, Tuck School of Business at Dartmouth College

▪	Columbus McKinnon Corporation

▪	Provides strong financial skills to our board of directors and has relevant industry experience.

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•	B.S. in forestry and natural resources, University of Michigan

•	M.S. in forest resources, University of Washington

•	Graduate of Stanford University Graduate School of Business Executive Program (SEP)

•	Has relevant industry experience and provides strong corporate governance and compliance skills to our board of directors.

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▪	B.A., Columbia University

▪	M.B.A., Harvard Graduate School of Business

▪	Cedar Capital, LLC (d/b/a Good Harbor Financial, LLC, a registered investment advisor that operates registered investment companies)

▪	Smurfit Kappa Group Ltd. (formerly known as Jefferson Smurfit Group)

▪	Provides strong financial skills to our board of directors.

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▪	B.S. in accounting, Boise State University

▪	Stanford Executive Program

▪	IDACORP, Inc.

▪	Position as former chief executive officer with 42 years experience with the Company and its predecessors allows him to advise the board of directors on operational and industry matters affecting the Company.

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▪	B.A. in business administration, Idaho State University

▪	TrueBlue, Inc.

▪	Experience as a chief executive officer provides valuable insight on operational and industry issues. Also provides strong accounting and financial expertise and experience in workforce management to our board.

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▪	B.S. in accounting, University of Idaho

▪	J.D., University of Idaho

▪	Has relevant industry and company experience and provides strong corporate governance and compliance to our board of directors.

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▪	B.S. in finance and accounting, University of Southern California

▪	Reliance Steel & Aluminum Co.

▪	Experience as a chief executive officer of a major products distribution company provides valuable insight on operational and industry issues. Also provides strong accounting and financial expertise to our board.

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•	B.S. in mechanical engineering, Purdue University

•	M.S. in aerospace engineering, University of Cincinnati

•	M.B.A. in finance and production, University of Chicago Graduate School of Business

•	Buckeye Technologies Inc.

▪	Has relevant industry and company experience and provides strong corporate governance and compliance skills to our board of directors.

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▪	B.S. in accounting, Oregon State University

▪	University of Virginia Darden Executive Program

▪	The Greenbrier Companies, Inc.

▪	StanCorp Financial Group, Inc.

▪	Cascade Corporation

▪	West Coast Bancorp

▪	Experience as a chief executive officer of a major forest products company provides our board of directors with valuable insight on operational and industry issues. Also provides strong accounting and financial expertise to our board.

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▪	None of our businesses presents a high risk profile in that a very large percentage of our revenues and income is derived from commodity products;

▪	Our incentive pay structure rewards performance in both the short and long term (i.e., short-term incentives are not paid out at the expense of long-term shareholder value);

▪	Our incentive pay program has both minimum and maximum caps designed to take into account short- and long-term affordability measures;

▪	The compensation committee reserves the right to reduce or eliminate any awards, in its discretion, with respect to our short-term incentive pay program;

▪	We have adopted a clawback for our equity-based Long Term Incentive Plan (LTIP); and

▪	With the implementation of our clawback, our executive compensation program does not encourage our management to take unreasonable risks relating to the business.

•	identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•	recommending to our board a slate of director nominees for election or reelection at the annual meeting of shareholders; and

•	recommending to our board of directors persons to fill board and committee vacancies.

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•	experience as a senior officer in a public or substantial private company or other comparable experience;

•	breadth of knowledge about issues affecting the Company and/or its industry;

•	expertise in finance, logistics, manufacturing, law, human resources or marketing or other areas that our board determines are important areas of needed expertise; and

•

personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our board of directors and its committees and willingness to assume broad/fiduciary responsibilities on behalf of all stockholders. The corporate governance and nominating committee is committed to nondiscrimination in its selection practices and makes decisions primarily on the basis of skills, qualifications and experience.

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(1)	All members of the audit committee are independent as defined under the applicable NYSE listing standards and in accordance with Rule 10A-3 under the Exchange Act, as determined by our board of directors.

(2)	The audit committee met four times in person and four times telephonically during 2014.

(3)	Our board of directors has determined that Mr. McGowan, Mr. Cooper and Mr. Fleming are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K under the Securities Act.

(4)	Mr. Cooper became a member of the audit committee in February 2015 and, therefore, attended none of the 2014 audit committee meetings. Mr. John W. Madigan served on the audit committee until his June 2014 resignation. Mr. Matt W. Norton served on the audit committee the remainder of 2014.

▪	Reviewing and discussing with management and the independent auditors:

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◦	the Company’s annual audited financial statements and quarterly unaudited financial statements;

◦	major issues regarding accounting principles, financial statement presentations and the adequacy and effectiveness of the Company’s internal controls;

◦	significant financial reporting issues and judgments including the effects of alternative GAAP methods on the financial statements; and

◦	the effect of regulatory and accounting initiatives on the Company’s financial statements;

▪	Discussing with management our overall risk assessment and risk management policies;

▪	Reviewing disclosures made by our chief executive officer and chief financial officer regarding any significant deficiencies or material weakness in the design or operation of the Company’s internal control over financial reporting and any fraud involving management or employees who have a significant role over financial reporting;

▪	Establishing procedures for the receipt, retention and treatment of complaints or confidential submissions regarding accounting, internal accounting controls or auditing matters;

▪	Overseeing such portions of the Code of Ethics as our board of directors may designate from time to time;

▪	Discussing with management and/or our general counsel any legal matters that may have a material impact on our financial statements;

▪	Selecting, overseeing and determining the compensation of the Company’s independent auditors;

▪	Approving audit fees paid to independent auditors, preapproving all audit services (and non-audit services to be performed for the Company by the independent auditors) and considering whether the provision of non-audit services is compatible with maintaining the auditor’s independence;

▪	Annually evaluating the qualifications, performance and independence of the independent auditors;

▪	Annually preparing a report to be included in our proxy statement and submitting such report to our board of directors for approval;

▪	Reviewing the scope and staffing of the independent auditors annual audit, discussing all matters required by PCAOB auditing Standard No. 16, and discussing any audit problems or difficulties and management’s response;

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▪	Reviewing internal audit department activities and approving the internal audit department projects and annual budget; and

▪	Reviewing with the senior internal auditing executive the significant reports to management prepared by the internal auditing department and management's responses.

(1)	All members of the compensation committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors.

(2)

The compensation committee of our board of directors met in person three times during 2014. Ms. Gowland became a member of the committee in March 2014 and chair in July 2014. Mr. Matula became a member in July 2014. Mr. Hannah became a member in November 2014. The attendance percentage reported above is based on meetings held following their appointments. Mr. Thomas S. Souleles served on the compensation committee until his resignation on November 5, 2014. (There were no meetings held in 2014 following Mr. Hannah’s November 2014 appointment.)

▪	Assisting our board of directors in discharging its responsibilities relating to compensation of our board members, chief executive officer and other executive officers;

▪	Reviewing and approving employment agreements and other similar arrangements between the Company and our chief executive officer and other executive officers;

▪	Reviewing and evaluating the Company's overall compensation philosophy and oversee the Company's equity, incentive and other compensation and benefits plans; and

▪	Preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K.

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(1)

All members of the corporate governance and nominating committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors. Mr. Duane McDougall served on this committee in 2014 while we were a controlled company and resigned from the committee in April 2014 in advance of the one-year anniversary when we ceased being a controlled company. From April 2014 until his resignation on November 5, 2014, Mr. Thomas S. Souleles served on the committee.

(2)

The corporate governance and nominating committee of our board of directors met in person four times during 2014. Mr. Hogans became a member of the committee in July 2014 and chair in November 2014. Ms. Gowland became a member in March 2014. Mr. Hannah became a member in November 2014. The attendance percentage reported is based on meetings held following their appointments. (There were no meetings held in 2014 following Mr. Hannah’s November 2014 appointment.)

▪	Identifying and assessing persons qualified to become board members, consistent with the qualification standards and criteria approved by the board;

▪	Recommending to the board a slate of director nominees for election or reelection at the annual meeting of stockholders;

▪	Recommending to the board the structure and membership of board committees;

▪	Recommending to the board persons to fill board and committee vacancies;

▪	Overseeing annual evaluations of the board and committees of the board;

▪	Reviewing periodically the Guidelines applicable; and

▪	Making other recommendations to the board relative to corporate governance issues.

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(1)	Messrs. Hogans, Matula and Hannah became members of our board of directors on July 30, July 30 and November 5, 2014, respectively. Their cash payments and stock awards were pro-rated for 2014.

(2)

On February 27, 2014, all of our nonemployee directors were awarded 2,639 time-vested restricted stock units with a grant date fair value of $80,014. Each of Messrs. Mencoff, Souleles and Norton is an executive officer or an employee of Madison Dearborn and was appointed to our board of directors as nominees of BC Holdings pursuant to the Director Nomination Agreement. They each held their awards for the benefit of certain affiliates of Madison Dearborn. Only Messrs. Mencoff and Souleles (along with MDCP IV, MDP IV, Madison Dearborn and Mr. Paul J. Finnegan, a member of the limited partner committee of MDP IV) may be deemed to have an indirect pecuniary interest in such awards. Mr. Norton has no pecuniary interest in such awards. For further information on these 2014 director equity awards, please refer to the 2014 Director Restricted Stock Unit Awards section in this proxy statement. Messrs. Madigan, Mencoff and Souleles forfeited their awards when they resigned from the board on June 2, 2014, July 30, 2014 and

(3)	Change in Pension Value - We do not provide our directors with pension benefits. Nonqualified Deferred Compensation Earnings - Our director-deferred compensation plan was open for contributions in 2014, but none of our directors participated. The amount reported for Mr. Madigan reflects the above-market portion of interest he earned on compensation he deferred prior to 2009.

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(4)	Messrs. Madigan, Mencoff and Souleles resigned from our board on June 2, July 30 and November 5, 2014, respectively. Mr. Norton resigned from our board effective February 27, 2015. They were all initial nominees of BC Holdings and designated under the director nomination agreement.

(1)	The actual cash retainer was pro-rated for Messrs. Hannah, Hogans and Matula.

(2)	On February 27, 2014, each nonemployee director received 2,639 time-vested restricted stock units with a grant date fair value of $80,014 per award. See note (2) to the Director Compensation Table for additional information regarding such grants. The equity award was pro-rated for Messrs. Hannah, Hogans and Matula.

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(1)	On February 25, 2015, each director received 2,212 time-vested restricted stock units with a grant date fair value of $80,008 per award.

(2)	Mr. Carlile was elected chairman effective following his March 6, 2015 retirement and received, effective on his becoming chairman, 2,903 time-vested restricted stock units with a grant date fair value of $105,000.

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(1)	Under SEC rules, a person is considered to beneficially own any shares over which they exercise sole or shared voting and/or investment power (Column A) plus any shares they have the right to acquire within 60 days of March 2, 2015 (Column B).

(2)	Percent of class (Column C) is calculated by dividing the number of shares beneficially owned (Column A plus Column B) by the Company's total number of outstanding shares on March 2, 2015 (39,527,112 shares) plus the number of shares such person has the right to acquire within 60 days of March 2, 2015 (Column B).

(3)	Pursuant to Schedule 13G, Amendment No. 1, dated January 9, 2015, and filed with the SEC on January 9, 2015, by BlackRock, Inc. (BlackRock). BlackRock's principal business is at 55 East 52nd Street, New York, NY 10022.

(4)	Pursuant to Schedule 13G dated February 9, 2015, and filed with the SEC on February 11, 2015, by The Vanguard Group (Vanguard). Vanguard's principal business is at 100 Vanguard Blvd., Malvern, PA 19355.

(5)	Pursuant to Schedule 13G dated February 11, 2014, and filed with the SEC on February 11, 2014, by Westwood Management Corporation (Westwood). Westwood's principal business is at 200 Crescent Court, Suite 1200, Dallas, TX 75201.

(6)	Pursuant to Schedule 13G, Amendment No. 3, dated February 13, 2015 and filed jointly with the SEC on February 13, 2015 by FMR LLC, Mr. Edward C. Johnson 3d and Abigail P. Johnson (the Fidelity 13G). According to the Fidelity 13G,

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(7)	Reported amount includes 2,023 and 2,639 restricted stock units which vested on February 26, 2014, and February 27, 2015, respectively; provided, that vested shares will be delivered to the subject director 6 months and 1 day after his/her termination as a director (or other employee) of the Company.

(8)	Reported amount includes 2,639, 832, 1,540, and 1,540 restricted stock units which vested on February 27, 2015, for Ms. Gowland and Messrs. Hannah, Hogans, and Matula, respectively; provided, that vested shares will be delivered to the subject director 6 months and 1 day after his/her termination as a director (or other employee) of the Company.

(9)	Represents shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after March 2, 2015.

(10)	Mr. Carlile retired March 6, 2015 and was elected board chairman.

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(1)	KPMG's Audit Fees consisted of fees for the audit of our 2013 and 2014 year-end financial statements included in the Company's Form 10-K, the 2014 audit of our internal control over financial reporting, reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and other filings with the SEC.

(2)	KPMG's Audit-Related Fees consisted of fees in connection with the issuance of financial assurance letters.

(3)	KPMG's tax fees in 2014 consisted of support services in connection with the Company's eligibility for federal and state research and development credits.

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(1)	Boise Cascade became a publicly traded company upon its February 6, 2013 initial public offering and, therefore, falls within the three-year exemption from Section 162(m) of the Internal Revenue Code. The Company intends to have a shareholder vote on its equity plan at the 2017 annual meeting.

(2)	As of December 31, 2014, the number of securities to be issued upon exercise of outstanding options, warrants, and rights consists of 141,232 nonqualified stock options, 137,378 unvested performance stock units (at target), and 115,138 unvested restricted stock units awarded under the 2013 Incentive Plan. Please see footnote (4) regarding the actual shares awarded.

(3)	Applicable only to nonqualified stock options as the unvested PSUs and RSUs do not have an exercise price.

(4)	The reported amount assumes the 2014 PSUs will be issued at the target amount of grant. The actual 2014 PSUs awarded at the February 25, 2015, meeting was 1.29 times target.

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BCPP	The Boise Cascade Pension Plan

Compensation Committee	Prior to February 2013, refers to the BC Holdings Compensation Committee; after February 2013 refers to the Company’s Compensation Committee

BMD	The Company’s Building Materials Distribution business

CD&A	Compensation Discussion and Analysis

Company	Boise Cascade Company

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Forest Products Acquisition	The 2004 purchase by affiliates of Madison Dearborn of the forest products and paper assets from OfficeMax

FPH	Forest Products Holding, L.L.C.

Frederic Cook	Frederic W. Cook & Co., Inc., the Compensation Committee’s consultant

EBITDA	Earnings Before Interest (income and expenses), Taxes, Depreciation and Amortization

LTIP	Long-Term Incentive Plans

MEP	The 2004 Management Equity Plan

Named Executive Officers	The five officers identified in the first paragraph of the CD&A

Officers	Executive officers of the Company

RSUs	Restricted Stock Units granted under the 2013 Incentive Plan

STIP	The Short-Term Incentive Plan

Cash-Based LTIP	The cash-based, Long-Term Incentive Plan in effect through 2012

PRONWC	Pre-tax Return On Net Working Capital

PSUs	Performance Stock Units granted under the 2013 Incentive Plan

SERP	The frozen, non-qualified Supplemental Early Retirement Plan

SUPP	The frozen, non-qualified Supplemental Pension Plan

Wood Products	The Company’s Wood Products manufacturing business

2013 Incentive Plan	Boise Cascade Company 2013 Incentive Compensation Plan, adopted in connection with the Company’s initial public offering.

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▪	Base salary;

▪	STIP;

▪	Ad hoc discretionary bonus awards;

▪	LTIPs (the Cash-Based LTIP and the 2013 Incentive Plan); and

▪	Other compensation and benefit plans.

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(1)	EBITDA may be adjusted in each case for special items. No adjustments to EBITDA were made in 2014.

(2)

Pre-tax Return On Net Working Capital (PRONWC) is calculated by dividing Building Material Distribution’s (BMD’s) net operating income by the average net working capital reported as of each month-end during a 13-month period running from December 2013 through December 2014, adjusted in each case for special items. The Compensation Committee believes that EBITDA adjusted for special items is an appropriate measure because it represents a financial measure that closely approximates the value delivered by management to the Company's shareholders and is a key measure of performance frequently used by the Company's debt holders. The Compensation Committee includes PRONWC as a

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(1)	Messrs. Corrick and Stokes were Named Executive Officers in 2014. They were not Named Executive Officers in 2013 and 2012. Mr. Corrick was our chief operating officer since November 2014, but became our chief executive officer effective March 6, 2015, in connection with Mr. Carlile's retirement from the same position.

(2)	Includes amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy.

(3)

Includes the total value of the RSU and PSU awards granted in 2014, and for 2013 includes the total value of the nonqualified stock option and PSU awards granted in 2013 (although for both years the grants generally vest ratably over three years). The grant date value for the 2014 RSU awards is $30.32, and for each option share granted in 2013 is $14.87, using the Black Scholes Option Valuation Model. The PSUs are valued at their grant date fair value times the actual number of PSUs earned based on the Company's EBITDA performance for each year. The 2013 PSUs are valued at $26.65 grant date fair value at 1.12 times target. The 2014 PSUs are valued at $30.32 grant date fair value. With 2014 EBITDA of $196.6 million, the 2014 PSUs were awarded by the Compensation Committee on February 25, 2015 at 1.29 times target.

(4)

Represents total of (i) payment of awards under our STIP for each year reported on and (ii) payments of awards under our 2012, 2011, and 2010 Cash-Based LTIP. The specific financial goals and performance objectives at corporate and business unit levels of the STIP and the Cash-Based LTIP are described under "STIP" and "Cash-Based LTIP" in the "CD&A." The amounts reported in this column include amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy statement for a description of this plan.

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(5)	Amounts disclosed in this column include the following:

(a)	Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. The changes reported in this column reflect the changes in actuarial assumptions that increase or decrease the present value of their benefits under all pension plans established by the Company using interest

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(b)	The amounts reported in this column reflect the above-market portion of the interest earned on deferred compensation for our Named Executive Officers.

(6)	Amounts disclosed in this column include the following:

(a)	See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in "CD&A" in this proxy statement for a description of this plan. Amounts included in the contributions reported in this column that exceeded IRS annual limitations on Company contributions to qualified defined contribution retirement plans were paid to the Named Executive Officer as taxable cash compensation.

(b)	See "Salaried Employee Life Insurance Plan and Officer’s Supplemental Life Plan" under "Agreements with Named Executive Officers" in this proxy statement for a description of the Company-paid life insurance plans under which these costs were incurred.

(c)	See "Retention Agreement with Mr. Carlile" under "agreements with Named Executive Officers" in this proxy statement for a description of this Retention Agreement payout.

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(1)

Reflects the potential threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2014 under our STIP as described above in "STIP" in this proxy statement. The Named Executive Officers' actual incentive awards earned in 2014 are disclosed in footnote 4 to the "Non-equity Incentive Plan Compensation" column of the "Summary Compensation Table." All awards earned under this plan were paid in March 2015 calculated on the annual rate of pay in effect at the end of the 2014 calendar year.

(2)

Reflects the potential total threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2014 PSUs under the 2013 Incentive Plan. One-third of the total PSUs time-vested on February 25, 2015, one-third will vest on December 31, 2015, and one-third will vest on December 31, 2016. For further information on the terms of these incentive awards (which were awarded in 2014), refer to "2013 Incentive Plan" in this proxy statement. The Named Executive Officers' actual PSU awards earned in 2014 under the 2013 Incentive Plan are disclosed in footnote 3 to the "Stock Awards" column of the "Summary Compensation Table."

(3)	The values listed in this column represent the accounting grant date fair value of the target RSUs and the target PSUs (at $30.32) at the time of award.

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(1)	On February 26, 2013, our board of directors awarded our Named Executive Officers the 2013 PSUs listed above which are presented at the actual earned amount of 1.12 times target and include the unvested portion of this award. The first third vested December 31, 2013, a second third vested on December 31, 2014, and the remaining third will vest on December 31, 2015.

(2)

On February 26, 2013, our board of directors awarded our Named Executive Officers the above listed stock options at an exercise price of $27.19 under the 2013 Incentive Plan. One third of these options vested on February 26, 2014; one-third vested on February 26, 2015, and one-third will vest on February 26, 2016. Since only the first tranche had vested by December 31, 2014, two-thirds of the grants are listed.

(3)	On February 27, 2014, our board of directors awarded our Named Executive Officers the 2014 RSUs listed above. For purposes of this table, 100% of the award was deemed vested for Mr. Carlile as of December 31, 2014, based on

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(4)

On February 27, 2014, our board of directors awarded our Named Executive Officers the 2014 PSUs listed above which are presented at the actual accrued amount of 1.29 times target and include the unvested portions of this award. For purposes of this table, 100% of this award was deemed unvested as of December 31, 2014. The first one-third was deemed vested on February 25, 2015. An additional one third is scheduled to vest on December 31, 2015, and the final one-third is scheduled to vest on December 31, 2016.

(5)	The closing price for Boise Cascade Company stock on December 31, 2014, was $37.15 per share.

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(1)	Number of years credited service for Messrs. Carlile, Rancourt, Stokes, Corrick and Sahlberg include amounts attributable to employment with OfficeMax prior to the Forest Products Acquisition.

(2)	These values were calculated on the same basis and using the same assumptions used in the Company's financial statements, except that the assumed retirement age for Messrs. Rancourt and Stokes were the later of their current age or the earliest age at which they could qualify for retirement under the SERP.

(1)	The above-market portion of these amounts is included in the 2014 "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table."

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▪	Voluntary termination with good reason;

•	A change in control without adoption of a replacement plan;

▪	Involuntary termination without cause;

▪	For-cause termination or voluntary termination without good reason;

▪	Termination as a result of sale of a division;

▪	Death or Disability.

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