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1.	To elect two members to serve as Class I directors to our board of directors;

2.	To hold an advisory vote on the frequency of the vote regarding the compensation of our named executive officers;

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

4.	To ratify the appointment of KPMG, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; and

5.	To conduct other business as appropriate.

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▪	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 the talented and experienced officers to manage and lead the Company.

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▪

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 to motivate and reward our officers for growing the Company and maximizing shareholder value.

▪	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 2013, our named executive officers received long-term equity incentive compensation opportunities in a combination of performance stock units and stock options.

▪	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 developed a new long-term incentive plan that uses equity awards to incent and reward our executives for growing the Company and increasing shareholder value.

▪	We developed our executive compensation recovery (clawback) policy as a part of the Boise Cascade Company 2013 Incentive Compensation Plan (the 2013 Incentive Plan).

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

▪	We froze our defined benefit pension plan in 2009. The Supplemental Pension Plan (SUPP) and/or Supplemental Early Retirement Plan (SERP) were also frozen at the same time for officers who had benefits under those plans.

▪	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.

▪	The compensation committee developed and approved a charter to ensure appropriate oversight of our compensation practices.

▪	We successfully completed the initial public offering of our common stock and began trading on the New York Stock Exchange on February 6, 2013.

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▪	We grew our sales to $3.27 billion, up 18% from 2012.

▪	We achieved EBITDA(1) growth of 41%, reporting $136.4 million for 2013. We also reported operating income of $98.8 million.

▪	We purchased two plywood operations in North and South Carolina for $103.0 million in cash in third quarter, adding 470 million square feet to our capacity.

▪	We ended 2013 with liquidity to support continued organic and acquisition growth in 2014.

(1)

EBITDA is defined as income (loss) 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 26 and 27 of our 2013 annual report on Form 10-K, Item 6. Selected Financial Data.

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▪	FOR the election of the two director nominees;

▪	FOR an annual nonbinding advisory vote regarding our executive compensation program;

▪	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 2014.

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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

▪	InFocus 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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▪	B.S. in accounting, Boise State University, ID

▪	Stanford Executive Program

▪	IDACORP, Inc.

▪	Idaho Power Company

▪	Position as our chief executive officer allows him to advise the board of directors on management's perspective over a full range of issues affecting the Company.

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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 accounting, University of Idaho

▪	J.D., University of Idaho

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

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▪	B.S. and Master’s in business administration, University of Michigan

▪	Gilead Sciences, Inc.

▪	Experience in directing the operations of a major corporation provides our board of directors with perspective on operating issues.

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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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▪	A.B., Brown University

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

▪	Packaging Corporation of America

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

▪	Nuveen Investments, Inc.

▪	Provides strong financial skills to our board of directors and valuable experience gained from previous board service.

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▪	B.S. and M.B.A., The Wharton School of the University of Pennsylvania

▪	Boise Inc.

▪	Provides strong financial skills to our board of directors.

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▪	A.B., Princeton University

▪	J.D., Harvard Law School

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

▪	Packaging Corporation of America

▪	Boise Inc.

▪	Magellan GP, LLC

▪	Magellan Midstream Holdings GP, LLC

▪	Great Lakes Dredge & Dock Corporation

▪	Provides strong financial skills to our board of directors

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▪	We successfully completed the initial public offering of our common stock and began trading on the New York Stock Exchange on February 6, 2013.

▪	We grew our sales to $3.27 billion, up 18% from 2012.

▪	We achieved EBITDA(1) growth of 41%, reporting $136.4 million for 2013. We reported operating income of $98.8 million.

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▪	We purchased two plywood operations in North and South Carolina for $103.0 million in cash in third quarter 2013, adding 470 million square feet to our capacity.

▪	We ended 2013 with liquidity to support continued organic and acquisition growth in 2014.

▪	The 2013 annual equity awards granted to each of our named executive officers reflect our emphasis on long-term compensation and our philosophy of aligning the interests of our executive officers with the interests of our shareholders.

(1)

EBITDA is defined as income (loss) 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 26 and 27 of our 2013 annual report on Form 10-K, Item 6. Selected Financial Data.

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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;

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▪	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. Through this process, members of the corporate governance and nominating committee consult with our board chair and accept nominee recommendations from other directors and/or shareholders in accordance with the terms of our Certificate of Incorporation and our Bylaws. The invitation to join our board of directors is extended by our board of directors through our board chair.

•	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 solely 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 three times telephonically during 2013.

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

▪	Reviewing and discussing with management and the independent auditors:

◦	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;

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▪	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;

▪	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, except Mr. McDougall, are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors. Mr. McDougall may continue on the compensation committee until July 30, 2014, the one-year anniversary of when we ceased being a controlled company.

(2)	The compensation committee met three times in person and once telephonically in 2013.

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▪	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.

(1)

All members of the corporate governance and nominating committee, except Mr. McDougall, are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors. Mr. McDougall may continue on the corporate governance and nominating committee until July 30, 2014, the one-year anniversary of when we ceased being a controlled company. Thomas E. Carlile, our CEO, served on this committee in 2013 while we were a controlled company and resigned from the committee in October 2013, within 90 days of when we ceased being a controlled company.

(2)	The corporate governance and nominating committee of our board of directors met twice during 2013, once in person and once telephonically.

▪	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;

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▪	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.

(1)	Mr. Fleming became a member of our board of directors effective February 8, 2013, and his cash payment was prorated for 2013. All payments for directors are pro-rated for the first quarter of 2013 from Boise Cascade’s February 6 initial public offering.

(2)

On February 26, 2013, all of our nonemployee directors were awarded 2,023 time-vested restricted stock units with a grant date fair value of $53,913. 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 hold 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

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(3)	Change in Pension Value - We do not provide our directors with pension benefits. Nonqualified Deferred Compensation Earnings - Our director-deferred compensation plan was not open for contributions in 2013. The amount reported for Mr. Madigan reflects the above-market portion of interest he earned on compensation he deferred prior to 2009.

(1)	The actual cash retainer was prorated for our directors.

(2)	On February 26, 2013, each nonemployee director received 2,023 time-vested restricted stock units with a grant date fair value of $53,913 per award. See note (2) to the Director Compensation Table for additional information regarding such grants.

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(1)	On February 27, 2014, each director received 2,639 time-vested restricted stock units with a grant date fair value of approximately $80,000 per award.

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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 14, 2014 (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 14, 2014 (39,384,606 shares) plus the number of shares such person has the right to acquire within 60 days of March 14, 2014 (Column B).

(3)

Pursuant to Schedule 13G, Amendment No. 1, dated February 13, 2014 and filed jointly with the SEC on February 14, 2014 by FMR LLC and Mr. Edward C. Johnson 3d (the "Fidelity 13G"), their principal business office is located at 245 Summer Street, Boston, MA 02210. Additionally, according to the Fidelity 13G, Fidelity Management & Research Company ("Fidelity"), a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 5,479,501 shares of the reported shares as a result of acting as investment adviser to various investment companies (the "Fidelity Funds"). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the Fidelity Funds each has sole power to dispose of the shares owned by the Fidelity Funds. Fidelity SelectCo, LLC ("SelectCo"), a wholly-owned subsidiary of FMR LLC, is the beneficial owner of 413,226 of the reported shares as a result of acting as investment adviser to various investment companies (the "SelectCo Funds"). Edward C. Johnson 3d and FMR LLC, through its control of SelectCo, and the SelectCo Funds each has sole power to dispose of the shares owned by the SelectCo Funds. Finally, Pyramis Global Advisors Trust Company ("PGATC"), an indirect wholly-owned subsidiary of FMR LLC, is the beneficial owner of 130 of the reported shares as a result of its serving as investment manager of institutional accounts owning such shares. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.

(4)	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.

(5)	Reported amount includes 2,023 restricted stock units which vested on February 26, 2014 and which were issued to each of Messrs. Souleles, Mencoff and Norton, as directors of the Company; provided, that vested shares will be delivered to the subject director 60 days after his termination as a director (or other employee) of the Company.

(6)

Each of Messrs. Mencoff, Souleles and Norton is an executive officer or an employee of Madison Dearborn Partners, LLC ("MDP"). Each of the foregoing persons was appointed to our board of directors as nominees of Boise Cascade Holdings, LLC ("BCH"), pursuant to a director nomination agreement between BCH and the Company. Madison Dearborn Capital Partners IV, LP ("MDCP IV") is the indirect controlling stockholder of BCH, Madison Dearborn Partners IV, LP ("MDP IV") is the general partner of MDCP IV, MDP is the general partner of MDP IV and Mr. Paul J. Finnegan is a member of the limited partner committee of MDP IV. Each of MDCP IV, MDP IV, MDP, Mr. Finnegan, Mr. Mencoff and Mr. Souleles may be deemed to have an indirect pecuniary interest in the awards, which are held by the record holders for the benefit of MDP IV, MDCP IV and MDP. Mr. Norton does not have a pecuniary interest in any of the awards. Each of the foregoing persons expressly disclaims beneficial ownership of the reported securities, except to the extent of such person's respective pecuniary interest therein.

(7)

Reported amount includes shares of common stock distributed to the subject officer or director as a member of FPH on March 3, 2014 in a series of in-kind pro rata distributions. In these distributions: (i) BC Holdings distributed all of its shares of Company common stock to its members; (ii) FPH, as BC Holdings’ controlling equity holder, distributed the shares it received from BC Holdings to its members; (iii) MDCP IV, as the controlling member of FPH, distributed the shares it received from FPH to its partners; and (iv) Madison Dearborn Partners IV, L.P. ("MDP IV"), as MDCP IV’s general partner, distributed the shares it received from MDCP IV to its partners (collectively, the "Pro Rata Distributions"). The following officers or directors received the following number of shares of Company common stock in the Pro Rata Distributions: (1) 14,290 shares (Mr. Madigan); (2) 19,962 shares (Mr. McDougall); (3) 22,213 shares (Mr. McGowan); (4) 93,016 shares (Mr. Mencoff); (5) 58,245 shares (Mr. Souleles); (6) 18,311 shares (Mr. Carlile); (7) 2,873 shares (Mr. Rancourt); (8) 15,091 shares (Mr. Bell); (9) 7,225 shares (Mr. Lovlien); and (10) 1,635 shares (Mr. Sahlberg).

(8)

Includes 743 shares held of record by each of Quaker Investors, LLC ("Quaker Investors") and Bruin Investors, LLC ("Bruin Investors"), which shares they received in the Pro Rata Distributions. Reported amount also includes 38,760 shares held of record Temple Hall Partners, L.P. ("Temple Hall") as a result of the Pro Rata Distributions and related transfers. Mr. Mencoff is sole manager of each of Quaker Investors and Bruin Investors. He is also the trustee of the general partner of Temple Hall. Mr. Mencoff expressly disclaims beneficial ownership of the shares held of record by Quaker Investors, Bruin Investors and Temple Hall except to the extent of his pecuniary interest therein.

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(9)

Includes 5,468 shares distributed to MDP in the Pro Rata Distributions as MDP IV's general partner. Mr. Souleles is MDP's managing director and Messrs. Finnegan and Mencoff are the sole members of the limited partner committee of MDP IV that has the power to dispose of any shares held by MDCP IV. Each of Messrs. Souleles, Finnegan and Mencoff disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(10)	The address for Messrs. Mencoff, Norton and Souleles is c/o Madison Dearborn Partners, L.L.C., 70 W. Madison Street, Suite 4600, Chicago, IL 60602.

(11)

Amount includes the following number of PSUs that were deemed vested for each of the following officers as of December 31, 2013 (after giving effect to the awards made with respect to the underlying grants under the 2013 Incentive Plan on February 27, 2014): (i) 8,345 PSUs for Mr. Carlile; (ii) 1,344 PSUs for Mr. Rancourt; (iii) 2,957 PSUs for Mr. Bell; (iv) 985 PSUs for Mr. Lovlien; and (v) 895 PSUs for Mr. Sahlberg. These amounts give effect to the withholding, by the Company, of the following number of shares of Company stock with respect to such awards on March 11, 2014 to satisfy related tax obligations: (1) 8,131 shares (for Mr. Carlile); (2) 716 shares (for Mr. Rancourt); (3) 1,575 shares (for Mr. Bell); (4) 526 shares (for Mr. Lovlien); and (5) 478 shares (for Mr. Sahlberg).

(12)	Represents shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after March 14, 2014.

(13)	Such total includes the 6,069 restricted stock units and the 5,468 shares of Company common stock reflected in the beneficial ownership totals for both Messrs. Mencoff and Souleles, as reflected in Notes 5 and 9 above.  But such restricted stock units and shares have only been reflected one time in such total.

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(1)	KPMG's Audit Fees consisted of fees for the audit of our 2013 and 2012 year-end financial statements, as well as reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and other filings with the SEC including our initial public offering and two secondary offerings.

(2)	KPMG's Audit-Related Fees in 2013 consisted of fees in connection with the issuance of financial assurance letters.

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(1)	As of December 31, 2013, the number of securities to be issued upon exercise of outstanding options, warrants, and rights consists of 161,257 nonqualified stock options, 90,124 unvested performance stock units (PSUs) (at target), and 14,161 unvested restricted stock units (RSUs) awarded under the 2013 Incentive Plan. Please see footnote (3) regarding the actual shares awarded.

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

(3)	The reported amount assumes the PSUs will be issued at the target amount of each grant. The actual PSUs awarded by the compensation committee and the board at the February 27, 2014, meeting was 1.12 times target for a total award of 100,939 shares rather than the 90,124 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

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., 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

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 Share Units granted under the 2013 Incentive Plan

SERP	The frozen, non-qualified Supplemental Early Retirement Plan

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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 is adjusted in each case for special items, which in 2013 included deducting EBITDA earned in the fourth quarter resulting from the acquisition of the Chester and Moncure plywood plants in September 2013, adjusting for one-time costs related to the acquisition, and adjusting for the transaction costs of the July 2013 and November 2013 secondary offerings by BC Holdings, which were borne by the Company.

(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 2012 through December 2013, 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 portion of Mr. Bell's performance criteria because it reflects BMD’s control of working capital, which is a critical financial measure in our distribution business. In 2013, the Corporate EBITDA, BMD EBITDA, and Wood Products EBITDA were $134.1 million, $49.2 million, and $102.8 million, respectively, resulting in aggregate payments to each of our Named Executive Officers ranging from 1.05 to 1.45 times target under the STIP for 2013.

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(1)	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.

(2)

Includes the total value of the nonqualified stock option and PSU awards granted in 2013 under the 2013 Incentive Plan although the grants generally vest ratably over three years. The grant date fair value of each option share is $14.87 using the Black Scholes Option Valuation Model. The PSUs are valued at $26.65 grant date fair value times the actual number of PSUs earned based on the Company’s 2013 EBITDA performance. With 2013 EBITDA of $134 million, the PSUs were awarded by the Compensation Committee on February 27, 2014, at 1.12 times target.

(3)	Represents the payouts under the related Retention Agreements.

(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

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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 rate and mortality rate assumptions consistent with those used in the Company's financial statements. The 2013 change in pension value is negative because of an increase in the discount rate assumption and because several officers worked past their retirement eligibility under one of the pension plans. Years with decreases in the present value of pension amounts are treated as $0 so only the nonqualified deferred compensation earnings appear in the Summary Compensation Table.

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

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(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)	Includes financial consulting services, a taxable club membership fee, and spouse-related travel.

(d)	Through 2013, the Company provided a tax gross-up on the actual amount of the $5,000 annual allowance for tax advice and planning. The Company eliminated the tax gross-up in 2014.

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(1)

Reflects the potential threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2013 under our STIP as described above in "STIP" in this proxy statement. The Named Executive Officers' actual incentive awards earned in 2013 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 2014 calculated on the annual rate of pay in effect at the end of the 2013 calendar year.

(2)

Reflects the potential total threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2013 PSUs under the 2013 Incentive Plan. One third of the total PSUs time vested on December 31, 2013, one third will vest on December 31, 2014 and one third will vest on December 31, 2015. 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 2013 under the 2013 Incentive Plan are disclosed in footnote 2 to the "Stock Awards" column of the "Summary Compensation Table."

(3)

Reflects nonqualified stock options to purchase our common stock at an exercise price of $27.19 per share. These options vest as follows: one third vested on February 26, 2014, one third will vest on February 26, 2015 and one third will vest on February 26, 2016. The amounts reported are 100% of the option award amounts and assume our Named Executive Officers remain employed with us until their options vest and become exercisable.

(4)	The values listed in this column represent the accounting grant date fair value of the options (at $14.87) and the target PSUs (at $26.65) at the time of award.

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(1)

On February 26, 2013, our board of directors awarded our Named Executive Officers the PSUs listed above which are presented at the actual earned amount of 1.12 times target and include the unvested portion of this award. For purposes of this table, 100% of this award was deemed vested for Messrs. Carlile and Bell as of December 31, 2013, based on having reached a retirement-eligible age. For the other Named Executive officers, one third was deemed vested as of December 31, 2013, resulting in an unvested amount equal to two thirds of the PSUs earned. The remaining two thirds will vest one third on December 31, 2014 and one third 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 will vest on February 26, 2015, and one third will vest on February 26, 2016. Since no options had vested by December 31, 2013, all of the options granted to our Named Executive Officers appear in this chart.

(3)	The closing price for Boise Cascade Company stock on December 31, 2013, was $29.48 per share.

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(1)	Number of years credited service for Messrs. Carlile, Rancourt, Bell, Lovlien, 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 Lovlien were the later of their current age or the earliest age at which they could qualify for retirement under the SERP.

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(1)	The above-market portion of these amounts is included in the 2013 "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table."

▪	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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3.	To provide a non-binding advisory vote on the proposed timeline for seeking executive compensation advisory votes in the future.

4.	To provide a non-binding advisory vote approving the Company’s executive compensation program.

5.	To ratify the appointment of KPMG as the Company’s external auditors for 2014.

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