CERTIFICATE OF DESIGNATION
OF
9.40% CUMULATIVE PREFERRED STOCK, SERIES F
OF
BOISE CASCADE CORPORATION
Pursuant to Section 151 of the
General Corporation Law
of the State of Delaware
Boise Cascade Corporation, a Delaware corporation (the
"Corporation"), certifies that pursuant to authority granted to
and vested in the Board of Directors of the Corporation by the
provisions of the Corporation's Restated Certificate of Incorpo-
ration, the Board of Directors of the Corporation has adopted the
following resolution creating a series of Preferred Stock of the
Corporation:
RESOLVED, by the Board of Directors (the "Board of
Directors") of Boise Cascade Corporation, a Delaware corporation
(the "Corporation"), that, pursuant to authority expressly granted
to and vested in the Board of Directors by the provisions of the
Corporation's Restated Certificate of Incorporation (the "Restated
Certificate of Incorporation"), the Board of Directors hereby
creates a sixth series of the class of authorized Preferred Stock,
without par value, of the Corporation, and authorizes the issuance
thereof, and hereby fixes the designation and amount thereof and
the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and
the qualifications, limitations or restrictions thereof (in
addition to the designation, preferences and relative,
participating and other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Restated
Certificate of Incorporation which are applicable to the Preferred
Stock of all series) as follows:
1. Designation and Amount. The shares of such series
shall be designated the "9.40% Cumulative Preferred Stock, Series
F" and the number of shares constituting such series shall be
115,000. The shares of such series shall have a stated capital of
$.01 per share. Such series is herein sometimes referred to as the
"Series F Preferred Stock."
2. Dividends. The holders of the shares of Series F
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available
therefor, cash dividends ("Preferred Dividends") at the rate of
$94.00 per share per annum, payable quarterly in arrears, one
quarter each on the 15th day of the months of January, April, July
and October in each year (each a "Dividend Payment Date")
commencing on April 15, 1993. In the event that any Dividend
Payment Date shall fall on any day other than a business day (as
hereinafter defined), the Preferred Dividend due on such Dividend
Payment Date shall be paid on the business day immediately
following such Dividend Payment Date. Preferred Dividends shall
begin to accrue from the date of initial issuance of the Series F
Preferred Stock. Preferred Dividends shall accrue on a daily basis
whether or not in any such quarterly period there shall be funds
of the Corporation legally available therefor and whether or not
such Preferred Dividends are declared, but Preferred Dividends
accrued for any period less than a full quarterly period between
Dividend Payment Dates (or, in the case of the first Preferred
Dividend, from the date of initial issuance of the shares of
Series F Preferred Stock to the first Dividend Payment Date) shall
be computed on the basis of a 360-day year of twelve 30-day months.
Accrued but unpaid Preferred Dividends shall cumulate as of the
Dividend Payment Date on which they first become payable, but no
interest shall accrue on accumulated but unpaid Preferred
Dividends. As used herein, the term "business day" shall mean any
day other than a Saturday, Sunday or a day on which banking
institutions in the state of New York are authorized or obligated
by law or executive order to close.
3. Optional Redemption. The shares of Series F
Preferred Stock are not redeemable by the Corporation prior to
February 15, 1998. On and after February 15, 1998, the outstanding
shares of Series F Preferred Stock or any part thereof may be
redeemed by the Corporation, at its option expressed by resolution
of the Board of Directors, at any time or from time to time, at the
redemption price of $1,000 per share, plus an amount equal to any
arrearages in dividends thereon. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the
redemption date to each holder of record of shares of Series F
Preferred Stock to be redeemed at the address shown on the books
of the Corporation (but no failure to mail such notice or any
defect therein or in the mailing thereof shall affect the validity
of the proceedings for such redemption except as to the holder to
whom the Corporation has failed to mail such notice or except as
to the holder whose notice was defective). On or after the
redemption date fixed in such notice, dividends shall cease to
accumulate on shares of Series F Preferred Stock called for
redemption (unless the Corporation defaults in the payment or
deposit of the redemption price pursuant to such notice).
4. Liquidation Rights. In the event of any liquida-
tion or dissolution or winding up of the Corporation, voluntary or
involuntary, the holders of the Series F Preferred Stock shall be
entitled to receive the sum of $1,000 per share, plus an amount
equal to any arrearages in dividends thereon.
5. Voting Rights. Except as set forth in the follow-
ing sentence of this paragraph 5, the holders of Series F Pre-
ferred Stock shall have no voting rights. The holders of Series F
Preferred Stock shall have one vote per share on each of the
matters on which they are entitled to vote by applicable law, by
the provisions of Section 2.6 of the Restated Certificate of
Incorporation or by the provisions of Section 2.8 of the Restated
Certificate of Incorporation, which Section 2.8 shall be applicable
to the Series F Preferred Stock.
IN WITNESS WHEREOF, Boise Cascade Corporation has caused
this Certificate of Designation to be signed by John W. Holleran,
its Vice President and General Counsel, and attested by A. James
Balkins III, its Corporate Secretary, this 29th day of January,
1993.
BOISE CASCADE CORPORATION
By /s/ John W. Holleran
John W. Holleran
Vice President and
General Counsel
ATTEST:
By: /s/ A. James Balkins III
A. James Balkins III
Corporate Secretary