(e) Compensatory Arrangements of Certain Officers

On February 20, 2013, the compensation committee of our board of directors approved the following compensation arrangements for our named executive officers:
Approval of 2013 Equity Awards
On March 15, 2013, our named executive officers will be granted 2013 equity awards under our Boise Inc. Incentive and Performance Plan, the values of which will be as shown in the following table:

                                                                                     Total
                                   2013 Total                                     Stockholder
                                   Long-Term      Restricted         RONOA          Return
                                   Incentive         Stock        Performance     Performance
                                     Award           Units           Units           Units
                                     Value           Value           Value           Value
Named Executive Officer               ($)          (34%) ($)       (33%) ($)       (33%) ($)

Alexander Toeldte                $  2,360,000   $     802,400   $     778,800   $     778,800
President and Chief Executive
Officer

Samuel K. Cotterell                   550,000         187,000         181,500         181,500
Senior Vice President and
Chief Financial Officer

Judith M. Lassa                       700,000         238,000         231,000         231,000
Executive Vice President and
Chief Operating Officer
(Former Senior Vice President,
Paper and Specialty Products)

Karen E. Gowland                      470,000         159,800         155,100         155,100
Senior Vice President, General
Counsel
and Secretary

Note: Effective January 1, 2013, at his request, Robert A. Warren, our former executive vice president and chief operating officer, transitioned to a non-officer role. Mr. Warren will not receive an equity award in 2013. Restricted Stock Units
The first component of the 2013 equity awards consists of service-condition vesting restricted stock units. One third of the units will vest on March 17, 2014, one third will vest on March 16, 2015, and one third will vest on March 15, 2016, subject to the provisions of the Restricted Stock Unit Award Agreements.
RONOA Performance Units
The second component of the 2013 equity awards consists of performance units based on a RONOA performance goal (our Adjusted Operating Income divided by the sum of Property, Plant and Equipment, Goodwill and Other Intangible Assets, and Operating Working Capital). Fifty percent of the RONOA performance units will vest on March 16, 2015, and the remaining fifty percent will vest on March 15, 2016, subject to the provisions of the RONOA Performance Unit Award Agreements. The number of performance units awarded will be adjusted based on the achievement of RONOA and will be measured for the period beginning January 1, 2013, and ending on December 31, 2014. Target RONOA is 10.0%. The following table identifies adjustment multiples for specified levels of RONOA:

      Adjustment
RONOA  Multiple

7.9%     30%
8.5%     50%
10.0%    100%
11.5%    150%
13.0%    200%

Total Stockholder Return Performance Units The final component of the 2013 equity awards consists of performance units based on a Total Stockholder Return (TSR) performance goal. All of the TSR performance units will vest on March 15, 2016, subject to the provisions of the Total Stockholder Return Performance Unit Award Agreements. The number of performance units awarded will be adjusted based on the achievement of Relative Total Stockholder Return (calculated by dividing the number of Comparator Group companies, as defined in the award agreements, with a Total Stockholder Return less than Boise's by the total number of Comparator Group companies, to reach a percentile rank for Boise), and will be measured for the period beginning January 1, 2013, and ending on December 31, 2015. The following table identifies adjustment multiples for specified percentile ranks of Relative Stockholder Return over the performance period:
Total Stockholder Return Adjustment

    Percentile Rank       Multiple

 Below 25th Percentile       -%
    25th Percentile         25%
    50th Percentile         100%
75th Percentile or Above    175%

The above summaries of the three components of the 2013 equity awards granted to our named executive officers do not purport to be complete and are subject to and qualified in their entirety by reference to the text of the forms of the Restricted Stock Unit Award Agreement, the RONOA Performance Unit Award Agreement, and the Total Stockholder Return Performance Unit Award Agreement filed as Exhibits 99.1, 99.2, and 99.3, respectively, to this current report on Form 8-K. Exhibits 99.1, 99.2, and 99.3 are incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this current report on Form 8-K:

Exhibit Number   Description

Exhibit 99.1     Form of 2013 Restricted Stock Unit Award Agreement (Officers)

Exhibit 99.2     Form of 2013 RONOA Performance Unit Award Agreement (Officers)

Exhibit 99.3     Form of 2013 Total Stockholder Return Performance Unit Award
                 Agreement (Officers)