Installment Note

INSTALLMENT NOTE





$258,000,000 October 29, 2004




FOR VALUE RECEIVED, BOISE LAND & TIMBER, L.L.C. , a Delaware limited liability company (" Maker "), promises to pay to the order of BOISE SOUTHERN COMPANY (" Initial Holder "), which along with any other subsequent holder of this promissory note, is sometimes referred to as the " Holder ", the principal sum of Two Hundred Fifty-Eight Million and no/100ths Dollars ($258,000,000) (" Principal Sum ") together with interest at the rate set out in paragraph 1 below, in accordance with the following:



1. Interest . Subject to the terms of paragraph 17 below, the unpaid Principal Sum shall bear interest from the date hereof until paid in full at a fixed rate per annum equal to 4.982%. Such interest shall be payable on each Payment Date (defined below). All interest payable under the terms of this Note shall be calculated on the basis of twelve (12) 30-day months in a 360-day year.



2. Payments and Maturity . (a) Interest on the unpaid Principal Sum shall be due and payable semi-annually, on the 29 th day of each April and October (each a " Payment Date "), commencing on April 29, 2005, and continuing on each Payment Date thereafter through and until the Maturity Date.



(b) The entire unpaid Principal Sum, together with all accrued and unpaid interest, shall mature and be due and payable in full on January 29, 2020 (" Maturity Date ").



(c) If any payment under this Installment Note is due on a day which is not a Business Day (defined below), such payment shall be due and payable on the next succeeding Business Day.



3. Application and Place of Payments . All payments made on account of this Installment Note shall be applied, first, to the payment of any unpaid and accrued enforcement and collection costs incurred by Holder, if any, second, to the payment of accrued and unpaid interest, and the remainder, if any, shall be applied to the unpaid Principal Sum. All payments on account of this Installment Note shall be paid in lawful money of the United States of America in immediately available funds during regular business hours of Holder at the address set out in paragraph 9 below, or at such other times and places as Holder may at any time designate in writing by notice to Maker in accordance with the provisions of Paragraph 9 below.



4. No Prepayment . Maker may not voluntarily prepay the Principal Sum or any part of the Principal Sum at any time.



5. Purchase Agreement and Related Transactions . Maker, as purchaser, and Initial Holder, as seller, are parties to an Asset Purchase Agreement dated as of July 26, 2004 (as










such agreement may be subsequently amended, the " Purchase Agreement "), pursuant to which the sole member of Maker has purchased from Initial Holder certain timberland assets (the " Assets "), which are more particularly described in such Purchase Agreement, and Maker is issuing this Installment Note in payment of the purchase price for such Assets. Wachovia Corporation (" Guarantor ") has guaranteed the payment of certain obligations by Maker under this Installment Note pursuant to a Guaranty dated as of the date of this Installment Note (the " Guaranty ") executed by Guarantor, as guarantor, for the benefit of Initial Holder, as beneficiary.



6. Events of Default . The occurrence of any one or more of the following events shall constitute an event of default (individually, an " Event of Default " and collectively, the " Events of Default ") under the terms of this Installment Note:



(a) The failure of Maker to pay to Holder within three (3) Business days of the applicable due date any and all amounts payable by Maker to Holder under the terms of this Installment Note.



(b) If by the order of a court of competent jurisdiction, a trustee, receiver or liquidator of Maker shall be appointed and such order shall not be discharged or dismissed within 60 days after such appointment.



(c) Maker (i) applies for, or consents in writing to, the appointment of a receiver, trustee or liquidator of all or substantially all of Maker92s assets; (ii) files a voluntary petition in bankruptcy; (iii) admits in writing Maker92s inability to pay Maker92s debts as they become due or makes a general assignment for the benefit of creditors; (iv) files a petition or an answer seeking a reorganization (other than a reorganization not involving the liabilities of Maker) or an arrangement with creditors or takes advantage of any bankruptcy or insolvency law; or (v) files an answer admitting the material allegations of a petition filed against Maker in any bankruptcy, reorganization or insolvency proceeding.



(d) An order, judgment or decree is entered by any court of competent jurisdiction on the application of a creditor adjudicating Maker as bankrupt or insolvent, or appointing a receiver, trustee or liquidator of Maker, or for all or substantially all of Maker92s assets, and such order, judgment or decree continues unstayed and in effect for a period of 60 days from the date entered.



(e) If Maker shall dissolve, merge, consolidate, liquidate, reorganize, or terminate its existence without the prior written consent of Holder.



(f) The insolvency, receivership, conservatorship, reorganization, winding-up, liquidation or similar occurrence in respect of the Guarantor under any applicable law.



7. Remedies . Except as provided in the final sentence of this Paragraph 7, during an Event of Default, at the option of Holder, exercisable by notice in writing to Maker, all amounts payable by Maker to Holder under the terms of this Installment Note shall immediately become due and payable by Maker to Holder, and Holder shall have all of the rights, powers, and remedies available under the terms of this Installment Note and all applicable laws. Maker and all endorsers, guarantors, and other parties who may now or in the future be pri ...