Vice President of Finance Employment Agreement

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT



(Steven E. Dietrich)



This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this December 31, 1999, by and between CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the "Partnership"), and Steven E. Dietrich ("Executive").





Recitals :



A. The Partnership serves as the managing general partner or sole general partner of Crown Pacific Partners, L.P., a Delaware limited partnership ("Crown Partners"), Crown Pacific Limited Partnership, a Delaware limited partnership ("CPLP"), and certain other affiliated limited partnerships (together with any subsidiary entities, the "Crown Pacific Group").





B. The Partnership desires to continue to employ Executive as its Vice President of Finance, and Executive desires to continue such employment, on the terms and conditions set forth in this Agreement.





Agreements :



NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties agree as follows:





1. Employment . The Partnership hereby employs Executive, and Executive hereby accepts employment from the Partnership, on the terms and conditions set forth in this Agreement.





2. Term . Subject to the provisions of Sections 5 and 6, Executive92s employment by the Partnership under this Agreement shall be for a term (the "Term") commencing on the date hereof and expiring on December 31, 2002; provided, however, that on December 31, 2001 and on each succeeding December 31, the Term shall automatically extend for one calendar year, unless either party gives written notice to the contrary to the other party at least 90 days prior to the date the Agreement would otherwise be so extended.



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3. Executive92s Duties .





3.1 Duties . Executive shall hold the position of the Partnership92s Vice President of Finance. Subject to the control of the Board of Control of the Partnership (the "Board") and the President and Chief Executive Officer of the Company, and any limitations set forth in the agreements of limited partnership of the Partnership (the "Partnership Agreement"), Crown Partners, CPLP, and other partnerships within the Crown Pacific Group, Executive shall in general have the duties and responsibilities customarily associated with his positions set forth above.





3.2 Performance of Duties . Executive shall perform his duties and responsibilities during the Partnership92s normal business hours and at all other times reasonably necessary to comply with the terms and conditions of this Agreement. Executive shall devote his full time and attention to the performance of his duties and responsibilities for and on behalf of the Partnership on the terms set forth in this Section 3.2. In addition, Executive may from time to time serve on the board of directors of, but not participate in the management of, other entities; provided that the Board in good faith determines that such activities do not unreasonably interfere with the business of the Partnership and the Crown Pacific Group and the performance of Executive92s duties hereunder.





4. Compensation and Other Benefits . Executive shall be entitled to receive from the Partnership the following compensation and benefits for the services to be rendered by Executive hereunder:





4.1 Salary and Bonuses . During the Term, the Partnership shall pay to Executive a base annual salary established from time to time by the Board, payable in equal monthly installments in accordance with the Partnership92s customary practices ("Base Salary"). The amount of Executive92s Base Salary may be increased from time to time with the approval of the Board, but as increased may not be thereafter decreased. The Partnership shall have the right to deduct and withhold from such compensation all social security and other federal, state, and local taxes and charges that are currently or that hereafter may be required by law to be so deducted and withheld. The Partnership shall also pay to Executive any bonuses that are declared by the Compensation Committee of the Board from time to time for his benefit.





4.2 Unit Option Plan . Executive shall be entitled to participate in the Unit Option Plan adopted by the Partnership on the terms and conditions set forth therein.





4.3 Participation in Benefit Plans . During the Term, Executive shall be eligible to participate in all employee benefit plans and arrangements now in effect or which may hereafter be established that are generally applicable to other senior executives of the Partnership, including, without limitation, all life, medical, disability, retirement, and other employee benefit plans of the Partnership, as long as any such plan or arrangement remains generally applicable to other senior executives of the Partnership. Executive shall also be entitled to the same vacation benefits as are generally available to senior executives of the Partnership.



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4.4 Reimbursement of Expenses . The Partnership shall reimburse Executive for reasonable expenses incurred by him on behalf of the Partnership in the performance of his duties hereunder in accordance with the policy of the Partnership for reimbursement of expenses as adopted by the Board from time to time. Executive shall furnish the Partnership with the supporting documentation required by the Internal Revenue Code and the applicable Treasury Regulations or otherwise required under the Partnership92s policy in connection with the reimbursement of such expenses.





5. Termination .





5.1 Termination by the Partnership Without Cause . The Partnership may terminate this Agreement at any time in the event the Board determines, in its sole discretion, that the continued employment of Executive is not in the continued interests of the Partnership. In the event the Partnership terminates Executive92s employment pursuant to this Section 5.1, then, subject to Section 6, Executive shall be entitled to his Base Salary and other benefits and bonuses through the date of his termination of employment (the "Termination Date"), and shall also receive severance pay in an amount equal to Executive92s current Base Salary for one year. Such severance amount shall be payable in a lump sum within 10 days following the Termination Date. In addition, (i) for the 12-month period following such Termination Date, the Company shall continue, at its sole cost, medical benefits to Executive and Executive92s family at least equal to those which would have been provided to them if Executive92s employment had not terminated and (ii) notwithstanding, and in addition to, anything in the Crown Pacific Management Limited Partnership 1997 Distribution Equivalent Rights Plan, the Crown Pacific Management Limited Partnership 1994 Unit Option Plan, any successor plan or other Company equity-based award plan (collectively, the "Equity Plans"), or any award agreement thereunder to the contrary, on the Termination Date Executive shall be automatically fully (100%) vested in all options, Distribution Equivalent Rights, including all Distribution Amounts then credited to him with respect to Distribution Equivalent Rights, and other equity awards granted to him thereunder, and shall become immediately payable or exercisable, as the case may be. The above vesting shall be in addition to, and not in limitation of, all other rights Executive may have under the Equity Plans and award agreements thereunder.





5.2 Termination by the Partnership for Cause . The Partnership may terminate this Agreement at any time, in the discretion of the Board, in the event of (i) any conviction of Executive for a felony involving moral turpitude, (ii) any material breach by Executive of a material agreement between Executive and the Partnership or the Crown Pacific Group, including this Agreement, (iii) any material breach caused by Executive of the Partnership Agreement, the limited partnership agreement of any member of the Crown Pacific Group, or any corporation within the Crown Pacific Group, (iv) any conduct by Executive materially injurious to the Partnership or the Crown Pacific Group or their respective businesses, (v) any failure by Executive to comply with policies, procedures, or directives of the Board, provided that, except where such failure constitutes conduct materially injurious to the Partnership or the Crown Pacific Group or their respective businesses, Executive shall first be given written notice from the Board of such failure and such failure shall not have been cured within 10 days after such notice or, if such failure is not capable of being cured



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within 10 days, Executive shall not have commenced and be diligently pursuing in good faith efforts to cure such default, or (vi) any fraud, dishonesty, misappropriation of funds, embezzlement, or other similar acts of misconduct by Executive with respect to the Partnership or other Crown Pacific Group. In the event the Partnership terminates Executive92s employment pursuant to this Section 5.2, then Executive shall be entitled to his Base Salary and other benefits and bonuses through the Termination Date.



5.3 Termination Upon Death or Disability of Executive . This Agreement shall terminate upon the death of Executive, or upon a reasonable, good faith determination by the Board that Executive has become Disabled (as defined below). In the event of a termination of this Agreement pursuant to this Section 5.3, Executive (or Executive92s estate, if applicable) shall be entitled to his Base Salary and other benefits and bonuses through the Termination Date. For purposes of this Agreement, "Disabled" (or "Disability") shall have the meaning given to such term in ...