Exhibit
10.20


BOISE CASCADE, L.L.C.


SUPPLEMENTAL LIFE PLAN


As Amended December 19, 2006













BOISE CASCADE, L.L.C.


SUPPLEMENTAL LIFE PLAN


1.             Purpose
of the Plan.  The purpose of the
Supplemental Life Plan (the “Plan”) is to provide executive officers who participate
in the Plan with an insured death benefit during employment and, in limited
cases, after retirement.  Executive
officers who become Participants may purchase a life insurance policy from a
designated insurance carrier.  Policy
premiums will be paid by Boise Cascade, L.L.C. (“Boise”), as described in this
Plan.


2.             Definitions.


2.1           “Base
Salary” means the Participant’s annual base salary in effect on the April
15th preceding the Participant’s death if the
Participant dies while an active employee of Boise.


2.2           “Code”
means the Internal Revenue Code of 1986, as amended.


2.3           “Committee”
means the Executive Compensation Committee of Boise Cascade Holdings, L.L.C.
Board of Managers or, in the absence of such a committee, the Retirement
Committee appointed by such board.


2.4           “Final
Salary” means the Participant’s annual base salary in effect on the April
15th preceding his or her Retirement date.


2.5           “Insurance
Carrier” means the life insurance company or companies selected to issue
policies under the Plan.  The initial
Insurance Carrier shall be Sun Life Assurance Company of Canada (U.S.).


2.6           “Insurance
Policy” means any individually purchased Insurance Policy, together with
additional policy benefits and riders, if any, issued by the Insurance Carrier
pursuant to the Plan.  Unless required
otherwise by the Plan, any Insurance Policy terms used in this Plan shall have
the same meaning as in the Insurance Policy. 
For example, the Insurance Policy terms “policy year,” “dividend,” and “policy
loan” shall have the same meaning for purposes of this Plan as for purposes of
the Insurance Policy.


2.7           “Participant”
means an executive officer who is designated by the Committee as eligible to
participate in the Plan, in each case who has met all applicable eligibility requirements
under Section 4.  For purposes of
this Plan, “executive officer” means any President or Vice President of Boise
Cascade, L.L.C. who was elected as a President or Vice President of Boise
Cascade Corporation on or before July 31, 2003.



  
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2.8           “Pension
Plan” means the Boise Cascade, L.L.C. Spun-off Pension Plan for Salaried
Employees, as amended from time to time, and any successor thereto.


2.9           “Plan
Administrator” means the Committee. 
The Committee may delegate day-to-day administrative
functions to Boise’s management.


2.10         “Retirement”
means the termination of employment of a Participant, for reasons other than
death or total disability (as defined in the Pension Plan), at any time after
the Participant has attained age 55 with 10 or more years of service
(as defined in the Pension Plan), and 5 years of service as an executive
officer of Boise.


3.             Administration
and Interpretation of the Plan.


3.1           Plan Administrator.
The Committee shall have final discretion, responsibility, and authority to
administer and interpret the Plan.  This
includes the discretion and authority to determine all questions of fact,
eligibility, or benefits relating to the Plan, except as delegated to the
Insurance Carrier pursuant to Sections 3.2 and 8.3.  The Committee may also adopt any rules it
deems necessary to administer the Plan. 
The Committee’s responsibilities for administration and interpretation
of the Plan shall be exercised by Boise employees who have been assigned those
responsibilities by Boise’s management. 
Any Boise employee exercising responsibilities relating to the Plan in
accordance with this section shall be deemed to have been delegated the
discretionary authority vested in the Committee with respect to those
responsibilities, unless limited in writing by the Committee.  Any Participant may appeal any action or
decision of these employees to Boise’s General Counsel and may request that the
Committee reconsider decisions of the General Counsel.  Claims for benefits under the Plan and
appeals of claim denials shall be in accordance with Section 8.  Any interpretation by the Committee shall be
final and binding on the Participants.


3.2           Insurance
Carrier.  The Insurance Carrier shall
be responsible for all matters relating to any Insurance Policy, including interpretation
of the policy terms.  For example, the
Insurance Carrier shall decide whether it will issue an Insurance Policy on the
life of a Participant who has otherwise met all of the Plan’s eligibility
requirements, whether benefits are payable on an Insurance Policy, and to whom
any benefits are payable.


4.             Eligibility.  In order to become a Participant in the Plan,
an individual must meet all of the following requirements:


4.1           Be
an executive officer of Boise who was elected as a President or Vice President
of Boise Cascade Corporation on or before July 31, 2003, and who is identified
by the Committee as eligible to participate in the Plan;



  
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4.2           Complete
an application for insurance as required by the Insurance Carrier; and


4.3           Meet
any applicable insurability requirements of the Insurance Carrier.


5.             Benefits.


5.1           Target
Death Benefit During Employment.  The
target benefit for a Participant who dies while employed by Boise is a death
benefit equal to two times Base Salary (less any amount payable under Boise’s
company-paid group term life insurance program).


5.2           Target
Post-Retirement Death Benefit. 
Participants who die after Retirement, will have a target
post-retirement benefit equal to one times Final Salary (less any amount
payable under Boise’s company-paid group term life insurance program).


5.3           Purchase
of Insurance.  The right of a
Participant to purchase an Insurance Policy under the Plan was granted only
upon each Participant’s initial eligibility under the Boise Cascade Corporation
Supplemental Life Insurance Plan.  The
face amount of the Insurance Policy was rounded up to the nearest multiple of
$1,000, where necessary.  To the extent
the Insurance Policy relates to the target benefit(s) as described in Sections
5.1 and 5.2 above, the Insurance Policy is guaranteed to be issued, without
regard to the Participant’s insurability. 
To the extent that a Participant desires to purchase additional
insurance by paying additional premiums as permitted under Section 6.2,
insurance participation will be subject to the Participant’s insurability, and
Boise does not guarantee that each otherwise eligible Participant will be able
to purchase additional insurance pursuant to this Plan.


5.4           Actual
Amount of Benefit.  The death benefit
shall be paid from the Insurance Policy. 
The amount of the death benefit payable to the Participant’s beneficiary
shall be determined by the Insurance Carrier pursuant to the terms of the
Insurance Policy.  The actual benefit
provided by the Insurance Policy may be greater or less than the target
benefit, based on the investment performance of the Insurance Policy and taking
into account any loans and/or withdrawals from the cash value of the Insurance
Policy.  If the Insurance Policy does not
ultimately provide the target benefit, Boise will not make up any benefit
shortfall.


5.5           Beneficiary
Designation.  The death benefit is
payable to the beneficiary or beneficiaries designated by the Participant.  If no beneficiary is designated, the
beneficiary shall be the person or persons entitled to the death benefit under
the terms of the Insurance Policy or applicable state law, whichever governs.


5.6           Payment
of Death Benefit.  All death benefits
provided under the Plan will be paid from the Insurance Policies.  Death benefits shall be paid upon 



  
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submission
to the Insurance Carrier of the appropriate proof of death and a claim for
benefits in the form required by the Insurance Carrier, and any other
documentation required by the Insurance Carrier in its sole discretion.


6.             Premium
Payment.


6.1           Target
Benefit Premium Payment.  The
Insurance Carrier shall establish an annual premium for each Insurance Policy
based on the target benefit(s) established for that Insurance Policy.  Boise shall pay the premium on behalf of the
Participant, and the amount of the premium will be treated as taxable
compensation to the Participant; provided, however, that the annual premium
payable by Boise shall be adjusted appropriately, as determined by the
Committee in its sole discretion, to take into account any loans and/or
withdrawals from the cash value of the Insurance Policy, and the Participant
shall be solely responsible for the payment of any additional premiums required
as a result of any such adjustment.


6.2           Additional
Benefit Premium Payment.  Participants
may have the option to obtain an additional Insurance Policy in addition to the
Insurance Policy under which the target benefit(s) are to be provided, subject
to the requirements of the Insurance Carrier, including any insurability or
underwriting requirements and subject to a minimum death benefit amount of
$50,000.  Premiums for any additional
Insurance Policy will be the Participant’s responsibility.  Participants must make arrangements for any
additional Insurance Policy and premium payment with the Insurance Carrier.


6.3           Premium
Allocation.  The target benefit
premium will be allocated among the investment funds offered by the Insurance
Carrier by Boise in its sole discretion. 
Premiums for any additional Insurance Policy purchased according to Section
6.2 shall be allocated by the Participant.


6.4           Cessation
of Premium Payment.  Boise shall
cease paying premiums on the Participant’s behalf upon the first to occur of
the following:


(a)           The
date of the Participant’s Retirement (or, for Participants who were executive
officers of Boise Cascade Corporation on October 1, 2003, payment of the
premium for ten years following the initial issuance of the Insurance Policy,
if later);


(b)           The
death of the Participant;


(c)           The
termination of the Participant’s employment other than by death or Retirement;
or


(d)           The
date the Insurance Policy is surrendered or otherwise ceases to be in effect.



  
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Upon the cessation of premium payment by Boise, Boise
shall have no further involvement in the Insurance Policy.  From that date forward, the Participant shall
be solely responsible for the payment of any future premiums.


7.             Continuation,
Reduction, or Termination of the Insurance Policy and/or Benefits.


7.1           If
the Plan is terminated, whether as to all Participants or as to an individual
Participant, a Participant shall be able to continue the Insurance Policy on
his or her life by paying future premiums. Thereafter, the Participant will be
responsible for all future premiums and Boise shall have no further involvement
in the Insurance Policy.


7.2           After
cessation of premium payment by Boise, policy benefits may be reduced or
terminated with respect to a Participant if not properly funded by the
Participant.


7.3           The
amount of a Participant’s death benefits may vary each year based on investment
results of the Insurance Policy, on account of any loans and/or withdrawals
from the cash value of the Insurance Policy, and/or on account of any changes
in the target benefit.


8.             Claims
Procedure.


8.1           Claims regarding eligibility for, participation in, and payment of
premiums under the Plan shall be filed in writing, within 90 days after
the event giving rise to a claim, with Boise’s compensation manager, who shall
have absolute discretion to interpret and apply the Plan, evaluate the facts
and circumstances, and make a determination with respect to the claim in the
name and on behalf of Boise.  The claim
must include a statement of all facts the Participant believes relevant to the
claim and copies of all documents, materials, or other evidence that the
Participant believes relevant to the claim. 
Written notice of the disposition of a claim shall be furnished to the
Participant within 90 days after the application is filed.  This 90-day period may be extended an
additional 90 days for special circumstances by the compensation manager,
in his or her sole discretion, by providing written notice of the extension to
the claimant prior to the expiration of the original 90-day period.  If the claim is denied, the manager shall
notify the claimant in writing.  This
written notice shall:


·                                          state the specific reasons for the denial,


·                                          refer to the provisions of the Plan on which the
determination is based,


·                                          describe any additional material or information
necessary for the claimant to perfect the claim and explain why the information
is necessary,



  
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·                                          explain how the claimant may submit the claim for
review and state applicable time limits, and


·                                          state the claimant’s right to bring an action
under section 502(a) of ERISA following an adverse determination on review.


8.2           Any Participant, former Participant, or beneficiary who has been denied a
claim brought under Section 8.1 shall be entitled, upon written request, to
access to or copies of all documents and records relevant to his or claim, and
to a review of his or her denied claim. 
A request for review, together with a written statement of the claimant’s
position and any other comments, documents, records, or information that the
claimant believes relevant to his or her claim, shall be filed no later than
60 days after receipt of the written notification provided for in Section
8.1, and shall be filed with Boise’s compensation manager.  The Manager shall promptly inform Boise’s
senior human resources officer, who shall be the named fiduciary of the Plan
for purposes of claim review.  The senior
human resources officer shall make his or her decision, in writing, within
60 days after receipt of the claimant’s request for review.  This 60-day period may be extended an
additional 60 days if, in the senior human resources officer’s sole
discretion, special circumstances warrant the extension and if the senior human
resources officer provides written notice of the extension to the claimant
prior to the expiration of the original 60-day period.  The written decision shall be final and
binding on all parties and shall:


·                                          state the facts and specific reasons for the
decision,


·                                          refer to the Plan provisions upon which the
decision is based,


·                                          state that the Participant is entitled to receive
at no charge and upon request reasonable access to and copies of all documents,
records, and other information relevant to the claim, and


·                                          state the claimant’s right to bring an action
under section 502(a) of ERISA.


8.3           For
claims regarding benefits under the Insurance Policies, Boise has adopted the
claim procedure established by the Insurance Carrier as a claim procedure.  The beneficiary of the policy proceeds must
file a claim for benefits with the Insurance Carrier in the form the Insurance
Carrier requires.  If the Insurance
Carrier denies the claim and the beneficiary desires to have the denial
reviewed, the beneficiary must follow the Insurance Carrier’s claims review
procedure.  The Insurance Carrier’s
determination shall be final and binding on all participants.  Boise shall have no liability if the
Insurance Carrier denies a claim for benefits.



  
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9.             Miscellaneous.


9.1           Employment
Not Guaranteed by Plan.  This Plan is
not intended to and does not create a contract of employment in any
manner.  Employment with Boise is at will,
which means that either the employee or Boise may end the employment
relationship at any time and for any reason. 
Nothing in this Plan changes or should be construed as changing that
at-will relationship.


9.2           Taxes.  Boise shall deduct from each Participant’s
compensation all applicable federal or state taxes that may be required by law
to be withheld resulting from Boise’s premium payments under the Plan.


9.3           Governing
Law, Jurisdiction, and Venue.  The
Plan shall be construed according to the laws of the state of Idaho to the
extent not preempted by federal law. 
Legal action to enforce or interpret the Plan may be brought only in
federal district court for the District of Idaho in Ada County, Idaho.


9.4           Form of
Communication.  Any election,
application, claim, notice, or other communication required or permitted to be
made by a Participant to the Committee or Boise shall be made in writing and in
the form Boise prescribes.  Communication
shall be effective upon receipt by Boise’s Compensation Manager at
1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728.


9.5           Amendment
and Termination.  The Committee may,
at any time, amend or terminate the Plan, provided that the Committee may not
reduce or modify the target benefit(s) provided to the Participant prior to the
amendment or termination without the Participant’s prior written consent.  Upon termination of the Plan, a Participant
shall be entitled to continue the Insurance Policy in accordance with
Section 7.


9.6           Agent
for Service of Process.  Boise’s
General Counsel is designated as the agent to receive service of legal process
on behalf of the Plan.


9.7           Effective
Date.  The Plan is effective October
29, 2004.



  
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