**Exhibit10.20**

BOISE CASCADE, L.L.C.

SUPPLEMENTAL LIFE PLAN

As Amended December 19, 2006

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BOISE CASCADE, L.L.C.

SUPPLEMENTAL LIFE PLAN

1.             Purposeof the Plan.  The purpose of theSupplemental Life Plan (the “Plan”) is to provide executive officers who participatein the Plan with an insured death benefit during employment and, in limitedcases, after retirement.  Executiveofficers who become Participants may purchase a life insurance policy from adesignated insurance carrier.  Policypremiums will be paid by Boise Cascade, L.L.C. (“Boise”), as described in thisPlan.

2.             Definitions.

2.1           “BaseSalary” means the Participant’s annual base salary in effect on the April15th preceding the Participant’s death if theParticipant 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 RetirementCommittee appointed by such board.

2.4           “FinalSalary” means the Participant’s annual base salary in effect on the April15th preceding his or her Retirement date.

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

2.6           “InsurancePolicy” means any individually purchased Insurance Policy, together withadditional policy benefits and riders, if any, issued by the Insurance Carrierpursuant to the Plan.  Unless requiredotherwise by the Plan, any Insurance Policy terms used in this Plan shall havethe same meaning as in the Insurance Policy. For example, the Insurance Policy terms “policy year,” “dividend,” and “policyloan” shall have the same meaning for purposes of this Plan as for purposes ofthe Insurance Policy.

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

 

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

2.9           “PlanAdministrator” means the Committee. The Committee may delegate day-to-day administrativefunctions to Boise’s management.

2.10         “Retirement”means the termination of employment of a Participant, for reasons other thandeath or total disability (as defined in the Pension Plan), at any time afterthe 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 executiveofficer of Boise.

3.             Administrationand Interpretation of the Plan.

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

3.2           InsuranceCarrier.  The Insurance Carrier shallbe responsible for all matters relating to any Insurance Policy, including interpretationof the policy terms.  For example, theInsurance Carrier shall decide whether it will issue an Insurance Policy on thelife of a Participant who has otherwise met all of the Plan’s eligibilityrequirements, whether benefits are payable on an Insurance Policy, and to whomany 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           Bean executive officer of Boise who was elected as a President or Vice Presidentof Boise Cascade Corporation on or before July 31, 2003, and who is identifiedby the Committee as eligible to participate in the Plan;

 

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

4.3           Meetany applicable insurability requirements of the Insurance Carrier.

5.             Benefits.

5.1           TargetDeath Benefit During Employment.  Thetarget benefit for a Participant who dies while employed by Boise is a deathbenefit equal to two times Base Salary (less any amount payable under Boise’scompany-paid group term life insurance program).

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

5.3           Purchaseof Insurance.  The right of aParticipant to purchase an Insurance Policy under the Plan was granted onlyupon each Participant’s initial eligibility under the Boise Cascade CorporationSupplemental Life Insurance Plan.  Theface amount of the Insurance Policy was rounded up to the nearest multiple of$1,000, where necessary.  To the extentthe Insurance Policy relates to the target benefit(s) as described in Sections5.1 and 5.2 above, the Insurance Policy is guaranteed to be issued, withoutregard to the Participant’s insurability. To the extent that a Participant desires to purchase additionalinsurance by paying additional premiums as permitted under Section 6.2,insurance participation will be subject to the Participant’s insurability, andBoise does not guarantee that each otherwise eligible Participant will be ableto purchase additional insurance pursuant to this Plan.

5.4           ActualAmount of Benefit.  The death benefitshall be paid from the Insurance Policy. The amount of the death benefit payable to the Participant’s beneficiaryshall be determined by the Insurance Carrier pursuant to the terms of theInsurance Policy.  The actual benefitprovided by the Insurance Policy may be greater or less than the targetbenefit, based on the investment performance of the Insurance Policy and takinginto account any loans and/or withdrawals from the cash value of the InsurancePolicy.  If the Insurance Policy does notultimately provide the target benefit, Boise will not make up any benefitshortfall.

5.5           BeneficiaryDesignation.  The death benefit ispayable to the beneficiary or beneficiaries designated by the Participant.  If no beneficiary is designated, thebeneficiary shall be the person or persons entitled to the death benefit underthe terms of the Insurance Policy or applicable state law, whichever governs.

5.6           Paymentof Death Benefit.  All death benefitsprovided under the Plan will be paid from the Insurance Policies.  Death benefits shall be paid upon 

 

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submissionto the Insurance Carrier of the appropriate proof of death and a claim forbenefits in the form required by the Insurance Carrier, and any otherdocumentation required by the Insurance Carrier in its sole discretion.

6.             PremiumPayment.

6.1           TargetBenefit Premium Payment.  TheInsurance Carrier shall establish an annual premium for each Insurance Policybased on the target benefit(s) established for that Insurance Policy.  Boise shall pay the premium on behalf of theParticipant, and the amount of the premium will be treated as taxablecompensation to the Participant; provided, however, that the annual premiumpayable by Boise shall be adjusted appropriately, as determined by theCommittee in its sole discretion, to take into account any loans and/orwithdrawals from the cash value of the Insurance Policy, and the Participantshall be solely responsible for the payment of any additional premiums requiredas a result of any such adjustment.

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

6.3           PremiumAllocation.  The target benefitpremium will be allocated among the investment funds offered by the InsuranceCarrier by Boise in its sole discretion. Premiums for any additional Insurance Policy purchased according to Section6.2 shall be allocated by the Participant.

6.4           Cessationof Premium Payment.  Boise shallcease paying premiums on the Participant’s behalf upon the first to occur ofthe following:

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

(b)           Thedeath of the Participant;

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

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

 

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

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

7.1           Ifthe Plan is terminated, whether as to all Participants or as to an individualParticipant, a Participant shall be able to continue the Insurance Policy onhis or her life by paying future premiums. Thereafter, the Participant will beresponsible for all future premiums and Boise shall have no further involvementin the Insurance Policy.

7.2           Aftercessation of premium payment by Boise, policy benefits may be reduced orterminated with respect to a Participant if not properly funded by theParticipant.

7.3           Theamount of a Participant’s death benefits may vary each year based on investmentresults of the Insurance Policy, on account of any loans and/or withdrawalsfrom the cash value of the Insurance Policy, and/or on account of any changesin the target benefit.

8.             ClaimsProcedure.

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

·                                          state the specific reasons for the denial,

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

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

 

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

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

8.2           Any Participant, former Participant, or beneficiary who has been denied aclaim brought under Section 8.1 shall be entitled, upon written request, toaccess to or copies of all documents and records relevant to his or claim, andto a review of his or her denied claim. A request for review, together with a written statement of the claimant’sposition and any other comments, documents, records, or information that theclaimant believes relevant to his or her claim, shall be filed no later than60 days after receipt of the written notification provided for in Section8.1, and shall be filed with Boise’s compensation manager.  The Manager shall promptly inform Boise’ssenior human resources officer, who shall be the named fiduciary of the Planfor purposes of claim review.  The seniorhuman resources officer shall make his or her decision, in writing, within60 days after receipt of the claimant’s request for review.  This 60-day period may be extended anadditional 60 days if, in the senior human resources officer’s solediscretion, special circumstances warrant the extension and if the senior humanresources officer provides written notice of the extension to the claimantprior to the expiration of the original 60-day period.  The written decision shall be final andbinding on all parties and shall:

·                                          state the facts and specific reasons for thedecision,

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

·                                          state that the Participant is entitled to receiveat 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 actionunder section 502(a) of ERISA.

8.3           Forclaims regarding benefits under the Insurance Policies, Boise has adopted theclaim procedure established by the Insurance Carrier as a claim procedure.  The beneficiary of the policy proceeds mustfile a claim for benefits with the Insurance Carrier in the form the InsuranceCarrier requires.  If the InsuranceCarrier denies the claim and the beneficiary desires to have the denialreviewed, the beneficiary must follow the Insurance Carrier’s claims reviewprocedure.  The Insurance Carrier’sdetermination shall be final and binding on all participants.  Boise shall have no liability if theInsurance Carrier denies a claim for benefits.

 

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9.             Miscellaneous.

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

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

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

9.4           Form ofCommunication.  Any election,application, claim, notice, or other communication required or permitted to bemade by a Participant to the Committee or Boise shall be made in writing and inthe form Boise prescribes.  Communicationshall be effective upon receipt by Boise’s Compensation Manager at1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728.

9.5           Amendmentand Termination.  The Committee may,at any time, amend or terminate the Plan, provided that the Committee may notreduce or modify the target benefit(s) provided to the Participant prior to theamendment or termination without the Participant’s prior written consent.  Upon termination of the Plan, a Participantshall be entitled to continue the Insurance Policy in accordance withSection 7.

9.6           Agentfor Service of Process.  Boise’sGeneral Counsel is designated as the agent to receive service of legal processon behalf of the Plan.

9.7           EffectiveDate.  The Plan is effective October29, 2004.

 

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