Exhibit 10.3





                       BOISE CASCADE OFFICE PRODUCTS CORPORATION

                          SUPPLEMENTAL PENSION PLAN


                      (As Amended Through August 3, 1999)


                  BOISE CASCADE OFFICE PRODUCTS CORPORATION
                           SUPPLEMENTAL PENSION PLAN


                                 ARTICLE I

      1.    Purpose of the Plan.  It is the policy of Boise Cascade Office
Products Corporation (the "Company") to provide retirement benefits to
eligible employees in accordance with the terms and conditions of the
Company's retirement plans.  Under certain circumstances the effect of federal
and state tax laws may preclude payment of full benefits to which an employee
is otherwise entitled out of the assets of the Company's retirement plans
qualified under Section 401 of the Internal Revenue Code of 1986 (the "Code").
In addition, the election of certain employees to voluntarily defer receipt of
otherwise taxable and pensionable compensation may have the effect of reducing
the amount of retirement benefits which such employees would otherwise be
entitled to receive out of the Company's tax-qualified retirement plans.  In
order to ensure that employees of the Company receive the full retirement
benefits earned during the course of their employment with the Company, the
Company will provide benefits as described in this Plan.


                                 ARTICLE II

      2.    Definitions.

            2.1   "Act" shall mean the Employee Retirement Income Security Act
of 1974 ("ERISA") as amended from time to time.

            2.2   "Pension Plan" shall mean the Boise Cascade Corporation
Pension Plan for Salaried Employees, as adopted by the Company, and as amended
from time to time.

            2.3   "Code" shall mean the Internal Revenue Code of 1986 as
amended from time to time.

            2.4   "Company" shall mean Boise Cascade Office Products
Corporation and any of its subsidiaries or affiliated business entities
participating in the Pension Plan.

            2.5   "Compensation" shall mean a Participant's compensation as
defined in the Pension Plan, but without regard to any limitations required by
Section 401(a)(17) of the Code, and including amounts voluntarily deferred at
the Participant's election under any of the nonqualified deferred compensation
plans of the Company.

            2.6   "Effective Date" shall mean February 20, 1995.

            2.7   "Maximum Benefit" shall mean the monthly equivalent of the
maximum benefit permitted by the Code to be paid to a participant in the
Company's Pension Plan, taking into account all limitations required by the
Code in order for the Pension Plan to retain its qualified status under
Section 401 of the Code.

            2.8   "Participant" shall mean any employee of the Company who is
an active Participant in the Pension Plan on or after the Effective Date and
whose pension benefits determined on the basis of the provisions of the
Pension Plan, without regard to the limitations of the Code, would exceed the
Maximum Benefits permitted under the Code.

            2.9   "Plan" shall mean the Boise Cascade Office Products
Corporation Supplemental Pension Plan, as amended from time to time, which
shall be an unfunded plan providing benefits for a select group of senior
management or highly compensated employees of the Company.

            2.10  "Unrestricted Benefit" shall mean the maximum monthly
normal, early, or deferred vested (or disability) retirement benefit,
whichever is applicable, which a Participant has earned, calculated in
accordance with the benefit formula under the Pension Plan and determined
without regard to any limitations imposed by the Code, including but not
limited to limitations under Code Sections 401(a)(17) and 415.  The amount of
the Unrestricted Benefit shall be based on a Participant's Compensation as
defined in this Plan.

            2.11  All capitalized terms used herein not otherwise defined
shall have the meaning ascribed to such terms under the Pension Plan.


                                 ARTICLE III

      3.    Benefits.

            3.1   Normal Retirement Benefit.  Upon the Normal Retirement of a
Participant, as defined in the Pension Plan, a Participant shall be entitled
to a monthly benefit under this Plan equal in amount to his or her
Unrestricted Benefit minus the Maximum Benefit.

            3.2   Early Retirement Benefit.  Upon the early retirement of a
Participant as provided under the Pension Plan, such Participant shall be
entitled to a monthly benefit under this Plan equal to his or her Unrestricted
Benefit minus the Maximum Benefit.

            3.3   Deferred Vested Retirement Benefit.  If a Participant
terminates employment with the Company and is entitled to a deferred vested
retirement benefit provided under the Pension Plan, such Participant shall be
entitled to a monthly benefit under this Plan equal to his or her Unrestricted
Benefit minus the Maximum Benefit.

            3.4   Spousal Pension Benefit.  Subject to Section 3.5 below, on
the death of a Participant whose spouse is eligible for a pre- or post-
retirement surviving spouse benefit under the Pension Plan, the Participant's
surviving spouse shall be entitled to a monthly benefit equal to the surviving
spouse benefit determined in accordance with the provisions of the Pension
Plan without regard to the limitations under the Code, minus the Maximum
Benefit.

            3.5   Forms of Benefit Payment.

                  (a)   If on the date of a Participant's termination of
employment with the Company his or her accrued vested benefit under this Plan
is less than $5,000 in present value (calculated in accordance with present
value determinations under the Pension Plan), such benefit shall be
distributed in a lump sum on or about February 1 of the calendar year
following the year in which termination of employment occurred.

                  (b)   If on the date of a Participant's termination of
employment with the Company his or her accrued vested benefit under this Plan
is equal to or greater than $5,000 in present value (calculated in accordance
with present value determinations under the Pension Plan), such benefit shall
be distributed in a lump sum on or about February 1 of the calendar year
following the year in which termination of employment occurred, unless the
Participant elects a form of benefit payment described in subsection (i) or
(ii) below:

                        (i)  A Participant described in paragraph (b) above
may elect to have benefits payable under Sections 3.1, 3.2, 3.3, or 3.4 of
this Article III paid in such form and at such time as benefits are paid to
the Participant (or beneficiary, if applicable) under the Pension Plan; or

                        (ii)  A Participant described in paragraph (b) above
may elect to have his or her benefit paid in monthly installments over a
period not to exceed 15 years, commencing no later than the first of the month
following the Participant's 65th birthday.  A Participant electing this form
of distribution shall be eligible to receive, upon written request to the
Company at any time after payment of benefits has commenced, to have the
present value of his or her unpaid benefit distributed in a lump sum.  Any
such lump sum distribution, less a ten percent penalty, shall be paid as soon
as administratively feasible after the Company's receipt of such request.

            3.6   Withholding of Taxes.   All applicable taxes may be withheld
by the Company or its agent from benefit payments made pursuant to this Plan.


                                    ARTICLE IV

      4.    Plan Administration.

            4.1   Administrator.  The Plan shall be administered by the
Company, acting through the Boise Cascade Corporation Retirement Committee
(the "Retirement Committee"), which shall have complete and unrestricted
authority to interpret the Plan, issue such administrative rules and
procedures and it deems appropriate, and delegate responsibilities as it deems
appropriate in its sole discretion.  The Retirement Committee or its delegate
shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing the payments hereunder.  The Retirement
Committee's interpretations, determinations, procedures, and calculations
shall be final and binding on all persons and parties concerned.

            4.2   Amendment and Termination.  The Company may amend or
terminate the Plan at any time, acting through the Executive Compensation
Committee of the Company's board of directors, provided, however, that no such
amendment or termination shall adversely affect a benefit to which a
Participant or his or her beneficiary is entitled under Article III prior to
the effective date of such amendment or termination unless such Participant or
beneficiary becomes entitled to an amount equal to such benefit under another
plan or policy adopted by the Company.

            4.3   Payments.  The Company will pay all benefits arising under
this Plan and all costs, charges, and expenses relating hereto.

            4.4   Nonassignability of Benefits.  The benefits payable
hereunder or the right to receive future benefits under the Plan may not be
anticipated, alienated, pledged, encumbered, or subjected to any charge or
legal process, and if any attempt is made to do so, or a person eligible for
any benefit becomes bankrupt, the interest under the Plan of the person
affected may be terminated by the administrator which, in its sole discretion,
may cause the same to be held or applied for the benefit of one or more of the
dependents of such person or make any other disposition of such benefits that
it deems appropriate in its sole discretion.

            4.5   Status of Plan.  The benefits under this Plan shall not be
funded but shall constitute liabilities by the Company payable when due.

            4.6   Nonguarantee of Employment.  Nothing contained in this Plan
shall be construed as a contract of employment between the Company and any
Participant, or as a right of any Participant to be continued in employment of
the Company, or as a limitation on the right of the Company to terminate the
employment of any of its employees, with or without cause.

            4.7   Applicable Law.  All questions pertaining to the
construction, validity, and effect of this Plan shall be determined in
accordance with the laws of the United States and, to the extent not preempted
by such laws, by the laws of the state of Delaware.

            4.8   Appeals Procedure.  Claims for benefits under this Plan
shall be subject to determination and review by the Company.  If any
Participant disagrees with the Company's determination of benefits hereunder,
the Participant shall have the right to appeal the Company's determination in
accordance with procedures adopted by the Company applicable to appeals under
the Pension Plan.