Exhibit 10.35


 


BOISE PAPER HOLDINGS, L.L.C.


 


SUPPLEMENTAL LIFE PLAN


 


Effective February 22, 2008


 

















 


BOISE PAPER HOLDINGS, L.L.C.


SUPPLEMENTAL LIFE PLAN


 


1.                                       Purpose
of the Plan. The purpose of the Boise Paper Holdings, L.L.C. Supplemental
Life Plan (the “Plan”) is to provide officers who participate in the Plan with
an insured death benefit during employment and, in limited cases, after
retirement. Officers who become Participants may purchase a life insurance
policy from a designated insurance carrier. Policy premiums will be paid by
Boise Paper Holdings, 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 Compensation Committee of Boise Inc.’s Board of Directors.


 


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 elected officer who meets all applicable eligibility requirements
under Section 4.


 


2.8                                 “Pension
Plan” means the Boise Paper Holdings, L.L.C. 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.


 


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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 elected 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
regarding benefits, eligibility, participation and premium payment 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 elected officer of Boise (vice president or higher) who was elected as a
President or Vice President of Boise Cascade Corporation on or before July 31,
2003, as listed on Exhibit A;


 


4.2                                 Be
identified by the Committee as eligible to participate in the Plan; and


 


4.3                                 Have
an insurance policy in place under the Boise Cascade, L.L.C. Supplemental Life
Plan immediately prior to February 22, 2008, which policy shall be the
Insurance Policy for purposes of this Plan.


 


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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 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.


 


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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 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.


 


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.


 


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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,


 


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


 


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·                                          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.


 


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 


 


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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, Suite 200, P.O. Box 990050,
Boise, Idaho 83799-0050.


 


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 February 22, 2008.


 


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EXHIBIT A


 


Bob
Egan


Karen
Gowland


Miles
Hewitt


Judy
Lassa


Dick
Merson*


Bob
Strenge


 






*retired — premiums will
be paid through October 2013 (see Section 6.4)


 


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