SUPPLEMENTAL PENSION PLAN

BOISE PAPER HOLDINGS, L.L.C.

SUPPLEMENTAL PENSION PLAN

ARTICLE I

1.              Purpose of the Plan . It is the policy of Boise Paper Holdings, L.L.C. (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, as amended. 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” means the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

2.2            “BCC SUPP” means the Boise Cascade Corporation Supplemental Pension Plan (As Amended Through September 26, 2003), now known as the OfficeMax Incorporated Supplemental Pension Plan.

2.3            “BCLLC SUPP” means the Boise Cascade, L.L.C. Supplemental Pension Plan.

2.4            “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.5            “Company” means Boise Paper Holdings, L.L.C., and any of its subsidiaries or affiliated business entities participating in the Pension Plan.

2.6            “Compensation” means 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.

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2.7            “Effective Date” means February 22, 2008.

2.8            “Frozen Benefit” means (i) the monthly benefit that would have been paid to a Transferred Participant under the BCC SUPP as if such participant had been eligible to retire with a fully vested benefit and had retired under the terms of the Boise Cascade Corporation Pension Plan for Salaried Employees as of October 28, 2004, plus (ii) the monthly benefit that would have been paid to that Transferred Participant under the BCLLC SUPP as if such participant had been eligible to retire with a fully vested benefit and had retired under the terms of the Boise Cascade, L.L.C. Pension Plan for Salaried Employees as of February 21, 2008. In the event that either the BCC SUPP or the BCLLC SUPP is terminated prior to the payment of any benefits under this Plan and/or a Participant receives a payout of his or her benefits under such plan(s), such payout (or the actuarial equivalent thereof) shall be the Frozen Benefit.

2.9            “Maximum Benefit” means 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.

2.10          “Participant” means 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.

2.11          “Pension Plan” means the Boise Paper Holdings, L.L.C. Pension Plan for Salaried Employees, as amended from time to time.

2.12          “Plan” means this Boise Paper Holdings, L.L.C. Supplemental Pension Plan, as amended from time to time, which is an unfunded plan providing benefits for a select group of senior management or highly compensated employees of the Company.

2.13          “Plan Administrator” means the individual(s) designated by the Company as the Plan Administrator for purposes of compliance with the requirements of the Act.

2.14          “Separation from Service” means the Participant’s ceasing to be employed by the Company for any reason whatsoever, whether voluntarily or involuntarily, including without limitation by reason of early retirement, normal retirement, or death, provided that transfer from the Company to a subsidiary or vice versa shall not be deemed a Separation from Service for purposes of this Plan. A Separation from Service shall also occur if (a) the Participant is on a leave of absence that exceeds 6 months and the Participant does not have a statutory or contractual right of reemployment, in which case, Separation from Service shall be deemed to have occurred on the first day following the 6-month period, (b) the Participant is on a leave

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of absence that exceeds 6 months and the Participant’s statutory or contractual right of reemployment ends, in which case Separation from Service shall be deemed to have occurred on the first day following the end of the right of reemployment, or (c) the Company and the Participant reasonably anticipate that the level of services the Participant will perform for the Company (whether as an employee or an independent contractor) will permanently decrease to 20% or less of the average level of services performed for the Company over the preceding 36 months. Determination of whether a Separation from Service has occurred will be made subject to the facts and circumstances of each situation and will comply with Internal Revenue Code Section 409A.

2.15          “Specified Employee” means a “specified employee” as defined in Treasury Regulation §1.409A-1(i) (or any successor regulation). For purposes of identifying Specified Employees, the specified employee identification date is December 31 st  of each year and the specified employee effective date is April 1 st  of each year.

2.16          “Transferred Participant” means any employee of the Company who was (i) an active participant in the Boise Cascade Corporation Spun-off Pension Plan for Salaried Employees immediately before October 29, 2004, and/or (ii) an active participant in the Boise Cascade, L.L.C. Spun-off Pension Plan for Salaried Emp