Exhibit 10.27

2003 BOISE INCENTIVE AND PERFORMANCE PLAN  (As amended through December 12, 2003)

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Table of Contents

|Section |  | Page                                  
|------- |  | --------------------------------------
|1.      |  | Purpose and Establishment             
|2.      |  | Definitions                           
|3.      |  | Stock Subject to the Plan             
|4.      |  | Administration of the Plan            
|5.      |  | Eligibility                           
|6.      |  | Awards under the Plan; Agreement      
|7.      |  | Options                               
|8.      |  | Stock Appreciation Rights             
|9.      |  | Restricted Stock                      
|10.     |  | Restricted Stock Units                
|11.     |  | Performance Units                     
|12.     |  | Performance Shares                    
|13.     |  | Annual Incentive Awards               
|14.     |  | Stock Bonuses                         
|15.     |  | Rights as a Shareholder               
|16.     |  | Employment Not Guaranteed             
|17.     |  | Securities Matters                    
|18.     |  | Withholding Taxes                     
|19.     |  | Amendment and Termination             
|20.     |  | Transfers Upon Death; Nonassignability
|21.     |  | Expenses and Receipts                 
|22.     |  | Deferral of Awards                    
|23.     |  | Change in Control Provisions          
|24.     |  | Claims Procedure                      
|25.     |  | Claims Review Procedure               
|26.     |  | Lawsuits; Venue; Applicable Law       
|27.     |  | Participant Rights                    
|28.     |  | Unsecured General Creditor            
|29.     |  | No Fractional Shares                  
|30.     |  | Beneficiary                           
|31.     |  | Section 162(m)                        
|32.     |  | Form of Communication                 
|33.     |  | Severability                          
|34.     |  | Effective Date and Term of Plan       

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2003 BOISE INCENTIVE AND PERFORMANCE PLAN

1.Purpose and Establishment.



2.Definitions.As used in the Plan, the following definitions apply to the terms indicated below:



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3.Stock Subject to the Plan.



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4.Administration of the Plan.



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5.Eligibility.The persons who shall be eligible to receive Awards pursuant to the Plan shall be employees of
the Company and its subsidiaries and affiliates (including officers of the Company, whether or not they are directors of the Company), selected by the Committee from time to time, and Directors. The
grant of an Award at any time to any person shall not entitle that person to a grant of an Award at any future time.

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6.Awards under the Plan; Agreement.Awards that may be granted under the Plan consist of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, Annual Incentive Awards, and Stock Bonuses, all as described below.

Each
Award granted under the Plan, except unconditional Stock Bonuses, shall be evidenced by an Agreement which shall contain such provisions as the Committee may, in its sole
discretion, deem necessary or desirable which are not in conflict with the terms of the Plan. By accepting an Award, a Participant agrees that the Award shall be subject to all of the terms and
provisions of the Plan and the applicable Agreement.

7.Options.



7.2Exercise of Options.



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8.Stock Appreciation Rights.



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9.Restricted Stock.



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9.5Issuance of Certificates.



10.Restricted Stock Units.



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11.Performance Units.



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12.Performance Shares.



13.Annual Incentive Awards.



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14.Stock Bonuses.Subject to the terms of the Plan, a Stock Bonus may be granted to Participants at any time as
determined by the Committee. If the Committee grants a Stock Bonus, a certificate for the shares of Stock constituting the Stock Bonus shall be issued in the name of the Participant to whom the grant
was made and delivered as soon as practicable after the date on which the Stock Bonus is payable.

15.Rights as a Shareholder.Except as otherwise provided in Section 9.4 with respect to Restricted
Stock, no person shall have any rights as a shareholder with respect to any shares of Stock covered by or relating to an Award until the date of issuance of a stock certificate with respect to the
shares. Except as otherwise provided in Sections 3.3 and 12.1, no adjustment to any Award shall be made for dividends or other rights for which the record date occurs prior to the date the stock
certificate is issued.

16.Employment Not Guaranteed.This Plan is not intended to and does not create a contract of employment in any
manner. Employment with the Company is at will, which means that either the employee or the Company 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.

17.Securities Matters.



18.Withholding Taxes.When cash is to be paid pursuant to an Award, the Company may deduct an amount sufficient
to satisfy any federal and state taxes required by law to be withheld. When shares of Stock are to be delivered pursuant to an Award, the Company may require the Participant to remit to the Company in
cash an amount sufficient to satisfy any federal and state taxes required by law to be withheld. With the Committee's approval, a Participant may satisfy the foregoing requirement by electing to have
the Company withhold from delivery shares of Stock having a value equal to the tax to be withheld. The shares shall be valued at Fair Market Value on the date the amount of tax to be withheld is
determined. Fractional share amounts shall be settled in cash. Notwithstanding the foregoing, (i) if the Company is not using APB Opinion 25 to account for equity awards in its financial
statements, or (ii) with respect to Annual Incentive Awards or Awards of Performance Units, the Company may permit Participants to elect in writing, subject to restrictions imposed by the
Company, to have additional tax withheld in a total amount equal to the tax that could be imposed on the transaction.

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19.Amendment and Termination.The Board of Directors may, at any time, amend or terminate the Plan; provided
that no amendment shall be made without shareholder approval if approval is required under applicable law or if the amendment would (a) decrease the grant or exercise price of any Stock-based
Award to less than the Fair Market Value on the date of grant, (b) increase the total number of shares of Stock available under the Plan, or (c) materially increase the cost of the Plan
to the company or the benefits to Participants. Any amendment or termination shall not adversely affect the vested or accrued rights or benefits of any Participant without the Participant's prior
consent.

20.Transfers Upon Death; Nonassignability.Upon the death of a Participant, outstanding Awards granted to the
Participant may be exercised only by the executor or administrator of the Participant's estate or by a person who has acquired the right to exercise by will or the laws of descent and distribution. No
transfer of an Award by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee has been furnished with (a) written notice and a copy of the
will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer, and (b) an agreement by the transferee to comply with all the terms and conditions of
the Award that would have applied to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Award.

During
the lifetime of a Participant, no Award is transferable, except that the Committee may, in its sole discretion, permit the transfer of an outstanding Award to the extent allowable
under then-current law. Subject to applicable law, the Committee's approval, and any conditions that the Committee may prescribe, a Participant may, upon providing written notice to the
secretary of the Company, elect to transfer an Award to a member or members of his or her immediate family (including, but not limited to, children, grandchildren, and spouse, or a trust for the
benefit of immediate family members or a partnership in which immediate family members are the only partners) or to other persons or entities approved by the Committee; provided, however, that no
transfer by any Participant may be made in exchange for consideration.

21.Expenses and Receipts.The expenses of the Plan shall be paid by the Company. Any proceeds received by the
Company in connection with any Award may be used for general corporate purposes.

22.Deferral of Awards.A Participant may elect to defer or the Committee may require the deferral of receipt of
all or any portion of any Award to a future date as provided in and subject to the terms of the Company's 2001 Key Executive Deferred Compensation Plan or any successor plan, the Agreement, and rules
and procedures established by the Committee regarding Award deferrals.

23.Change in Control Provisions.



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24.Claims Procedure.Claims for benefits under the Plan shall be filed in writing, within 90 days after
the event giving rise to a claim, with the Company'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 the Company. The claim shall 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 compensation manager shall notify the claimant in writing. This written notice shall:



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25.Claims Review Procedure.Any Participant, former Participant, or Beneficiary of either, who has been denied
a benefit claim, 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 24 and shall be filed with the Company's compensation manager. The manager shall promptly inform the
Company's senior human resources officer. 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 and refer to the Plan provisions upon which the decision is based.

26.Lawsuits; Venue; Applicable Law.No lawsuit claiming entitlement to benefits under this Plan may be filed
prior to exhausting the claims and claims review procedures described in Sections 24 and 25. Any lawsuit must be initiated no later than (a) one year after the event(s) giving rise to the claim
occurred, or (b) 60 days after a final written decision was provided to the claimant under Section 25, whichever is sooner. Any legal action involving benefits claimed or legal
obligations relating to or arising under this Plan may be filed only in Federal District Court in the city of Boise, Idaho. Federal law shall be applied in the interpretation and application of this
Plan and the resolution of any legal action. To the extent not preempted by federal law, the laws of the state of Delaware shall apply.

27.Participant Rights.No Participant shall have any claim to be granted any Award under the Plan, and there is
no obligation to treat Participants uniformly.

28.Unsecured General Creditor.Participants and their beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, interest, or claims in any property or assets of the Company. The assets of the Company shall not be held under any trust for the benefit of Participants, their
beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all Company assets shall be, and
remain, the general, unpledged, unrestricted assets of the Company. The Company's obligation under the Plan shall be an unfunded and unsecured promise of the Company.

29.No Fractional Shares.No fractional shares of Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of any fractional shares or whether fractional shares or any rights to fractional shares shall
be forfeited or otherwise eliminated.

30.Beneficiary.A Participant who is an Executive Officer or Director may file with the Committee a written
designation of a beneficiary on the form prescribed by the Committee and may, from time to time, amend or revoke the designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant's estate shall be deemed to be the Participant's beneficiary.

31.Section 162(m).The Plan is designed and intended, and all provisions shall be construed in a manner,
to comply, to the extent applicable, with Section 162(m) of the Code and the regulations thereunder. To the extent permitted by Section 162(m), the Committee shall have sole discretion
to

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reduce
or eliminate the amount of any Award which might otherwise become payable upon attainment of a Performance Goal.

32.Form of Communication.Any election, application, claim, notice, or other communication required or
permitted to be made by a Participant to the Committee or the Company shall be made in writing and in such form as the Company may prescribe. Any communication shall be effective upon receipt by the
Company's compensation manager at 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728.

33.Severability.If any provision of the Plan is held to be invalid or unenforceable, the other provisions of
the Plan shall not be affected.

34.Effective Date and Term of Plan.The Plan shall be effective on January 1, 2003, subject to the
approval of the shareholders of the Company. In the absence of shareholder approval, any Awards shall be null and void. The Plan will expire on April 16, 2013. The Board of Directors or the
Committee may terminate the Plan at any time prior to April 16, 2013. Awards outstanding at the expiration or termination of the Plan shall remain in effect according to their terms and the
provisions of the Plan.

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