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                                                                   EXHIBIT 10.27














                            MARINER HEALTH CARE, INC.
                  2003 OUTSIDE DIRECTORS' STOCK INCENTIVE PLAN

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                            MARINER HEALTH CARE, INC.
                  2003 OUTSIDE DIRECTORS' STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS


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SECTION 1. INTRODUCTION.....................................................1


SECTION 2. DEFINITIONS......................................................1


SECTION 3. ADMINISTRATION...................................................3


SECTION 4. TERMS OF ALL STOCK INCENTIVES....................................3


SECTION 5. DEFERRAL OF STOCK INCENTIVES.....................................5


SECTION 6. SHARES SUBJECT TO PLAN...........................................6


SECTION 7. TERM OF PLAN.....................................................6


SECTION 8. INDEMNIFICATION OF BOARD OF DIRECTORS............................6


SECTION 9. AMENDMENT AND TERMINATION OF THE PLAN............................7


SECTION 10.  ADJUSTMENT IN SHARES...........................................7


SECTION 11.  WITHHOLDING TAXES..............................................8


SECTION 12.  RIGHTS AS A STOCKHOLDER........................................8


SECTION 13. GOVERNING LAW...................................................8
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                            MARINER HEALTH CARE, INC.
                  2003 OUTSIDE DIRECTORS' STOCK INCENTIVE PLAN



                             SECTION 1. INTRODUCTION

         The Mariner Health Care, Inc. 2003 Outside Directors' Stock Incentive
Plan (the "Plan") provides the Company with the ability to grant non-employee
directors shares of common stock of Mariner Health Care, Inc. and/or
nonqualified stock options to purchase shares of common stock of Mariner Health
Care, Inc. The Plan constitutes an amendment and restatement of the Mariner
Health Care, Inc. 2002 Outside Directors' Stock Option Plan (the "2002 Plan").

                             SECTION 2. DEFINITIONS

         2.1.     Definitions. The following words and phrases shall, when used
herein, have the meanings set forth below:

                  (a)      "Act" means the Securities Exchange Act of 1934, as
        amended.

                  (b)      "Affiliate" means

                           (1)      Any Subsidiary or Parent,

                           (2)      An entity that directly or through one or
                  more intermediaries controls, is controlled by, or is under
                  common control with the Company, as determined by the Company,
                  or

                           (3)      Any entity in which the Company has such a
                  significant interest that the Company determines it should be
                  deemed an "Affiliate", as determined in the sole discretion of
                  the Company.

                  (c)      "Agreement" means an agreement, subject to the terms
         of the Plan, documenting the terms of a Stock Incentive.

                  (d)      "Board of Directors" or "Board" means the Board of
         Directors of the Company.

                  (e)      "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (f)      "Company" means Mariner Health Care, Inc., a Delaware
         corporation.

                  (g)      "Common Stock" means the Company's common stock.

                  (h)      "Compensation Committee" means the Compensation
         Committee of the Board of Directors.

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                  (i)      "Director" means a director of the Company.

                  (j)      "Disability" has the same meaning as provided in the
         long-term disability plan or policy maintained or, if applicable, most
         recently maintained, by the Company or, if applicable, any Affiliate
         for Director. If no long-term disability plan or policy was ever
         maintained on behalf of the Director or, the determination of
         Disability relates to an Option, Disability means that condition
         described in Code Section 22(e)(3), as amended from time to time. In
         the event of a dispute, the determination of Disability will be made by
         the Compensation Committee and will be supported by advice of a
         physician competent in the area to which such Disability relates.

                  (k)      "Employee" means any person who is employed by the
         Company or an Affiliate for purposes of the Federal Insurance
         Contributions Act.

                  (l)      "Fair Market Value" with regard to a date means:

                           (1)      the price at which Common Stock shall have
                  been sold on that date or the last trading date prior to that
                  date as reported by the national securities exchange selected
                  by the Compensation Committee on which the shares of Common
                  Stock are then actively traded or, if applicable, as reported
                  by the NASDAQ Stock Market.

                           (2)      if such market information is not published
                  on a regular basis, the price of Common Stock in the
                  over-the-counter market on that date or the last business day
                  prior to that date as reported by the NASDAQ Stock Market or,
                  if not so reported, by a generally accepted reporting service.

                           (3)      if Common Stock is not publicly traded, as
                  determined in good faith by the Compensation Committee with
                  due consideration being given to (i) the most recent
                  independent appraisal of the Company, if such appraisal is not
                  more than twelve months old and (ii) the valuation methodology
                  used in any such appraisal.

                  For purposes of Paragraphs (1), (2), or (3) above, the
                  Compensation Committee may use the closing price as of the
                  applicable date, the average of the high and low prices as of
                  the applicable date or for a period certain ending on such
                  date, the price determined at the time the transaction is
                  processed, the tender offer price for shares of Common Stock,
                  or any other method which the Compensation Committee
                  determines is reasonably indicative of the fair market value.

                  (m)      "Option" means an option to purchase Common Stock
         described in Section 4.2.

                  (n)      "Parent" means any corporation (other than the
         Company) in an unbroken chain of corporations ending with the Company
         if at the time of the granting of the Option, each of the corporations
         other than the Company owns stock possessing 50% of more of the total
         combined voting power of all classes of stock in one of the other
         corporations in such


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         chain. A Parent shall include any entity other than a corporation to
         the extent permissible under Section 424(f) or regulations and rulings
         thereunder.

                  (o)      "Subsidiary" means any corporation (other than the
         Company) in an unbroken chain of corporations beginning with the
         Company if at the time of the granting of the Option, each of the
         corporations other than the last corporation in the unbroken chain owns
         stock possessing 50% or more of the total combined voting power of all
         classes of stock in one of the other corporations in the chain. A
         Subsidiary shall include any entity other than a corporation to the
         extent permissible under Section 424(f) or regulations or rulings
         thereunder.

                  (p)      "Share" means a share of Common Stock.

                  (q)      "Stock Award" means an award of Common Stock
         described in Section 4.3.

                  (r)      "Stock Incentives" means, collectively, Options and
         Stock Awards.

                            SECTION 3. ADMINISTRATION

         3.1      Administration. The Plan shall be administered by the
Compensation Committee.

         3.2      Finality. The Compensation Committee shall have the authority
in its sole discretion to interpret the Plan, to grant Stock Incentives under
and in accordance with the provisions of the Plan, and to make all other
determinations and to take all other actions it deems necessary or advisable for
the implementation and administration of the Plan or Agreements thereunder. All
actions of the Compensation Committee shall be final, conclusive and binding
upon all Participants. No member of the Compensation Committee shall be liable
for any action taken or decision made in good faith relating to the Plan or any
grant of a Stock Incentive thereunder. All Stock Incentives granted pursuant to
the Plan shall be evidenced by an Agreement and shall be subject to the terms of
the Plan and such additional terms are as set forth in the Agreement.

         3.3      Eligibility. Only Directors who are not Employees of the
Company or an Affiliate shall be eligible to receive Stock Incentives under the
Plan on the terms and subject to the restrictions hereinafter set forth.

                    SECTION 4. TERMS OF ALL STOCK INCENTIVES

         4.1      Terms and Conditions of All Stock Incentives.

                  (a)      The number of Shares as to which a Stock Incentive
         may be granted will be determined by the Committee in its sole
         discretion, subject to the provisions of Section 6 as to the total
         number of Shares available for grants under the Plan.

                  (b)      Each Stock Incentive will be evidenced by an
         Agreement in such form and containing such terms, conditions and
         restrictions as the Committee may determine to be appropriate. The
         Compensation Committee may amend the terms of an Agreement after the

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         date of grant of the Stock Incentive to which it relates, subject to
         the terms of the Plan. Each Agreement is subject to the terms of the
         Plan and any provisions contained in the Agreement that are
         inconsistent with the Plan are null and void.

                  (c)      The date a Stock Incentive is granted will be the
         date on which the Compensation Committee has approved the terms and
         conditions of the Stock Incentive and has determined the recipient of
         the Stock Incentive and the number of shares covered by the Stock
         Incentive, and has taken all such other actions necessary to complete
         the grant of the Stock Incentive.

                  (d)      Any Stock Incentive may be granted in connection with
         all or any portion of a previously or contemporaneously granted Stock
         Incentive. Exercise or vesting of a Stock Incentive granted in
         connection with another Stock Incentive may result in a pro rata
         surrender or cancellation of any related Stock Incentive, as specified
         in the applicable Agreement.

                  (e)      Stock Incentives are not transferable or assignable
         except by will or by the laws of descent and distribution and are
         exercisable, during the Participant's lifetime, only by the
         Participant; or in the event of the Disability of the Participant, by
         the legal representative of the Participant; or in the event of death
         of the Participant, by the legal representative of the Participant's
         estate or if no legal representative has been appointed, by the
         successor in interest determined under the Participant's will;
         provided, however, that the Compensation Committee may waive any of the
         provisions of this Section or provide otherwise as to any Stock
         Incentives.

         4.2      Terms and Conditions of Options.

                  (a)      The terms of each Agreement reflecting an Option
         shall provide that the per share purchase price for each Share subject
         to the Option shall be the Fair Market Value as of the date of grant,
         and that the Option shall expire upon the earlier of the tenth (10th)
         anniversary following the date of grant or, subject to the condition
         that an Option may not be exercised past the expiration of its term,
         within one year after the date the Director ceases to serve upon the
         Board of Directors for any reason.

                  (b)      All Options may be exercised to the extent vested.
         All Options may be exercised only by written notice to the Company.
         Payment for all Shares purchased pursuant to exercise of an Option
         shall be made (a) in cash; (b) by delivery to the Company of a number
         of Shares which have been beneficially owned by the Participant for at
         least six (6) months prior to the date of exercise having an aggregate
         Fair Market Value of not less than the product of the exercise price
         multiplied by the number of shares the Participant intends to purchase
         upon exercise of the Option on the date of delivery; or (c) to the
         extent available, in a cashless exercise through a broker. Payment
         shall be made at the time that the Option or any part thereof is
         exercised, and no shares shall be issued or delivered upon exercise of
         an Option until full payment has been made. The holder of an Option, as
         such, shall have none of the rights of a shareholder of the Company.


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         4.3      Terms and Conditions of Stock Awards. The number of Shares
subject to a Stock Award and restrictions or conditions on such Shares, if any,
will be as the Compensation Committee determines, and the certificate for such
Shares will bear evidence of any restrictions or conditions. The Compensation
Committee may require a cash payment from the Participant in an amount no
greater than the aggregate Fair Market Value of the Shares awarded determined at
the date of grant in exchange for the grant of a Stock Award or may grant a
Stock Award without the requirement of a cash payment.

                     SECTION 5. DEFERRAL OF STOCK INCENTIVES

         5.1      Deferral. If permitted by the Compensation Committee, the
Director may defer the receipt of Shares from the exercise of the Option or
defer the receipt of Shares from the Stock Award.

         5.2      Elections. Unless otherwise determined by the Committee, the
deferral election with regard to an Option must be made by the Director in the
calendar year prior to the date of exercise of the Option. Unless otherwise
determined by the Committee, the deferral election with regard to a Stock Award
must be made either in the calendar year before the Stock Award has been
granted, before the Director has accepted the Stock Award (in the case of a
Stock Award that is offered to the Director in exchange for something of value,
such as the surrender of an Option), or in the calendar year before the Stock
Award is vested. Subject to Section 5.6, any deferral election will be
irrevocable. Unless otherwise determined by the Compensation Committee, the
Director's deferral election may apply to all or part of the Shares subject to
the Option or the Stock Award, and in the case of an Option may be limited to
the Shares attributable to what would otherwise be the taxable income recognized
as a result of the exercise of the Option. Unless the Compensation Committee
mandates a different deferral period, the deferral period will end on a date or
event elected by the Director, but not later than thirty days after the
Director's death.

         5.3      Units. If a Director defers receipt of Shares, the Company's
obligation to issue the Shares will be reflected in a bookkeeping account in the
form of units ("Units"), with each Unit representing the Company's obligation to
issue one share. The Units will be credited to the account as of the date the
Director exercises an Option, or with respect to a Stock Award, as of the later
of the date the Stock Award would be granted in the absence of the Director's
deferral election and the date of the Director's deferral election. All deferral
elections and the terms of each deferral will be reflected in a written
agreement. Units will be adjusted or modified pursuant to the Plan in the same
manner as Shares and Stock Incentives are adjusted or modified pursuant to
Section 10.

         5.4      Cash or Property Dividends. If cash or property dividends
(other than dividends payable in form of Common Stock) are payable on Shares as
to which the record date is later than the date as of which the Units are
credited to the account, each such Unit will also include the right to receive
the same cash or property as the dividend per Share.

         5.5      Non-Transferability of Units. Units will be subject to the
same restrictions on transfer as apply to Stock Incentives pursuant to Section
4.1(e).


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         5.6      Unforeseeable Emergency. In the event of an Unforeseeable
Emergency, the Director may terminate the deferral period but only to the extent
of the number of Shares and dividends thereon necessary to meet the emergency
and only to the extent that the hardship is not or cannot be relieved through
reimbursement or compensation by insurance or otherwise, by liquidation of the
Director's assets to the extent such liquidation would not itself cause severe
financial hardship, or by cessation of further deferrals under the Plan.
Unforeseeable Emergency means an unanticipated emergency that is caused by an
event beyond the control of the Director that would result in severe financial
hardship to the Director if payment before the conclusion of the deferral period
were not permitted.

         5.7      Payment of Deferrals. The Units will be payable in the form of
the corresponding number of Shares at the conclusion of the deferral period
pursuant to Section 5.2 or upon an event described in Section 5.6. Payment will
only be made to the extent that the Director is vested in the underlying Stock
Incentive and if all or a portion of a Stock Incentive relating to a Unit is
forfeited, the corresponding Unit will be forfeited.

         5.8      Unfunded. The obligation reflected by the Units (and any
dividends relating thereto) will not be funded, and the Units will represent the
unsecured obligation of the Company to issue Shares and dividends.

                        SECTION 6. SHARES SUBJECT TO PLAN

         The aggregate number of Shares which may be issued under the Plan shall
at no time exceed one hundred seventy-five thousand (175,000). This number shall
include and not be in addition to the one hundred seventy-five thousand
(175,000) Shares previously reserved under the 2002 Plan. The Shares
attributable to the nonvested, unpaid, unexercised, unconverted or otherwise
unsettled portion of any Stock Incentive that is forfeited or cancelled or
expires or terminates for any reason without becoming vested, paid, exercised,
converted or otherwise settled in full will again be available for purposes of
the Plan. The limitation established by this Section shall be subject to
adjustment in accordance with the provisions of the Plan. In the event that an
Optionee delivers Shares as payment of the exercise price for an Option, such
Shares may be available for issuance under the Plan.

                             SECTION 7. TERM OF PLAN

         The Plan, as amended and restated, shall be effective on July 30, 2003,
the date of its approval by the Board of Directors, and shall continue to be
effective July 30, 2013, unless sooner terminated by the Board of Directors
pursuant to the terms of the Plan.

                SECTION 8. INDEMNIFICATION OF BOARD OF DIRECTORS

         In addition to such other rights of indemnification that the members of
the Board of Directors may have, each member of the Board of Directors shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
it may be a party by reason of any action taken or failure to act under or in
connection with the Plan or


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any Stock Incentive granted thereunder, and against all amounts paid by it in
settlement thereof (provided the settlement has received the prior approval of
the Company) or paid by it in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in the action, suit or proceeding that the Board member is liable for
negligence or misconduct in the performance of its duties; provided that
promptly after institution of the action, suit or proceeding the Board member
shall in writing offer the Company the opportunity, at its own expense, to
handle and defend such matter. Upon the delivery to the Board member of written
notice of assumption by the Company of the defense of such matter, the Company
will not be responsible to the Board member for any further fees and
disbursements relating to the defense of such matter, including fees and
disbursements of counsel.

                SECTION 9. AMENDMENT AND TERMINATION OF THE PLAN

         The Board of Directors at any time may amend or terminate the Plan
without the approval of the shareholders of the Company; provided, however, that
the Board of Directors may condition any amendment on the approval of the
shareholders of the Company if such approval is necessary or advisable with
respect to tax, securities or other applicable laws to which the Company, the
Plan or Participants are subject. No amendment or termination of the Plan shall
adversely affect the rights of a Participant with regard to his Stock Incentives
without his consent.

                        SECTION 10. ADJUSTMENT IN SHARES

         If (i) the number of Shares shall be increased or reduced by a change
in par value, split-up, stock split, reverse stock split, reclassification,
merger, consolidation, distribution of stock dividends or similar capital
adjustments, or (ii) the Company engages in a transaction for which the
Compensation Committee determines an adjustment is appropriate, then the
Compensation Committee may make an adjustment in the number and kind of Shares
available under the Plan. In addition, the Compensation Committee may, in its
sole and absolute discretion, make an adjustment in the number, kind and price
of Shares as to which outstanding Stock Incentives, or the portions thereof then
unexercised, shall be subject, to the end that the Participant's proportionate
interest is maintained as before the occurrence of the event. An adjustment in
outstanding Options will be made without change in the total price applicable to
the unexercised portion of the Option and, if necessary, with a corresponding
adjustment in the exercise price per share. Any fractional Shares resulting from
such adjustments shall be eliminated. All adjustments made by the Compensation
Committee under this Section shall be conclusive.

         In the event of a merger, consolidation or other reorganization of the
Company or tender offer for Shares, the Compensation Committee may make such
adjustments with respect to Stock Incentives and take such other action as it
deems necessary or appropriate to reflect such merger, consolidation,
reorganization or tender offer, including, without limitation, substitution of
new awards, adjustment of outstanding Stock Incentives, acceleration of Stock
Incentives, removal of restrictions on outstanding Stock Incentives, or
termination of outstanding Stock Incentives in exchange for the cash value
determined in good faith by the Compensation Committee. Any adjustment pursuant
to this Section may provide, in the Compensation Committee's discretion, for the
elimination without payment therefor of any fractional Shares that might
otherwise become


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subject to any Stock Incentives, but except as set forth in this Section may not
otherwise diminish the then value of the Stock Incentive.

                          SECTION 11. WITHHOLDING TAXES

         To the extent required by law, the Company shall have the right to
require the Participant to remit to the Company an amount sufficient to satisfy
any federal, state and local withholding tax requirement, if any, prior to the
delivery of any certificate or certificates for such Shares. A Participant must
pay the withholding tax in cash or by certified check or, if the Agreement
provides, by the Participant tendering Shares or by the Company deducting a
sufficient number of Shares from the Stock Incentive issued to satisfy
withholding taxes, in accordance with the Agreement.

                       SECTION 12. RIGHTS AS A SHAREHOLDER

         A Participant or a transferee of a Participant shall have no rights as
a shareholder of the Company with respect to any Shares until the date of the
issuance of a stock certificate to him for the Shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date the stock certificate is issued, except as otherwise provided
in the Plan or the Agreement.

                            SECTION 13. GOVERNING LAW

         The laws of the State of Delaware shall govern the Plan, to the extent
not preempted by federal law, without reference to the principles of conflict of
laws.



                                MARINER HEALTH CARE, INC.


                                By:
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                                Title:
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