**Exhibit 10.3**

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**BOISEINC.**

**Restricted Stock Unit Award Agreement**

**Directors**

 

**This**Restricted Stock Unit Award Agreement (the “Agreement”) is made as of May     ,2008 (the “Award Date”), by and between Boise Inc. (“Boise”) and                                       (“Director” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan(the “Plan”) and pursuant to the following terms:

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**1.**             Terms andConditions; Definitions.  This Award is subject to all the terms andconditions of the Plan.  All capitalizedterms not defined in this Agreement shall have the meaning stated in the Plan.

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2.             Award.  You are awarded                       restricted stock units (RSUs), at no cost to you, subject to the restrictionsset forth in the Plan and this Agreement. These RSUs are the “Award.”

 

3.             RestrictionPeriod.  The Award shall vest andbecome payable on February 28, 2009. Any units not vested on or before February 28, 2009, shall beforfeited.

 

4.             Termination asDirector.  If youseparate from service as a director before February 28, 2009, your Awardwill be treated as follows.

 

4.1           If your separation from service is due to yourdeath, disability (as defined pursuant to Section 409A of the InternalRevenue Code and the regulations thereunder), failure to be re-elected byshareholders as a director, or resignation following a Change in Control eventor other restructuring of Boise (as determined in the sole discretion of Boise’sboard of directors as constituted immediately prior to the Change in Control orrestructuring event), all RSUs not vested at the time of your Termination ofEmployment will vest and become payable on the date of your death, disability,or other separation from service.

 

4.2           If your separation from service is due to any reasonother than those enumerated in Section 4.1, a pro rata portion of theAward will vest and become payable on the date of your separation fromservice.  The pro rata portion will becalculated based on the number of full calendar months of your service as adirector from February 28, 2008, through the date of your termination ofservice as a director, divided by twelve. Any unvested RSUs remaining after the pro rata calculation will beforfeited.

 

4.3           For purposes of this Award, a separation fromservice as a director will not be deemed to have occurred if you continue toprovide services to Boise or a subsidiary as an independent contractor orconsultant or in any other capacity after you cease being a director.  In this case, your separation from servicewill be deemed to occur on the date your service contract expires 

 

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without intent to renew or to provide further services, or, if nocontract exists, on the date you cease providing all services to Boise and itssubsidiaries.  The determination ofwhether and when a separation from service has occurred will be made based onspecific facts and circumstances and will comply with the requirements of Section 409Aof the Internal Revenue Code and the regulations thereunder.

 

5.             No Transfer.  The RSUs awarded pursuant to this Agreementcannot be sold, assigned, pledged, hypothecated, transferred, or otherwiseencumbered prior to vesting.  Any attemptto transfer your rights in the awarded RSUs prior to vesting will result in theimmediate forfeiture of the awarded RSUs.

 

6.             Rights.  With respect to the awarded RSUs, you are nota shareholder and do not have any voting rights.  You shall not be entitled to receive anydividends, notional or otherwise, with respect to the RSUs during therestriction period prior to vesting.

 

7.             Payment.  VestedRSUs will be paid to you in whole shares of Boise common stock.  Partial shares, if any, will be paid incash.  The designated payment date forpurposes of Section 409A of the Internal Revenue Code and the regulationsthereunder for RSUs vesting pursuant to Section 4 shall be the date ofdeath, disability, or separation from service, as appropriate.  Delivery of shares and/or payment of cashpursuant to this Agreement shall be made as soon as practicable followingvesting and in any case by the later of December 31st of thecalendar year in which the vesting date or designated payment date occurs orthe 15th day of the third calendar month following the vesting dateor designated payment date.

 

**You must sign thisAgreement and return it to Boise’s Compensation Department on or before May 30,2008, in order for the Award to be effective.  If this Agreement is not received by theCompensation Department on or before May 30, 2008, the Award willbe forfeited.  Return your executedAgreement to:  Jeannine Sims,Compensation Department, Boise Paper Holdings, L.L.C., P.O. Box 990050,Boise, ID  83799-0050, or fax your signedform to 208-333-1846.**

 
| Boise  Inc. |   | Director |
|-------------|--------|----------|
|        |   |     |
|        |   |     |
| By:         |   |     | Signature: |   |
| Name:       |   |     |   |
| Title:      |   |     | Printed  Name: |   |
|             |        |          |  |  |  |  |  |

 

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