**Exhibit 10.4**

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**BOISEINC.**

**Restricted Stock Award Agreement**

**Director**

 

**This Restricted Stock**AwardAgreement (the “Agreement”),is made as of March 16, 2009 (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 and Conditions; 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                       shares of Boise’s common stock at no cost to you, subject to the restrictionsset forth in the Plan and this Agreement. These restricted shares are the “Award.” This Award is contingent upon approval of an increase in the number ofshares available under the Plan by Boise’s shareholders.  If the increase is not approved, the Awardwill be reduced pro rata based on the shares available under the Plan and youwill be notified of the reduced amount of the Award.

 

3.                                       Restriction Period.  The Award shall vest on March 15,2010.  Any shares not vested on or beforeMarch 15, 2010, shall be forfeited.

 

4.                                       Termination ofEmployment.  If youterminate service as a director before March 15, 2010, your Award will betreated as follows.

 

4.1                                 If your termination ofservice is due to your death, disability, failure to be re-elected byshareholders as a director, or resignation upon a Change in Control event orother 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), the restrictions on all shares will lapse and the Awardwill vest in full as of the day after the date of your termination of serviceas a director.

 

4.2                                 If your termination ofservice is due to any reason other than those stated in Section 4.1, therestrictions on a pro rata portion of the shares subject to the Award willlapse and that portion of the shares will vest in full as of the day after thedate of your termination of service as a director.  The pro rata portion will be calculated basedon the number of days of your service as a director from the Award Date throughthe date of your termination of service as a director, divided by 365 (thenumber of days in the Award Period).  Anyportion of the Award remaining unvested after the pro rata calculation will beforfeited immediately following your termination of service.

 

5.                                       TransferRestrictions.

 

5.1                                 *Prior to Vesting*.  The shares awarded pursuant to this Agreementcannot be sold, assigned, pledged, hypothecated, transferred, or otherwiseencumbered prior to vesting.  Any attemptto transfer your rights in the awarded shares prior to vesting will result inthe immediate forfeiture of the awarded shares.

 

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5.2                                 *After Vesting*.  You agree not to transfer, sell, or otherwiseassign your rights in any of the shares which vest pursuant to Section 3and to continue to hold such shares until the earliest of the followingevents:  (a) your termination ofservice as a director due to death, disability, retirement under the Company’smandatory retirement policy for directors, or failure to be re-elected byshareholders as a director; (b) a Change in Control; or (c) if yourtermination of service occurs for any reason other than those stated in Section 4.1,the first to occur of (i) your death, (ii) your disability, or (iii) thelater of the date of your termination of service or March 15, 2013.  In addition, you agree not to transfer, sell,or otherwise assign your rights in any of the shares which vest pursuant to Section 4.2and to continue to hold such shares until the earliest of the followingevents:  (x) your death ordisability, (y) a Change in Control; or (z) March 15, 2013.  No transfer restrictions apply to shareswhich vest pursuant to Section 4.1.

 

5.3                                 *Permitted Transfers.*  Notwithstanding Section 5.2, aftervesting, you may transfer shares to a family trust or to family members by giftor for estate planning purposes (collectively “Family Dispositions”), providedthat any Family Dispositions will continue to be subject to the transferrestrictions in Section 5.2 (each of the foregoing being a “PermittedTransfer”).

 

6.                                       Rights.  Except as otherwise provided in the Plan andthis Agreement, you have all the rights of a shareholder with respect to sharesawarded, including the right to vote.  Ifthe vesting calculation results in a fractional number of shares, the number ofshares vesting at that time shall be rounded up to the next whole number.  No fractional shares shall be issued.

 

7.                                       Taxation.  You acknowledge that this award is taxableupon grant.

 

**You must sign this Agreement and return it to Boise’s CompensationDepartment on or before March 27, 2009, in order for the Award tobe effective.  If this Agreement is notreceived by the Compensation Department on or before March 27, 2009,the Award will be forfeited.  Return yourexecuted Agreement 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:       |   |     | Printed  Name: |   |
| Title:      |   |     |   |   |
|             |        |          |  |  |  |  |  |  |

 

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