**Exhibit 10.2**

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**BOISEINC.**

**Restricted Stock Award Agreement**

**Director**

 

**This**Restricted Stock AwardAgreement (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                       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.”

 

3.             Restriction Period.  The Award shall vest on February 28,2009.  Any shares not vested on or beforeFebruary 28, 2009, shall be forfeited.

 

4.             Termination ofEmployment.  If youterminate service as a director before February 28, 2009, your Award willbe treated as follows.

 

4.1           If your termination of service is due to your death,disability, failure to be re-elected by shareholders as a director, orresignation upon a Change in Control event or other restructuring of Boise (asdetermined in the sole discretion of Boise’s board of directors as constitutedimmediately prior to the Change in Control or restructuring event), therestrictions on all shares will lapse and the shares will vest in full as ofthe date of your termination of service as a director.

 

4.2           If your termination of service is due to any reasonother than those enumerated in Section 4.1, the restrictions on a pro rataportion of the shares subject to the Award will lapse and that portion of theshares will vest in full as of the date of your termination of service as adirector.  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 shares remaining after the pro rata calculation will beforfeited as of the date of your termination of service.

 

5.             No Transfer.  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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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. Partial shares, if any, will be paid in cash upon vesting.

 

7.             Section 83(b) Election.  You agree to make an “83(b) election” withrespect to this Award.  The election mustbe filed with the Internal Revenue Service within 30 days of the AwardDate.  A copy must also be filed withBoise within 10 days of the IRS filing date.

 

**You must sign this Agreement andreturn it to Boise’s Compensation Department on or before May 30, 2008, inorder for the Award to be effective.  Ifthis Agreement is not received by the Compensation Department on or before May 30,2008, the Award will be forfeited. Return your executed Agreement to: Jeannine Sims, Compensation Department, Boise Paper Holdings, L.L.C., P.O. Box990050, Boise, ID  83799-0050, or faxyour signed form to 208-333-1846.**

 

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

 

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