0001193125-04-040300 Sample Contracts

Amendment No. 2 to Schedule A to Exhibit (10)(j) March 1, 2004
Indemnification Agreement • March 12th, 2004 • Potlatch Corp • Paper mills

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

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STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLAN
Stock Option Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware

THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached addendum (“Employee”),

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CONSENT AND MODIFICATION
Credit Agreement • March 12th, 2004 • Potlatch Corp • Paper mills
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STOCK OPTION AGREEMENT POTLATCH CORPORATION 1989 STOCK INCENTIVE PLAN
Stock Option Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware

THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the employee of the Corporation named in the attached (“Employee”),

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STOCK OPTION AGREEMENT POTLATCH CORPORATION 1995 STOCK INCENTIVE PLAN
Stock Option Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware

THIS AGREEMENT made and entered into the day specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and the outside director of the Corporation named in the attached addendum (“Outside Director”),

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POTLATCH CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • March 12th, 2004 • Potlatch Corp • Paper mills • Delaware

THIS PERFORMANCE SHARE AGREEMENT made and entered into the Grant Date specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”), and the employee of the Corporation named in the attached addendum (“Employee”),

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