0001193125-08-256767 Sample Contracts

CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • December 19th, 2008 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

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CLEARWATER PAPER CORPORATION BENEFITS PROTECTION TRUST AGREEMENT (Effective December 16, 2008)
Benefits Protection Trust Agreement • December 19th, 2008 • Clearwater Paper Corp • Paperboard mills • Washington

This Trust Agreement, by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), is effective as of December 16, 2008.

CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • December 19th, 2008 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS PERFORMANCE SHARE AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between CLEARWATER PAPER CORPORATION, a Delaware corporation (the “Corporation”), and the Employee named in the Addendum (the “Employee”).

CLEARWATER PAPER CORPORATION STOCK OPTION AGREEMENT
Stock Option Agreement • December 19th, 2008 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS STOCK OPTION AGREEMENT is made and entered into the day specified in the attached Addendum by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

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