0001193125-10-248470 Sample Contracts

CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • November 5th, 2010 • 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”).

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EMPLOYEE MATTERS AGREEMENT by and between POTLATCH CORPORATION and CLEARWATER PAPER CORPORATION Dated as of December 15, 2008
Employee Matters Agreement • November 5th, 2010 • Clearwater Paper Corp • Paperboard mills • Delaware
CLEARWATER PAPER CORPORATION PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • November 5th, 2010 • 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, as Borrower LOAN AND SECURITY AGREEMENT Dated as of November 26, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as Agent
Loan and Security Agreement • November 5th, 2010 • Clearwater Paper Corp • Paperboard mills • California

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 26, 2008, among POTLATCH FOREST PRODUCTS CORPORATION, which will change its name prior to the Closing Date to CLEARWATER PAPER CORPORATION, a Delaware corporation (“Clearwater” and together with any other Person that at any time after the date hereof becomes a Borrower in accordance with the terms hereof, each individually a “Borrower” and collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (each individually a “Lender” and collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

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