POTLATCH CORPORATION

                              1983 STOCK OPTION PLAN

                          (Effective September 24, 1983)


                  1.   PURPOSE.

                  This 1983 Stock Option Plan of Potlatch Corporation

         (the "Corporation") and its eligible subsidiaries is intended

         to provide incentive to employees of the Corporation or of

         its subsidiaries, to encourage employee proprietary interest

         in the Corporation and to encourage employees to remain in
  
         the employ of the Corporation or of its subsidiaries.

                  2.   DEFINITIONS.

                  (a)   "Board"   shall mean the Board of Directors of 

         the Corporation.

                  (b)   "Code"   shall mean the Internal Revenue Code

         of 1954, as amended.

                  (c)   "Committee"   shall mean the Committee appointed

         by the Board in accordance with Section 4 of the Plan.

                  (d)   "Common Stock"   shall mean the $1 par value

         Common Stock of the Corporation.

                  (e)   "Corporation"   shall mean Potlatch Corporation,

         a Delaware corporation.

                  (f)   "Disability"   shall mean the condition of an

         Employee who is unable to engage in any substantial gainful

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                                                 Exhibit (10)(f)

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         activity by reason of any medically determinable physical or

         mental impairment which can be expected to result in death

         or which has lasted or can be expected to last for a con-

         tinuous period of not less than twelve (12) months.

                  (g)   "Employee"   shall mean an individual (who may

         be an officer or a director) employed by the Corporation or

         a Subsidiary (within the meaning of Code section 3401 and

         the regulations thereunder).

                  (h)   "Exercise Price"   shall mean the price per

         Share of Common Stock, determined by the Committee, at which

         an Option may be exercised.

                  (i)   "Fair Market Value"   of a Share as of a

         specified date shall mean the closing price at which such

         Shares are traded at the close of business on such date as

         reported on the composite tape, or if no trading of the

         Common Stock is reported for that day, on the next preceding

         day on which trading was reported.

                  (j)   "Incentive Stock Option"   shall mean an

         Option described in Code section 422A(b).

                  (k)   "Nonqualified Stock Option"  shall mean an

         Option not described in Code sections 422(b), 422A(b),

         423(b), or 424(b).

                  (l)   "Option"   shall mean a stock option granted

         pursuant to the Plan.

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                  (m)   "Optionee"   shall mean an Employee who has

         received an Option.

                  (n)   "Plan"   shall mean this stock option plan.

                  (o)   "Purchase Price"   shall mean the Exercise

         Price times the number of whole shares with respect to which

         an Option is exercised.

                  (p)   "Rules"   shall mean the regulations and rules

         adopted from time to time by the Committee.

                  (q)   "Share"   shall mean one Share of Common

         Stock, adjusted in accordance with Section 10 of the Plan

         (if applicable).

                  (r)   "Subsidiary"   shall mean any corporation in

         an unbroken chain of corporations beginning with the Corpo-

         ration if each of the corporations other than the last

         corporation in the unbroken chain owns stock possessing

         fifty percent (50%) or more of the total combined voting

         power of all classes of stock in one of the other corpora-

         tions in such chain.

                  3.   EFFECTIVE DATE.
         
                  This Plan was adopted by the Board effective

         September 24, 1983.

                  4.   ADMINISTRATION.
         
                  The Plan shall be administered by a committee (the

         "Committee") appointed by the Board, consisting of not less

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         than three disinterested members thereof.  The Board may

         from time to time remove members from, or add members to,

         the Committee.  Vacancies on the Committee, howsoever

         caused, shall be filled by the Board.  The Board shall

         appoint one of the members of the Committee as Chairman.

         The term "Disinterested Members of the Board" shall include

         only members of the Board who are not active Employees of

         the Corporation or of any of its Subsidiaries, who are not

         eligible to receive Options under this Plan or any other

         stock option plan of the Corporation and who have not been

         eligible to receive such Options for at least one year

         preceding appointment as a member of the Committee.

                  The Committee shall hold meetings at such times

         and places as it may determine.  Acts of a majority of the

         Committee at which a quorum is present, or acts reduced to

         or approved in writing by a majority of the members of the

         Committee, shall be the valid acts of the Committee.  The

         Committee, with the advice and consultation of the Chairman

         of the Board of the Corporation, shall from time to time at

         its discretion make determinations with respect to Employees

         who shall be granted Options, the number of Shares to be

         optioned to each and the designation of such Options as

         Incentive Stock Options or Nonqualified Stock Options.

                  The interpretation and construction by the Commit-

         tee of any provisions of the Plan or of any Option granted

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         thereunder shall be final.  No member of the Committee shall

         be liable for any action or determination made in good faith

         with respect to the Plan or any Option granted thereunder.

                  5.   ELIGIBILITY.
                  
                  Optionees shall be such key Employees (who may be

         officers, whether or not they are directors) of the Corpora-

         tion or of its Subsidiaries as the Committee shall select,

         but subject to the terms and conditions set forth below.

                  (a)   Ten Percent Shareholders.

                  An Employee who owns more than ten percent (10%)

         of the total combined voting power of all classes of Out-

         standing Stock of the Corporation, its parent or any of its

         Subsidiaries is not eligible to receive an Incentive Stock

         Option pursuant to this Plan.

                  For purposes of this Section 5(a), in determining

         stock ownership, an Employee shall be considered as owning

         the Shares owned, directly or indirectly, by or for his

         brothers and sisters, spouse, ancestors, and lineal descen-

         dants.  Shares owned, directly or indirectly, by or for a

         corporation, partnership, estate, or trust shall be consid-

         ered as being owned proportionately by or for its sharehold-

         ers, partners, or beneficiaries.  Stock with respect to

         which such Employee holds an Option shall not be counted.

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                  For purposes of this Section 5(a), "Outstanding

         Stock" shall include all Shares actually issued and out-

         standing immediately after the grant of the Option to the

         Optionee. Outstanding Stock shall not include treasury

         Shares or Shares authorized for issue under outstanding

         Options held by the Optionee or by any other person.

                  (b)   Number of Options.

                  An Optionee may hold more than one Option, but

         only on the terms and subject to the restrictions herein-

         after set forth.

                  6.   STOCK.

                  The stock subject to Options granted under the

         Plan shall be Shares of the Corporation's authorized but

         unissued or reacquired Common Stock.  The aggregate number

         of Shares which may be issued under Options exercised under

         this Plan shall not exceed six hundred thousand (600,000).

         The number of Shares subject to Options outstanding under

         the Plan at any time may not exceed the number of Shares

         remaining available for issuance under the Plan.  In the

         event that any outstanding Option under the Plan for any

         reason expires or is terminated, the Shares allocable to the

         unexercised portion of such Option may again be subjected to

         an Option under the Plan.

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                   The limitations established by this Section 6

         shall be subject to adjustment upon the occurrence of the

         events specified and in the manner provided in Section 10

         hereof.

         
                  7.   TERMS AND CONDITIONS OF OPTIONS.

                  Options granted pursuant to the Plan shall be

         evidenced by written agreements in such form as the Committee

         shall from time to time determine, which agreements shall

         comply with and be subject to the following terms and

         conditions:

                  (a)  Optionee's Agreement.

                  Each Optionee shall agree to remain in the employ

         of and to render to the Corporation or to a Subsidiary his

         or her services for a period of one (1) year from the date

         of the granting of the Option, but such agreement shall not

         impose upon the Corporation or its Subsidiaries any obliga-

         tion to retain the Optionee in their employ for any period.

                  (b)  Number of Shares.

                  Each Option shall state the number of Shares to

         which it pertains and shall provide for the adjustment

         thereof in accordance with the provisions of Section 10

         hereof.

                  (c)  Exercise Price.

                  Each Option shall state the Exercise Price, which

         price shall not be less than:  (i) In the case of an Incentive

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         Stock Option, the Fair Market Value of a Share on the date

         of grant; or (ii) In the case of a Nonqualified Stock

         Option, eighty-five percent (85%) of the Fair Market Value

         of a Share on the date of grant.

                   (d)  Medium and Time of Payment.

                  The Purchase Price shall be payable in full in

         United States dollars upon the exercise of the Option;

         provided, however, that, with the consent of the Committee

         and in accordance with its Rules, the Purchase Price may be

         paid by the surrender of Shares in good form for transfer,

         owned by the person exercising the Option and having a Fair

         Market Value on the date of exercise equal to the Purchase

         Price or in any combination of cash and Shares, so long as

         the total of the cash so paid and the Fair Market Value of

         the Shares surrendered equals the Purchase Price.  No Share

         shall be issued until full payment therefor has been made.

                  (e)   Term and Exercise of Options;

                        Nontransferability of Options.

                  Each Option shall state the time or times when it

         becomes exercisable and the time or times any stock appre-

         ciation right granted pursuant to Section 7(k) may be

         called, which shall be determined by the Committee.  No

         Option shall be exercisable after the expiration of ten (l0)

         years from the date it is granted.  During the lifetime of

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         the Optionee, the Option shall be exercisable only by the

         Optionee and shall not be assignable or transferable.  In

         the event of the Optionee's death, no Option shall be

         transferable by the Optionee otherwise than by will or the

         laws of descent and distribution.

                  Subject to the foregoing and to the limitations on

         exercisability specified in Section 7(j) hereof, if a period

         of six (6) months from the date of grant of the Option shall

         have elapsed the Optionee shall have the right to exercise

         the Option in whole or in part:

                  (i)   Within thirty (30) days following the

              consummation of any transaction approved by the

              stockholders of the Corporation in which the Corp-

              oration will cease to be an independent publicly

              owned corporation (including, without limitation,

              a reverse merger transaction in which the Corpora-

              tion becomes the subsidiary of another corporation)

              or the sale or other disposition of all or suhstan-

              tially all of the assets of the Corporation;

                  (ii)   Within thirty (30) days following the

              date on which fewer than two-thirds (determined by

              rounding up to the next whole number) of the

              individual members of the Board either (a) were

              directors of the Corporation on a date three years

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              earlier or (b) are individuals whose election or
 
              nomination for election as directors was affirma-

              tively voted on by at least a majority of those
 
              directors described in (a) above who were still in
 
              office as of the date the Board approved such

              election or nomination;

                  (iii)   Within thirty (30) days after any

              "person" (as such term is used in Sections 13(d)

              and 14(d) of the 1934 Act) acquires twenty percent

              (20%) or more of the outstanding Shares pursuant

              to a tender offer subject to Section 14(d) of the

              1934 Act; and

                  (iv)   Wthin thirty (30) days prior to any dis-

              solution or liquidation of the Corporation or any
 
              merger or consolidation in which the Corporation

              is not the surviving corporation, but not earlier

              than the date on which any required stockholder

              approval is obtained.

         If an option is not exercised during the thirty (30) day

         periods described in (i) or (iv) above, the option shall

         terminate at the close of business on the last day of the

         thirty (30) day period.  In the case of a stock appreciation

         right called during either of the thirty (30) day periods

         described in (i) or (iv) above, "Fair Market Value" shall

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         be the greater of (A) the value of the consideration per

         share that the Optionee would have received in connection

         with such transaction as a stockholder of the Corporation if

         he or she had exercised the Option prior to the consummation

         of the transaction described in (i) or (iv) above, or (B) the

         value determined in good faith by the Committee (as composed

         on the day preceding the date of consummation of the trans-

         action described in (i) or (iv) above), taking into consider-

         ation all relevant facts and circumstances.

                  (f)  Termination of Employment Except Death.

                  Except as provided in (l) below, in the event that

         an Optionee shall cease to be employed by the Corporation or

         its Subsidiaries for any reason other than his or her death,

         such Optionee shall have the right, subject to the restric-

         tions of Subsection (e) hereof, to exercise the Option at

         any time within three (3) months after such termination of

         employment (twelve (12) months in the case of termination by

         reason of Disability), to the extent that, at the date of

         termination of employment, the Optionee's right to exercise

         such Option had accrued pursuant to the terms of the option

         agreement with respect to which such Option was granted and

         had not previously been exercised; provided, however, that

         if the employment of an Optionee is terminated by the

         Corporation or a Subsidiary by reason of misconduct, such

         option shall cease to be exercisable on the date of the

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         Optionee's termination of employment.  As used herein

         "misconduct" means that the Optionee has engaged in unfair

         competition with the Corporation or a Subsidiary, induced

         any customer of the Corporation or a Subsidiary to breach

         any contract with the Corporation or a Subsidiary, made any

         unauthorized disclosure of any of the secrets or confidential

         information of the Corporation or a Subsidiary, committed an

         act of embezzlement, fraud or theft with respect to the

         property of the Corporation or a Subsidiary, or deliberately

         disregarded the rules of the Corporation or a Subsidiary in

         such a manner as to cause material loss, damage or injury to

         or otherwise endanger the property, reputation or employees

         of the Corporation or a Subsidiary.  The Committee shall

         determine whether an Optionee's employment is terminated by

         reason of misconduct.  In making such determination the

         Committee shall act fairly and shall give the Optionee an

         opportunity to be heard and present evidence on his or her

         behalf.

                  For this purpose, the employment relationship will

         be treated as continuing intact while the Optionee is on

         military leave, sick leave or other bona fide leave of

         absence (to be determined in the sole discretion of the

         Committee, in accordance with rules and regulations constru-

         ing Code section 422A(a)(2)).  Notwithstanding the foregoing,

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         in the case of an Incentive Stock Option, employment shall

         not be deemed to continue beyond the ninetieth (90th) day

         after the Optionee ceased active employment, unless the

         Optionee's reemployment rights are guaranteed by statute or

         by contract.

                  (g)  Death of Optionee.

                  If the Optionee shall die while in the employ of

         the Corporation or a Subsidiary and shall not have fully

         exercised the Option, an Option may be exercised (subject to

         the limitations on exercisability set forth in Subsection (e)

         hereof) to the extent that, at the date of the Optionee's

         death, the Optionee's right to exercise such Option had

         accrued pursuant to the terms of the option agreement and

         had not previously been exercised, at any time within twelve

         (12) months after the Optionee's death, by the executors or

         administrators of the Optionee's estate or by any person or

         persons who shall have acquired the Option directly from the

         Optionee by bequest or inheritance.

                  (h)   Rights as a Stockholder.

                  An Optionee or a transferee of an Optionee shall

         have no rights as a stockholder with respect to any Shares

         covered by his or her Option until the date of the issuance

         of a stock certificate for such Shares.  No adjustment shall

         be made for dividends (ordinary or extraordinary, whether in

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<PAGE>
         cash, securities or other property) or distributions or

         other rights for which the record date is prior to the date

         such stock certificate is issued, except as provided in

         Section 10.

                  (i)   Modification, Extension and Renewal

                        of Options.

                  Subject to the terms and conditions and within the

         limitations of the Plan, the Committee may modify, extend or

         renew outstanding Options granted under the Plan, or accept

         the exchange of outstanding Options (to the extent not

         theretofore exercised) for the granting of new Options in

         substitution therefor.  Notwithstanding the foregoing,

         however, no modification of an Option shall, without the

         consent of the Optionee, alter or impair any rights or

         obligations under any Option theretofore granted under the

         Plan.

                  (j)   Sequential Exercise.

                  An Option (the "New Option") which is designated

         by the Committee as an Incentive Stock Option shall not be

         exercisable with respect to all or any part of the Shares

         subject thereto while there is outstanding any other Incentive

         Stock Option, granted to the Optionee prior to the grant of

         the New Option, to purchase stock in the Corporation, in a

         parent or Subsidiary of the Corporation or in a predecessor

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         thereof.  For purposes of the preceding sentence, an Incentive

         Stock Option shall be treated as "outstanding" until such

         Option is exercised in full or expires by reason of the

         lapse of time.

                  (k)  Stock Appreciation Rights.

                  In connection with the grant of any Option pur-

         suant to the Plan, the Committee, in accordance with its

         Rules, may also grant a stock appreciation right pursuant to

         which the Optionee shall have the right to surrender all or

         part of such Option and to exercise the stock appreciation

         right (the "call") and thereby to obtain payment of an

         amount equal to the difference obtained by subtracting the

         aggregate Exercise Price of the Shares subject to the Option

         (or the portion thereof) so surrendered from the Fair Market

         Value of such Shares on the date of such surrender.  The

         call of such stock appreciation right shall be subject to

         such limitations (including, but not limited to, limitations

         as to time and amount) as the Committee shall deem appropri-

         ate.  The payment may be made in shares of Common Stock

         (determined with reference to its Fair Market Value on the

         date of call), or in cash, or partly in cash, at the dis-

         cretion of the Committee, provided that the Committee

         determines that such settlement is consistent with the

         purpose set forth in Section 1 hereof.  For all purposes

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         under the Plan (including Section 6, unless the context

         requires otherwise), the terms "exercise" or "exercisable"

         shall be deemed to include the terms "call" or "callable" as

         such terms may apply to a stock appreciation right granted

         in conjunction with an Option and in the event of the call

         of a stock appreciation right the underlying Option will be

         deemed to have been exercised for all purposes under the

         Plan.

                  Each Option granted under the Plan which does not

         include a stock appreciation right pursuant to the foregoing

         paragraph shall nevertheless automatically include a stock

         appreciation right which may be called only during the

         periods described in Section 7(e)(i) through (iv) and subject

         to the requirements and provisions of Section 7(e).

                  (1)   Effect of Termination of Employment on Stock

                        Appreciation Right.

                  In the event that an Optionee shall cease to be

         employed by the Corporation or its Subsidiaries for any

         reason, any stock appreciation right which may have been

         granted in conjunction with the grant of an Option shall

         expire on the date provided in the Option agreement or in

         rules and regulations adopted by the Committee.

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<PAGE>
                  (m)   Other Provisions.

                  The option agreements authorized under the Plan

         shall contain such other provisions not inconsistent with

         the terms of the Plan, including, without limitation, re-

         strictions upon the exercise of the Option, as the Committee

         shall deem advisable.

                  8.   LIMITATION ON ANNUAL AWARDS.

                  (a)   General Rule.

                  The aggregate Fair Market Value (determined as of

         the date an Option is granted) of the stock for which any

         Optionee may be granted Incentive Stock Options in any

         calendar year commencing after December 31, 1980 under this

         Plan and all other plans maintained by the Corporation, its

         parent or its Subsidiaries shall not exceed the sum of

         (i) $100,000 plus (ii) any unused limit carryover(s) to such

         year.

                  (b)   Carryovers.

                  For purposes of Subsection (a) an "unused limit

         carryover" shall arise only in a calendar year commencing

         after December 31, 1980, and shall be equal to one half of

         the excess of (i) $100,000 over (ii) the aggregate Fair

         Market Value (determined as of the date an Option is granted)

         of the Shares for which the Optionee is granted Incentive

         Stock Options in such year under the Plan or under any other

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<PAGE>
         plan maintained by the Corporation, its parent or any

         Subsidiary.  The unused limit carryover arising in any

         calendar year may be carried over to any of the three con-

         secutive calendar years next following such year, but only

         to the extent not used in an earlier calendar year.  The

         value of the Shares for which Options are granted in any

         calendar year shall be applied first against the basic

         $100,000 limit for such year and then against any unused

         limit carryovers which may be carried over to such year in

         the order of the calendar years in which such carryovers

         arose.

                  9.   TERM OF PLAN.

                  Options may be granted pursuant to the Plan until

         the termination of the Plan on September 23, 1993.

         
                  10.   RECAPITALIZATION.

                  Subject to any required action by the stockholders,

         the number of Shares covered by this Plan as provided in

         Section 6, the number of Shares covered by each outstanding

         Option, and the Exercise Price thereof shall be proportion-

         ately adjusted for any increase or decrease in the number of

         issued Shares resulting from a subdivision or consolidation

         of Shares or the payment of a stock dividend (but only of

         Common Stock) or any other increase or decrease in the

         number of such Shares effected without receipt of consider-

         ation by the Corporation.

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<PAGE>
                 Subject to any required action by the stockholders,

         if the Corporation shall be the surviving corporation in any

         merger, consolidation or other reorganization each outstand-

         ing Option shall pertain and apply to the securities to

         which a holder of the number of Shares subject to the Option

         would have been entitled.  A dissolution or liquidation of

         the Corporation or a merger, consolidation or other reorgani-

         zation in which the Corporation is not the surviving corpo-

         ration shall cause each outstanding Option to terminate,

         unless the agreement of merger, consolidation or reorganiza-

         tion shall otherwise provide.  In the event that the corpora-

         tion undergoes a reverse merger transaction, the optionee

         shall be entitled to receive the same consideration in such

         transaction (including, without limitation, cash) as other

         shareholders are entitled to receive.

                  In the event of a change in the Common Stock as

         presently constituted, which is limited to a change of all

         of its authorized shares with par value into the same number

         of shares with a different par value or without par value,

         the shares resulting from any such change shall be deemed to

         be the Common Stock within the meaning of the Plan.

                  To the extent that the foregoing adjustments

         relate to stock or securities of the Corporation, such

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<PAGE>
         adjustments shall be made by the Committee, whose determi-

         nation in that respect shall be final, binding and conclu-

         sive, provided that each Incentive Stock Option granted

         pursuant to this Plan shall not be adjusted in a manner that

         causes the Option to fail to continue to qualify as an

         incentive stock option within the meaning of section 422A of

         the Internal Revenue Code.

                  Except as hereinbefore expressly provided in this

         Section 10, the Optionee shall have no rights by reason of

         any subdivision or consolidation of shares of stock of any

         class or the payment of any stock dividend or any other

         increase or decrease in the number of shares of stock of any

         class or by reason of any dissolution, liquidation, merger,

         or consolidation or spin-off of assets or stock of another

         corporation, and any issue by the Corporation of shares of

         stock of any class or securities convertible into shares of

         stock of any class, shall not affect, and no adjustment by

         reason thereof shall be made with respect to, the number or

         price of Shares subject to the Option.

                  The grant of an Option pursuant to the Plan shall

         not affect in any way the right or power of the Corporation

         to make adjustments, reclassifications, reorganizations or

         changes of its capital or business structure or to merge or

         consolidate or to dissolve, liquidate, sell or transfer all

         or any part of its business or assets.

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<PAGE>
                  11. SECURITIES LAW REQUIREMENTS.

                  No Shares shall be issued upon the exercise of any

         Option unless and until the Corporation has determined that:

         (i) it and the Optionee have taken all actions required to

         register the Shares under the Securities Act of 1933 or

         perfect an exemption from the registration requirements

         thereof; (ii) any applicable listing requirement of any

         stock exchange on which the Common Stock is listed has been

         satisfied; and (iii) any other applicable provision of state

         or Federal law has been satisfied.

                  12. AMENDMENT OF THE PLAN.

                  The Board may, insofar as permitted by law, from

         time to time, with respect to any Shares at the time not

         subject to Options, suspend or discontinue the Plan or

         revise or amend it in any respect whatsoever except that,

         without approval of the holders of Common Stock of the Cor-

         poration, no such revision or amendment shall:

                  (a)   Increase the number of Shares subject to

              the Plan;

                  (b)   Change the designation in Section 5 of
 
              the Plan of the class of Employees eligible to

              receive options;

                  (c)   Decrease the price at which Incentive         

              Stock Options may be granted;

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<PAGE>
                  (d)  Remove the administration of the Plan

              from the Committee;

                  (e)  Render any member of the Committee eligible

              to receive an Option under the Plan while serving

              thereon; or

                  (f)  Amend this Section 12 to defeat its purpose.

         
                  13. APPLICATION OF FUNDS.
        
                  The proceeds received by the Corporation from the

         sale of Common Stock pursuant to the exercise of an Option

         will be used for general corporate purposes.

         
                  14. NO OBLIGATION TO EXERCISE OPTION.
         
                  The granting of an Option shall impose no obliga-

         tion upon the Optionee to exercise such Option.

         
                  15. APPROVAL OF STOCKHOLDERS.

                  This Plan and any amendments described in Section 12

         hereof shall be subject to approval by affirmative vote of

         the holders of a majority of the outstanding Shares present

         and entitled to vote at the first annual meeting of stockholders

         of the Corporation following the adoption of the Plan or of

         any such amendments.

         
                  16. INDEMNIFICATION OF COMMITTEE.
        
                  In addition to such other rights of indemnification

         as they may have as Directors or as members of the Committee,

         the members of the Committee shall be indemnified by the

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<PAGE>
         Corporation against the reasonable expenses, including

         attorneys' fees actually and necessarily incurred in connec-

         tion with the defense of any action, suit or proceeding, or

         in connection with any appeal therein, to which they or any

         of them may be a party by reason of any action taken or

         failure to act under or in connection with the Plan or any

         Option granted thereunder, and against all amounts paid by

         them in settlement thereof (provided such settlement is

         approved by independent legal counsel selected by the Cor-

         poration) or paid by them in satisfaction of a judgment in

         any such action, suit or proceeding, except in relation to

         matters as to which it shall be adjudged in such action,

         suit or proceeding that such Committee member is liable for

         negligence or misconduct in the performance of the member's

         duties; provided that within sixty (60) days after institu-

         tion of any such action, suit or proceeding a Committee

         member shall in writing offer the Corporation the opportunity,

         at its own expense, to handle and defend the same.

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<PAGE>
                   RESOLUTIONS

             AMEND STOCK OPTION PLANS

                December 14, 1984

     WHEREAS, certain provisions of this corporation's
1976 and 1983 Stock Option Plans may have the effect of
causing compensation recognized in connection with the
exercise of an option or stock appreciation right
thereunder to be characterized as an "excess parachute
payment" for purposes of section 280G of the Internal 
Revenue Code, as amended by the Tax Reform Act of 1984;
and 

     WHEREAS, it is deemed desirable to amend the 1976
and 1983 Stock Option Plans to avoid adverse tax
results for this corporation and recipients of options
granted under such Plan;

           Now, Therefore, be it

     RESOLVED, that the Potlatch Corporation 1976 Stock
Option Plan is hereby amended, with respect to options
granted after June 14, 1984 by deleting: (i) that
portion of Section 7(e) which follows the first para-
graph thereof; and (ii) the final paragraph of Section
7(k); and be it further

     RESOLVED, that the Potlatch Corporation 1983 Stock
Option Plan is hereby amended, with respect to options
granted after June 14, 1984, by deleting: (i) that
portion of Section 7(e) which follows the first para-
graph thereof; and (ii) the final paragraph of Section
7(k); and be it further

     RESOLVED, that the Secretary of this corporation
is hereby authorized to amend the form of agreement
under the 1976 and 1983 Stock Option Plans and the 
appropriate officers of this corporation are authorized
and directed to take all such actions as they deem
necessary or desirable to give effect to the foregoing
resolutions.

<PAGE>
                           RESOLUTIONS

                  AMEND 1983 STOCK OPTION PLAN

                         February 24, 1989

          RESOLVED, that effective herewith, Section 7(e) of
the Potlatch Corporation 1983 Stock Option Plan (the "Plan")
is amended by adding the following at the end thereof:

          Subject to the foregoing and to the
     limitations of exercisability specified in Section 7(j)
     hereof, if a period of six (6) months from the date of
     grant of the option shall have elapsed the Optionee
     shall have the right to exercise the Option (or in lieu
     thereof to call the related stock appreciation right) 
     in whole or in part:

                (i) Within thirty (30) days following
        the consummation of any transaction approved by
        the stockholders of the corporation in which the
        corporation will cease to be an independent
        publicly owned corporation (including, without
        limitation, a reverse merger transaction in which
        the Corporation becomes the subsidiary of another
        corporation) or the sale or other disposition of
        all or substantially all of the assets of the
        Corporation;

                (ii) Within three hundred sixty-five
        (365) days following the date on which more than
        one-third (determined by rounding down to the next
        whole number) of the individual members of the
        Board neither (A) were directors of the 
        Corporation on a date three years earlier nor (B)
        are individuals whose election or nomination for
        election as directors was affirmatively voted on
        by at least a majority of those directors
        described in (A) above who were still in office as
        of the date the Board approved such election or
        nomination;

                (iii)  Within three hundred sixty-five
        (365) days following the date on which any
        "person" (as such term is used in Sections 13(d)
        and 14(d) of the Securities Exchange Act of 1934,
        as amended (the "1934 Act")) that has acquired.
        Shares pursuant to a tender offer subject to
        Section 14(d) of the 1934 Act becomes entitled to
        vote twenty percent (20%) or more of the aggregate
        voting power of the capital stock of the
        corporation issued and outstanding; and

                (iv)  Withing thirty (30) days prior to
        any dissolution or liquidation of the Corporation
        or any merger or consolidation in which the
        Corporation is not the surviving corporation, but

<PAGE>      
        not earlier than the date on which any required
        stockholder approval is obtained.

    If an option is not exercised during any thirty (30)
    day period described in (i) or (iv) above, the option
    shall terminate on the close of business on the last
    day of the  thirty (30) day period; provided, however,
    that if periods described in (i) and (iv) above are
    contiguous or overlap, unexercised options shall
    terminate at the close of business on the last day of
    the second thirty (30) day period.  In the case of a
    stock appreciation right called during either of the
    thirty (30) day periods described in (i) or (iv) above,
    "Fair Market Value" shall be the greater of (A) the 
    value of the consideration per share that the Optionee
    would have received in connection with such transaction
    as a stockholder of the Corporation if he or she had
    exercised the Option prior to the consummation of the
    transaction described in (i) or (iv) above, or (B) the 
    value determined in good faith by the Committee (as
    composed on the day preceding the date of consummation
    of the transaction described in (i) or (iv) above),
    taking into consideration all relevant facts and
    circumstances.

and be it further

            RESOLVED, that effective herewith, Section 7(k) of
the Plan is amended by adding the following at the end 
thereof:

              Each Option granted under the Plan which does
        not include a stock appreciation right pursuant to the
        foregoing paragraph shall nevertheless automatically
        include a stock appreciation right which may be called
        only during the periods described in Section 7(e)(i)
        through (iv) and subject to the requirements and
        provisions of Section 7(e).

and be it further

            RESOLVED, that effective herewith, the second
sentence of the second paragraph of Section 10 is amended to
read in its entirety as follows:

              Subject to the provisions of Section 7(e), a
        dissolution or liquidation of the Corporation or a
        merger, consolidation or other reorganization in which
        the Corporation is not the surviving corporation shall
        cause each outstanding Option to terminate, unless the 
        agreement of merger, consolidation or reorganization
        shall otherwise provide.

                                -2-

<PAGE> 

and be it further 
 
          RESOLVED,  that effective herewith, Section 16 of
the Plan is redesigned as Section 17 and a new Section 16
is added to the Plan to read in its entirety as follows:

         16.   LIMITATION ON PLAN PAYMENTS

             Any provision of the Plan to the contrary
         notwithstanding, payments or transfers to an Optionee
         under the Plan shall be limited to the amount (the
         "Capped Amount") necessary to avoid characterization of
         any amount payable to the Optionee (including, but not
         limited to, amounts payable under the Plan) as an
         "excess parachute payment" as defined in Code section
         280G, except in the event that the total amount that
         the Optionee would receive from all "parachute
         payments" as defined in Code section 280G, net of all
         applicable taxes, including the excise tax that would
         be imposed pursuant to Code section 4999, would exceed
         the Capped Amount, net of all applicable taxes.

             The determination of whether any amount would
         constitute and "excess parachute payment" shall be made
         by the firm of independent certified public accountants
         serving as outside auditor of the corporation as of
         the date of the event specified in Section 7(e)
         (i)-(iv).  In making such determination, such firm may
         disregard any payments or benefits available to the
         Optionee under any contract, plan or program if the
         Optionee irrevocably elects to relinquish or not
         exercise such payments or benefits before the payment
         or enjoyment thereof.  It is intended that payments
         shall be made under the Plan whether or not the status
         of a particular payment as an "excess parachute 
         payment" has been finally determined by the Internal
         Revenue Service or a court of competent jurisdiction.

and be it further

          RESOLVED, that the Secretary of this Corporation
is authorized and directed to conform and restate the Plan
in accordance with the foregoing amendments; and be it
further

          RESOLVED, that the Secretary of this Corporation
is authorized and directed to provide for amendment of the
outstanding options granted pursuant to the Plan, to amend
the applicable form of option agreement, and to take all
other action deemed necessary or appropriate to give effect
to the foregoing amendments.

                               -3-

<PAGE>
                            RESOLUTIONS

            AMEND THE 1976 AND 1983 STOCK OPTION PLANS
                                AND
                   THE 1989 STOCK INCENTIVE PLAN

                        February 22, 1990

          RESOLVED that, effective as of the date of this
action of the Board, the first sentence of Section 7(f) of the
1976 Stock Option Plan is amended to read as follows:

     "Except as provided in (1) below, in the event that an
     Optionee shall cease to be employed by the Corporation or
     its Subsidiaries for any reason other than the Optionee's
     death, such Optionee shall have the right, subject to the
     restrictions of Subsection (e) hereof, to exercise the
     Option at any time within three (3) months after such
     termination of employment (thirty-six (36) months in the
     case of Early, Normal or Late Retirement under the Salaried
     Employees' Retirement Plan or Disability), to the extent
     that, at the date of termination of employment, the 
     Optionee's right to exercise such Option had accrued
     pursuant to the terms of the option agreement with respect
     to which such Option was granted and had not previously been
     exercised; provided, however, that if the employment of an
     Optionee is terminated by the Corporation or a Subsidiary by
     reason of misconduct, such option shall cease to be
     exercisable at the time of the Optionee's termination of
     employment."

and be it further

          RESOLVED that, effective as of the date of this action
of the Board, Section 7(g) of the 1976 Stock Option Plan is 
amended to read as follows:

     "If the Optionee shall die while in the employ of the
     Corporation or a Subsidiary and shall not have fully
     exercised the Option, an Option may be exercised (subject to
     the limitations on exercisability set forth in Subsection
     (e) hereof) to the extent that, at the date of the 
     Optionee's death , the Optionee's right to exercise such
     Option had accrued pursuant to the terms of the option
     agreement and had not previously been exercised, at any time
     within thirty-six (36) months after the Optionee's death, by
     the executors or administrators of the Optionee's estate or
     by any person or persons who shall have acquired the Option
     directly from the Optionee by bequest or inheritance."

<PAGE>
and be it further

          RESOLVED that, effective as of the date of this action
of the Board, the first sentence Section 7(f) of the 1983 Stock
Option Plan is amended to read as follows:

     "Except as provided in (1) below, in the event that an
     Optionee shall cease to be employed by the Corporation or
     its Subsidiaries for any reason other than his or her death,
     such Optionee shall have the right, subject to the
     restrictions of Subsection (e) hereof, to exercise the 
     Option at any time within three (3) months after such
     termination of employment (thirty-six (36) months in the
     case of Early, Normal or Late Retirement under the Salaried
     Employee's Retirement Plan or Disability), to the extent
     that, at the date of termination of employment, the
     Optionee's right to exercise such Option had accrued
     pursuant to the terms of the option agreement with respect
     to which such Option was granted and had not previously been
     exercised; provided, however, that if employment of an
     reason of misconduct, such option shall cease to be
     exercisable at the time of the Optionee's termination of
     employment."

and be it further

          RESOLVED that, effective as of the date of this action
of the Board, Section 7(g) of the 1983 Stock Option Plan is
amended to read as follows:

     "If the Optionee shall die while in the employ of the 
     Corporation or a Subsidiary and shall not have fully
     exercised the Option, an Option may be exercised (subject to
     the limitations on exercisability set forth in Subsection
     (e) hereof) to the extent that, at the date of the
     Optionee's death, the Optionee's right to exercise such
     Option had accrued pursuant to the terms of the option
     agreement and had not previously been exercised, at any time
     within thirty-six (36) months after the Optionee's death, by
     the executors or administrators of the Optionee's estate or
     by any person who shall have acquired the Option
     directly from the Optionee by bequest or inheritance."

and be it further

                                -2-
<PAGE>
          RESOLVED that, effective as of the date of this action
of the Board, the first sentence of Section 7(f) of the 1989
Stock Incentive Plan is amended to read as follows:

     "Except as provided in Subsection (k) below, in the event
     that an Optionee shall cease to be employed by the
     Corporation or its Subsidiaries for any reason other than
     his or her death, such Optionee shall have the right,
     subject to the restrictions of Subsection (e) hereof, to
     exercise the Option at any time within three (3) months
     after such termination of employment (thirty-six (36) months
     in the case of Early, Normal or Late Retirement under the
     Salaried Employee's Retirement Plan or Disability), to the
     extent that, at the date of termination of employment, the
     Optionee's right to exercise such Option had accrued
     pursuant to the terms of the Option Agreement with respect
     to which such Option was granted and had not previously been
     exercised; provided, however, that if the employment of an
     Optionee is terminated by the Corporation or a Subsidiary by
     reason of misconduct, such Option shall cease to be
     exercisable at the time of the Optionee's termination of
     employment."

and be it further 

          RESOLVED that, effective as of the date of this action
of the Board, Section 7(g) of the 1989 Stock Incentive Plan is
amended to read as follows:

     "Except as provided in Subsection (k) below, if the Optionee
     shall die while in the employ of the Corporation or a 
     Subsidiary and shall not have fully exercised the Option, an
     Option may be exercised (subject to the limitations on
     exercisability set forth in Subsection (e) hereof) to the
     extent that, at the date of the Optionee's death, the 
     Optionee's right to exercise such Option had accrued
     pursuant to the terms of the Option Agreement and had not
     previously been exercised, at any time within thirty-six
     (36) months after the Optionee's death, by the executors or
     administrators of the Optionee's estate or by any person or
     persons who shall have acquired the Option directly from the 
     Optionee by bequest of inheritance."

and be if further

          RESOLVED that the appropriate officers of this
Corporation be and each of them hereby is authorized and 
directed, for and in the name and on behalf of this Corporation,

                                 -3-
<PAGE>

to prepare and execute personally or by attorney-in-fact
amendments to the registration statements on Form S-8 relating to
the foregoing plans or to prepare supplements to the prospectuses
thereunder to reflect the foregoing plan amendments, and to cause
such amendments or supplements to be filed with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended;

and be it further

          RESOLVED that the appropriate officers of this
Corporation be and each of them hereby is authorized and
directed, for and in the name and on behalf of this Corporation,
to execute and deliver any and all certificates, agreements and 
other documents, take any and all steps and do any and all things
which they may deem necessary or advisable to effectuate the 
purposes of each and all of the foregoing resolutions, all such
action having heretofore been taken being hereby ratified,
confirmed and approved.

                                 -4-