RESOLUTION


     AMEND EXECUTIVE EMPLOYEES' SEVERANCE PROGRAM

                     May 20, 1999

     RESOLVED, that Section 3(b) of the Potlatch
Corporation Severance Program for Executive
Employees shall be amended to read as follows
through the table in subsection (i) of Section
3(b):

     (b)  Change of Control Benefits.  Upon the
occurrence of any of the events specified in
Section 4(b), an Eligible Employee shall
receive (in lieu of any severance benefit
payable under Section 3(a) or any other
severance benefit payable under any other plan
or program now or hereafter maintained by a
Participating Company) Change of Control
Benefits under the Program as follows:

     (i)  Within ten (10) business days
following the effective date an Eligible
Employee terminates, a lump sum cash benefit
equal to the Eligible Employees' annual Base
Compensation plus his or her annual Base
Compensation multiplied by his or her standard
bonus percentage (as determined pursuant to the
Management Performance Award Plan), determined
as of the date of the Change of Control or the
effective date the Eligible Employee
terminates, whichever produces the larger
amount, multiplied by the appropriate factor
from the following table:

          Eligible                Pay Multiple
          Employee                   Factor

     Chief Executive Officer           3.0
     Chief Operating Officer           3.0
     Other Principal Officers          2.5

and be it further

                                                     Exhibit (10)(b)(i)

                             1

<PAGE>
     RESOLVED, that Section 3(c) of the
Potlatch Corporation Severance Program for
Executive Employees be amended to read as
follows:

     (c)  Payment of Excise Taxes.  If any
payment or benefit to or for the benefit of the
Eligible Employee in connection with a Change
of Control is deemed an "excess parachute
payment" as defined in Section 280G of the
Internal Revenue Code of 1986 (the "Code")
subject to the excise tax imposed by Section
4999 of the Code, the Company shall pay to the
Eligible Employee an additional amount such
that the total amount of all such payments and
benefits (including payments made pursuant to
this section 3(c)) to the Eligible Employee
shall equal the total amount of all such
payments and benefits to which the Eligible
Employee would have been entitled (but for this
Section 3(c)) net of all applicable federal,
state and local taxes except the excise tax.
For purposes of this Section 3(c), the Eligible
Employee shall be deemed to pay federal, state
and local taxes at the highest marginal rate of
taxation for the applicable calendar year.  The
amount of the payment to the Eligible Employee
shall be estimated by the firm of independent
certified public accountants serving as the
outside auditor of the company as of the date
of the event specified in Section 4(a) or, if
earlier, as of the date of the Change of
Control as determined pursuant to Section 4(b).
     Within thirty (30) business days following
the effective date an Eligible Employee
terminates, the estimated amount due the
Eligible Employee pursuant to this Section 3(c)
shall be paid to the Eligible Employee.  In the
event that the amount of the estimated payment
is less than the amount actually due to the
Eligible Employee under this Section 3(c), the
amount of any such shortfall shall be paid to
the Eligible Employee within ten (10) business
days after the existence of the shortfall is
discovered.
     The Eligible Employee shall not be
required to mitigate the amount of any payments

                         2
<PAGE>
provided under Section 3(b) and 3(c), nor shall
any payment or benefit provided for in Section
3(b) and 3(c) be offset by any compensation
earned by the Eligible Employee as the result
of employment by another employer or by
retirement benefits.

                         3