POTLATCH CORPORATION

                       MANAGEMENT PERFORMANCE AWARD PLAN










                                         Adopted: July 20, 1973
                                         Last Amended: March 1, 1996

                                                              Exhibit (10)(a)
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                              Potlatch Corporation 
                       MANAGEMENT PERFORMANCE AWARD PLAN

1.   ESTABLISHMENT AND PURPOSE     
   The Potlatch Corporation Management Performance Award Plan (the "Plan") was 
adopted on July 20, 1973, by the Board of Directors of Potlatch Corporation to 
provide meaningful financial rewards to those employees of Potlatch Corporation
and its subsidiaries who are in a position to contribute to the achievement by 
Potlatch Corporation and its subsidiaries of significant improvements in profit 
performance and growth. Awards may first be made under the Plan in 1975 with
respect to participation in the calendar year ending December 31, 1974.     

2.   DEFINITIONS  
     (a) "Potlatch" means Potlatch Corporation, a Delaware corporation. 
     (b) "Subsidiary" means any corporation fifty percent (50%) or more of the
voting stock of which is owned by Potlatch or by one or more of such 
corporations. 
     (c) "Company" means Potlatch and its Subsidiaries
     (d) "Board of Directors" means the Board of Directors of Potlatch. 
     (e) "Chairman" means the Chairman of the Board of Potlatch. 
     (f) "Committee" means the committee which shall administer the Plan in
accordance with Section 3. 
     (g) "Employee" means a full-time salaried employee (including any Officer)
of the Company. 
     (h) "Organization Unit" means a major organizational component or profit 
center of the Company as determined pursuant to rules and regulations adopted 
by the Committee from time to time whose Employees are eligible to participate
in the Plan. 
     (i) "Officer" means any Employee who is an elected officer of the Company
and who is the chief manager of an Organizational Unit. 
     (j) "Award" means an award under the Plan.
     (k) "Participant" means any Employee actively employed by the Company 
during an Award Year in an Organizational Unit in a position designated as a 
participating position pursuant to rules and regulations adopted by the 
Committee from time to time. 
     (i) "Year" means the calendar year.
     (m) "Award Year" means a Year subsequent to 1973 with respect to which 
Awards are made. 

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3.   ADMINISTRATION OF THE PLAN
     The Plan shall be administered by the Executive Compensation and Personnel
Policies Committee of the Board of Directors, or such other committee as may 
be designated and appointed by the Board of Directors, which shall consist of
at least three (3) members of the Board of Directors. No member of the Committee
shall be eligible to participate and receive Awards under the Plan while serving
as a member of the Committee. 
     In addition to the powers and duties otherwise set forth in the Plan, the
Committee shall have full power and authority to administer and interpret the
Plan, to establish procedures for administering the Plan, to adopt and 
periodically review such rules and regulations consistent with the terms of the
Plan as the Committee deems necessary or advisable in order to properly carry 
out the provisions of the Plan, to receive and review an annual report to be 
submitted by the Chairman which shall describe and evaluate the operation of the
Plan, and to take any and all necessary action in connection therewith. The 
Committee's interpretation and construction of the Plan and its determination of
the amount of any Award thereunder shall be conclusive and binding on all 
persons. In making such determinations, the Committee is entitled to rely on 
information and reports provided by the Chairman. 

4.   ELIGIBILITY AND PARTICIPATION
     Pursuant to rules and regulations adopted by the Committee, the Committee 
shall designate the Organization Units and the positions which are eligible to 
participate in the Plan. 

5.   AWARDS  
     Awards shall be determined in accordance with Sections 6, 7 and 8 and 
announced to Participants by April 15 following the close of the Award Year. 

6.   DETERMINING THE ACTUAL CORPORATE FUND
     The total amount of Awards made to all Participants with respect to any 
award Year shall be determined pursuant to this section. 
     (a)  Standard Bonus Fund. There shall first be determined the Standard 
Bonus Fund for such Award Year. The Standard Bonus Fund shall be computed as 
follows:     
          (i)  The Standard Bonus for each Participant shall first be 
determined. A Participant's Standard Bonus shall be an amount equal to a 
percentage of the Participant's salary, based on the position to which the 
Participant is assigned, as determined in accordance with rules and regulations
adopted by the Committee. If a Participant does not qualify as a Participant
for the entire period of the applicable 

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Award Year, the Standard Bonus will be prorated to reflect the number of full 
calendar months that the Employee was a participant.
          (ii)  The sum of the Standard Bonuses for all Participants as 
determined under subparagraph (i) above shall constitute the amount of the 
Standard Bonus Fund.  
          (iii)  The Standard Bonus Fund for each Organization Unit shall be the
sum of all Standard Bonuses for all Participants in such Organization Unit. 
     (b)  Performance Modifier. The Performance Modifier for each Award Year 
shall be a percentage determined pursuant to rules and regulations adopted by
the Committee, based upon a comparison of the Company's profit performance with
the profit performance of other major competitors. In its rules and 
regulations concerning the determination of the Performance Modifier, the 
Committee may take into consideration such financial measures of profit 
performance (including, without limitation, consolidated earnings per share and
return on shareholder equity.)
     (c)  Actual Corporate Fund. The Actual Corporate Fund for each Award Year
shall be determined by multiplying the amount of the Standard Bonus Fund by the
Performance Modifier, in accordance with rules and regulations adopted by the 
Committee. Such Modifier may range from a minimum of zero to a maximum of two 
hundred percent (200%). The Actual Corporate Fund shall be represented by a
bookkeeping entry only and no employee of the Company shall have any vested 
right therein.
     (d)  Limits on Award Payments. Notwithstanding any other provision of the
Plan, the Board of Directors may, in its sole discretion, determine limits on 
the amount and alter the time and form of payment of Awards with respect to an 
Award Year if any of the following conditions occurs:  (i) Potlatch does not 
declare cash dividend with respect to its common stock during such Award Year,
or (ii) the Actual Corporate Fund determined pursuant to Section 6 (c) for such
Award Year exceeds four percent (4%) of Potlatch's consolidated net earnings,
before taxes, for such Award Year. 

7.   ALLOCATING THE ACTUAL CORPORATE FUND AMONG ORGANIZATION
     UNITS 
     The Chairman shall determine the basis for allocating the Actual Corporate
Fund for each Award Year among the Organization Units, taking into account the
relative size of each Organization Unit (determined with reference to the 
Standard Bonus Fund for such Organization Unit) and the performance of the 
Organization Unit in relation to its budgets; its progress toward long-term 
goals; its attainment of social, employee relations and other objectives; and
recognizing the influence of any important unforeseen and uncontrollable 
circumstances. 

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8.   DETERMINING INDIVIDUAL AWARDS
     Each Officer shall determine the amount of the Award to each Participant 
who is assigned to such Officer's Organization Unit (except the Officer's own
Award) by prescribing the basis for allocating such Organization Unit's portion
of the Actual Corporate Fund among the Participants employed in such 
Organization Unit, taking into account the amount of the Participant's Standard
Bonus and the Participant's individual performance. Each Participant's Award 
shall be subject to review by and approval of the Chairman. 

9.   FORM AND TIME OF PAYMENT OF AWARDS
     (a)  All Awards under the Plan earned on and after January 1, 1996, shall
be paid in a combination of cash and whole shares of the Company's common stock
in a ratio determined by the Committee at the time Awards are announced in 
accordance with Section 5, or as soon thereafter as reasonably practicable. The
number of shares of common stock shall be determined by dividing the dollar 
value of the portion of the Award allocated as stock by the closing price of
the Company's common stock on the date of the Committee meeting at which the 
Award payments are approved; Award amounts shall be prorated for the portion of
the Award Year the employee was an eligible Participant pursuant to the rules
and regulations adopted by the Committee from time to time. A Participant who is
dismissed shall be entitled to receive an Award only to the extent permitted 
pursuant to the rules adopted by the Committee. 
     (b)  Notwithstanding the foregoing, a Participant may elect to defer 
receipt of payment of all or significant portions of future Awards until after 
termination of employment pursuant to rules and regulations adopted by the 
Committee. However, if the payment of the Award would cause the Participant's 
annual compensation to exceed the amount deductible under the Internal Revenue
Code, the Participant will be required to defer receipt of the portion of the 
Award that would be non-deductible in the Award year until after termination of
employment. Such rules and regulations shall establish procedures for the 
Committee, at its discretion, to accelerate the schedule of payments for 
deferred Awards. 
     (c)  The cash portion of an Award, the payment of which is deferred under
(b) above, shall be credited with additional amounts during the period of 
deferral commencing on the first day of the month coinciding with or next 
following the date Awards are normally paid pursuant to Paragraph (a) above, 
and continuing during the period of deferral up to the last day of the month 
in which the amounts deferred hereunder are paid, and payable at the time that
the deferred Awards are paid. Such additional amounts shall be computed at
seventy percent (70%) of the higher of the following 

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averages during the period of deferral: (i) the prime rate charged by the major 
commercial banks as of the first business day of each calendar month (as 
reported in an official publication of the Federal Reserve System), or (ii) the
average monthly long-term rate of A rated corporate bonds (as published in 
Moody's Bond Record), and shall be compounded annually. Notwithstanding the 
foregoing, in no event shall such additional amount exceed the maximum interest 
rate allowable by law. 
     (d)  The stock portion of an Award, the payment of which is deferred under
(b) above, shall be converted into full and fractional stock units equal to the
number of shares the Participant would have received if the Award had not been 
deferred. 
          On each dividend payment date, dividend equivalents shall be credited
to each full and fractional stock unit to the extent such stock unit was in the
Participant's deferred account on the dividend record date immediately preceding
the applicable dividend payment date.  Such dividend equivalents shall be
converted into stock units as of the dividend payment date by dividing the 
amount of the dividend equivalents by the closing price of the Company's common
stock on the dividend payment date. 
          In the event of a change in the number of outstanding shares of the
Company's common stock by reason of a stock split, stock dividend, 
reclassification or other distribution of shares or other similar changes in 
the capitalization of the Company, an appropriate adjustment shall be made in
the number of each participant's stock units determined as of the date of such
occurrence. 

10.  SPECIAL AWARDS FUND
     (a)  Creation of the Fund. A Special Awards Fund shall be established with
respect to each Award Year in an amount determined by the Committee but not to
exceed ten percent (10%) of the Standard Bonus Fund for such Award Year.  The
Special Awards Fund shall be represented by a bookkeeping entry only and no 
employee of the Company shall have any vested right therein.
     (b)  Eligibility. Awards may be made in a total amount equal to the Special
Awards Fund to those Employees of the Company who are not Participants with 
respect to such Award Year, but who in the judgment of an Officer have made 
outstanding contributions to the success of the Company. 
     (c)  Selection. After the close of the Award Year, recipients of Awards 
under the Special Awards Fund shall be selected by the Chairman upon the 
recommendation of an Officer. The amount of each individual's Award under the
Special Awards Fund shall be determined by the Chairman upon the recommendation
of an Officer and shall fall within a range set forth in rules and regulations 
adopted by the Committee, expressed as minimum and maximum percentages of base
annual salary paid. Awards 

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under the Special Awards Fund shall be announced by April 15 following the 
Award Year. 
      (d)  Payment. Awards under the Special Awards Fund shall be paid in full 
in cash at the time the Award is announced or as soon as reasonably practicable
thereafter. 
      (e)  Unused Funds. Any part of the Special Awards Fund created with 
respect to any Award Year which is not used to make Awards with respect to such
Award Year may be transferred to the Actual Corporate Fund in accordance with 
the rules and regulations established by the Committee, but any unused funds
shall not be carried forward to any future Award Year. 

11.  NO ASSIGNMENT OF INTEREST
     The interest of any person in the Plan or in payments to be received 
pursuant to it shall not be subject to option or assignable either by voluntary
or involuntary assignment or by operation of law, and any act in violation of
this section shall be void. 

12.  EMPLOYMENT RIGHTS
     The selection of an Employee as a Participant shall not confer any right on
such Employee to receive an Award under the Plan or to continue in the employ of
the Company or limit in any way the right of the Company to terminate such 
Participant's employment at any time. 

13.  AMENDMENT OR TERMINATION OF THE PLAN
     The Board of Directors may amend, suspend or terminate the Plan at any 
time; provided, however, that any amendment adopted or effective on or after 
July 1, in any Award Year which would adversely affect the calculation of a 
Participant's Award or the Participant's eligibility for an Award for such Award
Year shall be applied prospectively from the date the amendment was adopted or
effective, whichever is later; provided, further that if the Plan is terminated
effective on or after July 1 in any Award Year such termination shall not 
adversely affect any Participant's eligibility for a pro rata share of an Award 
for the period of such Award Year prior to the date the termination was adopted
or effective, whichever is later, subject to all other applicable terms and
conditions of the Plan. In the event of termination of the Plan, Awards deferred
under Section 9(b) shall be paid at such times and in such amounts as provided
in Section 9(b) and the rules and regulations adopted by the Committee.

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