**POTLATCH CORPORATION****BENEFITSPROTECTION TRUST AGREEMENT**    **Page**Section 1     Definitions****  2Section 2     Creation of Trust; Contributions****  6Section 3     Payments from the Trust****  8Section 4     Management of Trust Asset****s  11Section 5     Powers of Trustee****  14Section 6     Taxes, Expenses and Compensation of Trustee****  16Section 7     Records and Accounting****  17Section 8     Indemnificatio****n  17Section 9     Administration of the Plans; Communications****  18Section 10   Resignation or Removal of Trustee ****  18Section 11   Amendment of Agreement; Termination of Trust****  20Section 12   Governing Law; Severability****  21
 **POTLATCH CORPORATION****BENEFITS PROTECTION TRUST AGREEMENT** **As Amended and RestatedEffective September 20, 2002** This amended and restated Trust Agreement, originally made as of the first dayof January, 1990, by and between POTLATCH CORPORATION, a Delaware corporation (the “Company”) and U.S. Bank National Association (formerly First Trust National Association)(the “Trustee”), and amended and restated to read asfollows effective September 20, 2002.  **WITNESSETH:** *Whereas* the Company has adopted the nonqualified plans, programs and policies and has entered into the contracts listed on Schedule 1 (collectively, the“Plans”) and may adopt or enter into other such plans, programs, policies and contracts which will be listed from time to time on Schedule 1; and  *Whereas* the Company’s obligations pursuant to the Plans are not funded or otherwise secured and the Company desires to take steps to assure that, subject to the claims of the Company’sgeneral creditors, the future payment of amounts under the Plans will not be improperly withheld in the event that a Change of Control (as hereinafter defined) of the Company should occur;  1 
 *Now, Therefore*, the Company and the Trustee agree as follows: SECTION 1.*  Definitions* (a)  “Benefit Commitments” means:  (i)  all benefits that are accrued or payable (whether on a current or deferred basis) under the Plans as of the date of the Change of Control and  (ii)  all benefits that may become payable under the Plans as in effect on the date of the Change of Control asa result of termination of a participant’s employment after such Change of Control, as described in Section 2(d).  (b)  “Change of Control” means:  (i)  Uponconsummation of a reorganization, merger or consolidation involving the Company (a “Business Combination”), in each case, unless, following such Business Combination,  (A)  all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares ofcommon stock of the Company (the “Outstanding Common Stock”) and the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) immediatelyprior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to votegenerally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company either directly or through one or moresubsidiaries), **** 2 
 (B)  no Person (as defined in (iii) below) (excludingany corporation resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such other corporation resulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except tothe extent that such ownership is based on the beneficial ownership, directly or indirectly, of Outstanding Common Stock or Outstanding Voting Securities immediately prior to the Business Combination, and  (C)  at least a majority of the members of the board of directors of the corporation resulting from suchBusiness Combination were members of the board of directors of the Company (the “Board”) at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 3 
 (ii)  On the date that individuals who, as of December2, 1999 constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to December 2, 1999 whose election, ornomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board should be considered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors, an actual or threatened solicitation of proxiesor consents or any other actual or threatened action by, or on behalf of any Person other than the Board; or**** (iii)  Upon the acquisition after December 2, 1999 by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either** (A)  the then Outstanding Common Stock or **** (B)  the combined voting power of the Outstanding Voting Securities;  provided, however, that the following acquisitions shall not be deemed to be covered by this subparagraph (iii):  (x)  any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company, 4 
 (y)  any acquisition of Outstanding Common Stock orOutstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company, or **** (z)  any acquisition of Outstanding Common Stock Outstanding Voting Securities by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of Subsection 1(b)(i)of this Agreement, or  (iv)  Upon the consummation of the sale of all or substantiallyall of the assets of the Company or approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.  (c)  “Company “ means Potlatch Corporation, a Delaware corporation, and its successor and assigns.  (d)  “Independent Administrator” means an independent professional benefits consulting or administrative firm appointed pursuant to Section 3(b).**** (e)  “Insolvent” means that the company is unable to pay its debts as they mature or is subject to a pendingproceeding as a debtor under the Bankruptcy Code.  (f)  “Participants” mean the active andformer directors and employees of the Company or its subsidiaries or affiliates who are entitled to benefits under the Plans. 5 
 (g)  “Plans” mean the nonqualified plans, programs, policiesand contracts listed on Schedule 1adopted or maintained by the Company or a subsidiary or affiliate of the Company. The Company may from time to time add to or delete items from Schedule 1 by notifying the Trustee in writing; provided, however, thatno such change to Schedule 1 may be made after a Change of Control has occurred. The Company shall provide the Trustee with a current copy of each Plan and any amendments thereto.  (h)  “Trust” means the Potlatch Corporation Benefits Protection Trust established pursuant to this Agreement.  (i)  “Trustee” means U. S. Bank National Association, or any successor trustee appointed pursuant to Section 10. (j)  “Trust Fund” means all moneys, securities and other property held by the Trustee underthe Trust.  SECTION 2.  *Creation of Trust; Contributions* (a)  Concurrently with the execution of this Agreement, the Company deposited with the Trustee $100 in cash. From time to timethe Company shall also deposit with the Trustee such contributions as may be permitted or required pursuant to Sections 2(c) and 2(d) of this Agreement. All such contributions and all accumulations and accruals, and the earnings and income withrespect thereto, shall be held by the Trustee in trust pursuant to this Agreement and shall be invested, reinvested and applied as provided herein. The Trustee hereby accepts being named as Trustee under this Agreement and agrees to hold the TrustFund subject to all of the terms and conditions hereof. 6 
 (b)  The Trust established hereunder shall be revocable by the Companyat any time before a Change of Control**,** but shall be irrevocable upon and after a Change of Control. The Trust is intended at all times to be a grantor trust as described in section 671 of the Internal Revenue Code of 1986, as amended, andall income earned on the assets of the Trust Fund shall be taxable to the Company, whether before or after the Trust becomes irrevocable. All taxes with respect to the Trust shall be payable by the Company from its separate funds and shall not becharged against the Trust Fund.  (c)  The Company, with the concurrence of the Trustee, may at any timedeposit with the Trustee cash or marketable securities to be credited to the Trust Fund.  (d)  Within 30days after a Change of Control has occurred, the Company shall deposit with the Trustee cash or marketable securities (other than stock or debt obligations of the Company) to be credited to the Trust Fund in an amount which, when added to any fundsalready credited to the Trust Fund, the Company reasonably determines will be at least sufficient to pay:  (i)  the Benefit Commitments, and**** (ii)  allanticipated future expenses of the Trust Fund, including the fees and expenses of the Trustee described in Section 6(b).  (e)  At least annually after a Change of Control, the Independent Administrator shall retain an actuary to re-determine the amount determined pursuant to (d) above. Such re-determination shall be performed using the factorsand assumptions set forth in Schedule 3. If the current fair market value of the assets of the Trust Fund does not equal or exceed 110% of the amount so re-determined, the Independent Administrator shall so advise the Company and the Company shall,within 30 days after receiving such notice, make an irrevocable contribution to the Trust equal to the excess of the re-determined amount over the current fair market value of the assets of the Trust Fund. 7 
 (f)  The Trustee shall not be responsible for the computation orcollection of any contribution to the Trust Fund.  SECTION 3.  *Payments from the Trust* (a)  Upon the effective date of this Agreement, the Company shall furnish the Trustee with writteninformation regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis.  (b)  The Company shall have the duty to notify the Trustee if a Change of Control occurs. If the Company fails to provide suchnotice and the Trustee has a reasonable basis for believing that a Change of Control has occurred, then the Trustee shall be authorized to act under this section as if the Company had provided such notice. After a Change of Control, the Companyshall:(i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less frequently thanannually; (iii) furnish the Trustee with any other information the Trustee may reasonably request within 30 days after such request; and (iv) within 30 days following the Change of Control, appoint an Independent Administrator which shall assumeresponsibility for the administration of the Plans and provide such information and assistance as may be necessary or appropriate to assist the Independent Administrator to carry out its duties in connection with the Plans. 8 
 (c)  Before a Change of Control, the Trustee shall make payments fromthe Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Company. The Company may withdraw funds from the Trust Fund for any purpose at any time before a Change of Control.  (d)  After a Change of Control the Trustee shall pay the Benefit Commitments to the Participants and their beneficiaries in theamounts and at the time directed by the Independent Administrator. **** (e)  Except as provided inSection 2(d) or Section 11(d), no funds shall be paid to the Company after a Change of Control unless the Trustee determines in its sole discretion that the funds will never be required to pay Benefit Commitments under the Plans and expenses of theTrust Fund and the Independent Administrator.  (f)  After a Change of Control the Trustee shall paybenefits (including, without limitation, benefits accruing on account of services rendered after the date of the applicable event or on account of a period of employment after the applicable event) under the Plans in excess of the BenefitCommitments only if the Company deposits additional cash or marketable securities sufficient to pay such excess benefits or the Trustee determines in its sole discretion that the Trust Fund is sufficient to pay all Benefit Commitments, expenses ofthe Trust Fund and such excess benefits, and the Company agrees in writing that it will not make a request pursuant to Section 3(e) prior to the termination of the Trust that the Trustee make a distribution of funds in excess of the amount necessaryto pay the Benefit Commitments and Trust Fund expenses. 9 
 (g)  Payments to Participants and their beneficiaries pursuant toSections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. In any month in which the Trustee determines that the Trust Fund does not have sufficient funds to provide for thepayment of all benefits due in such month under the Plans, the amount otherwise payable to each such Participant or beneficiary during such month shall be reduced proportionately; provided, however, that after a Change of Control any payments inexcess of the Benefit Commitments shall be reduced as necessary or completely terminated before payment of any Benefit Commitments shall be reduced.  (h)  Notwithstanding any other provisions of this Agreement, if before or after a Change of Control the Trustee is notified by the Company or the Trustee has a reasonable basis for believingthat the Company is Insolvent, the Trustee shall discontinue benefit payments from the Trust Fund and shall hold the assets of the Trust Fund to satisfy the claims of the Company’s general and judgment creditors. For this purpose, the knowledgeof any of its affiliates shall not be imputed to the Trustee. The Trustee shall resume benefit payments only after determining that the Company is not Insolvent or as directed by a court of competent jurisdiction.  (i)  The Company shall have the duty to notify the Trustee if the Company becomes Insolvent. Except as provided in the nextsentence, the Trustee shall have no duty to inquire whether the Company is Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company is Insolvent, the Trustee shall independently determine or,within 30 days after receipt of such notice, shall petition a court to determine whether the Company is Insolvent and shall suspend benefit payments pending such determination. The Company shall promptly provide all information reasonably requestedby the Trustee to enable the Trustee or the court to make such determination. 10 
 (j)  If the Trustee discontinues or suspends benefit payments underSection 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made during the period of discontinuance orsuspension, less any payments made by the Company to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 70% of the prime rate at large U.S. money center commercial banks as reported in the WallStreet Journal from time to time throughout such period.  (k)  No Participant or beneficiary shall haveany claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Company**.** SECTION 4.  *Management of Trust Assets* (a)  Prior to a Change of Control, the Trust Fund shall be held, invested and reinvested by the Trustee as directed in writingby the Company from time to time.  (b)  After a Change of Control, the Trustee shall have exclusiveauthority and discretion to manage and control the Trust Fund and may employ investment managers (including affiliates of the Trustee) to manage the investment of the Trust Fund. In exercising such authority and discretion, the Trustee shall beguided by the investment policy guidelines established by the Company for this purpose. 11 
 The Trustee shall discharge its investment duties with the care, skill, prudence and diligence under thecircumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.  (c)  In no event shall assets of the Trust Fund be invested in debt obligations of the Company.  (d)  To the fullest extent permitted by law, the Trustee is expressly authorized to: **** (i)  retain the services of U.S. Bancorp Piper Jaffray Inc. or any other registered broker-dealer organization hereafter affiliated with U.S. BankNational Association, and any future successors in interest thereto (collectively for the purposes of this paragraph referred to as the “Affiliated Entities”), to provide services to assist in or facilitate the purchase or sale ofinvestment securities in the Trust, **** (ii)  acquire as assets of the Trust sharesof mutual funds to which Affiliated Entities provides, for a fee, services in any capacity and  (iii)  acquire in the Trust any other services or products of any kind or nature from the Affiliated Entities regardless of whether the same or similar services or products are available from other institutions. The Trust may directly or indirectly (through mutual funds fees and charges, for example) pay management fees,transaction fees and other commissions to the Affiliated Entities for the services or products provided to the Trust and such mutual funds at such Affiliated Entities’ standard or published rates without offset (unless required by law) from anyfees charged by the Trustee for its services as Trustee. 12 
 The Trustee may also deal directly with the Affiliated Entities regardless of thecapacity in which it is then acting, to purchase, sell, exchange or transfer assets of the Trust even though the Affiliated Entities are receiving compensation or otherwise profiting from such transaction or are acting as a principal in suchtransaction.  (e)  Each of the Affiliated Entities is authorized to  (i)  effect transactions on national securities exchanges for the Trust as directed by the Trustee, and (ii)  retain any transactional fees related thereto, consistent with Section 11(a)(1)of the Exchange Act, as amended, and related Rule 11a2-2(T).  (iii)  Includedspecifically, but not by way of limitation, in the transactions authorized by this provision are transactions in which any of the Affiliated Entities are serving as an underwriter or member of an underwriting syndicate for a security being purchasedor are purchasing or selling a security for its own account. In the event the Trustee is directed by the Company or any designated investment manager, as applicable hereunder (collectively referred to for purposes of this paragraph as the“Directing Party”), the Directing Party shall be authorized, and expressly retains the right hereunder, to direct the Trustee to retain the services of, and conduct transactions with, Affiliated Entities fully in the manner describedabove. 13 
 SECTION 5.  *Powers of Trustee* Subject to Sections 3 and 4, the Trustee shall have full power and authority with respect to any and all moneys, securities andother property at any time received or held in the Trust Fund to do all such acts, take all such proceedings and exercise all such rights and privileges, whether herein specifically referred to or not, as could be done, taken or exercised by theabsolute owner thereof, including, without in any way limiting the generality of the foregoing, the following:  (a)  To collect and receive the income of the Trust Fund and to invest and reinvest the Trust Fund in investments of any kind;  (b)  To pay the expenses of the Trust (excluding any taxes payable by the Company under Section 2(b)) out of the Trust Fund, including the fees and reasonable expenses of the IndependentAdministrator and including reasonable compensation for its services as Trustee (if and to the extent that the Company does not pay such expenses and compensation);  (c)  To employ suitable agents and counsel, and pay their reasonable expenses and compensation out of the Trust Fund (if and to the extent that the Company doesnot pay such expenses and compensation);  (d)  To sell, convey, exchange or otherwise dispose of anyproperty at any time held in trust hereunder;  (e)  To hold uninvested any cash contributions to theTrust Fund and to create reserves of cash or other assets of the Trust Fundin the banking department of any affiliate of the Trustee, without liability for interest thereon, for the payment of expenses, or for distributions pursuant to the Plans, orfor any other purpose in connection with the Plans, notwithstanding the affiliate’s receipt of “float” from such uninvested cash; 14 
 (f)  To deposit any moneys at any time held in the Trust Fund in anysavings bank, in the savings department of any bank or in a banking affiliate of the Trustee;  (g)  Toinvest assets of the Trust Fund in any mutual funds advised by the Trustee or any of its affiliates or for which an affiliate of the Trustee acts as a custodian or other service provider and to receive management fees from such mutual funds forservices performed for such funds;  (h)  To have, respecting bonds, shares of corporate stock and othersecurities, all the rights, powers and privileges of an owner, including holding securities in the name of the Trustee or in the name of a nominee securities depository with or without disclosure of the Trust, voting any corporate stock either inperson or by proxy, with or without power of substitution, making payment of calls, assessments or other sums deemed by the Trustee expedient for the protection of the Trust Fund, exchanging securities, selling or exercising stock subscriptions orconversion rights, participating in foreclosures, reorganizations, consolidations, mergers, liquidations, pooling agreements, voting trusts, and assenting to corporate sales, leases and encumbrances. The Trustee may provide to the Company (or, aftera Change of Control, to the Independent Administrator) the proxy of any security when in the Trustee’s judgment the Trustee or one of its affiliates may have a conflict of interest; 15 
 (i)  To enter into any contracts with, or purchase any annuities from,any insurance company or insurance companies for the purpose of providing for distributions under the Plans; and  (j)  To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust or the Trust Fund; to commence or defend legal proceedings for or against the Trust; and to represent theTrust in all proceedings in any court of law or equity or before any other body or tribunal.  SECTION 6.  *Taxes, Expenses and Compensation of Trustee* (a)  The Company shall pay any federal, state, local or other taxes imposed with respect to the assets or income of the Trust Fund. At the direction of the Company (or, following a Change of Control, at the direction of theIndependent Administrator), the Trustee shall deduct any payroll or income taxes required to be withheld from any payments made to Participants or their beneficiaries from the Trust Fund.  (b)  The fees and expenses of the Trustee set forth in Schedule 2 as it may be amended from time to time in accordance with the published fee schedule of theTrustee and the Trustee’s reasonable expenses, including but not limited to the retention of legal counsel, accountants and actuaries and such other professionals as the Trustee determines are necessary or appropriate to enable it to performits services as Trustee, shall be charged to and payable from the Trust Fund on a monthly basis, or on such other basis as the Trustee deems reasonable, except to the extent that such fees and expenses are paid by the Company. 16 
 SECTION 7.  *Records and Accounting* (a)  The Trustee shall keep accurate and detailed records and accounts with respect to all assets included in theTrust Fund and all investments, receipts and disbursements and other transactions involving the Trust, except that the Company shall maintain all accounts for Participants and their beneficiaries as provided in the Plans. All accounts, books andrecords maintained by the Trustee shall be open to inspection by any person designated by the Company at all reasonable times.  (b)  Within 60 days following the close of each calendar year or the date of removal or resignation of the Trustee or termination of the Trust, the Trustee shall file with the Company a written report setting forth allinvestments, receipts, disbursements and other transactions effected by it during the calendar year or part thereof for which the report is filed, in such form as the Company and the Trustee shall agree. The Trustee also shall render such additionalstatements or reports to the Company as the Company may reasonably request from time to time.  SECTION 8.  *Indemnification* The Company shall indemnify and holdthe Trustee harmless from and against any liability that the Trustee may incur in the administration of the Trust (including reasonable attorneys’ fees), unless arising from the Trustee’s own gross negligence, willful misconduct, orwillful breach of the provisions of or its obligations under this Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this trust agreement, except as required by law.17 
 SECTION 9.  *Administration of the Plans;Communications* (a)  The Company shall administer the Plans as provided therein and subject toSection 3(d), the Trustee shall not be responsible in any respect for administering the Plans. The Trustee shall not be responsible for the adequacy of the Trust Fund to meet and discharge all payments and liabilities under the Plans.  (b)  Any action of the Company, or if applicable, the Independent Administrator under any provision of this Agreementshall be evidenced by a written instrument signed by an authorized agent of the Company or if applicable, the Independent Administrator. The Company, or if applicable, the Independent Administrator shall furnish the Trustee from time to time withevidence satisfactory to the Trustee as to the agents authorized to sign such instruments.  SECTION10.  *Resignation or Removal of Trustee* (a)  The Trustee may resign at any time and forany reason before a Change of Control upon written notice to the Company. After receipt of such written notice, the Company shall appoint a successor trustee that will become Trustee upon its acceptance of the Trust. The Trustee’s resignationshall become effective upon the earlier of the date six months after such written notice is provided or the date the successor trustee is appointed by the Company and accepts the Trust. The Trustee shall have no duty to find or secure theappointment of a successor upon its resignation pursuant to this Section 10(a). 18 
 (b)  After a Change of Control, the Trustee may resign at any time andfor any reason upon written notice to the Company, and, if applicable, the Independent Administrator. Such resignation shall become effective only if:  (i)  The Trustee has obtained the agreement of a bank to act as successor trustee which bank (A) is among the 100 largest banks in the UnitedStates, as measured by deposits, (B) has a rating of “B/C” or greater based upon the most current rating from Keefe, Bruyett & Woods (“KB&W”) or its successor, or if KB&W or its successor should cease to publishratings, then a short-term debt rating from Moody’s of “P-1” or greater, or from Standard and Poor’s of “A-1” and (C) has no present commercial banking relationship with the Company or any of its subsidiaries,affiliates or successors; or  (ii)  A court of competent jurisdiction has appointed asuccessor trustee, but only after the Trustee has used its best efforts to find a successor pursuant to (i) above. **** The Trustee shall continue to be trustee of the Trust Fund until the new trustee is in place, and the Trustee shall be entitled to expenses and fees (including expenses incurred in finding a successor trustee or petitioning a courtto name a successor trustee) through the later of the effective date of its resignation as Trustee or the end of its custodianship of the Trust Fund.  (c)  Prior to a Change of Control, the Company may remove the Trustee upon 30 days written notice to the Trustee, or upon such shorter period as is acceptable to the Trustee. Such removalshall become effective, however, only upon the occurrence of all of the following events:  (i)  The appointment by the Company of a successor trustee;  (ii)  The acceptance of the Trust by the successor trustee; and  (iii)  The delivery of the Trust Fund to the successor trustee. 19 
 (d)  Following a Change of Control, the Independent Administrator, ifit agrees to assume such power and responsibility, may remover the Trustee by following the steps prescribed for the Company in (c) above.  (e)  Upon designation or appointment of a successor trustee, the Trustee shall transfer the Trust Fund to the successor trustee reserving such reasonable sums as the Trustee shall deem necessary to defray itsexpenses in settling its accounts and to pay any of its compensation due and unpaid. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from either the Company or theTrust Fund held by thesuccessor trustee, or both.  SECTION 11.  *Amendment ofAgreement; Termination of Trust* (a)  The Company shall have the right at any time prior to a Changeof Control to amend this Agreement by an instrument in writing duly executed and delivered to the Trustee, or to terminate the Trust; provided, however, that the duties, powers and liabilities of the Trustee hereunder shall not be substantiallychanged without its written consent.  (b)  The provisions of this Agreement and the Trust created herebymay not be amended or terminated by the Company after a Change of Control. The Trustee, after a Change of Control, may amend the provisions of this Agreement to the extent required by applicable law. 20 
 (c)  In the event the Company terminates the Trust prior to theoccurrence of a Change of Control, the Trustee shall reserve such sums as it deems necessary to pay its fees and expenses, and shall distribute all remaining assets of the Trust Fund in accordance with the written directions of the Company. (d)  The Trust shall be terminated upon the earlier of the exhaustion of the Trust Fund or the finalpayment of all amounts payable to all of the Participants and their beneficiaries pursuant to the Plans, and the payment of all amounts due to the Trustee and all costs and expenses chargeable to the Trust. Promptly upon termination of this Trust,and after payment of all fees, expenses and indemnities due to or incurred by the Trustee hereunder, any remaining portion of the Trust Fund shall be paid to the Company.  SECTION 12.  *Governing Law; Severability* (a)  This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota.  (b)  Any provision of this Agreement that is determined to be invalid or unenforceable shall be ineffective without invalidating the remaining provisions hereof. (c)  This Agreement shall have binding effect on the successors and assigns of the Company and on allparent an subsidiary companies related to any such successor or assign. 21 
 IN WITNESS WHEREOF, the parties hereto have caused this amended and restatedAgreement to be executed by their duly authorized officers as of the day and year first above written.  POTLATCH CORPORATIONBy: /S/    GERALD L.ZUEHLKE          **Gerald L. Zuehlke****VicePresident Finance and Chief****Financial Officer** US BANK NATIONAL ASSOCIATIONBy: /S/    CRAIG R.JOHNSTON          **Craig R. Johnston****VicePresident, Trust Officer**  22 
 **Schedule 1** **The Plans** PotlatchCorporation Salaried Employees’ Supplemental Benefit Plan  Potlatch Corporation ManagementPerformance Award Plan  Potlatch Corporation Severance Program for Executive Employees Potlatch Corporation Directors Deferred Compensation Plan**** Potlatch Corporation Directors Retirement Plan (frozen)**** Potlatch Corporation Employee Severance Plan*****  Supplemental Retirement Benefit and Life InsuranceAgreement Between Potlatch Corporation and Richard B. Madden dated as of February 19, 1988  Deferred Compensation Agreement Between Potlatch Corporation and Richard N. Congreve dated as of December 2, 1982, as amended  Severance and/or Employment Agreements:  Akerman,Emery  Bacon, John  Beech, John  Black, Douglas L.  Biazzo, Thomas  Brenner, Richard  Bullard, Richard  Cheek, George  Clark, Kenneth  Collier, James  Davis, Brian  DeBourde, Robert  DeRocher, Earl  Deward, Carlton  Durand, Daniel  Fleshman, Nancy (survivor of James Fleshman)  Grove, Harry  Hanby, John  Hawley, Robert  Hedden, Helen  Johansen, Daniel  Kosloski, Erwin * The contributions made to the Trust Fund by the Company with respect to the Employee Severance Plan shall be held in a separate sub-account and the provisionsof Section 3 shall apply separately to such sub-account. 23 
 Krantz, Irwin  Martin, F. Lynn  McAdoo, James  McBirney, Helen  Morris, James  Morton, William  Nordholm, Richard  Norha, Patrick  Page, Gordon  Powell, Sandra  Rehm, Roland  Robison, John  Rosenbaum, Lester  Saarela, Edward  Smrekar, Thomas J.  Tate, Terry  Warner, Richard  Wolhaupter, John   24 
 **Schedule 2** **Fee Schedule** **TO BE DETERMINED**25 
 **Schedule 3** **Summary of Funding Methods and Assumptions for****Severance Contracts, EmploymentAgreements and****Supplement Defined Benefit Plan** **Discount Rate** Moody’s Seasoned Aaa Corporate Bond Yield for the month in which thevaluation date falls, less 0.50%. At January, 2001, yield was 7.15% (6.65% after removing 50 basis points).  **Termination andRetirement** All active participants terminate two years after the valuation date, or immediately, if thatproduces a higher liability. Benefit payments begin at the earliest retirement date following termination.  **Mortality** No mortality before retirement. Post-retirement mortality using 1983 Group Annuity mortality table. **Trust Expenses** 5% of liabilities. 26