Potlatch Corp ▼

ASSET PURCHASE AGREEMENT

(ADAMS)

between

POTLATCH FOREST HOLDINGS, INC.

and

WESTERN PACIFIC TIMBER, LLC

Dated as of September 11, 2007

TABLE OF CONTENTS

2.1

2.2

2.3

2.4

ASSET PURCHASE AGREEMENT

(CENTRAL IDAHO)

between

POTLATCH FOREST HOLDINGS, INC.

and

WESTERN PACIFIC TIMBER, LLC

Dated as of September 11, 2007

TABLE OF CONTENTS

2.1

2.2

2.3

2.4

POTLATCH CORPORATION

BENEFITS PROTECTION TRUST AGREEMENT

As Amended and Restated Effective September 16, 2006

POTLATCH CORPORATION

BENEFITS PROTECTION TRUST AGREEMENT

TABLE OF CONTENTS

SECTION 1.

SECTION 2.

SECTION 3.

SECTION 4.

SECTION 5.

EMPLOYMENT AGREEMENT

BETWEEN

MICHAEL J. COVEY

AND

POTLATCH CORPORATION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this �Agreement�) is made and entered into this 6th day of February, 2006, by and among Potlatch Corporation, a Delaware corporation (the �Company�), and Michael J. Covey (�Executive�), to be effective as of the Effective Date, as defined in Section 1.

BACKGROUND

The Company desires to retain Executive as the President and Chief Executive Officer of the Company from and after the Effective Date, in accordance with the terms of  . . .

POTLATCH FOREST HOLDINGS, INC.

(Successor to Potlatch Corporation)

as Issuer

MEDIUM-TERM NOTES

Due from 9 months to 30 Years from Date of Issue

FIRST SUPPLEMENTAL INDENTURE

Dated as of February 3, 2006

To

INDENTURE

Dated as of November 27, 1990

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee

- 1 -

FIRST SUPPLEMENTAL INDENTURE, dated as of February 3, 2006 (this �Supplemental Indenture�), among Potlatch Forest Holdings, Inc., a Delaware corporation (�Forest Holdings�), and Deutsche Bank Trust  . . .

POTLATCH CORPORATION

PERFORMANCE SHARE AGREEMENT

2005 STOCK INCENTIVE PLAN

THIS PERFORMANCE SHARE AGREEMENT made and entered into the Grant Date specified in the attached addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the �Corporation�), and the employee of the Corporation named in the attached addendum (�Employee�),

W I T N E S S E T H:

WHEREAS, the Corporation maintains the 2005 Stock Incentive Plan (the �Plan�), which is incorporated into and form a part of this Agreement, and the Employee has been selected to receive a contingent grant of  . . .

POTLATCH CORPORATION

PERFORMANCE SHARE AGREEMENT

2005 STOCK INCENTIVE PLAN

THIS PERFORMANCE SHARE AGREEMENT (this �Agreement�) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement by and between POTLATCH CORPORATION, a Delaware corporation (the �Corporation�), and the employee of the Corporation or an Affiliate named in the Addendum (the �Employee�).

W I T N E S S E T H:

WHEREAS, the Corporation maintains the Potlatch Corporation 2005 Stock Incentive Plan (the �Plan�), which is incorporated into and forms a part of this Agreement, and the  . . .

POTLATCH FOREST HOLDINGS, INC.

(Successor to Potlatch Corporation)

as Issuer

10% SENIOR SUBORDINATED NOTES DUE JULY 15, 2011

SECOND SUPPLEMENTAL INDENTURE

Dated as of February 3, 2006

To

INDENTURE

Dated as of June 29, 2001,

as supplemented as of October 21, 2004

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

- 1 -

SECOND SUPPLEMENTAL INDENTURE, dated as of February 3, 2006 (this �Supplemental Indenture�), among Potlatch Forest Holdings, Inc., a Delaware corporation (�Forest Holdings�), and U.S. Bank  . . .