0001445305-13-000301 Sample Contracts

COMPANY LETTERHEAD]
Letter Agreement • February 25th, 2013 • Clearwater Paper Corp • Paperboard mills • Washington

The purpose of this letter agreement (this “Agreement”) is to confirm important terms and conditions pertaining to your employment as President and Chief Executive Officer of Clearwater Paper Corporation (the “Company”) and supersedes in its entirety that prior agreement dated December 9, 2011 between you and the Company.

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CLEARWATER PAPER CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 25th, 2013 • Clearwater Paper Corp • Paperboard mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made and entered into on the Grant Date specified in the attached Addendum to this Agreement, by and between Clearwater Paper Corporation, a Delaware corporation (the “Corporation”), and the Employee named in the attached Addendum (the “Employee”).

COMPANY LETTERHEAD]
Letter Agreement • February 25th, 2013 • Clearwater Paper Corp • Paperboard mills • Washington

The purpose of this letter agreement (this “Agreement”) is to confirm important terms and conditions pertaining to your retirement, severance and transition services in regards to Clearwater Paper Corporation (the “Company”).

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 25th, 2013 • Clearwater Paper Corp • Paperboard mills • California

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 27, 2012 is entered into by and among the financial institutions signatory hereto (each a “Lender” and collectively the “Lenders”), BANK OF AMERICA, N.A., as Agent for the Lenders (in such capacity, “Agent”) and CLEARWATER PAPER CORPORATION, a Delaware corporation (“Borrower”).

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