Long-Term Performance Period Uses in Change in Control Clause

Change in Control from Incentive Plan

Potlatch Corporation, Inc., a Delaware corporation (the "Company"), has granted you a contingent Award (the "Award") of Performance Shares pursuant to Section 8.1 of the 2014 Long-Term Incentive Plan, as amended from time to time (the "Plan"). The Award is subject to all the terms and conditions set forth in this Performance Share Award Notice (the "Award Notice"), the Performance Share Award Agreement (the "Award Agreement"), Appendix A (attached) and the Plan, which are attached or available as provided below and incorporated into the Award Notice in their entirety.

Change in Control. Notwithstanding any other provision in this Award Agreement, the Annual Performance Period and Long-Term Performance Period shall be deemed concluded on the effective date of a Change in Control. As of that date, the Section 162(m) Target shall be deemed to have been satisfied and the Committee shall determine the Target Number of Performance Shares, plus the dividend equivalents calculated on the Target Number of Performance Shares (collectively, the "Performance Share Award Amount"). The Performance Share Award Amount shall be converted into an award of restricted stock units representing the right to receive shares of common stock of the Successor Company having a fair market value that is substantially equal to the fair market value of the Performance Share Award Amount, as determined immediately prior to and immediately after the effective date of the Change in Control, as the case may be (the "Assumed Performance Share Awards"). Assumed Performance Share Awards will be subject to the same payment schedule set forth in Section 5 and the other terms and conditions as applied to the Award immediately prior to the effective date of the Change in Control. 4. Vesting(a) GeneralThe number of Performance Shares that may vest under this Award and the timing of vesting of the Performance Shares shall depend upon achievement of the Section 162(m) Performance Target during the Annual Performance Period and the Performance Measures established for the Long-Term Performance Period and shall be determined in accordance with the Performance Matrix. Except as otherwise set forth in this Award Agreement, the Award will terminate and be subject to forfeiture upon your Termination of Service as set forth in Section 4(b) below. If the Section 162(m) Performance Target is not satisfied (or deemed satisfied in accordance with Section 3(b) above) or the Performance Measures established for the Long-Term Performance Period are not satisfied in accordance with the Performance Matrix, the Award will be canceled immediately and no shares of Common Stock shall be issued pursuant to this Award Agreement.(b) Termination of Service - GeneralExcept as otherwise provided in Section 4(d) below, upon your Termination of Service for any reason (other than death, Disability or Retirement) during the Long-Term Performance Period (as determined without regard to any deemed conclusion of such Performance Period under Section 3(b)), any portion of the Award that has not become earned and vested will immediately terminate and the Award shall immediately be forfeited without payment of any further consideration to you.

Change in Control from Incentive Plan

Potlatch Corporation, Inc., a Delaware corporation (the "Company"), has granted you a contingent Award (the "Award") of Performance Shares pursuant to Section 8.1 of the 2014 Long-Term Incentive Plan, as amended from time to time (the "Plan"). The Award is subject to all the terms and conditions set forth in this Performance Share Award Notice (the "Award Notice"), the Performance Share Award Agreement (the "Award Agreement"), Appendix A (attached) and the Plan, which are attached or available as provided below and incorporated into the Award Notice in their entirety.

Change in Control. If you experience a Post-Change in Control Separation from Service, you shall be entitled to the Performance Share Award Amount determined in accordance with Section 3(b).5. Settlement of Awards (a) SettlementSubject to the terms and conditions set forth in this Award Agreement, vested Performance Shares shall be issued within sixty (60) days following the earliest to occur of the following (i) January 1 of the calendar year immediately following the calendar year that includes the last day of the Long-Term Performance Period (as determined without regard to any deemed conclusion of such Performance Period under Section 3(b)) and (ii) an Employee's Post-Change in Control Separation from Service.(b) Other LimitationsNotwithstanding anything to the contrary in this Award Agreement, you shall not receive shares of Common Stock pursuant to this Award Agreement to the extent the settlement of the Award would result in a violation of the stock ownership limitations set forth in the Company's Restated Certificate of Incorporation or would impair the Company's status as a "real estate investment trust" within the meaning of Sections 856 through 860 of the Code.6. Dividend Equivalents (a) GeneralThis Award shall be credited with dividend equivalents for any dividends declared and paid with respect to the Common Stock after the Grant Date and before the date the Performance Shares are settled pursuant to Section 5 above. Prior to the date the Award is settled pursuant to Section 5 above (unless the Award is forfeited), dividend equivalents shall be converted into additional contingent Performance Shares by dividing (i) the aggregate amount or value of the dividends paid with respect to that number of shares equal to the number of Performance Shares subject to this Award by (ii) the Fair Market Value per share of the Common Stock on the applicable dividend payment date. Such additional contingent Performance Shares shall be forfeited or vest and be settled in the same manner as the underlying Performance Shares to which they relate.(b) Change in ControlFollowing the effective date of the Change in Control, dividend equivalents shall continue to accrue on the Assumed Performance Share Awards until the date of settlement. Such dividend equivalents shall be converted into Successor Company restricted stock units as of the dividend payment date by dividing the amount of the dividend equivalents by the fair market value of one share of common stock of the Successor Company on the dividend payment date and such additional restricted stock units shall be subject to the same payment schedule and other terms and conditions as the Assumed Performance Share Awards to which they are attributable.7. Securities Law Compliance(a) You represent and warrant that you (i) have been furnished with a copy of the Plan and all information which you deem necessary to evaluate the merits and risks of receipt of the Award, (ii) have had the opportunity to ask questions and receive answers concerning the information received about the Award and the Company, and (iii) have been given the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. (b) You confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any administrator under the Securities Act or any other applicable securities act (the "Acts") and that the Shares cannot be resold unless they are registered under the Acts or unless an exemption from such registration is available. (c) You understand that the Company is under no obligation to register or qualify the Shares with any securities or other governmental authority and is not required to seek approval or clearance from any such authority for the issuance or sale of the Shares. You further understand that the Company has no obligation to you to maintain any registration of the Shares with the Securities Exchange Commission and has not represented to you that it will so maintain registration of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and this Award Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. (d) You hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Award Agreement or the breach by you of any terms or conditions of this Award Agreement.8. Transfer Restrictions Except as otherwise provided in this Award Agreement, neither the Award nor any right or privilege conferred by this Award Agreement shall be sold, assigned, pledged (as collateral for a