AMENDMENT TO STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into by and between
POTLATCH CORPORATION, a Delaware corporation (the "Corpora-
tion"), and the employee of the Corporation named in the
attached addendum to this Agreement ("Employee"),
W I T N E S S E T H:
Whereas the Corporation and Employee have hereto-
fore entered into a stock option agreement as of the Date of
Grant specified in the addendum to this Agreement (the
"Stock Option Agreement"); and
Whereas the parties hereto desire to amend the
Stock Option Agreement as set forth herein;
N o w, T h e r e f o r e, to encourage stock
ownership by employees of the Corporation and for other
valuable consideration, the parties hereto agree as follows:
1. A stock appreciation right is hereby added to
the option granted pursuant to the Stock Option Agreement,
subject to all of the terms and conditions of the Stock
Option Agreement to the same extent as if the Stock Option
Agreement originally had provided for such stock apprecia-
tion right; provided, however, that the stock appreciation
right shall not be exercisable before
2. If the option granted pursuant to the Stock
Option Agreement originally was designated as an Incentive
Stock Option in the Stock Option Agreement, such option is
hereby redesignated as a Nonqualified Stock Option, as
defined in the Stock Option Agreement.
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Exhibit (lO)(g)(ii)
ADDENDUM TO AMENDMENT TO STOCK OPTION AGREEMENT
1. Stock Option Plan (check one):
[ ] 1983 Stock Option [ ] 1976 Stock Option
Plan Plan
2. Name of Employee:_________________________________________
3. Term of Option: Date of Grant_______________ to __________
4. Exercise Price: $ ________ per share
5. Number of shares subject to the Stock Option Agreement on
date of amendment, subject to adjustment as provided in the
Stock Option Agreement:____________ shares
6. The Option is (check one):
[ ] An Incentive Stock [ X ] A Nonqualified Stock
Option Option
7. The Vesting Schedule and Call Periods for the Option are:
No. of Shares
Outstanding
on Date of Vesting Schedule Call Period
Amendment From To From To
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
___________ __________ __________ __________ __________
IN WITNESS WHEREOF, the Corporation has caused this
addendum to the Agreement to be executed on its behalf by its
duly authorized representative and the Employee has executed the
same on the date indicated below:
POTLATCH CORPORATION
Date ____________________ By _______________________
Secretary
Date ____________________ _______________________
Employee