S-4

As filed with the Securities and Exchange Commission on April 6, 2010

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POTLATCH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	6798	82-0156045
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

601 West First Avenue, Suite 1600

Spokane, WA 99201

(509) 835-1500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

Eric J. Cremers

Vice President, Finance and Chief Financial Officer

Potlatch Corporation

601 West First Avenue, Suite 1600

Spokane, WA 99201

(509) 835-1500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies To:

Blair W. White, Esq. Justin D. Hovey, Esq. Pillsbury Winthrop Shaw Pittman LLP P.O. Box 7880 San Francisco, CA 94120 (415) 983-1000 (415) 983-1200 (facsimile) John D. Rayis, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 333 West Wacker Drive Chicago, IL 60606 (312) 407-0700 (312) 407-0411 (facsimile)

Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x		Accelerated filer  ¨
Non-accelerated filer  ¨	(Do not check if a smaller reporting company)	Smaller reporting company  ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
7 1/2% Senior Notes due 2019	$150,000,000	100%	$150,000,000	$10,695
Guarantees of the 7 1/2% Senior Notes due 2019(2)	N/A	N/A	N/A	(3)
Total:	$150,000,000	100%	$150,000,000	$10,695

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2) Certain wholly owned domestic subsidiaries of Potlatch Corporation guarantee the 7 ¹/2% Senior Notes due 2019. See below for additional registrant guarantors.

(3) Pursuant to Rule 457(n) under the Securities Act, no separate consideration will be received for the Guarantees of the 7 ¹/2% Senior Notes due 2019.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor as Specified in its Charter(1)	I.R.S. Employer Identification No.
PFHI Idaho Investment LLC	None
PFPC McCall Investment LLC	None
Potlatch Forest Holdings, Inc.	20-3584816
Potlatch Lake States Timberlands, LLC	26-4578581
Potlatch Land & Lumber, LLC	01-0908967
Potlatch Minnesota Timberlands, LLC	26-4288831
Potlatch Timberlands, LLC	26-4578419
Potlatch Wisconsin Timberlands, LLC	26-4578478

(1) The principal executive offices of, and the agent for service for, each registrant guarantor is Eric J. Cremers, Vice President, Finance and Chief Financial Officer, Potlatch Corporation, 601 West First Avenue, Suite 1600, Spokane, WA, 99201, (509) 835-1500. Each registrant guarantor is organized under the laws of the State of Delaware.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 6, 2010

PRELIMINARY PROSPECTUS

POTLATCH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/2% Senior Notes due 2019

Terms of Exchange Offer

We are offering to exchange 7 ¹/2% Senior Notes due 2019 of Potlatch Corporation, or Potlatch, which have been registered under the Securities Act of 1933, or the exchange notes, for any and all currently outstanding 7 ¹/2% Senior Notes due 2019 of Potlatch, or the outstanding notes. The exchange notes and the outstanding notes are both guaranteed by certain wholly owned domestic subsidiaries of Potlatch. The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and the transfer restrictions, registration rights and additional interest provisions applicable to the outstanding notes do not apply to the exchange notes. The exchange notes will represent the same debt as the outstanding notes, and will be issued under the same indenture.

We will exchange an equal principal amount of exchange notes for all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires. The exchange offer expires at 12:00 midnight, New York City time, on                     , 2010, unless extended. We do not currently intend to extend the exchange offer.

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes.

Neither Potlatch, nor any of its subsidiaries, will receive any proceeds from the exchange offer.

There is not an existing market for the exchange notes and we do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

Consider carefully the “Risk Factors” starting on page 12 of this prospectus.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that this prospectus will be made available for 180 days after the date hereof to any broker-dealer for use in connection with any such resale.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                     , 2010

This prospectus incorporates important business and financial information about Potlatch Corporation that is not included or delivered with this prospectus. This information is available without charge to security holders upon written or oral request.

Any requests for business and financial information incorporated but not included in this prospectus should be sent to Potlatch Corporation, 601 West First Avenue, Suite 1600, Spokane, WA 99201, Attn: Corporate Secretary. To obtain timely delivery, holders of outstanding notes must request the information no later than                     , 2010.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
SUMMARY OF THE EXCHANGE OFFER	3
SUMMARY TERMS OF THE EXCHANGE NOTES	7
SUMMARY HISTORICAL FINANCIAL DATA	9
RISK FACTORS	12
USE OF PROCEEDS	23
CAPITALIZATION	24
RATIO OF EARNINGS TO FIXED CHARGES	25
THE EXCHANGE OFFER	26
DESCRIPTION OF OTHER INDEBTEDNESS	32
DESCRIPTION OF EXCHANGE NOTES	35
PLAN OF DISTRIBUTION	58
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	59
WHERE YOU CAN FIND MORE INFORMATION	72
DOCUMENTS INCORPORATED BY REFERENCE	72
LEGAL MATTERS	72
EXPERTS	73

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with any information or represent anything about us or this offering that is not contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are offering to exchange the outstanding notes for the exchange notes only in places where the exchange offer is permitted.

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ABOUT THIS PROSPECTUS

In this prospectus, the term “Potlatch,” “we,” “us,” or the “Company” refers to Potlatch Corporation and our subsidiaries, unless we indicate otherwise or the context otherwise requires. “Outstanding notes” refers to the $150,000,000 aggregate principal amount of our unregistered 7 ¹/2% Senior Notes due 2019 originally issued on November 3, 2009. “Exchange notes” refers to our registered 7 ¹/2% Senior Notes due 2019 offered pursuant to this prospectus. The outstanding notes and the exchange notes are sometimes referred to collectively as the “notes.”

Any statements in this prospectus concerning the provisions of any document are not complete. References made to the copy of that document filed or incorporated or deemed to be incorporated by reference as an exhibit to the registration statement of which this prospectus is a part or otherwise filed with the Securities and Exchange Commission, or the SEC. Each statement concerning the provisions of any document is qualified in its entirety by reference to the document so filed.

Neither the delivery of this prospectus nor any sale or exchange made hereunder or thereunder shall, under any circumstances, create an implication that the information contained or incorporated by reference in this prospectus is correct as of any time subsequent to its date. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. The business, financial condition, results of operations and prospects of Potlatch may have changed since that date.

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FORWARD-LOOKING STATEMENTS

All statements other than statements of historical facts included or incorporated by reference in this prospectus are forward-looking statements, including, without limitation, statements regarding future revenues, cash flows, the nature of our REIT income, dividend distributions, compliance with REIT tax rules, costs, manufacturing output, capital expenditures, timber harvest levels, the funding of our pension plans, tax refunds, Forest Stewardship Council certification of our timberlands, future land sales and acquisitions, like-kind exchanges and tax consequences, and other timber supply issues. Words such as “anticipate,” “expect,” “will,” “intend,” “plan,” “target,” “project,” “believe,” “seek,” “schedule,” “estimate,” “could,” “can,” “may,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements reflect our current views regarding future events based on estimates and assumptions, and are therefore subject to known and unknown risks and uncertainties and are not guarantees of future performance. Our actual results of operations could differ materially from those expressed or implied by forward-looking statements contained or incorporated by reference in this prospectus. Important factors that could cause or contribute to such differences include those factors discussed in “Risk Factors” and elsewhere in this prospectus and the documents incorporated by reference herein, as well as the following:

• changes in timber harvest levels on our lands;

• changes in timber prices;

• changes in timberland values;

• changes in policy regarding governmental timber sales;

• changes in the United States and international economies;

• changes in the level of commercial and residential construction and remodeling activity;

• changes in tariffs, quotas and trade agreements involving wood products;

• changes in demand for our products;

• changes in production and production capacity in the forest products industry;

• competitive pricing pressures for our products;

• unanticipated manufacturing disruptions;

• changes in general and industry-specific environmental laws and regulations;

• unforeseen environmental liabilities or expenditures;

• weather conditions;

• changes in raw material and other costs;

• collectability of amounts owed by customers;

• the ability to satisfy complex rules in order to remain qualified as a REIT; and

• changes in tax laws that could reduce the benefits associated with REIT status.

Forward-looking statements contained in this prospectus present our views only as of the date of this prospectus. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of our views to reflect events or circumstances occurring after the date of this prospectus.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all the information that you should consider before exchanging the notes. You should read this entire document carefully, including the information under the heading “Risk Factors,” before making a decision to exchange your outstanding notes for exchange notes.

Our Company

We are a real estate investment trust, or REIT, with approximately 1.6 million acres of timberlands in Arkansas, Idaho, Minnesota and Wisconsin. Through our wholly owned taxable subsidiary Potlatch Timberlands, LLC, which we refer to as Potlatch TRS, and its subsidiaries we operate a real estate sales and development business and five wood products manufacturing facilities that produce lumber and plywood.

Effective January 1, 2006, we restructured our operations to qualify for treatment as a REIT for federal income tax purposes. Although the new parent company, Potlatch Corporation, was incorporated in September 2005, it is the successor to the business of Potlatch as originally structured, which was founded in 1903. As a REIT, we generally are not subject to federal corporate income taxes on our income and gain from investments in real estate that we distribute to our stockholders, including the income derived from the sale of timber. We are, however, subject to corporate taxes on certain built-in gains on sales of real property. We also pay federal corporate income taxes on earnings from our non-real estate investments, which principally consist of our wood products manufacturing and real estate and log sales operations.

On December 16, 2008, we completed the tax-free spin-off of Clearwater Paper Corporation, or Clearwater Paper, which owns and operates our former pulp-based manufacturing businesses, consisting of our former pulp and paperboard and consumer products segments, as well as our former wood products operations located in Lewiston, Idaho. The spin-off separated the more cyclical and capital intensive pulp-based manufacturing assets from our timberlands. Our results of operations, as presented herein, have been reclassified for all periods presented to report the businesses included in the spin-off of Clearwater Paper as discontinued operations.

Our businesses are organized into three reportable operating segments:

Resource (approximately 45% of revenues from continuing operations, before elimination of intersegment revenues, for the year ended December 31, 2009)

The business of the Resource segment consists of the management of our timberlands to optimize revenue producing opportunities while at the same time adhering to our strict stewardship standards. Management activities include planting and harvesting trees and building and maintaining roads, as well as deriving ancillary revenues from hunting and recreation leases, biomass production, mineral rights and various leasing opportunities. We also explore other potential sources of revenue such as carbon sequestration. Our timberlands include a wide diversity of softwood and hardwood species and are all certified by the Forest Stewardship Council, or FSC. We are generally able to sell FSC-certified logs at premium prices. We own approximately 835,000 acres of timberlands in the northern and central portions of the state of Idaho that contain a variety of commercially viable softwood species. We are the largest private landowner in Idaho. In Arkansas, we own approximately 439,000 acres of timberlands. Primary species on these lands include southern yellow pine, red oak, white oak and other hardwoods. We own approximately 244,000 acres of timberlands in Minnesota, comprised primarily of aspen, pine and other mixed hardwoods. Our Wisconsin timberlands consist of approximately 65,000 acres of pine and hardwoods.

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Real Estate (approximately 13% of revenues from continuing operations, before elimination of intersegment revenues, for the year ended December 31, 2009)

The activities of our Real Estate segment consist primarily of the sale of selected non-core timberland real estate, which falls into three categories. Higher and better use, or HBU, properties have characteristics that provide development potential as a result of superior location or other attractive amenities. These properties tend to have a much higher value than timberlands. Rural recreational properties also have a higher value than timberlands, but do not have the same development potential as HBU land. For example, these properties may be appropriate for hunting or conservation. Other non-strategic properties often have geographical or operational disadvantages for us. They typically are on the fringe of our ownership areas. We have identified 320,000 to 380,000 acres of non-core timberland real estate.

Wood Products (approximately 42% of revenues from continuing operations, before elimination of intersegment revenues, for the year ended December 31, 2009)

The Wood Products segment manufactures and markets lumber and plywood at five mills located in Arkansas, Idaho, Michigan and Minnesota. The segment’s products are largely commodity products, which are sold through our sales offices to wholesalers for nationwide distribution primarily for use in home building and other construction activity. Our sawmills can produce and sell FSC-certified lumber, a desirable “green” building product that currently commands premium pricing.

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SUMMARY OF THE EXCHANGE OFFER

Offering of Outstanding Notes On November 3, 2009, we issued $150,000,000 aggregate principal amount of 7 ¹/2% Senior Notes due 2019 to the initial purchasers in a private offering. The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons within the meaning of Regulation S under the Securities Act.

Registration Rights Agreement Simultaneously with the initial sale of the outstanding notes, Potlatch, the guarantors and the initial purchasers entered into a registration rights agreement for the exchange offer. The registration rights agreement requires that Potlatch use commercially reasonable efforts to complete a registered exchange offer for the outstanding notes or cause to become effective a shelf registration statement for resales of the outstanding notes. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

The Exchange Offer We are offering to issue up to $150,000,000 aggregate principal amount of our 7 ¹/2% Senior Notes due 2019, which have been registered under the Securities Act, for a like principal amount of our outstanding notes, which were offered without registration under the Securities Act. The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that (i) the exchange notes have been registered under the Securities Act, (ii) the exchange notes will not bear any legend restricting their transfer, (iii) the registration rights and additional interest provisions applicable to the outstanding notes do not apply to the exchange notes, and (iv) the exchange notes bear a different CUSIP number than the outstanding notes.

Procedures for Tendering Outstanding Notes If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal. You should then mail or otherwise deliver the letter of transmittal, or facsimile, together with the outstanding notes to be exchanged and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.

By executing the letter of transmittal, you will represent to Potlatch that, among other things:

• you, or any person or entity receiving the exchange notes, are acquiring the exchange notes in the ordinary course of business;

• neither you nor any person or entity receiving the exchange notes is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

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• neither you nor any person or entity receiving the exchange notes has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;

• neither you nor any person or entity receiving the exchange notes is an “affiliate” of Potlatch, as defined in Rule 405 under the Securities Act;

• if you are a broker-dealer, you will receive the exchange notes for your own account in exchange for outstanding notes acquired as the result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of the exchange notes; and

• you are not acting on behalf of any person or entity that could not truthfully make these statements.

Alternatively, you may tender your outstanding notes by following the procedures for book-entry delivery or by complying with the guaranteed delivery procedures each described in this prospectus. See “The Exchange Offer—Procedures for Tendering.”

Resales Based on interpretations of the staff of the SEC, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• you are not a broker-dealer tendering notes acquired directly from us;

• you acquire the exchange notes in the ordinary course of your business;

• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued in the exchange offer; and

• you are not an affiliate of Potlatch.

If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. Potlatch will not assume and will not indemnify you against any such liability.

Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes, where such outstanding notes were acquired by that broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. See “Plan of Distribution.”

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Expiration Date The exchange offer will expire at 12:00 midnight, New York City time, on , 2010, unless extended. We do not currently intend to extend the exchange offer.

Conditions to the Exchange Offer The exchange offer is subject to certain customary conditions, including that it does not violate any applicable law or SEC staff interpretation.

Guaranteed Delivery Procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents, or you cannot comply with the applicable procedures under the Depository Trust Company’s, or DTC’s, Automated Tender Offer Program, prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus. See “The Exchange Offer—Procedures for Tendering.”

Special Procedures for Beneficial Owners If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.

Effect of Not Tendering Any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the Securities Act, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration.

Interest on the Exchange Notes and the Outstanding Notes The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

Withdrawal Right Tenders of outstanding notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on , 2010 by complying with the withdrawal procedures described in this prospectus. See “The Exchange Offer—Withdrawal Rights.”

Federal Income Tax Consequences The exchange of outstanding notes for exchange notes will not be a taxable event for United States federal income tax purposes. You will not recognize any taxable gain or loss as a result of exchanging outstanding notes for exchange notes and you will have the same tax basis and holding period in the exchange notes as you had in the

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outstanding notes immediately before the exchange. See “Material United States Federal Income Tax Consequences.”

Use of Proceeds Potlatch will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. See “Use of Proceeds.”

Exchange Agent U.S. Bank National Association is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”

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SUMMARY TERMS OF THE EXCHANGE NOTES

Issuer Potlatch Corporation, a Delaware corporation.

Notes Offered $150,000,000 aggregate principal amount of 7 ¹/2% Senior Notes due 2019.

Maturity Date November 1, 2019.

Interest Interest on the exchange notes will accrue at a rate of 7 ¹/2% per year, payable semi-annually in cash in arrears on May 1 and November 1 of each year, commencing May 1, 2010.

Ranking The exchange notes and guarantees will constitute senior unsecured debt of the company. They will rank:

• equally in right of payment with all of our and the guarantors’ existing and future senior debt;

• senior in right of payment to all of our and the guarantors’ existing and future subordinated debt;

• be effectively junior to our and the guarantors’ existing and future secured debt, including all borrowings under our senior secured credit facility and approximately $71.3 million in principal amount of other secured indebtedness, in each case to the extent of the value of the Idaho timberlands securing such debt (currently approximately 660,000 acres); and

• be structurally subordinated to all of the existing and future liabilities of each of our subsidiaries that do not guarantee the notes.

Guarantees Our existing and future subsidiaries will jointly, severally and unconditionally guarantee the exchange notes on a senior unsecured basis to the extent such entities guarantee or are borrowers under our senior secured credit facility. As of December 31, 2009, our non-guarantor subsidiaries did not have any indebtedness for money borrowed.

Potlatch holds all of its assets and conducts all of its operations through its subsidiaries and has no independent assets or operations. Our subsidiaries, other than the subsidiary guarantors, are minor in significance. The guarantees of our subsidiary guarantors are full and unconditional and joint and several. Except with respect to REIT tax rules, there are no significant restrictions on the ability of Potlatch or any of the subsidiary guarantors to obtain funds from any of our subsidiaries by dividend or loan. The tax rules with which we must comply to maintain our status as a REIT limit our ability to use dividends from Potlatch TRS to service our indebtedness. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from sales of our standing timber and other types of real estate income. No more than 25% of our gross income

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may consist of dividends from Potlatch TRS and other non-qualifying types of income. This requirement may limit our ability to receive dividends from Potlatch TRS and may impact our ability to service our indebtedness using cash flows from Potlatch TRS.

Optional Redemption The exchange notes will be redeemable at any time before maturity at the “make whole” price specified under “Description of Exchange Notes—Optional Redemption.” In addition, we may redeem up to 35% of the aggregate principal amount of the exchange notes before November 1, 2012, with the net proceeds of certain equity offerings by us.

Change of Control If we experience certain kinds of changes of control, we must offer to purchase the exchange notes at 101% of their principal amount plus accrued and unpaid interest. For more details, see the section “Description of Exchange Notes” under the heading “Repurchase at the Option of the Holders.”

Certain Covenants The indenture contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:

• grant liens on our assets;

• make dividend payments or other restricted payments;

• enter into sale and leaseback transactions; and

• merge, consolidate, or transfer or dispose of substantially all of our assets.

These covenants are subject to a number of important limitations and exceptions.

No Established Trading Market The exchange notes will not be listed on any securities exchange or on any automated dealer quotation system. We cannot assure you that an active or liquid trading market for the exchange notes will develop. If an active or liquid trading market for the exchange notes does not develop, the market price and liquidity of the exchange notes may be adversely affected.

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SUMMARY HISTORICAL FINANCIAL DATA

The following historical financial information for the years ended December 31, 2006, 2007, 2008 and 2009 is derived from our audited consolidated financial statements. The following historical financial information for the year ended December 31, 2005 is derived from our consolidated financial statements and supporting books and records after making unaudited revisions to reflect Clearwater Paper as a discontinued operation. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes related to those financial statements incorporated by reference into this prospectus.

Statement of Operations Data(1)(2)

	Fiscal Year Ended December 31,
	2005			2006			2007			2008			2009
	(U.S. dollars in thousands)
Revenues	$	415,539		$	417,243		$	423,472		$	439,957		$	476,169
Costs and expenses:
Costs of goods sold		292,004			301,036			298,281			330,332			338,389
Selling, general and administrative expenses		51,194			52,022			50,195			41,729			48,082
Asset impairment and restructuring charge		—			—			2,653			—			2,994
Total costs and expenses		343,198			353,058			351,129			372,061			389,465
Income from Canadian lumber settlement(3)		—			30,844			—			—			—
Earnings from continuing operations before interest and taxes		72,341			95,029			72,343			67,896			86,704
Interest expense, net		(13,952	)		(14,194	)		(15,432	)		(20,154	)		(21,921	)
Earnings from continuing operations before taxes		58,389			80,835			56,911			47,742			64,783
Income tax benefit (expense)		(21,154	)		57,815			17,731			25,195			16,648
Earnings from continuing operations		37,235			138,650			74,642			72,937			81,431
Discontinued operations:
Gain (loss) from discontinued operations	$	(10,749	)	$	9,198		$	(9,289	)	$	(31,270	)	$	(6,788	)
Income tax benefit (provision)		6,478			(8,738	)		(8,921	)		10,970			2,685
		(4,271	)		460			(18,210	)		(20,300	)		(4,103	)
Net earnings	$	32,964		$	139,110		$	56,432		$	52,637		$	77,328
Other comprehensive income (loss), net of tax		(720	)		—			3,399			(99,586	)		39,577
Comprehensive income (loss)	$	32,244		$	139,110		$	59,831		$	(46,949	)	$	116,905

(1) Potlatch holds all of its assets and conducts all of its operations through its subsidiaries and has no independent assets or operations. Our subsidiaries, other than the subsidiary guarantors, are minor in significance. The guarantees of our subsidiary guarantors are full and unconditional and joint and several. Except with respect to REIT tax rules, there are no significant restrictions on the ability of Potlatch or any of the subsidiary guarantors to obtain funds from any of our subsidiaries by dividend or loan. The tax rules with which we must comply to maintain our status as a REIT limit our ability to use dividends from Potlatch TRS to service our indebtedness. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from sales of our standing timber and other types of real estate income. No more than 25% of our gross income may consist of dividends from Potlatch TRS and other non-qualifying types of income. This requirement may limit our ability to receive dividends from Potlatch TRS and may impact our ability to service our indebtedness using cash flows from Potlatch TRS.

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(2) The statement of operations data reflect the Clearwater Paper results as discontinued operations for all periods presented.

(3) We received $30.8 million in the fourth quarter of 2006 in connection with the negotiated settlement of the softwood lumber trade dispute between the United States and Canada. The $30.8 million represents our total pro rata share of $500 million that was distributed to members of the Coalition for Fair Lumber Imports, of which we are a member.

Balance Sheet Data

	As of December 31,
	2005(4)		2006(4)		2007(4)		2008		2009
	(U.S. dollars in thousands)
Cash and short-term investments	$	63,833	$	35,996	$	31,336	$	3,919	$	55,038
Total current assets		402,556		356,519		333,959		195,778		121,698
Timber, timberlands and related logging facilities, net		400,595		391,577		534,513		553,913		533,173
Plant and equipment, net		589,161		562,387		510,776		82,613		72,348
Total assets		1,628,177		1,457,607		1,517,204		938,321		823,565
Total current liabilities		147,300		196,264		284,707		287,145		58,473
Total debt		335,454		327,631		431,810		450,437		368,431
Total stockholders’ equity		705,148		577,859		578,336		198,234		229,790

(4) Since the spin-off of Clearwater Paper occurred in 2008, the balance sheet data as of December 31, 2005, 2006 and 2007 includes assets of Clearwater Paper.

Comparative Historical Per Share Data

The historical book value per share data presented below is computed by dividing total stockholders’ equity of $705 million, $578 million, $578 million, $198 million and $230 million on December 31, 2005, 2006, 2007, 2008 and 2009, respectively, by the number of shares outstanding on those dates.

	Fiscal Year Ended December 31,
	2005		2006		2007		2008		2009
Earnings per common share from continuing operations
Basic	$	1.28	$	3.80	$	1.91	$	1.85	$	2.05
Diluted		1.27		3.78		1.90		1.83		2.04
Dividends(5)		0.60		17.27		1.98		2.04		2.04
Book value per share		21.55		14.88		14.73		4.99		5.77

(5) In addition to the amount shown in the table for 2008, we also made a distribution of the common stock of Clearwater Paper on December 16, 2008, at the rate of one share of Clearwater Paper common stock for every 3.5 shares of Potlatch common stock held by stockholders of record on December 9, 2008. Distributions for 2006, as shown in the table, included a special E&P distribution of $15.15 per common share, paid with a combination of cash and shares of our common stock.

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Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges for the years ended December 31, 2005, 2006, 2007, 2008 and 2009 was 4.3, 5.5, 4.0, 3.1 and 3.8, respectively. See “Ratio of Earnings to Fixed Charges.”

Risk Factors

You should carefully consider all of the information contained in this prospectus, including the discussion under the caption “Risk Factors” regarding specific risks involved in participating in the exchange offer.

Corporate Information

Our principal offices are located at 601 West First Ave., Suite 1600, Spokane, Washington 99201, and our telephone number at that location is (509) 835-1500. Our website is www.potlatchcorp.com. Our website and the information contained therein or connected thereto are not incorporated into this prospectus.

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RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included in this prospectus before tendering your outstanding notes in the exchange offer. In addition, you should carefully consider the matters discussed under “Risk Factors” in our Form 10-K for the year ended December 31, 2009. If any of the following risks actually occur, our business, financial condition, prospects, results of operations or cash flow could be materially and adversely affected. Additional risks or uncertainties not currently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur and if such events do occur, you may lose all or part of your investment in the notes.

Risks Related to the Exchange Offer

You may have difficulty selling the outstanding notes that you do not exchange.

If you do not exchange your outstanding notes for exchange notes pursuant to the exchange offer, the outstanding notes you hold will continue to be subject to the existing transfer restrictions. The outstanding notes may not be offered, sold or otherwise transferred, except in compliance with the registration requirements of the Securities Act, pursuant to an exemption from registration under the Securities Act or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with applicable state securities laws. We do not anticipate that we will register the outstanding notes under the Securities Act. After the exchange offer is consummated, the trading market for the remaining untendered outstanding notes may be small and inactive. Consequently, you may find it difficult to sell any outstanding notes you continue to hold because there will be fewer outstanding notes of such series outstanding.

If you do not exchange your outstanding notes in the exchange offer, you will no longer be entitled to an increase in interest payments on outstanding notes provided in the indenture for our failure to complete the exchange offer.

Once the exchange offer has been completed, holders of outstanding notes will not be entitled to any increase in the interest rate on their outstanding notes as provided in the indenture governing the notes for our failure to complete the exchange offer. Holders of outstanding notes will not have any further rights to have their notes registered, except in limited circumstances, once the exchange offer is completed.

Failure to comply with the exchange offer procedures could prevent a holder from exchanging its outstanding notes.

Holders of the outstanding notes are responsible for complying with all exchange offer procedures. The issuance of exchange notes in exchange for outstanding notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of outstanding notes who wish to exchange them for exchange notes should allow sufficient time for timely completion of the exchange procedure. Neither Potlatch nor the exchange agent is obligated to extend the offer or notify you of any failure to follow the proper procedure.

Some holders of the exchange notes may be required to comply with the registration and prospectus delivery requirements of the Securities Act.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

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In addition, a broker-dealer that purchased outstanding notes for its own account as part of market-making or trading activities must deliver a prospectus when it sells the exchange notes it received in the exchange offer. Our obligation to make this prospectus available to broker-dealers is limited. We cannot assure you that a proper prospectus will be available to broker-dealers wishing to resell their exchange notes.

Business and Operating Risks

Our operating results and cash flows will be materially affected by the fluctuating nature of timber prices.

Our results of operations and cash flows will be materially affected by the fluctuating nature of timber prices. A variety of factors affect prices for timber, including factors affecting demand, such as changes in economic conditions, the level of new construction and remodeling activity, interest rates, credit availability, population growth and weather conditions, as well as changes in timber supply and other factors. All of these factors can vary by region, timber type (sawlogs or pulpwood logs) and species. In 2009, the overall price per ton for our timber was down approximately 22% from 2008, primarily as a result of continued depressed general economic and housing market conditions.

Timber prices are also affected by changes in timber availability at the local and national level. Our timberland ownership is currently concentrated in Arkansas, Idaho, Minnesota and Wisconsin. In Arkansas and Minnesota, most timberlands are privately owned. Historically, increases in timber prices have often resulted in substantial increases in harvesting on private timberlands, including lands not previously made available for commercial timber operations, causing a short-term increase in supply that has tended to moderate price increases. Decreases in timber prices have often resulted in lower harvest levels, causing short-term decreases in supply that have tended to moderate price decreases. In Idaho, where a greater proportion of timberland is government owned, any substantial increase in timber harvesting from government-owned lands could significantly reduce timber prices, which would harm our results of operations. For more than 25 years, environmental concerns and other factors have limited timber sales by federal agencies, which historically had been major suppliers of timber to the U.S. forest products industry, particularly in the West. Any reversal of policy that substantially increases timber sales from government land could have a material adverse effect on our results of operations and cash flows. On a local level, timber supplies can fluctuate depending upon factors such as changes in weather conditions and harvest strategies of local timberland owners, as well as occasionally high timber salvage efforts due to events such as unusual pest infestations or fires.

The cyclical nature of our business could adversely affect our results of operations.

The financial performance of our operations is affected by the cyclical nature of our business. The markets for timber, real estate and manufactured wood products are influenced by a variety of factors beyond our control. The demand for our timber and wood products is affected by the level of new residential construction activity and, to a lesser extent, home repair and remodeling activity, which are subject to fluctuations due to changes in economic conditions, interest rates, credit availability, population growth, weather conditions and other factors. The demand for logs is also affected by the demand for wood chips in the pulp and paper markets. The supply of timber and logs has historically increased during favorable pricing environments, which then causes downward pressure on prices. The demand for real estate can be affected by changes in factors such as interest rates, credit availability and economic conditions, as well as by the impact of federal, state and local land use and environmental protection laws. Historical prices for our wood products have been volatile, and we, like others in the forest products industry, have limited direct influence over the timing and extent of price changes for our wood products.

We may be unable to harvest timber or we may elect to reduce harvest levels due to market conditions, either of which could adversely affect our results of operations and cash flows.

Our timber harvest levels and sales may be limited due to weather conditions, timber growth cycles, restrictions on access, availability of contract loggers, and regulatory requirements associated with the protection of wildlife and water resources, as well as by other factors, including damage by fire, insect infestation, disease

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and natural disasters such as ice storms, wind storms, hurricanes and floods. Although damage from such natural causes usually is localized, affecting only a limited percentage of our timber, there can be no assurance that any damage affecting our timberlands will be limited. Our financial results and cash flows are dependent to a significant extent on our continued ability to harvest timber at adequate levels.

On a short-term basis, we may adjust our timber harvest levels in response to market conditions. For example, in 2009 we reduced our harvest in both our Northern and Southern regions due to weak markets. We also experience seasonally lower harvest activity during the winter and early spring due to weather conditions. Longer term, our timber harvest levels will be affected by acquisitions of additional timberlands, such as the Idaho timberlands purchased in September 2007 and January 2008 and the Wisconsin timberlands purchased in January 2007, and sales of existing timberlands or timber deed sales, such as the Arkansas timber deed sale in September 2009. In addition to timberland acquisitions and sales, future timber harvest levels may be affected by changes in estimates of long-term sustainable yield because of genetic improvements and other silvicultural advances, natural disasters, fires and other hazards, regulatory constraints and other factors beyond our control.

We do not insure against losses of timber from any causes.

The volume and value of timber that can be harvested from our lands may be affected by natural disasters such as fire, insect infestation, disease, ice storms, wind storms, hurricanes, floods and other weather conditions and causes beyond our control. We assume substantially all risk of loss to the standing timber we own from fire and other hazards because insuring for such losses is not practicable. Consequently, a reduction in our timber inventory could adversely affect our financial results and cash flows.

Changes in demand for our real estate and delays in the timing of real estate transactions may affect our revenues and operating results.

A number of factors, including availability of credit, a slowing of residential real estate development, population shifts and changes in demographics could reduce the demand for our real estate and negatively affect our results of operations. Changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-strategic timberlands and could also negatively affect our results of operations. In addition, changes in the interpretation or enforcement of current laws, or the enactment of new laws, regarding the use and development of real estate, or changes in the political composition of federal, state and local governmental bodies could lead to new or greater costs, delays and liabilities that could materially adversely affect our real estate business, profitability or financial condition. Also, there are inherent uncertainties in the timing of real estate transactions that could adversely affect our operating results in any particular quarter. The timing of real estate sales is a function of many factors, including the general state of the economy, demand in local real estate markets, the number of properties listed for sale, the seasonal nature of sales, the plans of adjacent landowners and our expectations of future price appreciation. Delays in the completion of transactions or the termination of potential transactions may be beyond our control. These events could adversely affect our operating results.

We may be unsuccessful in carrying out our acquisition strategy.

We have pursued, and intend to continue to pursue, acquisitions of strategic timberland properties. As a result of our REIT conversion, we are better able to compete for acquisitions of timberlands against other entities that use tax-efficient structures. It is uncertain whether any timberland acquisitions we make will perform in accordance with our expectations. We intend to finance acquisitions through cash from operations, borrowings under our credit facility, proceeds from equity or debt offerings or proceeds from asset dispositions, or any combination thereof. The failure to identify and complete acquisitions of suitable timberland properties, our inability to finance future acquisitions on favorable terms or our inability to complete like-kind exchanges, could adversely affect our operating results and cash flows.

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The forest products industry is highly competitive.

The markets for our wood products are highly competitive, and companies that have substantially greater financial resources than we do compete with us in each of our lines of business. Our wood products are subject to competition from wood products manufacturers in the United States, and to a lesser extent in Canada. After years of trade disputes over Canadian lumber imports, the United States and Canada signed an agreement, which expires in 2013, establishing a system of tiered taxes and volume restrictions relating to Canadian lumber imports to the United States. Notwithstanding the signing of this agreement, there can be no assurance that it will at all times, or at any time, effectively create a fair trade environment. Therefore, downward pressure on domestic timber and lumber prices caused by Canadian imports could continue or increase.

In addition, our wood products manufacturing facilities are relatively capital intensive, which leads to high fixed costs and generally results in continued production as long as prices are sufficient to cover variable costs. These conditions have contributed to substantial price competition, particularly during periods of reduced demand. Some of our wood products competitors may currently be lower-cost producers than we are, and accordingly these competitors may be less adversely affected than we are by price decreases. Wood products also are subject to significant competition from a variety of substitute products, including non-wood and engineered wood products. To the extent there is a significant increase in competitive pressure from substitute products or other domestic or foreign suppliers, our business could be adversely affected.

Our businesses are subject to extensive environmental laws and regulations.

Our operations are subject to a variety of federal, state and local laws and regulations regarding protection of the environment, including those relating to the protection of timberlands, endangered species, timber harvesting practices, recreation and aesthetics, protection and restoration of natural resources, air and water quality, and remedial standards for contaminated soil, sediments and groundwater. Failure to comply with these requirements can result in significant fines or penalties, as well as liabilities for remediation of contaminated sites, natural resource damages, or alleged personal injury or property damage claims.

Laws, regulations and related judicial decisions and administrative interpretations affecting our business are subject to change and new laws and regulations that may affect our business are frequently enacted. These changes may adversely affect our ability to harvest and sell timber and operate our manufacturing facilities and may adversely affect the ability of others to develop property we intend to sell for higher and better use purposes. Over time, the complexity and stringency of these laws and regulations have increased markedly and the enforcement of these laws and regulations has intensified. We believe that these laws and regulations will continue to become more restrictive and over time could adversely affect our operating results.

Regulatory restrictions on future harvesting activities may be significant. Federal, state and local laws and regulations, which are intended to protect threatened and endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road building and other activities on our timberlands. The threatened and endangered species restrictions apply to activities that would adversely impact a protected species or significantly degrade its habitat. A number of species on our timberlands have been and in the future may be protected under these laws. If current or future regulations or their enforcement become more restrictive, the amount of our timberlands subject to harvest restrictions could increase.

Our manufacturing operations are subject to stringent environmental laws, regulations and permits covering air emissions, wastewater discharge, water usage, and waste handling and disposal that govern how we operate our facilities. These laws, regulations and permits, now and in the future, may restrict our current production and limit our ability to increase production, and impose significant costs on our operations with respect to environmental compliance. It is expected that, overall, these costs will likely increase over time as environmental requirements become more stringent, and as the expectations of the communities in which we operate become more demanding.

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Certain environmental laws, including CERCLA, impose strict, and under certain circumstances joint and several, liability on responsible parties, including current and former owners and operators of contaminated sites, for costs of investigation and remediation of contamination. They also impose liability for related damages to natural resources. We have in the past been identified by the EPA as a potentially responsible party under CERCLA at various locations, and we are currently identified as a potentially responsible party in connection with one of our properties. It is possible that other facilities we own or operate, or formerly owned or operated, or timberlands we now own or acquire, could also become subject to liabilities under these laws. The cost of investigation and remediation of contaminated properties could increase operating costs and adversely affect our financial results. Although we believe we have appropriate reserves recorded for the investigation and remediation of known matters, there can be no assurance that actual expenditures will not exceed our expectations, that reserves will not be increased, or that other unknown liabilities will not be discovered in the future.

Environmental groups and interested individuals may intervene in the regulatory processes in the locations where we own timberlands and operate our wood products mills. Delays or restrictions on our operations due to the intervention of environmental groups or interested individuals could adversely affect our operating results. In addition to intervention in regulatory proceedings, interested parties may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any lawsuit, or even a threatened lawsuit, could delay harvesting on our timberlands or impact our ability to operate or invest in our wood products mills.

Our defined benefit pension plans were underfunded at December 31, 2009 and 2008.

As a result of the steep downturn in the stock market in the fourth quarter of 2008, our defined benefit pension plans went from being overfunded as of December 31, 2007, to underfunded as of December 31, 2008, and remain so at December 31, 2009. Our pension plan funding requirements are based in part on the performance of the assets in our pension plans, and that performance is highly correlated with stock market performance. Depending on the timing of a recovery in the stock market, we could be faced with increased funding requirements that could be substantial in future years.

We depend on external sources of capital for future growth.

Our ability to finance growth is dependent to a significant degree on external sources of capital. Our ability to access such capital on favorable terms could be hampered by a number of factors, many of which are outside of our control, including a decline in general market conditions, decreased market liquidity, a downgrade to our public debt rating, increases in interest rates, an unfavorable market perception of our growth potential, a decrease in our current or estimated future earnings or a decrease in the market price of our common stock. In addition, our ability to access additional capital may also be limited by the terms of our existing indebtedness, which, among other things, restrict our incurrence of debt and the payment of dividend distributions. Any of these factors, individually or in combination, could prevent us from being able to obtain the capital we require on terms that are acceptable to us, and the failure to obtain necessary capital could materially adversely affect our future growth.

REIT and Tax-Related Risks

If we fail to remain qualified as a REIT, income from our timberlands will be subject to taxation at regular corporate rates and we will have reduced funds available for making payments on our indebtedness.

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended, or the Code, to our operations, including satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements, on a continuing basis. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, no assurance can be given that we will remain qualified as a REIT.

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In addition, the rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service, or the IRS, and the U.S. Department of the Treasury. Changes to the tax laws affecting REITs, which may have retroactive application, could adversely affect our stockholders, noteholders or us. We cannot predict how changes in the tax laws might affect our stockholders, noteholders or us. Accordingly, we cannot assure you that new legislation, Treasury regulations, administrative interpretations or court decisions will not significantly affect our ability to remain qualified as a REIT or the federal income tax consequences of such qualification.

If in any taxable year we fail to remain qualified as a REIT,

• we would not be allowed a deduction for distributions to stockholders in computing our taxable income; and

• we would be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates.

Any such corporate tax liability could be substantial and would reduce the amount of cash available for payments on our indebtedness. In addition, we would be disqualified from treatment as a REIT for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief under certain statutory provisions. As a result, net income and the funds available for payments with respect to our indebtedness could be reduced for up to five years.

Certain of our business activities are potentially subject to a prohibited transactions tax on 100% of our net income derived from such activities, which would reduce our cash flow and impair our ability to make payments on our indebtedness.

REITs are generally intended to be passive entities and can thus only engage in those activities permitted by the Code, which for us generally include:

• owning and managing a timberland portfolio;

• growing timber; and

• selling standing timber.

Accordingly, the manufacture and sale by us of wood products, certain types of timberlands sales, and the harvest and sale of logs are conducted through Potlatch TRS because such activities generate non-qualifying REIT income and could constitute “prohibited transactions” if such activities were engaged in directly by the REIT. In general, prohibited transactions are defined by the Code to be sales or other dispositions of property held primarily for sale to customers in the ordinary course of a trade or business.

By conducting our business in this manner, we believe we will satisfy the REIT requirements of the Code and avoid the 100% tax that could be imposed if a REIT were to conduct a prohibited transaction. We may not always be successful, however, in limiting such activities to Potlatch TRS. Therefore, we could be subject to the 100% prohibited transactions tax if such instances were to occur, which would adversely affect our cash flow and impair our ability to make payments on our indebtedness.

We may not be able to complete desired like-kind exchange transactions for property we sell.

We generally seek to match sales and acquisitions of properties, which allows us to use Code section 1031 like-kind exchange tax-deferred treatment. The matching of sales and purchases provides us with significant tax benefits, primarily the deferral of any gain on the property sold until the ultimate disposition of the replacement property. While we attempt to complete like-kind exchanges whenever possible, it is unlikely that we will be able to do so in all instances due to various factors, including the lack of availability of suitable replacement property on acceptable terms and the inability to complete a qualifying like-kind exchange transaction within the time

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frames required by the Code. The inability to obtain like-kind exchange treatment would result in the payment of taxes with respect to the property sold, and a corresponding reduction in earnings and cash available for payments to our noteholders.

Our ability to service our indebtedness using cash generated through our taxable REIT subsidiary may be limited.

The rules with which we must comply to maintain our status as a REIT limit our ability to use dividends from Potlatch TRS to service our indebtedness. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from sales of our standing timber and other types of real estate income. No more than 25% of our gross income may consist of dividends from Potlatch TRS and other non-qualifying types of income. This requirement may limit our ability to receive dividends from Potlatch TRS and may impact our ability to service our indebtedness using cash flows from Potlatch TRS.

There are uncertainties relating to the estimate of our special E&P distribution, which could result in our disqualification as a REIT.

In order to qualify as a REIT, we were required to distribute to our stockholders all of our accumulated non-REIT tax earnings and profits, or E&P, prior to the end of our first taxable year as a REIT, which was December 31, 2006. In 2006, a special E&P distribution in the aggregate amount of approximately $445 million was distributed to our stockholders. We believe that the amount of our special E&P distribution equaled or exceeded the amount required to be distributed in order to satisfy the requirements relating to the distribution of E&P. There are, however, uncertainties relating to the determination of the amount of our pre-REIT E&P. Thus, we might fail to satisfy the requirement that we distributed all of our pre-REIT E&P by the close of our first taxable year as a REIT. Moreover, although there are procedures available to cure a failure to distribute all of our pre-REIT E&P, we cannot now determine whether we would be able to take advantage of them or the economic impact on us of doing so.

Risks Related to Our Spin-Off of Clearwater Paper Corporation

If the spin-off of Clearwater Paper Corporation is determined to be taxable for U.S. federal income tax purposes, we and our stockholders who received the distribution of Clearwater Paper common stock could face significant U.S. federal income tax liabilities.

In connection with the spin-off of Clearwater Paper, we obtained a private letter ruling from the IRS that the spin-off qualifies for tax-free treatment under applicable sections of the Code. The ruling relies on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business and the business of Clearwater Paper, and the private letter ruling would not be valid if these representations, assumptions and undertakings were incorrect. Moreover, the private letter ruling does not address all of the issues that are relevant to determining whether the spin-off qualifies for tax-free treatment. The IRS could determine that the spin-off should be treated as a taxable transaction if it determines that any of the representations, assumptions or undertakings that were included in the request for the private letter ruling were false or have been violated or if it disagrees with the conclusions that are not covered by the IRS ruling.

If the spin-off fails to qualify for tax-free treatment, we would be subject to tax as if we had sold Clearwater Paper common stock in a taxable sale for its fair market value, and our stockholders who received the distribution of Clearwater Paper common stock would be subject to tax as if they had received a taxable distribution equal to the fair market value of the Clearwater Paper common stock that was distributed to them. Furthermore, the income that we would recognize if the spin-off were determined to be taxable could cause us to fail to meet the REIT tax requirements, including the requirement that at least 75% of our gross income must be derived from sales of standing timber and other types of real estate income. In addition, certain types of actions by Clearwater Paper following the spin-off, including certain issuances or redemptions of Clearwater Paper

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equity securities or Clearwater Paper’s involvement in certain other acquisitions of Clearwater Paper securities, could jeopardize the tax-free status of the spin-off. While Clearwater Paper has agreed not to take these types of actions and to indemnify us for the consequences of taking these actions, we may not be able to prevent the occurrence of actions by Clearwater Paper that would cause the spin-off not to qualify for tax-free treatment.

Risks Related to Our Indebtedness and the Exchange Notes

Our indebtedness could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the exchange notes, our ability to react to changes in our business and our ability to incur additional indebtedness to fund future needs.

Our debt requires interest and principal payments. As of December 31, 2009, we had $368.4 million of total debt outstanding. Subject to the limits contained in the indenture governing the exchange notes and our other debt instruments, we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our indebtedness could intensify.

Our indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our indebtedness, combined with our other financial obligations and contractual commitments, could have important consequences for holders of the exchange notes offered hereby. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to our indebtedness, including the exchange notes, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under the indenture governing the exchange notes and the agreements governing such other indebtedness;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions and other purposes;

• increase our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness;

• limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

• limit the rights of the holders of the exchange notes to receive payments under the exchange notes if secured creditors have not been paid;

• limit our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions and other corporate purposes; and

• prevent us from raising the funds necessary to repurchase all exchange notes tendered to us upon the occurrence of certain changes of control, which would constitute a default under the indenture governing the exchange notes.

Restrictions imposed by our senior secured bank credit facility and our other outstanding indebtedness may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

The terms of our senior secured bank credit facility contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The bank credit facility also contains financial maintenance covenants establishing a minimum interest coverage ratio, a minimum collateral coverage ratio and a maximum funded indebtedness to capitalization ratio.

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As a result of these covenants and restrictions, we will be limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders or amend the covenants.

We, including our subsidiaries, will have the ability to incur more indebtedness, including senior secured indebtedness.

Subject to the restrictions in our senior secured bank credit facility and the indenture governing the exchange notes, we, including our subsidiaries, may incur additional indebtedness. Our senior secured bank credit facility permits us to borrow up to $250 million, subject to our compliance with financial maintenance covenants. Although the terms of our senior secured bank credit facility contain restrictions on the incurrence of additional indebtedness and the indenture governing the exchange notes contains restrictions on the incurrence of additional indebtedness that is secured, these restrictions are subject to a number of important exceptions, and indebtedness incurred in compliance with these restrictions could be substantial. If we and our restricted subsidiaries incur significant additional indebtedness, the related risks that we face could intensify.

We may not be able to generate sufficient cash to service all of our indebtedness, including the exchange notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the exchange notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the exchange notes. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments and the indenture governing the exchange notes may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured bank credit facility will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.

Your right to receive payments on the exchange notes is effectively junior to the right of lenders who have a security interest in our assets to the extent of the value of those assets.

Our obligations under the exchange notes are unsecured, but our obligations under our senior secured credit facility are secured by a pledge of the capital stock of our subsidiaries and by approximately 660,000 acres of our timberlands in Idaho. This pledge is on an equal rights of payment and level of seniority basis with $22.5 million principal amount of 6.95% debentures due 2015 and $48.8 million principal amount of medium-term notes with

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maturity rates ranging from 2011 to 2022. The minimum collateral coverage ratio in our bank credit facility requires that the value of the timberlands mortgaged for the benefit of the lenders under the bank credit facility, and the holders of the 6.95% debentures and the medium-term notes have a value of 2.25 times the obligations secured by such collateral. If we are declared bankrupt or insolvent, or if we default under our senior secured bank credit facility or obligations under our indentures, the lenders and trustees could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders and trustees could foreclose on the pledged assets to the exclusion of holders of the exchange notes, even if an event of default exists under the indenture governing the exchange notes at such time. In any such event, because the exchange notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims in full. See “Description of Other Indebtedness.”

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes.

Any default under the agreements governing our indebtedness, including a default under our senior secured bank credit facility that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes and substantially decrease the market value of the exchange notes. If we are unable to generate sufficient cash flows and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness (including covenants in our senior secured bank credit facility and the indenture governing the exchange notes), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured bank credit facility and the indenture governing the exchange notes.

In the event of such default,

• the holders of such indebtedness may be able to cause all of our available cash flows to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;

• the lenders under our senior secured bank credit facility could elect to terminate their commitments thereunder and cease making further loans and such lenders and the holders of our other secured indebtedness could institute foreclosure proceedings against our timberlands securing these obligations; and

• we could be forced into bankruptcy or liquidation.

If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured bank credit facility to avoid being in default. If we breach our covenants under our senior secured bank credit facility or the instruments governing our other indebtedness and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

We may not be able to repurchase the exchange notes upon a change of control.

Upon a change of control, as defined under the indenture governing the exchange notes, you will have the right to require us to offer to purchase all of the exchange notes then outstanding at a price equal to 101% of the principal amount of the exchange notes plus accrued interest. In order to obtain sufficient funds to pay the purchase price of the exchange notes, we expect that we would have to refinance the exchange notes. We cannot assure you that we would be able to refinance the exchange notes on reasonable terms, if at all. Our failure to offer to purchase all exchange notes or to purchase all validly tendered exchange notes would be an event of

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default under the indenture. Such an event of default may cause the acceleration of our other debt. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture.

Your ability to enforce the guarantees of the exchange notes may be limited.

Although the exchange notes are obligations of Potlatch, they will be unconditionally guaranteed on an unsecured senior subordinated basis by certain of Potlatch’s subsidiaries. The performance by each subsidiary guarantor of its obligations with respect to its guarantee may be subject to review under relevant federal and state fraudulent conveyance and similar statutes in a bankruptcy or reorganization case or lawsuit by or on behalf of unpaid creditors of such subsidiary guarantor. Under these statutes, if a court were to find under relevant federal or state fraudulent conveyance statutes that a subsidiary guarantor did not receive fair consideration or reasonably equivalent value for incurring its guarantee of the exchange notes, and that, at the time of such incurrence, the subsidiary guarantor:

(i) was insolvent;

(ii) was rendered insolvent by reason of such incurrence or grant;

(iii) was engaged in a business or transaction of which the assets remaining with such subsidiary guarantor constituted unreasonably small capital; or

(iv) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured,

then the court, subject to applicable statutes of limitation, could void the subsidiary guarantor’s obligations under its guarantee, recover payments made under the guarantee, subordinate the guarantee to other indebtedness of the subsidiary guarantor or take other action detrimental to the holders of the exchange notes.

The measure of insolvency for these purposes will depend upon the governing law of the relevant jurisdiction. Generally, however, a company will be considered insolvent for these purposes if the sum of that company’s debts is greater than the fair value of all of that company’s property or if the present fair salable value of that company’s assets is less than the amount that will be required to pay its probable liability on its existing debts as they become absolute and mature or if a company is not able to pay its debts as they become due. Moreover, regardless of solvency, a court could avoid an incurrence of indebtedness, including the guarantees, if it determined that such transaction was made with the intent to hinder, delay or defraud creditors. In addition, a court could subordinate the indebtedness, including the guarantees, to the claims of all existing and future creditors on similar grounds. The guarantees could also be subject to the claim that, since the guarantees were incurred for the benefit of Potlatch (and only indirectly for the benefit of the subsidiary guarantors), the obligations of the subsidiary guarantors under the guarantees were incurred for less than reasonably equivalent value or fair consideration. There can be no assurance as to what standard a court would apply in order to determine whether a subsidiary guarantor was “insolvent” upon the exchange of the exchange notes or that, regardless of the method of valuation, a court would not determine that the subsidiary guarantor was insolvent upon consummation of the exchange of the exchange notes.

An active, public market may not develop for the exchange notes, which may hinder your ability to liquidate your investment.

There has not been an established trading market for the exchange notes and we do not intend to list them on any securities exchange. In addition, the liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for fixed income securities and by changes in our financial performance or prospects or in the prospects for companies in our industry in general. As a result, we cannot assure you that an active trading market will develop for the exchange notes. If no active trading market develops, you may not be able to resell your exchange notes at their fair market value or at all.

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USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the outstanding notes. We will not receive any proceeds from the exchange offer. In consideration for issuing the exchange notes, we will receive in exchange outstanding notes of like principal amount, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not be subject to transfer restrictions, and will not have registration rights or accrue additional interest. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any increase in our indebtedness. We have agreed to bear the expenses of the exchange offer. No underwriter is being used in connection with the exchange offer.

The net proceeds that we received from the sale of the outstanding notes on November 3, 2009 were approximately $143.0 million, after deducting the underwriting discount and offering expenses payable by us. We used approximately $73.0 million of the net proceeds from the sale of the outstanding notes to repay all outstanding indebtedness under our existing bank credit facility. We retained the remaining net proceeds for general corporate purposes.

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CAPITALIZATION

The following table shows the capitalization of our business at December 31, 2009. You should read this table together with our historical financial statements and notes to those statements incorporated by reference in this prospectus.

	As of December 31, 2009
	(U.S. dollars in thousands)
Cash and short-term investments	$	55,038
Short-term debt:
Current installments on long-term debt	$	11
Total short-term debt		11
Long-term debt:
Medium-term notes fixed rate 8.65% to 8.89% due 2011 through 2022		48,750
Debentures 6.95% due 2015		22,486
Revenue bonds fixed rate 5.9% to 7.75% due 2012 through 2026		149,679
Other notes		36
Senior notes 7 1/2% due 2019		147,469
Total long-term debt		368,431
Total stockholders’ equity		229,790
Total capitalization	$	598,221

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RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated are set forth in the following table.

	Twelve Months Ended December 31,
	2005		2006		2007		2008		2009
Earnings from continuing operations before income taxes	$	58,468	$	79,473	$	56,911	$	47,742	$	64,783
Add:
Interest expense		16,457		16,120		17,711		20,825		20,856
Rental expense factor(1)		824		843		848		1,008		862
Discount and loan expense amortization		471		578		593		613		1,136
Earnings available for fixed charges	$	76,220	$	97,014	$	76,063	$	70,188	$	87,637
Fixed charges:
Interest expense	$	16,457	$	16,120	$	17,711	$	20,825	$	20,856
Capitalized interest		—		—		—		—		—
Rental expense factor(1)		824		843		848		1,008		862
Discount and loan expense amortization		471		578		593		613		1,136
Total fixed charges	$	17,752	$	17,541	$	19,152	$	22,446	$	22,854
Ratio of earnings to fixed charges		4.3		5.5		4.0		3.1		3.8

(1) “Rental expense factor” is the portion of rental expense estimated to be representative of the interest factor within rental expense.

Certain 2005-2008 amounts have been reclassified to conform to the 2009 presentation. Also, see Note 18 to the consolidated financial statements incorporated by reference in this prospectus.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

On November 3, 2009, we issued an aggregate principal amount of $150,000,000 of outstanding notes in an offering under Rule 144A and Regulation S under the Securities Act that were not registered under the Securities Act. In connection with the issuance and sale of the outstanding notes, we entered into a registration rights agreement with the representatives of the initial purchasers of the outstanding notes. Under the registration rights agreement, we agreed to file a registration statement regarding the exchange of the outstanding notes for exchange notes registered under the Securities Act. We also agreed to use our reasonable best efforts to cause the registration statement to become effective with the SEC and to conduct this exchange offer after the registration statement is declared effective. The form and terms of the exchange notes are substantially identical to the outstanding notes except that the issuance of the exchange notes has been registered under the Securities Act and the transfer restrictions, registration rights and the additional interest provisions relating to the outstanding notes do not apply to the exchange notes.

The exchange offer is not being made to holders of outstanding notes in any jurisdiction where the exchange would not comply with the securities or blue sky laws of such jurisdiction. The registration rights agreement entered into in connection with the issuance of the outstanding notes, dated November 3, 2009, is filed as an exhibit to our Current Report on Form 8-K filed with the SEC on November 9, 2009, which is incorporated by reference into this prospectus.

Terms of the Exchange Offer

Upon the terms and conditions described in this prospectus, we will accept for exchange outstanding notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this prospectus, the term “expiration date” means 12:00 midnight, New York City time, on                     , 2010. However, if we extend the period of time for which the exchange offer is open, the term “expiration date” means the latest time and date to which we extend the exchange offer.

As of the date of this prospectus, $150,000,000 aggregate principal amount of the outstanding notes is outstanding. The outstanding notes were offered under an indenture dated November 3, 2009. This prospectus is first being sent on or about                     , 2010 to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchange in the exchange offer is subject to the conditions described under “—Conditions to the Exchange Offer.” We reserve the right to extend the period of time during which the exchange offer is open. We would then delay acceptance for exchange of any outstanding notes by giving oral or written notice of an extension and delay to the holders of outstanding notes as described below. During any extension period, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any outstanding notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the exchange offer. Holders of outstanding notes do not have dissenters’ rights of appraisal in connection with the exchange offer.

You may only exchange outstanding notes in denominations of $2,000 and higher integral multiples of $1,000.

We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified under “—Conditions to the Exchange Offer.” We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. We will notify you of any extension by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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Procedures for Tendering

You may only tender your outstanding notes by book-entry transfer of the outstanding notes into the exchange agent’s account at the Depository Trust Company, or DTC. The tender to us of outstanding notes by you, as set forth below, and our acceptance of the outstanding notes will constitute a binding agreement between us and you, upon the terms and subject to the conditions set forth in this prospectus.

Except as described below, a tendering holder must, on or prior to the expiration date, transmit an agent’s message to the exchange agent at the address listed below under “—Exchange Agent.”

In addition, the exchange agent must receive timely confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at the DTC, the book-entry transfer facility, along with the agent’s message.

The term “agent’s message” means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer.

If you are a beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and wish to tender, you should promptly instruct the registered holder to tender on your behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account.

We will determine all questions as to the validity, form and eligibility of outstanding notes tendered for exchange. This discretion extends to the determination of all questions concerning the timing of receipts and acceptance of tenders.

We reserve the right to reject any particular outstanding note not properly tendered, or any acceptance that may, in our judgment or our counsel’s judgment, be unlawful. We also reserve the right to waive any conditions of the exchange offer as applicable to all outstanding notes prior to the expiration date. If we waive a material condition of the offer, we will provide notice of the waiver and will extend the offer, if necessary, so that at least five business days remain in the exchange offer following the notice.

We also reserve the right to waive any defects or irregularities or conditions of the exchange offer as to any particular outstanding note prior to the expiration date. Our interpretation of the terms and conditions of the exchange offer as to any particular outstanding note either before or after the expiration date shall, subject to an order of a court of competent jurisdiction, be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within a reasonable period of time. None of us, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity in any tender of outstanding notes, nor will we, the exchange agent or any other person incur any liability for failing to give notification of any defect or irregularity.

By tendering, each holder represents to us that:

• the holder is not an affiliate of Potlatch (as defined in Rule 405 under the Securities Act) or a broker-dealer tendering notes acquired directly from us for its own account;

• the exchange notes are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder; and

• neither the holder nor the other person has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes.

In the case of a holder that is not a broker-dealer, that holder, by tendering, will also represent to us that the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.

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However, each holder who is our “affiliate” (within the meaning of the Securities Act) who intends to participate in the exchange offer for the purpose of distributing the exchange notes or a broker-dealer (within the meaning of the Securities Act) that acquired outstanding notes in a transaction other than as part of its trading or market-making activities and who has arranged or has an understanding with any person to participate in the distribution of the exchange notes:

• will not be able to rely on the applicable interpretation by the staff of the SEC set forth in the applicable no-action letters;

• will not be able to tender its outstanding notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Each broker or dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by it as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. However, a broker-dealer may be a statutory underwriter. See “Plan of Distribution.”

By delivering an agent’s message, a beneficial owner (whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee) or holder will be deemed to have irrevocably appointed the exchange agent as its agent and attorney-in-fact (with full knowledge that the exchange agent is also acting as an agent for us in connection with the exchange offer) with respect to the outstanding notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest subject only to the right of withdrawal described in this prospectus), to receive for our account all benefits and otherwise exercise all rights of beneficial ownership of such outstanding notes, in accordance with the terms and conditions of the exchange offer.

Each beneficial owner or holder will also be deemed to have represented and warranted to us that it has authority to tender, exchange, sell, assign and transfer the outstanding notes it tenders and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to such outstanding notes, free and clear of all liens, restrictions, charges and encumbrances, and that the outstanding notes tendered are not subject to any adverse claims or proxies. Each beneficial owner and holder, by tendering its outstanding notes, also agrees that it will comply with its obligations under the registration rights agreements.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all outstanding notes properly tendered, unless we terminate the exchange offer because of the non-satisfaction of conditions. We will issue the exchange notes promptly after acceptance of the outstanding notes. For purposes of the exchange offer, we will be deemed to have accepted properly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with prompt written confirmation of any oral notice. See “—Conditions to the Exchange Offer” below for a discussion of the conditions that must be satisfied before we accept any outstanding notes for exchange.

For each outstanding note accepted for exchange, the holder of the outstanding note will receive an exchange note having a principal amount equal to that of the surrendered outstanding note. The exchange notes will bear interest from the most recent date to which interest has been paid on the outstanding notes. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the completion of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid on the outstanding notes, from May 1, 2010. Outstanding

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notes accepted for exchange will cease to accrue interest from and after the date of completion of the exchange offer. Holders of outstanding notes whose outstanding notes are accepted for exchange will not receive any payment for accrued interest on the outstanding notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the exchange offer and will be deemed to have waived their rights to receive the accrued interest on the outstanding notes.

In all cases, issuance of exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of an agent’s message and a timely confirmation of the book-entry transfer of the outstanding notes, into the exchange agent’s account at DTC.

Unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder of the outstanding notes. The non-exchanged outstanding notes will be credited to an account maintained with the DTC, as promptly as practicable after the expiration of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC’s systems must make book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedure for transfer. This participant should transmit its acceptance to DTC on or prior to the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered outstanding notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer. The transmission of the outstanding notes and agent’s message to DTC and delivery by DTC to and receipt by the exchange agent of the related agent’s message will be deemed to be a valid tender.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program, or ATOP, procedures to tender outstanding notes. Any participant in the book-entry transfer facility may make book-entry delivery of outstanding notes by causing the book-entry transfer facility to transfer such outstanding notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the outstanding notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of outstanding notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from a participant tendering outstanding notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the exchange offer as described in this prospectus, and that we may enforce such terms against such participant.

Withdrawal Rights

Tenders of outstanding notes may be withdrawn at any time before 12:00 midnight, New York City time, on the expiration date.

For a withdrawal of a tender of outstanding notes to be effective, the exchange agent must receive a valid withdrawal request through ATOP from the tendering DTC participant before the expiration date. Any such request for withdrawal must include the VOI number of the tender to be withdrawn and the name of the ultimate beneficial owner of the related outstanding notes in order that such notes may be withdrawn.

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We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange. No exchange notes will be issued unless the outstanding notes so withdrawn are validly re-tendered. Any outstanding notes that have been tendered for exchange, but which are not exchanged for any reason, will be returned to the tendering holder without cost to the holder. The outstanding notes will be credited to an account maintained with DTC for the outstanding notes. The outstanding notes will be credited to the DTC account as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following the procedures described under the heading “—Procedures for Tendering” above at any time on or before 12:00 midnight, New York City time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and may terminate or amend the exchange offer, if at any time prior to the expiration date any of the following events occurs:

• there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer or would make it inadvisable to proceed with the exchange offer; or

• a change in applicable law prohibits the consummation of the exchange offer.

All conditions will be deemed satisfied or waived on or prior to the expiration date, unless we assert them on or prior to the expiration date. The foregoing conditions to the exchange offer are for our sole benefit and we may on or prior to the expiration date waive them in whole or in part in our reasonable discretion. If we waive a material condition of the offer, we will provide notice of the waiver and will extend the offer, if necessary, so that at least five business days remain in the exchange offer following the notice. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right.

In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if at the time any stop order is threatened or in effect relating to the registration statement of which this prospectus constitutes a part. We are required to make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a registration statement at the earliest possible moment.

Exchange Agent

We have appointed U.S. Bank National Association as the exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus to the exchange agent addressed as follows:

Delivery To:

U.S. Bank National Association

By Hand, Registered or Certified Mail, or Overnight Courier:

U.S. Bank National Association

Corporate Trust Services

EP-MN-WS-2N

60 Livingston Avenue

St. Paul, MN 55107

Attn: Specialized Finance

All other questions should be addressed to 601 West 1st Ave., Suite 1600, Spokane, Washington 99201, attention Corporate Secretary.

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Fees and Expenses

The principal solicitation is being made by mail by the exchange agent. Additional solicitations may be made by telephone, facsimile or in person by our officers and regular employees and by persons so engaged by the exchange agent.

We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith and pay other registration expenses, including fees and expenses of the trustee under the indenture, filing fees, blue sky fees and printing and distribution expenses. We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expense of the exchange offer over the term of the exchange notes in accordance with accounting principles generally accepted in the United States.

Transfer Taxes

We will pay any transfer taxes in connection with the exchange of outstanding notes for exchange notes in the exchange offer unless you instruct us to register exchange notes in the name of, or request any outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer tax.

Consequences of Exchanging or Failing to Exchange the Outstanding Notes

Holders of outstanding notes who do not exchange their outstanding notes for exchange notes in the exchange offer will continue to be subject to the provisions in the indenture regarding transfer and exchange of the outstanding notes and the restrictions on transfer of the outstanding notes as described in the legend on the outstanding notes as a consequence of the issuance of the outstanding notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Outstanding note holders that do not exchange outstanding notes for exchange notes in the exchange offer will no longer have any registration rights with respect to such notes.

Based on existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of exchange notes, as set forth below. However, any purchaser of exchange notes who is one of our “affiliates” (as defined in Rule 405 under the Securities Act) or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the applicable interpretation of the staff of the SEC;

• will not be able to tender its outstanding notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless such sale or transfer is made pursuant to an exemption from such requirements. See “Plan of Distribution.”

We do not intend to seek our own interpretation regarding the exchange offer and there can be no assurance that the SEC’s staff would make a similar determination with respect to the exchange notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

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DESCRIPTION OF OTHER INDEBTEDNESS

Set forth below is a list of all indebtedness, other than the outstanding notes, of Potlatch (or any of its subsidiaries) that is currently outstanding. The following descriptions do not purport to be complete and are qualified in their entirety by reference to their respective governing documents.

Bank Credit Facility

As of December 31, 2009, there were no borrowings outstanding under the revolving line of credit, and $6.8 million of the letter of credit subfacility was being used to support outstanding letters of credit. Loans under the bank credit facility bear interest at LIBOR plus between 3.0% and 4.0% for LIBOR loans, and a base rate effectively equal to the bank’s prime rate plus between 3.0% and 4.0% for other loans. As of December 31, 2009, we are able to borrow under the bank credit facility at either LIBOR or base rate, plus 3.50%.

The credit facility is secured by a pledge of the capital stock of our subsidiaries and by approximately 660,000 acres of our timberlands in Idaho to satisfy the minimum collateral coverage ratio, as described below. This pledge is on an equal rights of payment and level of seniority basis with $22.5 million principal amount of 6.95% debentures due 2015 and $48.8 million principal amount of medium-term notes, all of which are described below.

The agreement governing our bank credit facility contains certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The credit facility also contains financial maintenance covenants establishing a minimum interest coverage ratio, a minimum collateral coverage ratio and a maximum funded indebtedness to capitalization ratio. The minimum collateral coverage ratio requires that the value of the timberlands mortgaged for the benefit of the lenders under the bank credit facility and the holders of the 6.95% debentures and the medium-term notes have a value of 2.25 times the obligations secured by such collateral. We will be permitted to pay distributions on our common stock under the terms of the bank credit facility so long as we remain in pro forma compliance with the financial covenants.

The table below sets forth the most restrictive covenants in the bank credit facility and our status with respect to these covenants as of December 31, 2009:

	Covenant Requirement		Actual Ratio at December 31, 2009
Minimum Interest Coverage Ratio	2.50 to 1.00	*	5.98 to 1.00
Minimum Collateral Coverage Ratio	2.25 to 1.00		3.87 to 1.00
Maximum Funded Indebtedness to Capitalization Ratio	60.0	%	51.4	%

* Commencing October 1, 2010, the Interest Coverage Ratio will increase to 2.75 to 1.00 and commencing October 1, 2011, the Interest Coverage Ratio will increase to 3.00 to 1.00.

Medium-Term Notes

As of December 31, 2009, one of our guarantor subsidiaries had outstanding $48.8 million aggregate principal amount of medium-term notes with interest rates ranging from 8.65% to 8.89%, and maturity dates ranging from 2011 to 2022. The medium-term notes are non-convertible obligations and are not subject to redemption prior to maturity or entitled to any sinking fund. The medium-term notes are secured on an equal rights of payment and level of seniority basis with outstanding amounts under our bank credit facility and by a pledge of the capital stock of our subsidiaries and by approximately 660,000 acres of our timberlands in Idaho, and are equal in right of payment and level of seniority with our bank credit facility and $22.5 million aggregate principal amount of 6.95% debentures due 2015.

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In the indenture pursuant to which the medium-term notes were issued, we agreed, among other things to:

(i) refrain from creating, assuming or incurring any lien upon any of our “Principal Properties,” whether owned as of the offering of the notes or thereafter, that together with all outstanding obligations and indebtedness secured by liens exceeds 10% of our consolidated net tangible assets at the end of the immediately preceding fiscal year without making effective provisions whereby the notes shall be secured equally and ratably with any and all other obligations. Exceptions include (a) liens upon any property or assets owned by any subsidiary when it became a subsidiary; (b) liens on any Principal Property existing at the time of its acquisition and liens on Principal Property acquired, constructed or improved that are created contemporaneously with or within 180 days after the completion of such acquisition, improvement or construction to secure or provide payment for the purchase price of property acquired or the cost of such construction or improvement; (c) tax liens, governmental charges, materialmen’s, mechanics’, landlords’ or other like liens securing obligations not overdue or which shall be contested in good faith; (d) various pledges and deposits; (e) any lease; (f) liens in favor of governmental units to secure payments in connection with acquisitions, construction and improvements; (g) easements or similar encumbrances that do not materially impair the use of the Principal Property; (h) judgment liens for the payment of money not in excess of $10.0 million or those being contested in good faith; (i) liens on timberlands in connection with arrangements to cut or pay for timber in order to provide the lienholder with a specified amount of money; (j) liens in the ordinary course of business relating to the exploring for, developing or producing oil, gas, or other minerals on, or on any interest in, or on any proceeds from the sale of property acquired for such purposes; (k) liens to extend or renew other permitted liens;

(ii) refrain from sale and leaseback transactions involving any of our Principal Property unless the proceeds of the sale are at least equal to the fair value of the Principal Property involved and either (a) an amount equal to the cash portion of the net proceeds of the sale is applied within 180 days to the retirement of funded debt or other debt securities or to the purchase of property other than the Principal Property involved in the sale and leaseback transaction, or (b) the Principal Property involved in the sale and leaseback transaction could have been subject to a permissible lien under the indenture, as described above; and

(iii) refrain from merging or selling the Company unless the new or acquiring entity is organized and existing under the laws of the U.S., any state thereof or the District of Columbia and the new or acquiring entity expressly assumes all payment and other obligations relating to the medium term notes and the new or acquiring entity shall not immediately after the transaction have outstanding indebtedness secured by any liens not permitted by the indenture for the medium term notes, as described above.

The indenture defines our Principal Properties as (a) any building, structure or other facility used primarily for manufacturing whose gross book value exceeds 10% of our consolidated net tangible assets, and (b) any timberlands owned in fee or under contract, other than timberlands which, in the aggregate, do not exceed 10% of our total acreage owned in fee or under contract.

6.95% Debentures

In 1995, one of our guarantor subsidiaries offered and sold $100 million of 6.95% Debentures due December 15, 2015 pursuant to a limited indenture. As of December 31, 2009, $22.5 million of 6.95% Debentures remained outstanding. The debentures are non-convertible obligations, are not subject to redemption prior to maturity and are not entitled to any sinking fund. In the indenture pursuant to which the 6.95% Debentures were issued, we agreed to the same covenants and negative pledges as those in the indenture relating to our medium-term notes described above. In addition, with respect to the pledge of the capital stock of our subsidiaries and the portion of our timberlands in Idaho secured under our bank credit facility described above, the 6.95% Debentures are equal in right of payment and level of seniority with our bank credit facility and the medium-term notes.

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Fixed Rate Revenue Bonds

As of December 31, 2009, one of our guarantor subsidiaries had approximately $150 million of indebtedness represented by various fixed rate revenue bonds with interest rates ranging from 5.9% to 7.75% and maturity dates ranging from 2012 through 2026. The fixed rate revenue bonds were issued by political subdivisions or agencies of Minnesota, Idaho and Arkansas, and the proceeds were subsequently loaned to us on an unsecured basis to finance some of our pollution control and solid waste disposal facilities located within those states. The guarantor subsidiary agreed to pay the relevant political subdivision or agency in installments which, as to amount, correspond to the payments of principal of and premium, if any, on the bonds, whether at maturity, upon prior redemption or acceleration, or otherwise.

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DESCRIPTION OF EXCHANGE NOTES

The outstanding notes were, and the exchange notes will be, issued under an Indenture dated as of November 3, 2009 between Potlatch, the Guarantors and U.S. Bank National Association, as trustee. The terms of the outstanding notes, the exchange notes and the related guarantees include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The terms of the exchange notes are identical to the terms of the outstanding notes in all material respects, including interest rate and maturity, except that the exchange notes will not be subject to:

• the restriction on transfer;

• the registration rights agreement’s covenants regarding registration of the notes; and

• accrual of additional interest.

The following description is a summary of the material provisions of the indenture. It does not restate the agreement in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture will be available upon written request to Potlatch as described under “Where You Can Find More Information.” In this description only, references to “Potlatch,” “we,” “us,” “our” and “our company” refer only to Potlatch Corporation and not to any of its subsidiaries. You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” Certain defined terms used in this description but not defined below under “Certain Definitions” have the meanings assigned to them in the indenture.

For purposes of this description, references to the “notes” include the outstanding notes, the exchange notes, and any additional notes subsequently issued under the indenture. The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Exchange Notes

The Exchange Notes

The exchange notes will be:

• our general unsecured obligations;

• pari passu in right of payment with all of our existing and future unsecured senior indebtedness;

• effectively junior to our secured indebtedness up to the value of the collateral securing such indebtedness;

• effectively junior to all existing and future indebtedness of our subsidiaries that are not Guarantors and other liabilities of our subsidiaries that are not Guarantors, including trade payables and lease obligations;

• senior in right of payment to our existing and any future subordinated indebtedness; and

• unconditionally guaranteed by the Guarantors.

The Guarantees

Each guarantee will be:

• a general unsecured obligation of the Guarantor;

• pari passu in right of payment with all existing and future unsecured senior indebtedness of the Guarantor;

• effectively junior to the Guarantor’s secured indebtedness up to the value of the collateral securing such indebtedness; and

• senior in right of payment to any existing and any future subordinated indebtedness of the Guarantor.

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As of December 31, 2009, Potlatch and its Subsidiaries had approximately $368.4 million of senior debt outstanding, of which approximately $71.3 million in principal amount of other indebtedness would have effectively ranked senior to the notes to the extent of the collateral securing such debt. The notes will be structurally subordinated to all of the liabilities of our Subsidiaries that do not guarantee the notes. As of December 31, 2009, our non-Guarantor Subsidiaries did not have any indebtedness for money borrowed.

Potlatch holds all of its assets and conducts all of its operations through its subsidiaries and has no independent assets or operations. Potlatch’s Subsidiaries, other than the Guarantors, are minor in significance. The Guarantees are full and unconditional and joint and several. Except with respect to REIT tax rules, there are no significant restrictions on the ability of Potlatch or any of the Guarantors to obtain funds from any of Potlatch’s Subsidiaries by dividend or loan. The tax rules with which Potlatch must comply to maintain its status as a REIT limit its ability to use dividends from Potlatch TRS to service its indebtedness. In particular, at least 75% of Potlatch’s gross income for each taxable year as a REIT must be derived from sales of its standing timber and other types of real estate income. No more than 25% of Potlatch’s gross income may consist of dividends from Potlatch TRS and other non-qualifying types of income. This requirement may limit Potlatch’s ability to receive dividends from Potlatch TRS and may impact its ability to service its indebtedness using cash flows from Potlatch TRS.

Principal, Maturity and Interest

On November 3, 2009, Potlatch issued $150,000,000 aggregate principal amount of notes. Potlatch may issue additional notes under the indenture from time to time after the exchange. Except as set forth herein, the notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Potlatch will issue the exchange notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on November 1, 2019.

Interest on the notes will accrue at the rate of 7 ¹/2% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2010. Potlatch will make each interest payment to the holders of record on the immediately preceding April 15 and October 15.

Interest on the notes will accrue from the date of initial issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

For so long as the notes remain in the form of global securities, Potlatch will pay all principal, interest and premium, if any, on the notes to the depository or its nominee as the registered holder of the global securities representing the notes. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless Potlatch elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

Paying Agent and Registrar for the Notes

The trustee will initially act as paying agent and registrar for the notes. Potlatch may change the paying agent or registrar without prior notice to the holders of the notes, and Potlatch or any of its Subsidiaries may act as paying agent or registrar.

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Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. Potlatch is not required to transfer or exchange any note selected for redemption. Also, Potlatch is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Optional Redemption

Potlatch may redeem the notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount of the notes redeemed plus the Applicable Premium, plus accrued and unpaid interest to the applicable redemption date (subject to the right of holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).

In addition, at any time prior to November 1, 2012, Potlatch may redeem up to 35% of the principal amount of the notes (including any additional notes) with the net cash proceeds of one or more sales of its common stock, upon not less than 30 nor more than 60 days’ notice, at a redemption price (expressed as a percentage of principal amount) of 107.500%, plus accrued interest to the redemption date; provided that at least 65% of the aggregate principal amount of notes originally issued under the indenture remains outstanding after each such redemption and notice of any such redemption is mailed within 60 days of each such sale of common stock.

Mandatory Redemption

Potlatch is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Guarantees

Payment of the principal of, premium, if any, and interest on the Notes will be Guaranteed, jointly and severally, on an unsecured unsubordinated basis by the Guarantors. The indenture provides that each domestic Subsidiary of Potlatch that is a borrower, or that Guarantees Indebtedness of Potlatch, under the Credit Agreement will Guarantee payment of the principal of, premium, if any, and interest on the Notes, provided that no Subsidiary will be required to become a Guarantor where prohibited by applicable Federal or state laws and regulations.

The obligations of a Guarantor under its Guarantee will be limited so as not to constitute a fraudulent conveyance or fraudulent transfer under applicable Federal or state laws. A Guarantor that makes a payment or distribution under its Guarantee will be entitled to contribution from any other Guarantor. See “Risk Factors— Risks Related to Our Indebtedness and the Exchange Notes—Your ability to enforce the guarantees of the notes may be limited.”

The Guarantee issued by any Guarantor will be automatically and unconditionally released and discharged upon:

(1) any sale, exchange or transfer to any person (other than a Subsidiary of Potlatch) of any of the Capital Stock of such Guarantor;

(2) in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a person in compliance with the terms of the indenture;

(3) the release or discharge of the guarantee by such Guarantor of Indebtedness of Potlatch under the Credit Agreement or such Guarantor ceases to be a borrower under the Credit Agreement;

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(4) in the event of liquidation or dissolution of such Guarantor; or

(5) if the notes are defeased or discharged in accordance with the terms of the indenture.

Potlatch is not restricted from selling or otherwise disposing of any of the Guarantors or any or all of the assets of any of the Guarantors.

Repurchase at the Option of Holders

If a Change of Control occurs at any time, unless Potlatch has exercised its right to redeem the notes as described above under the caption “—Optional Redemption,” each holder of notes will have the right to require Potlatch to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s notes pursuant to a Change of Control offer on the terms set forth in the indenture for a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of repurchase. Within 30 days following any Change of Control, Potlatch will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Potlatch will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, Potlatch will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

On the Change of Control payment date, Potlatch will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control offer;

(2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all notes or portions of notes properly tendered; and

(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes being purchased by Potlatch.

The paying agent will promptly mail to each holder of notes properly tendered the purchase price for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.

Potlatch will publicly announce the results of the Change of Control offer on or as soon as practicable after the Change of Control payment date.

The provisions described above that require Potlatch to make a Change of Control offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that Potlatch repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

Potlatch will not be required to make a Change of Control offer upon a Change of Control if (1) in connection with or in contemplation of any Change of Control, it has made an offer to purchase any and all notes

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validly tendered at a cash price equal to or higher than the Change of Control payment and has purchased all notes properly tendered in accordance with the terms of such alternate offer, (2) a third party makes the Change of Control offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control offer made by Potlatch and purchases all notes properly tendered and not withdrawn under the Change of Control offer or (3) notice of redemption has been given pursuant to the indenture as described above under the caption “—Optional Redemption,” unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of control, if a definitive agreement is in place for the Change of Control at the time the Change of Control offer is made.

The Change of Control repurchase feature is a result of negotiations between Potlatch and the initial purchasers. Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that Potlatch would decide to do so in the future. Subject to certain covenants described below, Potlatch could, in the future, enter into certain transactions that would not constitute a Change of Control under the indenture, but that could increase the amount of debt outstanding at such time or otherwise affect Potlatch’s capital structure or credit ratings. Holders may not be entitled to require us to purchase their notes in certain circumstances involving a significant change in the composition of Potlatch’s Board of Directors, including in connection with a proxy contest in which Potlatch’s Board of Directors does not approve a dissident slate of directors but approves them as directors for purposes of determining whether or not a Change of Control has occurred, even if Potlatch’s Board of Directors initially opposed the directors.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Potlatch and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require Potlatch to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Potlatch and its Restricted Subsidiaries taken as a whole to another person or group may be uncertain.

There can be no assurance that Potlatch will have sufficient funds available at the time of any Change of Control to make any debt payment (including repurchases of notes) required by this section, as well as any other repayments pursuant to covenants that may be contained in other securities of Potlatch that might be outstanding at the time.

Potlatch’s obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the holders of a majority in principal amount of the notes. See “—Amendment, Supplement and Waiver.”

Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which they are listed; or

(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as that trustee deems fair and appropriate.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

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If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the outstanding note will be issued in the name of the holder of notes upon cancellation of the outstanding note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain Covenants

Limitation on Restricted Payments

Potlatch will not, and will not permit any of the Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

(a) no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof; and

(b) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made pursuant to this clause (b) by Potlatch and the Subsidiaries after the Issue Date, is less than the sum, without duplication, of:

(i) 100% of the Funds Available for Distribution of Potlatch for the period (taken as one accounting period) from the first full fiscal quarter that begins after the Issue Date to the end of Potlatch’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if the Funds Available for Distribution for such period is a loss, less 100% of such loss); plus

(ii) 100% of the aggregate net cash proceeds received by Potlatch after the Issue Date as a contribution to its equity capital or from the issue or sale of equity interests of Potlatch (other than Disqualified Capital Stock).

The preceding provisions will not prohibit:

(i) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;

(ii) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Qualified Capital Stock of Potlatch or any Subsidiary or from the substantially concurrent contribution of common equity capital to Potlatch;

(iii) the payment of any dividend or other distribution by any Subsidiary to the holders of its Capital Stock on a pro rata basis;

(iv) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Potlatch or any Subsidiary held by any current or former officer, director or employee of Potlatch or any Subsidiary pursuant to any employment agreement that has been approved by the Board of Directors of Potlatch or any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement not to exceed $1.0 million in any twelve-month period (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso from any twelve-month period are available to be carried over to the subsequent twelve-month period);

(v) the repurchase of Capital Stock of Potlatch or any Subsidiary deemed to occur upon the exercise of stock options, warrants, restricted stock, restricted stock units or performance shares to the extent such Capital Stock represents a portion of the exercise price of those stock options and repurchase of Capital Stock deemed to occur upon the withholding of a portion of Capital Stock granted or awarded to an employee to pay for the taxes payable by such employee upon such grant or award (or settlement or vesting thereof);

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(vi) the making of any Restricted Payment to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants, (B) the settlement or vesting of restricted stock, restricted stock units or performance shares or (C) the conversion or exchange of Capital Stock of Potlatch or any Subsidiary;

(vii) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof, if there is not sufficient capacity to make such Restricted Payment pursuant to clause (b) above, the making of any other Restricted Payment in an amount that, together with the aggregate amount of all other Restricted Payments made since the Issue Date pursuant to this clause (vii), does not exceed $125.0 million; or

(viii) so long as no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof, if there is not sufficient capacity to make such Restricted Payment pursuant to clauses (b) and (vii) above, the making of any additional Restricted Payment if after giving effect to such Restricted Payment on a pro forma basis, the Leverage Ratio of Potlatch and its Subsidiaries would not exceed 4.25 to 1.00.

Limitation on Liens

Potlatch may not, nor may Potlatch permit any Subsidiary to, create, assume or incur any Lien upon any of its or their Principal Properties, or any interest it or they may have therein, whether owned at the date hereof or hereafter acquired (unless, in the case of any Lien upon any Principal Property of any Subsidiary, all obligations and indebtedness thereby secured are held by Potlatch or a wholly owned Subsidiary) as security for any indebtedness without making effective provision, and Potlatch covenants that in any such case effective provision will be made, whereby the Notes (either alone or together with all or any part of any other indebtedness of Potlatch) shall be secured by such Lien equally and ratably (or, at the option of Potlatch, prior to) with any and all other obligations and indebtedness thereby secured; provided, however, that the foregoing restriction shall not apply to:

(1) Liens existing on the date hereof;

(2) Liens to secure the medium-term notes;

(3) Liens to secure obligations under the Credit Agreement in an aggregate principal amount not to exceed the greater of (x) $300.0 million and (y) at the time of the incurrence thereof, two times the Consolidated EBITDDA of Potlatch and its Subsidiaries for the four full fiscal quarters for which internal financial statements are available determined on a pro forma basis in accordance with Regulation S-X under the Securities Act (including a pro forma application of the net proceeds therefrom);

(4) Liens upon any property or assets owned by any Subsidiary existing on the date on which such Subsidiary became a Subsidiary;

(5) Liens on any property or assets existing at the time of their acquisition and Liens on any property or assets acquired, constructed or improved which are created contemporaneously with or within 180 days after (or created pursuant to financing arrangements, a firm commitment for which is obtained within 180 days after) the completion of such acquisition, improvement or construction to secure or provide for payment of the purchase price of property or assets acquired or the cost of such construction or improvement, including Liens arising in connection with cross-border or defeased lease arrangements; if (i) such Lien shall be limited to the property so acquired or constructed or to the improvements so made, (ii) the amount of the obligations or indebtedness secured by such Lien shall not be increased after the date of the acquisition of such property or the completion of such improvements or construction except to the extent additional construction or improvements shall be made to such property after the date of such acquisition or the making of such improvements or construction, and (iii) in each instance where the obligation or indebtedness secured by such Lien shall constitute an obligation or indebtedness of, or is assumed by, Potlatch or such Subsidiary, the principal amount of

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the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (as determined in good faith by Potlatch’s Board of Directors), whichever shall be lower, of the property, construction or improvements at the time of the acquisition or completion thereof;

(6) Liens for taxes or assessments or governmental charges or levies not then due and delinquent or the validity of which shall be contested in good faith; and materialmen’s, mechanics’, carriers’, workmen’s, repairmen’s, landlords’ or other like Liens securing obligations not overdue or which shall be contested in good faith, or deposits to obtain the release of such Liens;

(7) pledges or deposits to secure public or statutory obligations or to secure payment of workmen’s compensation or to secure performance in connection with tenders, leases of real property, bids or contracts or to secure surety or appeal bonds and pledges or deposits made in the ordinary course of business for similar purposes;

(8) any lease or sublease, regardless of the manner in which such lease or sublease shall be treated for accounting or tax purposes or any other purpose or any filing of or agreement to file any financing statement under the Uniform Commercial Code, or UCC, of any jurisdiction in respect of such lease or sublease;

(9) Liens in favor of a governmental unit to secure payments under any contract or statute, or to secure any indebtedness incurred in financing the acquisition, construction or improvement of property subject thereto, including Liens on, and created or arising in connection with the financing of the acquisition, construction or improvement of, any facility used or to be used in the business of Potlatch or any Subsidiary through the issuance of obligations defined in Section 103(b)(2) of the Code (or any subsequently adopted provisions thereof defining similar obligations) the income from which shall be excludable from gross income by virtue of Sections 103(a) and (b) (4), (b) (5) and (b) (6) of the Code (or any subsequently adopted provisions thereof providing for a specific exclusion from gross income);

(10) easements or similar encumbrances, the existence of which do not materially impair the use of the Principal Property subject thereto for the purposes for which it is held or was acquired,

(11) Liens arising out of any final judgment for the payment of money aggregating not in excess of $10.0 million; or Liens arising out of any final judgment for the payment of money provided such judgment is being contested in good faith;

(12) Liens on timberlands in connection with an arrangement under which Potlatch or a Subsidiary is obligated to cut or pay for timber in order to provide the lienholder with a specified amount of money, however determined;

(13) Liens created or assumed in the ordinary course of the business of exploring for, developing or producing oil, gas or other minerals (including borrowings in connection therewith) on, or any interest in, or on any proceeds from the sale of, property acquired for such purposes, production therefrom (including the proceeds thereof), or material or equipment located thereon;

(14) Liens upon goods or proceeds securing Potlatch’s or any Subsidiary’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such goods;

(15) Liens on assets of a receivables subsidiary in connection with a qualified receivables transaction;

(16) licenses or sublicenses granted in the ordinary course of business;

(17) conservation easements, covenants and similar restrictions on timberlands;

(18) Liens of sellers of goods to Potlatch and any Subsidiary arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses;

(19) any interest of title of a buyer in connection with, and Liens arising from UCC financing statements relating to, a sale of receivables;

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(20) Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the products and proceeds thereof;

(21) normal and customary rights of set-off upon deposits of cash in favor of banks or other depository institutions;

(22) Liens of a collection bank arising under Section 4-210 of the UCC on items in the course of collection;

(23) Liens in favor of Potlatch or any Subsidiary;

(24) Liens against the landlord’s interest in any real property with respect to which Potlatch or any Subsidiary holds a lease;

(25) Condemnation or eminent domain proceedings affecting any real property;

(26) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of import or customs duties in connection with the importation of goods;

(27) Liens arising out of conditional sale, title retention, consignment or similar arrangements;

(28) Liens on earnest money deposits made in connection with any letter of intent or purchase agreement;

(29) Liens on the capital stock of any non-majority owned joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens arising from the pledge of any bonds, debentures, notes or similar instruments which are purchased and held by any remarketing agent for the account of, or as agent for, Potlatch or any Subsidiary; and

(31) Liens to extend, renew or replace any Liens referred to in clauses (1) through (30).

Notwithstanding the foregoing provisions, Potlatch or any Subsidiary may create, assume or incur, or suffer to be created, assumed or incurred any Lien which would otherwise be subject to the foregoing restriction, provided that at no time shall the aggregate amount of all outstanding obligations and indebtedness secured by Liens which, but for this paragraph, would be prohibited by this covenant, plus the aggregate amount of Attributable Debt in respect of any then existing leases described under the caption “—Limitation on Sale and Leaseback” (other than any such leases of property to the extent that the cash portion of the net proceeds of the sale of such property shall have been applied in compliance with the covenant described under the caption “—Limitation on Sale and Leaseback”), exceed 10% of Consolidated Net Tangible Assets at the end of the preceding fiscal year of Potlatch.

Limitation on Sale and Leaseback

Potlatch will not, nor will it permit any Subsidiary to, directly or indirectly, sell or transfer (other than to Potlatch or a Subsidiary) any Principal Property (other than a Principal Property sold or transferred to an industrial development corporation or governmental instrumentality in connection with a revenue or pollution control financing) now owned or hereafter acquired with the intention that Potlatch or any Subsidiary shall take back a lease thereof (other than a lease for a term of not more than three years, a lease entered into solely for tax purposes or a cross-border or defeased lease arrangement) (herein referred to as a sale and leaseback transaction) unless (a) the proceeds of such sale shall at least be equal to the fair value (as determined in good faith by Potlatch’s Board of Directors) of such Principal Property, and (b) either (1) an amount equal to the cash portion of the net proceeds of such sale shall be applied within 180 days either before or after the effective date of any such transaction (i) to the retirement of Funded Indebtedness (other than any thereof owed to Potlatch or any Subsidiary) or (ii) to the retirement of the Notes or (iii) to the purchase of property, facilities or equipment (other than the property, facilities or equipment involved in such sale) having a value at least equal to the cash portion of the net proceeds of such sale, or (2) the property, facilities or equipment involved in such sale could have been subjected to a Lien to secure indebtedness in a principal amount equal to the aggregate amount of Attributable Debt in respect of such sale without equally and ratably securing the notes pursuant the covenant described under the caption “Limitation on Liens.”

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Limitation of Guarantees by Subsidiaries

If any Subsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, assumes, becomes a borrower under, guarantees or in any other manner become liable with respect to any Indebtedness of Potlatch under the Credit Agreement after the date hereof, such Subsidiary shall execute and deliver a supplemental indenture to the indenture, providing a guarantee of payment of the notes by such Subsidiary.

Any such guarantee by a Subsidiary of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any holder, upon:

(1) the unconditional release of such Subsidiary from its liability in respect of the Indebtedness in connection with which such guarantee was executed and delivered pursuant to the preceding paragraph; or

(2) (i) any sale, exchange or transfer to any person (other than a Subsidiary of Potlatch) of any of the Capital Stock of such Guarantor; (ii) in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a person in compliance with the terms of the indenture; (iii) the release or discharge of the guarantee by such Guarantor of Indebtedness of Potlatch under the Credit Agreement or such Guarantor ceases to be a borrower under the Credit Agreement; (iv) in the event of liquidation or dissolution of such Guarantor; or (v) if the notes are defeased or discharged in accordance with the terms of the indenture.

Payments for Consent

Potlatch will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provision of the officer’s certificate or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

Notwithstanding that Potlatch or its Subsidiaries may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and so long as any notes remain outstanding, Potlatch shall file with the SEC and provide the trustee and holders of notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that Potlatch shall not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings.

For so long as any notes remain outstanding, Potlatch will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Merger, Sale and Lease

Under the indenture, Potlatch may consolidate with or merge, combine or amalgamate into any other person, or sell, convey, lease or otherwise dispose of all or substantially all of our properties and assets to any person, without the consent of the holders of any of the outstanding notes, provided that:

• any successor or purchaser will expressly assume the due and punctual payment of the principal of and interest on all the notes and the due and punctual performance and observance of all of the covenants and conditions of the indenture to be performed by us under a supplemental indenture;

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• Potlatch has delivered to the trustee an officers’ certificate and opinion of counsel confirming compliance with these provisions;

• immediately after the transaction, no event of default, and no event that, after notice or lapse of time or both, would become an event of default, occurs and continues; and

• certain other conditions are met.

The above conditions will not apply to:

(1) a merger of Potlatch with an Affiliate solely for the purpose of reincorporating Potlatch in another jurisdiction within the United States; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among Potlatch and its Subsidiaries.

If upon any merger of us with or into any other corporation, or upon any sale or lease of all or substantially all of our properties, any Principal Property of Potlatch or a Subsidiary or any shares of stock or indebtedness of a Subsidiary owned immediately prior to such merger, sale or lease would, thereupon, become subject to any lien other than liens permitted, without securing the notes, prior to such event, Potlatch will secure the notes equally with all of our other obligations so secured, by a lien on such Principal Property, shares or indebtedness prior to all liens other than any liens existing up to that time thereon and liens so permitted by those sections of the indenture.

The indenture will provide that the successor person formed by such consolidation or into which Potlatch is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made, shall succeed to, and be substituted for, Potlatch under the indenture, with the same effect as if such successor person had been named as Potlatch under the indenture. In the event of a succession in compliance with this covenant, the indenture will provide that the predecessor shall be relieved from all of its obligations and covenants under the indenture upon the consummation of such succession.

Events of Default

Each of the following is an “Event of Default” under the indenture:

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at stated maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) except as permitted by the indenture, any Guarantee of any Guarantor, shall for any reason cease to be, or it shall be asserted by any Guarantor or Potlatch not to be, in full force and effect and enforceable in accordance with its terms for a period of 30 days;

(4) default in the performance, or breach, of any covenant or agreement of Potlatch or any Guarantor in the indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), or (3) above), and continuance of such default or breach for a period of 30 days after written notice thereof has been given to Potlatch by the Trustee or to Potlatch and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes;

(5) a default or defaults under any bonds, debentures, notes or other evidences of Indebtedness (other than the Notes) by Potlatch or any Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $12.5 million, whether such Indebtedness now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Indebtedness prior to its express maturity or shall constitute a failure to pay at least $12.5 million of such Indebtedness when due and payable after the expiration of any applicable grace period with respect thereto;

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(6) the entry against Potlatch or any Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $12.5 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or

(7) certain events in bankruptcy, insolvency or reorganization affecting Potlatch or any Significant Subsidiary (or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary).

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to Potlatch) occurs and is continuing, then and in every such case the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to Potlatch (and to the Trustee if given by holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (5) shall be remedied or cured by Potlatch or a Subsidiary of Potlatch or waived by the holders of the relevant Indebtedness within 90 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (7) above occurs with respect to Potlatch, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any holder.

Prior to an acceleration described above, the holders of a majority in principal amount of the outstanding notes, by notice to the Trustee, may waive, on behalf of the holders of all notes any past default or Event of Default, except as set forth under “—Amendment, Supplement and Waiver.” The Trustee may withhold from holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the holders to do so.

No holder of any Note will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity reasonably satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

Potlatch will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the indenture and as to any default in such performance. Potlatch also will be required to notify the Trustee if it becomes aware of the occurrence of any Default or Event of Default.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Potlatch will have any liability for any obligations of Potlatch under the notes, the indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

Potlatch may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes and the guarantees, if any, except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, and interest and premium, if any, on such notes when such payments are due from the trust referred to below;

(2) Potlatch’s obligations with respect to the notes concerning issuing temporary notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the trustee, and Potlatch’s and the Guarantors’, if any, obligations in connection therewith; and

(4) the Legal Defeasance provisions of the indenture.

In addition, Potlatch may, at its option and at any time, elect to have the obligations of Potlatch and the Guarantors, if any, released with respect to certain covenants in the indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Potlatch must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable government securities, or a combination of cash in U.S. dollars and non-callable government securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium on the outstanding notes on the stated maturity or on the redemption date, as the case may be, and Potlatch must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit under the indenture (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

(3) Potlatch must deliver to the trustee an officers’ certificate stating that the deposit was not made by Potlatch with the intent of preferring the holders of notes being defeased over the other creditors of Potlatch with the intent of defeating, hindering, delaying or defrauding creditors of Potlatch or others; and

(4) Potlatch must deliver to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the notes and the indenture may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or

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exchange offer for, notes), and any existing default or compliance with any provision of the notes and the indenture may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

With respect to the notes, without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1) reduce the principal amount of such notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any such note or alter the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any such note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on such notes (except a rescission of acceleration of such notes by the holders of at least a majority in aggregate principal amount of the notes, and a waiver of the payment default that resulted from such acceleration);

(5) make any such note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of the notes to receive payments of principal of, or interest or premium on the notes;

(7) waive a redemption payment with respect to any such note (other than a payment required by the covenant described under “—Repurchase at the Option of Holders”); or

(8) make any change in the preceding amendment and waiver provisions.

With respect to the notes, notwithstanding the preceding paragraphs, without the consent of any holder of such notes, Potlatch and the Trustee may amend or supplement the indenture, the notes or the applicable Guarantees, if any:

(1) to cure any ambiguity, defect, omission or inconsistency;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of Potlatch’s or the Guarantors’, if any, obligations to holders of such notes in the case of a merger or consolidation or sale of all or substantially all of Potlatch’s assets;

(4) to make any change that would provide any additional rights or benefits to the holders of such notes or that does not adversely affect the legal rights under the indenture of any such holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;

(6) to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture;

(7) to conform the text of the indenture or the notes to any provision of this “Description of Exchange Notes” section relating to the offering of the notes, to the extent that such provision in the indenture was intended to be a verbatim recitation of a provision of this “Description of Exchange Notes”; or

(8) to allow Guarantors, if any, to execute a supplemental indenture or a guarantee with respect to the notes.

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Satisfaction and Discharge

The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Potlatch, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Potlatch or a Guarantor, if any, has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable government securities, or a combination of cash in U.S. dollars and noncallable government securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit (other than as a result of the borrowing of the funds to be used to make the deposit);

(3) Potlatch or a Guarantor, if any, has paid or caused to be paid all sums payable by it under the indenture; and

(4) Potlatch has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, Potlatch must deliver an officers’ certificate to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Potlatch or a Guarantor, if any, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense in the case of a corporation, corporate stock.

Additional Information

Anyone who receives this prospectus may obtain a copy of the indenture without charge by following the instructions under the caption “Where You Can Find More Information.”

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Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, “control,” as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such note and (ii) the excess of:

(a) the present value at such redemption date of the sum of all required remaining principal and interest payments due on such note (excluding accrued but unpaid interest), such present value to be computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of such note.

“Attributable Debt” means, in respect of a sale and leaseback transaction, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease had been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Basis of Real Estate Sold” means the book value of the timberland and related timber based on the original purchase price, as displayed in the consolidated financial statements of Potlatch and its Subsidiaries.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof;

(2) with respect to a partnership, the board of directors (or a board or committee serving a similar function) of the general partner of the partnership;

(3) with respect to a limited liability company, the board of managers (or a board or committee serving a similar function) of the limited liability company; and

(4) with respect to any other person, the board or committee of such person serving a similar function.

“Capital Expenditures” means, for any period, any direct or indirect expenditures of Potlatch and its Subsidiaries which should be capitalized on the consolidated balance sheet of Potlatch and its Subsidiaries in accordance with GAAP, provided that expenditures for any direct or indirect timberlands purchase transaction exceeding $5 million shall not be included.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person,

including any options or warrants convertible into (1)—(4) above, but excluding any debt securities convertible into such equity securities.

“Capitalized Lease Obligation” means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing) of persons become the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of Potlatch, whether as a result of the issuance of securities of Potlatch, any merger, consolidation, liquidation or dissolution of Potlatch;

(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of Potlatch and the Subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a wholly owned Subsidiary) shall have occurred, or Potlatch merges, consolidates or amalgamates with or into any other person or any other person merges, consolidates or amalgamates with or into Potlatch, in any such event pursuant to a transaction in which the outstanding Voting Stock of Potlatch is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

(1) the outstanding Voting Stock of Potlatch is reclassified into or exchanged for other Voting Stock of Potlatch or for Voting Stock of the surviving corporation, and

(2) the holders of the Voting Stock of Potlatch immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Potlatch or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction;

(c) during any period of two consecutive years, individuals who at the beginning of such period constituted Potlatch’s Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the stockholders of Potlatch was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such Board then in office; or

(d) the stockholders of Potlatch shall have approved any plan of liquidation or dissolution of Potlatch.

“Code” means the Internal Revenue Code of 1986, as amended.

“Consolidated Earnings” means, for any period, the consolidated earnings (or loss) from continuing operations of Potlatch and the Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such earnings, by excluding, without duplication:

(1) all extraordinary, non-recurring or unusual gains or losses (net of fees and expenses relating to the transaction giving rise thereto);

(2) the portion of earnings of Potlatch and the Subsidiaries allocable to minority interests in unconsolidated persons to the extent that cash dividends or distributions have not actually been received by Potlatch or one of the Subsidiaries;

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(3) gains or losses in respect of any sales of capital stock or asset sales outside the ordinary course of business by such person or one of its Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(4) any gain or loss realized as a result of the cumulative effect of a change in accounting principles;

(5) any fees and expenses paid in connection with the issuance of the Notes;

(6) the net after-tax effects of adjustments in the inventory, property and equipment, goodwill, intangible assets, deferred revenue and debt line items in such person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof;

(7) any gain or loss recorded in connection with the designation of a discontinued operation (exclusive of its operating income or loss);

(8) any non-cash compensation or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards; and

(9) any net after-tax gain or loss from discontinued operations.

“Consolidated EBITDDA” means, for any period, the Consolidated Earnings for such period, plus the following to the extent deducted in calculating such Consolidated Earnings: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital, (ii) Consolidated Interest Expense, (iii) depreciation, depletion and amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs), (iv) any prepayment penalty, make whole premium or loss associated with the repayment of any Indebtedness, and (v) the Basis of Real Estate Sold.

In calculating “Consolidated EBITDDA” for any period, if any disposition or acquisition (whether pursuant to a stock or an asset transaction) shall have occurred since the first day of such period for which the “Consolidated EBITDDA” is being calculated, such calculation shall give pro forma effect to such disposition or acquisition.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of:

(1) the interest expense less interest income of Potlatch and any Subsidiary for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation (to the extent reflected as interest expense in accordance with GAAP):

(a) any amortization of debt discount and debt issuance costs;

(b) the cash cost under any Interest Swap Obligations;

(c) the interest portion of any deferred payment obligation;

(d) all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities;

(e) the interest expense on Indebtedness of another person that is Guaranteed by Potlatch or one of its Subsidiaries or secured by a Lien on assets of Potlatch or one of its Subsidiaries;

(f) costs associated with hedging obligations related to Indebtedness (including amortization thereof);

(g) the cash contributions to employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Potlatch) in connection with Indebtedness incurred by such plan or trust;

(h) all accrued interest;

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(i) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other premiums, fees and charges associated with Indebtedness or any receivables financing, whether in connection with the incurrence, prepayment, redemption, termination or wind-down thereof or otherwise associated with Indebtedness or any receivables financing (including the credit facilities, letters of credit, bankers’ acceptances and net costs under hedging agreements); and

(2) the interest component of capital lease obligations paid, accrued or scheduled to be paid or accrued by Potlatch and the Subsidiaries during such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Tangible Assets” means the total amount of assets of Potlatch and its consolidated Subsidiaries (less applicable reserves) after deducting therefrom: (a) all current liabilities of Potlatch and its consolidated Subsidiaries (excluding intercompany items among Potlatch and its consolidated Subsidiaries and excluding any current liabilities constituting Funded Indebtedness by reason of being renewable or extendable and excluding deferred income taxes), and (b) goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, such assets and exclusions and deductions therefrom to be in such amounts, if any, as would appear on a consolidated balance sheet of Potlatch and its consolidated Subsidiaries as of the date of computation, prepared in accordance with GAAP applied on a consistent basis as in effect on the date of such computation.

“Credit Agreement” means the Credit Agreement, dated as of December 8, 2008 among Potlatch, the subsidiaries party thereto, Bank of America, N.A., as administrative agent, and the lenders and agents party thereto, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original agents, lenders or otherwise), renewed, restructured, repaid, refunded, refinanced or otherwise modified from time to time (such replacement, renewal, restructuring, repaying, refunding, refinancing or modification may be successive or non-successive), including by means of one or more other credit agreements, loan agreements, note agreements, promissory notes, indentures or other agreements or instruments evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase or refinance in whole or in part the indebtedness and other obligations outstanding.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control) on or prior to the final maturity date of the notes.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States.

“Funded Indebtedness” mean, with respect to any corporation, indebtedness of such corporation if such indebtedness shall be payable more than one year from the date of computation or shall be extendable or renewable at the option of such corporation to a time more than one year after the date of computations; and all guarantees (direct or indirect) of such indebtedness of others.

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“Funds Available for Distribution” for any period means the Consolidated Earnings of Potlatch and its Subsidiaries for such period determined in accordance with GAAP, plus

(1) consolidated depreciation, depletion and amortization expense of Potlatch and its Subsidiaries for such period, to the extent such consolidated depreciation, depletion and amortization expense was deducted in computing such Consolidated Earnings; plus

(2) Basis of Real Estate Sold for such period; minus

(3) Capital Expenditures for such period,

in each case, calculated for Potlatch and its Subsidiaries for the period on a consolidated basis as determined in accordance with GAAP.

“Guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Indebtedness of any other person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other person whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business; supplier, purchaser or customer arrangements in the ordinary course of business; representations, warranties, covenants and indemnities entered into by Potlatch or any Subsidiary which are reasonably customary in sale, factoring or securitization of receivables financings; or “comfort” letters delivered to auditors in connection with statutory audits. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means any Subsidiary that executes a Guarantee in accordance with the provisions of the indenture and their respective successors and assigns until the Guarantee of such person has been released in accordance with the provisions of the indenture.

“Indebtedness” means with respect to any person, without duplication,

(1) all Obligations of such person for borrowed money;

(2) all Obligations of such person evidenced by bonds, debentures, notes or other similar instruments;

(3) all Capitalized Lease Obligations of such person;

(4) all Obligations of such person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all Obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business and indemnification obligations and obligations under agreements relating to the sale or acquisition of assets or equity);

(5) all Obligations for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction;

(6) guarantees and other contingent obligations in respect of Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

(7) all Obligations of any other person of the type referred to in clauses (1) through (6) which are secured by any lien on any property or asset of such person, the amount of such Obligation being deemed to be the lesser of the fair market value of such property or asset or the amount of the Obligation so secured;

(8) all Obligations under currency agreements and interest swap agreements of such person; and

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(9) all Disqualified Capital Stock issued by such person with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and in good faith by the Board of Directors of the issuer of such Disqualified Capital Stock.

“Interest Swap Obligations” means the obligations of any person pursuant to any arrangement with any other person, whereby, directly or indirectly, such person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Issue Date” means the date on which the Notes are originally issued under the indenture.

“Leverage Ratio” means, as of any date, the ratio of (a) the Indebtedness as of such date to (b) the Consolidated EBITDDA of Potlatch and its Subsidiaries for the immediately preceding four full fiscal quarters ending prior to such date for which internal financial statements are available (the “Transaction Date”), determined as provided below.

For purposes of calculating the Leverage Ratio:

(1) acquisitions that have been made by the specified person or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Transaction Date shall be deemed to have occurred on the first day of the four-quarter reference period in accordance with Regulation S-X under the Securities Act; and

(2) the Consolidated EBITDDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Transaction Date, will be excluded.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Medium-term notes” means Potlatch’s (i) $48.8 million aggregate principal amount of medium-term notes with interest rates ranging from 8.65% to 8.89%, and maturity dates ranging from 2011 to 2022; and (ii) $22.5 million aggregate principal amount of 6.95% debentures due 2015.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Principal Property” means (a) any building, structure or other facility used primarily for manufacturing and located in the United States, in each case the gross book value (without deduction of any depreciation reserves) of which on the date as of which the determination is being made shall exceed 10% of Consolidated Net Tangible Assets, other than any of the types of facilities described in subsections (b)(4), (b)(5) and (b)(6) of

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Section 103 of the Code, or as described in any provisions of the Code which may hereafter replace such subsections, or any types of facilities which may hereafter be added to the list of facilities described in such subsections or their successor provisions, and (b) any timberlands in the United States owned in fee or under contract for the purchase of the fee by Potlatch or any Subsidiary other than such timberlands in the aggregate not exceeding 10% of the aggregate timberlands acreage in the United States owned in fee or under contract for the purchase of the fee by Potlatch and its Subsidiaries on the date as of which any determination shall be made; provided, however, that the term “Principal Property” shall not include any timberlands, buildings, structures, facilities or any portion of any of the foregoing which, in the opinion of Potlatch’s Board of Directors as expressed in a board resolution, shall not be of material importance to the total business conducted by Potlatch and its Subsidiaries taken as an entirety; and provided, further, that the term Principal Property shall not include any land, including without limitation timberlands, designated by Potlatch’s Board of Directors as being held primarily for development or sale, or any land, including without limitation timberlands, held for the exploitation of minerals or mineral rights.

“Qualified Capital Stock” in any person means a class of Capital Stock other than Redeemable Capital Stock.

“Redeemable Capital Stock” in any person means any equity security of such person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Indebtedness of such person at the option of the holder thereof, in whole or in part, at any time prior to the stated maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Stock. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Stock solely because the holders of the equity security have the right to require Potlatch to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Stock if the terms of such equity security provide that Potlatch may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Limitation on Restricted Payments.” The amount of Redeemable Capital Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that Potlatch and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Stock or portion thereof, exclusive of accrued dividends.

“Restricted Payment” means any of the following (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of Potlatch or any Subsidiary (other than dividends or other distributions made solely in Qualified Capital Stock and other than dividends or other distributions payable to Potlatch or any Subsidiary) or (ii) any payment (whether in cash, securities or other property) to purchase, redeem, retire, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants) any Capital Stock or other equity interest of Potlatch or any Subsidiary.

“Sale and Leaseback Transaction” means any arrangement with any person providing for the leasing by Potlatch or any Subsidiary of any properties or assets of Potlatch and/or such Subsidiary (except for leases between Potlatch and any Subsidiary, between any Subsidiary and Potlatch or between Subsidiaries), which properties or assets have been or are to be sold or transferred by Potlatch or such Subsidiary to such person which lease shall occur within 180 days after such sale or transfer.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of Potlatch within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

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“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by Potlatch or by one or more other Subsidiaries, or by Potlatch and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Timberlands” means real property that contains standing timber.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 1, 2019; provided, however, that if the period from the redemption date to November 1, 2019 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Voting Stock” of any person as of any date means the Capital Stock of such person that is at the time entitled to vote in the election of the Board of Directors of such person.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that this prospectus will be made available for 180 days after the date hereof to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the date of this prospectus, Potlatch will provide additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. Potlatch will indemnify the holders of the outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Taxation of Holders of the Notes

The following summary describes the material United States federal income tax consequences (i) to a holder with respect to the purchase, beneficial ownership and disposition of the exchange notes and (ii) resulting from the exchange of outstanding notes for the exchange notes by a holder in the exchange offer. This summary is limited to holders who will hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and who acquire the notes in this offering at the initial offering price. This summary does not deal with the United States federal income tax consequences to investors subject to special treatment under the United States federal income tax laws, such as dealers in securities or foreign currency, tax exempt entities, banks, thrifts, insurance companies, retirement plans, regulated investment companies, traders in securities that elect to apply a mark-to-market method of accounting, persons that hold the notes as part of a “straddle,” a “hedge” against currency risk, a “conversion transaction” or other integrated transaction, holders subject to the alternative minimum tax, partnerships or other pass-through entities (or investors in such entities), certain financial institutions, expatriates and former citizens or long-term residents of the United States and United States Holders (as defined below) that have a “functional currency” other than the U.S. dollar, all within the meaning of the Code. In addition, this discussion does not describe United States federal gift or estate tax consequences or any tax consequences arising out of the tax laws of any state, local or foreign jurisdiction.

The federal income tax considerations set forth below are based upon the Code, existing and proposed regulations thereunder, and current administrative rulings and court decisions, all of which are subject to change. Prospective investors should particularly note that any such change could have retroactive application so as to result in federal income tax consequences different from those discussed below. We have not and will not seek any rulings from the Internal Revenue Service (“IRS”) regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the exchange of the outstanding notes for the exchange notes or of the purchase, ownership or disposition of the notes that are different from those discussed below.

Investors should consult their tax advisors regarding the application of the United States federal income tax laws to their particular situations, as well as any tax consequences of exchanging the outstanding notes for the exchange notes arising under the federal estate or gift tax rules or under the laws of any state, local or foreign taxing jurisdiction or under any applicable tax treaty.

As used herein, “United States Holders” are beneficial owners of the notes, that are, for United States federal income tax purposes:

• individuals who are citizens or residents of the United States;

• corporations or other entities taxable as corporations created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia;

• estates, the income of which is subject to United States federal income taxation regardless of its source; or

• trusts if (i) (A) a court within the United States is able to exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust was in existence on August 20, 1996, was treated as a U.S. person prior to such date, and validly elected to continue to be so treated.

As used herein, a “non-United States Holder” is a beneficial owner of the notes that is an individual, corporation, estate or trust for United States federal income tax purposes and is not a United States Holder.

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If any entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, you should consult your tax advisor regarding the tax consequences of the exchange of the outstanding notes for the exchange notes and of the purchase, ownership and disposition of the notes.

In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the exchange notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury regulations relating to “contingent payment debt instruments.” Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, each such contingency is “remote” or is considered to be “incidental.” We believe and intend to take the position that the foregoing contingencies should be treated as remote and/or incidental. Our position is binding on a holder, unless the holder discloses in the proper manner to the IRS that it is taking a different position. However, this determination is inherently factual and we can give you no assurance that our position would be sustained if challenged by the IRS. A successful challenge of this position by the IRS could affect the timing and amount of a holder’s income and could cause gain from the sale or other disposition of an exchange note to be treated as ordinary income, rather than capital gain. This disclosure assumes that the exchange notes will not be considered contingent payment debt instruments. Holders are urged to consult their tax advisors regarding the potential application to the exchange notes of the contingent payment debt regulations and the consequences thereof.

Taxation of United States Holders

The Exchange Offer

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for United States federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for United States federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same United States federal income tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

Taxation of Stated Interest

Stated interest on the exchange notes will be treated as “qualified stated interest” (i.e., stated interest that is unconditionally payable at least annually at a single fixed rate over the entire term of the note) and will be taxable to United States Holders as ordinary interest income as the interest accrues or is paid, in accordance with the holder’s regular method of tax accounting.

Sale, Exchange, Retirement or Redemption of the Exchange Notes

Upon the disposition of an exchange note by sale, exchange, retirement or redemption, a United States Holder will generally recognize gain or loss equal to the difference between (1) the amount realized on the disposition of the exchange note (other than amounts attributable to accrued and unpaid stated interest on the exchange note, which will be treated as ordinary interest income for federal income tax purposes if not previously included in income) and (2) the United States Holder’s adjusted tax basis in the exchange note. A United States Holder’s adjusted tax basis in an exchange note generally will equal the cost of the exchange note to such United States Holder.

Gain or loss from the taxable disposition of an exchange note generally will be capital gain or loss and will be long-term capital gain or loss if the exchange note was held by the United States Holder for more than one year at the time of the disposition. For non-corporate holders, certain preferential tax rates may apply to gain recognized as long-term capital gain. The deductibility of capital losses is subject to certain limitations.

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Backup Withholding and Information Reporting

Payments of interest on, or the proceeds of the sale or other disposition of, an exchange note are generally subject to information reporting unless the United States Holder is an exempt recipient (such as a corporation). Such payments may also be subject to United States federal backup withholding tax at the applicable rate if the recipient of such payment fails to supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise fails to establish an exemption from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a United States Holder may be credited against the United States Holder’s U.S. federal income tax liability, if any, or refunded.

Taxation of Non-United States Holders

For purposes of the following discussion, interest and gain on the sale, exchange or other disposition (including a retirement or redemption) of an exchange note will be considered “U.S. trade or business income” if the income or gain is effectively connected with a U.S. trade or business that is conducted or deemed to be conducted, by a non-United States Holder.

The Exchange Offer

The exchange of the outstanding notes for the exchange notes in the exchange offer will not be treated as an “exchange” for United States federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Accordingly, the exchange of outstanding notes for exchange notes will not be a taxable event to holders for United States federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the outstanding notes and the same United States federal income tax consequences to holders as the outstanding notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period.

Taxation of Interest

Interest income will qualify for the “portfolio interest” exception, and therefore will not be subject to United States withholding tax, if:

• the interest income is not “U.S. trade or business income” of the non-United States Holder;

• the non-United States Holder does not actually or constructively own 10% or more of the total combined voting power of the Company’s stock entitled to vote;

• the non-United States Holder is not, for United States federal income tax purposes, a controlled foreign corporation that is related to the Company;

• the non-United States Holder is not a bank which acquired the exchange note in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

• either (A) the non-United States Holder certifies, under penalty of perjury, to the Company or the Company’s agent that it is not a U.S. person and such non-United States Holder provides its name, address and certain other information on a properly executed Form W-8BEN (or an applicable substitute form), or (B) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business holds the note on behalf of the beneficial owner and provides a statement to the Company or the Company’s agent signed under the penalties of perjury in which the organization, bank or financial institution certifies that Form W-8BEN or a suitable substitute has been received by it from the non-United States Holder or from another financial institution entity on behalf of the non-United States Holder and furnishes the Company or the Company’s agent with a copy.

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If a non-United States Holder cannot satisfy the requirements for the portfolio interest exception as described above, the gross amount of payments of interest to such non-United States Holder that is not “U.S. trade or business income” will be subject to United States federal withholding tax at the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate withholding. U.S. trade or business income will not be subject to United States federal withholding tax but will be taxed on a net income basis in generally the same manner as a United States Holder (unless an applicable income tax treaty provides otherwise), and if the non-United States Holder is a foreign corporation, such U.S. trade or business income also may be subject to the branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such interest, or a lower rate provided by an applicable treaty. In order to claim the benefit provided by a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, a non-United States Holder must provide either:

• a properly executed Form W-8BEN (or suitable substitute form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty; or

• a properly executed Form W-8ECI (or suitable substitute form) stating that interest paid on the note is not subject to withholding tax because it is “U.S. trade or business income.”

Sale, Exchange, Retirement or Redemption of Exchange Notes

Subject to the discussion of backup withholding below, generally, a non-United States Holder will not be subject to United States federal income tax or withholding tax on any gain realized on the sale, exchange, retirement or redemption of an exchange note unless:

• the gain is “U.S. trade or business income;” or

• the non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year in which the disposition of the note is made and certain other requirements are met.

A holder described in the first bullet point above will be required to pay United States federal income tax on the net gain derived from the sale in the same manner as a United States Holder, except as otherwise required by an applicable tax treaty, and if such holder is a foreign corporation, it may also be required to pay a branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain, or a lower rate provided by an applicable income tax treaty. A holder described in the second bullet point above will be subject to a 30% United States federal income tax on the gain derived from the sale, which may be offset by certain U.S. source capital losses.

Information Reporting and Backup Withholding

Where required, information will be reported annually to each non-United States Holder as well as the IRS regarding any interest that is either subject to withholding or exempt from United States withholding tax pursuant to a tax treaty or to the portfolio interest exception. Copies of these information returns may also be made available to the tax authorities of the country in which the non-United States Holder resides under the provisions of a specific treaty or agreement.

Under the backup withholding provisions of the Code and the applicable Treasury regulations, a non-United States Holder of exchange notes may be subject to backup withholding at a rate currently equal to 28% with respect to interest paid on the exchange notes. However, the regulations provide that payments of interest to a non-United States Holder will not be subject to backup withholding and related information reporting if the non-United States Holder certifies its non-U.S. status under penalties of perjury or satisfies the requirements of an otherwise established exemption.

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The payment of the proceeds from the disposition (including a retirement or redemption) of exchange notes to or through the U.S. office of any broker, United States or foreign, will be subject to information reporting and possible backup withholding unless the non-United States Holder certifies its non-U.S. status under penalty of perjury or satisfies the requirements of an otherwise established exemption.

The payment of the proceeds from the disposition of an exchange note to or through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States will not be subject to information reporting or backup withholding. When a non-United States Holder receives a payment of proceeds from the disposition of exchange notes either to or through a non-U.S. office of a broker that is either a U.S. person or a person who has certain enumerated relationships with the United States, the regulations require information reporting (but not backup withholding) on the payment, unless the broker has documentary evidence in its files that the non-United States Holder is not a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a credit against such holder’s United States federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Taxation of Potlatch Corporation

Taxation of REITs in General

Qualification and taxation as a REIT depends upon our ability to meet, on a continuing basis, various qualification requirements imposed upon REITs by the Code. The material qualification requirements are summarized below under “—Requirements for Qualification—General.” While we intend to continue to operate so that we qualify as a REIT, no assurance can be given that the IRS will not challenge our qualification, or that we will be able to operate in accordance with the REIT requirements in the future. See “—Failure to Qualify.”

While qualified as a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to federal corporate income tax on our net income that is currently distributed to our stockholders. This deduction for dividends paid substantially eliminates the “double taxation” of corporate income, or taxation at both the corporate and stockholder levels, that generally results from an investment in a corporation. Thus, income generated by a REIT and distributed to its stockholders generally is taxed only at the stockholder level upon the distribution of that income.

Net operating losses, foreign tax credits and other tax attributes of a REIT generally do not pass through to the stockholders of the REIT, subject to special rules for certain items such as capital gains recognized by REITs.

While qualified as a REIT, we are nonetheless subject to federal tax in the following circumstances:

• We are taxed at regular corporate rates on any undistributed income, including undistributed net capital gains.

• If we earn net income from prohibited transactions, which are, in general, sales or other dispositions of property held primarily for sale to customers in the ordinary course of business, such income is subject to a “prohibited transactions” 100% tax. We intend to continue to conduct our operations so that no asset owned by us or any pass-through subsidiaries is held for sale to customers, and that a sale of any such asset is not in the ordinary course of our business. Whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the particular facts and circumstances. No assurance can be given that any property in which we hold a direct or indirect interest will not be treated as property held for sale to customers, or that we can comply with certain safe harbor provisions of the Code that would prevent such treatment.

• If we have net income from the sale or other disposition of “foreclosure property” which is held primarily for sale to customers in the ordinary course of business or other nonqualifying income from

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foreclosure property, we will be subject to tax at the highest corporate rate on such income. In general, foreclosure property is property acquired through foreclosure after a default on a loan secured by the property or on a lease of the property. We do not anticipate receiving any income from foreclosure property.

• If we should fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless qualify as a REIT because other requirements are met, we will be subject to a 100% tax on an amount based on the magnitude of the failure, adjusted to reflect the profit margin associated with our gross income.

• If we should fail to satisfy the asset or other requirements applicable to REITs, as described below, yet nonetheless qualify as a REIT because there is reasonable cause for the failure and other applicable requirements are met, we may be subject to a penalty. In that case, the amount of the penalty will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of net income generated by the assets in question multiplied by the highest corporate tax rate, which is currently 35%, if that amount exceeds $50,000 per failure.

• If we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year, and (3) any undistributed taxable income from prior periods, we would be subject to a 4% excise tax on the excess of the required distribution over the sum of (a) the amounts actually distributed, plus (b) retained amounts on which income tax is paid at the corporate level.

• We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record keeping requirements intended to monitor our compliance with rules relating to the composition of a REIT’s stockholders, as described below in “—Requirements for Qualification—General.”

• A 100% tax may be imposed on some items of income and expense that are directly or constructively paid between a REIT and a TRS that do not reflect arm’s-length terms.

• If, during the ten-year period beginning on the first date we are subject to taxation as a REIT, which was January 1, 2006, we recognize gain on the disposition of any property held by us as of this date, then, to the extent of the excess of (i) the fair market value of this property as of this date over (ii) the adjusted tax basis of the property as of this date, which we refer to as built-in gain, will be subject to tax at the highest corporate tax rate. In addition, if we acquire any asset from a C corporation, which is generally a corporation subject to full corporate level tax, in a transaction in which the adjusted tax basis of the asset in our hands is determined by reference to the adjusted tax basis of the asset or any other property in the hands of the C corporation, and we recognize gain on the disposition of this asset during the ten-year period beginning on the date on which the asset was acquired by us, then, the built-in gains will be subject to tax at the highest regular corporate tax rate. The IRS has issued a revenue ruling that clarifies that the income derived from the harvesting and sale of timber pursuant to timber cutting contracts, as opposed to the gain derived from the sale of timberlands, will not be subject to the built-in gains tax. Thus, we are not subject to the built-in gains tax on the income we derive from the harvesting and sale of timber from such timberlands. A subsequent sale of such timberlands, however, would be subject to the built-in gains tax.

• The earnings of Potlatch TRS, our taxable REIT subsidiary that holds our wood products manufacturing facilities, assets used in the harvesting of timber and the sale of logs and selected parcels of land expected to be sold or developed for higher and better use purposes, are subject to tax at the current federal corporate income tax rate.

In addition, we and any subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on our or their assets and operations. We could also be subject to tax in situations and on transactions not presently contemplated.

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Requirements for Qualification—General

The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial interest;

(3) that would be taxable as a domestic corporation but for the special Code provisions applicable to REITs;

(4) that is neither a financial institution nor an insurance company subject to specific provisions of the Code;

(5) the beneficial ownership of which is held by 100 or more persons;

(6) in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned, directly or indirectly, by five or fewer “individuals,” as defined in the Code to include specified tax-exempt entities; and

(7) that meets other tests described below, including with respect to the nature of its income and assets.

The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a corporation’s initial tax year as a REIT, which was 2006 in the case of Potlatch.

To monitor compliance with the share ownership requirements imposed on REITs, we are required by the Code and Treasury regulations to maintain records regarding the actual ownership of our shares. To do so, we are required to demand written statements each year from the record holders of certain percentages of our stock in which the record holders are to disclose the actual owners of the shares, which are the persons required to include in gross income the dividends paid by us. A list of those persons failing or refusing to comply with this demand must be maintained as part of our records. A stockholder that fails or refuses to comply with the demand is required by Treasury regulations to submit a statement with its federal income tax return disclosing the actual ownership of the shares and other information. If we fail to keep such records to show, to the extent required by the Code and Treasury regulations, the actual ownership of our outstanding stock, we could be subject to monetary penalties.

In addition, a corporation generally may not elect to become a REIT unless its taxable year is the calendar year. As our taxable year is the calendar year, we satisfy this requirement.

The Code provides relief from violations of the REIT gross income requirements, as described below under “—Income Tests,” in cases where a violation is due to reasonable cause and not willful neglect, and other requirements are met, including the payment of a penalty tax that is based upon the magnitude of the violation. In addition, the Code extends similar relief in the case of certain violations of the REIT asset requirements and other REIT requirements, again provided that the violation is due to reasonable cause and not willful neglect, and other conditions are met, including the payment of a penalty tax that is based upon the magnitude of the violation. See “—Asset Tests.” If we fail to satisfy any of the various REIT requirements, there can be no assurance that these relief provisions would be available to enable us to remain qualified as a REIT, and, if available, the amount of any resultant penalty tax could be substantial.

Effect of Subsidiary Entities

Ownership of Partnership Interests. In the case of a REIT that is a partner in a partnership, the Treasury regulations provide that the REIT is deemed to own its proportionate share of the partnership’s assets, subject to special rules relating to the 10% REIT asset test described below, and to earn its proportionate share of the

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partnership’s income for purposes of the asset and gross income tests applicable to REITs as described below. Similarly, the assets and gross income of the partnership are deemed to retain the same character in the hands of the REIT.

Disregarded Subsidiaries. If a REIT owns a corporate subsidiary that is a “qualified REIT subsidiary,” that subsidiary is generally disregarded for federal income tax purposes, and all assets, liabilities, and items of income, deduction, and credit of the subsidiary are treated as assets, liabilities, and items of income, deduction, and credit of the REIT itself, including for purposes of the gross income and asset tests applicable to REITs as summarized below. A qualified REIT subsidiary is any corporation, other than a “taxable REIT subsidiary” as described below, that is wholly owned by a REIT, or by one or more disregarded subsidiaries of the REIT, or by a combination of the two. Other entities that are wholly owned by a REIT, including single member limited liability companies, are also generally disregarded as separate entities for federal income tax purposes, including for purposes of the REIT income and asset tests. Disregarded subsidiaries, along with any partnerships in which we may hold an equity interest, are sometimes referred to herein as “pass-through subsidiaries.” Our subsidiaries, other than Potlatch TRS, are pass-through subsidiaries.

In the event that a disregarded subsidiary ceases to be wholly owned, for example, if any equity interest in the subsidiary is acquired by a person other than us or another disregarded subsidiary of ours, the subsidiary’s separate existence would no longer be disregarded for federal income tax purposes. Instead, it would have multiple owners and would be treated as either a partnership or a taxable corporation. Such an event could, depending on the circumstances, adversely affect our ability to satisfy the various asset and gross income requirements applicable to REITs, including the requirement that REITs generally may not own, directly or indirectly, more than 10% of the securities of another corporation. See “—Asset Tests” and “—Income Tests.”

Taxable Subsidiaries. A REIT, in general, may jointly elect with another corporation, whether or not wholly owned, to treat the corporation as a TRS of the REIT. A REIT generally may not own more than 10% of the securities of a taxable corporation, as measured by voting power or value, unless the corporation elects to be a TRS. The separate existence of a TRS or other taxable corporation, unlike a disregarded subsidiary as discussed above, is not ignored for federal income tax purposes. Accordingly, such an entity would generally be subject to corporate income tax on its earnings, which may reduce the cash flows generated by us and any subsidiaries in the aggregate, and our ability to make distributions to our stockholders.

A parent REIT is not treated as holding the assets of a TRS or as receiving any income that the TRS earns. Rather, the stock of the TRS is an asset in the hands of the parent REIT, and the REIT recognizes as income the dividends, if any, that it receives from the TRS. This treatment can affect the income and asset test calculations that apply to the REIT, as described below. Because a parent REIT does not include the assets and income of its TRSs in determining the parent’s compliance with the REIT requirements, such entities may be used by the parent REIT to indirectly undertake activities that the REIT rules might otherwise preclude it from doing directly or through pass-through subsidiaries. Examples of activities of Potlatch that might give rise to precluded categories of income include log sales or wood products manufacturing activities.

We own all of the outstanding stock of Potlatch Timberlands, LLC, which through its wholly owned subsidiaries is engaged in the business of purchasing and harvesting timber and manufacturing wood products. Potlatch Timberlands, LLC and its subsidiaries owns and operates the assets and businesses that we, as a REIT, are not permitted to own and operate directly. These assets and businesses consist primarily of the five manufacturing facilities engaged in the manufacturing of wood products, assets for the harvesting of timber and the sale of logs, and selected land parcels that we expect will be sold or developed for higher and better use purposes.

Income Tests

In order to maintain REIT status, we must continue to satisfy two gross income requirements on an annual basis. First, at least 75% of our gross income must be derived from investments relating to real property or mortgages on real property, including gains from timber-cutting contracts and lump-sum sales of timber, “rents

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from real property,” dividends received from other REITs, interest income derived from mortgage loans secured by real property, and gains from the sale of real estate assets, as well as income from some kinds of temporary investments. Second, at least 95% of our gross income, excluding gross income from prohibited transactions, must be derived from a combination of income from investments in real property, which is income that qualifies under the 75% income test described above, as well as other dividends, interest, and gain from the sale or disposition of stock or securities, which need not have any relation to real property.

Income we derive from timber-cutting contracts or lump-sum sales of standing timber qualifies under the REIT gross income tests.

Rents that we receive qualify as “rents from real property” in satisfying the gross income requirements for a REIT only if several conditions are met. For example, if rent is partly attributable to personal property leased in connection with a lease of real property, the portion of the total rent that is attributable to the personal property will not qualify as “rents from real property” unless it constitutes 15% or less of the total rent received under the lease. Substantially all of the rental income that we have received in the past and expect to receive in the future is derived from certain farmlands and grazing lands, from certain hunting leases, from renting rights of way through our properties, and from the rental of certain commercial property. Income we receive from such leases and properties constitute “rents from real property” under the applicable rules. While we do not receive a substantial amount of rental income, we have taken steps to ensure that such rental income qualifies as “rents from real property” for purposes of the 75% and 95% gross income tests.

We may receive distributions from Potlatch TRS or other corporations that are not REITs or qualified REIT subsidiaries. These distributions will be classified as dividend income to the extent of the earnings and profits of the distributing corporation. Such distributions generally constitute qualifying income for purposes of the 95% gross income test, but not under the 75% gross income test. Any dividends received by us from a REIT will be qualifying income in our hands for purposes of both the 95% and 75% income tests.

Any income or gain we or any pass-through subsidiaries derive from instruments that hedge certain risks, such as the risk of changes in interest rates, will not be treated as gross income for purposes of the 75% or 95% gross income tests, provided that specified requirements are met. Such requirements include that the instrument hedges risks associated with indebtedness issued or to be issued by us or any pass-through subsidiaries incurred to acquire or carry “real estate assets,” and that the instrument is properly identified as a hedge, along with the risk that it hedges, within prescribed time periods. See “—Asset Tests.”

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may still qualify as a REIT for the year if we are entitled to relief under applicable provisions of the Code. These relief provisions will be generally available if our failure to meet these tests was due to reasonable cause and not due to willful neglect and we attach to our tax return a schedule of the sources of our income. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all circumstances. If these relief provisions are inapplicable to a particular set of circumstances involving us, we will not qualify as a REIT. As discussed above under “—Taxation of REITs in General,” even where these relief provisions apply, a tax would be imposed based upon the amount by which we fail to satisfy the particular gross income test.

Asset Tests

To remain qualified as a REIT, at the close of each calendar quarter, we must satisfy four tests relating to the nature of our assets. First, at least 75% of the value of our total assets must be represented by some combination of “real estate assets,” cash, cash items, U.S. government securities, and, under some circumstances, stock or debt instruments purchased with new capital. For this purpose, the term “real estate assets” includes interests in real property, such as land, timberlands, buildings, leasehold interests in real property, stock of other corporations that qualify as REITs, and some kinds of mortgage-backed securities and mortgage loans. Securities that do not qualify for purposes of this 75% test are subject to the additional asset tests described below.

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Second, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of the REIT’s total assets.

Third, the value of any one issuer’s securities owned by us may not exceed 5% of the value of our total assets.

Fourth, we may not own more than 10% of any one issuer’s outstanding securities, as measured by either voting power or value. The 5% and 10% asset tests do not apply to securities of TRSs and qualified REIT subsidiaries.

The Code contains a number of provisions applicable to REITs, including relief provisions that make it easier for REITs to satisfy the asset requirements, or to maintain REIT qualification notwithstanding certain violations of the asset and other requirements. One such provision allows a REIT which fails one or more of the asset requirements to nevertheless maintain its REIT qualification if (a) the REIT provides the IRS with a description of each asset causing the failure, (b) the failure is due to reasonable cause and not willful neglect, (c) the REIT pays a tax equal to the greater of (i) $50,000 per failure, and (ii) the product of the net income generated by the assets that caused the failure multiplied by the highest applicable corporate tax rate, which is currently 35%, and (d) the REIT either disposes of the assets causing the failure within 6 months after the last day of the quarter in which it identifies the failure, or otherwise satisfies the relevant asset tests within that time frame.

A REIT may maintain its qualification despite de minimis violations of the 10% and 5% asset tests if (a) the value of the assets causing the violation do not exceed the lesser of 1% of the REIT’s total assets and $10,000,000, and (b) the REIT either disposes of the assets causing the failure within 6 months after the last day of the quarter in which it identifies the failure, or the relevant tests are otherwise satisfied within that time frame.

Certain securities will not cause a violation of the 10% value test described above. Such securities include instruments that constitute “straight debt,” which includes securities having certain contingency features. A newly enacted restriction, however, precludes a security from qualifying as “straight debt” where a REIT or a controlled taxable REIT subsidiary of the REIT owns other securities of the issuer of that security which do not qualify as straight debt, unless the value of those other securities constitutes, in the aggregate, 1% or less of the total value of that issuer’s outstanding securities. In addition to straight debt, certain other securities will not violate the 10% value test. Such securities include (a) any loan made to an individual or an estate, (b) certain rental agreements in which one or more payments are to be made in subsequent years other than agreements between a REIT and certain persons related to the REIT, (c) any obligation to pay rents from real property, (d) securities issued by governmental entities that are not dependent in whole or in part on the profits of or payments made by a non-governmental entity, (e) any security issued by another REIT, and (f) any debt instrument issued by a partnership if the partnership’s income is of a nature that it would satisfy the 75% gross income test described above under “—Income Tests.” In applying the 10% value test, a debt security issued by a partnership is not taken into account to the extent, if any, of the REIT’s proportionate equity interest in that partnership.

Under Treasury regulations, the value of the TRS securities may be established by a good-faith determination of our board of directors. We believe that the value of the securities of Potlatch TRS are substantially less than 25% of the value of the REIT’s total assets. The IRS may not agree with this determination and may assert that we fail to meet the REIT asset tests.

We believe the composition of our assets enables us to comply with the foregoing REIT asset requirements, and we continue to monitor compliance on an ongoing basis. Our timberlands, including those timberlands that are subject to timber-cutting contracts, are considered qualifying real estate assets or interests in real property for purposes of the REIT asset tests. More than 75% of the assets we own consist of fee ownership of timberlands. Accordingly, we believe that we continue to meet the 75% test described above.

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If we should fail to satisfy the asset tests at the end of a calendar quarter, such a failure would not cause us to lose REIT status if we (1) satisfied the asset tests at the close of the preceding calendar quarter and (2) the discrepancy between the value of our assets and the asset test requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but instead arose from changes in the market value of our assets. If the condition described in (2) were not satisfied, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or otherwise qualifying for the relief provisions described above.

Annual Distribution Requirements

REITs generally are required to distribute 90% of their ordinary taxable income and not their net capital gains income. The IRS has ruled that payments on timber-cutting contracts that qualify under section 631(b) of the Code are to be treated as capital gains. Because payments on such timber-cutting contracts are our principal source of income, our income consists primarily of net capital gains. Dividends from our taxable REIT subsidiary are our only substantial source of ordinary income. Under the limits imposed by the REIT income tests, such dividends, together with other non-qualifying types of income, must not constitute more than 25% of our gross income. We may elect to retain rather than distribute all or a portion of our net capital gains. To the extent that we elect to retain our net capital gains:

• we would be required to pay the tax on such gains at regular corporate tax rates;

• our stockholders, although required to include their proportionate share of the undistributed capital gain in income, would receive a credit or refund for their share of the tax paid by us; and

• the basis of a stockholder’s stock would be increased by the amount of the undistributed capital gains minus the amount of the tax on capital gains paid by us which was included in income by the stockholder.

To the extent that we have ordinary taxable income, we are required to make distributions to our stockholders in an amount at least equal to:

(1) the sum of

(a) 90% of our “REIT taxable income,” computed without regard to the dividends paid deduction and our net capital gain, and

(b) 90% of the net income after tax, if any, from foreclosure property, minus

(2) the sum of specified items of non-cash income.

These distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for such year and if paid on or before the first regular dividend payment date after such declaration. In order for distributions to be counted for this purpose, and to give rise to a tax deduction for us, such dividends must not be “preferential dividends.” A dividend is not a preferential dividend if it is pro rata among all outstanding shares of stock within a particular class.

To the extent that we do not distribute or we are not treated as having distributed all of our capital gain income or we distribute or we are treated as having distributed at least 90%, but less than 100%, of our “REIT taxable income,” as adjusted, we will be subject to tax on the undistributed income at regular corporate tax rates. If we should fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain income for such year other than capital gain income that we elect to retain and pay tax on as provided for above and (3) any undistributed taxable income from prior periods other than capital gains from such years which we elected to retain and pay tax on, we would be subject to a 4% excise tax on the excess of the required distribution over the sum of (a) the amounts actually distributed and (b) the amounts of income retained on which we have paid corporate income tax.

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As a REIT, our distributions must be paid in the taxable year to which they relate, or in the following taxable year if they are declared in October, November or December of the taxable year, are payable to stockholders of record on a specified date, and are actually paid before the end of January of the following year. Such distributions are treated as both paid by us and received by each stockholder on December 31 of the year in which they are declared. In addition, a distribution for a taxable year may be declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such declaration, provided such payment is made during the 12-month period following the close of such taxable year.

To the extent that a REIT has available net operating losses carried forward from prior tax years, such losses may reduce the amount of distributions that must be made in order to comply with the REIT distribution requirements. Such losses, however, will generally not affect the character, in the hands of stockholders, of any distributions that are actually made, which are generally taxable to stockholders to the extent that the REIT has current or accumulated earnings and profits.

We may be able to rectify a failure to meet the distribution requirements for a year by paying “deficiency dividends” to stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In this case, we may be able to avoid losing REIT status or being taxed on amounts distributed as deficiency dividends. However, we will be required to pay interest and a penalty based on the amount of any deduction taken for deficiency dividends.

Failure to Qualify

If we fail to satisfy one or more requirements for REIT qualification during any taxable year, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. In addition, there are relief provisions for a failure of the gross income tests and asset tests, as described above in “—Income Tests” and “—Asset Tests.”

If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we would be subject to tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates. Distributions to stockholders in any year in which we are not a REIT would not be deductible by us, nor would they be required to be made. In this situation, to the extent of current and accumulated E&P, all distributions to stockholders that are individuals would generally be taxable at a rate of 15% through 2010 and, subject to limitations of the Code, corporate distributees may be eligible for the dividends received deduction. Unless we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year during which qualification was lost. It is not possible to state whether, in all circumstances, we would be entitled to this statutory relief.

Prohibited Transactions

Net income derived from a prohibited transaction is subject to a 100% excise tax. The term “prohibited transaction” generally includes a sale or other disposition of property, other than foreclosure property, that is held primarily for sale to customers in the ordinary course of a trade or business. We intend to continue to conduct our operations so that no asset owned by us or any pass-through subsidiaries will be held for sale to customers, and that a sale of any such asset will not be in the ordinary course of our business. Whether property is held “primarily for sale to customers in the ordinary course of a trade or business” depends, however, on the particular facts and circumstances. No assurance can be given that any property we sell will not be treated as property held for sale to customers, or that we can comply with certain safe harbor provisions of the Code that would prevent the imposition of the 100% excise tax. The 100% tax does not apply to gains from the sale of property that is held through a taxable REIT subsidiary or other taxable corporation, although such income will be subject to tax in the hands of that corporation at regular corporate tax rates.

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Sales of timberlands that satisfy certain requirements specified in the Code would not constitute a prohibited transaction. The principal requirements that have to be satisfied are that (i) the property sold was held by us for not less than two years in connection with our timber business, (ii) the timberlands sold during a tax year cannot have either an aggregate tax basis that exceeds 10 percent of the aggregate tax bases of all of our assets, or an aggregate fair market value that exceeds 10 percent of the aggregate fair market value of all of our assets, as of the beginning of the relevant tax year and (iii) our development expenses with respect to such timberlands for the two years prior to the sale and our marketing expenses with respect to such sales can not exceed certain specified limits. We intend to conduct our activities so that our sales of timberlands (other than those undertaken by our taxable REIT subsidiary) qualify for this safe harbor.

Hedging Transactions

We and any subsidiaries may from time to time enter into hedging transactions with respect to interest rate exposure on one or more of our assets or liabilities. Any such hedging transactions could take a variety of forms, including the use of derivative instruments such as interest rate swap contracts, interest rate cap or floor contracts, futures or forward contracts, and options.

Except to the extent provided by Treasury regulations, any income from a hedging transaction we enter into in the normal course of our business primarily to manage risk of interest rate or price changes or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets, which is clearly identified as specified in Treasury regulations before the close of the day on which it was acquired, originated, or entered into, including gain from the sale or disposition of such a transaction, will not constitute gross income for purposes of the 75% or 95% gross income test. To the extent that we enter into other types of hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of the 75% and 95% gross income tests.

We intend to continue to structure any hedging transactions in a manner that does not jeopardize our ability to qualify as a REIT. We may conduct some or all of our hedging activities, including hedging activities relating to currency risk, through a TRS or other corporate entity, the income from which may be subject to federal income tax, rather than participating in the arrangements directly or through pass-through subsidiaries. No assurance can be given, however, that our hedging activities will not give rise to income that does not qualify for purposes of either or both of the REIT income tests, and will not adversely affect our ability to satisfy the REIT qualification requirements.

Other Tax Considerations

Legislative or Other Actions Affecting REITs

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the United States Department of the Treasury. No assurance can be given as to whether, or in what form, any proposals affecting REITs or their stockholders will be enacted. Changes to the federal tax laws and interpretations thereof could adversely affect an investment in our securities.

State, Local and Foreign Taxes

We and any subsidiaries and stockholders may be subject to state, local or foreign taxation in various jurisdictions, including those in which we or they transact business, own property or reside. We own properties located in a number of jurisdictions, and may be required to file tax returns in some or all of those jurisdictions. The state, local or foreign tax treatment of us and our stockholders may not conform to the federal income tax treatment discussed above. We may pay foreign property taxes, and dispositions of foreign property or operations involving, or investments in, foreign property may give rise to foreign income or other tax liability in amounts that could be substantial. Any foreign taxes incurred by us do not pass through to stockholders as a credit against their federal income tax liability. Prospective investors should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment in our stock or other securities.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-4 that Potlatch filed with the SEC pursuant to the Securities Act. The registration statement covers the exchange notes being offered and Potlatch’s wholly owned domestic subsidiaries’ guarantees of the exchange notes and encompasses all amendments, exhibits, annexes and schedules to the registration statement. This prospectus does not contain all the information in the exchange offer registration statement. For further information about Potlatch and the exchange offer, reference is made to the registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the registration statement, you should read the documents contained in the exhibits.

We file periodic reports, proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Mail Stop 2736, Washington, D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings also are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

Potlatch Corporation is a Delaware corporation. Our principal executive offices are located at 601 West First Avenue, Suite 1600, Spokane, Washington, 99201 and our telephone number at that address is (509) 835-1500. You may find additional information about us and our subsidiaries on our website at http://www.potlatchcorp.com. The information contained on or that can be accessed through our website is not incorporated by reference in, and is not part of, this prospectus, and you should not rely on any such information in connection with your investment decision to exchange outstanding notes for exchange notes.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. The documents we incorporate by reference are:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on February 18, 2010; and

• our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders to be held in 2010, filed with the SEC on April 2, 2010.

We are also incorporating by reference the documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, other than reports or portions thereof furnished under Item 2.02 or 7.01 on Form 8-K and not specifically incorporated by reference, between the date of this prospectus and expiration date. Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is incorporated in this prospectus modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

LEGAL MATTERS

The validity of the exchange notes and the related guarantees offered hereby will be passed upon for Potlatch by Pillsbury Winthrop Shaw Pittman LLP, New York, New York. Certain tax matters will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois.

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EXPERTS

The consolidated financial statements and schedule of Potlatch Corporation as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2009 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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POTLATCH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/2% Senior Notes due 2019

PROSPECTUS

                    , 2010

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person, including an officer and director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such cooperation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter herein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which such officer or director actually and reasonably incurred in connection therewith.

Article Seventh of Potlatch’s Second Restated Certificate of Incorporation and Article 10 of Potlatch Forest Holdings, Inc.’s Certificate of Incorporation provide for indemnification to the fullest extent permitted by the Delaware General Corporation Law.

Section 18-108 of the Delaware Limited Liability Company Act, or the DLLC Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to the standards and restrictions, if any, set forth in its limited liability company agreement.

Section 10 of the limited liability company agreements for each of PFHI Idaho Investment LLC, PFPC McCall Investment LLC, Potlatch Lake States Timberlands LLC, Potlatch Land & Lumber, LLC, Potlatch Minnesota Timberlands, LLC, Potlatch Timberlands, LLC, and Potlatch Wisconsin Timberlands, LLC provide that each entity may indemnify any member, manager, director, officer or other person to the fullest extent permitted by the DLLC Act.

Potlatch also maintains insurance policies, for itself and its subsidiaries, which insure its, and its subsidiaries’ officers and directors against certain liabilities. Potlatch has also entered into agreements with its directors and certain of its officers that will require Potlatch, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent not prohibited by law.

Item 21. Exhibits and Financial Statement Schedules

The attached exhibit index is incorporated by reference herein.

Item 22. Undertakings

(a) The undersigned registrants (“Registrants”) hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s

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annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (c)(1)(i) and (c)(1)(ii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrants pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the exchange offer.

(d) For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the Registrants undertake that in a primary offering of securities of the Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(2) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(3) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(4) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(e) The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

(f) The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning this transaction that was not the subject of and included in the Registration Statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on April 6, 2010.

POTLATCH CORPORATION
By	/s/    MICHAEL J. COVEY
	Michael J. Covey
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the individuals whose signatures appear below constitute and appoint Michael J. Covey, Eric Cremers and Terry L. Carter and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/S/    MICHAEL J. COVEY         Michael J. Covey	Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)	April 6, 2010
/s/    ERIC J. CREMERS         Eric J. Cremers	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	April 6, 2010
/s/    TERRY L. CARTER         Terry L. Carter	Controller and Treasurer (Principal Accounting Officer)	April 6, 2010
/s/    BOH A. DICKEY         Boh A. Dickey	Director	April 6, 2010
/s/    WILLIAM L. DRISCOLL         William L. Driscoll	Director	April 6, 2010
/s/    RUTH ANN M. GILLIS         Ruth Ann M. Gillis	Director	April 6, 2010

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SIGNATURE	TITLE	DATE
/s/    JEROME C. KNOLL         Jerome C. Knoll	Director	April 6, 2010
/s/    JOHN S. MOODY         John S. Moody	Director	April 6, 2010
/s/    LAWRENCE S. PEIROS         Lawrence S. Peiros	Director	April 6, 2010
/s/    GREGORY L. QUESNEL         Gregory L. Quesnel	Director	April 6, 2010
/s/    JUDITH M. RUNSTAD         Judith M. Runstad	Director	April 6, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant guarantors have duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on April 6, 2010.

POTLATCH FOREST HOLDINGS, INC.

PFHI IDAHO INVESTMENT LLC

PFPC MCCALL INVESTMENT LLC

POTLATCH LAKE STATES TIMBERLANDS, LLC

POTLATCH LAND & LUMBER, LLC

POTLATCH MINNESOTA TIMBERLANDS, LLC

POTLATCH TIMBERLANDS, LLC

POTLATCH WISCONSIN TIMBERLANDS, LLC

By	/s/    MICHAEL J. COVEY
	Michael J. Covey
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the individuals whose signatures appear below constitute and appoint Michael J. Covey, Eric Cremers and Terry L. Carter, and each of them, his or her true and lawful attorney-in-fact and agents with full and several power of substitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-4 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/    MICHAEL J. COVEY         Michael J. Covey	Director, Chairman, President and Chief Executive Officer (Principal Executive Officer)	April 6, 2010
/s/    ERIC J. CREMERS         Eric J. Cremers	Director and Chief Financial Officer (Principal Financial Officer)	April 6, 2010
/s/    TERRY L. CARTER         Terry L. Carter	Controller, Treasurer and Assistant Secretary (Principal Accounting Officer)	April 6, 2010

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EXHIBITS INDEX

Exhibit	Description of Exhibit
3.1	Second Restated Certificate of Incorporation of the Registrant, effective February 3, 2006, filed as Exhibit 99.2 to the Current Report on Form 8-K filed by the Registrant on February 6, 2006
3.2	Bylaws of the Registrant, as amended through February 18, 2009, filed as Exhibit (3)(b) to the Current Report on Form 8-K filed by the Registrant on February 20, 2009
3.3*	Certificate of Formation of PFHI Idaho Investment LLC
3.4*	Amended and Restated Limited Liability Company Agreement of PFHI Idaho Investment LLC
3.5*	Certificate of Formation of PFPC McCall Investment LLC
3.6*	Amended and Restated Limited Liability Company Agreement of PFPC McCall Investment LLC
3.7*	Restated Certificate of Incorporation of Potlatch Forest Holdings, Inc.
3.8*	Bylaws of Potlatch Forest Holdings, Inc.
3.9*	Certificate of Formation of Potlatch Lake States Timberlands, LLC
3.10*	Limited Liability Company Agreement of Potlatch Lake States Timberlands, LLC
3.11*	Certificate of Formation of Potlatch Land & Lumber, LLC
3.12*	Certificate of Amendment to Certificate of Formation of Potlatch Land & Lumber, LLC
3.13*	Limited Liability Company Agreement of Potlatch Land & Lumber, LLC
3.14*	Certificate of Formation of Potlatch Minnesota Timberlands, LLC
3.15*	Certificate of Amendment to Certificate of Formation of Potlatch Minnesota Timberlands, LLC
3.16*	Limited Liability Company Agreement of Potlatch Minnesota Timberlands, LLC
3.17*	Certificate of Formation of Potlatch Timberlands, LLC
3.18*	Limited Liability Company Agreement of Potlatch Timberlands, LLC
3.19*	Certificate of Formation of Potlatch Wisconsin Timberlands, LLC
3.20*	Limited Liability Company Agreement of Potlatch Wisconsin Timberlands, LLC
4.1	Indenture, dated as of November 3, 2009, between the Registrant and U.S. Bank National Association, as trustee, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on November 9, 2009.
4.2	Form of 7 1/2% Senior Notes due 2019 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
4.3	Registration Rights Agreement, dated as of November 3, 2009, between the Registrant and the parties named therein, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Registrant on November 9, 2009.
	(In accordance with Item 601(b)(4)(iii) of Regulation S-K, certain instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries pursuant to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis are not filed herewith. The Registrant hereby agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.)
5.1*	Opinion of Pillsbury Winthrop Shaw Pittman LLP
8.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit	Description of Exhibit
12.1*	Computation of Ratio of Earnings to Fixed Charges
21.1*	Potlatch Corporation Subsidiaries
23.1*	Consent of KPMG LLP, independent registered public accounting firm
23.2*	Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1)
23.3*	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1)
24.1*	Powers of Attorney (included on signature pages hereof)
25.1*	Statement of Eligibility of Trustee
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees
99.4*	Form of Letter to Clients

* Filed herewith.

EX-3.3

Exhibit 3.3

CERTIFICATE OF FORMATION

OF

PFHI IDAHO INVESTMENT LLC

1. Name. The name of the limited liability company formed hereby is PFHI Idaho Investment LLC (the “LLC”).

2. Registered Office and Registered Agent. The address of the registered office of the LLC required to be maintained in the state of Delaware by Section 18-104 of the Delaware Limited Liability Company Act, is: 160 Greentree Drive, Suite 101, County of Kent, Dover, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc.

3. Effective Date. This Certificate of Formation shall be effective upon its filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 6^th day of September, 2007.

By:	Potlatch Forest Holdings, Inc., sole member
By:	/s/ Michael S. Gadd
	Michael S. Gadd, Corporate Secretary

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PFHI IDAHO INVESTMENT LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 5, 2010 with reference to the following facts:

WHEREAS, on September 6, 2007, a certificate of formation (“Certificate”) for PFHI Idaho Investment LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, on September 7, 2007, the Company entered into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company;

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

“Certificate” has the meaning provided for in the first recital to this Agreement.

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“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

(ii) approve a sale of all or substantially all of the assets of the Company;

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(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings . All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

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(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

(d) To designate an executive and/or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Directors. The names and addresses of the Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

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ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram or facsimile transmission, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

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(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer, who shall also be the chief financial officer of the Company. The Company may also have, at the discretion of

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the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman of the Company shall preside at all meetings of the Member and of the Board of Directors. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors. The chairman must be a member of the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

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ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof

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shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

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11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Forest Holdings, Inc.,
a Delaware corporation
By:	/s/ Michael J. Covey
Name:	Michael J. Covey
Title:	Chief Executive Officer

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EX-3.5

Exhibit 3.5

CERTIFICATE OF FORMATION

OF

PFPC McCALL INVESTMENT LLC

1. Name. The name of the limited liability company formed hereby is PFPC McCall Investment LLC (the “LLC”).

2. Registered Office and Registered Agent. The address of the registered office of the LLC required to be maintained in the state of Delaware by Section 18-104 of the Delaware Limited Liability Company Act, is: 160 Greentree Drive, Suite 101, County of Kent, Dover, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc.

3. Effective Date. This Certificate of Formation shall be effective upon its filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 6^th day of September, 2007.

By:	Potlatch Forest Products Corporation, sole member
By:	/s/ Michael S. Gadd
	Michael S. Gadd, Corporate Secretary

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PFPC MCCALL INVESTMENT LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 5, 2010 with reference to the following facts:

WHEREAS, on September 6, 2007, a certificate of formation (“Certificate”) for PFPC McCall Investment LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, on September 7, 2007, the Company entered into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company;

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

“Certificate” has the meaning provided for in the first recital to this Agreement.

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“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

(ii) approve a sale of all or substantially all of the assets of the Company;

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(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

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(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

(d) To designate an executive and/or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Directors. The names and addresses of the Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

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4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram or facsimile transmission, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may

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withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be

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termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer, who shall also be the chief financial officer of the Company. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman of the Company shall preside at all meetings of the Member and of the Board of Directors. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors. The chairman must be a member of the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or

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refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

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9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or

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completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

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11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Land & Lumber, LLC,
a Delaware limited liability company
By:	/s/ Michael J. Covey
Name:	Michael J. Covey
Title:	Chief Executive Officer

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EX-3.7

Exhibit 3.7

RESTATED CERTIFICATE OF INCORPORATION

OF

POTLATCH OPERATING COMPANY

Potlatch Operating Company, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The date of the filing of the original Certificate of Incorporation of Potlatch Operating Company with the Secretary of State of the State of Delaware was September 13, 2005 (the “Original Certificate of Incorporation”).

2. This Restated Certificate of Incorporation, amends, restates and integrates the provisions of the Original Certificate of Incorporation and in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “GCL”), was duly adopted by the sole stockholder and the Board of Directors by written consent in accordance with Sections 228 and 141(f), respectively of the GCL.

3. Pursuant to Section 103(d) of the GCL, this Restated Certificate of Incorporation shall be effective at 8:00 p.m., Eastern Standard Time, on Friday, February 3, 2006.

4. The text of the Original Certificate of Incorporation is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE 1

The name of this Corporation is Potlatch Forest Holdings, Inc.

ARTICLE 2

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE 3

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (“GCL”).

ARTICLE 4

This Corporation is authorized to issue one class of stock to be designated “Common Stock,” with a par value of $1.00 per share. The total number of shares which the Corporation is authorized to issue is 1,000 shares.

ARTICLE 5

Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE 6

The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the board of directors or by the stockholders.

ARTICLE 7

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE 8

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the Bylaws of the Corporation.

ARTICLE 9

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except that this Article 9 shall not eliminate or limit a director’s liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL, or (iv) for any transaction from which such director derived an improper personal benefit. If the GCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended from time to time.

Any repeal or modification of this Article 9 shall not increase the personal liability of any director of this Corporation for any act or occurrence taking place prior to such repeal or modification, or otherwise adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

The provisions of this Article 9 shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Article 9.

2

ARTICLE 10

The Corporation shall indemnify to the full extent authorized or permitted by law (as now or hereafter in effect) any person made, or threatened to be made a party or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or an officer of the Corporation or by reason of the fact that such person, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment to or repeal of this Article 10 shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

ARTICLE 11

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the corporation ha caused this certificate to be signed by L. Pendleton Siegel, its Chief Executive Officer, and attested by Malcolm A. Ryerse, its Corporate Secretary, this February 3, 2006.

By:	/s/ L. Pendleton Siegel
	L. Pendleton Siegel,
	Chief Executive Officer

ATTEST:

/s/ Malcolm A. Ryerse

Malcolm A. Ryerse, Corporate Secretary

3

EX-3.8

Exhibit 3.8

BYLAWS

OF

POTLATCH FOREST HOLDINGS, INC.

(a Delaware corporation)

TABLE OF CONTENTS

		Page
ARTICLE 1 Offices		1
1.1	Principal Office	1
1.2	Additional Offices	1
ARTICLE 2 Meeting of Stockholders		1
2.1	Place of Meeting	1
2.2	Annual Meeting	1
2.3	Special Meetings	1
2.4	Notice of Meetings	2
2.5	Business Matter of a Special Meeting	2
2.6	List of Stockholders	2
2.7	Organization and Conduct of Business	3
2.8	Quorum and Adjournments	3
2.9	Voting Rights	3
2.10	Majority Vote	3
2.11	Record Date for Stockholder Notice and Voting	3
2.12	Proxies	4
2.13	Inspectors of Election	4
2.14	Action Without Meeting by Written Consent	4
ARTICLE 3 Directors		4
3.1	Number; Qualifications; Election	4
3.2	Resignation and Vacancies	5
3.3	Removal of Directors	5
3.4	Powers	5
3.5	Place of Meetings	6
3.6	Annual Meetings	6
3.7	Regular Meetings	6
3.8	Special Meetings	6
3.9	Quorum and Adjournments	6
3.10	Action Without Meeting	6
3.11	Telephone Meetings	7
3.12	Waiver of Notice	7
3.13	Fees and Compensation of Directors	7
3.14	Rights of Inspection	7
ARTICLE 4 Committees of Directors		7
4.1	Selection	7
4.2	Power	8
4.3	Committee Minutes	8

POTLATCH FOREST HOLDINGS, INC.

BYLAWS

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ARTICLE 5 Officers		8
5.1	Officers Designated	8
5.2	Appointment of Officers	8
5.3	Subordinate Officers	8
5.4	Removal and Resignation of Officers	8
5.5	Vacancies in Offices	9
5.6	Compensation	9
5.7	The Chairman of the Board	9
5.8	The Chief Executive Officer	9
5.9	The Vice President	9
5.10	The Secretary	9
5.11	The Assistant Secretary	10
5.12	The Treasurer	10
5.13	The Assistant Treasurer	10
ARTICLE 6 Indemnification of Directors, Officers, Employees and Other Agents		10
6.1	Indemnification of Directors And Officers	10
6.2	Indemnification of Others	11
6.3	Payment Of Expenses In Advance	11
6.4	Indemnity Not Exclusive	11
6.5	Insurance	11
6.6	Conflicts	12
ARTICLE 7 Stock Certificates		12
7.1	Certificates for Shares	12
7.2	Signatures on Certificates	12
7.3	Transfer of Stock	12
7.4	Registered Stockholders	12
7.5	Record Date	13
7.6	Lost, Stolen or Destroyed Certificates	13
ARTICLE 8 Notices		13
8.1	Notice	13
8.2	Waiver	13
ARTICLE 9 General Provisions		14
9.1	Dividends	14
9.2	Dividend Reserve	14
9.3	Annual Statement	14
9.4	Checks	14
9.5	Corporate Seal	14
9.6	Execution of Corporate Contracts and Instruments	14
ARTICLE 10 Amendments		14

POTLATCH FOREST HOLDINGS, INC.

BYLAWS

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BYLAWS

OF

POTLATCH FOREST HOLDINGS, INC.

(a Delaware corporation)

ARTICLE 1

Offices

1.1 Principal Office. The Board of Directors shall fix the location of the principal executive office of the corporation at any place within or outside the State of Delaware.

1.2 Additional Offices. The Board of Directors (the “Board”) may at any time establish branch or subordinate offices at any place or places.

ARTICLE 2

Meeting of Stockholders

2.1 Place of Meeting. Meetings of stockholders may be held at such place, either within or without Delaware, as determined by the Board. The Board may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Delaware law. If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication: (i) participate in a meeting of stockholders; and (ii) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

2.2 Annual Meeting. Annual meetings of stockholders shall be held at such date and time as shall be designated from time to time by the Board and stated in the notice of the meeting. At such annual meetings, the stockholders shall elect a Board and transact such other business as may properly be brought before the meetings.

2.3 Special Meetings. Special meetings of the stockholders may be called for any purpose or purposes, unless otherwise prescribed by the statute or by the Certificate of Incorporation,

POTLATCH FOREST HOLDINGS, INC.

BYLAWS

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at the request of the Board, the Chairman of the Board, the Chief Executive Officer or the holders of shares entitled to cast not less than ten percent (10%) of the votes at the meeting, or such additional persons as may be provided in the certificate of incorporation or bylaws. Such request shall state the purpose or purposes of the proposed meeting. Upon request in writing that a special meeting of stockholders be called for any proper purpose, directed to the Chairman of the Board of Directors, the Chief Executive Officer, the Vice President or the Secretary, by any person (other than the board of directors) entitled to call a special meeting of stockholders, the person forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, such time not to be less than thirty-five (35), nor more than sixty (60), days after receipt of the request. Such request shall state the purpose or purposes of the proposed meeting.

2.4 Notice of Meetings. Written notice of stockholders’ meetings, stating the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten (10), nor more than sixty (60), days prior to the meeting.

When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, if any, date and time thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.5 Business Matter of a Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.6 List of Stockholders. The officer in charge of the stock ledger of the Corporation or the transfer agent shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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2.7 Organization and Conduct of Business. The Chairman of the Board or, in his or her absence, the Chief Executive Officer of the Corporation or, in their absence, such person as the Board may have designated or, in the absence of such a person, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the Corporation, the Secretary of the meeting shall be such person as the Chairman appoints.

The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her in order.

2.8 Quorum and Adjournments. Except where otherwise provided by law or in the Certificate of Incorporation or these Bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented in proxy, shall constitute a quorum at all meetings of the stockholders. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to have less than a quorum if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

2.9 Voting Rights. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

2.10 Majority Vote. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.11 Record Date for Stockholder Notice and Voting. For purposes of determining the stockholders entitled to notice of any meeting or to vote, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any right in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days, nor less than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any other action.

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If the Board does not so fix a record date, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

2.12 Proxies. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked or by a subsequent proxy executed by the maker of the proxy, or by that person’s attendance and vote at the meeting; or (b) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven months from the date of the proxy, unless otherwise provided in the proxy.

2.13 Inspectors of Election. Before any meeting of stockholders, the Board may appoint any person other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any stockholder or a stockholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

2.14 Action Without Meeting by Written Consent. All actions required to be taken at any annual or special meeting may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings or stockholders are recorded.

ARTICLE 3

Directors

3.1 Number; Qualifications; Election. The authorized number of directors shall initially be three (3), such number to be changed from time to time by resolution of the Board. All directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided in Section 3.2 hereof, and each director so elected shall hold office until the

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next annual meeting or any special meeting, or until his successor is elected and qualified, or until his earlier resignation or removal. Directors need not be stockholders. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

3.2 Resignation and Vacancies. A vacancy or vacancies in the Board shall be deemed to exist in the case of the death, resignation or removal of any director, or if the authorized number of directors be increased. Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, unless otherwise provided in the Certificate of Incorporation. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

3.3 Removal of Directors. Unless otherwise restricted by statute, or by the Certificate of Incorporation or these Bylaws, any director or the entire Board may be removed, with or without cause, by the holders of at least a majority of the shares entitled to vote at an election of directors.

3.4 Powers. The business of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things which are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a) Select and remove all officers, agents, and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Certificate of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service;

(b) Confer upon any office the power to appoint, remove and suspend subordinate officers, employees and agents;

(c) Change the principal executive office or the principal business office in the State of California, or any other state, from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country, and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any stockholders meeting, or meetings, including annual meetings;

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(d) Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

(e) Authorize the issuance of shares of stock of the Corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities canceled, tangible or intangible property actually received;

(f) Borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation and other evidences of debt and securities;

(g) Declare dividends from time to time in accordance with law;

(h) Adopt from time to time such stock option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine; and

(i) Adopt from time to time regulations not inconsistent with these Bylaws for the management of the Corporation’s business and affairs.

3.5 Place of Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware.

3.6 Annual Meetings. The annual meeting of the Board shall be held immediately following the annual meeting of stockholders, and no notice of such meeting shall be necessary to the Board, provided a quorum shall be present. The annual meetings shall be for the purposes of organization, for an election of officers, and for the transaction of other business.

3.7 Regular Meetings. Regular meetings of the Board may be held without notice at such time and place as may be determined from time to time by the Board.

3.8 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the Chief Executive Officer, a Vice President, or a majority of the Board, upon one (1) day’s notice to each director.

3.9 Quorum and Adjournments. At all meetings of the Board, a majority of the directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board, except as may otherwise be specifically provided by law or by the Certificate of Incorporation. If a quorum is not present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting at which the adjournment is taken, until a quorum shall be present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved of by at least a majority of the required quorum for that meeting.

3.10 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the

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Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

3.11 Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any member of the Board or of any committee may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.12 Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals or any waiver by electronic transmission shall be filed with the corporate records or made a part of the minutes of the meeting.

3.13 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14 Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney, and includes the right to copy and obtain extracts.

ARTICLE 4

Committees of Directors

4.1 Selection. The Board may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

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4.2 Power. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in section 151(a) of the General Corporation Law of Delaware, fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board.

4.3 Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

ARTICLE 5

Officers

5.1 Officers Designated. The officers of the Corporation shall be chosen by the Board and shall be the Chief Executive Officer, a Secretary and a Treasurer. The Board may also choose a Chairman of the Board and one or more assistant Secretaries and assistant Treasurers. The Board or any duly authorized committee may also choose one or more Vice Presidents. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these Bylaws otherwise provide.

5.2 Appointment of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or 5.5 hereof, shall be appointed by the Board, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

5.3 Subordinate Officers. The Board or any duly authorized committee may appoint, and may empower the Chief Executive Officer to appoint, such other officers and agents as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board or duly authorized committee may from time to time determine.

5.4 Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by

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an affirmative vote of the majority of the Board or authorized committee, at any regular or special meeting of the Board or such committee, or, except in case of an officer chosen by the Board or authorized committee, by any officer upon whom such power of removal may be conferred by the Board or authorized committee.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5 Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointment to that office.

5.6 Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board, and no officer shall be prevented from receiving a salary because he is also a director of the Corporation.

5.7 The Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall, if present, perform such other powers and duties as may be assigned to him from time to time by the Board. If there is no Chief Executive Officer, the Chairman of the Board shall also be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.8 hereof.

5.8 The Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the Chief Executive Officer shall preside at all meetings of the stockholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation.

5.9 The Vice President. The Vice President (or in the event there be more than one, the Vice Presidents in the order designated by the directors, or in the absence of any designation, in the order of their election), shall, in the absence of the Chief Executive Officer or in the event of his disability or refusal to act, perform the duties of the Chief Executive Officer, and when so acting, shall have the powers of and be subject to all the restrictions upon the Chief Executive Officer. The Vice President(s) shall perform such other duties and have such other powers as may from time to time be prescribed for them by the Board, the Chief Executive Officer, the Chairman of the Board or these Bylaws.

5.10 The Secretary. The Secretary shall attend all meetings of the Board and the stockholders and record all votes and the proceedings of the meetings in a book to be kept for

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that purpose, and shall perform like duties for the standing committees, when required. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board, and shall perform such other duties as may from time to time be prescribed by the Board, the Chairman of the Board or the Chief Executive Officer, under whose supervision he or she shall act. The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or by the signature of such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

5.11 The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board (or in the absence of any designation, in the order of their election) shall, in the absence of the Secretary, or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board.

5.12 The Treasurer. The Treasurer shall have the custody of the Corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board, at its regular meetings, or when the Board so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer may also be known as the Chief Financial Officer.

5.13 The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board (or in the absence of any designation, in the order of their election) shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board.

ARTICLE 6

Indemnification of Directors, Officers, Employees and Other Agents

6.1 Indemnification of Directors And Officers. The Corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees),

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judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.1, a “director” or “officer” of the Corporation includes any person (a) who is or was a director or officer of the Corporation, (b) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

6.2 Indemnification of Others. The Corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 6.2, an “employee” or “agent” of the Corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the Corporation, (b) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

6.3 Payment Of Expenses In Advance. Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 hereof, or for which indemnification is permitted pursuant to Section 6.2 hereof, following authorization thereof by the Board of Directors, shall be paid by the Corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount, if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article 6.

6.4 Indemnity Not Exclusive. The indemnification provided by this Article 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Certificate of Incorporation.

6.5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of Delaware.

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6.6 Conflicts. No indemnification or advance shall be made under this Article 6, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the Certificate of Incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE 7

Stock Certificates

7.1 Certificates for Shares. The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates shall be signed by, or be in the name of the Corporation by, the Chairman of the Board, or the Chief Executive Officer or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation.

Within a reasonable time after the issuance or transfer of uncertified stock, the Corporation shall send to the registered owner thereof a written notice containing the information required by the General Corporation Law of the State of Delaware or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof, and the qualifications, limitations or restrictions of such preferences and/or rights.

7.2 Signatures on Certificates. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

7.3 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate of shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, to cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled, and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto, and the transaction shall be recorded upon the books of the Corporation.

7.4 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends,

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and to vote as such owner, and to hold liable for calls and assessments a percent registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

7.5 Record Date. In order that the Corporation may determine the stockholders of record who are entitled to receive notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any lawful action, the Board may fix, in advance, a record date which shall not be more than sixty (60), nor less than ten (10), days prior to the date of such meeting, nor more than sixty (60) days prior to the date of any other action. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

7.6 Lost, Stolen or Destroyed Certificates. The Board may direct that a new certificate or certificates be issued to replace any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing the issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require, and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 8

Notices

8.1 Notice. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his or her address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or telephone.

8.2 Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

POTLATCH FOREST HOLDINGS, INC.

BYLAWS

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ARTICLE 9

General Provisions

9.1 Dividends. Dividends upon the capital stock of the Corporation, subject to any restrictions contained in the General Corporation Laws of Delaware or the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

9.2 Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

9.3 Annual Statement. The Board shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

9.4 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

9.5 Corporate Seal. The Board may (but is not required to) provide a suitable seal, containing the name of the Corporation, which seal shall be in charge of the Secretary. If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

9.6 Execution of Corporate Contracts and Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable for any purpose or for any amount.

ARTICLE 10

Amendments

In addition to the right of the stockholders of the Corporation to make, alter, amend, change, add to or repeal the Bylaws of the Corporation, the Board of Directors shall have the power (without the assent or vote of the stockholders) to make, alter, amend, change, add to or repeal the Bylaws of the Corporation.

POTLATCH FOREST HOLDINGS, INC.

BYLAWS

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CERTIFICATE OF ASSISTANT SECRETARY

I, the undersigned, hereby certify:

1. That I am the duly elected, acting and qualified Assistant Secretary of Potlatch Forest Holdings, Inc., a Delaware corporation; and

2. That the foregoing Bylaws, comprising 14 pages (excluding this Certificate), constitute the Bylaws of such corporation as currently in effective.

IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 21st day of June, 2006.

/s/ Michael S. Gadd

Michael S. Gadd

Assistant Secretary

POTLATCH FOREST HOLDINGS, INC.

CERTIFICATE OF ASSISTANT SECRETARY RE: BYLAWS

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EX-3.9

Exhibit 3.9

CERTIFICATE OF FORMATION

OF

POTLATCH LAKE STATES TIMBERLANDS, LLC

1. Name. The name of the limited liability company formed hereby is Potlatch Lake States Timberlands, LLC (the “LLC”).

2. Registered Office and Registered Agent. The address of the registered office of the LLC required to be maintained in the state of Delaware by Section 18-104 of the Delaware Limited Liability Company Act, is: 1209 Orange Street, Wilmington, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. Effective Date. This Certificate of Formation shall be effective upon its filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 27^th day of March, 2009.

By:	Potlatch Timberlands, LLC, sole member
By:	/s/ Pamela Mull
	Pamela Mull, Vice President, General Counsel and Corporate Secretary

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY AGREEMENT

OF

POTLATCH LAKE STATES TIMBERLANDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 6, 2009 with reference to the following facts:

WHEREAS, on March 27, 2009, a certificate of formation (“Certificate”) for Potlatch Lake States Timberlands, LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, it is in the best interest of the Company to enter into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company.

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

“Certificate” has the meaning provided for in the first recital to this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

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“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole initial member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

(ii) approve a sale of all or substantially all of the assets of the Company;

(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

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(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

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(d) To designate an executive or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Initial Directors. The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

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ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram, facsimile transmission or other electronic means, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the

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vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by

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the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as

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follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of

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the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

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11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Timberlands, LLC
a Delaware Limited Liability Company
By:	/s/ Pamela Mull
Name:	Pamela Mull
Title:	Vice President, General Counsel and Corporate Secretary

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EX-3.11

Exhibit 3.11

CERTIFICATE OF FORMATION

OF

POTLATCH RETAINCO LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is:

Potlatch RetainCo LLC

SECOND: The address of the registered office and the name and address of the registered agent of the limited liability company in the State of Delaware required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are:

The Corporation Trust Company

1209 Orange Street

Wilmington, DE

Executed on July 23, 2008.

/s/ Michael S. Gadd

Michael S. Gadd

Authorized Person

EX-3.12

Exhibit 3.12

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF FORMATION

OF

POTLATCH RETAINCO LLC

It is hereby certified that:

1. The name of the limited liability company is:

Potlatch RetainCo LLC

2. The Certificate of Formation of the limited liability company is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is:

Potlatch Land & Lumber, LLC

Executed on October 1, 2008

By	/s/ Pamela A. Mull
	Pamela A. Mull
	Authorized Person

EX-3.13

Exhibit 3.13

LIMITED LIABILITY COMPANY AGREEMENT

OF

POTLATCH LAND & LUMBER, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of October 29, 2008 with reference to the following facts:

WHEREAS, on July 23, 2008, a certificate of formation (“Certificate”) for Potlatch RetainCo LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, on October 1, 2008, a certificate of amendment to the Certificate was filed with the Secretary of State of the State of Delaware, changing the name of the Company to Potlatch Land & Lumber, LLC;

WHEREAS, it is in the best interest of the Company to enter into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company.

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

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“Certificate” has the meaning provided for in the first recital to this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole initial member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

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(ii) approve a sale of all or substantially all of the assets of the Company;

(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings Meetings. of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

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(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

(d) To designate an executive and/or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than two nor more than 10. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Initial Directors. The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

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4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram or facsimile transmission, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the

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vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by

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the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer, who shall also be the chief financial officer of the Company. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman of the Company shall preside at all meetings of the Member and of the Board of Directors. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors. The chairman must be a member of the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

ARTICLE 8

TAX MATTERS AND DISTRIBUTIONS

8.1 Tax Matters. The Company intends to be treated as a corporation for United States federal and state income tax purposes, and shall file such forms (including, if necessary, Form 8832) as may be necessary or desirable to accomplish such purpose. The Member and the Company intend that the Company shall be a taxable REIT subsidiary of Potlatch Corporation within the meaning of section 856(l) of the Code.

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8.2 Distributions.

8.2.1 Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts,

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obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer,

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employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be

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considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Forest Products Corporation,
a Delaware corporation
By:	/s/ Michael J. Covey
Name:	Michael J. Covey
Title:	Chairman, President, and
	Chief Executive Officer

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EX-3.14

Exhibit 3.14

CERTIFICATE OF FORMATION

OF

Potlatch QRS Minnesota, LLC

1. The name of the limited liability company is Potlatch QRS Minnesota, LLC.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. (Insert any other matters the members determine to include herein.

For example, if the LLC is to have a specific effective date of dissolution, set forth as an additional item: “The latest date on which the limited liability company is to dissolve is         N\A            .”

If a later effective date is desirable, set forth as an additional item: “This Certificate of Formation shall be effective on         N\A            .”)

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Potlatch QRS Minnesota, LLC this 2^nd day of February, 2009.

/s/ Pamela Mull

Pamela Mull, VP/General Counsel/ Corp. Sec.

Potlatch Forest Holdings, Inc.

EX-3.15

Exhibit 3.15

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Potlatch QRS Minnesota, LLC

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Name change to

Potlatch Minnesota Timberlands, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30^th day of March, A.D. 2009.

By:	/s/ Pamela Mull
	Authorized Person(s)
Name:	Pamela Mull-Vice President

EX-3.16

Exhibit 3.16

LIMITED LIABILITY COMPANY AGREEMENT

OF

POTLATCH MINNESOTA TIMBERLANDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 6, 2009 with reference to the following facts:

WHEREAS, on February 4, 2009, a certificate of formation (“Certificate”) for Potlatch QRS Minnesota, LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, on March 30, 2009, a certificate of amendment to the Certificate was filed with the Secretary of State of the State of Delaware, changing the name of the Company to Potlatch Minnesota Timberlands, LLC;

WHEREAS, it is in the best interest of the Company to enter into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company.

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

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“Certificate” has the meaning provided for in the first recital to this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole initial member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

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(ii) approve a sale of all or substantially all of the assets of the Company;

(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

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(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

(d) To designate an executive or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Initial Directors. The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

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4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram, facsimile transmission or other electronic means, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any

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meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer

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need not be a Member or Director of the Company, and any number of offices may be held by the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

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9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

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10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

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11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Timberlands, LLC
a Delaware Limited Liability Company
By:	/s/ Pamela Mull
Name:	Pamela Mull
Title:	Vice President, General Counsel and Corporate Secretary

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EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

OF

POTLATCH TIMBERLANDS, LLC

1. Name. The name of the limited liability company formed hereby is Potlatch Timberlands, LLC (the “LLC”).

2. Registered Office and Registered Agent. The address of the registered office of the LLC required to be maintained in the state of Delaware by Section 18-104 of the Delaware Limited Liability Company Act, is: 1209 Orange Street, Wilmington, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. Effective Date. This Certificate of Formation shall be effective upon its filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 25^th day of March, 2009.

By:	Potlatch Forest Holdings, Inc., sole member
By:	/s/ Pamela Mull
	Pamela Mull, Vice President, General Counsel
	and Corporate Secretary

EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

POTLATCH TIMBERLANDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 6, 2009 with reference to the following facts:

WHEREAS, on March 26, 2009, a certificate of formation (“Certificate”) for Potlatch Timberlands, LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, it is in the best interest of the Company to enter into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company.

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

“Certificate” has the meaning provided for in the first recital to this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

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“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole initial member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

(ii) approve a sale of all or substantially all of the assets of the Company;

(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

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(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

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(d) To designate an executive or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Initial Directors. The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

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ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram, facsimile transmission or other electronic means, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the

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vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by

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the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as

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follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of

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the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

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11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Forest Holdings, Inc.
a Delaware Corporation
By:	/s/ Pamela Mull
Name:	Pamela Mull
Title:	Vice President, General Counsel and Corporate Secretary

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EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

POTLATCH WISCONSIN TIMBERLANDS, LLC

1. Name. The name of the limited liability company formed hereby is Potlatch Wisconsin Timberlands, LLC (the “LLC”).

2. Registered Office and Registered Agent. The address of the registered office of the LLC required to be maintained in the state of Delaware by Section 18-104 of the Delaware Limited Liability Company Act, is: 1209 Orange Street, Wilmington, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. Effective Date. This Certificate of Formation shall be effective upon its filing with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the 27^th day of March, 2009.

By:	Potlatch Timberlands, LLC, sole member
By:	/s/ Pamela Mull
	Pamela Mull, Vice President, General Counsel
	and Corporate Secretary

EX-3.20

Exhibit 3.20

LIMITED LIABILITY COMPANY AGREEMENT

OF

POTLATCH WISCONSIN TIMBERLANDS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT is adopted and approved effective as of April 6, 2009 with reference to the following facts:

WHEREAS, on March 27, 2009, a certificate of formation (“Certificate”) for Potlatch Wisconsin Timberlands, LLC, a Delaware limited liability company (“Company”), was filed with the Secretary of State of the State of Delaware;

WHEREAS, it is in the best interest of the Company to enter into a limited liability company agreement to more particularly provide for the rights, powers, duties and obligations of the Member (as defined below), and the management, operations and activities of the Company.

NOW, THEREFORE, the sole Member of the Company does hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act (as defined below) on the terms and conditions set forth below:

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement without other definition shall, unless expressly stated otherwise, have the meanings specified in this Article 1.

“Act” means Title 6 Chapter 18 of the Delaware Code (the Delaware Limited Liability Company Act), as from time to time in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such State. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

“Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

“Board of Directors” has the meaning provided for in Section 4.1 hereof.

“Capital Contributions” means the contribution made by the Member to the Company pursuant to Article 5 hereof.

“Certificate” has the meaning provided for in the first recital to this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, or any corresponding provision or provisions of any succeeding law.

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“Company” has the meaning provided for in the first recital to this Agreement.

“Directors” has the meaning provided for in Section 4.2(a).

“Distribution Date” has the meaning specified in Section 10.4.

“Member” has the meaning provided for in Section 3.1 hereof.

“Percentage Interest” means the ownership interest of the Member in the Company, which shall be considered to have a Percentage Interest of 100%.

“Person” means any general partnership, limited partnership, joint venture, association, corporation, limited liability company, trust or other entity and, where the contexts so permits or requires, a natural person.

ARTICLE 2

OFFICES AND STATUTORY AGENT

2.1 Registered Office and Statutory Agent. The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act.

2.2 Principal Executive Office. The principal executive office for the transaction of the business of the Company shall be at such place, within or without the United States of America, as the Board of Directors shall from time to time determine. The Company may have such other offices, wherever located, as the Board of Directors may from time to time determine.

2.3 Business. The Company may carry on any lawful business, purpose or activity which is permitted to be carried on by a limited liability company under the Act.

ARTICLE 3

MEMBER; MEETINGS

3.1 Member. The name, address and Capital Contribution of the sole initial member (the “Member”) is set forth on Schedule 1 hereto.

3.2 Voting Rights.

(a) The affirmative vote of the sole Member shall be required to:

(i) approve a voluntary dissolution of the Company pursuant to Section 10.2;

(ii) approve a merger or consolidation of the Company;

(ii) approve a sale of all or substantially all of the assets of the Company;

(iii) remove or appoint a Director or any replacement Director;

(iv) change the authorized number of Directors;

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(v) approve any contract or other transaction with a Director or officer, including compensation of Directors and officers;

(vi) approve indemnification of any Director, the Member or officer of the Company as authorized by Article 11 of this Agreement;

(viii) admit any additional Members to the Company.

(b) The Member shall have the sole right to elect Directors in accordance with Sections 4.3 and 4.4 of this Agreement.

3.3 Place of Meetings. All meetings pursuant to this Article 3 shall be held at any place within or without the State of Delaware as may be designated by the Board of Directors or the Member in the written notice provided for pursuant to Section 3.4 hereof.

3.4 Meetings. Meetings of the Member for the purpose of taking any action permitted to be taken by the Member may be called by any Director or by the Member. The actions of any meeting of the Member, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if the Member be present either in person or by proxy.

3.5 Action Without a Meeting. Any action which, under any provision of the Act or the Certificate or this Agreement, may be taken at a meeting of the Member, may be taken without a meeting, and without notice, if a consent in writing, setting forth the action so taken, is signed by the Member.

ARTICLE 4

MANAGEMENT

4.1 Board of Directors. Subject to the provisions of the Act and any limitations in the Certificate and this Agreement as to action required to be authorized or approved by the Member, the business and affairs of the Company shall be managed and all its powers shall be exercised by the Member, who has in turn delegated its authority to manage the business and affairs of the Company and to exercise all of the Company’s powers to the board of directors of the Company (the “Board of Directors”). Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:

(a) To conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Certificate or with this Agreement, as the Board of Directors shall deem to be in the best interests of the Company;

(b) To appoint and remove at pleasure the officers, agents and employees of the Company, prescribe their duties and fix their compensation;

(c) To borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor;

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(d) To designate an executive or other committees, each consisting of two or more Directors, to serve at the pleasure of the Board of Directors, and to prescribe the manner in which proceedings of such committees shall be conducted; and

(e) To acquire real and personal property, arrange financing, enter into contracts and complete all other arrangements needed to effectuate the business of the Company.

4.2 Number and Qualifications of Directors.

(a) The number of members of the Board of Directors (“Directors”) which shall constitute the Board of Directors shall be not less than one nor more than 7. The number of directors may be varied from time to time by the affirmative vote of the Member.

(b) A Director must be a natural person who is at least 18 years of age.

4.3 Election and Removal of Directors. The Member shall elect and appoint all the Directors and any Director may be removed, with or without cause or prior notice, by the Member.

4.4 Vacancies; Resignations.

(a) A vacancy shall be deemed to exist in case of the death, resignation or removal, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction in any state or country (including any territory, dependency or possession of the United States of America), or conviction by any court in any state or country (including any territory, dependency or possession of the United States of America) of any felony, or if the authorized number of Directors be increased.

(b) Any Director may resign at any time by giving notice to the Member stating the effective date of such resignation.

(c) In the case of any vacancy or resignation, the replacement or successor Director shall be appointed solely by the Member.

4.5 Initial Directors. The names and addresses of the initial Directors, to hold office from and after the date of this Agreement until their removal pursuant to this Agreement or until their respective successors are elected and qualified pursuant to this Agreement, are as set forth in Schedule 2.

4.6 Compensation of Directors. Directors of the Company shall be entitled to such compensation as shall be approved by the Member.

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ARTICLE 5

MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at any place within or without the State of Delaware that has been designated from time to time by the Board of Directors. In the absence of such designation, meetings of the Board of Directors shall be held at the principal executive office of the Company, except as provided in Section 5.2.

5.2 Meetings of Directors. Meetings of the Board of Directors for any purpose or purposes may be called at any time by any Director. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or sent by first-class mail or by telex, telegram, facsimile transmission, or other electronic means, charges prepaid, addressed to him at his address as it appears upon the records of the Company or, if it is not so shown on the records and is not readily ascertainable, at the place at which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of the holding of the meeting. In case such notice is telegraphed or sent by telex or facsimile transmission, it shall be delivered to a common carrier for transmission to the Director or actually transmitted by the person giving the notice by electronic means to the Director at least 48 hours prior to the time of the holding of the meeting. In case such notice is delivered personally or by telephone as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting. Any notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. Such deposit in the mail, delivery to a common carrier, transmission by electronic means or delivery, personally or by telephone, as above provided, shall be due, legal and personal notice to such Directors. The notice need not specify the purpose of the meeting.

5.3 Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action.

(a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

(b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the

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vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting.

(c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another.

(d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

5.4 Waiver of Notice; Consent to Meeting. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company’s records and made a part of the minutes of the meeting.

5.5 Action by Board of Directors Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all the Directors authorized to vote shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors.

5.6 Committees and Subcommittees. The provisions of this Article 5 shall also apply, with necessary changes in points of detail, to committees and subcommittees of the Board of Directors, if any, and to actions by such committees or subcommittees (except for the first sentence of Section 5.2, which shall not apply, and except that special meetings of a committee or subcommittee may also be called at any time by any two members of the committee or subcommittee), unless otherwise provided by this Agreement or by the resolution of the Board of Directors designating such committee or subcommittee. For such purpose, references to the Directors collectively shall be deemed to refer to each such committee or subcommittee, and references to “Directors” shall be deemed to refer to members of the committee or subcommittee.

ARTICLE 6

OFFICERS

6.1 General. Subject to the provisions of the Act and the Certificate, the Board of Directors may determine from time to time to appoint one or more individuals who shall be termed officers of the Company. Each officer shall hold his or her respective office at the pleasure of the Board of Directors. Except otherwise specifically provided for below, an officer need not be a Member or Director of the Company, and any number of offices may be held by

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the same person. The officers of the Company shall be a chairman, who shall also be the president and chief executive officer of the Company, a secretary, and a treasurer. The Company may also have, at the discretion of the Board of Directors, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be designated from time to time by the Board of Directors.

6.2 Appointment and Removal. The officers shall be appointed by the Board of Directors. Each officer, including an officer elected to fill a vacancy, shall hold office until his or her successor is elected, except as otherwise provided by the Act or the Certificate, unless earlier removed pursuant to this Section 6.2. Any officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the authorized number of Directors, unless (1) there are only two Directors in which case unanimity shall be required, or (2) there is only one Director, in which case a written consent signed by such Director shall be the valid act of the Board of Directors to remove any officer.

6.3 Chairman. The chairman shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board of a corporation or as may be vested in the chairman by the Board of Directors.

6.4 President. The president shall be the chief executive officer of the Company and shall, subject to the oversight and control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Company. He shall have all of the powers which are ordinarily inherent in the office of the chief executive officer of a corporation, and he shall have such further powers and shall perform such further duties, as may be prescribed for him by the Board of Directors.

6.5 Vice Presidents. In the absence or disability of the president, the executive vice president and then the vice presidents in order of their rank as fixed by the president, or, if not ranked, the vice president designated by the president, shall perform all of the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The executive vice president and the vice presidents (as the case may be) shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the president or by this Agreement or by the Board of Directors.

6.6 Secretary. The secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the president may order, a book of minutes of all proceedings of the Member and of the Board of Directors, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at the Member’s or Board of Directors meetings. The secretary or an assistant secretary, or, if they are absent or unable or refuse to act, any other officer of the Company, shall give or cause to be given notice of all the meetings of the Member required by the Agreement or by law to be given, and he shall keep the seal of the Company, if any, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the president or by this Agreement or by the Board of Directors.

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6.7 Assistant Secretaries. It shall be the duty of the assistant secretaries to assist the secretary in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

6.8 Treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The treasurer shall keep or cause to be kept at the principal executive office a record of the Member showing its name and its address, Capital Contribution and Percentage Interests. He shall receive and deposit all moneys and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the president or the appropriate officers of the Company may from time to time determine, shall render to the president, whenever he requests it, an account of all his transactions as treasurer and of the financial condition of the Company, and shall perform such further duties as the president or this Agreement or the Board of Directors may prescribe.

6.9 Assistant Treasurers. It shall be the duty of the assistant treasurers to assist the treasurer in the performance of his duties and generally to perform such other duties as may be delegated to them by the president or by this Agreement or by the Board of Directors.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Initial Capital Contributions. The Member has made the initial Capital Contribution to the Company set forth in Schedule 1.

7.2 Additional Capital Contributions. The Member may make additional Capital Contributions in cash, property, services or promissory notes. Upon such contribution by the Member, or upon the admission of a new Member in accordance with this Agreement and the Act, Schedule 1 shall be adjusted.

7.3 No Interest on Capital Contributions. No interest shall be payable on or with respect to the Capital Contributions or capital account of the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1 Distributions. Subject to the reasonably anticipated business needs and opportunities of the Company and to any restrictions under applicable law (including any obligation to withhold and remit any amounts to any governmental authority), the Board of Directors may resolve from time to time to distribute cash or other property to the Member.

8.2 To the extent the Company is required by law to withhold or to make tax payments on behalf of or with respect to the Member, the Company may withhold such amounts and make such tax payments as so required. For purposes of this Agreement, any such payments or withholdings shall be treated as a distribution to the Member.

ARTICLE 9

TERM AND DISSOLUTION

9.1 Term. Except as provided in Section 9.2 hereof or as otherwise expressly required by the Act, the existence of the Company shall be perpetual.

9.2 Dissolution. The Company shall be dissolved and its affairs wound up upon the first to occur of the following:

9.2.1 The affirmative vote of the Member;

9.2.2 The bankruptcy of the Member; and

9.2.3 As otherwise required by the Act.

9.3 Liquidation. Upon the occurrence of an event of dissolution as provided for in Section 9.2 of this Agreement, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Board of Directors, or if there be no Director then the Member, shall appoint a liquidator (who may, but need not, be a Director) who shall have sole authority and control over the winding up and liquidation of the Company’s business and affairs and shall diligently pursue the winding up and liquidation of the Company. As soon as practicable after his appointment, the liquidator shall cause to be filed a statement of intent to dissolve as required by Section 18-203 of the Act.

9.4 Liabilities. Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the liquidator has determined that there can be a final accounting, the liquidator shall establish a date for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”).

9.5 Settling of Accounts. Subject to any contrary requirement of the Act, upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as

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follows: (i) first, to pay all expenses of liquidation and winding up; (ii) second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of Member’s contributions; (iii) third, to pay all debts of the Company owing to a Member; and (iv) to establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the liquidator on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the liquidator. If any excess funds remain in such reserves at the end of such reasonable time, then such remaining funds shall be distributed by the Company pursuant to Section 9.6.

9.6 Distribution of Proceeds. Subject to any contrary requirements of the Act, upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining following the settling of accounts in accordance with Section 9.5 hereof shall be distributed to the Member. In the event the Company has more than one Member, then such distribution shall be made to the Members in proportion to their relative Percentage Interests.

9.7 Certificate of Cancellation. Upon dissolution and liquidation of the Company, the liquidator shall cause to be executed and filed with the Secretary of State of the State of Delaware, a certificate of cancellation in accordance with Section 18-203 of the Act.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification: Proceeding Other Than by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Person did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and that, with respect to any criminal action or proceeding, such Person had reasonable cause to believe that such Person’s conduct was unlawful.

10.2 Indemnification: Proceeding by Company. The Company may indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such Person is or was an officer, Director, Member, employee or agent of

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the Company, or is or was serving at the request of the Company as a member, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the action or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which such a Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

10.3 Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments. This Agreement may be amended only by the affirmative vote of the Member. Any such amendment shall be in writing and duly executed. The Certificate may only be amended by the affirmative vote of the Member. Any such amendment shall be in writing, and shall be executed and filed in accordance with Section 18-202 of the Act.

11.2 Representation of Shares of Companies or Interests in Other Entities. The Board of Directors is authorized to vote, represent and exercise on behalf of this Company all rights incident to any and all shares of any other company or companies, or any interests in any other entity, standing in the name of this Company. The authority herein granted to the Board of Directors to vote or represent on behalf of this Company any and all shares held by this Company in any other company or companies, or any interests in any other entity, may be exercised either by the Board of Directors in person or by any other Person authorized so to do by proxy or power of attorney duly executed by the Board of Directors.

11.3 Entire Agreement. This Agreement, including the exhibits and schedules hereto, constitutes the entire agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings.

11.4 Third Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

11.5 Governing Law. This Agreement shall be governed by and construed under the substantive laws of the State of Delaware, without regard to Delaware choice of law provisions.

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11.6 Titles and Subtitles; Form of Pronouns; Construction and Definitions. The titles of the sections and paragraphs of this Agreement are for convenience only and are not to be considered in construing this Agreement. All pronouns used in this Agreement shall be deemed to include masculine, feminine and neuter forms, the singular number includes the plural and the plural number includes the singular. Unless otherwise specified, references to Sections or Certificate are to the Sections or Certificate in this Agreement. Unless the context otherwise requires, the term “including” shall mean “including, without limitation”.

11.7 Delaware Limited Liability Company Act Prevails. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Act and the Delaware General Corporation Law shall govern the construction of this Agreement; provided, however, that in the event of any inconsistency between such laws, the provisions of the Act shall prevail.

11.8 Severability. If one or more provisions of this Agreement are held by a proper court to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent necessary and permitted by law, shall be severed herefrom, and the balance of this Agreement shall be enforceable in accordance with its terms.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the sole Member of the Company does hereby execute, adopt and approve this Limited Liability Company Agreement effective as of the date first above written.

Potlatch Timberlands, LLC
a Delaware Limited Liability Company
By:	/s/ Pamela Mull
Name:	Pamela Mull
Title:	Vice President, General Counsel and Corporate Secretary

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EX-5.1

Exhibit 5.1

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street | San Francisco, CA 94105-2228 | tel 415.983.1000 | fax 415.983.1200

MAILING ADDRESS: P. O. Box 7880 | San Francisco, CA 94120-7880

April 6, 2010

Potlatch Corporation

601 West First Ave., Suite 1600

Spokane, Washington 99201

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

We are acting as counsel for Potlatch Corporation, a Delaware corporation (the “Company”), and PFHI Idaho Investment LLC, a Delaware limited liability company, PFPC McCall Investment LLC, a Delaware limited liability company, Potlatch Forest Holdings, Inc., a Delaware corporation, Potlatch Lake States Timberlands, LLC, a Delaware limited liability company, Potlatch Land & Lumber, LLC, a Delaware limited liability company, Potlatch Minnesota Timberlands, LLC, a Delaware limited liability company, Potlatch Timberlands, LLC, a Delaware limited liability company, and Potlatch Wisconsin Timberlands, LLC, a Delaware limited liability company (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-4 filed on April 6, 2010 by the Company and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of up to $150,000,000 principal amount of 7 ¹/2% Senior Notes due 2019 (the “Exchange Notes”) and of guarantees by the Guarantors with respect to the Exchange Notes (the “Guarantees”). The Exchange Notes and the Guarantees will be issued under an Indenture dated as of November 3, 2009 (the “Indenture”) among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture has been filed as Exhibit 4.1 to the Registration Statement.

We have reviewed the Registration Statement and such other agreements, documents, records, certificates and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for this opinion. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons. We have also assumed that the Indenture has been duly authorized, executed and delivered by the Trustee.

On the basis of the foregoing and the assumptions set forth below, and subject to the other qualifications and limitations set forth herein, we are of the opinion that, when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the Registration Statement, the Indenture and the authorization thereof by the Company’s Board of Directors, (a) the Exchange Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and (b) the Guarantee of each Guarantor will constitute a valid and legally binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

This opinion is subject to and limited by the effect of (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and other similar laws affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) requirements of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding therefor may be brought.

We have assumed that at or prior to the time of the issuance of the Exchange Notes, the Registration Statement, including any amendments thereto, will be effective under the Act, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, the Company’s Board of Directors shall not have rescinded or otherwise modified its authorization of such issuance and the Board of Directors of each Guarantor shall not have rescinded or otherwise modified its authorization of the Guarantees.

Potlatch Corporation

April 6, 2010

Page 2

This opinion is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware and the law of the State of New York, in each case as in effect on the date hereof.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and in the Prospectus included therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Pillsbury Winthrop Shaw Pittman LLP

PILLSBURY WINTHROP SHAW PITTMAN LLP

E-09372

EX-8.1

Exhibit 8.1

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

155 NORTH WACKER DRIVE

CHICAGO, ILLINOIS 60606-1720

TEL: (312) 407-0700

FAX: (312) 407-0411

www.skadden.com

April 6, 2010

Potlatch Corporation

601 West 1st Avenue, Suite 1600

Spokane, Washington 99201

Re: Certain United States Federal Income Tax Matters

Ladies and Gentlemen:

You have requested our opinion concerning certain United States federal income tax considerations in connection with the offer (such offer, the “Exchange Offer”) by Potlatch Corporation, a Delaware corporation (“Potlatch”), to exchange any and all of Potlatch’s outstanding, unregistered 7 ¹/2% Senior Notes due 2019 for up to $150,000,000 aggregate principal amount of Potlatch’s registered 7 ¹/2% Senior Notes due 2019 (the “Exchange Notes”), pursuant to a registration statement on Form S-4, dated as of April 6, 2010 (the “Registration Statement”) and filed with the Securities and Exchange Commission (the “Commission”) on April 6, 2010. We have acted as special tax counsel to Potlatch in connection with, and have participated in the preparation, of the Registration Statement.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement and such other documentation and information provided to us by you as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, you have provided us with, and we are relying upon, a certificate containing certain factual statements, factual representations, and covenants of officers of Potlatch (the “Officers’ Certificate”) dated as of April 6, 2010, relating to, among other things, the actual and proposed operations of Potlatch and the entities in which it holds, or has held, a direct or indirect interest (collectively, the “Company”). These representations and covenants relate, in some cases, to transactions and investments for which we did not act as the Company’s primary

Potlatch Corporation

April 6, 2010

Page 2

counsel, have not reviewed, and of which we may be unaware. For purposes of our opinion, we have not independently verified all of the facts, statements, representations, and covenants set forth in the Officers’ Certificate, the Registration Statement, or in any other document. Consequently, we have assumed and relied on your representation that the facts, statements, representations, and covenants presented in the Officers’ Certificate, the Registration Statement, and other documents, or otherwise furnished to us, accurately and completely describe all material facts relevant to our opinion. We have assumed that all such facts, statements, representations, and covenants are true without regard to any qualification as to knowledge, belief, intent, materiality, or otherwise. Our opinion is conditioned on the continuing accuracy and completeness of such facts, statements, representations, and covenants. We are not aware of any facts inconsistent with the statements in the Officers’ Certificate. Any material change or inaccuracy in the facts, statements, representations, and covenants referred to, set forth, or assumed herein or in the Officers’ Certificate may affect our conclusions set forth herein.

In our review of certain documents in connection with our opinion as expressed below, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, or electronic copies, and the authenticity of the originals of such copies. Where documents have been provided to us in draft form, we have assumed that the final executed versions of such documents will not differ materially from such drafts.

Our opinion is also based on the correctness of the following assumptions: (i) Potlatch and each of the entities comprising the Company has been and will continue to be operated in accordance with the laws of the jurisdictions in which they were formed, and in the manner described in the relevant organizational documents, (ii) there will be no changes in the applicable laws of the State of Delaware or of any other jurisdiction under the laws of which any of the entities comprising the Company have been formed, and (iii) each of the written agreements to which the Company is a party has been and will be implemented, construed and enforced in accordance with its terms.

In rendering our opinion, we have considered and relied upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder (“Regulations”), administrative rulings and other interpretations of the Code and the Regulations by the courts and the Internal Revenue Service (“IRS”), all as they exist at the date hereof. It should be noted that the Code,

Potlatch Corporation

April 6, 2010

Page 3

Regulations, judicial decisions, and administrative interpretations are subject to change at any time and, in some circumstances, with retroactive effect. A material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions set forth herein. In this regard, an opinion of counsel with respect to an issue represents counsel’s best judgment as to the outcome on the merits with respect to such issue, is not binding on the IRS or the courts, and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position if asserted by the IRS.

Based on and subject to the foregoing, we are of the opinion that:

1. Commencing with its taxable year ended December 31, 2006, Potlatch has been organized and operated in conformity with the requirements for qualification as a REIT under the Code, and its actual and proposed method of operation has enabled and will enable Potlatch to meet the requirements for qualification and taxation as a REIT under the Code. Potlatch’s qualification and taxation as a REIT depend upon its ability to meet, through actual operating results, certain requirements relating to the sources of its income, the nature of its assets, its distribution levels and the diversity of its stock ownership, and various other qualification tests imposed under the Code, the results of which are not reviewed by us. Accordingly, no assurance can be given that the actual results of Potlatch’s operations for any one taxable year will satisfy the requirements for taxation as a REIT under the Code.

2. Although the discussion set forth in the Registration Statement under the heading “Material United States Federal Income Tax Consequences” does not purport to discuss all possible United States Federal income tax consequences of the ownership and disposition of the Exchange Notes, such discussion, though general in nature, constitutes, in all material respects, a fair and accurate summary under current law of the material United States Federal income tax consequences of the matters described therein, subject to the qualifications set forth therein. The United States Federal income tax consequences of the ownership and disposition of such Exchange Notes by an investor will depend upon that holder’s particular situation, and we express no opinion as to the completeness of the discussion set forth in “Material United States Federal Income Tax Consequences” as applied to any particular holder.

Except as expressly set forth above, we express no opinion on any issue relating to Potlatch or any investment therein. This opinion has been prepared for you in connection with the Exchange Offer. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to Skadden,

Potlatch Corporation

April 6, 2010

Page 4

Arps, Slate, Meagher & Flom LLP under the headings “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

Very truly yours,

/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

EX-12.1

Exhibit 12.1

POTLATCH CORPORATION

Computation of Ratio of Earnings to Fixed Charges

(In thousands)
	2009		2008		2007		2006		2005
Earnings from continuing operations before income taxes	$	64,783	$	47,742	$	56,911	$	79,473	$	58,468
Add:
Interest expense		20,856		20,825		17,711		16,120		16,457
Rental expense factor 1		862		1,008		848		843		824
Discount and loan expense amortization		1,136		613		593		578		471
Earnings available for fixed charges	$	87,637	$	70,188	$	76,063	$	97,014	$	76,220
Fixed charges:
Interest expense	$	20,856	$	20,825	$	17,711	$	16,120	$	16,457
Capitalized interest		—		—		—		—		—
Rental expense factor 1		862		1,008		848		843		824
Discount and loan expense amortization		1,136		613		593		578		471
Total fixed charges	$	22,854	$	22,446	$	19,152	$	17,541	$	17,752
Ratio of earnings to fixed charges		3.8		3.1		4.0		5.5		4.3

¹ “Rental expense factor” is the portion of rental expense estimated to be representative of the interest factor within rental expense.

Certain 2005-2008 amounts have been reclassified to conform to the 2009 presentation. Also, see Note 18 to the consolidated financial statements.

EX-21.1

Exhibit 21.1

Subsidiaries of Potlatch Corporation ⁽¹⁾

Name	State in Which Organized
PFHI Idaho Investment LLC	Delaware
PFPC McCall Investment LLC	Delaware
Potlatch Forest Holdings, Inc.	Delaware
Potlatch Lake States Timberlands LLC	Delaware
Potlatch Land & Lumber, LLC	Delaware
Potlatch Minnesota Timberlands LLC	Delaware
Potlatch Timberlands LLC	Delaware
Potlatch Wisconsin Timberlands LLC	Delaware

⁽¹⁾ All of the subsidiaries in the above list are wholly owned, either directly or indirectly, by Potlatch Corporation.

EX-23.1

Exhibit 23.1

The Board of Directors

Potlatch Corporation:

We consent to the incorporation by reference of our reports dated February 18, 2010, with respect to the consolidated balance sheets of Potlatch Corporation as of December 31, 2009 and 2008, the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for each of the years in the three-year period ended December 31, 2009, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Seattle, Washington

April 6, 2010

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Debby R. Wight

U.S. Bank National Association

1420 5^th Avenue, 7^th Floor

Seattle, WA 98101

(206) 344-4679

(Name, address and telephone number of agent for service)

Potlatch Corporation

(Issuer with respect to the Securities)

Delaware	82-0156045
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

601 West First Avenue, Suite 1600 Spokane, WA	99201
(Address of Principal Executive Offices)	(Zip Code)

7 ¹/2% Senior Notes due 2019

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 The Trustee is a Trustee under other Indentures under which securities issued by the obligor are outstanding. There is not and there has not been a default with respect to the securities outstanding under other such Indentures.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of December 31, 2009 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-159463 filed on August 21, 2009.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 6th of April 2010.

By:	/s/ Debby R. Wight
	Debby R. Wight
	Vice President

3

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 6, 2010

By:	/s/ Debby R. Wight
	Debby R. Wight
	Vice President

4

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

Exhibit 7

As of 12/31/2009

($000’s)

	12/31/2009
Assets
Cash and Balances Due From Depository Institutions	$	6,198,904
Securities		43,054,635
Federal Funds		3,431,853
Loans & Lease Financing Receivables		189,772,027
Fixed Assets		4,797,639
Intangible Assets		13,399,731
Other Assets		15,721,341
Total Assets	$	276,376,130
Liabilities
Deposits	$	194,253,182
Fed Funds		10,148,686
Treasury Demand Notes		0
Trading Liabilities		345,396
Other Borrowed Money		31,068,244
Acceptances		0
Subordinated Notes and Debentures		7,629,967
Other Liabilities		6,705,043
Total Liabilities	$	250,150,518
Equity
Minority Interest in Subsidiaries	$	1,629,447
Common and Preferred Stock		18,200
Surplus		12,642,020
Undivided Profits		11,935,945
Total Equity Capital	$	26,225,612
Total Liabilities and Equity Capital	$	276,376,130

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Debby R. Wight
	Debby R. Wight
	Vice President

Date: April 6, 2010

5

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

POTLATCH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/ 2% Senior Notes due 2019

PURSUANT TO THE PROSPECTUS, DATED                     , 2010

THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                     , 2010, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Delivery To: U.S. Bank National Association, Exchange Agent

By Registered or Certified Mail:   U.S. Bank National Association Corporate Trust Services EP-MN-WS-2N 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance For Information Call: (800) 934-6802   By Facsimile Transmission (for Eligible Institutions only):   Attn: Specialized Finance (651) 495-8158   Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges that he or she has received the prospectus, dated                     , 2010 (the “Prospectus”), of Potlatch Corporation, a Delaware corporation (the “Company”), and this Letter of Transmittal (the “Letter”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $150,000,000 of the Company’s 7 ¹/2% Senior Notes due 2019 (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s issued and outstanding 7 ¹/2% Senior Notes due 2019 (the “Outstanding Notes”) from the holders thereof.

For each Outstanding Note accepted for exchange, the holder of such Outstanding Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Note. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Outstanding Notes or, if no interest has been paid on the Outstanding Notes, from the issue date of the Outstanding Notes. Accordingly, holders of Exchange Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid on the Outstanding Notes or, if no interest has been paid on the Outstanding Notes, from November 3, 2009. Outstanding Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Holders of Outstanding Notes whose Outstanding Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Outstanding Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.

This Letter is to be completed by a holder of Outstanding Notes either if certificates are to be forwarded herewith or if a tender of certificates for Outstanding Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus and an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation (as defined below), which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and that the Company may enforce this Letter against such participant. Holders of Outstanding Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. See Instruction 1.

Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Outstanding Notes to which this Letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of Outstanding Notes should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES	1	2	3
Name(s) and Address(es) of Holder(s) (Please fill in, if blank)	Certificate Number(s)*	Aggregate Principal Amount of Outstanding Note(s)	Principal Amount Tendered**
	Total

  * Need not be completed if Outstanding Notes are being tendered by book-entry transfer.

** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Outstanding Notes represented by the Outstanding Notes indicated in column 2. See Instruction 2. Outstanding Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiples of $1,000 in excess thereof. See Instruction 1.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:                                                                                                                                                       

Account Number:                                                              Transaction Code Number:                                                             

By crediting the Outstanding Notes to the Exchange Agent’s account at the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer, including transmitting to the Exchange Agent a computer-generated Agent’s Message in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owner(s) of such Outstanding Notes all provisions of this Letter (including all representations and warranties) applicable to it and such beneficial owner(s) as fully as if it had completed the information required herein and executed and transmitted this Letter to the Exchange Agent.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Holder(s)                                                                                                                                                                          

Window Ticket Number (if any)                                                                                                                                                    

Date of Execution of Notice of Guaranteed Delivery                                                                                                             

Name of Institution Which Guaranteed Delivery                                                                                                                     

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number:                                                               Transaction Code Number:                                                            

¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:                                                                                                                                                                                                       

Address:                                                                                                                                                                                                  

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired as a result of market-making activities or other trading activities. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully make the foregoing representations.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Outstanding Notes, with full power of substitution, among other things, to cause the Outstanding Notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes, and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any Exchange Notes acquired in exchange for Outstanding Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not such person is the undersigned, that neither the holder of such Outstanding Notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes and that neither the holder of such Outstanding Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company and that neither the holder of such Outstanding Notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

The Securities and Exchange Commission (the “SEC”) has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes (other than a resale of Exchange Notes received in exchange for an unsold allotment from the Outstanding sale of the Outstanding Notes) with the Prospectus. The Prospectus, as it may be amended or supplemented from time to time, may be used by certain broker-dealers (as specified in the Registration Rights Agreement referenced in the Prospectus) (“Participating Broker-Dealers”) for a period of time, starting on the effective date of the registration statement and ending on the close of business 180 days thereafter in connection with the sale or transfer of such Exchange Notes.” The Company has agreed that, for such period of time, it will make the Prospectus (as it may be amended or supplemented) available to such a broker-dealer which elects to exchange Outstanding Notes, acquired for its own account as a result of market-making or other trading activities, for Exchange Notes pursuant to the Exchange Offer for use in connection with any resale of such Exchange Notes. By accepting the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer acknowledges and agrees to notify the Company prior to using the Prospectus in connection with the sale or transfer of Exchange Notes and that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requires the making of any changes in the Prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the Prospectus until (i) the Company has amended or supplemented the Prospectus to correct such misstatement or omission and (ii) either the Company has furnished copies of the amended or supplemented Prospectus to such broker-dealer or, if the Company has not otherwise agreed to furnish such copies and declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented Prospectus as filed with the SEC. Except as described above, the Prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of Exchange Notes. A broker-dealer that acquired Outstanding Notes in a transaction other than as part of its market-making activities or other trading activities will not be able to participate in the Exchange Offer.

The undersigned acknowledges that this Exchange Offer is being made upon the belief that, based on interpretations by the staff of the SEC as set forth in a series of no-action letters issued to third parties, the

Exchange Notes issued pursuant to the Exchange Offer in exchange for the Outstanding Notes may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the Exchange Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Outstanding Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the Exchange Notes (and, if applicable, substitute certificates representing Outstanding Notes for any Outstanding Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes.”

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above, or if Outstanding Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above. Issue Exchange Notes and/or Outstanding Notes to:
Name(s)
	(Please Type or Print)
(Please Type or Print)
Address
(Zip Code)
¨       Credit unexchanged Outstanding Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.
Book-Entry Transfer Facility Account Number, if applicable)

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) To be completed ONLY if certificates for Outstanding Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter above or to such person(s) at an address other than shown in the box entitled “Description of Outstanding Notes” on this Letter above. Mail Exchange Notes and/or Outstanding Notes to:
Name(s)
	(Please Type or Print)
(Please Type or Print)
Address
(Zip Code)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

  Dated:                                                      , 2010

X	, 2010
X	, 2010
(Signature(s) of Owner)	(Date)

Area Code and Telephone Number                                                                                                                                        

If a holder is tendering any Outstanding Notes, this Letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.

Name(s):                                                                                                                                                                                                      

(Please Type or Print)

Capacity:                                                                                                                                                                                                      

Address:                                                                                                                                                                                                       

(Including Zip Code)

SIGNATURE GUARANTEE

(If required by Instruction 3)

Signature(s) Guaranteed by

an Eligible Institution:                                                                                                                                                                             

(Authorized Signature)

(Title)

(Name and Firm)

  Dated:                                                      , 2010

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF

POTLATCH CORPORATION’S

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/2% Senior Notes due 2019

PURSUANT TO THE PROSPECTUS, DATED                     , 2010

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by holders of Outstanding Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus and an Agent’s Message is not delivered. Tenders by book-entry transfer may also be made by delivering an Agent’s Message in lieu of this Letter. The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. Certificates for all physically tendered Outstanding Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof or Agent’s Message in lieu thereof) and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Outstanding Notes tendered hereby must be in denominations of principal amount of $2,000 and any integral multiples of $1,000 in excess thereof.

Holders whose certificates for Outstanding Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Outstanding Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 12:00 midnight, New York City time, on the Expiration Date, the Exchange Agent (as defined below) must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Outstanding Notes and the amount of Outstanding Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Outstanding Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, together with a properly completed and duly executed Letter (or facsimile thereof or Agent’s Message in lieu thereof) with any required signature guarantees and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter, the Outstanding Notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If Outstanding Notes are sent by mail, it is suggested that the mailing be

registered mail, properly insured, with return receipt requested, made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date. The Company reserves the right to reject any particular Outstanding Note not properly tendered, or any acceptance that might, in the Company’s judgment or its counsel’s judgment, be unlawful. The Company also reserves the right to waive any defects or irregularities with respect to the form or procedures applicable to the tender of any particular Outstanding Note prior to the Expiration Date. Unless waived, any defects or irregularities in connection with tenders of Outstanding Notes must be cured within a reasonable period of time.

See “The Exchange Offer” section of the Prospectus.

2. Partial Tenders (not applicable to holders who tender by book-entry transfer).

If less than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Outstanding Notes to be tendered in the box above entitled “Description of Outstanding Notes—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered Outstanding Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter, promptly after the Expiration Date. All of the Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter is signed by the registered holder of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

If any tendered Outstanding Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.

If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of certificates.

When this Letter is signed by the registered holder or holders of the Outstanding Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued, or any untendered Outstanding Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

If this Letter or any certificates or bond powers are signed by a person acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Endorsements on certificates for Outstanding Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchanges Medallion Program (each an “Eligible Institution”).

Signatures on this Letter need not be guaranteed by an Eligible Institution, provided the Outstanding Notes are tendered: (i) by a registered holder of Outstanding Notes (which term, for purposes of the

Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Outstanding Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders of Outstanding Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Outstanding Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such holder may designate hereon. If no such instructions are given, such Outstanding Notes not exchanged will be returned to the name and address of the person signing this Letter.

5. Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer of Outstanding Notes to it or its order pursuant to the Exchange Offer. If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Outstanding Notes tendered hereby, or if tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the transfer of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Outstanding Notes specified in this letter.

6. Waiver of Conditions.

Because the Company may amend or modify the Exchange Offer, and such amendment or modification may be deemed to be a waiver of a condition, it has the right to waive satisfaction of conditions enumerated in the Prospectus. Accordingly, the Company has effectively retained the ability to waive the conditions to consummation of the Exchange Offer.

7. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes nor shall any of them incur any liability for failure to give any such notice.

8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

9. Withdrawal Rights.

Tenders of Outstanding Notes may be withdrawn at any time prior to 12:00 midnight, New York City time, on the Expiration Date.

For a withdrawal of a tender of Outstanding Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 12:00 midnight, New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having tendered the Outstanding Notes to be withdrawn (the “Depositor”), (ii) identify the Outstanding Notes to be withdrawn (including certificate number or numbers and the principal amount of such Outstanding Notes), (iii) contain a statement that such holder is withdrawing his election to have such Outstanding Notes exchanged, (iv) be signed by the holder in the same manner as the Outstanding signature on the Letter by which such Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Outstanding Notes register the transfer of such Outstanding Notes in the name of the person withdrawing the tender and (v) specify the name in which such Outstanding Notes are registered, if different from that of the Depositor. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of such Book-Entry Transfer Facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer, and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly re-tendered. Any Outstanding Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in “The Exchange Offer— Procedures for Tendering” section of the Prospectus, such Outstanding Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Outstanding Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be re-tendered by following the procedures described above at any time on or prior to 12:00 midnight, New York City time, on the Expiration Date.

10. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering Outstanding Notes, as well as requests for additional copies of the Prospectus and this Letter, and requests for Notices of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number set forth herein.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

OF

POTLATCH CORPORATION

FOR THE TENDER OF

7 ¹/2% SENIOR NOTES DUE 2019

(INCLUDING THOSE IN BOOK-ENTRY FORM)

This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Potlatch Corporation (the “Company”) made pursuant to the Prospectus, dated                     , 2010 (the “Prospectus”), if certificates for the outstanding 7 ¹/2% Senior Notes due 2019 of the Company (the “Outstanding Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach U.S. Bank National Association, as exchange agent (the “Exchange Agent”), prior to 12:00 midnight, New York City time, on the Expiration Date. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof) must also be received by the Exchange Agent prior to 12:00 midnight, New York City time, on the Expiration Date. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus and the Letter of Transmittal.

Delivery To: U.S. Bank National Association, Exchange Agent
By Registered or Certified Mail: U.S. Bank National Association Corporate Trust Services EP-MN-WS-2N 60 Livingston Avenue St. Paul, MN 55107 Attn: Specialized Finance	For Information Call: (800) 934-6802 By Facsimile Transmission (for Eligible Institutions only): Attn: Specialized Finance (651) 495-8158 Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

THIS INSTRUMENT IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering” section of the Prospectus.

Principal Amount of Outstanding Notes Tendered:*

$                                                                                                    

* Must be in denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

Certificate Nos. (if available)                                                                                                                                                     

If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number:

Account Number                                                                                                                                                                         

Total Principal Amount Represented by Outstanding Notes Certificate(s):

$                                                                                              

PLEASE SIGN HERE

	Date
Signature(s) of Holder(s) or Authorized Signatory	Date

Area Code and

Telephone Number:                                                                                                                                                                                       

Must be signed by the holder(s) of Outstanding Notes as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. If Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.

Please Print Name(s) and Address(es)

Name(s):

Capacity:

Address(es):

Account:

ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.

GUARANTEE

(NOT TO BE USED FOR SIGNATURE GUARANTEES)

The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the certificates representing the principal amount of Outstanding Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering” section of the Prospectus, together with one or more properly and duly executed Letters of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof) and any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

Name of Firm		Authorized Signature
Address		Title
	Name:
Zip Code		(Please Type or Print)

  Area Code and Tel. No.   Dated:

NOTE: DO NOT SEND THE OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.    Delivery of This Notice of Guaranteed Delivery.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 12:00 midnight, New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holder of the Outstanding Notes and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

2.    Signatures of This Notice of Guaranteed Delivery.    If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Notes or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing.

3.    Requests For Assistance Or Additional Copies.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address and telephone number specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

EX-99.3

Exhibit 99.3

POTLATCH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/2% Senior Notes due 2019

PURSUANT TO THE PROSPECTUS, DATED                     , 2010

To: Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees

Potlatch Corporation (the “Company”) is offering, upon and subject to the terms and conditions set forth in the Prospectus, dated                     , 2010 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) its 7 ¹/2% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended, for its outstanding 7 ¹/2% Senior Notes due 2019 (the “Outstanding Notes”). The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 3, 2009, among the Company, as issuer, and the initial purchasers of the Outstanding Notes.

We are requesting that you contact your clients for whom you hold Outstanding Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Outstanding Notes registered in your name or in the name of your nominee, or who hold Outstanding Notes registered in their own names, we are enclosing the following documents:

1. Prospectus, dated                     , 2010;

2. The Letter of Transmittal for your use and for the information of your clients;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Outstanding Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Return envelopes addressed to U.S. Bank National Association, the Exchange Agent for the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON                     , 2010, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or Agent’s Message in lieu thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent, and certificates representing the Outstanding Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If a registered holder of Outstanding Notes desires to tender Outstanding Notes, but such Outstanding Notes are not immediately available, or time will not permit such holder’s Outstanding Notes or other required documents to reach the Exchange Agent before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering.”

The Company will, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding the Prospectus and the related documents to the beneficial owners of Outstanding Notes held by them as nominee or in a fiduciary capacity. The Company will pay or cause to be paid all stock transfer taxes applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer, except as set forth in Instruction 5 of the Letter of Transmittal.

Any inquiries you may have with respect to Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the Exchange Agent for the Exchange Offer, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Potlatch Corporation

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

EX-99.4

Exhibit 99.4

POTLATCH CORPORATION

OFFER TO EXCHANGE ALL OUTSTANDING

$150,000,000 7 ¹/2% Senior Notes due 2019

FOR NEWLY ISSUED, REGISTERED

$150,000,000 7 ¹/2% Senior Notes due 2019

PURSUANT TO THE PROSPECTUS, DATED                     , 2010

To Our Clients:

Enclosed for your consideration is a Prospectus, dated                     , 2010 (the “Prospectus”), and the related Letter of Transmittal (the “Letter of Transmittal”), relating to the offer of Potlatch Corporation (the “Company”) to exchange (the “Exchange Offer”) its 7 ¹/2% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended, for its outstanding 7 ¹/2% Senior Notes due 2019 (the “Outstanding Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Registration Rights Agreement, dated November 3, 2009, among the Company, as issuer, and the initial purchasers of the Outstanding Notes.

This material is being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A TENDER OF SUCH OUTSTANDING NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 12:00 midnight, New York City time, on                     , 2010, unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Outstanding Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer—Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of Outstanding Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 12:00 midnight, New York City time, on                         , 2010, unless extended by the Company.

If you wish to have us tender your Outstanding Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by Potlatch Corporation with respect to its Outstanding Notes.

This will instruct you to tender the Outstanding Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

¨		Please tender the Outstanding Notes held by you for my account as indicated below:
		7 1/2% Senior Notes due 2019
		$
		(Aggregate Principal Amount of Outstanding Notes)
¨	Please do not tender any Outstanding Notes held by you for my account.

Dated:                                  , 2010

Signature(s):                                                                                                                                                                                                    

Print Name(s) here:                                                                                                                                                                                       

Print Address(es):                                                                                                                                                                                          

Area Code and Telephone

Number(s):                                                                                                                                                                                                  

Tax Identification or Social

Security Number(s):                                                                                                                                                                                   

None of the Outstanding Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Outstanding Notes held by us for your account.

CORRESP

Pillsbury Winthrop Shaw Pittman LLP

50 Fremont Street | San Francisco, CA 94105-2228 | tel 415.983.1000 | fax 415.983.1200

MAILING ADDRESS: P. O. Box 7880 | San Francisco, CA 94120-7880

Justin D. Hovey

Justin.Hovey@pillsburylaw.com

April 6, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Potlatch Corporation and Subsidiary Guarantors

  Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of Potlatch Corporation, a Delaware corporation (the “Issuer”), and the Issuer’s subsidiary guarantors (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”), we hereby submit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offer to exchange $150,000,000 aggregate principal amount of its 7 ^1/2% Senior Notes due 2019 (the “Exchange Notes”) for its outstanding 7 ^1/2% Senior Notes due 2019 (the “Outstanding Notes”), which were offered and sold on November 3, 2009 in a private offering. The Outstanding Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, who are also registrants under the Registration Statement.

The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co., Incorporated, available June 5, 1991, and Shearman & Sterling, available July 2, 1993. Please also find attached a letter from the Registrants, which makes certain representations in connection with the submission of the Registration Statement.

The filing fee for the Registration Statement in the amount of $10,695 was previously deposited by wire transfer of same day funds to the Commission’s account at U.S. Bank.

If you have any questions on the above-referenced Registration Statement, please contact me at (415) 983-6117.

April 6, 2010

Page 2

Sincerely,

/s/ Justin D. Hovey

Justin D. Hovey

        cc: Blair W. White

[Potlatch Corporation Letterhead]

April 6, 2010

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Potlatch Corporation and Subsidiary Guarantors

  Registration Statement on Form S-4

Ladies and Gentlemen:

Potlatch Corporation, a Delaware corporation (the “Issuer”), and the Issuer’s subsidiary guarantors (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”), in connection with the submission for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offer to exchange $150,000,000 aggregate principal amount of its 7 ^1/2% Senior Notes due 2019 (the “Exchange Notes”) for its outstanding 7 ^1/2% Senior Notes due 2019 (the “Outstanding Notes”) which were offered and sold on November 3, 2009 in a private offering. The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital), Morgan Stanley & Co., Incorporated, available June 5, 1991, and Shearman & Sterling, available July 2, 1993, and hereby represent as follows:

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrant’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus or otherwise) that if the exchange offer is being registered for the purposes of secondary resale, any securityholder using the exchange offer to participate in a distribution of the Exchange Notes (i) could not rely on the Staff position enunciated in Exxon Capital or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds the Outstanding Notes acquire for its own

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account as a result of market-making activities or other trading activities, and who receives the Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will include in the transmittal letter to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities: an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer. The transmittal letter or similar documentation will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Sincerely,
Potlatch Corporation
PFHI Idaho Investment LLC
PFPC McCall Investment LLC
Potlatch Forest Holdings, Inc.
Potlatch Lake States Timberlands, LLC
Potlatch Land & Lumber, LLC
Potlatch Minnesota Timberlands, LLC
Potlatch Timberlands, LLC
Potlatch Wisconsin Timberlands, LLC
By:	/s/ Eric J. Cremers
	Eric J. Cremers, Vice President

cc: Blair W. White

Justin D. Hovey