Retirement Agreement with Chief Financial Officer



 Exhibit (10)(u) 
 POTLATCH FOREST PRODUCTS CORPORATION 
 RETIREMENT AGREEMENT 
  

 Gerald L. Zuehlke

 General 
 The above-named employee (the
“Employee”) and Potlatch Forest Products Corporation (the “Company”) have agreed upon the following items. 
 Separation from Service

 Employee shall serve as Vice President and Chief Financial Officer of the Company until August 1, 2007, and he shall serve as Senior Vice
President, Finance thereafter until his separation from employment with the Company. Employee’s separation from employment with the Company will be effective at the close of business on December 31, 2007, and his retirement date shall be
January 1, 2008 (“Retirement Date”). The Parties agree that the change of title and responsibilities described herein is not a “Reduction in Authority or Responsibility” under the Potlatch Forest Products Corporation
Severance Program for Executive Employees as Amended and Restated as of April 4, 2007. 
 MPAP Payments 
 In the event that any amounts are payable under the Potlatch Corporation Management Performance Award Plan II (“MPAP”) for calendar year 2007, Employee shall be
entitled to payment of his target bonus amount (45% of Employee’s base salary paid in 2007) under the MPAP for the period from January 1, 2007 to the Retirement Date multiplied by the ROE performance modifier applicable to MPAP payments
for 2007 (as approved by the Executive Compensation and Personnel Policies Committee of the Potlatch Corporation Board of Directors) and further multiplied by an individual performance modifier of 1.0. 
 Pension Benefit 
 The Employee has a vested benefit under the
Company’s Salaried Employees’ Retirement Plan (“Retirement Plan”), the Salaried Employees’ Supplemental Benefit Plan (“Supplemental Plan”) and Salaried Employees’ Supplemental Benefit Plan II
(“Supplemental Plan II” and, collectively with the Retirement Plan and the Supplemental Plan, the “Pension Plans”), and he shall receive benefit payments in accordance with the provisions of the Pension Plans applicable as of the
Retirement Date. In addition, provided that following his separation from employment on December 31, 2007 the Employee executes and delivers to the Company a full general release of all claims, known and unknown, in a form substantially similar
to the release contained in Part II, Sections 1 – 9 below, then the Employee shall receive an additional payment (the “Additional Pension Benefit”) calculated as the difference between the retirement benefit he would have been
eligible to receive if he had reached age 62 as of the Retirement Date 








 
with no reduction in benefit, and the amount payable under the Pension Plans as described above. Execution of a full general release following the
Employee’s separation from employment is a condition precedent to receipt of the Additional Pension Benefits. The Additional Pension Benefit will be paid under the terms and conditions of the Supplemental Plan II. 
 Performance Shares 
 In the event that there is a payout of
performance shares under the terms of the Employee’s Performance Share Agreement (“Award Agreement”) applicable to awards granted for the period January 1, 2005-December 31, 2007, Employee shall be entitled to receive 100% of the
shares calculated under the applicable Award Agreement. In the event that there is a payout of performance shares under the terms of the Employee’s Award Agreement applicable to awards granted for the years January 1,
2006-December 31, 2008, Employee shall be entitled to 66% of the shares calculated under the applicable Award Agreement. In the event that there is a payout of performance shares under the terms of the Award Agreement applicable to awards
granted for the years January 1, 2007-December 31, 2009, Employee shall be entitled to 33% of the shares calculated under the applicable Award Agreement . 
 Entitlement to Other Benefits 
 Except as provided herein, this Agreement is not intended to alter Employee’s
entitlement to other benefits available to him as a retiree under applicable Company plans and policies. 
  

 Part II. 
 I understand that I am eligible to receive the Additional
Pension Benefit and other benefits as described in Part I of this agreement if I choose to accept the terms of this Agreement. If I choose to reject this Agreement, I understand that I am eligible to receive the basic benefits as described in the
Salaried Employees’ Benefits Plans Handbook and in the other benefit plans applicable to executive officers, all of which have previously been provided to me by the Company. 
 Release and Waiver of Claims Agreement 
 1.    In consideration for the Additional Pension
Benefit and the other benefits offered to me by the Company, as outlined in Part I above, I release and discharge Potlatch Forest Products Corporation, any affiliated company, parent, subsidiary, alter egos, their predecessors, successors,
affiliates, assigns, partners, shareholders, directors, officers, agents, attorneys, and employees, whether past, present, or future (the “Released Parties”) from any and all actions, 

  

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suits, debts, demands, damages, claims, judgments, or liabilities of any nature, including costs and attorneys’ fees, whether known or unknown,
including, but not limited to, all claims arising out of the Employee’s employment with or separation from any of the Released Parties, such as (by way of example only) any claim for salary, bonus, severance, retirement benefits or other
benefits apart from the benefits stated herein; breach of contract; wrongful discharge; impairment of economic opportunity; any claim under common law or at equity; defamation; intentional infliction of emotional harm; any tort; claims for
reimbursements; claims for commissions; or claims for employment discrimination under any state, federal, local law, statute, or regulation (including, but not limited to, claims under Title VII of the Civil Rights act of 1964 or under the Americans
With Disabilities Act). Employee acknowledges and agrees that this Release and Waiver Agreement, the Release and Waiver Agreement contained in paragraph 2, and the covenant not to sue set forth in paragraph 4 are essential and material terms of this
Release and Waiver Agreement and that, without such release and covenant not to sue, no agreement would have been reached by the parties. Employee understands and acknowledges the significance and consequences of this Release and Waiver Agreement.

 2.    As a further material inducement to enter into this Release and Waiver of Claims Agreement, Employee specifically waives and
releases the Company and the Released Parties from all claims Employee may have as of the date the Employee signs the Release and Waiver of Claims Agreement regarding any claims or rights arising under the Age Discrimination in Employment Act, as
amended, 29 U.S.C. 621 (“ADEA”). This paragraph does not waive rights and claims that may arise under the ADEA after the Employee signs this Release and Waiver of Claims Agreement. 
 3.    Right to Revoke Agreement: Employee agrees that this Release and Waiver of Claims Agreement provides benefits to which Employee is not
otherwise entitled. Employee acknowledges that the Company has advised Employee to consult an attorney prior to signing this Release and Waiver of Claims Agreement. Employee has been advised by the Company that Employee has up to twenty-one
(21) days within which to consider whether Employee should sign this Release and Waiver of Claims Agreement and waive and release all claims and rights arising under the ADEA. In the event that Employee signs this Release and Waiver of Claims
agreement before the expiration of twenty-one (21) days, Employee acknowledges the Employee has chosen to waive the 21-day period. Employee shall have seven (7) days after signing this Release and Waiver of Claims Agreement to revoke this
Release and Waiver of Claims Agreement, and this Release and Waiver of Claims Agreement shall not become effective or enforceable until that revocation period has expired. 
  


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 4.    It is understood that this is a full and final release covering all unknown and unanticipated
claims of or injuries, debts, or damages to Employee that may have arisen, or may arise, in connection with any fact occurring prior to the date of execution of this Release and Waiver of Claims Agreement. 
 5.    To the maximum extent permitted by law, Employee covenants not to sue or to institute or cause to be instituted any action in any federal or
state court against any of the Released Parties, including, but not limited to, any of the claims released in paragraphs 1 and 2 of this Release and Waiver of Claims Agreement. 
 6.    Employee and the Company agree that neither the Employee nor the Released Parties admit liability for, or violation of, any contract, any federal, state, or local statute, or regulation, or
any right protected under the common law. 
 7.    Employee acknowledges by signing this Release and Waiver of Claims Agreement that
Employee has read and understands this document, that Employee has conferred with or had opportunity to confer with Employee’s attorneys regarding the terms and meaning of this Release and Waiver of Claims Agreement, that Employee has had
sufficient time to consider the terms provided for in the Release and Waiver of Claims Agreement, that no representations or inducements have been made to Employee except as set forth herein, and that Employee has signed the same knowingly and
voluntarily. 
 8.    It is intended that the provisions of this Release and Waiver of Claims Agreement shall be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. In the event that any paragraph, subparagraph, or provision of this Release and Waiver of Claims Agreement shall be determined to be
partially contrary to governing law or otherwise partially unenforceable, the paragraph, subparagraph, or provision and this Release and Waiver of Claims Agreement shall be enforced to the maximum extent permitted by law, and if any paragraph,
subparagraph, or provision of the Release and Waiver of Claims Agreement shall be determined to be totally contrary to governing law or otherwise totally unenforceable, the paragraph, subparagraph, or provision shall be severed and disregarded and
the remainder of this Release and Waiver of Claims Agreement shall be enforced to the maximum extent permitted by law. 
  

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 9.    This Release and Waiver of Claims Agreement contains the entire Agreement between the Employee
and the Company with respect to the matters covered and supersedes all prior agreements, understandings, or commitments, whether oral or written. No amendment or supplement to this Release and Waiver of Claims Agreement may be made except by writing
signed by both the Employee and the Company. 
 Employee Signature Below Indicates Acceptance of the Special Arrangements Described Herein, and Executes
This Release and Waiver of Claims Agreement. 
 Employee Signature: /s/ Gerald L. Zuehlke 
 Date: June 4, 2007 
 Potlatch Forest Products Corporation 
 Chairman, President and Chief Executive Officer

 /s/ Michael J. Covey 
 Date: June 4, 2007 
  

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