Amended and Restated Deferred Compensation Plan For Directors II



 Exhibit 10(s) 
 POTLATCH CORPORATION 
 DEFERRED COMPENSATION PLAN FOR DIRECTORS II 
 Effective January 1, 2005 
 Amended and Restated Effective May 15, 2008 
  

 1 








 POTLATCH CORPORATION 
 DEFERRED COMPENSATION PLAN FOR DIRECTORS II 
 Effective January 1, 2005 
 As Amended and Restated Effective May 15, 2008 
  

	1.	ESTABLISHMENT AND PURPOSE. 

 (a)        The Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective January 1, 2005, by the Board of Directors of Potlatch Corporation to provide Directors of
Potlatch Corporation an opportunity to defer payment of their Director’s Fees. The Plan is also intended to establish a method of paying Director’s Fees, which will assist the Corporation in attracting and retaining persons of outstanding
achievement and ability as members of the Board of Directors of the Corporation. 
 (b)        The
Plan is the successor plan to the Potlatch Corporation Deferred Compensation Plan for Directors (the “Prior Plan”). Effective December 31, 2004, the Prior Plan was frozen and no new contributions will be made to it; provided, however,
that any deferrals made under the Prior Plan before January 1, 2005 continue to be governed by the terms and conditions of the Prior Plan as in effect on December 31, 2004 or on the date of any later amendment, provided that such amendment
is not a material modification of the Prior Plan under Section 409A of the Code and regulations promulgated thereunder. 
 (c)        Any deferrals made under the Prior Plan after December 31, 2004 are deemed to have been made under the Plan and all such deferrals are governed by the terms and conditions of the Plan
as it may be amended from time to time. 
 (d)        The Plan is intended to comply with the
requirements of Section 409A of the Code. 
  

	2.	DEFINITIONS. 

 (a)        “Affiliate” means any other entity which would be treated as a single employer with the Corporation under Section 414(b) or (c) of the Code. 
  

 2 








 (b)        “Beneficiary” means the person or persons
designated by the Director to receive payment of the Director’s Deferred Compensation Account in the event of the death of the Director. 
 (c)        “Board” and “Board of Directors” means the board of directors of the Corporation. 
 (d)        “Code” means the Internal Revenue Code of 1986, as amended. 
 (e)        “Committee” means the Nominating and Corporate Governance Committee of the Board. 
 (f)        “Corporation” means Potlatch Corporation, a Delaware corporation. 
 (g)        “Deferred Compensation Account” means the bookkeeping account established pursuant to
section 6 on behalf of each Director who elects to participate in the Plan. 
 (h)        “Director” means a member of the Board of Directors who is not an employee of the Corporation or any subsidiary thereof. 
 (i)        “Director’s Fees” means the amount of compensation paid by the Corporation to a
Director for his or her services as a Director, including an annual retainer and any amount payable for attendance at a Board meeting or any Board committee meeting. “Director’s Fees” shall not include any reimbursement by the
Corporation of expenses incurred by a Director incidental to attendance at a Board meeting or a Board committee meeting or of any other expense incurred on behalf of the Corporation. 
 (j)        A Director shall be considered “Disabled” if the Director is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months. 
 (k)        “Dividend Equivalent” means an amount equal to the cash dividend paid on an outstanding
share of the Corporation’s common stock. Dividend Equivalents shall be credited to Stock Units as if each Stock Unit were an outstanding share of the Corporation’s common stock, except that Dividend Equivalents shall also be credited to
fractional Stock Units. 
  

 3 








 (l)        “Plan” means the Potlatch Corporation
Deferred Compensation Plan for Directors II. 
 (m)        “Prior Plan” means the Potlatch
Corporation Deferred Compensation Plan for Directors. 
 (n)        “Separation from
Service” means termination of a Director’s service as a non-employee member of the Board consistent with Code Section 409A and the regulations promulgated thereunder. The Plan is intended to be a Plan provided to directors, and in
accordance with applicable regulations, a Director shall be treated as having Separation from Service for purposes of this Plan on the later of the date that the Director ceases to serve on the Board of Directors of the Corporation or an Affiliate
and the Director is not an independent contractor to the Corporation or an Affiliate. Continued service as an employee of the Corporation or an Affiliate shall not affect whether a Director has incurred a Separation from Service under this Plan.

 (o)        “Stock Units” means the deferred portion of Director’s Fees, which is
converted into a unit denominated in shares of the Corporation’s common stock. 
 (p)        “Value” means the closing price of the Corporation’s common stock as reported in the New York Stock Exchange, Inc., composite transactions reports for the Valuation Date.

 (q)        “Valuation Date” means, for the purpose of Section 6 or 7, the date on
which Director’s Fees or Dividend Equivalents are converted into Stock Units pursuant to Section 6 or 7 and, for purposes of Section 8, the last trading day of the month preceding the month in which Stock Units are converted into cash
for purposes of Section 8. 
 (r)        “Year” shall mean the calendar year.

  

 4 









	3.	ELIGIBILITY. 

 Each Director who receives
Director’s Fees for service on the Board of Directors shall be eligible to participate in the Plan. 
  

	4.	PARTICIPATION. 

 In order to participate in the
Plan for a particular Year, a Director must file a deferral election with the Secretary of the Corporation prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election to participate
shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly
elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty-day election period may not
later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services
performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period
multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. 
  

	5.	DEFERRAL ELECTION. 

 A Director who elects to
participate in the Plan shall file a deferral election on a form, which shall indicate: 
 (a)        The amount or percentage of Director’s Fees that such Director elects to defer pursuant to the terms of the Plan. This election shall apply to amounts deferred under the Plan until
modified by the Director. The Director shall notify the Secretary of the Corporation in writing of any such modification, which shall apply solely to amounts deferred with respect to Years following the Year in which the modification is made;

  

 5 








 (b)        The Year in which payment of the Director’s
Deferred Compensation Account and/or Stock Units shall commence; provided however, that payments shall commence no later than the Year following the Year in which the Director attains age 72 and, in the case of Stock Unit payments, to the extent
that Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, payment shall be made no earlier than six months after the last date on which Director’s Fees have been converted into Stock Units
on behalf of the Director (except in the case of payments made following the Director’s death, Disability or Separation from Service); 
 (c)        Whether the payment of such Director’s Deferred Compensation Account is to be made in a single lump sum or in a series of approximately equal installments over a period of years
specified by the Director (but in no event more than fifteen years). For purposes of the Plan, installment payments shall be treated as a single distribution under Section 409A of the Code; 
 (d)        Whether the percentage deferral election shall be effective only with respect to Director’s Fees
paid for the Year in which the Director’s participation in the Plan is to commence as determined pursuant to Section 4 above or shall apply with respect to Director’s Fees paid for that Year and all subsequent Years until revoked or
modified by the Director, it being intended that a Director shall have only one election in effect with respect to the Year during which payment is to commence and the form of the payment for all amounts deferred under the Plan. Notwithstanding the
preceding intention that a Director have only one election in effect with respect to the time and form of payment, (i) any elections in effect as of January 1, 2008, shall remain in effect unless changed in accordance with the terms of
Sections 5(f) or (g) of the Plan and (ii) a Director whose existing election provides for benefits to commence in the next Year or who has already begun receiving payments, may elect a new time and form of payment for amounts to be
deferred in subsequent Years. Changes to the Year of commencement and form of payment may be made only in accordance with the rules of Sections 5(f) or (g), below. The Director shall notify the Secretary of the Corporation in writing of any such
revocation or modification of a deferral election or permitted new election with respect to the time or form of payment, which elections shall apply solely to amounts deferred with respect 

  

 6 








 
to Years following the Year in which the revocation, modification or new payment election is made; and 
 (e)        The percentage of the Director’s Fees deferred pursuant to the election, which is to be converted
into Stock Units. This election shall apply to the Year in which the Director’s participation in the Plan commences and to all subsequent Years until modified by the Director. The Director shall notify the Secretary of the Corporation in
writing of any such modification, which shall apply solely to amounts deferred with respect to years following the Year in which the modification is made. 
 (f)        Notwithstanding any provision herein to the contrary, a Director or former Director may revoke a previous election and make a new election as to the time and form of
distribution under the Plan. Such new election shall take effect 12 months after it is filed with the Secretary of the Corporation and shall apply only to that portion of the Director’s or former Director’s Deferred Compensation Account
and/or Stock Units scheduled to be paid more than 12 months after the date the election is filed with the Secretary of the Corporation; provided, however, that the newly scheduled distribution date must be at least five years later than the
originally scheduled distribution date. 
 (g)        Directors may make a special distribution
election to change the time and form of the distribution of their Deferred Compensation Accounts and Stock Units, provided that the distribution election is made at least twelve months in advance of the newly elected distribution date and the
previously scheduled distribution date and the election is made no later than December 31, 2008. No election under this Section 5(g) shall (i) change the payment date of any distribution otherwise scheduled to be paid in 2008 or cause
a payment to be paid in 2008, or (ii) be permitted after December 31, 2008. 
  

	6.	TREATMENT OF DEFERRED ACCOUNTS. 

 Upon receipt of a
duly filed deferral election, the Corporation shall establish a Deferred Compensation Account to which shall be credited an amount equal to that portion of the Director’s Fees which would have been payable currently to the Director but for the
terms of the deferral election and which is not converted into Stock Units. If the deferral election includes an 

  

 7 








 
election to convert a percentage of the Director’s Fees deferred pursuant to the election into Stock Units, the number of full and fractional Stock
Units shall be determined by dividing the amount subject to such an election by the Value of the Corporation’s common stock on the Valuation Date. 
 Director’s Fees shall be credited to Director’s Deferred Compensation Account or converted into Stock Units on a quarterly basis as follows: 
 (a)        The deferred portion of one-fourth of the annual retainer fee (other than the portion to be credited
to Stock Units) shall be credited to a Director’s Deferred Compensation Account as of the first day of each calendar quarter; 
 (b)        The deferred portion of the fee for any meeting of the Board or any committee thereof (other than the portion to be credited to Stock Units) shall be credited to a Director’s Deferred
Compensation Account as of the first day of the month following the date of such meeting; 
 (c)        The deferred portion of one-fourth of the annual retainer fee which is to be credited as Stock Units shall be credited to the Director’s Account as of the first trading day of the
calendar quarter; and 
 (d)        The deferred portion of the fees for any meetings of the Board or
any committee thereof which are to be credited as Stock Units shall be accumulated in the Participant’s Deferred Compensation Account and credited as Stock Units on the first trading day of the next calendar quarter. 
  

	7.	TREATMENT OF DEFERRED COMPENSATION ACCOUNT AND STOCK UNITS DURING DEFERRAL PERIOD. 

 (a)        Deferred Compensation Account. Interest shall be credited on the balance of each
Director’s Deferred Compensation Account commencing with the date as of which any amount is credited to the Deferred Compensation Account and continuing up to the last day of the quarter preceding the month in which payment of the amounts
deferred pursuant to the Plan is made. Such interest shall become a part of the Deferred Compensation Account and shall be 

  

 8 








 
paid at the same time or times as the balance of the Deferred Compensation Account. For periods prior to July 1, 2008, such interest for each calendar
quarter during the deferral period shall be computed at 70% of the higher of the following averages: (i) the prime rate charged by the major commercial banks as of the first business day of each calendar month (as reported in an official
publication of the Federal Reserve System), or (ii) the average monthly long-term rate of A rated corporate bonds (as published in Moody’s Bond Record). For periods on and after July 1, 2008, interest shall be credited at 120% of the
long-term applicable federal rate, with quarterly compounding, as published under Section 1274(d) of the Code for the first month of the calendar quarter. Such interest shall be compounded quarterly. 
 (b)        Stock Units. Dividend Equivalents shall be credited with respect to each Stock Unit credited to
a Director on each dividend record date. Such Dividend Equivalents shall themselves be converted into Stock Units as of the dividend payment by dividing the amount of the Dividend Equivalents by the Value of the Corporation’s Common Stock as of
the dividend payment date. 
 (c)        Effect of Certain Transactions. In the event of a
change in the number of outstanding shares of the Corporation’s common stock by reason of a stock split, stock dividend, or other changes in capitalization, an appropriate adjustment shall be made in the number of each Director’s Stock
Units determined as of the date of such occurrence. 
  

	8.	FORM AND TIME OF PAYMENT OF DEFERRED COMPENSATION ACCOUNT. 

 Payment of a Director’s Deferred Compensation Account shall be made or commence to be made in cash prior to January 31 in each year in which a payment is to be made in accordance with the Director’s deferral election. Payment
of a Director’s Stock Units shall also be made at such time except that, if the applicable January 31 occurs within the six-month period beginning on the last date on which Director’s Fees have been converted into Stock Units on
behalf of the Director and to the extent the Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, then payment of the Director’s Stock Units shall be made on the last day of the month in
which such six-month period expires. Notwithstanding the previous sentence, Stock Unit payments shall be made following the Director’s death, Disability or the date the Director Separates from Service, without regard to whether such six-


  

 9 








 
month period has expired. A Director shall continue to be credited with Dividend Equivalents during any such delay in payment. For the purpose of payment,
Stock Units shall be converted to cash based on the Value of the Corporation’s common stock on the applicable Valuation Date. 
 In the
case of a Director who has both a Deferred Compensation Account and Stock Units, if a partial distribution of a deferred portion of Director’s Fees is to be made and if the Director’s Stock Units are immediately payable in accordance with
the previous paragraph, payment shall be made partially from the Director’s Deferred Compensation Account and partially from Stock Units, in proportion to the relative size of the Deferred Compensation Account and the Stock Units. If the
Director’s Stock Units are not immediately payable in accordance with the previous paragraph, the partial payment shall be made entirely from the Director’s Deferred Compensation Account. 
 Notwithstanding any other provision of the Plan to the contrary: 
 (a)        No distribution shall be made from the Plan that would constitute an impermissible acceleration of payment as defined in Section 409A(a)(3) of the Code and
regulations promulgated thereunder; and 
 (b)        To the extent Code Section 409A(a)(2)(B),
which applies to certain “specified employees,” is applicable to distributions to Directors under this Plan, no payment shall be made by reason of a Separation of Service before the date which, is six (6) months and one day following
the Director’s Separation of Service or the Director’s death, if earlier. Any payments which would otherwise have been payable to a Director during the period of delay shall be made in a lump sum following the end of such delay. A
Director’s Accounts shall continue to be credited with interest and Dividend Equivalents during the period of such delay. 
  

	9.	EFFECT OF DEATH OF PARTICIPANT. 

 Upon the death of
a participating Director, all amounts, if any, remaining in his or her Deferred Compensation Account and all Stock Units shall be distributed to the Beneficiary designated by the Director. Such distribution shall be made at the time or times
specified in the Director’s deferral election. If the designated Beneficiary does not survive the Director or dies before receiving payment in full of the Director’s Deferred Compensation Account and Stock 

  

 10 








 
Units, payment shall be made to the estate of the last to die of the Director or the designated Beneficiary. 
  

	10.	PARTICIPANT’S RIGHTS UNSECURED. 

 The interest
under the Plan of any participating Director and such Director’s right to receive a distribution of his or her Deferred Compensation Account and Stock Units shall be an unsecured claim against the general assets of the Corporation. The Deferred
Compensation Account and Stock Units shall be bookkeeping entries only and no Director shall have an interest in or claim against any specific asset of the Corporation pursuant to the Plan. 
  

	11.	STATEMENT OF DEFERRED COMPENSATION ACCOUNT AND STOCK UNITS. 

 The Secretary of the Corporation shall provide an annual statement of each participating Director’s Deferred Compensation Account and Stock Units no later than January 31 each year. 
  

	12.	NONASSIGNABILITY OF INTERESTS. 

 The interest and
property rights of any Director under the Plan shall not be subject to option nor be assignable either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor’s process, and any act in violation of this Section 12 shall be void. 
  

	13.	ADMINISTRATION OF THE PLAN. 

 The Plan shall be
administered by the Committee. In addition to the powers and duties otherwise set forth in the Plan, the Committee shall have full power and authority to administer and interpret the Plan, to establish procedures for administering the Plan and to
take any and all necessary action in connection therewith. The Committee’s interpretation and construction of the Plan shall be conclusive and binding on all persons. 
 Within 30 days after a Change of Control (as defined in Section 16), the Committee shall appoint an independent committee consisting of at least
three current (as of the effective date of the Change of Control) or former Corporation officers and directors, which shall thereafter 

  

 11 








 
administer all claims for benefits under the Plan. Upon such appointment the Committee shall cease to have any responsibility for claims administration under
the Plan. 
  

	14.	AMENDMENT OR TERMINATION OF THE PLAN. 

 (a)        The Board may amend, suspend or terminate the Plan at any time. The foregoing notwithstanding, the Plan may not be amended (including any amendment to this Section 14) or terminated by
the Board if such amendment or termination would alter the provisions of this Section 14 or adversely affect or impair the Director’s rights to receive payment with respect to the Director’s Deferred Compensation Account or Stock
Units. 
 (b)        Except as provided in Section 14(c) or as otherwise permitted under
Section 409A of the Code, in the event of termination of the Plan, the Directors’ Deferred Compensation Accounts and Stock Units may, in the Board’s discretion, be distributed within the period beginning twelve months after the date
the Plan was terminated and ending twenty-four months after the date the Plan was terminated, or pursuant to Section 8, if earlier. If the Plan is terminated and Deferred Compensation Accounts and Stock Units are distributed, the Board shall
terminate all account balance non-qualified deferred compensation plans with respect to all Directors and shall not adopt a new account balance non-qualified deferred compensation plan for at least three years after the date the Plan was terminated.
A termination and liquidation of the Plan under this Section 14(b) shall be made only in compliance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(c). 
 (c)        The Board may terminate the Plan upon a corporate dissolution of the Corporation that is taxed under Section 331 of the Code or with the approval of a bankruptcy
court pursuant to 11 U.S.C. Section 503(b)(1)(A), provided that the Directors’ Deferred Compensation Accounts and Stock Units are distributed and included in the gross income of the Directors by the latest of (i) the Year in which the
Plan terminates or (ii) the first Year in which payment of the Deferred Compensation Accounts and Stock Units is administratively practicable. 
  

	15.	SUCCESSORS AND ASSIGNS. 

 The Plan shall be binding
upon the Corporation, its successors and assigns, and any parent corporation of the Corporation’s successors or assigns. Notwithstanding that the Plan 

  

 12 








 
may be binding upon a successor or assign by operation of law, the Corporation shall require any successor or assign to expressly assume and agree to be
bound by the Plan in the same manner and to the same extent that the Corporation would be if no succession or assignment had taken place. 
  

	16.	CHANGE IN CONTROL. 

 For purposes of the Plan,
“Change of Control” shall mean 
 i) Upon consummation of a reorganization, merger or consolidation involving the Corporation (a
“Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the then outstanding shares of common
stock of the Corporation (the “Outstanding Common Stock”) and the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”) immediately
prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation either directly or through one or more
subsidiaries), (B) no individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (excluding any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) sponsored or maintained by the Corporation or such other corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership is based on the beneficial ownership,
directly or indirectly, of Outstanding Common Stock or Outstanding Voting Securities immediately prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such
Business Combination 

  

 13 








 
were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

 ii) On the date that individuals who, as of May 19, 2006 constitute the Board of Directors (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to May 19, 2006 whose election, or nomination for election by the Corporation’s stockholders,
was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors, an actual or threatened solicitation of proxies or consents or any other actual or threatened action by, or on
behalf of any Person other than the Board of Directors; or 
 iii) Upon the acquisition after May 19, 2006 by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (A) the then Outstanding Common Stock or (B) the combined voting power of the Outstanding Voting Securities; provided, however, that the following acquisitions shall not be deemed to be covered by
this Section (iii): (x) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Corporation, (y) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or (z) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of
Section (i); or 
 iv) Upon the consummation of the sale of all or substantially all of the assets of the Corporation or approval by the
stockholders of the Corporation of a complete liquidation or dissolution of the Corporation. 
  

 14