0001193125-09-042452 Sample Contracts

POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT (As Amended and Restated Effective December 5, 2008)
Benefits Protection Trust Agreement • March 2nd, 2009 • Potlatch Corp • Real estate investment trusts • Washington

This amended and restated Trust Agreement, originally made as of the first day of January, 1990, by and between POTLATCH CORPORATION, a Delaware corporation (the “Corporation”) and U.S. Bank National Association (formerly First Trust National Association) (the “Trustee”), and amended and restated to read as follows, is effective as of December 5, 2008.

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Amendment No. 6 to Schedule A to Exhibit (10)(j) February 18, 2009
Indemnification Agreement • March 2nd, 2009 • Potlatch Corp • Real estate investment trusts

The following table sets forth the name of each current director of Potlatch Corporation who has executed the Indemnification Agreement filed as Exhibit (10)(j):

October 24, 2008 CONFIDENTIAL Michael J. Covey Dear Mike,
Employment Agreement • March 2nd, 2009 • Potlatch Corp • Real estate investment trusts • Washington

As you know, the term of your employment agreement with Potlatch Corporation (“Potlatch”) dated February 6, 2006, which is attached as Appendix A to this letter (the “Agreement”), will end on February 6, 2009, at which time you will be an at-will employee of Potlatch. The retirement benefits provided to you in the Agreement will continue past the term of the Agreement. The Agreement provides for a minimum retirement benefit of $26,800 per month, which will be offset by pension benefits paid under the Potlatch pension plan, supplemental pension plan and your former employer’s pension plan and supplemental pension plan.

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