The Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective ​, by the Board of Directors of Potlatch Corporation, and most recently amended and restated effective ​ to provide Directors an opportunity to defer payment of their Director’s Fees and to credit their Deferred Equity-Based Awards. The Plan is also intended to assist the Company in attracting and retaining persons of outstanding achievement and ability as members of the Board.

The Plan is the successor plan to the Potlatch Corporation Deferred Compensation Plan for Directors II was adopted effective(the “Prior Plan”). Effective ​, by the BoardPrior Plan was frozen and no new contributions will be made to it; provided, however, that any deferrals of Directors of Potlatch Corporation, and most recently amended and restated effective ​ to provide Directors an opportunity to defer payment of their Director’s Fees made under the Prior Plan before ​ continue to be governed by the terms and to credit theirconditions of the Prior Plan as in effect on ​ or on the date of any later amendment, provided that such amendment is not a material modification of the Prior Plan under Section 409A. Deferred Equity-Based Awards. The Plan is also intendedAwards are subject to assist the Company in attractingterms and retaining personsconditions of outstanding achievement and ability as members of the Board.this Plan.