AMENDMENT TO POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT
Exhibit (10)(h)(i)
AMENDMENT TO
POTLATCH CORPORATION
BENEFITS PROTECTION TRUST AGREEMENT
This Amendment to the Potlatch Corporation Benefits Protection Trust Agreement (this “Amendment”) is made by Potlatch Corporation, a Delaware corporation (hereinafter called the “Corporation”).
WITNESSETH:
WHEREAS, the Corporation previously adopted the Trust Agreement known as the “POTLATCH CORPORATION BENEFITS PROTECTION TRUST AGREEMENT,” As Amended and Restated Effective September 16, 2006, (hereinafter called the “Trust Agreement”);
WHEREAS, pursuant to Section 11(a) of the Trust Agreement, the Corporation retained the right to amend the Trust Agreement;
WHEREAS, the Corporation’s Executive Compensation and Personnel Policies Committee (“the Compensation Committee”) has been delegated the responsibility to review and approve any changes to the Trust Agreement; and
WHEREAS, the Compensation Committee has approved this Amendment to the Trust Agreement;
NOW, THEREFORE, the Corporation hereby amends the Trust Agreement, effective as of June 1, 2008, as follows:
I. A new Section 2(g) is hereby added to the Trust Agreement to read as follows:
(g) Notwithstanding the provision of the Trust to the contrary, in order to comply with Section 409A(b) of the Internal Revenue Code of 1986 as amended (the “Code”), the following rules shall apply:
(i) No assets will become restricted to the provision of benefits in connection with a change in the Corporation’s financial health or the occurrence of a “restricted period” as defined in Section 409A(b)(3)(B) of the Code (or other similar financial measure determined by the Secretary of the Treasury); and
(ii) In the event the Corporation (or any entity treated as a single employer with the Corporation under Section 414(b) or (c) of the Code) has a “restricted period” as defined in Code Section 409A(b)(3)(B) no contributions shall be made to the trust for the purpose of paying deferred compensation to an “applicable covered employee” as defined in Section 409A(b)(3)(D) of the Code under a nonqualified deferred compensation plan during such restricted period. In the event that contributions are made during a restricted period for the benefit of persons other than “applicable covered employees,” the Trustee shall establish such sub-accounts as necessary to separate funding contributed for the benefit of “applicable covered employees” and other persons.
II. Schedule I to the Trust Agreement is amended as set forth in the substitute pages attached hereto in order to include the Corporation’s Annual Incentive Plan and Management Deferred Compensation Plan, to provide for sub-accounting for amounts contributed under the Trust Agreement with respect to Directed Investment Accounts under the Management Deferred Compensation Plan and to update the Schedule.
IN WITNESS WHEREOF, the Company has executed this Agreement dated effective as of the 1st day of June, 2008.
| POTLATCH CORPORATION | ||
| By: | ||
| Name: | ||
| Title: | ||
Pursuant to Section 11(a) of the Agreement, U.S. Bank National Association as Trustee, hereby agrees to this Amendment to the Trust Agreement dated effective as of the 1st day of June, 2008.
| U.S. Bank, National Association |
| Attest |
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Schedule I
As Amended Through June 1, 2008
The Plans
Potlatch Forest Products Corporation Salaried Employees’ Supplemental Benefit Plan
Potlatch Forest Products Corporation Salaried Employees’ Supplemental Benefit Plan II
Potlatch Corporation Annual Incentive Plan
Potlatch Corporation Management Performance Award Plan
Potlatch Corporation Management Performance Award Plan II
Potlatch Forest Products Corporation Severance Program for Executive Employees
Potlatch Corporation Directors Deferred Compensation Plan
Potlatch Corporation Directors Deferred Compensation Plan II
Potlatch Corporation Directors Retirement Plan (frozen)
Potlatch Forest Products Corporation Employee Severance Plan1
Potlatch Corporation Management Deferred Compensation Plan2
Supplemental Retirement Benefit and Life Insurance Agreement Between Potlatch Corporation and Richard B. Madden dated as of February 19, 1988
Severance and/or Employment Agreements:
Akerman, Jr., Emory S.
Bacon, John W.
Beech, John M.
Biazzo, Thomas A.
Black, Douglas L.
Brenner, Richard J.
Bullard, Richard W.
Cheek, George C.
Clark, Kenneth L.
Collier, James L.
Covey, Michael J.
Davis, Brian W.
DeBorde, Robert M.
Deward, Carl
Durand, Daniel J.
Fleshman, Nancy (survivor of James Fleshman)
| 1 | The contributions made to the Trust Fund by the Corporation with respect to the Employee Severance Plan shall be held in a separate sub-account and the provisions of Section 3 shall apply separately to such sub-account. |
| 2 | The contributions made to the Trust Fund by the Corporation with respect to the Directed Investment Accounts under the Management Deferred Compensation Plan shall be held in a separate sub-account and the provisions of Section 3 shall apply separately to such sub-account. |
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Grove, Gail (survivor of Harry Grove)
Hanby, Jr., John E.
Hawley Jr., Robert J.
Kosloski, Ervin D.
Krantz, Irwin W.
Madden, Richard B.
Martin, F. Lynn
McAdoo, James C.
Morton, G. William
Nordholm, Richard
Norha, Patrick R.
Page, Gordon R.
Palkie, Thomas G.
Powell, Sandra T.
Robison, John G.
Rosenbaum, Lester G.
Saarela, Edward
Smrekar, Thomas J.
Tate, Terry H.
Warner, Richard V.
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