POTLATCHDELTIC CORPORATION BENEFITS PROTECTION TRUST AGREEMENT

(As Amended and Restated Effective September 1, 2018)

TABLE OF CONTENTS

SECTION 1. DEFINITIONS 1

SECTION 2. CREATION OF TRUST; CONTRIBUTIONS 4

SECTION 3. PAYMENTS FROM THE TRUST 5

SECTION 4. MANAGEMENT OF TRUST ASSETS 8

SECTION 5. POWERS OF TRUSTEE 12

SECTION 6. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE 13

SECTION 7. RECORDS AND ACCOUNTING 13

SECTION 8. INDEMNIFICATION AND LIMITATION OF LIABILITY 14

SECTION 9. ADMINISTRATION OF THE PLANS; COMMUNICATIONS 15

SECTION 10. RESIGNATION OR REMOVAL OF TRUSTEE 15

SECTION 11. AMENDMENT OF AGREEMENT; TERMINATION OF TRUST 16

SECTION 12. CONFIDENTIALITY 17

SECTION 13. FORCE MAJEURE 17

SECTION 14. GOVERNING LAW; SEVERABILITY 18

POTLATCHDELTIC CORPORATION BENEFITS PROTECTION TRUST AGREEMENT

As Amended and Restated Effective September 1, 2018

This amended and restated Trust Agreement, originally made as of January 1, 1990 and most recently amended and restated as of February 14, 2014, by and between POTLATCHDELTIC CORPORATION, a Delaware corporation (the "Company") and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Trustee"), is hereby amended and restated to read as follows, effective as of September 1, 2018.

WITNESSETH:

Whereas the Company has adopted the nonqualified deferred compensation plans, programs and policies and has entered into the contracts listed on Schedule 1 (collectively, the "Plans") and may adopt or enter into other such plans, programs, policies and contracts which will be listed from time to time on Schedule 1; and

Whereas the Company's obligations pursuant to the Plans are not funded or otherwise secured and the Company desires to take steps to assure that, subject to the claims of the Company's general creditors, the future payment of amounts under the Plans will not be improperly withheld in the event that a Change of Control (as hereinafter defined) of the Company should occur;

Whereas the Company wishes to establish a trust (hereinafter called a "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, as defined herein, until paid to participants and beneficiaries of the Plans in such manner and at such times as specified in the Plans;

Whereas, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("BRISA") or as an a1Tangement otherwise not subject to ERISA;

Whereas, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plans;

Now, therefore, the Company and the Trustee hereby establish the Trust and agree that the Trust shall be comprised, held, and disposed of as follows:

SECTION 1. DEFINITIONS

(a) "Benefit Commitments" means:

(i) all benefits that are accrued or payable (whether on a current or deferred basis) under the Plans as of the date of the Change of Control and

(ii) all benefits that may become payable under the Plans as in effect on the date of the Change of Control as a result of termination of a participant's employment after such Change of Control, as described in Section 2(d).

(i) The consummation of a merger or consolidation involving the Company (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 Company (the "O1.1tstandingCommon Stock") and the then outstanding voting securities of the Company 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 fifty percent (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 or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company either directly or through one (1) or more subsidiaries),

Section 13(d)(3) or 14(d)(2) of the Exchange Act (a "Person") (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or such other corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of common stock or common equity of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity 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 p1ior to the Business Combination, or

(C) at least a majority of the members of the Board of Directors of the Company or other entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement providing for, or of the action of the Board to approve, such Business Combination; or

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the Company 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 of the Company, 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 Incumbent Board; or

covered by this paragraph:

(I) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company;

(iv) The consummation of the sale, lease or exchange of all or substantially all of the assets of the Company.

(c) "Company" means PotlatchDeltic Corporation, a Delaware corporation, and its successor and assigns.

(d) "Insolvent" and "Insolvency" means that the Company is unable to pay its debts as they become due or is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(e) "Participants" mean the active and former directors and employees of the Company or its subsidiaries or affiliates who are entitled to benefits under the Plans.

(f) "Plans" mean the nonqualified plans, programs, policies and contracts listed on Schedule I adopted or maintained by the Company or a subsidiary or affiliate of the Company. The Company may from time to time add to or delete items from Schedule 1 by notifying the Trustee in writing; provided, however, that no such change to Schedule 1 may be

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made after a Change of Control has occurred. The Company shall provide the Trustee with a current copy of each Plan and any amendments thereto.

(g) "Trust" means the PotlatchDeltic Corporation Benefits Protection Trust established pursuant to this Agreement.

(h) "Trustee" means Wells Fargo Bank, National Association, or any successor trustee appointed pursuant to Section 10.

(i) "Trust Fund" means all moneys, securities and other property held by the Trustee under the Trust.

SECTION 2. CREATION OF TRUST; CONTRIBUTIONS

(a) Concurrently with the original execution of this Agreement, the Company deposited with the Trustee a certain amount in cash, which became the principal of the Trust to be held, administered, and disposed of by the Trustee as provided in this Agreement. From time to time the Company shall also deposit with the Trustee such contributions as may be permitted or required pursuant to Sections 2(c) and 2(d) of this Agreement. All such contributions and all accumulations and accruals, and the income (net of expenses and taxes) with respect thereto, shall be held by the Trustee in trust pursuant to this Agreement and shall be invested, reinvested and applied as provided herein. The Trustee hereby accepts being named as Trustee under tl1is Agreement and agrees to hold the Trust Fund subject to all of the terms and conditions hereof.

(b) The Trust established hereunder shall be revocable by the Company at any time before a Change of Control, but shall be irrevocable upon and after a Change of Control. The Trust is intended to be a grantor trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as ai11ended, (more commonly known as a "rabbi trust") and shall be construed accordingly. All income earned on the assets of the Trust Fund shall be taxable to the Company, whether before or after the Trust becomes irrevocable. All taxes with respect to the Trust shall be payable by the Company from its separate funds and shall not be charged against the Trust Fund. The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Participants and general creditors as set forth

herein. Participants and their beneficiaries shall have no preferred claim on, or beneficial ownership interest in, ai1y assets of the Trust. Any rights created under the Plans and this Agreement shall be mere unsecured contractual rights of participants of the Plans and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of insolvency.

(c) The Company, with the concurrence of the Trustee, may at ai1y time deposit with the Trustee additional cash or marketable securities to be credited to the Trust Fund. Neither the Trustee nor any participant or beneficiary of the Plans shall have any right to compel such additional deposits.

(d) Within 30 days after a Change of Control has occurred, the Company shall irrevocably deposit with the Trustee cash or marketable securities (other than stock or debt obligations of the Company) to be credited to the Trust Fund in an amount which, when added to

any funds already credited to the Trust Fund, the Company reasonably determines will be at least sufficient to pay:

(i) the Benefit Commitments, and

(ii) all anticipated future expenses of the Trust Fund, including the fees and expenses of the Trustee described in Section 6(b).

(f) The Trustee shall not be responsible for the computation or collection of any contribution to the Trust Fund.

(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:

No assets will become restricted to the provision of benefits in connection with a change in the Company's financial health or the occurrence of a "restricted period" as defined in

Section 409A(b)(3)(B), and the Company shall not make contributions 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 Company will thereafter direct the Trustee to establish such sub-accounts as necessary to separate funding contributed for the benefit of applicable covered employees" and other persons.

SECTION 3. PAYMENTS FROM THE TRUST

(a) Upon the effective date of this Agreement, the Company shall furnish the Trustee with written information regarding the Participants and their beneficiaries under the Plans and the dates of distribution and amounts of benefits under the Plans and shall update such information on a regular basis. The entitlement of a Participant or beneficiary of the Plans to benefits under the Plans shall be determined by the Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(b) The Company shall have tl1e duty to notify the Trustee if a Change of Control occurs. After a Change of Control, tl1e Company shall: (i) within 30 days furnish to the Trustee the information described in (a) above with respect to the Benefit Commitments which are then payable under the Plans; (ii) update such information with respect to all Plans not less

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frequently than annually; and (iii) furnish the Trustee with any other information the Trustee may reasonably request witl1in 30 days after such request.

(c) Before a Change of Control, the Trustee shall make payments from the Trust Fund to Participants and their beneficiaries under the Plans if so directed by the Company. The Company shall deliver to the Trustee a schedule (a "Payment Schedule") that indicates the amounts payable in respect of each Participant and beneficiary of the Plans, that provides a f01mula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to participants and beneficiaries of the Plans in accordance with the Payment Schedule. The Company shall have the right to direct the Trustee to pay over to the Company funds from the Trust Fund for any purpose at any time before a Change of Control.

(f) Payments to Participants and their beneficiaries pursuant to Sections 3(c) and 3(d) shall be made by the Trustee to the extent that funds in the Trust Fund are sufficient for such purpose. The Company may make payment of benefits directly to Participants and their beneficiaries as they become due under the terms of the Plans. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. The Company may direct the Trustee in writing to reimburse the Company from the Trust assets for amounts paid directly to the Participants or their beneficiaries by the Company. The Trustee shall reimburse the Company for such payments promptly after receipt by the Trustee of satisfactory evidence that the Company has made the direct payments. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plans, the Company shall make the balance of each such payment as it falls due or shall direct the Trustee as to modifications required to the then current Payment Schedule. In making any determination required or permitted to be made by the Trustee under this Section, the Trustee shall, in each such case, reach its own independent determination, in its absolute and sole discretion, as to the amount or form of the Participant's or beneficiary's payment hereunder. In making its dete1mination, the Trustee may consult with and make such inquiries of such persons, including the Participant or beneficiary, the Company, legal counsel, actuaries or other persons, as the Trustee may reasonably deem necessary. Any reasonable costs incurred by the Trustee in arriving at its determination shall be reimbursed by the Company and, to the extent not paid by the Company within a reasonable time, shall be charged to the Trust. The Company waives any right to contest any amount paid over by the Trustee hereunder pursuant to a good faith

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determination made by the Trustee notwithstanding any claim by or on behalf of the Company (absent a manifest abuse of discretion by the Trustee) that such payments should not be made.

(g) The Board of Directors and the Chief Executive Officer of the Company shall have the duty to notify the Trustee in writing of the Company's Insolvency. Except as provided in the next sentence or to the extent the Trustee has actual knowledge of insolvency, the Trustee shall have no duty to inquire whether the Company is Insolvent. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company is Insolvent, the Trustee shall independently determine or, within 30 days after receipt of such notice, shall petition a court to determine whether the Company is Insolvent and shall suspend benefit payments pending such determination. The Company shall promptly provide all information reasonably requested by the Trustee to enable the Trustee or the court to make such determination. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee a reasonable basis for making a determination concerning the Company's solvency. If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Agreement shall in any way diminish the rights of Participants and their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plans or otherwise.

01) The Trustee shall resume the payment of benefits to Participants and their beneficiaries only after the Trustee has dete rmined that the Company is not Insolvent (or is no longer Insolvent.) Provided that there are sufficient assets, if the Trustee discontinues or suspends benefit payments under Section 3(h) or 3(i) and subsequently resumes such payments, the first payment following such discontinuance or suspension shall include the aggregate amount of all payments that would have been made under the Plans during the period of discontinuance or suspension, less the aggregate amount of any payments made by the Company to the Participant or beneficiary pursuant to the Plans during such period, together with interest equal to 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 each calendar quarter. The Company will direct the Trustee as to the amount of such first payment following discontinuance or suspension.

(i) No Participant or beneficiary shall have any claim on or beneficial ownership interest in any assets of the Trust Fund before such assets are paid to the Participant or beneficiary, and all rights created under the Plans shall be unsecured contractual rights against the Company.

(j) Except as otherwise provided hereunder, after the Trust has become irrevocable, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Participants and their beneficiaries pursuant to the te1ms of tl1e Plans.

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SECTION 4. MANAGEMENT OF TRUST ASSETS

In carrying out any directions of the Company, investment manager or investment committee issued in accordance with this Trust Agreement, the Trustee may rely upon any order, certificate, notice, direction or other documentary confirmation purporting to have been issued by the

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Company, investment manager or investment committee which the Trustee believes to be genuine and to have been issued by the Company, investment manager or investment committee. The Trustee shall not be charged with knowledge of the tem1ination of the appointment of any investment manager or investment committee until it receives written notice thereof from the Company.

The Company, prior to a Change of Control, may direct the Trustee to invest in securities (including stock and the rights to acquire stock) or obligations issued by the Company.

At the direction of the Company, the Trustee shall exercise any and all voting rights associated with the Trust assets, give proxies, participate in any voting trusts, mergers, consolidations or liquidations, tender shares and exercise stock subscriptions or conversion rights.

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(10) To exercise any and all voting rights associated with Trust assets, give proxies, participate in any voting trusts, mergers, consolidations or liquidations, tender shares and exercise stock subscription or conversion rights;

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Bank or other depository in the same account as any individual property of the Trustee, and provided, further, that the books and records of the Trustee shall at all times show that all such securities are part of the Trust Fund;

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Change of Control, no such substitution shall be pe1mitted unless the Trustee determines that the fair market values of the substituted assets are equal.

SECTION 5. POWERS OF TRUSTEE

Subject to Sections 3 and 4, the Trustee shall have full power and authority with respect to any and all moneys, securities and other property at any time received or held in the Trust Fund to do all such acts, take all such proceedings and exercise all such rights and privileges, whether herein specifically referred to or not, as could be done, taken or exercised by the absolute owner thereof, including, without in any way limiting the generality of the foregoing, the following:

(a) To collect and receive the income of the Trust Fund and to invest and reinvest the Trust Fund in investments of any kind, including but not limited to investments administered, advised, custodied, issued, offered, sponsored, underwritten, or otherwise serviced by the Trustee or any of the Trustee's affiliates; To pay the expenses of the Trust (excluding any taxes payable by the Company under Section 2(b)) out of the Trust Fund, including the fees and reasonable expenses of the Trustee and including reasonable compensation for its services as Trustee (if and to the extent that the Company does not pay such expenses and compensation);

(b) To employ suitable agents and counsel, and pay their reasonable expenses and compensation out of the Trust Fund (if and to the extent that the Company does not pay such expenses and compensation);

reserves of cash or other assets of the Trust Fund in the banking department of any affiliate of the Trustee, without liability for interest thereon, for the payment of expenses, or for distributions pursuant to the Plans, or for any other purpose in connection with the Plans, notwithstanding the affiliate's receipt of “float" from such uninvested cash;

(e) To deposit any moneys at any time held in the Trust Fund in any savings bank, in the savings department of any bank or in a banking affiliate of the Trustee;

(f) To invest assets of the Trust Fund in any mutual funds advised by the Trustee or any of its affiliates or for which an affiliate of the Trustee acts as a custodian or other service provider m1d to receive management fees from such mutual funds for services performed for such funds;

(g) To have, respecting bonds, shares of corporate stock and other securities, all the rights, powers and privileges of an owner, including holding securities in the name of the Trustee or in the name of a nominee securities depository with or without disclosure of the Trust, voting any corporate stock either in person or by proxy, with or without power of substitution, making payment of calls, assessments or other sums deemed by the Trustee expedient for the protection of the Trust Fund, exchanging securities, selling or exercising stock subscriptions or conversion rights, participating in foreclosures, reorganizations, consolidations, mergers, liquidations,

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pooling agreements, voting trusts, and assenting to corporate sales, leases and encumbrances. Prior to a Change of Control, the Trustee may provide to the Company the proxy of any security when in the Trustee's judgment the Trustee or one of its affiliates may have a conflict of interest;

(h) To enter into any contracts with, or purchase any annuities from, any insurance company or insurance companies for the purpose of providing for distributions under the Plans; and

(i) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Trust or the Trust Fund; to commence or defend legal proceedings for or against the Trust; and to represent the Trust in all proceedings in any court of law or equity or before any other body or tribunal.

(j) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

SECTION 6. TAXES, EXPENSES AND COMPENSATION OF TRUSTEE

The Company shall pay any federal, state, local or other taxes imposed with respect to the assets or income of the Trust Fund. The fees and expenses of the Trustee may be revised from time to time as agreed to by the parties. A schedule of the Trustee's fees and expenses shall be agreed upon by the parties hereto. The Trustee's reasonable expenses, including but not limited to the retention of legal counsel, accountants and actuaries and such other professionals as the Trustee determines are necessary or appropriate to enable it to perform its services as Trustee, shall be charged to and payable from the Trust Fund on a monthly basis, or on such other basis as the Trustee deems reasonable, except to the extent that such fees and expenses are paid by the Company.

SECTION 7. RECORDS AND ACCOUNTING

The Trustee shall keep accurate and detailed records and accounts with respect to all assets included in the Trust Fund and all investments, receipts and disbursements and other transactions involving the Trust, except that the Company shall maintain all accounts for Participants and their beneficiaries as provided in the Plans. Within 60 days following the close of each calendar year or the date of removal or resignation of the Trustee or termination of the Trust, the Trustee shall file with the Company a written repo1t setting forth all investments, receipts, disbursements and other transactions effected by it during the calendar year or part thereof for which the report is filed, in such form as the Company and the Trustee shall agree.

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The Trustee also shall render such additional statements or reports to the Company as the Company may reasonably request from time to time. Upon the expiration of one hundred eighty

SECTION 8. INDEMNIFICATION AND LIMITATION OF LIABILITY

The Company shall indemnify and hold the Trustee harmless from and against any liability, and the Trustee will incur no liability to any person for, any claims, liabilities, losses, costs, taxes, penalties, interest, and expenses (including reasonable attorneys' fees) that may be imposed on, included by, or asserted against the Trustee by reason of the Trustee's actions or omissions in connection with this Agreement or the Trust, including but not limited to actions or omissions consistent with directions provided hereunder, unless arising from the Trustee's own gross negligence, willful misconduct, or material breach of the provisions of or its obligations under this Agreement. The Trustee shall not be required to give any bond or any other security for the faithful performance of its duties under this trust agreement, except as required by law.

All indemnifications and releases provided in this Agreement will survive any Change of Control and the termination of this Agreement.

The Trustee will have no duty to (i) apply for or obtain a ruling from the Internal Revenue Service as to, or otherwise determine, the tax consequences of the Plans, the Plan documents, the Trust, or this Agreement, as to the Company, Participants, beneficiaries, or otherwise, including but not limited to whether the arrangement created hereunder is a safe harbor rabbi trust and whether any action hereunder complies with Code Section 409A; (ii) construe the terms of the Plans; determine eligibility under the Plans (including eligibility for participation, vesting, and distribution, as well as the timing, amount, and form thereof); resolve benefit claims or claim appeals; maintain participant-level records; or otherwise function as the administrator of the Plans; (iii) unless otherwise required by law, give notices or make filings required by applicable statutes or regulations for any plan; (iv) determine, monitor, or collect contributions; (v) inquire whether the Company has timely filed a top-hat exemption letter or has othe1wise satisfied the reporting and disclosure obligations of Part I of Title I of ERISA; (vi) determine, conduct a review of, make recommendations with respect to, or otherwise question the investment policy guidelines, the classes of permissible investments under this Agreement; buying, holding, or selling Trust assets with respect to any portion of the Trust over which anyone other than the Trustee has investment authority; and the compliance of such buying, holding, and selling with the investment policy guidelines; (vii) monitor service providers hired by the Company; or (viii) make a distribution to the extent that Trust assets, when reduced by taxes applicable to such distribution, when further reduced by expenses payable by the Trust, are less than the amount of the payment.

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SECTION 9. ADMINISTRATION OF THE PLANS; COMMUNICATIONS

(a) The Company shall administer the Plans as provided therein and subject to Section 3(d), the Trustee shall not be responsible in any respect for administering the Plans. The Trustee shall not be responsible for the adequacy of the Trust Fund to meet and discharge all payments and liabilities under the Plans.

(b) Any action of the Company under any provision of this Agreement shall be evidenced by a written instrument signed by an authorized agent of the Company. The Company shall furnish the Trustee from time to time with evidence satisfactory to the Trustee as to the agents authorized to sign such instruments.

(c) If a provision of this Trust Agreement requires that a communication or document be provided to the Trustee in writing or written form, that requirement may also be satisfied by a facsimile transmission, electronic mail or other electronic transmission of text (including electronic records attached thereto), if the Trustee reasonably believes such communication or document has been signed, sent or presented (as applicable) by any person or entity authorized to act on behalf of the Company. If this Trust Agreement requires that a communication or document be signed, an electronic signature satisfies that requirement. Any electronic mail or other electronic transmission of text will be deemed signed by the sender if the sender's name or electronic address appears as part of, or is transmitted with, the electronic record. The Trustee will not incur any liability to anyone resulting from actions taken in good faith reliance on such communication or document. Nor shall the Trustee incur any liability in executing instruction from any person or entity authorized to act on behalf of the Company prior to receipt by it of notice of the revocation of the written authority of such person or entity.

SECTION 10. RESIGNATION OR REMOVAL OF TRUSTEE

(a) The Trustee may resign at any time and for any reason before a Change of Control upon written notice to the Company. After receipt of such written notice, the Company shall appoint a successor trustee that will become Trustee upon its acceptance of the Trust. The Trustee's resignation shall become effective upon the earlier of the date six months after such written notice is provided or the date the successor trustee is appointed by the Company and accepts the Trust. If the Company fails to deliver to the Trustee a successor's written acceptance of ownership within six months of received notice of the Trustee's resignation, the Trustee may immediately petition a court of competent jurisdiction at Trust expense for the appointment of a successor. Even so, the Trustee shall have no duty to find or secure the appointment of a successor upon its resignation pursuant to this Section 1 O(a).

(b) After a Change of Control, the Trustee may resign at any time and for any reason upon written notice to the Company. Such resignation shall become effective only if:

(i) The Trustee has obtained the agreement of a bank to act as successor trustee which bank is among the 100 largest banks in the United States, as measured by deposits; or

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(ii) A court of competent jurisdiction has appointed a successor trustee, but only after the Trustee has used reasonable efforts to find a successor pursuant to (i) above.

The Trustee shall continue to be trustee of the Trust Fund until the new trustee is in place, and the Trustee shall be entitled to expenses and fees (including expenses incurred in finding a successor trustee or petitioning a court to name a successor trustee) through the later of the effective date of its resignation as Trustee or the end of its custodianship of the Trust Fund.

Upon designation or appointment of a successor trustee, the Trustee shall transfer the Trust Fund to the successor trustee reserving such reasonable sums as the Trustee shall deem necessary to defray its expenses in settling its accounts and to pay any of its compensation due and unpaid. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from either the Company or the Trust Fund held by the successor trustee, or both.

SECTION 11. AMENDMENT OF AGREEMENT; TERMINATION OF TRUST

(b) The provisions of this Agreement and the Trust created hereby may not be amended or terminated after a Change of Control, except to the extent required by applicable law or until the date on which Participants and their beneficiaries have received all of the benefits due to them under the terms and conditions of the Plans, but no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable.

(c) In the event the Company terminates the Trust prior to the occurrence of a Change of Control, the Trustee shall reserve such sums as it deems necessary to pay its fees and expenses, and shall distribute all remaining assets of the Trust Fund in accordance with the written directions of the Company and this Section 11. If the Company revokes the Trust under Section 2(b), the Trust shall be considered terminated.

(d) After a Change of Control, upon written approval of a majority of all Participants or Beneficiaries entitled to payment of benefits pursuant to the terms of the Plans, the Company

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may amend or terminate this Trust prior to final payment of all amounts payable to all of the Participants and their beneficiaries pursuant to such terms.

(e) The Trust shall be terminated upon the final payment of all amounts payable to all of the Participants and their beneficiaries pursuant to the Plans, and the payment of all amounts due to the Trustee and all costs and expenses chargeable to the Trust.

(f) Promptly upon termination of this Trust for any of the reasons described in this Section 11, and after payment of all fees, expenses and indemnities due to or incurred by the Trustee hereunder, any remaining portion of the Trust Fund shall be paid promptly to the Company.

SECTION 12. CONFIDENTIALITY

This Trust Agreement and certain information relating to the Trust is "Confidential Inforn1ation" pursuant to applicable federal and state law, and as such it shall be maintained in confidence and not disclosed, used or duplicated, except as described in this Section. If it is necessary for the Trustee to disclose Confidential Information to a third party in order to perform the Trustee's duties hereunder and Ille Company has authorized the Trustee to do so, the Trustee shall disclose only such Confidential Information as is necessary for such third party to perform its obligations to the Trustee and shall, before such disclosure is made, ensure that said third party understands and agrees to the confidentiality obligations set forth herein. The Trustee and the Company shall maintain appropriate information security programs and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information. Confidential Info1mation shall be returned to the disclosing party upon request. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the disclosing party, provided, however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to any limitation, restriction, consent, or notification requirement under any applicable federal or state information privacy law or regulation. If the receiving party is required by law, according to the advice of competent counsel, to disclose Confidential Information, the receiving party may do so without breaching this Section, but shall first, if feasible and legally permissible, provide Ille disclosing party with prompt notice of such pending disclosure so that the disclosing party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section.

SECTION 13. FORCE MAJEURE

Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust Fund resulting from any event beyond the reasonable control of the Trustee, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, eminent domain or similar action by any governmental authority; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust's property; or the breakdown, failure or malfunction of any utility, telecommunication, or computer systems; or

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any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or poor or incomplete data provided by the Company; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event.

SECTION 14. GOVERNING LAW; SEVERABILITY

(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Washington.

(b) Any provision of this Agreement that is determined to be invalid or unenforceable shall be ineffective without invalidating the remaining provisions hereof.

(c) This is Agreement shall have binding effect on the successors and assigns of the Company and on all parent and subsidiary companies related to any such successor or assign.

(d) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by and delivered to each of the parties hereto.

(e) Benefits payable to Participants and their beneficiaries may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered, or subjected to attachment, garnishment, levy, execution, or other legal or equitable process.

IN WITNESS •WHEREOF, the parties hereto have caused this amended and restated Agreement to be executed by their duly authorized officers as of this 23 ^rd day of August 2018.

POTLATHCDELTIC  CORPORATION

By: /s/__________________________

Its: VP Human Resources

WELLS FARGO BANK NATIONAL ASSOCIATION

By:/s/___________________________

Its: Senior Vice President

140679119.2

Schedule 1 The Plans

Potlatch Corporation Salaried Employees' Supplemental Benefit Plan Potlatch Corporation Salaried Supplemental Benefit Plan II

Potlatch Corporation Management Performance Award Plan Potlatch Corporation Management Perf01mance Award Plan II Potlatch Corporation Annual Incentive Plan

Potlatch Corporation Management Deferred Compensation Plan *

Potlatch Corporation Severance Program for Executive Employees Potlatch Corporation Deferred Compensation Plan for Directors Potlatch Corporation Deferred Compensation Plan for Directors II Potlatch Salaried Severance Plan**

Deltic Timber Corporation Supplemental Executive Retirement Plan

Supplemental Retirement Benefit and Life Insurance Agreement Between Potlatch Corporation and Richard B. Madden dated as of February 19, 1988

* The contributions made to the Trust Fund by the Company with respect to Directed Investment Accounts under the Management Deferred Compensation Plan shall be held in separate sub-accounts and the provisions of Section 3 shall apply separately to such sub-accounts.

** The contributions made to the Trust Fund by the Company with respect to the Salaried Severance Plan shall be held in a separate sub-account and the provisions of Section 3 shall apply separately to such sub-account.

Severance and/or Employment Agreements:

Akerman, Jr., Emory S.

Bacon, Susan C. (Beneficiary of John W. Bacon) Biazzo, Thomas A.

Black, Douglas L.

Brenner, Richard J, Bullard, Richard W. Cheek, George C. Clark, Kenneth L. Covey, Michael J. Crane, Jane E.

Davis, Brian W. Deward, Carl Durand, Daniel J

Hanby, Jr, John E.

Hawley Jr. , Robert J. Kosloski, Ervin D, Madden, Richard B:

Martin, F. Lynn McAdoo, James C. Nordholm, Richard C. Norha, Patrick R.  

Page, Gordon R.

Palkie, Thomas G. Powell, Sandra T.

Robison, John G.

Rosenbaum, Lester G. Scott, Lorrie D. Smrekar, Thomas J. Stinnett, Brent L. Warner, Richard V.

POTLATCHDELTIC CORPORATION

ANNUAL INCENTIVE PLAN

Amended and Restated Effective January 1, 2019

143055587.3

POTLATCH DELTIC CORPORATION

ANNUAL INCENTIVE PLAN

Amended and Restated Effective January 1, 2019

The Plan is intended to provide meaningful financial rewards to those employees of the Company and its subsidiaries who are in a position to contribute to the Company’s and its subsidiaries’ achievement of significant improvements in profit performance and growth.

(B) the combined voting power of th e Outstanding Voting Securities,

provided, however, that the following acquisitions shall not be deemed to be covered by this paragraph (iii):

For performance that is intermediate between Threshold Performance and Target Performance, or intermediate between Target Performance and Superior Performance, the Corporate Performance Modifier shall be interpolated consistent with the foregoing percentages.

“Superior Performance” shall be defined as FFO equal to 126.7% or higher of the FFO target, “Target Performance” shall be defined as FFO equal to 100% of the FFO target, “Threshold Performance” shall be defined as FFO equal to 80% of the FFO target, and “Below Threshold Performance” shall be defined as FFO below 80% of the FFO target.

Officers and individuals who are subject to the Section 16 of the Exchange Act shall not participate in the Plan, except to the extent determined by the Committee for an Award Year.  The CEO or, for eligible Officers and any eligible individual who is subject to Section 16 of the Exchange Act, the Committee shall designate the Organization Units and the CEO shall designate such other Employees who will participate in the Plan for an Award Year.  A Participant who becomes subject to a Disability or dies during an Award Year shall be considered a Participant for the period during the Award Year the Participant was actively at work.  A Participant who (a) is granted an authorized leave of absence during an Award Year shall be considered a Participant for the period of authorized leave of absence not exceeding six (6) months, or (b) retires during an Award Year shall be considered a Participant for the period during the Award Year the Participant was actively at work.

Awards shall be determined in accordance with Sections 6, 7 and 8 and announced to Participants by March 1 following the close of the Award Year and, unless deferred in accordance with the terms of the PotlatchDeltic Corporation Management Deferred Compensation Plan, shall be paid no later than March 15 following the close of the Award Year.

The total amount of Awards made to all Participants with respect to any Award Year shall be determined pursuant to this Section 6.

The Actual Funded Bonus Pool for each Award Year shall be allocated among the Organization Units.  In the case of the Organization Unit that includes corporate management Employees (including the CEO), this allocation shall equal one hundred percent (100%) of the Target Bonus Pool that was attributable to the Employees in that Organization Unit.  In the case of Organization Units that include operating division Employees, this allocation shall be based on what portion of the Target Bonus Pool was attributable to the employees in each Organization Unit (twenty-five percent (25%) weight), and on the extent to which the division met its earnings before interest, taxes, depreciation, depletion and amortization (also known as “EBITDDA”) target determined by the CEO and the Committee, as applicable (seventy-five percent (75%) weight).  The resulting allocations may be adjusted up or down at the discretion of the CEO or the Committee, as applicable.

Each Officer shall determine the amount of the Award to each Participant who is assigned to such Officer’s Organization Unit by allocating such Organization Unit’s portion of the Actual Funded Bonus Pool among the Participants employed in such Organization Unit in proportion to the product of the Participant’s Target Bonus and the Participant’s individual performance modifier.  Each Participant’s Award shall be subject to review by and approval of the CEO or, for participating Officers and individuals who are subject to Section 16 of the Exchange Act, the Committee, with the discretion to decrease the individual performance modifier to zero or increase the individual performance modifier up to 200% when approving such Participant’s actual Award.

The interest of any person in the Plan or in payments to be received pursuant to it shall not be subject to option or assignable either by voluntary or involuntary assignment or by operation of law, and any act in violation of this Section 11 shall be void.

The selection of an Employee as a Participant shall not confer any right on such Employee to receive an Award under the Plan or to continue in the employ of the Company or limit in any way the right of the Company to terminate such Participant’s employment at any time.

The Board of Directors may amend, suspend or terminate the Plan at any time; provided, however, that any amendment adopted or effective on or after July 1 in any Award Year which would adversely affect the calculation of a Participant’s Award or the Participant’s eligibility for an Award for such Award Year shall be applied prospectively from the date the amendment was adopted or effective, whichever is later. Notwithstanding the foregoing, no amendment adopted or termination of the Plan following the occurrence of a Change in Control shall be effective if it (a) would reduce a Participant’s Target Bonus for the Award Year in which the Change in Control occurs, (b) would reduce an Award earned and payable to a Participant in respect of the Award Year that ended immediately before the Award Year in which the Change in Control occurs, or (c) would modify the provisions of this sentence.

Notwithstanding the foregoing, the Vice President, Human Resources, of the Company shall have the power and authority to amend the Plan with respect to any amendment that (i) does not materially increase the cost of the Plan to the Company or (ii) is required to comply with new or changed legal requirements applicable to the Plan, including, but not limited to, Section 409A.

The Plan shall be binding upon the Company, its successors and assigns, and any parent corporation of the Company’s successors or assigns.  Notwithstanding that the Plan may be binding upon a successor or assign by operation of law, the Company 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 Company would be if no succession or assignment had taken place.

Notwithstanding any other provision of the Plan to the contrary, this Section 15 shall apply with respect to the determination of Awards and the payment of Awards following a Change in Control.  In the event that the employment of a Participant terminates following a Change in Control, such Participant shall be guaranteed payment of a prorated Award for the Award Year in which the Change in Control occurs, determined in accordance with Section 8 based on the Participant’s Target Bonus.  A prorated Target Bonus shall be calculated by multiplying the Participant’s Target Bonus for the applicable Award Year by a fraction, the numerator of which is the number of full months in the Award Year completed at the effective time of the Change in Control, and the denominator of which is twelve (12).  With respect to any Award earned but not yet

paid in respect of the Award Year that ended immediately before the Award Year in which occurs a Change in Control that also is a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined under Section 409A (a “ Section 409A Change in Control ” ), each Participant shall be guaranteed payment of his or her Award determined in accordance with Section 8 based on the performance results for the applicable Award Year.   A wards paid pursuant to this Section 15 shall be paid in a lump sum in cash upon the earliest of (a ) the time p rescribed in Sections 5 and 9 , and (b ) the date the Participant Separates from Service for any reason other than Cause following the Section 409A Change in Control .   A Participant who Sepa rates from Service due to Cause shall not be entitled to payment of any Award.

The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law.  Employees irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

The Plan and payments hereunder are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise.  To the extent Section 409A is applicable to the Plan or any payments under the Plan, it is intended that the Plan and such payments comply with the deferral, payout and other limitations and restrictions imposed under Section 409A.  Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with such intentions.  If a Participant is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan during the six (6)-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i) of the Code, shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Beneficiary) in a lump sum on the first business day after the earlier of the date that is six (6) months following the Participant’s separation from service or the Participant’s death.  Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan so that any payment qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that payments under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to payments under the Plan.

POTLATCHDELTIC CORPORATION

MANAGEMENT DEFERRED COMPENSATION PLAN

Effective June 1, 2008

Amended and Restated as of January 1, 2019

Table of Contents

Page

ATTACHMENT A - CLAIMS AND REVIEW PROCEDURE FOR THE

POTLATCH DELTIC CORPORATION
MANAGEMENT DEFERRED COMPENSATION PLAN

Effective June 1, 2008

Amended and Restated as of January 1, 2019

(a) The Potlatch Corporation Management Deferred Compensation Plan was adopted on May 16, 2008, by the Board of Directors of PotlatchDeltic Corporation (formerly Potlatch Corporation) to provide an opportunity for senior management who have made the maximum elective contributions permitted under the 401(k) Plan to elect to defer additional compensation and to invest and accumulate such compensation on a tax‑deferred basis.  The Plan was restated effective May 1, 2009, and it was most recently restated effective February 14, 2014.  This amendment and restatement incorporates additional changes to the Plan since the 2014 restatement and reflects the Company’s name change to PotlatchDeltic Corporation.  Such changes are effective January 1, 2019, except as stated otherwise.

(b) This Plan is also intended to provide for deferral of awards under the MPAP II for the 2008 performance period and under the AIP beginning with the 2009 performance period.

(c) Effective as of October 1, 2008, this Plan also provides for the administration of deferrals previously made under the MPAP II.  For avoidance of doubt, deferrals made under the PotlatchDeltic Corporation Management Performance Award Plan, which are not subject to Section 409A, continue to be subject to the rules of that plan and the administrative rules and regulations applicable thereto.

(d) The provisions of this Plan for elections to defer base salary are effective for base salary earned on or after January 1, 2009.

(e) The Plan is intended to constitute a deferred compensation plan for the benefit of a select group of management or highly compensated employees of the Company, and, as such, to be exempt from all of the provisions of Parts 2, 3, and 4 of Title I of ERISA.  The Company intends that the existence of a trust, if any, will not alter the characterization of the Plan as “unfunded” for purposes of ERISA, and will not be construed to provide income to the Participants under the Plan prior to actual payment of the vested accrued benefits hereunder.

(f) The Plan is intended to comply with the requirements of Section 409A.  Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated, and administered in a manner consistent with such intentions.  Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan so that any payment qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that payments under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to payments under the Plan.

(a) “ 401(k) Plan ” means the PotlatchDeltic Salaried 401(k) Plan, as amended.

(b) “ Affiliate ” means any other entity which would be treated as a single employer with the Company under Section 414(b) or (c) of the Code, provided that in applying such Sections and in accordance with the rules of Treasury Regulations Section 1.409A‑1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent.”

(c) “ AIP ” means the PotlatchDeltic Corporation Annual Incentive Plan and any successor plan thereto.

(d) “ Beneficiary ” means the person or persons who become entitled to receive payment of the Participant’s Deferred Compensation Account as a result of the death of the Participant.  A Participant may designate a beneficiary under the Plan in a form provided by the Committee.

(e) “ Benefits Committee ” means the PotlatchDeltic Corporation Benefits Committee and any successor committee thereto.

(f) “ Board ” and “ Board of Directors ” means the board of directors of the Company.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended.

(h) “ Committee ” means the Executive Compensation and Personnel Policies Committee of the Board.

(i) “ Company ” means PotlatchDeltic Corporation, a Delaware corporation.

(j) “ Compensation ” means the amount of compensation due by the Company to an Employee for his or her services as an Employee as either (i) annual base salary or (ii) an award under the MPAP II or AIP.

(k) “ Deferred Compensation Account ” means the bookkeeping account established pursuant to Section 6 on behalf of each Employee who elects to participate in the Plan.  Within a Participant’s Deferred Compensation Account, a Directed Investment Account, Stock Unit Account, and appropriate sub‑accounts shall be maintained as are necessary for the proper administration of a Participant’s Deferred Compensation Account.  An Employee who has made a deferral under the MPAP II shall be deemed to have elected to participate in this Plan.

(l) “ Disabled ” means an Employee’s inability 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 (12) months.

(m) “ Dividend Equivalent ” means an amount equal to the cash distribution paid on an outstanding share of the Company’s common stock.  Dividend Equivalents shall be credited with respect to Stock Units as if each Stock Unit were an outstanding share of the Company’s common

stock, except that Dividend Equivalents shall also be credited with respect to fractional Stock Units.

(n) “ Employee ” means a full‑time salaried employee of the Company or any subsidiary thereof.

(o) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

(p) “ MPAP II ” means the PotlatchDeltic Corporation Management Performance Award Plan II, as amended.

(q) “ Participant ” means an Employee who has deferred Compensation credited to a Deferred Compensation Account under the Plan.

(r) “ Performance‑Based Compensation ” means compensation, the amount of which, or the entitlement to which, is contingent on the satisfaction of pre‑established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months.  Organizational or individual performance criteria are considered pre‑established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established.  Performance‑Based Compensation does not include any amount or portion of any amount that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established.  Compensation may be Performance‑Based Compensation where the amount will be paid regardless of satisfaction of the performance criteria due to the Employee’s death, disability, or a Change in Control Event (as defined in Treasury Regulation § 1.409A‑3(i)(5)), provided that a payment made under such circumstances without regard to the satisfaction of the performance criteria will not constitute performance‑based compensation.  For this purpose, a disability refers to any medically determinable physical or mental impairment resulting in the Employee’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months.  Performance‑Based Compensation may include payments based upon subjective performance criteria, provided that:  (i) the subjective performance criteria are bona fide and relate to the performance of the Employee, a group of service providers that includes the Employee, or a business unit for which the Employee provides services (which may include the entire organization); and (ii) the determination that any subjective performance criteria have been met is not made by the Employee or a family member of the Employee (as defined in Code § 267(c)(4) applied as if the family of an individual includes the spouse of any member of the family), or a person under the effective control of the Employee or such a family member, and no amount of the compensation of the person making such determination is effectively controlled in whole or in part by the Employee or such a family member.

(s) “ Plan ” means the PotlatchDeltic Corporation Management Deferred Compensation Plan.

(t) “ Plan Year ” means the 12 ‑ month period beginning January 1 and ending December   31.

(u) “ Section 409A ” means Section 409A of the Code, including regulations and guidance promulgated thereunder.

(v) “ Separation from Service ” means termination of an Employee’s service as an Employee consistent with the requirements of Section 409A.  For purposes of the Plan, “Separation from Service” generally means termination of an Employee’s employment as a common‑law employee of the Company and each Affiliate.

(w) “ Stock Units ” means the deferred portion of Compensation which is converted into a unit denominated in shares of the Company’s common stock.

(x) “ Value ” means the closing price of the Company’s common stock as reported in the New York Stock Exchange, Inc. composite transactions reports for the relevant date.

(y) “ Variable Fractions Method ” is a distribution method for amounts payable in installments.  The amount of the first installment is determined by dividing the Participant’s account balance by the total number of installments due.  Each subsequent annual installment is equal to the Participant’s account balance as adjusted for earnings or losses since the last distribution date divided by a denominator equal to the total number of installments due minus the number of installments previously paid.

(z) “ Year ” shall mean the calendar year.

(a) Each Employee who is in a position that is eligible for awards under the PotlatchDeltic Corporation 2019 Long‑Term Incentive Plan (an “ Eligible Employee ”) shall be eligible to elect to defer base salary under the Plan.

(b) Each Eligible Employee who is eligible to receive an award under the AIP (other than an award under an AIP Special Awards Fund) shall be eligible to defer such award under the Plan; provided that an Employee who is required to defer his or her award shall automatically become a Participant in this Plan.

(a) Each Employee who is eligible to participate in the Plan pursuant to Section 3 above shall, prior to the beginning of each Year and in accordance with the applicable deadline established by the Committee, have the option to make an irrevocable election to defer a percentage of his or her Compensation earned during the following Year before the beginning of each such Year.  Compensation paid after December 31 of a Plan Year for services performed by the Employee during the final payroll period of the calendar year and which payroll period includes the last day of such calendar year shall be treated as earned for services performed in the year paid.

(b) N otwithstanding the foregoing, an Employee may make an irrevocable election to participate during a Year with respect to Compensation earned during that Year and subsequent to the filing of such election, provided such election is made within thirty (30) days of the Employee ’ s initial eligibility to participate in this Plan and any other nonqualified deferred compensation plans treated as a single plan with this Plan under Section 409A.  Any such initial election shall apply only to Compensation earned for services performed after the date of the election.  If compensation is 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 compensation 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.

(c) Notwithstanding the preceding rules, a deferral election for an award of Compensation under the AIP, which constitutes Performance‑Based Compensation, may be made no later than six (6) months before the end of such performance period.  This special election rule is available only if (i) the Employee performs services for the Company or its Affiliate continuously from the later of the beginning of the performance period or the date the performance criteria are established through the date an election is made with respect to such payment, (ii) the election is made before the amount of the Performance‑Based Compensation to be received becomes reasonably ascertainable or, if the Performance‑Based Compensation is a specified or calculable amount, when the amount is substantially certain to be paid, and (iii) the performance period is at least twelve (12) months in duration.

(d) The Committee may also adopt such additional or alternative election rules provided that such rules comply with the rules of Section 409A.

(a) An Employee who elects to participate in the Plan with respect to annual base salary or an award under the AIP for a Year shall file a deferral election with respect to each type of Compensation on such form as the Committee shall prescribe, which shall indicate:

(i) The amount or percentage of each type of Compensation that such Employee elects to defer pursuant to the terms of the Plan.  The percentage must be in increments of ten percent (10%) and may not exceed fifty percent (50%) in the case of annual base salary.  An election to voluntarily defer an award under the AIP must be in increments of ten percent (10%) and shall be for not less than fifty percent (50%) of such award.  Notwithstanding the foregoing, an election to defer Compensation may not reduce the Employee’s remaining compensation below the amount necessary to satisfy applicable employment tax withholding, income tax withholding, and benefit plan withholding.  This election shall be irrevocable with respect to each type of Compensation for that Year to which it applies after the applicable deadline for making such election as provided in Section 4 for that Year.

(ii) The percentage of the Compensation deferred pursuant to the election that is to be converted into Stock Units or deemed invested in any other investment account available under Section 7.

(b) An Employee who elects to participate in the Plan shall have only one form of payment election in effect for all amounts deferred under the Plan.  Subject to Section 5(c), at the time of an Employee ’ s initial election to defer base salary or an award under the AIP, the Employee shall file an election and shall indicate whether the deferred Compensation shall be paid in a lump sum or paid in annual installments over a period of fifteen (15) or fewer years.  For purposes of the Plan, installment payments shall be treated as a single distribution for purposes of Section 409A.  Deferred Compensation shall be distributed in a single lump sum payment unless the Employee elects otherwise.

(c) An Employee’s election as to the time and form of payment of deferred Compensation shall be irrevocable and binding on all deferred Compensation under the Plan.  For avoidance of doubt it is intended that a Participant shall have only one method of payment in effect.

(d) For purposes of determining the payment election in effect for a Participant with existing deferrals under this Plan prior to May 1, 2009 or under the MPAP II, the payment election in effect as of April 30, 2009 shall remain in effect for all existing and future deferrals under the Plan.

(a) For each Employee who has deferred compensation under the AIP or who has elected to defer base salary, the Company shall establish a Deferred Compensation Account to which shall be credited an amount equal to that portion of the Compensation which would have been payable currently to the Employee but for the terms of the deferral election.

(b) Any amount of base salary or AIP award that is deferred under this Plan and with respect to which the Employee has elected to allocate to Stock Units shall be converted into full and fractional Stock Units and transferred to a Stock Unit Account on the date such Compensation otherwise would have been paid (or if such date is not a trading day, on the next trading day following such date) by dividing the amount of such Compensation by the value of the Company’s common stock on such crediting date.

(c) Amounts credited to a Participant’s Deferred Compensation Account shall be fully vested at all times.

(a) Directed Investment Account .  The balance of each Participant’s Directed Investment Account shall be adjusted, for earnings and losses commencing with the date as of which any amount is credited to the Directed Investment Account.  Such earnings or losses during the deferral period for amounts credited to a Participant’s Directed Investment Account shall be computed by reference to the rate of return on one or more of the investment alternatives that are available under the 401(k) Plan and which are designated by the Committee as available under this Plan.  Each participating Employee may select (in ten percent (10%) increments) which investment alternative(s) will be used for this purpose with respect to his or her deferred Compensation, and the alternative(s) selected need not be the same as the Employee has selected under the 401(k)

Plan, but any such selection will apply only prospectively.  The Committee shall determine how frequently such selections may be changed.

(b) Stock Unit Account .  Amounts deemed invested in the Stock Unit Account may not be transferred to any other investment and must remain in the Stock Unit Account until distributed to the Participant.  On each dividend payment date, Dividend Equivalents shall be credited to each full and fractional Stock Unit to the extent such Stock Unit was in the Participant’s Stock Unit Account on the dividend record date immediately preceding the applicable dividend payment date. As of the dividend payment date, the value of such Dividend Equivalents shall be credited to the Participant’s Directed Investment Account, subject to the Participant’s ability to subsequently change such investment in accordance with Section 7(a).

(c) Effect of Certain Transactions .  In the event that there occurs a dividend or other distribution of shares of the Company’s common stock (“ Shares ”), a dividend in the form of cash or other property that materially affects the fair market value of the Shares, a stock split, a reverse stock split, a split‑up, a split‑off, a spin‑off, a combination or subdivision of Shares or other securities of the Company, an exchange of Shares for other securities of the Company, or a similar transaction or event that materially affects the fair market value of the Shares, the Committee, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, shall make appropriate adjustments in the number of each Participant’s Stock Units determined as of the date of such occurrence.

Subject to Section 8(b), payment of a Participant’s Deferred Compensation Account shall commence on, or within the thirty (30)‑day period that begins on, the March 15th of the year following the year in which Separation from Service occurs. A Participant may request an earlier distribution of an amount credited to his or her Deferred Compensation Account upon the occurrence of an unforeseeable emergency within the meaning of Section 409A as determined by the Committee, but only to the extent necessary to alleviate the emergency. Payment of a Participant’s Stock Units shall also be made at such time except that, within the six‑month period beginning on the last date on which Compensation has been converted into Stock Units on behalf of the Participant, to the extent that the Committee reasonably determines that earlier payment would result in a violation of Federal securities laws, payment of the Participant’s Stock Units shall be made on, or within the thirty (30)‑day period that begins 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 Participant’s death, Disability, or the date of the Participant’s Separation from Service, without regard to whether such six‑month period has expired. For the purpose of payment, Stock Units shall be converted to cash based on the Value of the Company’s common stock on the most recent valuation day prior to the day on which the distribution is made. In no event shall distributions be paid in shares of the Company’s stock.

The amount of each installment payment due for a Deferred Compensation Account shall be determined by application of the Variable Fractions Method.  Each annual installment for Years subsequent to the Year in which payment commences shall be made on, or within the thirty (30)‑day period that begins on March 15th.

In the case of a Participant who has both Stock Units and other deemed investment accounts available under Section 7, if a partial distribution of a deferred portion of Compensation is to be made and if the Participant ’ s Stock Units are immediately payable in accordance with the first paragraph of this Section, payment shall be made partially from the Participant ’ s Stock Units and partially from such other deemed investment accounts, in proportion to the relative value of the Participant ’ s Stock Units and such other accounts.  If the Participant ’ s Stock Units are not immediately payable in accordance with the previous paragraph, the partial payment shall be made entirely from such other deemed investment accounts, in proportion to the relative value of such accounts.

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); and

(b) A distribution made to a Participant who is identified as a Key Employee at the time of his or her Separation from Service will be delayed for a minimum of six (6) months if the Participant’s distribution is triggered by his or her Separation from Service.  Any payment that otherwise would have been made except for the application of this Section 8(b) during such six (6)‑month period will be made in one (1) lump sum payment no later than the last day of the second month following the month that is six (6) months from the date of the Participant’s Separation from Service.  The Participant’s Deferred Compensation Account shall continue to be adjusted for earnings and losses and Dividend Equivalents during the delay.  The determination of which Participants are Key Employees will be made by the Company in its sole discretion in accordance with this Section 8(b) and Section 416(i) of the Code, including regulations and guidance promulgated thereunder, and Section 409A.

(i) “ Identification Date ” means each December 31.

(ii) “ Key Employee ” means an Employee who, on an Identification Date, is:

An officer of the Company having annual compensation greater than the compensation limit in Section 416(i)(1)(A) (i) of the Code, provided that no more than fifty (50) officers of the Company shall be determined to be Key Employees as of any Identification Date;

A five percent (5%) owner of the Company; or

A one percent (1%) owner of the Company having annual compensation from the Company of more than $150,000.

If an Employee is identified as a Key Employee on an Identification Date, then such Employee shall be considered a Key Employee for purposes of the Plan during the period beginning on the first April 1 following the Identification Date and ending on the next March 31.

(c) Notwithstanding the foregoing, a lump sum distribution shall be made in the Committee’s discretion to clear out a small balance held for the benefit of the Participant (or his or her Beneficiary) provided that the Committee’s decision is evidenced in‑writing prior to the date of the distribution, the distribution is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code and the payment results in the termination of all benefits due

under the plan and all other “ account balance plans ” treated as a single nonqualified deferred compensation plan with this Plan under Treasury Regulation Section 1.409A ‑ 1(c)(2).

(d) If a Plan benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment to the guardian, legal representative or person having the care and custody of such minor, incompetent or person.  The Administrator may require proof of incompetency, minority, incapability or guardianship as it may deem appropriate prior to distribution.  Such distribution shall completely discharge the Committee, the trustees of any trusts, and the Company from all liability with respect to such benefit.

(e) Notwithstanding any other provision of the Plan to the contrary and to the maximum extent allowed by law, payment of a Participant’s Deferred Compensation Account shall be subject to (i) the requirements of the PotlatchDeltic Corporation Incentive Compensation Recovery Policy as it may be amended from time to time, and (ii) any other compensation recovery policies as may be adopted from time to time by the Company to comply with applicable law and/or stock exchange requirements, or otherwise, to the extent determined by the Committee in its discretion to be applicable to a Participant.

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

Claims and appeals filed with respect to benefits awarded under the Plan shall be reviewed in accordance with the Claims and Review Procedure for the PotlatchDeltic Management Deferred Compensation Plan as provided in Attachment A to the Plan.

The interest under the Plan of any Participant and such Participant’s right to receive a distribution from the Plan shall be an unsecured claim against the general assets of the Company.  The Deferred Compensation Account and all deemed investment accounts available under Section 7 shall be bookkeeping entries only and no Participant shall have an interest in or claim against any specific asset of the Company pursuant to the Plan.  Notwithstanding the foregoing, the Company may, in its discretion, choose to contribute to the PotlatchDeltic Corporation Benefits Protection Trust Agreement to assist with the payment of benefits under the Plan.

Each Participant shall be provided or receive access to periodic statements of their Deferred Compensation Account.

The interest and property rights of any Employee 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 13 shall be void.

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, including retaining outside managers to assist with the administration of the Plan.  The Committee’s interpretation and construction of the Plan shall be conclusive and binding on all persons.  In its discretion, the Committee may delegate to the Vice President, Human Resources, of the Company the authority for the effective administration of the Plan and for assigning responsibility to designated managers to carry out such duties.

(a) The Board or the Committee 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 15) or terminated by the Board or the Committee if such amendment or termination would or adversely affect or impair the Employee’s right to receive amounts credited to his or her Deferred Compensation Account.

(b) Except as provided in Section 15(c) or as otherwise permitted under Section 409A, in the event of termination of the Plan, the Participants’ Deferred Compensation Accounts may, in the Board’s or the Committee’s discretion, be distributed within the period beginning twelve (12) months after the date the Plan was terminated and ending twenty‑four (24) months after the date the Plan was terminated, or pursuant to Section 8, if earlier.  If the Plan is terminated and Deferred Compensation Accounts are distributed, the Board or the Committee shall terminate all account balance non‑qualified deferred compensation plans with respect to all Employees and shall not adopt a new account balance non‑qualified deferred compensation plan for at least three (3) years after the date the Plan was terminated.  A termination and liquidation of the Plan under this Section 15(b) shall be made only in compliance with Treasury Regulation Section 1.409A‑3(j)(4)(ix)(c).

(c) The Board or the Committee may terminate the Plan upon a corporate dissolution of the Company 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 Participants’ Deferred Compensation Accounts are distributed and included in the gross income of the Participants 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 is administratively practicable.

(d) Notwithstanding the foregoing, the Vice President, Human Resources, of the Company shall have the power and authority to amend the Plan with respect to any amendment that (i) does not materially increase the cost of the Plan to the Company or (ii) is intended to

comply with new or changed legal requirements applicable to the Plan, including, but not limited to, Section 409A.

The Company shall make, or cause to be made, appropriate arrangements for satisfaction of any federal or state income tax or other payroll‑based withholding tax required to be paid by a Participant upon any deferral made to or distribution made from the Plan.

Nothing in the Plan shall be deemed to give any individual a right to remain in the employ of the Company or any subsidiary or to limit in any way the right of the Company or a subsidiary to terminate any individual’s employment with or without case, which right is hereby reserved.

The Plan shall be binding upon the Company, its successors and assigns, and any parent corporation of the Company’s successors or assigns.  Notwithstanding that the Plan may be binding upon a successor or assign by operation of law, the Company 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 Company would be if no succession or assignment had taken place.

The Plan and all determinations made, and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Washington without giving effect to principles of conflicts of law.  Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Washington.

ATTACHMENT A

CLAIMS AND REVIEW PROCEDURE FOR THE POTLATCHDELTIC MANAGEMENT DEFERRED COMPENSATION PLAN

(a) The claims procedure set forth below is effective for claims decided on or after January 1, 2019 and shall be interpreted in accordance with the applicable provisions of 29 C.F.R. § 2560.503‑1, including with respect to a plan providing disability benefits.  Claims decided prior to January 1, 2019 shall be decided under the claims procedure in effect at the time of such decision.

(b) A Participant or a Beneficiary, or the authorized representative of either, (the “ Claimant ”) who believes that he or she has been denied benefits to which he or she is entitled under the Plan may file a written claim for such benefits with the person or entity designated by the Benefits Committee (the “ Initial Claim Reviewer ”).  Any such written claim must be addressed to: Benefits Committee, Management Deferred Compensation Plan, PotlatchDeltic Corporation, 601 W. First Avenue, Suite 1600, Spokane, Washington 99201.  (If the Benefits Committee fails to designate an Initial Claim Reviewer, then the Benefits Committee shall be the Initial Claim Reviewer.)  The Initial Claim Reviewer may prescribe a form for filing such claims, and, if it does so, a claim will not be deemed properly filed unless such form is used, but the Initial Claim Reviewer shall provide a copy of such form to any person whose claim for benefits is improper solely for this reason.

(c) Claims that are properly filed will be reviewed by the Initial Claim Reviewer, which will make its decision with respect to such claim and notify the Claimant in writing of such decision within 90 days (45 days in the case of a claim related to the Participant’s Disability (a “ Disability Claim ”)) after the Initial Claim Reviewer’s receipt of the written claim, provided that the 90‑day period (45‑day period in the case of a Disability Claim) can be extended for up to an additional 90 days (30 days in the case of a Disability Claim) if the Initial Claim Reviewer determines that special circumstances (or matters beyond the control of the Plan in the case of a Disability Claim) require an extension of time to process the claim and the Claimant is notified in writing of the extension prior to the termination of the initial 90‑day period (45‑day period in the case of a Disability Claim).  In the case of a Disability Claim, if, prior to the end of the 30‑day extension period, the Initial Claim Reviewer determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Claimant is notified in writing of the extension prior to the termination of the initial 30‑day period.  Any extension notice shall indicate the special circumstances or matters requiring the extension and the date by which the Initial Claim Reviewer expects to render its decision on the claim.  In the case of a Disability Claim, the extension notice shall also explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the Claimant will be afforded at least 45 days within which to provide the specified information.

(d) If the claim is wholly or partially denied, the written response to the Claimant shall include:

(i) Th e specific reason or reasons for the denial;

(ii) Reference to the specific Plan provisions on which the denial is based;

(iii) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or information is necessary;

(iv) A description of the Plan’s claim appeal procedure (and the time limits applicable thereto), as set forth in Section  10(e) – (j) , including a statement of the Claimant’s right to bring a civil action under ERISA § 502(a) following an adverse determination on appeal; and

(v) In the case of an adverse benefit determination with respect a to a Disability Claim, the written response shall be provided in a culturally and linguistically appropriate manner (within the meaning of 29 C.F.R. § 2560.503‑1(o)) and shall also include:

(A) A discussion of the decision, including an explanation of the basis for disagreeing with or not following (1) the views presented by the Claimant to the Plan of health care professionals treating the Participant and vocational professionals who evaluated the Participant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, without regard to whether the advice was relied upon in making the determination, and (3) a disability determination regarding the Participant presented by the Claimant to the Plan made by the Social Security Administration;

(B) If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Participant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(C) Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and  

(D) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant (within the meaning of 29 C.F.R. § 2560.503‑1(m)(8)) to the Claimant’s claim for benefits.

(e) If the claim is denied in whole or in part, the Claimant may appeal such denial by filing a written appeal with the Benefits Committee within 60 days (180 days in the case of a Disability Claim) of receiving written notice that the claim has been denied.  Such appeal should include:

(i) A statement of the grounds on which the appeal is based;

(ii) Reference to the specific Plan provisions that support the claim;

(iii) The reason(s) or argument(s) why the Claimant believes the claim should be granted and evidence supporting each reason or argument; and

(iv) Any other comments, documents, records or information relating to the claim that the Claimant wishes to include.

(f) The Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503‑1(m)(8)) to his or her claim.

(g) Appeals will be considered by the Benefits Committee (exclusive of the Initial Claim Reviewer or any subordinate of the Initial Claim Reviewer in the case of a Disability Claim), which will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial determination.  The Benefits Committee will not afford any deference to the Initial Claim Reviewer’s denial of the claim.

(h) In deciding an appeal of a Disability Claim that is based in whole or in part on a medical judgment, the Benefits Committee will consult with a health care professional who was neither consulted by the Initial Claim Reviewer with respect to the claim that is the subject of the appeal nor a subordinated of such health care professional and provide for the identification of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the Initial Claim Reviewer’s determination (without regard to whether the advice was relied upon by the Initial Claim Reviewer in making its determination).  Before the Benefits Committee can issue an adverse benefit determination on appeal of a Disability Claim, the Benefits Committee will provide the Claimant, free of charge, with any new or additional evidence considered, relied upon, or generated by the Benefits Committee in connection with the claim or any new or additional rationale on which an adverse benefit determination on appeal will be based on.  Such evidence or rationale will be provided to the Claimant as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on appeal of a Disability Claim is required to be provided to give the Claimant a reasonable opportunity to respond prior to that date.

(i) The Benefits Committee will make its decision with respect to any appeal, and notify the Claimant in writing of such decision, within 60 days (45 days in the case of a Disability Claim) after the Benefits Committee’s receipt of the written appeal; provided that the 60‑day period (45‑day period in the case of a Disability Claim) can be extended for up to an additional 60 days (45 days in the case of a Disability Claim) if the Benefits Committee determines that special circumstances require an extension of time to process the appeal and the Claimant is notified in writing of the extension prior to the termination of the initial 60‑day period (45‑day period in the case of a Disability Claim).  The extension notice shall indicate the special circumstances requiring the extension and the date by which the Benefits Committee expects to render its decision on the appeal.  

(j) In the event the claim is denied on appeal, the written denial will include:

(i) The specific reason or reasons for the denial;

(ii) References to the specific Plan provisions on which the denial is based;

(iii) A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant (within the meaning of 29 C.F.R. § 2560.503‑1(m)(8)) to his or her claim;

(iv) A statement of the Claimant’s right to bring a civil action under ERISA § 502(a); and

(v) In the case of an adverse benefit determination related to a Disability Claim, the written denial shall be provided in a culturally and linguistically appropriate manner (within the meaning of 29 C.F.R. § 2560.503‑1(o)) and shall also include:

(A) Any applicable contractual limitations period that applies to the Claimant’s right to bring a civil action under ERISA § 502(a), including the calendar date on which the contractual limitations period expires for the claim;

(B) A discussion of the decision, including an explanation of the basis for disagreeing with or not following (1) the views presented by the Claimant to the Plan of health care professionals treating the Participant and vocational professionals who evaluated the Participant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, and (3) a disability determination regarding the Participant presented by the Claimant to the Plan made by the Social Security Administration;

(C) If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

(D) Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist.

(k) A Claimant may not bring an action under ERISA § 502(a) or otherwise with respect to his or her claim until he or she has exhausted the foregoing procedure.  Any such action must be filed in a court of competent jurisdiction within 180 days after the date on which the Claimant receives the Benefits Committee’s written denial of the Claimant’s claim on appeal or, if earlier, one year after the date of the occurrence of the alleged facts or conduct giving rise to the

claim (including, without limitation, the date the Claimant alleges he or she became entitled to Plan benefits requested in the suit or legal action) or it shall be forever barred.  Any further review, judicial or otherwise, of the Benefits Committee ’ s decision on the Claimant ’ s claim will be limited to whether, in the particular instance, the Benefits Committee abused its discretion.  In no event will such further review, judicial or otherwise, be on a de novo basis, as the Benefits Committee has discretionary authority to determine eligibility for benefits and to construe and interpret the terms of the Plan.

POTLATCHDELTIC CORPORATION

SALARIED SUPPLEMENTAL BENEFIT PLAN II

Effective December 5, 2008
Amended and Restated as of January 1, 2019

143056230.3

POTLATCH DELTIC CORPORATION

SALARIED SUPPLEMENTAL BENEFIT PLAN II

Effective December 5, 2008
Amended and Restated as of January 1, 2019

SECTION 1.   INTRODUCTION.

(i) to supplement benefits provided under the Retirement Plan to the extent such benefits are reduced due to the limits of Section 401(a)(17) or 415 of the Code;

(ii) to provide retirement benefits that take into account deferred Incentive Plan awards;

(iii) to provide retirement benefits to certain executives calculated as if they received a standard bonus award under the Incentive Plan; and

(iv) to supplement benefits provided under the 401(k) Plan to the extent that a participant’s allocations of Company Contributions or Allocable Forfeitures are reduced due to the limits of Section 401(a)(17), 401(k)(3), 401(m) or 415 of the Code or because the participant has deferred an Incentive Plan award.

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SECTION 2.   DEFINITIONS

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(i) The consummation of a merger or consolidation involving the Company (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 Company (the “Outstanding Common Stock”) and the then outstanding voting securities of the Company 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 or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company 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 Exchange Act (a “Person”) (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or such other corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock or common equity of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity 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, or

(C) at least a majority of the members of the board of directors or similar governing body of the corporation or other entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement providing for, or of the action of the Board to approve, such Business Combination; or

(ii) Individuals who, as of May 9, 2018 constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director of the Company subsequent to May 9, 2018 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors of the Company 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 of the Company, an actual or threatened

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solicitation of proxies or consents or any other actual or threatened action by, or on behalf of any Person other than the Board; or

(iii) The acquisition by any 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 th e Outstanding Voting Securities,

provided, however, that the following acquisitions shall not be deemed to be covered by this paragraph (iii):

(I) any acquisition of Outstanding Common Stock or Outstanding V oting Securities by the Company;

(II) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company; and

(III) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of paragraph (i) of this definition; or

(iv) The consummation of the sale, lease or exchange of all or substantially all of the assets of the Company.

(i) An officer (a person holding the title of Vice President or higher, the Corporate Secretary, the Corporate Treasurer, the Controller, or other person designated as an officer by the Company or an Affiliate in its sole discretion) of the Company or an

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Affiliate having annual compensation greater than the compensation limit in S ection 416(i)( 1 )(A)(i) of the Code, provided that no more than fifty officers of the Company and its Affiliates shall be determined to be Key Employees as of any Identification Date;

(ii) A five percent owner of the Company; or

(iii) A one percent owner of the Company having annual compensation from the Company and its Affiliates of more than $150,000.

If a Participant is identified as a Key Employee on an Identification Date, then such Participant shall be considered a Key Employee for purposes of the Plan during the period beginning on the first April 1 following the Identification Date and ending on the next March 31.

SECTION 3.   ELIGIBILITY AND PARTICIPATION.

Participation in the Plan shall be limited to:    

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(i)  Section 401(a)(17) (limiting the amount of compensation that may be taken into account under the 401(k) Plan);

(ii)  Section 401(k)(3) (limiting participants’ Deferred Contributions to the 401(k) Plan);  

(iii)  Section 401(m) (limiting participants’ Non-deferred Contributions and matching Company Contributions under the 401(k) Plan); or

(iv)  Section 415 (limiting overall annual allocations under the 401(k) Plan).  

Any Employee with whom the Company has entered into a contract that provides benefits equivalent to any of the benefits described in this Plan shall not be eligible to participate in or receive benefits under this Plan to the extent of such equivalent benefits.

SECTION 4.   AMOUNT OF PLAN BENEFITS .

A Participant’s Plan Benefit shall consist of (to the extent applicable to the Participant) (i) the Retirement Plan Supplemental Benefit and (ii) the 401(k) Plan Supplemental Benefit.  All Plan Benefits shall accrue as of the last day of each Plan Year or as of the date, if earlier, on which the Participant Separates from Service.  

(i)   All Participants. A Participant’s Retirement Plan Supplemental Benefit shall be the difference between

In the case of any Participant who is an officer of the Company and who is required by the corporate mandatory retirement policy to retire no later than the mandatory retirement date, the Retirement Plan Supplemental Benefit also shall include the difference, if any, between the amount determined in Section 4(a)(i)(B) and the

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vested benefits that would be payable under the Retirement Plan if modified as in Section 4(a)(i)(B) and also modified so that the Incentive Plan awards credited to the Participant (both deferred and not deferred) which were recognized by the Retirement Plan in the Participant’s Final Average Earnings had been 100% of the Standard Bonus (as defined in the Incentive Plan ) , considering for this purpose, only those years during which the Participant was an officer of the corporation and was required to retire not later than the mandatory retirement date under the corporate mandatory retirement policy; provided, however, that for individuals who retire in an Award Year beginning on or after January 1, 2007, the Standard Bonus will be used to calculate Final Average Earnings only with respect to periods prior to January 1, 2007.

(ii)   Prior Plan Offsets .  A Participant’s Retirement Plan Supplemental Benefit shall be reduced by the Participant’s retirement plan supplemental benefit accrued under the Prior Plan.

The Participant shall become vested in the Participant’s Retirement Plan Supplemental Benefit upon the completion of five Years of Vesting Service.

Through December 31 of the Plan Year preceding the Plan Year in which payment of the Participant’s entire 401(k) Plan Supplemental Benefit is made, the amount credited to such bookkeeping account shall be credited with earnings and losses based on the following:

(i) For periods prior to January 1, 2009, earnings shall be calculated using an interest rate equal to 70% of the higher of the following averages, compounded annually:  (i) the prime rate charged by the major commercial banks as of the first business day of each 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).

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(ii) For periods on and after January 1, 2009 and prior to the date determined under Section 4(b)(iii), earnings shall be calculated using an interest rate equal to 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 each calendar quarter.

(iii) Effective as soon as practicable after January 1, 2009 as determined by the Committee, for Participant groups identified by the Committee, earnings and losses shall be calculated by reference to the rate of return on one or more of the investment alternatives that are available under the 401(k) Plan and which are designated by the Committee as available under this Plan. Each Participant may select (in ten percent (10%) increments) which investment alternative(s) will be used for this purpose with respect to his or her bookkeeping account, and the alternative(s) selected need not be the same as the Participant has selected under the 401(k) Plan, but any such selection will apply only prospectively. The Committee shall determine how frequently such selections may be changed.

The Participant shall become vested in the Participant’s 401(k) Plan Supplemental Benefit upon the earliest of completion of two Years of Vesting Service, attainment of age 65 while an Employee, death while an Employee or Total and Permanent Disability.

SECTION 5.   DISTRIBUTIONS OF PLAN BENEFITS .

Distributions of Plan Benefits shall be made after the Participant Separates from Service pursuant to the following procedures.

If the Participant fails to make an annuity election pursuant to this Section 5(a), the vested Retirement Supplemental Benefit shall be distributed in the form of Joint & Survivor 50% Annuity or Single Life Annuity if the Participant is unmarried.

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If the Participant fails to make an election pursuant to this Section 5(b), the vested 401(k) Plan Supplemental Benefit shall be distributed in a lump sum in the Plan Year (but no later than March 15 ^th of such Plan Year) following the Plan Year in which the Participant Separates from Service.

If a Participant dies before the Participant’s 401(k) Plan Supplemental Benefit has been completely distributed, such remaining benefit shall be distributed in a lump sum as soon as practicable thereafter to the Beneficiary.  If the designated Beneficiary does not survive the Participant or dies before receiving payment in full of the Participant’s Deferred Compensation Account, payment shall be made to the estate of the last to die of the Participant or the designated Beneficiary.

Notwithstanding the foregoing, a lump sum distribution shall be made in the Committee’s (or its delegate’s) discretion to clear out a small balance held for the benefit of the Participant (or his or her Beneficiary) provided that the Committee’s (or its delegate’s) decision is evidenced in writing prior to the date of the distribution, the distribution is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code and the payment results in the termination of all benefits due under the plan and all other “account balance plans” treated as a single nonqualified deferred compensation plan with this Plan under Treasury Regulation Section 1.409A-1(c)(2).

To the extent that no bookkeeping account has previously been established for a Participant and if the amount to be credited to the Participant’s account is less than $1,000 in a Plan year, then no 401(k) Plan Supplement Benefit bookkeeping account shall be established for the Participant in such Plan Year and the deferred amount shall be distributed to the Participant in cash not later than the end of the Plan Year following the Plan Year in which such amount was deferred.

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SECTION 6.   MISCELLANEOUS

(i)  If the Participant is not vested in the Retirement Plan Supplemental Benefit or 401(k) Plan Supplemental Benefit when the Participant Separates from Service; or

(ii)  If the Participant is indebted to the Company or any affiliate at the time the Participant or the Participant’s joint annuitant or other Beneficiary becomes entitled to payment of a Plan Benefit.  In such a case, to the extent that the amount of the Plan Benefit does not exceed such indebtedness, the amount of such Plan Benefit shall be forfeited and the Participant’s indebtedness shall be extinguished to the extent of such forfeiture.

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(i)  Except as otherwise provided in Section 6(a)(ii) with respect to a Participant’s indebtedness to the Company or an Affiliate or in Section 6(e)(ii), the interest or rights of any person in the Plan or in any distribution to be made hereunder shall not be assigned (either at law or in equity), alienated, anticipated or subject to the attachment, bankruptcy, garnishment, levy, execution or other legal or equitable process.  Any act in violation of this Section 6(e)(i) shall be void.

(ii) All or any portion of a Participant’s Plan Benefit hereunder shall be subject to the creation, assignment or recognition of a right under a state domestic relations order that is determined to be a “qualified domestic relations order” (within the meaning of Section 414(p) of the Code) under the procedures established by the Company for the determination of the qualified status of domestic relations orders and for making distributions under qualified domestic relations orders.

(i) The Company expects to continue the Plan indefinitely.  Future conditions, however, cannot be foreseen, and the Committee shall have the authority to amend or to terminate the Plan at any time.  Notwithstanding the foregoing, the Vice President, Human Resources, of the Company shall have the power and authority to amend the Plan provided that such amendment (i) does not materially increase the cost of the Plan to the Company or (ii) is required to comply with new or changed legal requirements applicable to the Plan, including, but not limited to, Section 409A.  

(ii) In the event of an amendment of the Plan, a Participant’s Plan Benefits shall not be less than the Plan Benefits to which the Participant would be entitled if the Participant had Separated from Service immediately prior to such amendment.  In addition to the foregoing, the Plan may not be amended (including any amendment to this Section 6(g)) or terminated during the three-year period following a Change in Control if such amendment or termination would alter the provisions of this Section 6(g) or adversely affect a Participant’s accrued Plan Benefits.

(iii)  Except as provided in Section 6(g)(iv), in the event of termination of the Plan, the Participants’ Plan Benefits may, in the Committee’s discretion, be distributed

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within the period beginning 12 months after the date the Plan was terminated and ending 24 months after the date the Plan was terminated, or pursuant to Section 5, if earlier.  If the Plan is terminated and the Plan Benefits are distributed, the Company , in compliance with S ection 409A shall terminate all account and non-account balance non-qualified deferred compensation plans with respect to all P articipants and shall not adopt a new account or non-account balance non-qualified deferred compensation plan for at least five years after the date the Plan was terminated.

(iv)  The Committee may terminate the Plan upon a corporate dissolution of the Company 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 Plan Benefits are distributed and included in the gross income of the Participants by the latest of (A) the Plan Year in which the Plan terminates or (B) the first Plan Year in which payment of the Plan Benefits is administratively practicable.

Claims and appeals filed with respect to benefits awarded under the Plan shall be reviewed in accordance with the Claims and Review Procedure for the PotlatchDeltic Corporation Supplemental Benefit Plan II as provided in Attachment A to the Plan.

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ATTACHMENT A

CLAIMS AND REVIEW PROCEDURE FOR THE POTLATCHDELTIC CORPORATION SUPPLEMENTAL BENEFIT PLAN II

(a)  The claims procedure set forth below is effective for claims decided on or after January 1, 2019 and shall be interpreted in accordance with the applicable provisions of 29 C.F.R. § 2560.503-1, including with respect to a plan providing disability benefits.  Claims decided prior to January 1, 2019 shall be decided under the claims procedure in effect at the time of such decision.

(b)  A Participant or a Beneficiary, or the authorized representative of either, (the “Claimant”) who believes that he or she has been denied benefits to which he or she is entitled under the Plan may file a written claim for such benefits with the person or entity designated by the Benefits Committee (the “Initial Claim Reviewer”). Any such written claim must be addressed to the Benefits Committee, Salaried Supplemental Benefit Plan II, PotlatchDeltic Corporation, 601 W. First Avenue, Suite 1600, Spokane, Washington 99201.  (If the Benefits Committee fails to designate an Initial Claim Reviewer, then the Benefits Committee shall be the Initial Claim Reviewer.)  The Initial Claim Reviewer may prescribe a form for filing such claims and if it does so, a claim will not be deemed properly filed unless such form is used, but the Initial Claim Reviewer shall provide a copy of such form to any person whose claim for benefits is improper solely for this reason.

(c)  Claims that are properly filed will be reviewed by the Initial Claim Reviewer which will make its decision with respect to such claim and notify the Claimant in writing of such decision within 90 days (45 days in the case of a claim related to the Participant’s Disability (a “Disability Claim”)) after the Initial Claim Reviewer’s receipt of the written claim, provided that the 90-day period (45-day period in the case of a Disability Claim) can be extended for up to an additional 90 days (30 days in the case of a Disability Claim) if the Initial Claim Reviewer determines that special circumstances (or matters beyond the control of the Plan in the case of a Disability Claim) require an extension of time to process the claim and the Claimant is notified in writing of the extension prior to the termination of the initial 90-day period (45-day period in the case of a Disability Claim).  In the case of a Disability Claim, if, prior to the end of the 30-day extension period, the Initial Claim Reviewer determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional 30 days, provided that the Claimant is notified in writing of the extension prior to the termination of the initial 30-day period.  Any extension notice shall indicate the special circumstances or matters requiring the extension and the date by which the Initial Claim Reviewer expects to render its decision on the claim.  In the case of a Disability Claim, the extension notice shall also explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the Claimant will be afforded at least 45 days within which to provide the specified information.

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( d )  If the claim is wholly or partially denied, the written response to the Claimant shall include:  

(A)  A discussion of the decision, including an explanation of the basis for disagreeing with or not following (1) the views presented by the Claimant to the Plan of health care professionals treating the Participant and vocational professionals who evaluated the Participant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse benefit determination, without regard to whether the advice was relied upon in making the determination, and (3) a disability determination regarding the Participant presented by the Claimant to the Plan made by the Social Security Administration;

(B)  If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Participant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(C)  Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and

(D)  statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the Claimant’s claim for benefits.  

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(e )  If the claim is denied in whole or in part, the Claimant may appeal such denial by filing a written appeal with the Benefits Committee within 60 days (180 days in the case of a Disability Claim) of receiving written notice that the claim has been denied. Such appeal should include:

(f)  The Claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to his or her claim.

(g)  Appeals will be considered by the Benefits Committee (exclusive of the Initial Claim Reviewer or any subordinate of the Initial Claim Reviewer in the case of a Disability Claim), which will take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial determination.  The Benefits Committee will not afford any deference to the Initial Claim Reviewer’s denial of the claim.

(h)  In deciding an appeal of a Disability Claim that is based in whole or in part on a medical judgment, the Benefits Committee will consult with a health care professional who was neither consulted by the Initial Claim Reviewer with respect to the claim that is the subject of the appeal nor a subordinated of such health care professional and provide for the identification of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the Initial Claim Reviewer’s determination (without regard to whether the advice was relied upon by the Initial Claim Reviewer in making its determination).  Before the Benefits Committee can issue an adverse benefit determination on appeal of a Disability Claim, the Benefits Committee will provide the Claimant, free of charge, with any new or additional evidence considered, relied upon, or generated by the Benefits Committee in connection with the claim or any new or additional rationale on which an adverse benefit determination on appeal will be based on.  Such evidence or rationale will be provided to the Claimant as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on appeal of a Disability Claim is required to be provided to give the Claimant a reasonable opportunity to respond prior to that date.

(i)  The Benefits Committee will make its decision with respect to any appeal, and notify the Claimant in writing of such decision, within 60 days (45 days in the case of a Disability Claim) after the Benefits Committee’s receipt of the written appeal; provided that the 60-day period (45-day period in the case of a Disability Claim) can be extended

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143056230.3

for up to an additional 60 days (45 days in the case of a Disability Claim) if the Benefits Committee determines that special circumstances require an extension of time to process the appeal and the Claimant is notified in writing of the extension prior to the termination of the initial 60-day period (45-day period in the case of a Disability Claim).  The extension notice shall indicate the special circumstances requiring the extension and the date by which the Benefits Committee expects to render its decision on the appeal.

(j)  In the event the claim is denied on appeal, the written denial will include:

(A)  Any applicable contractual limitations period that applies to the Claimant’s right to bring a civil action under ERISA § 502(a), including the calendar date on which the contractual limitations period expires for the claim;

(B)  A discussion of the decision, including an explanation of the basis for disagreeing with or not following (1) the views presented by the Claimant to the Plan of health care professionals treating the Participant and vocational professionals who evaluated the Participant, (2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, and (3) a disability determination regarding the Participant presented by the Claimant to the Plan made by the Social Security Administration;

(C)  If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

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( D )  Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist.

(k)  A Claimant may not bring an action under ERISA § 502(a) or otherwise with respect to his or her claim until he or she has exhausted the foregoing procedure. Any such action must be filed in a court of competent jurisdiction within 180 days after the date on which the Claimant receives the Benefits Committee’s written denial of the Claimant’s claim on appeal or, if earlier, one year after the date of the occurrence of the alleged facts or conduct giving rise to the claim (including, without limitation, the date the Claimant alleges he or she became entitled to Plan benefits requested in the suit or legal action) or it shall be forever barred. Any further review, judicial or otherwise, of the Benefits Committee’s decision on the Claimant’s claim will be limited to whether, in the particular instance, the Benefits Committee abused its discretion. In no event will such further review, judicial or otherwise, be on a de novo basis, as the Benefits Committee has discretionary authority to determine eligibility for benefits and to construe and interpret the terms of the Plan.

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ADDENDUM A

AMENDMENT AND RESTATEMENT OF THE

ADDITIONAL BENEFITS PROVIDED TO MICHAEL J. COVEY

Except as provided in this amendment and restatement to Addendum A, all of the terms and conditions of the PotlatchDeltic Corporation Salaried Supplemental Benefits Plan II, or successor plan (the “Plan”), shall apply to any benefit payable under the Plan to Michael J. Covey. PotlatchDeltic Corporation (“PotlatchDeltic”) provided to Mr. Covey a minimum pension benefit guaranteed in his Employment Agreement dated February 6, 2006, as amended (the “Agreement”), which term ends on February 6, 2009, if he retires at or after age 55.  The Agreement provides that PotlatchDeltic is obligated to continue to honor the retirement benefits set forth in Section 5(b)(iv) of the Agreement described below after the term of the Agreement ends.  In addition, the amendment to the Agreement provides that Mr. Covey is fully vested in his Plan benefits, but not the minimum pension benefit provided in Section 5(b)(iv) of his Agreement, as of his first day of employment, which is consistent with the vesting of benefits provided to other PotlatchDeltic executives; provided, however, in the event of a Change in Control, as defined in the Plan, he will be vested in the minimum pension benefit immediately.  This amended and restated Addendum A describes the benefits that will be provided to Mr. Covey under the Plan.

Michael J. Covey shall be fully vested in the Plan, except for the “Minimum Benefit” described below, on the first day of employment with PotlatchDeltic.  Furthermore, if Mr. Covey Separates from Service, as defined in the Plan, at or after age 55, he will receive a Minimum Benefit under the Plan, determined as follows:

(a) The positive amount equal to $26,800 minus the Total Monthly Pension Benefits, as defined below (the “Difference”), shall be paid to Mr. Covey as provided herein.

(i) The “Total Monthly Pension Benefits” shall be the sum of the monthly vested benefit under the Company’s Plan and qualified pension plan, as described in Section 4(a)(i)(B) of the Plan (the “Company Pension Benefits”), plus the monthly benefit under Mr. Covey’s former employer’s supplemental pension plan and qualified pension plan that would have been provided to Executive, taking into consideration his termination date with his former employer (the “Former Company Pension Benefits”); provided that the Company Pension Benefits and the Former Company Pension Benefits shall be calculated as the actuarial equivalent of a single life annuity.  

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(b) The payment of the Difference as a monthly single life annuity shall be converted at the Beginning Date, as defined in the Plan, into the actuarial equivalent form that Executive has validly elected to receive his Retirement Plan Supplemental Benefit under the Plan, which amount shall be paid at the same time and in the same form as his Retirement Plan Supplemental Benefit.

(c) In the event that the Difference is zero or less, then no additional benefits shall be paid to Mr. Covey hereunder.

Notwithstanding the foregoing, if there is a Change in Control, as defined in the Plan, then Mr. Covey shall immediately vest in his Minimum Benefit and he shall receive his Minimum Benefit upon his Separation from Service without regard to attainment of age 55.

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A DD ENDUM B

ADDITIONAL BENEFITS PROVIDED TO BRENT STINNETT

Except as provided in this Addendum B, all of the terms and conditions of the PotlatchDeltic Corporation Salaried Supplemental Benefits Plan II (the “Plan”) shall apply to any benefit payable under the Plan to Brent Stinnett.  In accordance with the foregoing, the retirement benefits guaranteed to Mr. Stinnett in his Offer Letter, dated July 18, 2006 and accepted by Mr. Stinnett on July 21, 2006 will be provided under this Addendum B to the Plan to the extent that such minimum retirement benefit are not provided by any other section of the Plan or under any other section of the PotlatchDeltic Salaried Retirement Plan or the PotlatchDeltic Salaried 401(k) Plan.  The relevant section of Mr. Stinnett’s Offer Letter is reproduced below (references below to the Potlatch Forest Products Corporation Salaried Retirement Plan and Salaried Savings Plan shall be deemed to include references to the PotlatchDeltic Salaried Retirement Plan and PotlatchDeltic Salaried 401(k) Plan):

You will be considered 100% vested immediately in any benefit you accrue under the terms of the Potlatch Forest Products Corporation Salaried Retirement Plan and Potlatch Forest Products Corporation Salaried Savings Plan (“Qualified Plans”) and the Potlatch Corporation Supplemental Retirement Plan (“Non Qualified Plan”).  Additionally, you will be treated as eligible for early retirement, death and disability benefits under the terms of both the Qualified and Non-Qualified Plans without meeting the Years of Service requirements that normally apply within these plans.  The effect of this provision is to assure that you begin accruing non-forfeitable pension and 401(k) benefits immediately upon joining PotlatchDeltic, and that you may receive plan benefits earlier than age 65 if you should, die, become disabled or choose to retire early (“Qualifying Events”).

While considered as 100% vested under the terms of the Qualified Plans, no benefits will be payable under the Qualified Plan unless you meet the requirements contained within these plans.  Rather, the Non Qualified Plan will provide and pay all benefits that accrue under the Qualified Plans, as well as, any benefits that accrue under the Non-Qualified Plan, as the case may be, upon the occurrence of a Qualifying Event.

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ADDENDUM C

ADDITIONAL BENEFITS PROVIDED TO JANE CRANE

Except as provided in this Addendum C, all of the terms and conditions of the PotlatchDeltic Corporation Salaried Supplemental Benefits Plan II (the “Plan”) shall apply to any benefit payable under the Plan to Jane Crane.  In accordance with the foregoing, the retirement benefits guaranteed to Ms. Crane in her Offer Letter, dated January 5, 2007 and accepted by Ms. Crane on January 8, 2007, will be provided under this Addendum C to the Plan to the extent that such minimum retirement benefits are not provided by any other section of the Plan or under any other section of the PotlatchDeltic Salaried Retirement Plan or the PotlatchDeltic Salaried 401(k) Plan.  The relevant section of Ms. Crane's Offer Letter is reproduced below(references below to the Potlatch Forest Products Corporation Salaried Retirement Plan and Salaried Savings Plan shall be deemed to include references to the PotlatchDeltic Salaried Retirement Plan and PotlatchDeltic Salaried 401(k) Plan):

You will be considered 100% vested immediately in any benefit you accrue under the terms of the Potlatch Forest Products Corporation Salaried Retirement Plan and Potlatch Forest Products Corporation Salaried Savings Plan ("Qualified Plans") and the Potlatch Corporation Supplemental Retirement Plan  ("Non Qualified Plan").  Additionally, you will be treated as eligible for early retirement, death and disability benefits under the terms of both the Qualified and Non-Qualified Plans without meeting the Years of Service requirements that normally apply within these plans.  The effect of this provision is to assure that you begin accruing non-forfeitable pension and 401(k) benefits immediately upon joining PotlatchDeltic, and that you may receive plan benefits earlier than age 65 if you should, die, become disabled or choose to retire early ("Qualifying Events").

While considered as 100 % vested under the terms of the Qualified Plans, no benefits will be payable under the Qualified Plans unless you meet the requirements contained within these plans.  Rather, the Non Qualified Plan will provide and pay all benefits that accrue under the Qualified Plans, as well as, any benefits that accrue under the Non-Qualified Plan, as the case may be, upon the occurrence of a Qualifying Event.

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ADDENDUM D

ADDITIONAL BENEFITS PROVIDED TO LORRIE SCOTT

Except as provided in this Addendum D, all of the terms and conditions of the PotlatchDeltic Corporation Salaried Supplemental Benefits Plan II (the “Plan”) shall apply to any benefit payable under the Plan to Lorrie Scott.  In accordance with the foregoing, the retirement benefits guaranteed to Ms. Scott in her Offer Letter, dated June 3, 2010 and accepted by Ms. Scott on June 16, 2010, will be provided under this Addendum D to the Plan to the extent that such minimum retirement benefits are not provided by any other section of the Plan or under any other section of the PotlatchDeltic Salaried Retirement Plan or the PotlatchDeltic Salaried 401(k) Plan.  These retirement benefits consist of the following (references below to the defined benefit plan shall be deemed to include references to the PotlatchDeltic Salaried Retirement Plan and PotlatchDeltic Salaried 401(k) Plan):

You will be considered 100% vested immediately in any benefit you accrue under the terms of the PotlatchDeltic Corporation Salaried Retirement Plan and PotlatchDeltic Corporation Salaried 401(k) Plan ("Qualified Plans") and the Potlatch Corporation Supplemental Retirement Plan  ("Non Qualified Plan").  Additionally, you will be treated as eligible for early retirement, death and disability benefits under the terms of both the Qualified and Non-Qualified Plans without meeting the Years of Service requirements that normally apply within these plans.  The effect of this provision is to assure that you begin accruing non-forfeitable pension and 401(k) benefits immediately upon joining PotlatchDeltic, and that you may receive plan benefits earlier than age 65 if you should, die, become disabled or choose to retire early ("Qualifying Events").

While considered as 100 % vested under the terms of the Qualified Plans, no benefits will be payable under the Qualified Plans unless all requirements contained within these plans are met.  Rather, the Non Qualified Plan will provide and pay all benefits that accrue under the Qualified Plans, as well as, any benefits that accrue under the Non-Qualified Plan, as the case may be, upon the occurrence of a Qualifying Event.

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POTLATCHDELTIC CORPORATION SEVERANCE PROGRAM FOR EXECUTIVE EMPLOYEES

Amended and Restated Effective January 1, 2019

POTLATCHDELTIC CORPORATION

SEVERANCE PROGRAM FOR EXECUTIVE EMPLOYEES

Effective September 5, 2013

Amended and Restated Effective January 1, 2019

SECTION 1 ADOPTION AND PURPOSE OF PROGRAM .

PotlatchDeltic Corporation (the “Company”) amended and restated the Potlatch Corporation Severance Program for Executive Employees (the “Program”), effective September 5, 2013 and February 14, 2014. This amendment and restatement is effective as of January 1, 2019 and applies in the case of any Separation from Service on and after such date; the applicable prior version of the Program applies to any Separation from Service prior to such date. The Program is designed to provide a program of severance payments to certain employees of the Company and its designated subsidiaries. The Program is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA and Section 2510.3-1 of the regulations issued thereunder.  The plan administrator of the Program for purposes of ERISA is the Committee.

SECTION 2 DEFINITIONS .

(a) “Affiliate” means any other entity which would be treated as a single employer with the Company under Section 414(b) or (c) of the Code, provided that in applying such Sections and in accordance with the rules of Treasury Regulation Section 1.409A-1(h)(3), the language “at least 50 percent” shall be used instead of “at least 80 percent.”

(b) “Base Compensation” means an Eligible Employee’s base rate of pay as in effect at the time the Eligible Employee Separates from Service, or, if greater, the rate in effect at the time Good Reason occurs or the time a Change in Control occurs, if applicable. An Eligible Employee’s base rate of pay shall be determined without reduction for (i) any deferred contributions made by the Eligible Employee pursuant to the Salaried 401(k) Plan, or (ii) any contributions made by the Eligible Employee pursuant to the PotlatchDeltic Management Deferred Compensation Plan.

(c) “Beneficiary” means the person or persons who become entitled to receive payment as a result of the death of an Eligible Employee. The Eligible Employee may designate a beneficiary under the Program in a form provided by the Committee.

(d) “Benefits Committee” means the PotlatchDeltic Corporation Benefits Committee and any successor committee thereto.

1

(f) “Cause” means dishonesty, fraud, serious or willful misconduct, conduct prohibited by law (except minor violations), or the Eligible Employee’s material breach of any of his or her obligations regarding noncompetition, nonsolicitation or the protection of confidential or proprietary information and trade secrets, as those obligations are set forth in any written agreement executed between the Eligible Employee and the Participating Company, in each case as determined by the Vice President, Human Resources, of the Company or, in the case of executive officers, the Board or the Committee.

(g) “Change in Control” unless the Committee determines otherwise with respect to severance benefits at the time an Eligible Employee is first considered eligible to receive payment of severance benefits pursuant to the terms of Section 5 the Program or unless otherwise defined for purposes of a severance benefit in a written employment, services or other agreement between the Participant and the Company means the occurrence of any of the following events:

(i) The consummation of a merger or consolidation involving the Company (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 Company (the “Outstanding Common Stock”) and the then outstanding voting securities of the Company 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 Company or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company 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 Exchange Act (a “Person”) (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or such other corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then outstanding shares of common stock or common equity of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity 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, or

(C) at least a majority of the members of the board of directors or similar governing body of the corporation or other entity resulting from such Business Combination were

2

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

(ii) Individuals who, as of May 9, 2018   constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director of the Company subsequent to May 9, 2018 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors of the Company 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 of the Company, 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; or

(iii) The acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (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 paragraph (iii):

(I) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by the Company;

(II) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by the Company; and

(III) any acquisition of Outstanding Common Stock or Outstanding Voting Securities by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of paragraph (i) of this definition; or

(iv) The consummation of the sale, lease or exchange of all or substantially all of the assets of the Company.

(i) “Committee” means the Executive Compensation and Personnel Policies Committee of the Board.

3

(j) “Company” has the meaning set forth in Section 1.  References to the Company include Participating Companies where the context so indicates.

(k) “Eligible Employee” has the meaning set forth in Section 3.

(m) “Good Reason” means the existence of any one or more of the following conditions without an Eligible Employee’s express written consent: (i) the assignment to the Eligible Employee of any duties or responsibilities that results in a material diminution of his or her duties or responsibilities as in effect immediately prior to such assignment; provided, however, that, for the avoidance of doubt, a change in his or her title or reporting relationships shall not constitute Good Reason; (ii) a material reduction in the Eligible Employee’s annual base salary, as determined by taking into account the annual base salary in effect immediately prior to such reduction (and as may have been increased after the date of a Change in Control); (iii) a material reduction in the Eligible Employee’s aggregate employee benefit opportunities provided under material Benefit Plans, as determined by taking into account, in the aggregate, such opportunities in effect immediately prior to such reduction (and as may have been increased after the date of a Change in Control), unless such reduction is part of an across-the-board reduction of employee benefit opportunities for substantially all similarly-situated employees of the Participating Company as of the time of such reduction; (iv) a relocation of the Eligible Employee’s business office to a location more than fifty (50) miles from the location at which he or she performs duties as of the date such relocation requirement or request is communicated to the Eligible Employee by the Participating Company, except for required business travel to an extent substantially consistent with his or her business travel obligations prior to such date; or (v) a material breach by the Participating Company of any material written agreement between the Eligible Employee and the Participating Company concerning the terms and conditions of the Eligible Employee’s employment or other service relationship with the Participating Company.  For purposes of this definition of “Good Reason,” the term “Benefit Plan” means any cash or equity-based incentive plan, qualified and nonqualified employee benefit plan or any employee welfare plan of the Participating Company.

(o) “Incentive Plan” means the PotlatchDeltic Corporation Annual Incentive Plan and any successor plan.

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(i) An officer of the Company or an Affiliate having annual compensation greater than the compensation limit in Section 416(i)(l)(A)(i) of the Code, provided that no more than fifty (50) officers of the Company and its Affiliates shall be determined to be Key Employees as of any Identification Date;

(iii) A one percent (1%) owner of the Company having annual compensation from the Company and its Affiliates of more than $150,000.

If an Eligible Employee is identified as a Key Employee on an Identification Date, then such Eligible Employee shall be considered a Key Employee for purposes of the Program during the period beginning on the first April 1 following the Identification Date and ending on the next March 31.

(q) “Normal Retirement Date” means the first day of the month coinciding with or nest following a Participant’s 65 ^th birthday, or, if sooner, the first day of the month coinciding with or nest following the date on which a Participant experiences a Separation from Service after having attained at least age 55 and accrued at least 10 years of service with the Company and its Affiliates, as determined by the Committee in its discretion.

(r) “Participating Company” means the Company and its subsidiaries designated by the Committee to participate in the Program.

(s) “Present Value” means the present value calculated using the assumed discount rate applied in projecting the Company’s pension benefit obligations for financial reporting purposes and the RP 2000 mortality table.

(t) “Principal Officers” means the chairman and chief executive officer, president and chief operating officer, chief financial officer, secretary, treasurer and controller and any vice president of a Participating Company.

(v) “Retirement Plan” means the PotlatchDeltic Salaried Retirement Plan as in effect from time to time.

(w) “Salaried 401(k) Plan” means the PotlatchDeltic Salaried 401(k) Plan as in effect from time to time.

(x) “Section 409A” means Section 409A of the Code, including regulations and guidance promulgated thereunder.

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(y) “Separation from Service” or “Separates from Service” means termination of an Eligible Employee’s service as an Eligible Employee consistent with the requirements of Section 409A. For purposes of the Program, “Separation from Service” (including “Separates from Service”) generally means termination of an Eligible Employee’s employment as a common-law employee of the Company and each Affiliate.

(z) “Supplemental Plans” means the Potlatch Corporation Salaried Employees’ Supplemental Benefit Plan and PotlatchDeltic Corporation Salaried Supplemental Benefit Plan II and any successor plan.

(aa) “Year of Service” means a year of vesting service as determined under the Retirement Plan.

SECTION 3 ELIGIBILITY .

All Principal Officers and appointed vice presidents of the Participating Companies and such other employees of the Participating Companies who are designated by the Committee to participate in the Program shall be eligible to participate in the Program (each, an “Eligible Employee”).   As a condition to participation in the Program, each Eligible Employee shall agree in writing to become bound by its terms.

SECTION 4 SEVERANCE BENEFITS .