8-K

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Act of 1934

October 18, 2006

Date of Report (date of earliest event reported)

Deltic Timber Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12147	71-0795870
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 East Elm Street, El Dorado, Arkansas	71730
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (870) 881-9400

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

On October 18, 2006, the Executive Compensation Committee (the “Committee”) of the Board of Directors of Deltic Timber Corporation (the “Company”) approved amendments to the Company’s 2002 Stock Incentive Plan, Annual Incentive Compensation Plan, Non Qualified Stock Option Form, Restricted Stock Award Agreement and Stock Power, Performance Based Restricted Stock Award Agreement and Stock Power, Change-in-Control and Involuntary Severance Agreement with CEO, Change-in-Control Agreement with CEO Direct Reports and Deltic Timber Corporation Supplemental Executive Retirement Plan. The Committee, which administers executive compensation for the Company, adopted the amendments to bring the various plans, awards made pursuant thereto, and agreements into compliance with new Internal Revenue Code Section 409A rules regarding deferred compensation.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Deltic Timber Corporation 2002 Stock Incentive Plan
10.13	Annual Incentive Compensation Plan
10.14	Non Qualified Stock Option Form
10.15	Restricted Stock Award Agreement and Stock Power
10.16	Performance Based Restricted Stock Award Agreement and Stock Power
10.17	Change-in-Control and Involuntary Severance Agreement with CEO
10.18	Change-in-Control Agreement with CEO Direct Reports
10.20	Deltic Timber Corporation Supplemental Executive Retirement Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Deltic Timber Corporation
By:	/s/ W. Bayless Rowe
	W. Bayless Rowe, Secretary

Date: October 24, 2006

EX-10.1

EXHIBIT 10.1

DELTIC TIMBER CORPORATION 2002 STOCK INCENTIVE PLAN

SECTION 1. Purpose.

The Deltic Timber Corporation 2002 Stock Incentive Plan is designed to enhance the ability of the Company to attract and retain exceptionally qualified individuals and to encourage them to acquire a proprietary interest in the growth and performance of the Company.

SECTION 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee. If and to the extent that it is necessary for an Award to comply with Section 409A of the Code, “Affiliate” shall be interpreted in a manner that is consistent with the characterization of the Shares as “service recipient stock”.

(b) “Award” shall mean any Option, award of Restricted Stock, Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted under the Plan.

(c) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(d) “Board” shall mean the board of directors of the Company.

(e) “Change of Control” shall mean the first to occur of:

(i) an individual, corporation, partnership, group, associate or other entity or “person”, as such term is defined in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plan(s) sponsored by the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 25% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors;

(ii) individuals who constitute the Board of Directors of the Company on the effective date of the Plan (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any Approved Director, as hereinafter defined, shall be, for purposes of this subsection (ii), considered as though such person were a member of the Incumbent Board. An “Approved Director”, for purposes of this subsection (ii), shall mean any person becoming a director subsequent to the effective date of the Plan whose

election, or nomination for election by the Company’s shareholders, was approved by a vote of at last three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee of the Company for director), but shall not include any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or “person” other than the Board.

(iii) the approval by the shareholders of the Company of a plan or agreement providing (A) for a merger or consolidation of the Company other than with a wholly- owned subsidiary and other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 65% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (B) for a sale, exchange or other disposition of all or substantially all of the assets of the Company. If any of the events enumerated in this subsection (iii) occurs, the Committee shall determine the effective date of the Change of Control resulting therefrom for purposes of the Plan.

(iv) In addition to the events described in subsections (i), (ii) and (iii), it shall be a “Change of Control” for purposes hereof for any Participant principally employed in the business of a Designated Business Unit, as hereinafter defined, if an event described in subsections (i), (ii) or (iii) shall occur, except that for purposes of this subsection (iv), references in such subsections to the “Company” shall be deemed to refer to the Designated Business Unit in the business of which the Participant is principally employed. A change in Control described in this subsection (iv) shall apply only to a Participant employed principally by the affected Designated Business Unit. For purposes of this subsection (iv), “Designated Business Unit” shall mean those subsidiaries and any other business unit identified as a Designated Business Unit by the Committee from time to time.

(v) If a transaction would constitute a “Change of Control” hereunder, but would not constitute a permissible payment event for purposes of Section 409A, and if an outstanding Award holder would be subject to adverse tax consequences as a result, the Company shall not be required to make any payment to any such Participant that would cause such Participant to incur such adverse consequences.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(g) “Committee” shall mean a committee of the Board designated by the Board to administer the Plan. Unless otherwise determined by the Board, the Executive Compensation Committee designated by the Board shall be the Committee under the Plan.

(h) “Company” shall mean Deltic Timber Corporation, together with any successor thereto.

(i) “Earnings Per Share” shall mean earnings per share calculated in accordance with Generally Accepted Accounting Principles.

(j) “Executive Group” shall mean every person who is expected by the Committee to be both (i) a “covered employee” as defined in Section 162(m) of the Code as of the end of the taxable year in which payment of the Award may be deducted by the Company, and (ii) the recipient of compensation of more than $1,000,000 for that taxable year.

(k) “Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities) the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.

(l) “Incentive Stock Option” shall mean an option granted under Section 6 that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto.

(m) “Market Share” shall mean the percent of sales of the total available market in an industry, product line or product attained by the Company or one of its business units during a time period.

(n) “Net Revenue Per Employee” in a period shall mean net revenue divided by the average number of employees of the Company, with average defined as the sum of the number of employees at the beginning and ending of the period divided by two.

(o) “Non-Qualified Stock Option” shall mean an option granted under Section 6 that is not intended to be an Incentive Stock Option.

(p) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(q) “Other Stock-Based Award” shall mean any right granted under Section 9.

(r) “Participant” shall mean an individual granted an Award under the Plan.

(s) “Performance Unit” shall mean any right granted under Section 8.

(t) “Restricted Stock” shall mean any Share granted under Section 7.

(u) “Restricted Stock Unit” shall mean a contractual right granted under Section 7 that is denominated in Shares, each of which represents a right to receive the value of a Share (or a percentage of such value, which percentage may be higher than 100%) upon the terms and conditions set forth in the Plan and the applicable Award Agreement.

(v) “Return On Common Equity” for a period shall mean net income less preferred stock dividends divided by total shareholders equity, less amounts, if any, attributable to preferred stock.

(w) “Return On Net Assets” for a period shall mean net income less preferred stock dividends divided by the difference of average total assets less average non-debt liabilities, with average defined as the sum of assets or liabilities at the beginning and ending of the period divided by two.

(x) “Revenue Growth” shall mean the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.

(y) “Plan” shall mean this Deltic Timber Corporation 2002 Stock Incentive Plan.

(z) “Shares” shall mean shares of the common stock of the Company, $.01 par value.

(aa) “Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

(bb) “Total Shareholder Return” shall mean the sum of the appreciation in the Company’s stock price and dividends paid on the common stock of the Company over a given period of time.

SECTION 3. Eligibility.

(a) Any individual who is employed by the Company or any Affiliate, and any individual who provides services to the Company or any Affiliate as an independent contractor, including any officer or employee-director, shall be eligible to be selected to receive an Award under the Plan.

(b) An individual who has agreed to accept employment by, or to provide services to, the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of the date of such agreement.

(c) Directors who are not full-time or part-time officers or employees are eligible to receive Awards hereunder.

(d) Holders of options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible for grant of Substitute Awards hereunder.

SECTION 4. Administration

(a) The Plan shall be administered by the Committee. The Committee shall be appointed by the Board and shall consist of not less than three directors. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee. The Committee may issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine. A majority of the member of the Committee shall constitute a quorum.

(b) Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) determine whether and to what extent Awards should comply or continue to comply with any requirement of statute or regulation; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the stockholders and the Participants.

SECTION 5. Shares Available for Awards.

(a) Subject to adjustment as provided below, the number of Shares available for issuance under the Plan shall be 1,800,000 shares. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e), (i) no Participant may receive Options and stock appreciation rights under the Plan in any calendar year that relate to more than 50,000 Shares and (ii) the maximum number of Shares with respect to which Awards may be made under Sections 7 and 9 is 180,000.

(b) If, after the effective date of the Plan, any Shares covered by an Award, or to which such an Award relates, are forfeited, or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under the Plan.

(c) In the event that any Option or other Award granted hereunder (other than a

Substitute Award) is exercised through the delivery of Shares, or in the event that withholding tax liabilities arising from such Option or Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under the Plan shall be increased by the number of Shares so surrendered or withheld.

(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares.

(e) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a), (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(f) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.

SECTION 6. Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a) The purchase price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b) The term of each Option shall be fixed by the Committee.

(c) The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(d) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder.

SECTION 7. Restricted Stock and Restricted Stock Units.

(a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

(b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. If the vesting conditions applicable to an Award of Restricted Stock or Restricted Stock Units relate exclusively to the passage of time and continued employment or provision of services, or refraining therefrom, such time period shall consist of not less than 36 months.

(c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and may bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d) Except as otherwise determined by the Committee, upon termination of employment or cessation of the provision of services (as determined under criteria established by the Committee) for any reason during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

SECTION 8. Performance Units.

(a) The Committee is hereby authorized to grant Performance Units to Participants.

(b) Subject to the terms of the Plan, a Performance Unit granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Unit, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Unit granted and the amount of any payment or transfer to be made pursuant to any Performance Unit shall be determined by the Committee.

SECTION 9. Other Stock-based Awards

The Committee is hereby authorized to grant to Participants such other Awards (including, without limitation, stock appreciation rights and rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 9 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

SECTION 10. General Provisions Applicable to Awards

(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee and, if and to the extent necessary, in compliance with Section 409A of the Code. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.

(d) Unless the Committee shall otherwise determine, no Award and no right under any such Award, shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime

only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e) All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(f) An Award (other than an option or stock appreciation right) to a member of the Executive Group may include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance period or periods, as determined by the Committee, of a level or levels, as determined by the Committee, of one or more of the following performance measures: (i) Return on Net Assets, (ii) Revenue Growth, (iii) Return on Common Equity, (iv) Total Shareholder Return, (v) Earnings Per Share, (vi) Net Revenue Per Employee or (vii) Market Share.

(g) Unless specifically provided to the contrary in any Award Agreement, upon a Change of Control, all Awards shall become fully vested and exercisable, and any restrictions applicable to any Award shall automatically lapse.

SECTION 11. Amendment and Termination

(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to qualify or comply or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

(b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair the rights of any affected Participant

or holder or beneficiary under any Award theretofore granted under the Plan; and provided further that, except as provided in Section 5(e), no such action shall reduce the exercise price of any Option established at the time of grant hereof.

(c) The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 5(e)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. In making such adjustments, the Committee shall ensure that Awards do not cause a Participant to incur adverse tax consequences under Section 409A of the Code without the consent of the affected Participant.

(d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award.

(e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

SECTION 12. Miscellaneous.

(a) No employee, independent contractor, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, independent contractors, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash, Shares, other securities, other Awards or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d) The grant of an Award shall not be construed as giving a Participant the right to

be retained in the employ or service of the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant from employment or terminate the services of an independent contractor, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding the parties.

(e) If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

SECTION 13. Effective Date of Plan.

The Plan shall be effective as of the date of its approval by the stockholders of the Company.

SECTION 14. Term of the Plan.

No Award shall be granted under the Plan after the tenth anniversary of the effective date However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

EX-10.13

EXHIBIT 10.13

ANNUAL INCENTIVE COMPENSATION PLAN

FOR DELTIC TIMBER CORPORATION

I. PURPOSE OF THE PLAN

The purpose of the Annual Incentive Compensation Plan (hereinafter the “Plan”) for Deltic Timber Corporation is to provide incentive compensation to those full-time, salaried employees who, in the opinion of the Committee, contribute significantly to the growth and success of the Company; to attract and retain individuals of outstanding ability; and to align the interests of eligible employees with the interests of the Company stockholders.

II. DEFINITIONS

When used in the Plan, the following words and phrases shall have the following meanings:

(a) “Board” means the Board of Directors of Deltic Timber Corporation.

(b) “Committee” means the Executive Compensation Committee of the Board or any other committee of the Board designated by Resolution of the Board to administer the Plan.

(c) “Company” means Deltic Timber Corporation, its successors and assigns, and each of its subsidiaries designated by the Committee for participation in this Plan.

(d) “Participant” means any full-time, salaried employee of the Company selected by the Committee to receive an award under the Plan. Nonemployee members of the Board are not eligible to receive awards under the Plan.

(e) “Performance Criteria” means those financial and/or business measures that are selected each Plan Year by the Committee and used to determine awards under the Plan.

(f) “Plan” means the Annual Incentive Compensation Plan for Deltic Timber Corporation.

(g) “Plan Year” means the period of twelve (12) consecutive months, beginning January 1 of each year and ending December 31 of each year, during the course of which Performance Criteria are measured.

III. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee. Subject to the provisions of the Plan, the Committee shall have exclusive authority to amend, modify, suspend or terminate the Plan at any time.

At the beginning of each Plan Year, the President and Chief Executive Officer of the Company will make recommendations to the Committee regarding Participants, size of awards, financial and business segment Performance Criteria and performance targets. The Committee will consider and approve or modify the recommendations as appropriate. The Performance Criteria shall in any event be adopted by the Committee in writing no later than ninety (90) days following the beginning of each Plan Year. Once adopted by the Committee, these objectives and the specific level of achievement will then be communicated to each Participant. At the conclusion of each Plan Year, the President and Chief Executive Officer of the Company will present to the Committee a schedule indicating actual performance results and the recommended award earned by each Participant. The Committee will review the recommendations and approve or modify the recommended award to be paid to each Participant.

IV. PERFORMANCE CRITERIA

The Performance Criteria to be used to measure actual performance for establishing award opportunities in the Plan shall be approved by the Committee.

V. DETERMINATION OF AWARDS

As soon as practicable after the end of each Plan Year, the President and Chief Executive Officer of the Company will determine the actual level of performance for each criteria. This actual level of performance will be compared to the target and a deviation from target will be determined by using payout matrices approved by the Committee. This deviation from target, expressed as a percent, will determine the actual payout, if any, for each individual and for all Participants combined. When actual performance is either above or below the target, payouts to all Participants will be increased or decreased to reflect actual performance. Actual payouts must be approved by the Committee.

VI. REVISED AWARD LEVELS AND PERFORMANCE CRITERIA

For Participants who are assigned to different position levels or transferred between Company organizations during the Plan Year, the Committee may, at any time, and upon recommendation of the President and Chief Executive Officer of the Company, establish revised award levels and performance measure(s) for that Participant.

VII. FORM OF PAYMENT

All awards under the Plan will be paid in cash, in one lump sum, subject to such payroll taxes and other deductions, if any, as may be applicable at the time of payment.

VII. TIMING OF PAYMENT

All awards will be paid as soon as practicable following approval of actual awards by the Committee, but not later than two and one-half (2 ¹/2) months following the end of the Plan Year for which the awards were granted.

IX. ADJUSTMENTS

The Committee may not retroactively change any performance measure, targets, payout schedules or participation levels for a Plan Year, except to the extent determined by the Committee in the event of changes in accounting practices or extraordinary or unanticipated circumstances.

X. TERMINATION, DEATH OR DISABILITY

Awards will be paid only to Participants who are actually employed and on the payroll on the last day of each Plan Year. A Participant whose employment terminates prior to the end of the Plan Year shall forfeit any and all awards and payouts from the Plan, whether terminated by the Company or voluntarily. Those who terminate employment due to death, disability or normal retirement will be paid a pro-rata portion of any award based on their date of termination. Such prorated payments will be made at the time and in the form that all payments are normally made to all other Participants.

XI. SPECIAL INCENTIVE A WARDS

The Company’s President and Chief Executive Officer has the authority under the terms and provisions of the Plan to grant special incentive awards to both Participants and non-Participants in those years where it is reasonable to expect that performance measures will be met and incentive bonuses earned. In this regard, a special cash incentive award may be available to a full-time employee of the Company or any of its subsidiaries in recognition of the employee’s exceptional performance or unusual contributions during the Plan Year; provided that the total of such awards shall not exceed an amount calculated to be equal to 15 percent of the total incentive bonus pool for such year. Such awards will be paid in the form of a cash bonus, subject to regular payroll taxes and other deductions that may be applicable at the time of payment. Only full-time salaried employees of the Company or its subsidiaries shall be considered to be eligible for a special incentive award; nonemployee members of the Board of Directors cannot receive an award pursuant to the Plan.

XII. MISCELLANEOUS

No Participant shall have the right to anticipate, alienate, sell, transfer, assign, pledge or encumber his or her right to receive any award made under the Plan.

No Participant shall have any lien on any assets of the Company by reason of any award made under the Plan.

The Company reserves the right to modify or discontinue the Plan at any time, provided, that no such modification or discontinuance shall adversely affect rights to receive any amount to which Participants have become entitled prior to such modification or termination. Neither the Plan nor any award made under the Plan shall create any employment contract or relationship between the Company and any Participant, or affect in any manner the rights of the Company with respect to the termination of employment of any Participant.

Each Participant shall be provided with a description for each Plan Year which shall include applicable performance measure(s) for such year, a payout schedule for various levels of performance and individual target payout percents for such Participant.

This Plan shall be binding on the successors of the Company (including any Successor Company).

EX-10.14

EXHIBIT 10.14

DELTIC TIMBER CORPORATION

STOCK OPTION

Stock Option Number: Name of Optionee: Number of Shares Of Stock Subject to this Option: Option Price Per Share: $

This Stock Option is granted on and dated                      by Deltic Timber Corporation, a Delaware corporation (the Company), pursuant to and for the purposes of the 2002 Stock Incentive Plan (the 2002 SIP) as adopted by the stockholders of the Company, and is subject to the provisions set forth herein and in the 2002 SIP. This Stock Option is a “nonstatutory” or “non-qualified” option as defined in the Internal Revenue Code of 1986, as amended.

1. The Company hereby grants to the individual named above (the Optionee) an option to purchase from the Company shares of the $.01 par value Common Stock of the Company up to the maximum number and at the option price per share set forth above, payable in currency of the United States of America, or by transfer of shares of Common Stock of the Company.

2. Subject to paragraph 3 below, if the Optionee has not died or his or her employment with the Company terminated, this option shall become exercisable in four annual increments of 25 percent of the total number of shares optioned on each of the next four anniversary dates from the date of this option, provided, however, this option shall not be exercisable whenever the purchase or delivery of shares under it would be a violation of applicable securities laws, or the Committee has acted to suspend option exercises for such period as may be determined by the Committee in accordance with the requirements of Internal Revenue Code Section 409A and the regulations issued thereunder regarding suspensions that do not constitute an extension of the exercise period.

3. Unless the Committee shall otherwise determine, this option shall become exercisable in full immediately upon a Change of Control as defined in the 2002 SIP.

4. This option shall expire as follows:

(a) In all events, it shall expire ten years after its date;

(b) Assuming the option is otherwise exercisable, if the Optionee terminates normally, it shall expire two years thereafter;

(c) Assuming the option is otherwise exercisable, if the Optionee terminates otherwise than normally, it shall expire at the time of termination;

(d) Assuming the option is otherwise exercisable, and the Optionee has not terminated, if the Optionee dies, it shall expire two years after the Optionee’s death.

5. This option is not assignable except as provided in the case of death and is not subject in whole or in part to attachment, execution or levy of any kind. If this option is exercisable after the Optionee dies, it is exercisable by the designated Beneficiary or, if there is no designated Beneficiary, by the executor or administrator of the estate.

6. When this option is exercisable as to any number of shares, it can be exercised for that number of shares or any lesser number. Every share purchased through the exercise of this option shall be paid for in full at the time of purchase.

7. In the event this option is exercised in whole or in part subsequent to any stock split, stock dividend, or other relevant change in the capitalization of the Company which has occurred after the date hereof, there shall be delivered for the aggregate price paid upon such exercise of the option (which shall in no case be less than the aggregate exercise price existing before the stock split, stock dividend, or other change) the number of full shares which the Optionee would then be holding as a result if the Optionee had purchased shares of the Common Stock of the Company at the date hereof for the same aggregate amount at the option price per share and had not disposed of them.

8. This option shall be exercised in writing and in accordance with such administrative regulations or requirements as may be stipulated from time to time by the Committee. In case of the exercise of this option in full, it

shall be surrendered to the Company for cancellation. In case of the exercise of this option in part, this option shall be delivered by the Optionee to the Company for the purpose of making appropriate notation thereon or of otherwise reflecting in such manner as the Company shall determine the result of such partial exercise of the option.

9. In this option

“Beneficiary” means the person designated by the Optionee by written notice to the Company as the person entitled to exercise this option upon the death of the Optionee;

“Committee” means the Executive Compensation Committee of the Board of Directors of the Company;

“Employer” means the Company or any subsidiary thereof by whom the Optionee is employed;

“Expire” means cease to be exercisable;

“Terminates normally” means terminate:

(i) At normal retirement time;

(ii) For permanent and total disability; or

(iii) With Employer approval and without being terminated for cause.

“Terminate” means cease to be an employee of the Company or a subsidiary except by death, provided, a change of employment from the Company or one subsidiary to another subsidiary or to the Company shall not be considered a termination.

Attest:	DEL TIC TIMBER CORPORATION
	By:

EX-10.15

EXHIBIT 10.15

AWARD AGREEMENT AND STOCK POWER

Under the

Deltic Timber Corporation

2002 Stock Incentive Plan

RESTRICTED STOCK

Company:	Deltic Timber Corporation
	210 East Elm Street
	El Dorado, Arkansas 71730
Participant:
Grant Date:
Award:	The Award of Restricted Stock granted pursuant to this Award Agreement
Restricted Stock:	Shares of Corporation’s Common Stock subject to the Restrictions set forth in this Award Agreement
Plan:	Deltic Timber Corporation 2002 Stock Incentive Plan
Restriction Period:	The four-year period ending on the fourth anniversary of the Grant Date, or at such earlier date as specified in Exhibit 1 to this Award Agreement.

AGREEMENT

Company and Participant agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Award Agreement have the meanings given them in Section 7 of Exhibit 1 to this Award Agreement, which is incorporated herein.

2. Grant of Restricted Stock. Subject to the terms and conditions of the Plan and this Award Agreement, including Exhibit 1, effective as of the Grant Date set forth above, Company grants to Participant an Award for the number of shares of Restricted Stock specified above.

3. Restrictions. Participant acknowledges that the Restricted Stock is subject to the Restrictions and all the terms and conditions set forth in this Award Agreement.

4. Federal Tax Elections. Participant agrees to notify Company promptly if Participant makes an election under Code Section 83(b) with respect to the Restricted Stock.

5. Certificate. Participant agrees that the Certificate for the Restricted Stock, together with an executed counterpart of this Award Agreement and Stock Power, will be held by Company until the expiration of the Restriction Period with respect to this Award.

STOCK POWER

Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant is the owner of the Restricted Stock, Company will hold the Certificate and this Stock Power during the Restriction Period described in the Award Agreement. Upon expiration of the Restriction Period, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Restricted Stock.

Company:	DELTIC TIMBER CORPORATION
	By
	Its
Participant:

EXHIBIT 1

To

Award Agreement and Stock Power for

Restricted Stock

This Award Agreement evidences the grant of an Award for shares of Restricted Stock to Participant under the Plan.

Capitalized terms are defined in Section 7 of this Exhibit 1.

1. Shares of Restricted Stock; Adjustment

In the event of a declaration of a stock dividend or a stock split (whether effected as a dividend or otherwise) by the Company where the record date for such dividend or stock split is after the Grant Date, the number of shares of Restricted Stock automatically will be adjusted proportionately to reflect the effect of such dividend or stock split. The number of shares of Restricted Stock will not be adjusted to reflect cash dividends paid with respect to Company’s common stock during the Restriction Period.

2. Terms of Award

This Award is subject to all the provisions of the Plan and to the following terms and conditions:

2.1 Restricted Stock. Subject to the Restrictions set forth in this Section, the Company has granted the Restricted Stock to Participant as of the Grant Date as set forth on the Award Agreement and Stock Power.

2.1.1 Restrictions During Restriction Period. During the Restriction Period:

(a) Nontransferable. Participant may not sell, assign, pledge, or otherwise transfer or encumber the Award or the Restricted Stock subject to the Award. Neither this Award nor the shares of Restricted Stock is transferable other than by will or the laws of descent and distribution. No assignment or transfer of the Award or the Restricted Stock in violation of the foregoing restriction, whether voluntary, involuntary or by operation of law or otherwise, except by will or the laws of descent and distribution, will vest in the assignee or transferee any interest or right whatsoever, but immediately upon any attempt to assign or transfer the Award or the Restricted Stock, the Award will terminate and be of no force or effect. Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executor, administrator, or the person or persons to whom this Award or the Restricted Stock may be transferred by will or by the laws of descent and distribution, it will be deemed to include such person or persons.

(b) Forfeiture. Subject to Section 2.3 hereof and unless the Participant has an employment agreement to the contrary, in the event Participant ceases to be an Employee of an Employer prior to the expiration of the Restriction Period, Participant will immediately and automatically forfeit all shares of Restricted Stock subject to the Award, the Restricted Stock will automatically revert to the Company, and Participant will cease to have any rights as a stockholder with respect to such Restricted Stock.

2.1.2 Rights During Restriction Period. During the Restriction Period, Participant will have (except as expressly provided in Section 2.1.1) all the rights of a stockholder with respect to the Restricted Stock, including without limitation the right to exercise all voting rights with respect to the Restricted Stock and the right to receive cash dividends with respect to the Restricted Stock. Stock dividends issued with respect to Restricted Stock will be treated as additional shares of Restricted Stock covered by the Award and will be subject to the same Restrictions. Any cash dividend payment will be made in a single lump sum and paid no later than the end of the calendar year in which the dividends are paid to shareholders of that class of stock or, if later, the 15^th day of the third month following the date the dividends are paid to shareholders of that class of stock.

2.1.3 Stock Certificates. Certificates for shares of Restricted Stock subject to this Award Agreement will be issued in Participant’s name and held by the Company, together with an executed counterpart of the Award Agreement and Stock Power, until the Restrictions lapse at the expiration of the Restriction Period or until the Restricted Stock is forfeited as provided in Section 2.1.1(b). During the Restriction Period, each certificate for shares of Restricted Stock will bear a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, INCLUDING POTENTIAL FORFEITURE, AND ARE ISSUED PURSUANT TO THE DELTIC TIMBER CORPORATION 2002 STOCK INCENTIVE PLAN, AND SHALL NOT BE ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF BY THE NAMED HOLDER, WHETHER BY OPERATION OF LAW OR OTHERWISE, PRIOR TO REMOVAL OF APPLICABLE RESTRICTIONS BY THE ISSUER HEREOF.

Certificates for shares of Restricted Stock may also bear any other restrictive legends required by law or any other agreement.

2.2 Settlement of Award.

2.2.1 General. Upon the Vesting of shares of Restricted Stock under this Award due to expiration of the Restriction Period, this Award will be settled on a settlement date as soon as practicable after the end of the Restriction Period, but in any event not later than the end of the calendar year in which falls the end of the Contingency and Restriction Period or the 15^th day of the third month following the end of such period, if later, by the delivery to Participant of a new stock certificate for the Vested shares of stock subject to the Award issued in Participant’s name, without the legend described in Section 2.1.3, together with the Restricted Stock Award Agreement and Stock Power previously held by the Company.

2.2.2 Lapse of Restrictions. Upon settlement of the Award pursuant to Section 2.2.1, the stock subject to the Award will no longer be subject to the Restrictions.

2.3 Employment Requirement; Accelerated Vesting.

2.3.1 General. Except as otherwise expressly provided in Sections 2.3.2, 2.3.3 or 2.3.4, if Participant ceases to be an Employee for any reason prior to the end of the Restriction Period, this Award will be canceled and Participant will forfeit the Restricted Stock as provided in Section 2.1.1(b) and this Award will be cancelled and Participant will not receive any other payment with respect to this Award.

2.3.2 Death or Disability. In the event Participant dies or terminates Employment by reason of Disability prior to the end of the Restriction Period, the Award and the Restricted Stock will be reduced to an amount reflecting the number of months from the Grant Date to the date of death or disability over 48, and will vest on such prorated basis at the end of the Restriction Period.

2.3.3 Retirement. In the event Participant elects to retire at normal retirement time and such termination of employment is prior to the end of the Restriction Period, the Restricted Stock will be reduced to an amount reflecting the number of months from the Grant Date to the date of retirement over 48, and will vest on such prorated basis at the end of the Restriction Period.

2.3.4 Change in Control. Upon the occurrence of a Change in Control prior to the end of the Restriction Period, the Award and the Restricted Stock will automatically become 100% vested as of the Change in Control

2.4 Reimbursement. If or to the extent the accelerated Vesting of the Award in connection with a Change in Control pursuant to Section 2.3.4 results in an “excess parachute payment” within the meaning of Section 280G of the Code, the Company will reimburse Participant, on an after-tax basis, for any excise tax imposed by Section 4999(a) of the Code that is directly attributable to such accelerated delivery. The reimbursement shall be made in a single lump sum payment and shall be paid not later than the end of the calendar year in which the Change in Control occurs or, if later, the 15^th day of the third month following the month in which the Change in Control occurs.

2.5 Tax Gross Up. Upon vesting of an Award, the Company will pay to Participant an amount equal to 50 percent of the value of the Award at vesting to be applied on Participant’s behalf to federal and state income taxes and payroll taxes. . The payment shall be made in a single lump sum payment and shall be paid not later than the end of the calendar year in which the Participant vests in the Award or, if later, the 15^th day of the third month following the month in which the Participant vests in the Award.

2.6 Other Documents. Participant will be required to furnish the Company such other documents or representations as the Company may require to assure compliance with applicable laws and regulations as a condition of the Company’s obligation to settle this Award.

Taxes; Tax Election

3.1 Withholding Taxes.

3.1.1 General. Notwithstanding Section 2.5 above, Participant acknowledges that Participant is responsible for payment of all federal, state, and local withholding taxes and

Participant’s portion of all applicable payroll taxes imposed in connection with (i) the grant of the Award and the Restricted Stock, (ii) the vesting of the Restricted Stock, (iii) an election by Participant under Code Section 83(b) with respect to this Award, and/or (iv) payment by Company of dividends with respect to the Restricted Stock during the Restriction Period (collectively, the “Applicable Taxes”). Company’s obligation to issue unrestricted stock in settlement of the Award is expressly conditioned on Participant’s making arrangements satisfactory to Company, in its sole and absolute discretion, for the payment of all Applicable Taxes.

3.1.2 Method of Payment. Participant may pay to Company (in cash or by check) an amount equal to the Applicable Taxes. In the event that Participant does not submit payment of the entire amount of Applicable Taxes, Participant expressly authorizes Company, in its sole and absolute discretion, (a) to withhold all or a portion of the remaining balance of the Applicable Taxes from other amounts payable in cash (as compensation or otherwise) by Company or any Employer to Participant, and/or (b) to withhold a number of unrestricted shares (thus reducing the number of unrestricted shares to be issued to Participant) having a fair market value (as of the date the Award is settled) equal to the remaining balance of the Applicable Taxes.

3.2 Effect of Tax Election. In the event Participant makes a timely election under Code Section 83(b) with respect to this Award, the Restricted Stock will be deemed (for income tax purposes) to be transferred to Participant effective as of the Grant Date (and any obligation for withholding tax liability imposed by subsequent changes in tax laws would be due as of the Grant Date). However, such an election will not effect the Restrictions or terminate the Restriction Period for the Award.

4. Conditions Precedent

The Company will use its best efforts to obtain approval of the Plan and this Award by any state or federal agency or authority that the Company determines has jurisdiction. If the Company determines that any required approval cannot be obtained, this Award will terminate on notice to Participant to that effect. Without limiting the foregoing, the Company will not be required to issue any certificates for Restricted Stock, or any portion thereof, until it has taken all action required to comply with all applicable federal and state securities laws.

5. Successorship

Subject to restrictions on transferability set forth in Section 2.1.1(a) and 2.6, this Award Agreement will be binding upon and benefit the parties, their successors and assigns.

6. Notices

Any notices under this Award Agreement must be in writing and will be effective when actually delivered personally or, if mailed, when deposited as registered or certified mail directed to the address of the Company’s Secretary or to such other address as a party may certify by notice to the other party.

7. Defined Terms

When used in this Award Agreement, the following terms have the meaning specified below:

Change in Control of the Company shall have the same meaning as set forth in the Plan, which definition is incorporated herein by reference.

Committee means the Executive Compensation Committee of the Board of Directors of the Company.

Disability means the condition of being permanently unable to perform Participant’s duties for an Employer by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of at least 12 months.

Employee and Employment both refer to service by Participant as a full-time or part-time employee of an Employer, and include periods of illness or other leaves of absence authorized by an Employer. A transfer of Participant’s Employment from one Employer to another will not be treated as a termination of Employment.

Employer means the Company or a Subsidiary of the Company.

Grant Date shall mean the date of the Committee’s award as set forth in the Award Agreement and Stock Power.

Restricted Stock means the number of shares of Restricted Stock issuable to Participant pursuant to this Award as specified on the cover sheet to this Award Agreement.

Restriction Period means the period commencing on the Grant Date for the Award and ending on the first to occur of:

(a) The expiration of the period specified on the cover page to this Award Agreement; or

(b) A Change in Control of the Company.

Restrictions mean the provisions of Section 2.1 that govern the forfeiture of the Award and the shares of Restricted Stock during the Restriction Period.

Termination Date means the date Participant ceases to be an Employee.

Vest or Vesting means, with respect to this Award, the time when the Participant’s Restricted Stock is no longer subject to forfeiture under Section 2.1.1(b).

Voting Securities means the Company’s issued and outstanding securities ordinarily having the right to vote at elections of directors.

Capitalized terms not otherwise defined in this Award Agreement have the meanings given them in the Plan.

8. Except for action adverse to Participant’s economic interest, the Committee may in its discretion at any time modify, amend, or suspend their Award Agreement and Stock Power or any part hereof.

EX-10.16

EXHIBIT 10.16

AWARD AGREEMENT AND STOCK POWER

Under the

Deltic Timber Corporation

2002 Stock Incentive Plan

PERFORMANCE BASED RESTRICTED STOCK

Company:	Deltic Timber Corporation
	210 East Elm Street
	El Dorado, Arkansas 71730
Participant:	__________________________________________
	__________________________________________
	__________________________________________
Grant Date:	__________________________________________
Award:	The Award of Performance Based Restricted Stock granted pursuant to this Award Agreement
Performance Based Restricted Stock:	Shares of Corporation’s Common Stock subject to the Contingencies and Restrictions set forth in this Award Agreement
Plan:	Deltic Timber Corporation 2002 Stock Incentive Plan
Contingency and Restriction Period:	The four-year period ending on the fourth anniversary of the Grant Date, or at such earlier date as specified in Exhibit 1 to this Award Agreement.

AGREEMENT

Company and Participant agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Award Agreement have the meanings given them in Section 7 of Exhibit 1 to this Award Agreement, which is incorporated herein.

2. Grant of Performance Based Restricted Stock. Subject to the terms and conditions of the Plan and this Award Agreement, including Exhibit 1, effective as of the Grant Date set forth above, Company grants to Participant an Award for the number of shares of Performance Based Restricted Stock specified above.

3. Contingencies and Restrictions. Participant acknowledges that the Performance Based Restricted Stock is subject to the Contingencies and Restrictions and all the terms and conditions set forth in this Award Agreement, including Exhibit 1 hereto.

4. Federal Tax Elections. Participant agrees to notify Company promptly if Participant makes an election under Code Section 83(b) with respect to the Performance Based Restricted Stock.

5. Certificate. Participant agrees that the Certificate for the Performance Based Restricted Stock, together with an executed counterpart of this Award Agreement and Stock Power, will be held by Company until the expiration of the Contingency and Restriction Period with respect to this Award.

STOCK POWER

Effective as of the Grant Date, Participant assigns and transfers to Company the shares of Performance Based Restricted Stock evidenced by the Certificate and appoints Computershare Investor Services as attorney-in-fact to transfer the stock on the books of the Company, with full power of substitution. Although Participant may become the owner of the Performance Based Restricted Stock, Company will hold the Certificate and this Stock Power during the Contingency and Restriction Period described in the Award Agreement. Upon expiration of the Contingency and Restriction Period and if all stated contingencies are met and/or waived by the Committee, Company will return this Stock Power to Participant, together with a new, unrestricted, certificate for the Performance Based Restricted Stock.

Company:	DELTIC TIMBER CORPORATION
	By
	Its
Participant:

EXHIBIT 1

To

Award Agreement and Stock Power for

Performance Based Restricted Stock

This Award Agreement evidences the grant of an Award for shares of Performance Based Restricted Stock to Participant under the Plan.

Capitalized terms are defined in Section 7 of this Exhibit 1.

1. Shares of Performance Based Restricted Stock; Adjustment

In the event of a declaration of a stock dividend or a stock split (whether effected as a dividend or otherwise) by the Company where the record date for such dividend or stock split is after the Grant Date, the number of shares of Performance Based Restricted Stock automatically will be adjusted proportionately to reflect the effect of such dividend or stock split. The number of shares of Performance Based Restricted Stock will not be adjusted to reflect cash dividends paid with respect to Company’s common stock during the Contingency and Restriction Period.

2. Terms of Award

This Award is subject to all the provisions of the Plan and to the following terms and conditions:

2.1 Performance Based Restricted Stock. Subject to the Contingencies and Restrictions set forth in this Section, the Company has granted the Performance Based Restricted Stock to Participant as of the Grant Date as set forth on the Award Agreement and Stock Power.

2.1.1 Contingencies and Restrictions During Contingency and Restriction Period. During the Contingency and Restriction Period:

(a) Contingencies. The Performance Based Restricted Stock under this Award will only vest if certain performance contingencies are met, and the amount of shares may differ from the number of shares listed in the Award. For any shares to vest, the total stockholder return of the Company during the applicable Contingency and Restriction Period must equal 80 percent of the total return of the S&P Forest and Paper Products Index. If the Company’s total stockholder return is equal to 80 percent of the total return of the S&P Forest and Paper Products Index at the conclusion of the applicable Contingency and Restriction Period, then one half, or 50 percent of the amount of Performance Based Restricted Stock listed in this Award will vest to the Participant. If the Company’s total stockholder return is equal to 100 percent of the total return of the S&P Forest and Paper Products Index at the conclusion of the applicable Contingency and Restriction Period, then all, or 100 percent of the amount of Performance Based Restricted Stock listed in this Award will vest to the Participant. If the Company’s total stockholder return is equal to or greater than 130 percent of the total return of the S&P Forest and Paper Products Index at the conclusion of the applicable Contingency and Restriction Period, then twice, or 200 percent of the amount of Performance Based Restricted Stock listed in this Award will vest to the Participant. If the Company’s total stockholder return is between 80 percent and 130 percent of the total return of the S&P Forest and Paper Products Index, then the amount of Performance Based Restricted Stock will be determined by interpolation.

(b) Nontransferable. Participant may not sell, assign, pledge, or otherwise transfer or encumber the Award or the Performance Based Restricted Stock subject to the Award. Neither this Award nor the shares of Performance Based Restricted Stock are transferable other than by will or the laws of descent and distribution. No assignment or transfer of the Award or the Performance Based Restricted Stock in violation of the foregoing restriction, whether voluntary, involuntary or by operation of law or otherwise, except by will or the laws of descent and distribution, will vest in the assignee or transferee any interest or right whatsoever, but immediately upon any attempt to assign or transfer the Award or the Performanced Based Restricted Stock, the Award will terminate and be of no force or effect. Whenever the word “Participant” is used in any provision of this Award Agreement under circumstances where the provision should logically be construed to apply to the executor, administrator, or the person or persons to whom this Award or the Performance Based Restricted Stock may be transferred by will or by the laws of descent and distribution, it will be deemed to include such person or persons.

(c) Forfeiture. Subject to Section 2.3 hereof and unless the Participant has an employment agreement to the contrary, in the event Participant ceases to be an Employee of an Employer prior to the expiration of the Contingency and Restriction Period, Participant will immediately and automatically forfeit all shares of Performance Based Restricted Stock subject to the Award, the Performance Based Restricted Stock will automatically revert to the Company, and Participant will cease to have any rights as a stockholder with respect to such Performance Based Restricted Stock.

2.1.2 Rights During Restriction Period. During the Contingency and Restriction Period, Participant will have (except as expressly provided in Section 2.1.1) all the rights of a stockholder with respect to the Performance Based Restricted Stock, including without limitation the right to exercise all voting rights with respect to the Performance Based Restricted Stock and the right to receive cash dividends with respect to the Performance Based Restricted Stock. Stock dividends issued with respect to Performance Based Restricted Stock will be treated as additional shares of Performance Based Restricted Stock covered by the Award and will be subject to the same Contingencies and Restrictions set forth herein. Any cash dividend payment will be made in a single lump sum and paid no later than the end of the calendar year in which the dividends are paid to shareholders of that class of stock or, if later, the 15^th day of the third month following the date the dividends are paid to shareholders of that class of stock.

2.1.3 Stock Certificates. Certificates for shares of Performance Based Restricted Stock subject to this Award Agreement will be issued in Participant’s name and held by the Company, together with an executed counterpart of the Award Agreement and Stock Power, until the Contingencies and Restrictions are met at the expiration of the applicable Contingency and Restriction Period or until the Performance Based Restricted Stock is forfeited as provided in Section 2.1.1(c). During the Contingency and Restriction Period, each certificate for shares of Performance Based Restricted Stock will bear a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS, INCLUDING POTENTIAL FORFEITURE, AND ARE ISSUED PURSUANT TO THE DELTIC TIMBER CORPORATION 2002 STOCK INCENTIVE

PLAN, AND SHALL NOT BE ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF BY THE NAMED HOLDER, WHETHER BY OPERATION OF LAW OR OTHERWISE, PRIOR TO REMOVAL OF APPLICABLE RESTRICTIONS BY THE ISSUER HEREOF.

Certificates for shares of Performance Based Restricted Stock may also bear any other restrictive legends required by law or any other agreement.

2.2 Settlement of Award.

2.2.1 General. Upon the Vesting of shares of Performance Based Restricted Stock under this Award due to meeting all applicable contingencies and expiration of the Contingency and Restriction Period, this Award will be settled on a settlement date as soon as practicable after the end of the Contingency and Restriction Period, but in any event not later than the end of the calendar year in which falls the end of the Contingency and Restriction Period or the 15^th day of the third month following the end of such period, if later, by the delivery to Participant of a new stock certificate for the Vested shares of stock subject to the Award issued in Participant’s name, without the legend described in Section 2.1.3, together with the Performance Based Restricted Stock Award Agreement and Stock Power previously held by the Company.

2.2.2 Lapse of Restrictions. Upon settlement of the Award pursuant to Section 2.2.1, the stock subject to the Award will no longer be subject to the Restrictions.

2.3 Employment Requirement; Accelerated Vesting.

2.3.1 General. Except as otherwise expressly provided in Sections 2.3.2, 2.3.3 or 2.3.4, if Participant ceases to be an Employee for any reason prior to the end of the Contingency and Restriction Period, this Award will be canceled and Participant will forfeit the Performance Based Restricted Stock as provided in Section 2.1.1(c) and this Award will be cancelled and Participant will not receive any other payment with respect to this Award.

2.3.2 Death or Disability. In the event Participant dies or terminates Employment by reason of Disability prior to the end of the Contingency and Restriction Period, the Award and the Performance Based Restricted Stock will be reduced to an amount reflecting the number of months from the Grant Date to the date of death or disability over 48, and may vest on such prorated basis at the end of the Contingency and Restriction Period, if all applicable contingencies have been met.

2.3.3 Retirement. In the event Participant elects to retire at normal retirement time and such termination of employment is prior to the end of the Contingency and Restriction Period, the Performance Based Restricted Stock will be reduced to an amount reflecting the number of months from the Grant Date to the date of retirement over 48, and may vest on such prorated basis at the end of the Contingency and Restriction Period, if all applicable contingencies have been met.

2.3.4 Change in Control. Upon the occurrence of a Change in Control prior to the end of the Contingency and Restriction Period, a calculation to determine if the contingency relating to the Company’s total stockholder return compared to the total stockholder return of the companies that comprise the S&P Forest and Paper Products Index will be performed as of the date of the change in control event as described in Section 2.1(a) hereof, and if the contingency has been met, the Award and the amount of Performance Based Restricted Stock resulting from such calculation will automatically become 100% vested as of the Change in Control.

2.4 Reimbursement. If or to the extent the accelerated Vesting of the Award in connection with a Change in Control pursuant to Section 2.3.4 results in an “excess parachute payment” within the meaning of Section 280G of the Code, the Company will reimburse Participant, on an after-tax basis, for any excise tax imposed by Section 4999(a) of the Code that is directly attributable to such accelerated delivery. The reimbursement shall be made in a single lump sum payment and shall be paid not later than the end of the calendar year in which the Change in Control occurs or, if later, the 15^th day of the third month following the month in which the Change in Control occurs.

2.5 Tax Gross Up. Upon Vesting of an Award, the Company will pay to Participant an amount equal to 50 percent of the value of the Award at Vesting to be applied on Participant’s behalf to federal and state income taxes and payroll taxes. The payment shall be made in a single lump sum payment and shall be paid not later than the end of the calendar year in which the Participant vests in the Award or, if later, the 15^th day of the third month following the month in which the Participant vests in the Award.

2.6 Other Documents. Participant will be required to furnish the Company such other documents or representations as the Company may require to assure compliance with applicable laws and regulations as a condition of the Company’s obligation to settle this Award.

3. Taxes; Tax Election

3.1 Withholding Taxes.

3.1.1 General. Notwithstanding Section 2.5 above, Participant acknowledges that Participant is responsible for payment of all federal, state, and local withholding taxes and Participant’s portion of all applicable payroll taxes imposed in connection with (i) the grant of the Award and the Performance Based Restricted Stock, (ii) the Vesting of the Performance Based Restricted Stock, (iii) an election by Participant under Code Section 83(b) with respect to this Award, and/or (iv) payment by Company of dividends with respect to the Performance Based Restricted Stock during the Contingency and Restriction Period (collectively, the “Applicable Taxes”). Company’s obligation to issue unrestricted stock in settlement of the Award is expressly conditioned on Participant’s making arrangements satisfactory to Company, in its sole and absolute discretion, for the payment of all Applicable Taxes.

3.1.2 Method of Payment. Participant may pay to Company (in cash or by check) an amount equal to the Applicable Taxes. In the event that Participant does not submit payment of the entire amount of Applicable Taxes, Participant expressly authorizes Company, in its sole and absolute discretion, (a) to withhold all or a portion of the remaining balance of the Applicable Taxes from other amounts payable in cash (as compensation or otherwise) by Company or any Employer to Participant, and/or (b) to withhold a number of unrestricted shares (thus reducing the number of unrestricted shares to be issued to Participant) having a fair market value (as of the date the Award is settled) equal to the remaining balance of the Applicable Taxes.

3.2 Effect of Tax Election. In the event Participant makes a timely election under Code Section 83(b) with respect to this Award, the Performance Based Restricted Stock will be deemed (for income tax purposes) to be transferred to Participant effective as of the Grant Date (and any obligation for withholding tax liability imposed by subsequent changes in tax laws would be due as of the Grant Date). However, such an election will not affect the Contingencies and Restrictions or terminate the Contingency and Restriction Period for the Award.

4. Conditions Precedent

The Company will use its best efforts to obtain approval of the Plan and this Award by any state or federal agency or authority that the Company determines has jurisdiction. If the Company determines that any required approval cannot be obtained, this Award will terminate on notice to Participant to that effect. Without limiting the foregoing, the Company will not be required to issue any certificates for Performance Based Restricted Stock, or any portion thereof, until it has taken all action required to comply with all applicable federal and state securities laws.

5. Successorship

Subject to restrictions on transferability set forth in Section 2.1.1(b) and 2.6, this Award Agreement will be binding upon and benefit the parties, their successors and assigns.

6. Notices

Any notices under this Award Agreement must be in writing and will be effective when actually delivered personally or, if mailed, when deposited as registered or certified mail directed to the address of the Company’s Secretary or to such other address as a party may certify by notice to the other party.

7. Defined Terms

When used in this Award Agreement, the following terms have the meaning specified below:

Change in Control of the Company shall have the same meaning as set forth in the Plan, which definition is incorporated herein by reference.

Committee means the Executive Compensation Committee of the Board of Directors of the Company.

Contingency and Restriction Period means the period commencing on the Grant Date for the Award and ending on the first to occur of:

(a) The expiration of the period specified on the cover page to this Award Agreement; or

(b) A Change in Control of the Company.

Contingencies and Restrictions mean the provisions of Section 2.1 that govern the Award and the shares of Performance Based Restricted Stock during the Contingency and Restriction Period.

Disability means the condition of being permanently unable to perform Participant’s duties for an Employer by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of at least 12 months.

Employee and Employment both refer to service by Participant as a full-time or part-time employee of an Employer, and include periods of illness or other leaves of absence authorized by an Employer. A transfer of Participant’s Employment from one Employer to another will not be treated as a termination of Employment.

Employer means the Company or a Subsidiary of the Company.

Grant Date shall mean the date of the Committee’s award as set forth in the Award Agreement and Stock Power.

Performance Based Restricted Stock means the number of shares of Performance Based Restricted Stock that may upon satisfaction of all applicable contingencies and expiration of applicable Contingency and Restriction Period become issuable to Participant pursuant to this Award.

Termination Date means the date Participant ceases to be an Employee.

Vest or Vesting means, with respect to this Award, the time when the Participant’s Performance Based Restricted Stock is no longer subject to forfeiture, and all applicable contingencies have been met.

Voting Securities means the Company’s issued and outstanding securities ordinarily having the right to vote at elections of directors.

Capitalized terms not otherwise defined in this Award Agreement have the meanings given them in the Plan.

8. Except for action adverse to Participant’s economic interest, the Committee may in its discretion at any time modify, amend, or suspend their Award Agreement and Stock Power or any part hereof.

EX-10.17

EXHIBIT 10.17

October 18, 2006

Mr. Ray C. Dillon

103 Challain Drive

Little Rock, AR 72223

Dear Ray:

Pursuant to a decision by the Executive Compensation Committee of the Board of Directors of Deltic Timber Corporation, attached is the basis of remuneration and other items revised to conform with the IRS Code 409A should our company experience a change-in-control* or should you be terminated without cause.

I am pleased the Committee agreed to extend these potential benefits to you.

Sincerely,

R. Madison Murphy

Chairman, Executive Compensation

Committee of the Board of

Directors of Deltic Timber Corporation

* Change-in-control shall have the same meaning as set forth in the Deltic Timber Corporation 2002 Stock Incentive Plan as amended.

A Change-in-Control (CIC) Agreement with a “double trigger” where in the event a change in control occurs and the President and CEO is involuntarily dismissed within two years without cause or suffers (i) a reduction in salary and potential bonus and/or (ii) a meaningful diminution in job responsibility as a consequence of such a change, he would receive the following:

a) Two years base salary and target bonus

b) Two years of health and such other welfare benefits as do not constitute nonqualified deferred compensation under Internal Revenue Code Section 409A

c) Accelerated vesting of all stock options and restricted stock

d) A lump sum payment of $20,000 to help defray the expenses of comprehensive executive outplacement services, such payment to be grossed up for all applicable federal and state taxes

e) Should any of these actions attract excise tax, they would be grossed up

f) Any cash payments made as the result of a dismissal without cause will be paid in one lump sum payment on the 15^th day of the month following the month in which dismissal occurs

g) Any cash payments made as the result of a reduction in salary and potential bonus and/or a meaningful diminution in job responsibility will be paid in one lump sum payment on the 15^th day of the seventh month following the month the President and CEO separates from service

An Involuntary Severance Agreement for the President and CEO where in the event an involuntary termination of the President and CEO occurs without cause, he would receive the following:

a) Two years base salary and target bonus

b) Two years of health and welfare benefits

c) Accelerated vesting of all stock options and restricted stock

d) Comprehensive executive outplacement services

e) Should any of these actions attract excise tax, they would be grossed up

f) Any cash payments will be paid in one lump sum payment on the 15^th day of the month following the month he is involuntarily terminated

EX-10.18

EXHIBIT 10.18

October 18, 2006

_________________________________________

_________________________________________

_________________________________________

Dear                     :

Pursuant to a decision by the Executive Compensation Committee of the Board of Directors of Deltic Timber Corporation, attached is the basis of remuneration and other items revised to conform with IRS Code 409A should our company experience a change-in-control. *

Please review and advise if you have any questions.

Sincerely,

Ray C. Dillon

* Change-in-control shall have the same meaning as set forth in the Deltic Timber Corporation 2002 Stock Incentive Plan as amended.

A Change-in-Control (CIC) Agreement with a “double trigger” where in the event a change in control occurs and a direct report to the President and CEO who is an officer of the Company is involuntarily dismissed within two years without cause or suffers (i) a reduction in salary and potential bonus and/or (ii) a meaningful diminution in job responsibility as a consequence of such a change, he would receive the following:

a) One year base salary and target bonus

b) One year of health and such other welfare benefits as do not constitute nonqualified deferred compensation under Internal Revenue Code Section 409A

c) Accelerated vesting of all stock options and restricted stock

d) A lump sum payment of $20,000 to help defray the expenses of comprehensive executive outplacement services, such payment to be grossed up for all applicable federal and state taxes

e) Should any of these actions attract excise tax, they would be grossed up

f) Any cash payments made as the result of a dismissal without cause will be paid in one lump sum payment on the 15^th day of the month following the month in which dismissal occurs

g) Any cash payments made as the result of a reduction in salary and potential bonus and/or a meaningful diminution in job responsibility will be paid in one lump sum payment on the 15^th day of the seventh month following the month the direct report separates from service

EX-10.20

Exhibit 10.20

DELTIC TIMBER CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated

Effective as of January 1, 2005

DELTIC TIMBER CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2005

Table of Contents

Article	Title	Page
I	Definitions	I-1
II	Administration	II-1
III	Eligibility	III-1
IV	Restored Thrift Plan Benefit	IV-1
V	Restored Pension Plan Benefit	V-1
VI	Supplemental Plan Benefits	VI-1
VII	Amendment and Termination	VII-1
VIII	Miscellaneous	VIII-1

DELTIC TIMBER CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective as of January 1, 2005

PURPOSE

Deltic Timber Corporation (the “Company”) hereby amends and restates the Deltic Timber Corporation Supplemental Executive Retirement Plan, effective as of January 1, 2005 (the “Plan”). The purpose of this Plan is to restore Pension Plan and Thrift Plan benefits that cannot be paid under the Pension Plan and the Thrift Plan due to limitations imposed by the Code, and to comply with the terms of any agreements to provide Supplemental Plan Benefits under Article VI.

The Plan is being amended and restated to comply with the requirements of Code Section 409A and the regulations issued thereunder, with respect to amounts deferred on and after January 1, 2005. Any changes made to the Plan through this amendment and restatement that relate to such requirements shall be effective as of January 1, 2005. The provisions of the Plan relating to amounts deferred prior to January 1, 2005 shall not be affected in any way by the changes being made through this restatement, it being expressly intended that such amounts shall remain exempt from the requirements of Code Section 409A. To the extent required under Code Section 409A and applicable regulations, any new payment event or form of payment adopted during 2006 in conjunction with this amendment and restatement shall not cause a payment to be made to a Participant during 2006 that was not otherwise scheduled to be paid in 2006, nor cause a payment otherwise payable in 2006 to be paid in a subsequent year; in the event such new payment event would provide for payment during 2006, no payment shall be made in accordance with the event until January 1, 2007.

The Plan constitutes an unsecured promise by the Company or an Adopting Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Adopting Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or an Adopting Employer and shall remain subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.

ARTICLE I

Definitions

(a) “Account or Accounts” shall mean a Participant’s Deferred Compensation Account, Employer Matching Account, or Grandfathered Account.

(b) “Actuarial Equivalent” or “Actuarially Equivalent” shall mean equality in value of the aggregate amounts expected to be received under different manners of payment applying reasonable interest rate and mortality assumptions.

(c) “Adopting Employer” shall mean a Related Employer that has elected, with the consent of the Board of Directors of the Company, to adopt the Plan.

(d) “Applicable Code Provisions” shall mean any and all limitations imposed under Code Sections 401(a)(4), 401(a)(17), 402(g), 401(k), 401(m), and 415.

(e) “Basic Pension Plan Benefit” shall mean the amount of pension payable in the normal form to the Participant under the Pension Plan after reduction to comply with the Applicable Code Provisions.

(f) “Beneficiary” shall mean the person or persons designated by a Participant upon such forms as shall be provided by the Committee, to receive any benefits payable under the Plan after the Participant’s death. If the Participant shall fail to designate a Beneficiary, or if for any reason such designation shall be ineffective, or if such Beneficiary shall predecease the Participant or die simultaneously with the Participant, then the Beneficiary shall be, in the following order of preference (i) the Participant’s surviving spouse, or (ii) the Participant’s estate. In the event of any dispute as to the entitlement of any Beneficiary, the Committee’s determination shall be final, and the Committee may withhold any payment until such dispute has been resolved.

(g) “Board” or “Board of Directors” shall mean the board of directors of a Participating Employer.

(h) “Change in Control” shall mean (i) a change in the ownership of the Corporation occurring as the result of a person, or more than one person acting as a group, acquiring ownership of stock of the Corporation which, when combined with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the Corporation, provided the person or group was not considered as owning more than fifty percent (50%) of the value or voting power prior to the acquisition, (ii) a change in the effective control of the Corporation occurring (A) as the result of a person, or more than one person acting as a group, acquiring ownership of stock of the Corporation possessing thirty-five percent (35%) or more of the total voting power of stock of the Corporation, or (B) as the result of the replacement of a majority of the members of the Board during a twelve (12) month period by directors whose appointment or election is not endorsed by a majority

I-1

of the members of the Board prior to the date of the appointment or election, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation occurring as the result of a person, or more than one person acting as a group, acquiring assets from the Corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all the assets of the Corporation immediately prior to such acquisition. Whether a Change in Control has occurred shall be governed by regulations issued under Code Section 409A.

(i) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(j) “Committee” shall mean the persons designated by the Board of the Company as the Administrative Committee for the Plan pursuant to Article II.

(k) “Company” shall mean Deltic Timber Corporation, a Delaware corporation, and its successors.

(l) “Compensation” shall mean the Participant’s compensation as that term is defined under the Thrift Plan for purposes of elective deferrals to such plan.

(m) “Corporation” shall mean, for purposes of determining whether a Change in Control event has occurred, (i) the corporation for whom the Participant is performing services; (ii) the corporation that is liable for the payment of the deferred compensation to the Participant (or all corporations so liable if more than one corporation is liable); or (iii) a corporation that owns more than fifty percent (50%) of the total fair market value and total voting power of the corporation described in (i) or (ii), or any corporation in a chain of corporations in which each corporation owns more than fifty percent (50%) of such value and voting power of another corporation in the chain, ending in a corporation described in (i) or (ii).

(n) “Deferred Compensation Account” shall mean an account established to record any Compensation deferred by a Participant to this Plan on or after January 1, 2005, and any hypothetical earnings on such amounts.

(o) “Disability” shall mean a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, 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, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participating Employer. The Participant shall be deemed to have incurred a Disability if the Participant is determined to be totally disabled by the Social Security Administration.

(p) “Employer” shall mean the Company and any Related Employer.

I-2

(q) “Employer Matching Account” shall mean an account established to record any employer matching contributions credited for a Participant under the Plan with respect to amounts deferred to the Plan on or after January 1, 2005, and any hypothetical earnings on such amounts.

(r) “Fixed Date” shall mean the first day of a calendar year specified by a Participant in his deferral election form, upon which a distribution of the Restored Thrift Plan Benefit may be made to the Participant.

(s) “Grandfathered Account” shall mean any amounts deferred by a Participant prior to January 1, 2005, or credited for his benefit as employer matching contributions with respect to such deferrals, and any hypothetical earnings on such amounts. The Grandfathered Account shall include any account-balance-type benefits transferred to the Plan from the Murphy Oil Corporation Supplemental Executive Retirement Plan.

(t) “Grandfathered Benefit” shall mean the benefit, if any, provided under Article V that was earned and vested as of December 31, 2004, including any benefit transferred to the Plan from the Murphy Oil Corporation Supplemental Executive Retirement Plan. The Grandfathered Benefit shall be equal to the present value as of December 31, 2004, of the Pension Plan Benefit which the Participant would have been entitled to receive under the Plan if the Participant had voluntarily terminated services with the Employer without cause on December 31, 2004 and received payment of the benefits with the maximum value available from the Plan on the earliest possible date allowed under the Plan to receive a payment of benefits following the termination of services. Such Grandfathered Benefit shall be increased for any subsequent calendar year to equal the present value of the benefit the Participant actually becomes entitled to receive, determined under the terms of the Plan as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004.

(u) “Identification Date” shall mean December 31 of any calendar year.

(v) “Participant” shall mean any employee of a Participating Employer who is covered by this Plan as provided in Article III.

(w) “Participating Employer” shall mean the Company and each Adopting Employer.

(x) “Pension Plan” shall mean the Retirement Plan of Deltic Timber Corporation, as it may be amended from time to time.

(y) “Plan” shall mean the Deltic Timber Corporation Supplemental Executive Retirement Plan, originally effective as of January 1, 1997, as it has been or may be amended from time to time.

(z) “Plan Year” shall mean the 12-month period ending on December 31.

I-3

(aa) “Related Employer” shall mean any entity that is part of a controlled group of corporations that includes the Company within the meaning of section 414(b) of the Code or that is part of a group of trades or businesses under common control with the Company within the meaning of section 414(c) of the Code.

(bb) “Restored Pension Plan Benefit” shall mean the benefit, if any, provided under Article V, including any applicable Grandfathered Benefit.

(cc) “Restored Thrift Plan Benefit” shall mean the benefit, if any, provided under Article IV.

(dd) “Separation from Service” shall mean the voluntary or involuntary termination of employment of the Participant from the Employer. A Separation from Service shall not have occurred (i) if the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, (ii) if the Participant has a right to reemployment with the Employer pursuant to statute or contract, or (iii) if the Employee and Employer intend that the Employee continue to provide more than insignificant services to the Employer.

(ee) “Specified Employee” shall mean a key employee (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Employer if, as of the date the employee Separates from Service with the Employer, any stock of the Employer is publicly traded on an established securities market or otherwise. An Employee shall be a Specified Employee only if the Employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5)) at any time during the 12-month period ending on the Identification Date, and only for the 12-month period beginning on the first day of the fourth month following the applicable Identification Date.

(ff) “Supplemental Plan Benefits” shall mean the benefits, if any, provided under Article VI hereof.

(gg) “Thrift Plan” shall mean the Thrift Plan of Deltic Timber Corporation, as it may be amended from time to time.

(hh) “Trust” shall mean a trust agreement established by the Company to hold assets for the purpose of defraying its obligations to Participants in accordance with Section VIII(a), if any.

(ii) “Trustee” shall mean the persons or entity appointed to serve as the trustee of the Trust.

(jj) “Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a

I-4

result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. No Unforeseeable Emergency shall be deemed to exist for purposes of the Plan if the emergency can be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets (to the extent such liquidation would not cause severe financial hardship), or by cessation of deferrals to the Plan.

I-5

ARTICLE II

Administration

(a) Administrative Committee. The Board of Directors of the Company shall appoint a committee to administer the Plan. If no such appointment has been made, the Company shall serve as the Committee. The Committee shall have complete control and discretion to manage the operation and administration of the Plan. Not in limitation, but in amplification of the foregoing, the Committee shall have the following powers:

(1) To determine all questions relating to the eligibility of employees to participate or continue to participate;

(2) To maintain all records and books of account necessary for the administration of the Plan;

(3) To interpret the provisions of the Plan and to make and to publish such interpretive or procedural rules as are not inconsistent with the Plan and applicable law;

(4) To compute, certify and arrange for the payment of benefits to which any Participant or beneficiary is entitled;

(5) To process claims for benefits under the Plan by Participants or beneficiaries;

(6) To engage consultants and professionals to assist the Committee in carrying out its duties under this Plan; and

(7) To develop and maintain such instruments as may be deemed necessary from time to time by the Committee to facilitate payment of benefits under the Plan.

(b) Committee’s Authority. The Committee may consult with Company officers, legal and financial advisers to the Company and others, but nevertheless the Committee shall have the full authority and discretion to act, and the Committee’s actions shall be final and conclusive on all parties.

(c) Claims Procedure. A Participant or beneficiary, or his or her duly authorized representative (“Claimant”), may file a claim for a benefit under the Plan, and may appeal the denial of a claim. All claims and appeals should be filed directly with the Committee. All decisions will be made in accordance with the provisions of the Plan and Department of Labor Regulations Section 2560.503-1 (the “Regulation”).

II-1

(1) Claims Other Than for Disability Benefits. If a claim is for a benefit other than for a “disability benefit” (as defined in the Regulation), the following additional rules will apply:

(A) Notice of Decision. The Committee will notify the Claimant of its decision with respect to a claim in writing or electronically. The notification will be written in a manner calculated to be understood by the Claimant. If the claim is wholly or partially denied, the notification will contain (i) specific reasons for the denial, (ii) specific reference to the pertinent provisions of the Plan upon which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why that material or information is necessary, and (iv) an explanation of the steps to be taken if the Claimant wishes to submit a request for review of the claim, as set forth in (B) below. The notification will be given within 90 days after the claim is received by the Committee (or within 180 days, if special circumstances make it impossible to decide the claim within 90 days and the Committee notifies the Claimant in writing of the extension prior to the end of the first 90-day period). If a decision is not provided within the 90 or 180-day period, the claim will be considered denied as of the last day of such period and the Claimant may request a review of the claim, as provided in (B) below.

(B) Review Procedure. Within 60 days after the date the Claimant is notified of a denied claim (or, if applicable, within 60 days after the date on which the claim is treated as denied), the Claimant may file a written request with the Committee for a review of the denied claim. The Claimant may also make a written request for access to and copies of pertinent documents in the possession of the Committee, free of charge. The Claimant may submit with the written request for review comments, documents, records and other information, and those materials will be considered by the Committee, regardless of whether they were submitted with or considered in the initial benefit determination. The Committee will notify the Claimant of its decision in writing. The notification will be written in a manner calculated to be understood by the Claimant and will contain (i) specific reasons for the decision and (ii) specific reference to the pertinent provisions of the Plan upon which the decision is based. The notification will be given within 60 days after the request for review is received by the Committee (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Committee to hold a hearing, and if written notice of such extension and circumstances is given to the Claimant within the initial 60-day period). If a decision is not made within the 60 or 120-day period, the claim will be considered denied. Upon a final adverse determination on review, the Claimant will be permitted to bring a civil action under ERISA Section 502(a).

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(2) Special Rules for Disability Benefits. If a claim is for a “disability benefit” (as defined in the Regulation), the claim will be processed as specified in paragraph (1) above, except that the following additional rules will apply:

(A) Notice of Decision. The Committee will notify the Claimant of its decision within 45 days of receipt of the claim. The 45-day period may be extended for an additional 30 days if the extension is necessary due to matters beyond the control of the Committee, and the Committee notifies the Claimant prior to the expiration of the initial 45-day period of the circumstances requiring the extension and the date by which the Committee expects to render a decision. The 30-day extension period can be extended for a second period of 30 days due to matters beyond the control of the Committee, provided the Committee again notifies the Claimant prior to the expiration of the first extension period in the same manner as for the first extension. If the Claimant is asked to provide additional information so that the claim can be adjudicated, the Claimant will have 45 days to provide the additional information. In the case of an adverse determination with respect to a claim, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the decision, the Committee will notify the Claimant that such a rule, guideline, protocol or other similar criterion was relied on, and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the Claimant upon written request.

(B) Review Procedure. A Claimant will have 180 days following the receipt of an adverse determination involving a disability benefit to request a review of the determination. If a review of the adverse decision is requested:

(i) No deference will be given to the initial decision, and the review will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the initial decision nor a subordinate of that individual.

(ii) If the initial decision was based in whole or in part on a medical judgment, the appropriate named fiduciary will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment.

(iii) The Committee will provide to the Claimant the identity of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse determination, without regard to whether the advice was relied on in making the determination.

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(iv) Any health care professional engaged for purposes of reviewing the initial decision will be an individual who is neither an individual who was consulted in connection with the initial decision, nor a subordinate of that individual.

(v) The Committee must notify the Claimant of its decision on review within 45 days after the request for review is received, or within 90 days if special circumstances require an extension of time, the Claimant is given written notice of the extension within the first 45-day period, and the notice describes the special circumstances and indicates the date a decision is expected to be made.

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ARTICLE III

Eligibility

An employee of a Participating Employer whose Pension Plan Benefit or Thrift Plan Benefit is limited by the Applicable Code Provisions, or who has entered into an agreement with a Participating Employer providing for Supplemental Plan Benefits, shall be a Participant in the Plan. Notwithstanding anything to the contrary in this Article III, (i) only the officers of the Company shall be allowed to participate in the Plan with respect to Restored Thrift Plan Benefits, and (ii) an employee whose Pension Plan or Thrift Plan Benefit is limited by an Applicable Code Provision other than Code Section 415, or who has an agreement providing for Supplemental Plan Benefits, must be part of a select group of management or highly compensated employees to participate in the Plan.

An employee who is eligible to participate in the Plan must, as a condition to becoming a Participant, complete such applications and other forms as requested by the Committee, and must submit to such physical examinations as may be required in order for the Participating Employer to purchase, at its discretion, one or more life insurance policies on the life of the Participant, in such amounts as the Committee shall determine.

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ARTICLE IV

Restored Thrift Plan Benefit

(a) General. A Participant’s Restored Thrift Plan Benefit shall consist of any amounts credited to his Deferred Compensation Account under paragraph (b), his Employer Matching Account under paragraph (c), or his Grandfathered Account.

(b) Deferred Compensation.

(1) Any Participant may elect to defer, for a calendar year, that amount of his Compensation to be earned during such calendar year that he has elected to defer to the Thrift Plan but which cannot be deferred to the Thrift Plan because of the Applicable Code Provisions, which amounts shall be credited to his Deferred Compensation Account. Any deferral election under this subparagraph (1) shall be in writing, signed by the Participant, and delivered to the Committee within such times prior to the beginning of the calendar year as the Committee shall specify.

(2) An employee who first becomes eligible to defer Compensation to the Plan on or after the beginning of a calendar year shall be permitted to file a deferral election form with the Committee within the thirty (30) day period following his or her initial eligibility to participate, provided such election applies only to Compensation payable with respect to services to be performed subsequent to the date the election is filed with the Committee. Any election that relates to Compensation that is earned based upon a specified performance period shall be deemed to apply to Compensation paid for services performed subsequent to the election if the election applies to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by a fraction, the numerator of which is the number of days remaining in the performance period and the denominator of which is the total number of days in the performance period.

(3) A deferral election made under this Article IV shall be irrevocable during the period to which it relates; provided, however, the Committee shall cancel a deferral election if the Participant experiences an Unforeseeable Emergency under the Plan or a financial hardship under the Thrift Plan.

(4) Any election by a Participant under this Article IV shall be made on a form or forms prescribed by the Committee (the terms of which are incorporated herein by reference), and shall specify the amount of Compensation to be deferred.

(5) Notwithstanding anything to the contrary in this Article IV, a Participant shall be permitted to elect to defer Compensation relating to services performed on or before December 31, 2005, provided a written deferral election is submitted to the Committee on or before March 15, 2005.

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(c) Employer Match. If, during any Plan Year, the matching employer contribution under the Thrift Plan is limited by Applicable Code Provisions, the difference between (i) the matching employer contribution that would have been made to the Thrift Plan for the Participant but for the Applicable Code Provisions, and (ii) the matching employer contribution actually made to the Thrift Plan for such Plan Year, shall be credited to the Participant’s Employer Matching Account. In addition, in the event that matching employer contributions under the Thrift Plan are not made because of an Applicable Code Provision limiting the Participant’s salary reduction election under the Thrift Plan, then the Participant’s Compensation deferrals hereunder shall be treated as deferrals under the Thrift Plan that cannot be matched thereunder and this “lost” matching contribution shall be provided for such Participant under this Plan. Each Participant must file an election as to the time and form of payment of any amounts credited to his Employer Matching Account under the Plan. Such election shall be in writing, signed by the Participant, and delivered to the Committee within the times prescribed in paragraph (a) above, treating the calendar year for which an amount is credited to the Employer Matching Account as the calendar year in which Compensation is earned for purposes of the timing rules.

(d) Establishment of Bookkeeping Accounts. The Committee shall establish a Deferred Compensation Account, an Employer Matching Account, and a Grandfathered Account in the name of each Participant in order to record the Restored Thrift Plan Benefit of a Participant. The Accounts shall be credited with amounts deferred by or credited on behalf of the Participant, and shall be charged from time to time with all amounts that are distributed to the Participant. Separate sub-accounts shall be maintained to record any amounts deferred or credited during each Plan Year, to which a Participant’s elections as to the timing and form of payment apply. All amounts that are credited to the Participants’ Accounts shall be credited solely for purposes of accounting and computation. A Participant shall not have any interest in or right to such Accounts at any time.

(e) Crediting of Interest. At least once each month, each Participant’s Account shall be credited with interest at a rate equal to the interest that would be earned were such Accounts invested in accordance with the Participant’s investment elections under the Thrift Plan.

(f) Valuation of Accounts. The value of a Participant’s Accounts shall be determined by the Committee and the Committee may establish such accounting procedures as are necessary to account for the Participant’s interest in the Plan. Each Participant’s Accounts shall be valued as of the last day of each Plan Year or more frequently as determined by the Committee. The Committee shall furnish each Participant with an annual statement of his Accounts.

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(g) Election of Time and Form of Payment of Deferred Compensation Account and Employer Matching Account. Subject to the provisions of this paragraph (g), a Participant shall elect, at the time he files a deferral election form with the Committee for a Plan Year, the time and manner in which his interest in any amounts credited to his Deferred Compensation Account or Employer Matching Account for such Plan Year, and any earnings on such amounts, shall be paid to him, from among the following options:

(1) Options as to Time of Payment. The options available to a Participant as to time of payment shall be as follows:

(A) Upon Separation from Service (due to Retirement, Disability or otherwise), or

(B) Upon the occurrence of a Fixed Date selected by the Participant, or

(C) Upon the earlier of Separation from Service or the occurrence of a Fixed Date.

Actual payment shall be made on the elected Fixed Date or on the first day of the month following Separation from Service, as applicable. Notwithstanding anything to the contrary in this Plan, in the event a Participant is a Specified Employee, any payments to which the Participant would otherwise be entitled during the first six (6) months following his Separation from Service for reasons other than death or Disability shall be accumulated and paid on the first day of the seventh (7th) calendar month following the Participant’s Separation from Service (or, if earlier, on the first day of the month following his date of death).

(2) Options as to Form of Payment. The options available to a Participant as to forms of payment shall be as follows:

(A) a lump sum,

(B) five (5) approximately equal annual installments, or

(C) ten (10) approximately equal annual installments.

In the event a Participant elects installment payments, each such payment shall be equal to the balance in the Participant’s Accounts as of the end of the month immediately preceding the date of payment, divided by a fraction, the numerator of which is one (1), and the denominator of which is the total number of payments in the series minus the number of prior payments made.

(3) Failure to Elect Time or Form of Payment; Events Overriding Elections. In the event a Participant fails to properly elect a time or form of payment under this paragraph (g), such amounts shall be paid to him in a single lump sum on the first day of the month following his Separation from Service

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(subject to subparagraph (1) above); provided, however, that notwithstanding any election made by a Participant as to the time or form of payment, such amounts shall be paid in a single lump sum on the first day of the month following the earliest to occur of the following events:

(A) Upon his death; or

(B) Upon a Change in Control.

(4) Subsequent Changes in the Time or Form of Payment. Notwithstanding anything to the contrary in this Article IV, a Participant shall have the right to defer the receipt of or change the form of payments owed to him under this paragraph (g). Any such change election (i) must be submitted in writing to the Committee, (ii) shall not be given effect until the date which is twelve (12) months after the date the request is submitted, (iii) except with respect to payments made on account of Disability, death or Unforeseeable Emergency, any payments to which the election relates must be deferred for a period of at least five (5) years from the date the election is submitted (or, if the election to be changed is an election of a payment at a Fixed Date, for at least five (5) years from the date such payment or the first amount would otherwise have been paid), and (iv) if the election to be changed is an election of payment at a Fixed Date, the election must be submitted at least twelve (12) months prior to the date the payment or the first amount was scheduled to be paid. For purposes of this subparagraph (4), the Participant’s election to receive payments in the form of installments shall be treated as the right to a series of separate payments, such that each installment payment owed shall be deemed to be a single payment. Notwithstanding anything to the contrary in this subparagraph (4), Participants shall have the right to change the timing and form of payments of such amounts at any time prior to December 31, 2006, without regard to the restrictions in clauses (ii), (iii) and (iv) of this subparagraph, provided that any such election that is submitted after December 31, 2005 shall not apply to amounts otherwise payable in calendar year 2006 and shall not cause an amount not otherwise payable in calendar year 2006 to be paid during 2006.

(5) Permitted Acceleration of Payment. Notwithstanding anything to the contrary in this paragraph (g), the Committee shall accelerate the time or schedule of a payment otherwise owed to a Participant under the following circumstances:

(A) To the extent necessary to comply with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)), provided the payment is made to an individual other than the Participant; or

(B) Subject to Section IV(g)(1), to the extent benefits payable to the Participant are required to be included in income under Code section 409A and the regulations thereunder, provided that any payments shall

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not exceed the amount required to be included in income as a result of the failure to comply with the requirements of Code Section 409A and the regulations thereunder.

(h) Time and Form of Payment of Grandfathered Account. Except to the extent a Participant has selected to receive payment of his Grandfathered Account in (i) a single lump sum, or (ii) five (5) approximately equal annual installments, the time and payment of any Grandfathered Accounts shall be determined by the Committee in its sole discretion, which shall be exercised in a uniform manner; provided, however, that payment of such amounts will commence no later than the last day of the calendar year in which occurs the earlier of (i) the date the Participant attains age sixty-five (65) (or the date of retirement, if later), or (ii) the date of the Participant’s death.

(i) Death Benefit. In the event of a Participant’s death, his Beneficiary shall be entitled to receive a benefit equal to the Participant’s remaining Restored Thrift Plan Benefit. Any death benefit payable hereunder shall be made in a single lump sum on the first day of the month following the date of death.

(j) Payments Due to Unforeseeable Emergency. If the Committee determines, in its sole discretion, that the Participant has incurred an Unforeseeable Emergency, the Committee may distribute all or a portion of the amount of his Deferred Compensation Account and/or Employer Matching Account in a lump sum. The amount of any such distribution shall be limited to the amount reasonably necessary to satisfy the emergency need, as determined under regulations issued by the Secretary of the Treasury, including any amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution, after taking into account any additional Compensation that will be available to the Participant upon the cancellation of his deferral election.

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ARTICLE V

Restored Pension Plan Benefit

(a) Amount of Benefit. If the normal form of pension payable to the Participant from the Pension Plan is limited by the Applicable Code Provisions, the difference between the normal form of pension that would be payable to the Participant under the Pension Plan but for the Applicable Code Provisions and such Participant’s Basic Pension Plan Benefit shall be provided for such Participant under this Plan.

(b) Time and Form of Payment of Restored Pension Plan Benefit. Payment of a Participant’s Restored Pension Plan Benefit (other than the Grandfathered Benefit) shall begin on the first day of the earliest month as of which the Participant is eligible to receive unreduced payments under the Pension Plan, but not earlier than the Participant’s Separation from Service; provided, however, that in the event a Participant is a Specified Employee, any payments to which the Participant would otherwise be entitled during the first six (6) months following his Separation from Service for reasons other than death or Disability shall be accumulated and paid on the first day of the seventh (7th) calendar month following the Participant’s Separation from Service (or, if earlier, on the first day of the month following his date of death). Unless the Qualified Joint and Survivor Pension under subparagraph (1) below or an alternate form under subparagraph (2) below is applicable, the Restored Pension Plan Benefit (other than the Grandfathered Benefit) shall be paid as a Single Life Pension, providing monthly payments to the Participant during the remaining life of the Participant.

(1) Qualified Joint and Survivor Pension. Unless the Participant elects an alternate form of payment in accordance with subparagraph (2) below, a Participant who is married on the date his Restored Pension Plan Benefits are scheduled to commence shall receive payment in the form of a Qualified Joint and Fifty Percent (50%) Survivor Pension. Under this form, an adjusted amount shall be paid to the Participant for his lifetime; and the spouse (to whom the Participant was married when payments commenced), if surviving at the Participant’s death, shall receive thereafter for life a monthly Restored Pension Plan Benefit of fifty percent (50%) of the adjusted monthly amount paid to the Participant. The adjusted amount payable to the Participant shall be determined so that the value of the payments expected to be made to the Participant and his spouse is the Actuarial Equivalent of the Restored Pension Plan Benefit payable as a Single Life Pension. The last payment shall be made as of the first day of the month in which occurs the death of the last surviving of the Participant and his spouse.

(2) Alternate Forms of Payment. In lieu of payment in the form of a Single Life Pension or a Qualified Joint and Survivor Pension, a Participant may elect prior to the date payment of the Restored Pension Plan Benefit has commenced to receive payment of his Restored Pension Plan Benefit in

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accordance with one of the following options, in an Actuarially Equivalent amount:

(A) Qualified Joint and More Than Fifty Percent (50%) Survivor Pension. Under this form, payments are made in the same manner as described in subparagraph (1) above, but with the percentage continued to the spouse being a specified percentage greater than Fifty Percent (50%) but not in excess of One Hundred Percent (100%).

(B) Certain and Life Pension. Under this form, the Participant shall receive a Restored Pension Plan Benefit payable for his further lifetime; however, if he dies after his Restored Pension Plan Benefit commenced but before receiving a guaranteed number of monthly payments (specified by the Participant but not to exceed the lesser of 120 or the months of life expectancy of the Participant and his designated Beneficiary), then monthly payments, in the same amount, will continue to his Beneficiary(ies), until the total number of payments made (including those to the Participant and those to the Beneficiary(ies)) equals such guaranteed number. If the Beneficiary(ies) should die before such total guaranteed number of payments have been made, the remaining payments will be made to the estate of such Beneficiary(ies) (or, if designated by the Participant, to a secondary Beneficiary(ies)), either in an Actuarially Equivalent single sum or as monthly payments.

(C) Non Spousal Joint and Survivor Pension. Under this form, the Participant shall receive a Restored Pension Plan Benefit payable for life, and payments in the amount of a specified percentage (not to exceed One Hundred Percent (100%)) of such benefit shall, if the Participant’s death occurs after payments commenced, be continued to a designated contingent pensioner during the contingent pensioner’s lifetime.

(c) Time and Form of Payment of Grandfathered Benefit. The Committee, in its sole discretion, shall determine the timing and method of payment of the Grandfathered Benefit; provided, however, that payment will commence no later than the last day of the calendar year in which occurs the earlier of (i) the date the Participant attains age sixty-five (65) (or the date of retirement, if later) or (ii) the date of the Participant’s death, provided such discretion shall be exercised in a uniform manner.

(d) Death Benefits. In the event any death benefit payable under the Pension Plan prior to commencement of the Basic Pension Plan Benefit thereunder is limited by Applicable Code Provisions, the amount by which such death benefit is so limited shall be payable hereunder. Any such death benefit shall be paid on the first day of the earliest month following the Participant’s death as of which the beneficiary of the death benefit under the Pension Plan is entitled to receive an unreduced benefit, and shall be paid in the form of a monthly pension equal to fifty percent (50%) of the Participant’s benefit.

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ARTICLE VI

Supplemental Plan Benefits

(a) Amount of Benefit. In addition to any benefits described elsewhere in this Plan, the Plan shall pay to a Participant such benefits as may be described in a separate contract or agreement entered into by and between the Participant and the Employer.

(b) Time and Form of Payment of Supplemental Plan Benefits. Except to the extent provided otherwise in the separate contract or agreement, any Supplemental Plan Benefit that is in the nature of an increase in the Restored Pension Plan Benefit shall be paid at the time and in the form applicable to the Restored Pension Plan Benefit, and any Supplemental Plan Benefit that is in the nature of an increase in the Restored Thrift Plan Benefit shall be paid at the time and in the form applicable to the Restored Thrift Plan Benefit. Notwithstanding anything to the contrary in this Plan or in a separate contract or agreement, in the event a Participant is a Specified Employee, any payments to which the Participant would otherwise be entitled during the first six (6) months following his Separation from Service for reasons other than death or Disability shall be accumulated and paid on the first day of the seventh (7th) calendar month following the Participant’s Separation from Service (or, if earlier, on the first day of the month following his date of death).

(c) Death Benefits. If a Supplemental Plan Benefit is in the nature of an increase in the Restored Pension Plan Benefit, any death benefit payable in connection with such benefit shall be paid at the time and in the form applicable to the death benefit attributable to the Restored Pension Plan Benefit, and if a Supplemental Plan Benefit is in the nature of an increase in the Restored Thrift Plan Benefit, any death benefit payable in connection with such benefit shall be paid at the time and in the form applicable to the death benefit attributable to the Restored Thrift Plan Benefit. If a Supplemental Plan Benefit is unrelated to the Restored Pension Plan Benefit or the Restored Thrift Plan Benefit, then any death benefit provided for in the terms of the separate contract or agreement shall be payable in accordance with those terms.

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ARTICLE VII

Amendment and Termination

(a) In General. The Plan may be amended at any time, or from time to time, by the Company, and the Plan may be terminated at any time by the Company. Any such amendment or termination shall be ratified and approved by the Company’s Board of Directors.

(b) Effect of Amendment or Termination.

(1) No such amendment or termination shall reduce the amounts to which any Participant is entitled as of the date of such amendment or termination.

(2) Upon termination, the Company shall distribute to Participants (or their beneficiaries) their vested interests in their Accounts in a lump sum, under the following circumstances:

(A) If the Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. 503(b)(1)(A), provided all amounts deferred under the Plan are included in the gross incomes of Participants in the latest of (i) the calendar year in which the Plan termination occurs, (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (iii) the first calendar year in which the payment is administratively practicable;

(B) If the Plan is terminated within thirty (30) days preceding or the twelve (12) months following a Change in Control, provided that the Employer also terminates all substantially similar arrangements and all amounts deferred under the Plan and such arrangements are distributed within twelve (12) months of the termination; or

(C) If all arrangements subject to Code Section 409A that are sponsored by the Employer and that are required to be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) are terminated, only amounts that would be payable to the Participants without regard to the termination of the Plan are paid within twelve (12) months of the termination, all amounts are paid within twenty-four (24) months of the termination, and the Employer does not adopt a new arrangement that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c) at any time within five (5) years of the date of termination of the arrangement; or

(D) Such other events and conditions as the Commissioner of the Internal Revenue Service may prescribe.

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ARTICLE VIII

Miscellaneous

(a) Establishment of Trust. The Company may establish one or more trusts substantially in conformance with the terms of the model trust described in Revenue Procedure 92-64 to assist in meeting the obligations of the Participating Employers to Participants under this Plan. Except as otherwise provided in the Plan or the terms of the trust agreement, any such trust or trusts shall be established in such manner as to permit the use of assets transferred to the trust and the earnings thereon to be used by the Trustee solely to satisfy the liability of a Participating Employer in accordance with the Plan. A Participating Employer, in its sole discretion, and from time to time, may make contributions to the Trust. Unless otherwise paid by the Participating Employer, all benefits under the Plan and expenses chargeable to the Plan shall be paid from the Trust. The powers, duties and responsibilities of the Trustee shall be as set forth in the trust agreement and nothing contained in the Plan, either expressly or by implication, shall impose any additional powers, duties or responsibilities upon the Trustee.

(b) Payments to Minors and Incompetents. If the Committee receives satisfactory evidence that a person who is entitled to receive any benefit under the Plan, at the time such benefit becomes available, is a minor or is physically unable or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such person, and that no guardian, committee, or other representative of the estate of such person shall have been duly appointed, the Committee may authorize payment of such benefit otherwise payable to such person to such other person or institution; and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.

(c) Plan Not a Contract of Employment. The Plan shall not be deemed to constitute a contract of employment between the Participating Employer and any Participant, nor to be consideration for the employment of any Participant. Nothing in the Plan shall give a Participant the right to be retained in the employ of the Participating Employer; all Participants shall remain subject to discharge or discipline as employees to the same extent as if the Plan had not been adopted.

(d) No Interest in Assets. Nothing contained in the Plan shall be deemed to give any Participant any equity or other interest in the assets, business or affairs of the Participating Adopting Employer. No Participant in the Plan shall have a security interest in assets of the Participating Employer used to make contributions or pay benefits.

(e) Recordkeeping. Appropriate records shall be maintained for the Plan, subject to the supervision and control of the Committee.

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(f) Non-Alienation of Benefits. Except as may be permitted elsewhere in the Plan, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No benefit under the Plan shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person. If any person entitled to benefits under the Plan shall become bankrupt or shall attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit under the Plan, or if any attempt shall be made to subject any such benefit to the debts, contracts, liabilities, engagements or torts of the person entitled to any such benefit, except as specifically provided in the Plan, then such benefits shall cease and terminate at the discretion of the Committee. The Committee may then hold or apply the same or any part thereof to or for the benefit of such person or any dependent or beneficiary of such person in such manner and proportions as it shall deem proper.

(g) State Law. This Plan shall be construed in accordance with the laws of the State of Arkansas.

(h) Liability Limited. In administering the Plan, neither the Committee nor any officer, director or employee thereof, shall be liable for any act or omission performed or omitted, as the case may be, by such person with respect to the Plan; provided, that the foregoing shall not relieve any person of liability for gross negligence, fraud or bad faith. The Committee, its officers, directors and employees shall be entitled to rely conclusively on all tables, valuations, certificates, opinions and reports that shall be furnished by any actuary, accountant, trustee, insurance company, consultant, counsel or other expert who shall be employed or engaged by the Committee in good faith.

(i) Protective Provisions. Each Participant shall cooperate with the Committee by furnishing any and all information requested by the Committee in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Committee may deem necessary and taking such other relevant action as may be requested by the Committee. If a Participant refuses so to cooperate or makes any material misstatement of information or nondisclosure of medical history, then no benefits will be payable hereunder to such Participant or his beneficiary, provided that, in the Committee’s sole discretion, benefits may be payable in an amount reduced to compensate the Participating Employer for any loss, cost, damage or expense suffered or incurred by the Participating Employer as a result in any way of such action, misstatement or nondisclosure.

(j) Successor Plan. In the event a Participant ceases to be eligible to participate in the Plan, but becomes eligible under any other nonqualified deferred compensation plan maintained by an Employer, then the Participant’s benefits under this Plan shall, in the discretion of the Committee, cease to be governed by this Plan and shall instead be governed by the provisions of the other plan.

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(k) Impact on Other Benefits. This Plan shall not be construed to impact or cause the denial of any benefits to which any Participant may be entitled under any other welfare or benefit plan of any Participating Employer.

(l) Other Plans. Payments made to Participants under this Plan shall not be includable as salary or compensation for purposes of determining the amount of employee benefits under any other retirement, pension, profit-sharing or welfare benefit plans of the Participating Employers.

(m) Taxes and Tax Withholding. The Committee and/or the Trustee shall withhold from any contribution to, amounts accumulated under, or distribution from the Plan or Trust such amounts as the Committee or the Trustee shall determine to be appropriate for Federal, State or local taxes applicable thereto. In the event a payment from the Plan is at the time of distribution subject to the Medicare portion of the Federal FICA tax, the payment shall be adjusted upwards so that the net payment to the Participant equals the amount that would be payable if such tax did not apply to the payment.

(n) Severability. If any provision of this Plan is found, held or deemed to be void, unlawful, or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

(o) Headings and Subheadings. Headings and subheadings in this Plan are for reference only. In the event of a conflict between a heading or subheading and the content of an article or paragraph, the content shall control.

(p) Gender. The masculine, as used herein, shall be deemed to include the feminine and the singular to include plural, except where the context requires a different construction.

(q) Right of Offset. The Participating Employers shall have the right to offset against any benefits payable to any Participant or Beneficiary any amounts owed by the Participant to the Participating Employer.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer this      day of                     , 2006.

DELTIC TIMBER CORPORATION
By:
Its:
	“COMPANY”

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