-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CcY8PQ/7ZGWuLn+EHCNCL6DY9Lj7kxcuMh3nT1Qx1LjAp/P8legYqZtcNJSoPQ/z STX//CXPyl4tCKGBCKcs2Q== 0001338749-06-000013.txt : 20060214 0001338749-06-000013.hdr.sgml : 20060214 20060214153222 ACCESSION NUMBER: 0001338749-06-000013 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RUNSTAD JUDITH M CENTRAL INDEX KEY: 0001180477 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32729 FILM NUMBER: 06614176 BUSINESS ADDRESS: BUSINESS PHONE: 5098351512 MAIL ADDRESS: STREET 1: 601 W RIVERSIDE AVE SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: POTLATCH CORP CENTRAL INDEX KEY: 0001338749 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 820156045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: (509) 835-1500 MAIL ADDRESS: STREET 1: 601 WEST RIVERSIDE AVENUE STREET 2: SUITE 1100 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: Potlatch Holdings, Inc. DATE OF NAME CHANGE: 20050914 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-02-14 0001338749 POTLATCH CORP PCH 0001180477 RUNSTAD JUDITH M 601 W. RIVERSIDE AVENUE SUITE 1100 SPOKANE WA 99201 1 0 0 0 Stock Option (right to buy) 31.6066 2006-02-14 4 D 0 1312 D 2013-12-04 Common Stock 1312 0 D Stock Option (right to buy) 22.0713 2006-02-14 4 A 0 1879 A 2013-12-04 Common Stock 1879 1879 D On February 3, 2006, the Board of Directors of Potlatch Corporation, formerly known as Potlatch Holdings, Inc. (the "Company"), declared a special distribution of $15.15 per share representing the Company's historical, accumulated earnings and profits (the "Special E&P Distribution"), to stockholders of record as of February 14, 2006. The Company's applicable stockholder-approved stock incentive plans require proportionate adjustment of the exercise price and the number of shares of stock covered by outstanding stock option awards under such plans in a manner determined by the Executive Compensation and Personnel Policies Committee of the Company's Board of Directors to reflect the declaration of the Special E&P Distribution. The adjustment of the outstanding stock option award is being reported as a deemed cancellation and regrant of the original stock option to clarify the change in the exercise price and number of shares covered by the subject stock option. The stock option has no purchase or sale price, therefore Column 8 has been left blank. Malcolm A. Ryerse, Attorney-in-fact 2006-02-14 EX-24 2 powerofattorneyform.htm POWER OF ATTORNEY
Power of Attorney





 Know all by these presents, that the undersigned hereby constitutes and appoints each of

Ralph M. Davisson, Malcolm A. Ryerse and Pamela A. Mull, signing singly, the undersigned's true and

lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer and/or director of Potlatch Corporation, a Delaware corporation formerly named Potlatch Holdings,

Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the

rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which may

be necessary or desirable to complete and execute any such Form 3, 4, or 5,

complete and execute any amendment or amendments thereto, and timely file

such form with the United States Securities and Exchange Commission and any

stock exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit to, in the best

interest of, or legally required by, the undersigned, it being understood that the

documents executed by such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such form and shall contain such

terms and conditions as such attorney-in-fact may approve in such

attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power and authority to do

and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in

the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney

and the rights and powers herein granted.  The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16

of the Securities Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the undersigned is no

longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and

transactions in securities issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 3rd day of February, 2006.





/s/ Judith M. Runstad

___________________________

Judith M. Runstad

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