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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 20, 2005

PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification No.)

999 Third Avenue, Suite 4300 Seattle, Washington	98104-4096
(Address of Principal Executive Offices)	(Zip Code)

     (206) 467-3600
     Registrant’s Telephone Number, including area code

Section 1.  Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

        On the authority of the Compensation Committee of the Board of Directors of Plum Creek Timber Company, Inc. (the “Company”), the Company adopted The Plum Creek Timber Company, Inc. Deferral Plan (the “Deferral Plan”) and the Amended and Restated Director Stock Ownership Plan (the “Stock Plan”). The Deferral Plan and the Stock Plan, each of which is filed as an exhibit to this current report, were adopted by the Company effective June 20, 2005.

        In connection with the adoption of the Deferral Plan, each of the following plans governing the terms of compensation deferral were terminated effective June 20, 2005: the Plum Creek 1994 Long-Term Incentive Plan; the Plum Creek Executive and Key Employee Salary and Incentive Compensation Deferral Plan; and the Deferred Compensation Plan for Directors. In addition, the Plum Creek Director Stock Ownership and Deferral Plan was amended, in part, to remove all provisions relating to deferral of compensation earned under the plan. Participants in the terminated plans and participants in the amended plan, including members of the Company’s Board of Directors and executive officers, were offered the choice to either receive a one-time payout of compensation previously deferred under one or more of the plans, or continue to defer such compensation under the terms of the Deferral Plan. Dividends and other earnings on any shares of stock deferred under the Deferral Plan will accrue in the participant’s deferral account in the form of cash.

        The Stock Plan offers non-employee members of the Company’s Board of Directors the opportunity to receive shares of the Company’s common stock in lieu of cash retainers and meeting fees otherwise due in connection with service on the board. Each director who participates in the plan may elect to receive a number of shares of common stock equal to a specified amount of foregone cash compensation divided by the fair market value of the stock on the date that the cash compensation otherwise would have been paid. Participants in the Stock Plan may elect to defer all or any portion of these shares of stock under the Deferral Plan.

Section 9.  Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

 

(c)     Exhibits. The following exhibits are filed with this document:

Exhibit No.
10.1	Plum Creek Timber Company, Inc. Deferral Plan
10.2	Plum Creek Timber Company, Inc. Director Stock Ownership Plan
10.3	Forms of Director Deferral Election Form
10.4	Forms of Executive Deferral Election Form
10.5	Plum Creek 1994 Long-Term Incentive Plan (Incorporated herein by reference to the Company's Form 10-K/A, Amendment No. 1, File No. 1-10239, for the year ended December 31, 1993). First Amendment to the Plum Creek 1994 Long-Term Incentive Plan (Incorporated herein by reference to the Company's Form 10-Q, File No. 1-10239, for the quarter ended September 30, 1995.)
10.6	Plum Creek Timber Company, Inc., Executive and Key Employee Salary and Incentive Compensation Deferral Plan (Incorporated herein by reference to the Company's Form 10-K, File No. 1-10239, for the year ended December 31, 2002).
10.7	Deferred compensation Plan for Directors, PC Advisory Corp. I (Incorporated herein by reference to the Company's Form 10-K/A, Amendment No. 1, File No. 1-10239, for the year ended December 31, 1994).

SIGNATURES

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.

PLUM CREEK TIMBER COMPANY, INC.

By:    /s/ James A. Kraft

JAMES A. KRAFT

Senior Vice President, General Counsel and

Secretary

DATED: June 24, 2005

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
10.1	Plum Creek Timber Company, Inc. Deferral Plan
10.2	Plum Creek Timber Company, Inc. Director Stock Ownership Plan
10.3	Forms of Director Deferral Election Form
10.4	Forms of Executive Deferral Election Form
10.5	Plum Creek 1994 Long-Term Incentive Plan (Incorporated herein by reference to the Company's Form 10-K/A, Amendment No. 1, File No. 1-10239, for the year ended December 31, 1993). First Amendment to the Plum Creek  1994 Long-Term Incentive Plan (Incorporated herein by reference to the Company's Form 10-Q, File No. 1-10239, for the quarter ended September 30, 1995.)
10.6	Plum Creek Timber Company, Inc., Executive and Key Employee Salary and Incentive Compensation Deferral Plan (Incorporated herein by reference to the Company's Form 10-K, File No. 1-10239, for the year ended December 31, 2002).
10.7	Deferred compensation Plan for Directors, PC Advisory Corp. I (Incorporated herein by reference to the Company's Form 10-K/A, Amendment No. 1, File No. 1-10239, for the year ended December 31, 1994).

EX-10

Exhibit 10.1

Deferral Plan
Master Plan Document

Effective June 20, 2005

PLUM CREEK TIMBER COMPANY, INC.
DEFERRAL PLAN

Effective June 20, 2005

Purpose

        The purpose of this Plan is to provide specified benefits to Board members and a select group of management and highly-compensated Employees who contribute materially to the continued growth, development and future business success of the Company, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

        The Plan is intended to be an omnibus plan covering all forms of compensation offered by the Company from time to time that may under applicable law be deferred.

        Capitalized terms used in this Plan and not otherwise defined in the text of the Plan are defined in Section 10.

Section 1 — ELIGIBILITY

        Participation in the Plan shall be limited to Board members and a select group of management and highly compensated Employees, as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, individuals eligible to be a Participant in the Plan. The group of Employees (by title, position, employment grade, or compensation level) selected by the Committee shall be listed on Exhibit A attached hereto (which shall be updated under direction from the Committee from time to time as necessary without need for amendment to this Plan).

Section 2 — DEFERRAL OF COMPENSATION

2.1 Eligible Compensation. The deferral of compensation authorized by this Plan is intended to cover all Compensation of Board members and Employees eligible to participate in the Plan to the extent any such form of Compensation may be made the subject of a deferral election under applicable law; provided however that the Committee may from time to time, in its sole discretion, disallow deferral of one or more forms of Compensation otherwise or previously permitted to be deferred hereunder.

2.2 Compliance with Code Section 409A. This Plan contemplates that all deferrals of Compensation made hereunder shall comply with Code Section 409A in a manner that avoids application of Code Section 409A(a)(1) to such deferral or to this Plan as a whole. If a form of Compensation is not able to be deferred in a manner consistent with the preceding sentence, or if any deferral of Compensation otherwise permitted hereunder is done in a manner that causes it and/or the Plan to be subject to Code Section 409A(a)(1), then any such deferral or attempted deferral shall be null and void for all purposes.

2.3 Deferral Forms Applicable to Compensation. This Plan contemplates that the deferral of each type of Compensation eligible for deferral hereunder will require the Participant to utilize forms of Plan Documents appropriate to such form of Compensation as shall be necessary to defer such Compensation in a manner that complies with Section 2.2 above and with the rules of this Plan. The Committee shall approve (or delegate authority for approval of) the various Plan Documents appropriate for each type of Compensation eligible to be deferred hereunder. Any type of Compensation as to which the Committee has approved for deferral hereunder shall be listed on Exhibit B attached hereto. The Plan Documents approved by the Committee to be used under this Plan shall specify the terms and provisions applicable to the deferral of Compensation, including without limitation (i) the manner in which deferred amounts shall be administered hereunder (including through the use of third-party service providers), (ii) the manner in which amounts deferred will be held (including through the use of any trust or other administrative entity or vehicle, or other third-party service provider, and including without limitation the types of accounts and method(s) of investing that shall be made available to Participants, including deemed investment alternatives) with respect to amounts deferred under the Plan, (iii) provisions for the withholding of any applicable taxes required to be withheld as of any date that apply to amounts deferred hereunder (including provisions permitting the deduction of any such amounts either from the amounts being deferred hereunder or from other compensation of the Participant), and (iv) provisions relating to the vesting of any contributions to a Participant’s Plan account made by the Company or the Employer.

2.4 No Liability. To the extent that the Committee (or its designee) has not approved, or the Company does not otherwise have available, the appropriate participation forms for a particular type of Compensation, neither the Company, the Committee nor any of its or their designees shall have any liability whatsoever for an Employee’s inability to make a timely election to defer Compensation hereunder.

2.5 Leaves of Absence. If a Participant is authorized by the Employer for any reason to take a paid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the amount of any Compensation to be deferred hereunder shall continue to be withheld during such paid leave of absence in accordance with this Section 2. If a Participant is authorized by the Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the Participant shall be excused, if requested, from making deferrals until the earlier of the date the leave of absence expires or the date the Participant returns to a paid employment status. Upon such expiration or return, deferrals shall resume for the remaining portion of the Plan Year in which the expiration or return occurs, based on the deferral election, if any, made for that Plan Year. If no election was made for that Plan Year, no deferral shall be withheld.

Section 3 — ENROLLMENT PROCEDURES

3.1 Enrollment Forms; Time of Enrollment. As a condition to participation, each Board member and each selected Employee shall complete, execute and return to the Committee the appropriate Plan Documents (each in such form(s), and including any such additional forms or other documents, as the Committee shall from time to time approve), all on or before the earlier of (i) the last day of the taxable year preceding the year in which the services with respect to the Compensation being deferred were or are to be provided, or (ii) the 30th day after the Board member or the Employee first becomes eligible to participate in the Plan; provided however that, in the case of Performance-Based Compensation based on services provided over a period of at least 12 months, the election to defer must be made no later than six months before the end of the performance period; and provided further that an election to defer inducement compensation in any form to a new Board member or a new Employee must be made before such Board member or Employee begins providing services. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

3.2 Eligibility; Commencement of Participation. Provided a Board member or an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required from time to time by the Committee, including returning all required documents to the Committee within the specified time period, that Board member or Employee shall commence participation in the Plan either (i) as of the first day of the next following Plan Year, or (ii) in the case of an Employee or member of the Board who becomes newly eligible to participate in the Plan, on the first day of the month following the end of the period specified in Section 3.1(ii) above; provided, however, that with respect to elections to defer Compensation (a) made by a Board member or Employee prior to the effective date of this Plan and (b) that such Board member or Employee has elected to continue and to be governed by the terms of this Plan, participation in the Plan shall commence immediately on the effective date of this Plan. If a Board member or an Employee fails to meet all such requirements within the period required, in accordance with this Section 3.2, that Board member or Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents.

3.3 Termination of Participation and/or Deferrals. If the Committee determines in good faith that an Employee Participant no longer qualifies as a member of a select group of management or highly-compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to (i) terminate any deferral election the Participant has made for the remainder of the Plan Year in which the Participant’s membership status changes, (ii) prevent the Participant from making future deferral elections under the Plan, and/or (iii) distribute amounts deferred by the Participant as specified under the applicable Election Form, except to the extent otherwise required by Code Section 409A (or regulations or interpretations issued thereunder).

SECTION 4 — DISTRIBUTIONS

4.1 General. Compensation deferred hereunder may not be distributed earlier than:

(i) upon the Participant’s Separation from Service;

(ii) the date the Participant becomes Disabled;

(iii) the date of the Participant’s death;

(iv) at a specified time (or pursuant to a fixed scheduled), specified at the time of the deferral of the Compensation;

(v) upon a Change of Control; or

(vi) upon the occurrence of an Unforeseeable Emergency.

4.2 Acceleration. Acceleration of the time or schedule of any distribution or payment to be made under this Plan shall not be permitted, except to the extent authorized by regulations or interpretations issued or to be issued by the U.S. Treasury Department or the Internal Revenue Service.

4.3 Change in Deferral Election. A Participant may at any time before Separation from Service and at least 12 months before an otherwise scheduled distribution date modify a previous deferral election pertaining to the form of distribution and/or the distribution date, provided that the modification does not (i) accelerate a previously elected distribution date, or (ii) defer a previously elected distribution date triggered under Section 4.1(ii), (iii) or (vi) above unless the requested deferral is for no less than five years beyond the original distribution date in whole-year increments.

4.4 Form of Distributions. Except as otherwise specified in the Plan Documents, a distribution of amounts deferred hereunder (plus any earnings or other amounts credited with respect to such deferred amounts) may be made either in lump sum payment or pursuant to a Monthly Installment Method or an Annual Installment Method of up to a maximum of 15 years.

4.5 Payout for Unforeseeable Emergency. If a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to receive partial or full payout from the Plan. The payout shall not exceed the lesser of the Participant’s account balances (including any earnings or other amounts credited with respect to amounts deferred hereunder) or the amount necessary to satisfy the emergency and pay taxes reasonably anticipated as a result of the payout (after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets (to the extent such liquidation would not itself cause severe financial hardship)).

4.6 Beneficiary Designation. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent. If a Participant fails to designate a Beneficiary or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

4.7 Discharge of Obligations. The full payment of benefits under the Plan to the Participant (or a Beneficiary, if applicable) shall fully and completely discharge the Employer and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Documents shall terminate upon such full payment of benefits.

SECTION 5 —
TERMINATION, AMENDMENT OR MODIFICATION

5.1 Termination. The Company and the Employer reserves the right to terminate the Plan with respect to the Participants employed by or in service to the Company or the Employer by action of its board of directors within 12 months of its Change in Control. Upon a Change in Control and such termination of the Plan, the affected Participants’ account balances shall be paid in a lump sum as soon as practicable after the date of Plan termination, subject to any applicable limitations of Code Section 409A.

5.2 Amendment. The Committee may, at any time, amend or modify the Plan in whole or in part with respect to the Participants; provided however that no amendment or modification shall be effective to decrease a Participant’s account balances at the time of such amendment, calculated as though the Participant had experienced a Separation from Service as of the effective date of the amendment or modification.

5.3 Amendment following Code Section 409A Guidance. At the time of adoption of this Plan, the Company anticipates that guidance will be issued under Code Section 409A. This Plan shall be amended to conform it to the requirements of any such later-issued guidance.

SECTION 6 — ADMINISTRATION

6.1 Committee Duties. Except as otherwise provided in this Section 6, this Plan shall be administered by a committee which shall consist of any one of: the Board; a committee of Board members as the Board shall appoint; or by members of senior management of the Company as appointed from time to time by either the Board or by a committee of the Board. To the extent that the Board delegates authority to administer the Plan to a committee, such committee shall have full authority to act on behalf of the Company. (Any such person, group of persons or party administering the Plan is referred to as the “Committee”). Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and (ii) decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

6.2 Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel (including counsel who may be counsel to the Employer).

6.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

6.4 Indemnity of Committee. The Employer shall indemnify and hold harmless the members of the Committee, and any Employee to whom the duties of the Committee may be delegated, and the administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the administrator.

6.5 Employer Information. To enable the Committee to perform its functions, the Company and the Employer shall supply full and timely information to the Committee, as the case may be, on all matters relating to the compensation of its Participants, the date and circumstances of the Disability, death or Separation from Service of its Participants, and such other pertinent information as the Committee may reasonably require.

6.6 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

SECTION 7 — CLAIMS PROCEDURES

7.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 90 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

7.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(i) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(ii) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(a) the specific reason(s) for the denial of the claim, or any part of it;

(b) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(c) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(d) an explanation of the claim review procedure set forth in Section 7.3 below.

7.3 Review of a Denied Claim. Within 90 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later than 30 days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(i) may review pertinent documents;

(ii) may submit written comments or other documents; and/or

(iii) may request a hearing, which the Committee, in its sole discretion, may grant.

7.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than 90 days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which case the Committee’s decision must be rendered within 120 days after such date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(i) specific reasons for the decision;

(ii) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(iii) such other matters as the Committee deems relevant.

7.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this Section 7 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

SECTION 8 – TRUST

8.1 Establishment of the Trust. The Committee may, in its sole discretion, direct the establishment of one or more trusts, and in such case the Employer shall transfer to the trust such assets as the Committee determines, in its sole discretion, are necessary to provide, on a present value basis, for its respective future liabilities created with respect to the annual deferral amounts and any other amounts deferred under the Plan for the Employer’s Participants for all periods prior to the transfer, as well as any debits and credits to the Participants’ account balances for all periods prior to the transfer, taking into consideration the value of the assets in the trust at the time of the transfer.

8.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Documents shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of a trust shall govern the rights of the Employer, Participants and the creditors of the Employer to the assets transferred to the trust. The Employer shall at all times remain liable to carry out its obligations under the Plan.

8.3 Distributions From the Trust. The Employer’s obligations under the Plan may be satisfied with trust assets distributed pursuant to the terms of the trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

SECTION 9 – MISCELLANEOUS

9.1 Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with that intent.

9.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer. For purposes of the payment of benefits under this Plan, any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

9.3 Employer’s Liability. The Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Documents, as entered into between the Employer and a Participant. The Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Document(s).

9.4 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

9.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer as an Employee or to interfere with the right of the Employer to discipline or discharge the Participant at any time.

9.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

9.7 Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

9.8 Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

9.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Delaware without regard to its conflicts of laws principles.

9.10 Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

Human Resources Department
Plum Creek Timber Company, Inc.
999 Third Avenue, Suite 4300
Seattle, Washington 98104

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

9.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

9.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

9.12 Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

9.13 Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

9.14 Court Order. Except to the extent restricted by the requirements of Code Section 409A, the Committee is authorized to make any payments directed by court order in any action in which the Plan or the Committee has been named as a party. In addition, and subject to the requirements of Code Section 409A, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Committee, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse.

9.15 Distribution in the Event of Taxation.

(i) In General. If, for any reason, all or any portion of a Participant’s benefits under this Plan becomes taxable to the Participant prior to receipt, a Participant may petition the Committee before a Change in Control, or the trustee of any trust established under Section 8 above (or any other party authorized to administer the Plan) after a Change in Control, for a distribution of that portion of his or her benefit that has become taxable. Upon the grant of such a petition, which grant shall not be unreasonably withheld (and, after a Change in Control, shall be granted), the Employer shall distribute to the Participant immediately available funds in an amount equal to the taxable portion of his or her benefit (which amount shall not exceed a Participant’s unpaid account balance under the Plan). If the petition is granted, the tax liability distribution shall be made within 90 days of the date when the Participant’s petition is granted. Such a distribution shall affect and reduce the benefits to be paid under this Plan.

(ii) Trust. If a trust established to administer the Plan terminates in accordance with its terms and benefits are distributed from the trust to a Participant in accordance therewith, the Participant’s benefits under this Plan shall be reduced to the extent of such distributions.

9.16 Legal Fees To Enforce Rights After Change in Control. The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members) or a shareholder of the Company, or of any successor corporation might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company or any successor corporation has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other person takes any action to declare the Plan void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided, then the Company irrevocably authorize such Participant to retain counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder or other person affiliated with the Company or any successor thereto in any jurisdiction.

SECTION 10 – DEFINITIONS

        For purposes of this Plan, unless otherwise clearly apparent from the text or context of the Plan, the following phrases or terms shall have the following indicated meanings:

10.1 “Annual Installment Method” shall mean the payment of a Participant’s account balance in annual installments determined by dividing the current account balance by the remaining number of installment payments. The final installment payment shall be equal to the remaining account balance. In no event shall the amount of any installment payment exceed the remaining account balance

10.2 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Section 4.6, that are entitled to receive benefits under this Plan upon the death of a Participant.

10.3 “Beneficiary Designation Form” shall mean any form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

10.4 “Board” shall mean the board of directors of the Company.

10.5 “Change in Control” shall mean a change in ownership or effective control of the Company effected through any of the following transactions: (i) a merger, consolidation or other reorganization approved by the Company’s members, unless securities representing more than fifty percent (50%) of the total combined voting power of the voting interest of the successor entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding membership interests immediately prior to such transaction; or (ii) the sale, transfer or other disposition of all or a substantial portion of the Company’s assets in complete liquidation or dissolution of the Company. In the event this definition of “Change in Control” fails to meet the limitations or requirements of section 409A of the Code, then this definition shall be deemed modified to the extent necessary to meet the limitations or requirements of section 409A of the Code.

10.6 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

10.7 “Committee” shall mean the committee described in Section 6.1.

10.8 “Compensation” shall mean any form of compensation or other remuneration paid or to be paid by the Employer to a Participant in connection with the Participant’s performance of services for the Employer, as applicable, that is eligible to be deferred hereunder in accordance with Section 2 and shall include without limitation base salary, bonuses (including signing bonuses, annual bonuses, incentive bonuses and performance bonuses or awards), equity compensation and other forms of compensation under plans, programs or policies of the Company as in place from time to time (including any such form of compensation that was in place prior the effective date of this Plan).

10.9 “Company” shall mean Plum Creek Timber Company, Inc., a Delaware corporation, and any successor to all or substantially all of the Company's assets or business.

10.10 A “Disability” shall exist, or a Participant shall be “Disabled,” if a Participant, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, has been receiving income replacement benefits for a period of not less than 24 months under an accident and health policy covering employees of the Employer.

10.11 “Election Form” shall mean any form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

10.12 “Employee” shall mean a person who is an employee of the Employer.

10.13 “Employer” shall mean, collectively, the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

10.14 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

10.15 “ Monthly Installment Method” shall be a monthly installment payment over the number of months selected by the Participant in accordance with this Plan, calculated as follows: The account balance of the Participant shall be calculated as of the close of business on the first business day of the month. The monthly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one, and the denominator of which is the remaining number of monthly payments due the Participant. By way of example, if the Participant elects a 120-month Monthly Installment Method, the first payment shall be 1/120 of the account balance, calculated as described in this definition. The following month, the payment shall be 1/119 of the Account Balance, calculated as described in this definition. Each monthly installment shall be paid on or as soon as practicable after the first business day of the applicable month.

10.16 “Participant” shall mean any member of the Board or any Employee who is selected to participate in the Plan and (i) who elects to participate in the Plan, (ii) who executes the appropriate Plan Documents(s) (including such additional Plan Documents as the Committee requires from time to time), (iii) whose signed Plan Documents are accepted by the Committee, (iv) who commences participation in the Plan, and (v) whose Plan Documents have not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

10.17 “Performance-Based Compensation” means any performance-based compensation eligible for deferral hereunder that is based on services performed over a period of at least 12 months and subject to any further requirements as set forth in any regulations or other interpretations issued by the U.S. Treasury Department or the Internal Revenue Service.

10.18 “Plan” shall mean the Company’s Deferral Plan, which shall be evidenced by this instrument and by each Plan Document, as they may be amended from time to time. The Plan is originally effective on June 20, 2005.

10.19 “Plan Documents” shall mean one or more written agreements, forms or such other documents (including without limitation an Election Form and a Beneficiary Designation Form, as may be amended from time to time by the Committee or its designee, which is entered into by and between the Employer and a Participant. The cumulative effect of the Plan Documents applicable to any form of eligible Compensation permitted to be deferred hereunder shall provide for the entire benefit to which such Participant is entitled under this Plan; should there be more than one Plan Document applicable to a particular form of permitted Compensation, the Plan Document bearing the latest date of acceptance by the Employer shall supersede all previous Plan Documents in their entirety and shall govern such entitlement. The terms of any Plan Document may be different for any Participant, and any Plan Document may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant and such variations shall comply with the requirements of Code Section 409A.

10.20 “Plan Year” shall mean the calendar year.

10.21 “Separation from Service” means any one of: (i) the date on which the Participant’s employment terminates with the Company or any entity employing the Participant that is controlled by the Company or is under common control, or is in an affiliated service group, with the Company as set forth in Code Sections 414(b), (c), (m) and (o); (ii) the date on which the Participant’s service to the Board terminates; or (iii) in the case of a Participant who is both a Board member and an Employee, the date on which the Participant’s employment terminates with the Company or any entity employing the Participant that is controlled by the Company or is under common control, or is in an affiliated service group, with the Company as set forth in Code Sections 414(b), (c), (m) and (o); provided however that with respect to “key employees” (as defined in Code Section 409A(a)(2)(B)(i)) the date of Separation from Service shall mean the date that is 6 months after the date on which such Participant’s employment with the applicable employer entity terminates; and provided further that this definition shall be amended in such manner as is necessary to conform it to any later-issued regulations or interpretations issued by the U.S. Treasury Department or the Internal Revenue Service.

10.22 “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from 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, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

        IN WITNESS WHEREOF, the Company has signed this Plan document as of June 20, 2005.

PLUM CREEK TIMBER COMPANY, INC.


BY:   /s/   Barbara L. Crowe
——————————————
                Barbara L. Crowe

Title: Vice President, Human Resources

EXHIBIT A

        Effective June 20, 2005, an Employee who is designated a Grade 42 or above (or the equivalent of such grade in the event of a change in method for calculating the seniority of the Employer’s employees), may elect to participate in the Company’s Deferral Plan. An Employee who is not designated a Grade 42 or higher, but who has previously made one or more deferral elections prior to June 20, 2005 under one or more Company deferral plans in effect prior to June 20, 2005 (each such election, a “Pre-effective Deferral Election”), may participate in the Company’s Deferral Plan only with respect to the amounts deferred pursuant to such Pre-effective Deferral Election; provided, that no such Employee shall be eligible to make any other deferral election, or participate in the Company’s Deferral Plan with respect to any such other deferral election.

EXHIBIT B

Directors

Director Retainer and Meeting Fees (including fees paid in the form of shares of Plum Creek common stock), as determined from time to time by the Board.

Employees (including Employees who also serve on the Board)

Base Salary and Annual Incentive Bonus under the Plum Creek Annual Incentive Plan.

Payouts in cash or stock, or a combination thereof, of Value Management Awards granted under the Plum Creek Amended and Restated Stock Incentive Plan, as the same may be amended from time to time.

EX-10

Exhibit 10.2

AMENDED AND RESTATED PLUM CREEK
DIRECTOR STOCK OWNERSHIP PLAN

Preamble

        WHEREAS, this Plum Creek Director Stock Ownership Plan, hereinafter referred to as the “Plan”, was originally adopted effective January 21, 1997 as the “Plum Creek Director Unit Ownership and Deferral Plan” by PC Advisory Corp. I, the general partner of PC Advisory Partners I, L.P., which served as the general partner of Plum Creek Management Company, L.P., a Delaware limited partnership which served as the general partner of Plum Creek Timber Company, L.P.;

        WHEREAS, effective July 1, 1999 Plum Creek Timber Company, Inc., (the “Company”) became the successor corporation to Plum Creek Timber Company, L.P., by operation of law pursuant to a corporate reorganization;

        WHEREAS, in connection with such reorganization, the Company amended and restated the Plan effective December 18, 2001 and renamed it the “Plum Creek Director Stock Ownership and Deferral Plan”;

        WHEREAS, the Company desires to amend and restate this Plan to effect certain changes.

        NOW THEREFORE, the Company does hereby amend and restate this Plan as set forth below effective as of June 20, 2005.

The Plan

1. Purpose. The purpose of this Plan is to encourage the directors of the Company, to have an ongoing ownership interest in the Company by providing to said directors the opportunity to use director compensation to acquire shares of common stock of the Company (“Shares”).

2. Participants. The participants (“Participants”) under this Plan are the directors of the Company who are not employees of the Company or its affiliates.

3. Administration. This Plan will be administered by the Compensation Committee of the board of directors of the Company (the “Committee”). The Committee shall interpret this Plan and make all determinations necessary or advisable for administration of the Plan. Any such action by the Committee shall be final and conclusive on all persons having any interest in such action. Any determination of the Committee under this Plan may be made by a majority of the Committee members. The Committee may delegate such authority to the Senior Vice President, General Counsel and Secretary of the Company as it deems necessary or appropriate to administer the Plan.

4. Election to Receive Shares in Lieu of Cash. Each Participant may elect to forego receipt of all or a portion of cash representing any annual retainer, committee fees and meeting fees otherwise due to the Participant in a specific calendar quarter in exchange for Shares under this Plan. The number of Shares received by any Participant shall equal the amount of foregone cash compensation divided by the Fair Market Value of a Share on the trading day of the calendar quarter in respect of which the cash compensation otherwise would have been paid to the Participant, rounded down to the nearest whole Share, with the dollar amount of any fractional shares to be credited to the Participant’s next purchase under the Plan. Participants may participate by submitting a written or electronic election to the Company, in such form as the Company determines, at least forty-five (45) days prior to the beginning of the calendar quarter to which the election relates. For purposes of this Plan, “Fair Market Value” means , as of any date of determination, the closing sales price for the Shares (or the closing bid, if no sales were reported) as quoted on the New York Stock Exchange as reported in The Wall Street Journal or such other source as the Committee deems reliable.

5. Legal and Other Requirements. The obligation to deliver Shares under this Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not limited to, the effectiveness of a registration statement under the Securities Act of 1933, as amended, if deemed necessary or appropriate by the Committee, covering the Shares acquired pursuant to the terms of this Plan. Shares issued hereunder may be legended as the Committee shall deem appropriate to reflect the restrictions imposed under this Plan or by securities laws generally.

6. Indemnification of Committee. The Company shall indemnify each member of the Committee (which, for purposes of this Section 6, includes any employee of the Company or a related company to whom the Committee has delegated any responsibility in the administration of the Plan) against any and all claims, losses, damages, expenses, including counsel fees incurred by the Committee, and any liability, including any amounts paid in settlement with the Company’s approval, arising from the member’s or the Committee’s determination, action or failure to act, except when the same is judicially determined to be attributable to the gross negligence or willful misconduct of such member. The right of indemnity described in the preceding sentence shall be conditioned upon (i) the timely receipt of notice by the Company of any claim asserted against the Committee member, which notice, in the event of a lawsuit shall be given within ten (10) days after receipt by the Committee member, and (ii) the timely receipt by the Company of an offer from the Committee member of an opportunity to participate in the settlement or defense of such claim.

7. Amendment and Termination of Plan. The Plan may be terminated with respect to any or all Participants at any time by the Committee and may be amended by the Committee from time to time in any respect.

8. Intentions. This Plan is intended to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and any provision that would prevent compliance with Rule 16b-3 shall be deemed invalid to the extent permitted by law and deemed necessary by the Committee.

9. Delaware Law to Govern. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.

PLUM CREEK TIMBER COMPANY, INC.
BY:  /s/ Barbara L. Crowe	June 20, 2005
Barbara L. Crowe	Date
Vice President, Human Resources

EX-10

Exhibit 10.3

June 22, 2005

[Director Name and Address]

SUBJECT: Nonqualified Deferred Compensation Plan Changes

Dear [Director]:

We are making significant changes to Plum Creek’s Nonqualified Compensation and Deferral Plans to meet the requirements of the American Jobs Creation Act of 2004.

As approved at the meeting of the Compensation Committee on May 9, 2005 the following changes are being made:

• The grant of a one-time election to have your deferred director compensation (cash and/or stock) paid out during 2005.

• The amendment of the Plum Creek Directors Stock Ownership and Deferral Plan to eliminate provisions in the plan relating to deferral of stock, which will be governed going forward by the new deferred compensation plan described below.

• The termination of the PC Advisory Corp I Deferred Compensation Plan for Directors (the "Old Deferral Plan").

• The creation of a new Plum Creek Timber Company, Inc. Deferred Compensation Plan ("New Deferral Plan") for all past (to the extent not paid out) and future deferred compensation covering officers, directors and other participating employees. We will have one trust at Vanguard for all deferred compensation. Going forward, dividends paid on deferred stock (including stock deferred by Directors) will be paid in cash and invested in whatever Vanguard funds the participant elects.

You are currently a participant in the Old Deferral Plan. Please review the enclosed material and elect whether you would like to receive a payout of your Deferred Director Compensation Account Balance or continue to defer amounts in that account under the New Deferral Plan.

Action to be taken by July 18^th

• Complete the Election Form for Payout or Continued Deferral Form.

• Return Forms to: Ms. Christine Wiltz
                            Plum Creek Timber Company, Inc.
                            999 Third Ave. Suite 4300
                            Seattle, WA 98104

Attachments

• Your Account Balance by Fund as of June 15, 2005.

• Deferred Compensation Election Form for Payout or Continued Deferral.

• Plum Creek Timber Company, Inc. Deferral Plan.

If you elect a Payout of your Vanguard Mutual Funds Account Balance:

• You will receive a check for your account balance.

If you elect to continue to Defer under the New Deferral Plan:

• You can maintain deferral of the account balance subject to the terms of the New Deferral Plan.

Timing of Payout

The payout is scheduled for late July or August.

Please call Jose Quintana at 206-467-3694 or Paul Stamnes at 206-467-3678 or me at 206-467-3604 if you have any questions.

Sincerely,



James A. Kraft
Senior Vice President, General Counsel and Secretary

Deferred Compensation Election Form for Payout or Continued
Deferral Form

Payout Option:

|_| I elect payout of my Vanguard Mutual Fund account balance in the PC Advisory Corp I Deferred Compensation Plan for Directors

Continued Deferral Option:

|_| I elect to continue deferring my account balance under the new Plum Creek Timber Company, Inc. Deferral Plan.

Signature:____________________________ SSN:_______________
Date:________________

Return this form by July 18, 2005 to:
Chris Wiltz; Plum Creek; 999 Third Ave. Suite 4300; Seattle, WA 98104 or fax (206) 467-3747

Seattle, Washington
June 22, 2005

[Director Name and Address]

SUBJECT: Nonqualified Deferred Compensation Plan Changes

Dear [Director Name]:

We are making significant changes to Plum Creek’s nonqualified compensation and deferral plans to meet the requirements of the American Jobs Creation Act of 2004.

As approved at the meeting of the Compensation Committee on May 9, 2005, the following changes are being made:

• The grant of a one-time election to have some or all deferred director compensation (cash and/or stock) paid out during 2005.

• The amendment of the Plum Creek Director Stock Ownership and Deferral Plan (the "Old Deferral Plan") to eliminate provisions in the plan relating to deferral of stock, which will be governed going forward by the new deferred compensation plan described below.

• The termination of the PC Advisory Corp I Deferred Compensation Plan for Directors.

• The creation of a new Plum Creek Timber Company, Inc. Deferred Compensation Plan ("New Deferral Plan") for all past (to the extent not paid out) and future deferred compensation covering officers, directors and other participating employees. We will have one trust at Vanguard for all deferred compensation. Going forward, dividends paid on deferred stock (including stock deferred by Directors) will be paid in cash and invested in whatever Vanguard funds the participant elects.

You are currently a participant in the Old Deferral Plan. Please review the enclosed material and elect whether you would like to receive a payout of all or a portion of your Deferred Director Compensation Account Balance or continue to defer amounts in that account under the New Deferral Plan.

Action to be taken by July 18^th

• Complete the Election Form for Payout or Continued Deferral Form.

• Return Forms to: Ms. Christine Wiltz
                            Plum Creek Timber Company, Inc.
                            999 Third Ave. Suite 4300
                            Seattle, WA 98104

Attachments

• Your Account Statement as of June 3, 2005

• Election Form for Payout or Continued Deferral

• Plum Creek Timber Company, Inc. Deferral Plan

If you elect a Payout of your Account Balance

• You will receive shares of Plum Creek Timber Company, Inc. common stock in the form of a stock certificate that will be mailed to your home address. Any fractional shares will be paid in cash.

If you elect to Defer your Account Balance

• Your shares of Plum Creek common stock will be rolled over to the Plum Creek Stock Fund in the New Deferral Plan.

Any dividends paid on the deferred shares of stock will be deposited based on your current choice of Vanguard Investment options (except that dividends will not be invested in additional shares of Plum Creek common stock and placed in the Plum Creek Stock Fund). Please complete the enclosed Enrollment/Change Form to elect a Vanguard Investment Option.

• Any fractional shares will be converted to cash and will be deposited based on your current choice of Vanguard Investment options.

Timing of Payout

• The payout is scheduled for late July or August.

Please call Jose Quintana at 206-467-3694 or me at 206-467-3604 if you have any questions.

Sincerely,



James Kraft
Senior Vice President, General Counsel and Secretary

Election Form for Payout or Continued Deferral Form

|_| I elect payout of Plum Creek Timber Company, Inc. stock:

Fractional shares, if any, will be paid out in cash.

A Stock Certificate for the whole shares of Plum Creek Timber Company, Inc. will be mailed to you.

|_| I elect to defer the Plum Creek Timber Company, Inc. stock:

Whole shares will be rolled over to the new Plum Creek Timber Company, Inc. Deferral Plan and put into the Plum Creek Stock Fund.

• Any dividends paid on the deferred shares of stock will be deposited based on your current choice of Vanguard Investment mix, except that dividends will not be deposited to the Plum Creek Stock Fund.

Fractional shares, if any, will be converted to cash and put into a Vanguard Mutual Fund account in the Deferral Plan.

Signature:____________________________ SSN:       Date: ___________

Return this form by July 18, 2005 to:
Chris Wiltz; Plum Creek; 999 Third Ave. Suite 4300; Seattle, WA. 98104 or fax (206) 467-374

EX-10

Exhibit 10.4

Seattle, Washington
June 15, 2005

TO: [Name of Participant]

FROM: Chris Wiltz

SUBJECT: Nonqualified Deferred Compensation Plans

Last year we told you about the new tax law — The American Jobs Creation Act of 2004 — that changed the tax rules for nonqualified deferred compensation, effective January 1, 2005. Since, the new law imposed sweeping changes to the rules for nonqualified deferred compensation plans, the IRS granted companies a full year to review their plans and comply with the new rules. Additionally, due to the severity of the new penalties associated with non-compliance, the IRS opened a window of opportunity for participants to withdraw their deferrals without penalty.

[Participant Plan Account Information]

Highlights of the Changes due to the new law

Following are a few highlights of the new law which apply to the Deferred Compensation Programs at Plum Creek:

Deferral Elections have less flexibility

• Elections to defer compensation for performance-based compensation must be made no later than 6 months before the end of the performance period.

• Deferral elections for the 2005 Incentive (bonus), which may be paid in first quarter of 2006, would need to be made by June 30, 2005.

• Dividend Equivalent Right (DER) payouts may not be deferred.

• Value Management Award (VMA) payout deferral elections would need to be made by June 30th of the year prior to payment. Please note that there are no VMA payouts during 2006.

Payout Elections are more stringent

• Participants must wait a minimum of six months after termination before receiving a payment.

• Payout elections must be made at time of deferral election.

• Changes to a distribution election may not accelerate a previously scheduled payment and the payout must be deferred for a period of not less than 5 years from the date such payout would otherwise have been made.

Non-compliance with the new rules by the Company or Participant

• In the event of an administrative error or any incident of non-compliance, all of the participant's deferred compensation becomes immediately taxable and a 20% penalty is applied.

One-Time Opportunity for Participants

• The IRS has opened a window of opportunity for participants who wish to withdraw their prior deferrals without penalty.

• If you are currently a participant in one of the nonqualified deferred compensation plans you have an opportunity to have prior deferred amounts paid out in 2005.

Plan Changes approved by the Compensation Committee

In coordination with the changes to deferred compensation that were imposed by the new tax law, Plum Creek took this opportunity to streamline the Plans.

The Compensation Committee of the Board of Directors approved the termination of the Plum Creek Timber Company, Inc. Executive and Key Employee Salary and Incentive Compensation Deferral Plan (the ‘Old Deferral Plan’), and the adoption of the new Plum Creek Timber Company, Inc. Deferral Plan (the ‘New Deferral Plan’).

• Effective January 1, 2006, only employees in Grade 42 and above will be eligible to participate in the New Deferral Plan for future compensation deferral of base salary, annual incentives (bonus) and VMAs.

• Employees under Grade 42 who have previously deferred compensation under the Old Deferral Plan may choose to continue such previously made deferrals under the terms of the New Deferral Plan. However, such employees are not eligible to defer future compensation under the New Deferral Plan.

Plum Creek Key Employee Long-Term Incentive Plan and Plum Creek Long-Term Incentive Plan will be terminated.

• Participants may elect to take some, or all, of their Plum Creek Timber Company, Inc. stock.

• Participants may elect to further defer their stock by having it transferred to the New Deferral Plan. Dividends earned on the stock transferred to the New Deferral Plan will be invested in Vanguard mutual funds - the dividends will not be reinvested in Plum Creek stock.

Plum Creek Timber Company, Inc. shares

A reminder — If you elect to receive any shares of common stock of Plum Creek Timber Company, Inc. and you are considering selling the shares of Plum Creek common stock you must pre-clear your transaction at least two business days ahead of time with either Jose Quintana at 206-467-3694 or Jim Kraft at 206-467-3604. This requirement is designed to ensure that you do not inadvertently violate the securities laws. A copy of the securities trading policy is available online at the Employee Resource Center (ERC). Sign in to the Plum Creek Portal to access the ERC. On the Home page – under the HR Central box select ‘Policies — Salary’. Under the Policies – Salary list select ‘Insider Trading’. Or, you can get a copy of the policy from Jose or Jim.

Should you have any questions, please call Jose Quintana (206) 467-3694, Paul Stamnes (206) 467-3678 or me (206) 467-3646.

Seattle, Washington
June 15, 2005

TO: [Name of Participant]

FROM: Chris Wiltz

SUBJECT: Changes to the KTIP or LTIP Plans

As you know, we are making significant changes to Plum Creek’s Deferred Compensation Plans based on The American Jobs Creation Act of 2004. The new law requires you to make important and immediate decisions regarding your deferred compensation.

This memo provides information and deadlines regarding the following:

• A one-time opportunity to receive your Plum Creek Key Employee Long-Term Incentive Plan (the ‘KTIP’) or Plum Creek Long-Term Incentive Plan (the ‘LTIP’) account balance, or

• The ability to continue to defer the KTIP or LTIP account balance in the new Plum Creek Timber Company, Inc. Deferral Plan (the `New Deferral Plan').

Decisions regarding your existing deferred KTIP or LTIP balance must be made and submitted to me in Seattle by July 18, 2005. If you do not return an election form, then your current deferred account balance will be rolled into and governed by the New Deferral Plan.

As is the case for any important financial decisions, we suggest you consult with your financial advisor before you submit your election forms. Please read the attached materials and call Jose Quintana at 206-467-3694 or Paul Stamnes at 206-467-3678 or me at 206-467-3646 if you have any questions.

Action to be taken by All Participants by July 18th

• Please review the enclosed material.

• Complete the KTIP/LTIP Election Form for Payout or Continued Deferral Form to either:

o Receive all or a portion of your deferred account balance, or

o Maintain deferral of all or a portion of the account balance subject to the terms of the New Deferral Plan. Participants who elect to continue to defer their account balance must complete a new Distribution Election Form and Beneficiary Designation Form. Only one Distribution Election Form and Beneficiary Designation Form needs to be completed for deferrals under the New Deferral Plan.

• Return Forms:

By mail to:	Ms. Christine Wiltz
	Plum Creek Timber Company, Inc.
	999 Third Ave. Suite 4300
	Seattle, WA 98104
Or, by fax:	(206) 467-3747

Attachments

• Your Account Statement as of June 3, 2005

• KTIP/LTIP Election Form for Payout or Continued Deferral

• Distribution Election Form and Beneficiary Designation Form are to be completed only if you continue to defer

• Plum Creek Timber Company, Inc. Deferral Plan

Changes that are being made to the KTIP/LTIP Plans:

Following is an overview of the changes that are being made to the KTIP and LTIP Plans.

• The KTIP and LTIP plans will be terminated.

• The IRS has opened a window of opportunity for participants to withdraw their prior deferrals without penalty. Participants may elect to have some, or all, of their Plum Creek Timber Company, Inc. stock paid out in 2005.

• Reminder - - all distributions are subject to applicable withholding taxes.

• Participants may elect to further defer their stock by having it transferred to the New Deferral Plan. Dividends earned on the stock transferred to the New Deferral Plan will be invested in Vanguard mutual funds - the dividends will not be reinvested in Plum Creek stock.

Reasons why a participant may elect to receive a payout of all or a portion of their account balance:

• Tax Treatment

Dividends paid to Plum Creek shareholders are currently taxed at the capital gains rate of 15%. Dividends paid on shares held in a deferred compensation plan are not taxed until the dividends are distributed to the participant. However, upon distribution, the dividends are taxed at ordinary income rates.

• Payout Elections are more stringent

Participants must wait a minimum of six months after termination before receiving a payment.

Payout elections must be made at time of deferral election.

Changes to a distribution election may not accelerate a previously scheduled payment and the payout must be deferred for a period of not less than 5 years from the date such payout would otherwise have been made.

• Non-compliance with the new rules by the Company or Participant

In the event of an administrative error or any incident of non-compliance, all of the participant’s deferred compensation becomes immediately taxable and a 20% penalty is applied.

• One-Time Opportunity for Participants

Because of these new and onerous requirements, the IRS has opened a window of transition relief for participants who wish to withdraw their prior deferrals without the 20% penalty. Reminder – all distributions are subject to applicable withholding taxes.

Next Steps:

You may elect to receive your entire stock account balance, or a portion thereof.

If you elect a Payout of 100% of your Account Balance:

• You will receive shares of Plum Creek Timber Company, Inc. common stock, less required withholding, in the form of a stock certificate that will be mailed to your home address. Any fractional shares will be applied to your withholding taxes.

• The applicable withholding taxes will be withheld from your stock payout:

o 25% Federal, or 35% Federal if your supplemental income paid during 2005 has reached $1 million, and

o State withholding taxes where applicable.

Additional taxes may be owed upon the filing of your tax return due to your individual tax bracket.

If you elect a Payout of less than 100% of your Account Balance:

• You will receive shares of Plum Creek Timber Company, Inc. common stock, less required withholding, in the form of a stock certificate that will be mailed to your home address. Any fractional share will be applied to your withholding taxes.

• The applicable withholding taxes will be withheld from your stock payout:

o 25% Federal, or 35% Federal if your supplemental income paid during 2005 has reached $1 million, and

o State withholding taxes where applicable.

Additional taxes may be owed upon the filing of your tax return due to your individual tax bracket.

• Any shares of Plum Creek common stock for which you do not make a payout election will be rolled into the New Deferral Plan, the terms of which will govern the continued deferral of such shares of stock. Shares of Plum Creek stock deferred under the New Deferral Plan will remain deferred until you leave the Company, and any dividends paid on the deferred shares will be deposited based on your current choice of Vanguard Investment options (except that dividends will not be invested in additional shares of Plum Creek common stock and placed in the Plum Creek Stock Fund).

If you elect to Defer 100% of your Account Balance:

• Your shares of Plum Creek common stock will be rolled over to the New Deferral Plan.

• The stock will remain deferred until you leave the Company.

• Any dividends paid on the deferred shares of stock will be deposited based on your current choice of Vanguard Investment options (except that dividends will not be invested in additional shares of Plum Creek common stock and placed in the Plum Creek Stock Fund).

• Any fractional shares will be converted to cash and will be deposited based on your current choice of Vanguard Investment options.

• If you are a participant in the New Deferral Plan, then your cash will be deposited according to your Investment options on file.

• If you are a new participant to the Deferral Plan, then please complete the enclosed Enrollment/Change Form.

Participants who are in both the KTIP or LTIP Plan AND the Plum Creek Stock Fund at Vanguard

If you are in both the KTIP or LTIP Plan AND the Plum Creek Stock Fund at Vanguard, then you must first take a 100% payout of your Plum Creek shares in the KTIP or LTIP Plan before you may take payout of your Plum Creek shares at Vanguard.

Stock Ownership Guidelines

As a reminder, General Managers and above must comply with the Company’s Stock Ownership Guidelines. The guidelines are as follows:

President & CEO	5 times base salary
Executive V.P.s	3 times base salary
Sr. V.P.s	2 times base salary
V.P.s & G.M.s	1 time base salary

If you elect to take advantage of this one-time payout opportunity you may fall below the guidelines requirements because shares may be sold to fund necessary tax withholding. In that case, you will be required to take up to 50% of your future VMA and DER payouts, if any, in stock until you are back in compliance with the stock ownership guidelines.

Plum Creek Timber Company, Inc. shares

A reminder — If you elect to receive any shares of common stock of Plum Creek Timber Company, Inc. and you are considering selling the shares of Plum Creek common stock you must pre-clear your transaction at least two business days ahead of time with either Jose Quintana at 206-467-3694 or Jim Kraft at 206-467-3604. This requirement is designed to ensure that you do not inadvertently violate the securities laws. A copy of the securities trading policy is available online at the Employee Resource Center (ERC). Sign in to the Plum Creek Portal to access the ERC. On the Home page – under the HR Central box select ‘Policies — Salary’. Under the Policies – Salary list select ‘Insider Trading’. Or, you can get a copy of the policy from Jose or Jim.

Timing of Payout

The payout is scheduled for late July or August.

KTIP/LTIP Election Form for Payout or Continued Deferral

[  ] I elect the following Payout of Plum Creek Timber Company, Inc. stock:

      ________% Plum Creek Timber Company, Inc. stock paid out(1%
      to 100%)

      Taxes
        The applicable withholding taxes will be withheld from your stock payout:

      Stock Certificate
        You will receive your whole shares of Plum Creek Timber Company, Inc. in the form of a stock
        certificate mailed to your home address.

      If you elect a Payout of less than 100% of your Account Balance
        Whole shares will be rolled over to the new Plum Creek Timber Company, Inc. Executive Deferral Plan
        and put into the Plum Creek Stock Fund.

• The stock will remain deferred until your termination with the Company.

• Any dividends paid on the deferred shares of stock will be deposited based on your current choice of Vanguard Investment mix, except that dividends will not be deposited to the Plum Creek Stock Fund.

Fractional shares,if any, will be applied to your withholding taxes.

[  ] I elect to Defer 100% of the Plum Creek Timber Company, Inc. stock.

      Whole shares will be rolled over to the new Plum Creek Timber Company, Inc. Executive Deferral Plan and
      put into the Plum Creek Stock Fund.

• The stock will remain deferred until your termination with the Company.

• Any dividends paid on the deferred shares of stock will be deposited based on your current choice of Vanguard Investment mix, except that dividends will not be deposited to the Plum Creek Stock Fund.

Fractional shares, if any, will be converted to cash and put into a Vanguard Mutual Fund account in the Deferral Plan.

I hereby acknowledge that I have read the materials accompanying this election form and understand and agree that by declining to receive previously deferred compensation under the one-time payout option that: (1) such previously deferred compensation will continue to be deferred; (2) the terms of such continued deferral will be governed by the elections made herein, the current federal tax law and the provisions of the new Plum Creek Timber Company, Inc. Deferral Plan (a copy of which was enclosed herewith); (3) to the extent that any such continued deferred compensation consists of shares of Plum Creek common stock, then, notwithstanding the terms of any plan or award agreement pursuant to which such stock was issued or granted, any dividends or other earnings on such shares shall not accrue in my deferred account in the form of additional shares of common stock, but shall instead accrue in the form of cash to be invested pursuant to this election.

Signature:____________________________        SSN: ___________        Date: ___________
                          

Return this form by July 18, 2005 to:
               Chris Wiltz; Plum Creek; 999 Third Ave. Suite 4300; Seattle, WA. 98104 or fax (206) 467-3747

Seattle, Washington
June 15, 2005

TO: [Name of Participant]

FROM: Chris Wiltz

SUBJECT: Changes to the Plum Creek Executive and Key Employee Salary and Incentive Compensation Deferral Plan

As you know, we are making significant changes to Plum Creek’s Deferred Compensation Plans based on The American Jobs Creation Act of 2004. The new law requires you to make important and immediate decisions regarding your deferred compensation.

This memo provides information and deadlines regarding the following:

• A one-time opportunity to receive your account balance in the Plum Creek Executive and Key Employee Salary and Incentive Compensation Deferral Plan (the `Old Deferral Plan') at Vanguard, or

• The ability to continue to defer your existing account balance in the new Plum Creek Timber Company, Inc. Deferral Plan (the `New Deferral Plan').

Decisions regarding your existing deferred account balance must be made and submitted to me in Seattle by July 18, 2005. If you do not return an election form, then your current deferred account balance will be rolled into and governed by the New Deferral Plan.

As is the case for any important financial decisions, we suggest you consult with your financial advisor before you submit your election forms. Please read the attached materials and call Jose Quintana at 206-467-3694 or Paul Stamnes at 206-467-3678 or me at 206-467-3646 if you have any questions.

Action to be taken by All Participants by July 18th

• Please review the enclosed material.

• Complete the Deferred Compensation Election Form for Payout or Continued Deferral Form to either:

o Receive all or a portion of your deferred account balance, or

o Maintain deferral of all or a portion of the account balance subject to the terms of the New Deferral Plan. Participants who elect to continue to defer their account balance must complete a new Distribution Election Form and Beneficiary Designation Form. Only one Distribution Election Form and Beneficiary Designation Form needs to be completed for deferrals under the New Deferral Plan.

• Return Forms:

By mail to:	Ms. Christine Wiltz
	Plum Creek Timber Company, Inc.
	999 Third Ave. Suite 4300
	Seattle, WA 98104
Or, by fax:	(206) 467-3747

Attachments

• Your Account Balance by Fund as of June 15, 2005

• Deferred Compensation Election Form for Payout or Continued Deferral

• Distribution Election Form and Beneficiary Designation Form are to be completed only if you continue to defer

• Plum Creek Timber Company, Inc. Deferral Plan

Plan Changes approved by the Compensation Committee

The Compensation Committee of the Board of Directors approved the termination of the Plum Creek Timber Company, Inc. Executive and Key Employee Salary and Incentive Compensation Deferral Plan (the ‘Old Deferral Plan’), and the adoption of the new Plum Creek Timber Company, Inc. Deferral Plan (the ‘New Deferral Plan’).

Reasons why a participant may elect to receive a payout of all or a portion of their account balance:

• Tax Treatment

Dividends paid to Plum Creek shareholders are currently taxed at the capital gains rate of 15%. Dividends paid on shares held in a deferred compensation plan are not taxed until the dividends are distributed to the participant. However, upon distribution, the dividends are taxed at ordinary income rates.

• Payout Elections are more stringent

Participants must wait a minimum of six months after termination before receiving a payment.

Payout elections must be made at time of deferral election.

Changes to a distribution election may not accelerate a previously scheduled payment and the payout must be deferred for a period of not less than 5 years from the date such payout would otherwise have been made.

• Non-compliance with the new rules by the Company or Participant

In the event of an administrative error or any incident of non-compliance, all of the participant’s deferred compensation becomes immediately taxable and a 20% penalty is applied.

• One-Time Opportunity for Participants

Because of these new and onerous requirements, the IRS has opened a window of transition relief for participants who wish to withdraw their prior deferrals without the 20% penalty. Reminder – all distributions are subject to applicable withholding taxes.

Next Steps:

You may elect to receive all of your account balance, or a portion thereof on the enclosed Deferred Compensation Election Form for Payout or Continued Deferral.

If you elect a Payout of your Account Balance in the Plum Creek Stock Fund:

• You may elect your entire Plum Creek Stock Account balance, or a portion thereof. Stock payouts can only be in whole shares. If you elect a payout percent that results in fractional shares, the payout will be rounded down to a whole share.

• Any shares of Plum Creek common stock for which you do not make a payout election will be deferred under the New Deferral Plan, the terms of which will govern the continued deferral of such shares of stock. Shares of Plum Creek stock deferred under the New Deferral Plan will remain deferred until you leave the Company, and any dividends paid on the deferred shares will be deposited based on your current choice of Vanguard Investment options (except that dividends will not be invested in additional shares of Plum Creek common stock and placed in the Plum Creek Stock Fund).

• The applicable taxes will be withheld first from the account balances in the Vanguard Mutual Funds (excluding the Plum Creek Stock Fund). If necessary Vanguard will sell the appropriate number of Plum Creek shares from your Plum Creek Stock Fund to cover your taxes.

• Applicable withholding taxes are:

o 25% Federal, or 35% Federal if your supplemental income paid during 2005 has reached $1 million, and

o State withholding taxes where applicable.

Additional taxes may be owed due to your individual tax bracket.

• You will receive your whole shares of Plum Creek Timber Company, Inc. in the form of a stock certificate mailed to your home address.

If you elect a Payout of your Account Balance in the Vanguard Mutual Funds (excluding the Plum Creek Stock Fund):

• The applicable taxes will be withheld from the account balances in the Vanguard Mutual Funds (excluding the Plum Creek Stock Fund).

• Applicable withholding taxes are:

o 25% Federal, or 35% Federal if your supplemental income paid during 2005 has reached $1 million, and

o State withholding taxes where applicable.

Additional taxes may be owed upon the filing of your tax return due to your individual tax bracket.

• You will receive a check for your account balance, less applicable withholding taxes.

If you elect to continue to Defer under the New Deferral Plan:

• You can maintain deferral of all or a portion of the account balance subject to the terms of the New Deferral Plan. Participants who elect to continue to defer their account balance must complete a new Distribution Election Form and Beneficiary Designation Form.

Participants who are in both the KTIP or LTIP Plan AND the Plum Creek Stock Fund at Vanguard

If you are in both the KTIP or LTIP Plan AND the Plum Creek Stock Fund at Vanguard, then you must first take a 100% payout of your Plum Creek shares in the KTIP or LTIP Plan before you may take payout of your Plum Creek shares at Vanguard.

Plum Creek Timber Company, Inc. shares

A reminder — If you elect to receive any shares of common stock of Plum Creek Timber Company, Inc. and you are considering selling the shares of Plum Creek common stock you must pre-clear your transaction at least two business days ahead of time with either Jose Quintana at 206-467-3694 or Jim Kraft at 206-467-3604. This requirement is designed to ensure that you do not inadvertently violate the securities laws. A copy of the securities trading policy is available online at the Employee Resource Center (ERC). Sign in to the Plum Creek Portal to access the ERC. On the Home page – under the HR Central box select ‘Policies — Salary’. Under the Policies – Salary list select ‘Insider Trading’. Or, you can get a copy of the policy from Jose or Jim.

Stock Ownership Guidelines

As a reminder, General Managers and above must comply with the Company’s Stock Ownership Guidelines. The guidelines are as follows:

President & CEO	5 times base salary
Executive V.P.s	3 times base salary
Sr. V.P.s	2 times base salary
V.P.s & G.M.s	1 time base salary

If you elect to take advantage of this one-time payout opportunity you may fall below the guidelines requirements because shares may be sold to fund necessary tax withholding. In that case, you will be required to take up to 50% of your future VMA and DER payouts, if any, in stock until you are back in compliance with the stock ownership guidelines.

Timing of Payout

The payout is scheduled for late July or August.

Deferred Compensation Election Form for Payout or Continued Deferral

Payout Option for Participants in the Plum Creek Timber Company, Inc. Executive and Key Employee Salary and Incentive Compensation Deferral Plan:

Plum Creek Stock Fund at Vanguard

[  ] I elect ________% (0% to 100%) payout of my account balance in the Plum Creek Stock Fund. The payout will be rounded to whole shares.

Any shares of Plum Creek common stock for which you do not make a payout election will be deferred under the new Plum Creek Timber Company, Inc. Deferral Plan (the ‘New Deferral Plan), the terms of which will govern the continued deferral of such shares of stock. Shares of Plum Creek stock deferred under the New Deferral Plan will remain deferred until you leave the Company, and any dividends paid on the deferred shares will be deposited based on your current choice of Vanguard Investment options (except that dividends will not be invested in additional shares of Plum Creek common stock and placed in the Plum Creek Stock Fund).

Taxes: The applicable taxes will be withheld first from the account balances in the Vanguard Mutual Funds (excluding the Plum Creek Stock Fund). If necessary Vanguard will sell the appropriate number of Plum Creek shares from your Plum Creek Stock Fund to cover your taxes.

Stock Certificate: You will receive your whole shares of Plum Creek Timber Company, Inc. in the form of a stock certificate mailed to your home address.

Vanguard Mutual Funds (excluding the Plum Creek Stock Fund)

[  ] I elect Payout ________% (0% to 100%) of my account balance in the Vanguard Mutual Funds.

Any account balance for which you do not make a payout election will be deferred under the new Plum Creek Timber Company, Inc. Executive Deferral Plan, the terms of which will govern the continued deferral.

Taxes: The applicable taxes will be withheld from the account balances in the Vanguard Mutual Funds (excluding the Plum Creek Stock Fund).

Continued Deferral Option:

[  ] I elect to continue deferring 100% of my account balance under the new Plum Creek Timber Company, Inc. Executive Deferral Plan.

I hereby acknowledge that I have read the materials accompanying this election form and understand and agree that by declining to receive previously deferred compensation under the one-time payout option that: (1) such previously deferred compensation will continue to be deferred; (2) the terms of such continued deferral will be governed by the elections made herein, the current federal tax law and the provisions of the new Plum Creek Timber Company, Inc. Deferral Plan (a copy of which was enclosed herewith); (3) to the extent that any such continued deferred compensation consists of shares of Plum Creek common stock, then, notwithstanding the terms of any plan or award agreement pursuant to which such stock was issued or granted, any dividends or other earnings on such shares shall not accrue in my deferred account in the form of additional shares of common stock, but shall instead accrue in the form of cash to be invested pursuant to this election.

Signature:____________________________        SSN: ___________        Date: ___________
                          

Return this form by July 18, 2005 to:
               Chris Wiltz; Plum Creek; 999 Third Ave. Suite 4300; Seattle, WA. 98104 or fax (206) 467-3747

Seattle, Washington
June 15, 2005

TO: [Plan Participant]

FROM: Chris Wiltz

SUBJECT: Compensation Deferral Election for Incentive and Base

You have the opportunity to defer compensation by participating in the new Plum Creek Timber Company, Inc. Deferral Plan (the “New Deferral Plan”).

Under the provisions of the New Deferral Plan you may elect to defer all, or a portion, of your compensation, which may include:

• 2005 Incentive Compensation (bonus) payable in February 2006,

• 2006 Base Salary

The New Deferral Plan provides you with the opportunity for tax deferral. Federal income tax (and state income tax, as applicable) is deferred until you receive a distribution of your deferred income, which will occur only after you leave the Company. Any amounts deferred under the New Deferral Plan will be taxed as ordinary income at the time such deferred amounts are distributed to you.

Action to be taken by June 30, 2005 if you elect to defer Incentive Compensation:

• Complete the Enrollment/Change Form, Distribution Election Form and Beneficiary Designation Form.

• Return Forms:

By mail to:	Ms. Christine Wiltz
	Plum Creek Timber Company, Inc.
	999 Third Ave. Suite 4300
	Seattle, WA 98104
Or, by fax:	(206) 467-3747

Action to be taken by December 31, 2005 if you elect to defer Base Compensation:

• Complete the Enrollment/Change Form, Distribution Election Form and Beneficiary Designation Form.

• Return Forms:

By mail to:	Ms. Christine Wiltz
	Plum Creek Timber Company, Inc.
	999 Third Ave. Suite 4300
	Seattle, WA 98104
Or, by fax:	(206) 467-3747

Investment Rate(s) of Return

The New Deferral Plan is an unfunded plan. This means that the New Deferral Plan assets, if any, are subject to the claims of creditors in the event of Plum Creek’s insolvency or bankruptcy. Plum Creek is not required to place or set aside assets in a trust to fund future distribution payments of previously deferred amounts of income (cash or stock). However, since the Old Deferral Plan’s inception, the Company has chosen to fund the trust account. Keep in mind, however, that the past practice of funding is not a guarantee of future funding. In the event that the Company chooses to discontinue funding the trust account, deferrals under the New Deferral Plan would be unfunded obligations of the Company.

Plum Creek directs Vanguard (the New Deferral Plan Administrator) to invest the cash funds as requested by the participants. Participants are currently offered the opportunity to earn investment rate(s) of return that are offered to participants in the Plum Creek Thrift and Profit Sharing Plan. Please note that the investment rate(s) of return are subject to various risks, and Plum Creek in no way guarantees the performance of any investment choices made by a participant. You can find the investment objective, investment strategy and performance of all the funds offered in the New Deferral Plan by contacting Vanguard toll free at (800) 523-1188 or through the Vanguard website at www.vanguard.com for a fund prospectus.

Investment Changes

You may change the investment mix of your account (excluding Plum Creek stock) by calling Vanguard toll free at (800) 523-1188 or through the Vanguard website at www.vanguard.com.

Plum Creek does not allow any trades into, or out of, the Plum Creek stock account. Once shares of stock are deferred and deposited into the account, those shares will remain there until the participant terminates employment with Plum Creek.

Distribution Elections

If you elect to participate in the Plan, please complete a Distribution Election Form. Only one Distribution Election Form and Beneficiary Designation Form needs to be completed for deferrals under the New Deferral Plan. Distribution Elections are as follows:

Lump Sum	One Lump Sum Payment.
	January 1st - June 30th terminations will receive a lump sum payment in January of the year following termination valued on the last trade date in December.
	July 1st - December 31st terminations will receive a lump sum payment in July of the year following termination valued on the last trade date in June.
5 year	Payment is made annually for five years.
	January 1st - June 30th terminations will begin to receive a payment in January of the year following termination valued on the last trade date in December. Annual payments will be paid in January.
	July 1st - December 31st terminations will receive a payment in July of the year following termination valued on the last trade date in June. Annual payments will be paid in July.
10 year	Payment is made annually for ten years.
	January 1st - June 30th terminations will begin to receive a payment in January of the year following termination valued on the last trade date in December. Annual payments will be paid in January.
	July 1st - December 31st terminations will receive a payment in July of the year following termination valued on the last trade date in June. Annual payments will be paid in July.

Change in Time or Form of Distribution. A Participant may at any time before Separation from Service and at least 12 months before an otherwise scheduled distribution date modify a previous distribution election, provided that the modification does not accelerate a previously scheduled payment and the first payment with respect to which such modification is made is deferred for a period of not less than 5 years from the date such payment would otherwise have been made. In addition, the modification must comply with the New Deferral Plan and all current applicable laws and rules for deferred compensation.

Beneficiary Designation

Please complete the “Beneficiary Designation” Form. Only one Distribution Election Form and Beneficiary Designation Form needs to be completed for deferrals under the New Deferral Plan.

Plum Creek Thrift and Profit Sharing Plan

It is recommended that you maximize your employee contributions through the Plum Creek Thrift and Profit Sharing Plan (the “Profit Sharing Plan”) before you elect to defer base and incentive compensation to the New Deferral Plan.

If you elect to participate in the New Deferral Plan, the amount of base and incentive compensation you defer may reduce your “eligible compensation” for contributions to the Profit Sharing Plan.

        For example, using the following assumptions:

- A monthly base salary of $6,000.

- A deferral of $2,000 per month to the New Deferral Plan.

- A 6% employee contribution election to the Profit Sharing Plan

Your contribution to the Profit Sharing Plan would be:

$240 per month [6 % * $4,000 ($6,000 less $2,000)]

In addition, base and incentive compensation deferrals to the New Deferral Plan are not eligible for a Company match.

[(For Non-Executive Officer Participants Only) If you elect to participate in the New Deferral Plan, the amount of base and incentive compensation deferred may reduce your earnings that are eligible to be included when determining your benefit from the Plum Creek Pension Plan.]

As is the case for any important financial decisions, we suggest you consult with your financial advisor before you submit your election forms. Please read the attached materials and call Jose Quintana at 206-467-3694 or Paul Stamnes at 206-467-3678 or me at 206-467-3646 if you have any questions.

Plum Creek Timber Company, Inc. Deferral Plan	Vista # 072338
	Enrollment/Change

Account Information

Social Security #:

Name(Last, First, MI):

Address:

City:

Date of birth:
(mm/dd/yyyy)

Date of hire:
(mm/dd/yyyy)

Payroll Directions   Payroll directions are made annually.

I authorize my employer to deduct the following amount from my salary and contribute that amount to my salary deferral account.

Base Salary Election for the year 2006.

[  ] $___________.00 per pay period deferred with the balance paid in cash.

[  ] No Base Salary deferral. I do not wish to participate in the Plum Creek Executive and Key Employee Salary & Incentive Compensation Deferral Plan.

Incentive Compensation Election paid in year 2006. An Incentive Compensation election must be received and accepted by Human Resources prior to June 30^th of the year prior to the end of the performance period.

[  ] $___________.00 Incentive Compensation deferred with the balance paid in cash.

[  ] No Incentive Compensation deferral. I do not wish to participate in the Plum Creek Executive and Key Employee Salary & Incentive Compensation Deferral Plan.

Authorization

________________________________	__________________
Signature of Employee	Date

For Office Use Only
__________________________________	______________________________	__________________________
Authorized Signature	Date Received	Effective Date