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): May 4, 2009

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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

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

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

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

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

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

Section 5. Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On May 4, 2009, the Compensation Committee of the Board of Directors of Plum Creek Timber Company, Inc. authorized an amendment to outstanding employee stock option awards granted under the company’s Amended and Restated Stock Incentive Plan. The amendment allows employee plan participants who are age 55 or older with 10 or more years of service to the company up to three years (or through the end of the term of the option, if earlier) from the date of such employee’s termination of service within which to exercise vested stock options. The previous exercise period for employees who terminated service other than because of death, total disability or normal retirement (age 65 or older) was thirty days from the date of termination. The amendment applies to all previously granted option awards made to company employees, including the company’s current named executive officers as listed in its 2009 definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2009.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On May 6, 2009, at the company’s annual meeting of stockholders, the company’s stockholders approved two amendments to the Plum Creek Timber Company, Inc. Restated Certificate of Incorporation (the “Certificate”). The first amendment eliminated a provision in Paragraph A of Article Fifth of the Certificate that required plurality voting in director elections. The second amendment increased the stock ownership limitation in Paragraph E of Article Fourth of the Certificate from 5% to 9.8% per holder by amending the definition of “Ownership Limit” in Article Eleventh of the Certificate. The second amendment also eliminated from the Certificate all references to the “Excluded Holder”, as previously defined in Article Eleventh of the Certificate. The named individuals comprising the definition of “Excluded Holder” had previously been exempted from the stock ownership limitations in Article Fourth of the Certificate.

The amendments to the Certificate became effective on May 6, 2009. For a copy of the actual Certificate of Amendment, please refer to Exhibit 3.1, which is incorporated herein by reference and filed as an exhibit to this current report on Form 8-K.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.
3.1	Certificate of Amendment to the Restated Certificate of Incorporation of Plum Creek Timber Company, Inc., effective May 6, 2009 (filed herewith).

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/    David W. Lambert
	David W. Lambert
	Senior Vice President and Chief Financial Officer

DATED: May 7, 2009

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.
3.1	Certificate of Amendment to the Restated Certificate of Incorporation of Plum Creek Timber Company, Inc., effective May 6, 2009 (filed herewith).

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

PLUM CREEK TIMBER COMPANY, INC.

Pursuant to Section 242 of the

Delaware General Corporation Law

Plum Creek Timber Company, Inc. (the “Corporation”), a Delaware corporation, does hereby certify as follows:

FIRST: Paragraph E.2 of Article FOURTH of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

2. Beneficial Owners Required to Provide Information.

(a) Annual Disclosure. Every Beneficial Owner of more than 3%, or such lower percentages as are then required pursuant to regulations under the Code, of the outstanding shares of any class or series of Equity Stock of the Corporation shall, within 30 days after January 1 of each year, provide to the Corporation a written statement or affidavit stating the name and address of such Beneficial Owner, the number of shares of Equity Stock Beneficially Owned by such Beneficial Owner and a description of how such shares are held. Each such Beneficial Owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Ownership Limit.

(b) Disclosure at the Request of the Corporation. Each Person who is a Beneficial Owner of shares of Equity Stock and each Person (including the stockholder of record) who is holding shares of Equity Stock for a Beneficial Owner shall provide to the Corporation a written statement or affidavit stating such information as the Corporation may request in order to determine the Corporation’s status as a REIT and to ensure compliance with the Ownership Limit.

SECOND: Paragraph A of Article FIFTH of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

A. Each director elected at each annual meeting of stockholders shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier

death, resignation or removal. The Board of Directors shall have the authority, upon the approval and at the direction of a majority of its members, to designate a Nominating Committee and one or more committees, each committee to consist of one or more of the directors of the Corporation as selected by a majority of the members of the Board of Directors. To the extent permitted by law and provided in the resolution authorizing such committee, any such committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article FOURTH of this Certificate, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation, including any Preferred Stock Designation applicable thereto.

During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article FOURTH of this Certificate of Incorporation, then upon commencement and for the duration of the period during which such right continues: (a) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions and (b) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to such director’s earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

THIRD: The definition of “Ownership Limit,” as set forth in Article ELEVENTH of the Corporation’s Restated Certificate of Incorporation, is hereby amended to read in its entirety as set forth below:

“Ownership Limit” shall mean (a) with respect to the Common Stock, 9.8% of the lesser of (1) the total number of shares of Common Stock outstanding, or (2) the value of the outstanding shares of Common Stock, or (b) with respect to Preferred Stock, 9.8% of the lesser of (1) the total number of shares of Preferred Stock

outstanding, or (2) the value of the outstanding shares of Preferred Stock (or such other number or value of Preferred Stock as the Board of Directors may determine in fixing the terms of the Preferred Stock).

FOURTH: Article ELEVENTH of the Corporation’s Restated Certificate of Incorporation is hereby amended to delete the definition of “Excluded Holder.”

FIFTH: The foregoing amendments were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed in its corporate name this 6th day of May, 2009.

PLUM CREEK TIMBER COMPANY, INC.
By:	/S/    JAMES A. KRAFT
	Name: James A. Kraft Title: Senior Vice President, General Counsel and Secretary