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

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