0000849213-04-000228 Sample Contracts

FORM OF AMENDMENT TO STOCK OPTION AND DIVIDEND EQUIVALENT AWARD AGREEMENT
Stock Option and Dividend Equivalent Award Agreement • August 31st, 2004 • Plum Creek Timber Co Inc • Real estate investment trusts • Washington

This AMENDMENT (“Amendment”) dated the date set forth in the Acceptance attached hereto amends certain provisions of that certain Stock Option and Dividend Equivalent Award Agreement dated as of _____, 200___ (the “Agreement”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and [Name of Director] (“Director”), a director of the Company. Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Plum Creek Timber Company, Inc. Amended and Restated Stock Incentive Plan (the “Plan”).

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Stock Option and Dividend Equivalent Award Agreement • August 31st, 2004 • Plum Creek Timber Co Inc • Real estate investment trusts • Washington

FORM OF AMENDED AND RESTATED STOCK OPTION AND DIVIDEND EQUIVALENT AWARD AGREEMENT This AMENDED AND RESTATED STOCK OPTION AND DIVIDEND EQUIVALENT AWARD AGREEMENT (“Agreement”) dated the date set forth in the Acceptance attached hereto amends and restates in its entirety that certain Stock Option and Dividend Equivalent Award Agreement dated as of February 2, 2004 (the “Grant Date”), between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and [Name of Director] (“Director”), a director of the Company. Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Plum Creek Timber Company, Inc. Amended and Restated Stock Incentive Plan (the “Plan”). To carry out the purposes of the Plan by affording Director the opportunity to purchase shares of common stock, par value $.01 per share, of the Company (“Stock”) and to receive certain other benefits under the Plan, and in consideration of the mutual agreements and other matters s

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