0001193125-11-047553 Sample Contracts

STOCK INCENTIVE PLAN 2011 AWARD AGREEMENT
Stock Incentive Plan Award Agreement • February 25th, 2011 • Plum Creek Timber Co Inc • Real estate investment trusts • Washington

AGREEMENT made as of the 7th day of February 2011, between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and the individual identified on the Award Agreement Acceptance attached hereto (the “Acceptance”), an employee of Plum Creek Timberlands, L.P., a subsidiary of the Company (“Employee”). In recognition of the important contributions that Employee makes to the success of the Company, and in consideration of the mutual agreements and other matters set forth herein and in the Plum Creek Timber Company, Inc. Amended and Restated Stock Incentive Plan, as the same may be amended from time to time (as amended, the “Plan”), which Plan is incorporated herein by reference as a part of this Agreement, the Company hereby grants to Employee under the Plan the following long-term incentive awards on the terms and conditions set forth below.

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PLUM CREEK STOCK INCENTIVE PLAN AWARD AGREEMENT
Stock Incentive Plan Award Agreement • February 25th, 2011 • Plum Creek Timber Co Inc • Real estate investment trusts • Washington

AGREEMENT made as of the 8th day of February 2011, between Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”), and [Name of Director], a member of the board of directors of the Company (“Director”). Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Amended and Restated Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (as amended, the “Plan”). To carry out the purposes of the Plan by affording Director the opportunity to acquire shares of common stock, par value $.01 per share, of the Company, and to receive certain other benefits under the Plan, and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Director hereby agree as follows:

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLUM CREEK TIMBERLANDS, L.P.
Agreement of Limited Partnership • February 25th, 2011 • Plum Creek Timber Co Inc • Real estate investment trusts

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of September 29, 2008 (this “Agreement”), is entered into by and between Plum Creek Timber I, L.L.C., as the General Partner, and Plum Creek Timber Company, Inc., as the initial Limited Partner, and amends and restates in its entirety the Agreement of Limited Partnership of Plum Creek Acquisition Partners, L.P. dated as of July 16, 1998, as amended by Amendment No. 1 to the Agreement of Limited Partnership of Plum Creek Acquisition Partners, L.P. dated as of July 1, 1999. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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