Plum Creek Timber DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Definitive Proxy Statement

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Soliciting Material Pursuant to §240.14a-12

PLUM CREEK TIMBER COMPANY, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Notice of

2012 Annual Meeting

of Stockholders

and Proxy Statement

PLUM CREEK TIMBER COMPANY, INC.

Dear Stockholder:

It is a pleasure to invite you to Plum Creek’s Annual Meeting of Stockholders on Tuesday, May 8, 2012, beginning at 2:00 p.m. local time, at the Washington Athletic Club in Seattle, Washington. Driving instructions to the Washington Athletic Club can be found at the back of this document.

Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, I urge you to vote your proxy as soon as possible. You can vote over the internet, by telephone, or by mailing back a proxy card. Voting in any of these ways will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these options. If you do attend the meeting in person, you will have the opportunity, if you desire, to change your vote at the meeting.

The agenda for the Annual Meeting includes:

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The election of ten (10) directors to serve until the 2013 Annual Meeting

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An advisory vote on executive compensation

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A vote to approve a new stock incentive plan

–

An advisory vote to ratify the appointment of Ernst & Young as Plum Creek’s independent auditors

The Board of Directors recommends that you vote“FOR”each of the director nominees,“FOR” the approval, on an advisory basis, of our executive compensation,“FOR” the new stock incentive plan, and“FOR”ratifying the appointment of Ernst & Young as Plum Creek’s independent auditors.

In addition to these specific matters, there will be a report on Plum Creek’s business after concluding the agenda for the meeting and you will have an opportunity to ask questions.

If you have any questions concerning the Annual Meeting or any of the proposals, please contact our Investor Relations Department at (800) 858-5347 (within the United States and Canada) or (206) 467-3600 (outside the United States and Canada, call collect).

I look forward to seeing you on May 8^th in Seattle.

Sincerely yours,

Rick R. Holley

President and Chief Executive Officer

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

PLUM CREEK TIMBER COMPANY, INC.

999 Third Avenue, Suite 4300

Seattle, Washington 98104-4096

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, MAY 8, 2012

NOTICE is hereby given of the Annual Meeting of Stockholders of Plum Creek Timber Company, Inc., a Delaware corporation (the “Company”).


MEETING DATE, TIME, AND LOCATION		The Annual Meeting of Stockholders will take place on Tuesday, May 8, 2012, at 2:00 p.m. local time, in the Noble Room at the Washington Athletic Club located at 1325 Sixth Avenue, Seattle, Washington. Please refer to the map and the driving instructions located at the back of this document for the location of the Washington Athletic Club.

MEETING AGENDA		The purposes of the Annual Meeting of Stockholders are:
		1. To elect ten (10) persons to serve on the Company’s Board of Directors for one-year terms expiring at the Annual Meeting of Stockholders to be held in 2013 and until their successors are duly elected and qualified;
		2. To hold an advisory vote on executive compensation;
		3. To vote on the approval of a new stock incentive plan;
		4. To hold an advisory vote to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for 2012; and
		5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

RECORD DATE		You are entitled to vote on the matters presented at the Annual Meeting of Stockholders if you were a stockholder of record at the close of business on March 20, 2012.

VOTING		Please submit your proxy as soon as possible so that your shares can be voted at the meeting. Properly executing and submitting the enclosed proxy card will appoint Rick R. Holley, David W. Lambert, and James A. Kraft as your proxies.You may submit your proxy and vote your shares (1) by internet, (2) by telephone, or (3) by mail. For instructions on how to vote, please refer to the enclosed proxy card.
		If your shares are held in “street name” by a broker, bank, or other registered holder of record, you are not the registered holder of record of the stock (and your name is not on the Company’s list of registered stockholders), but you are considered the beneficial owner of the stock and these proxy materials are being forwarded to you by your broker, bank, or other registered holder of record of the stock. If you hold your stock in street name and would like to vote in person at the Annual Meeting, you must bring with you a proxy, executed in your favor, from your broker, bank, or other registered holder of record.

ELECTRONIC ACCESS TO PROXY MATERIALS		We are providing access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of the Company’s proxy statement and Annual Report on Form 10-K for the year ended December 31, 2011 (including the 10-K wrap) on our website athttp://proxy.plumcreek.com, which does not employ the use of “cookies” or other tracking technologies that identify visitors to the site. The proxy statement and the Annual Report are also available atwww.proxyvote.com, where stockholders may vote their shares over the internet.

By Order of the Board of Directors,

LOGO

James A. Kraft

Senior Vice President, General Counsel and Secretary

March 29, 2012

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

TABLE OF CONTENTS


SOLICITATION AND REVOCABILITY OF PROXY			1
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS			2
VOTING OPTIONS			2
VOTE REQUIRED AND METHOD OF COUNTING VOTES			3
Quorum			3
Broker Non-Votes			3
Voting Standard for Director Elections			4
Voting Standard for Other Items of Business			4
Vote Required for Each Item of Business			4
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			5
Role of the Board of Directors			5
Director Independence			5
Board Leadership Structure			5
Role of the Board of Directors in Risk Oversight			6
Board Committees			6
Report of the Audit Committee			7
Selection of Nominees to the Board of Directors			7
Executive Sessions of the Board of Directors			8
Communicating with the Board			9
Board Member Attendance at Board and Committee Meetings During 2011			9
Board Member Attendance at Annual Meetings			9
Code of Ethics and Other Corporate Governance Information			9
Director Compensation			10
PROPOSAL 1			12
Election of Directors			12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			15
EXECUTIVE COMPENSATION			17
Compensation Discussion and Analysis			17
Overview			17
Compensation Tables			28
Summary Compensation Table for the Year 2011			28
Grants of Plan-Based Awards During 2011			29
Outstanding Equity Awards at Fiscal Year-Ended December 31, 2011			31
Option Exercises and Stock Vested During 2011			33
Pension Benefits as of December 31, 2011			34
Nonqualified Deferred Compensation for 2011			36
Termination Payments at December 31, 2011			37
Risk Management Implications of Compensation Policies and Practices			38
Equity Compensation Plan Information			40
RELATED PARTY TRANSACTIONS			41
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			41
COMPENSATION COMMITTEE REPORT			42
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			42
PROPOSAL 2			42
Advisory Vote on Executive Compensation (Say-on-Pay)			42
PROPOSAL 3			43
Approval of the 2012 Plum Creek Timber Company, Inc. Stock Incentive Plan			43

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | i


PROPOSAL 4			51
Advisory Vote to Ratify Appointment of the Independent Auditors for 2012			51
INDEPENDENT AUDITORS			51
Fees to the Independent Auditors for 2010 and 2011			51
OUTSTANDING CAPITAL STOCK			52
STOCKHOLDER PROPOSALS			52
ANNUAL REPORT			52
ANNUAL REPORT ON FORM 10-K			52
INCORPORATION BY REFERENCE			52
OTHER MATTERS			53
APPENDIX A			A-1
APPENDIX B			B-1

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PLUM CREEK TIMBER COMPANY, INC.

999 THIRD AVENUE, SUITE 4300

SEATTLE, WASHINGTON 98104-4096

PROXY STATEMENT FOR THE 2012 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 8, 2012

The Date of this Proxy Statement is March 29, 2012.

PROXIES IN THE FORM ENCLOSED ARE SOLICITED BY THE BOARD OF DIRECTORS OF PLUM CREEK TIMBER COMPANY, INC. TO BE VOTED AT THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 8, 2012, AT 2:00 P.M. LOCAL TIME, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF, FOR THE PURPOSES SET FORTH IN THE ATTACHED NOTICE OF ANNUAL MEETING OF STOCKHOLDERS. STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON MARCH 20, 2012, ARE ENTITLED TO VOTE AT THE ANNUAL MEETING. THE COMPANY ANTICIPATES THAT THE ATTACHED NOTICE, THIS PROXY STATEMENT, AND THE ENCLOSED PROXY CARD WILL FIRST BE SENT TO STOCKHOLDERS ON OR ABOUT MARCH 29, 2012.

SOLICITATION AND REVOCABILITY OF PROXY

This Proxy Statement is furnished to stockholders of Plum Creek Timber Company, Inc., a Delaware corporation (“Plum Creek” or the “Company”), in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies to be voted at the Company’s Annual Meeting of Stockholders on May 8, 2012, or any adjournment or postponement thereof (the “Annual Meeting”). Proxy cards that are properly executed and returned to the Company or voted by telephone or internet, and not later revoked, will be voted at the Annual Meeting in accordance with the instructions specified on the enclosed proxy card. Unless revoked before exercised, proxies received without specific voting instructions:

•

Will be voted“For” each of the nominees for director listed in these materials and on the enclosed proxy card;

•

Will be voted“For”approval, on an advisory basis, of our executive compensation;

•

Will be voted“For” approval of the new stock incentive plan; and

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Will be voted“For” ratifying the appointment of Ernst & Young LLP as the Company’s independent auditors for 2012.

Proxies will be voted on such other matters as may properly come before the Annual Meeting, or any adjournment or postponement thereof, in the discretion of the appointed proxy holders.

Any person giving a proxy may revoke it at any time prior to its exercise. A proxy may be revoked either by: (1) filing an instrument of revocation with the Company’s Corporate Secretary at 999 Third Avenue, Suite 4300, Seattle, Washington 98104-4096; (2) voting by telephone at a later date; (3) voting by internet at a later date; or (4) signing and submitting another proxy card with a later date. A proxy may also be revoked by voting in person at the Annual Meeting. If your shares of Plum Creek common stock are held in street name (in the name of a broker, bank, or other registered holder of record), you must obtain a proxy, executed in your favor, from the registered holder of record of the stock to be able to vote in person at the Annual Meeting.

The Company will bear the entire cost of solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement, the enclosed proxy card, and any additional material that may be furnished to stockholders. In

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 1

accordance with the regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), the Company will also reimburse brokerage firms, banks, and other registered holders for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares of Plum Creek common stock. In addition to solicitation by mail, directors, officers, or other employees of the Company, without extra compensation, may solicit proxies in person or by telephone or facsimile. Phoenix Advisory Partners will assist the Company in the solicitation of proxies for a fixed fee of $10,000 and reasonable out-of-pocket expenses, to be paid by the Company.

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS

Each year in connection with the annual meeting of stockholders, the Company is required to send to each registered stockholder of record a proxy statement and annual report and to arrange for a proxy statement and annual report to be sent to each beneficial stockholder whose shares are held by or in the name of a broker, bank, trust, or other registered holder of record. Because many stockholders hold shares of our common stock in multiple accounts or share an address with other stockholders, this process results in duplicate mailings of proxy statements and annual reports. Stockholders may avoid receiving duplicate mailings and save the Company the cost of producing and mailing duplicate documents as follows:

Stockholders of Record.If your shares are registered in your own name and you are interested in consenting to the delivery of a single proxy statement or annual report, you may contact Investor Relations by mail at 999 Third Avenue, Suite 4300, Seattle, Washington, 98104-4096 or by telephone at (800) 858-5347 if calling within the United States and Canada or at (206) 467-3600 (if calling outside the United States and Canada call collect).

Beneficial Stockholders.If your shares are not registered in your own name, your broker, bank, trust, or other registered holder of record that holds your shares may have asked you to consent to the delivery of a single proxy statement or annual report if there are other Plum Creek stockholders who share an address with you. If you currently receive more than one proxy statement or annual report at your household and would like to receive only one copy of each in the future, you should contact a representative of your broker, bank, trust, or other holder of record.

Right to Request Separate Copies.If you consent to the delivery of a single proxy statement and annual report but later decide that you would prefer to receive a separate copy of the proxy statement or annual report for each stockholder sharing your address, then please notify the Company or your broker, bank, trust or other holder of record, and additional proxy statements or annual reports will be delivered to you. If you wish to receive a separate copy of the proxy statement or annual report for each stockholder sharing your address in the future, you may also contact Investor Relations using the contact information provided above.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 8, 2012. This Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (including the 10-K Wrap) are available on Plum Creek’s website athttp://proxy.plumcreek.com, which does not employ the use of “cookies” or other tracking technologies that identify visitors to the site. These materials are also available atwww.proxyvote.com, where stockholders may vote their shares over the internet (seeVoting Options below). Directions to the location of the Annual Meeting are also available on Plum Creek’s website athttp://proxy.plumcreek.com and at the back of this Proxy Statement.

VOTING OPTIONS

Your vote is important.Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares via the internet, by phone, or by signing, dating and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expense and extra work of additional solicitation. Submitting your proxy now will not prevent you

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from voting your shares at the Annual Meeting if you want to do so because your vote by proxy is revocable at your option. Voting byinternet ortelephone is fast and convenient and your vote is immediately confirmed and tabulated. Most important, by using the internet or telephone, you help the Company reduce postage and proxy tabulation costs. Or, if you prefer, you can vote by mail by returning the enclosed proxy card in the addressed, prepaid envelope provided.

Vote by Internet. You can vote your shares over the internet atwww.proxyvote.com until 11:59 P.M. Eastern Time on May 7, 2012, the day before the Annual Meeting. Have the enclosed proxy card in hand when you access the website and follow the instructions to cast your vote on the four matters discussed in this Proxy Statement.

Vote by Telephone.You can vote your shares over the telephone by calling1-800-690-6903 until 11:59 P.M. Eastern Time on May 7, 2012, the day before the Annual Meeting. Have the enclosed proxy card in hand when you call and follow the instructions to cast your vote on the four matters discussed in this Proxy Statement.

Vote by Mail.You can vote your shares by mail by completing, signing, and dating the enclosed proxy card and mailing it in the enclosed postage paid envelope or you can return it toPlum Creek Timber Company, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.If you vote by mail, your proxy card must bereceived before May 8, 2012, for your vote to be counted.

Important Note. Pleasedo not return your proxy card if you are voting by telephone or internet.

VOTE REQUIRED AND METHOD OF COUNTING VOTES

Quorum

Under the Delaware General Corporation Law (“Delaware Law”) and the Company’s Amended and Restated Bylaws, as amended (the “Company Bylaws”), the presence at the Annual Meeting, in person or by duly authorized proxy, of the holders of a majority of the outstanding shares of stock entitled to vote at the Annual Meeting constitutes a quorum for the transaction of business. Each share of Plum Creek common stock entitles the holder to one vote on each of the four (4) proposals to be presented at the Annual Meeting. Abstentions and broker non-votes are counted toward determining a quorum but, as described in more detail below, they haveno effect on the outcome of any of the four (4) proposals.

Broker Non-Votes

A broker non-vote occurs when a registered holder of stock that is holding shares on behalf of the beneficial owner of that stock (e.g., a broker or bank or other share custodian holding stock on behalf of its client) votes on behalf of the beneficial owner of the stockon at least one proposal, but not on another. This happens typically because the brokerage firm or other share custodian does not have discretionary voting authority with respect to such other item of business and has not received instructions from their client, the beneficial owner of the stock.

Under NYSE rules, the ratification of the appointment of our independent auditors is considered a “discretionary” item. This means that brokerage firms and other share custodians may vote shares in their discretion on this matter on behalf of their clients who have not otherwise furnished voting instructions before the Annual Meeting. In contrast, the election of directors, the advisory vote on executive compensation, and the vote to approve the new stock incentive plan are “non-discretionary” items. This means that brokerage firms and other share custodians that have not received voting instructions from their clients on these proposalsmay not vote in their discretion on these items of business.

Therefore, if you maintain custody of your shares with a broker, bank, or other share custodian, it is very important that you provide your broker, bank, or other share custodian with voting instructions for your shares; otherwise, your shares will not be voted on the non-discretionary items of business at the Annual Meeting.

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Voting Standard for Director Elections

The Company Bylaws specifies the vote requirement for both contested and uncontested elections of directors in Section 1 of Article III. In a contested election of directors, the number of director nominees exceeds the number of directors to be elected. In an uncontested election of directors, the number of director nominees does not exceed the number of directors to be elected to the Board. The election of directors inProposal 1 is an uncontested director election because the number of nominees does not exceed the number of directors to be elected.

Uncontested director elections are governed by a majority vote standard. The Company Bylaws provide that a nominee for director in an uncontested director election shall be elected if the votes cast in favor (“For”) such nominee’s election exceed the votes cast against (“Against”) such nominee’s election. Abstentions and broker non-votes, if any, have no effect on the vote outcome.

Company policy governs whether current directors who are not re-elected under the majority vote standard continue to serve until their successors are elected. Under Delaware Law, any director who is currently serving on the Board and who is not re-elected at the end of his or her term of office nonetheless continues to serve on the Board as a “holdover director” until his or her successor has been elected. To address this situation, the Board has adopted a Corporate Governance Policy on Majority Voting which can be found in the Company’s Corporate Governance Guidelines. The complete Corporate Governance Policy on Majority Voting is available on the Company’s website atwww.plumcreek.com by clicking on “Investors,” then “Corporate Governance,” and finally “Governance Guidelines.”

Under the policy, any director who does not receive the required number of votes for re-election under the majority voting standard must tender his or her resignation to the Chairman of the Board. The Board will consider the tendered resignation and, within 90 days of the stockholder meeting at which the election occurred, decide whether to accept or reject the tendered resignation and will publicly disclose its decision and the process involved in the consideration. Absent a compelling reason to reject the resignation, the Board will accept the resignation. The director who tenders his or her resignation will not participate in the Board’s decision. Only persons who are currently serving as directors and seeking re-election can become a “holdover director” under Delaware Law. Therefore, the Corporate Governance Policy on Majority Voting would not apply to any person who was not then serving as a director at the time he or she sought, and failed to obtain, election to the Board. For 2012, all nominees for the election of directors are currently serving on the Board.

Voting Standard for Other Items of Business

The Company Bylaws specifies the vote requirement for other items of business presented to a vote of stockholders in Section 9 of Article II. This section of the Company Bylaws does not govern the election of directors (discussed above) or items of business with a legally specified vote requirement.

Under this voting standard, which parallels the voting standard for uncontested director elections (discussed above), an item of business shall be approved by the stockholders if the votes cast in favor (“For”) of such item exceed the votes cast against (“Against”) such item. Abstentions and broker non-votes, if any, have no effect on the vote outcome.

Vote Required for Each Item of Business

Proposal 1. For Proposal 1, a nominee will be elected to the Board only if the votes cast “FOR” such nominee’s election exceed the votes cast “AGAINST” such nominee’s election. Abstentions and broker non-votes, if any, will have no effect on the outcome of the election.

Proposal 2 and Proposal 4. For each of Proposal 2 (advisory vote on executive compensation) and Proposal 4 (advisory vote ratifying the appointment of Ernst & Young LLP), approval requires that votes cast “FOR” exceed the votes cast “AGAINST” the proposal. Abstentions and broker non-votes, if any, will have no effect on the vote outcome for either of these proposals.

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Proposal 3. For Proposal 3 (approval of new stock incentive plan), approval requires that votes cast “FOR” exceed votes cast “AGAINST” this proposal, provided that the total votes cast on the proposal represent over 50% of the total voting power entitled to vote on the proposal. Generally, abstentions and broker non-votes, if any, will have no effect on the vote outcome for this proposal. Broker non-votes, if any, could have the same effect as votes cast “AGAINST” the proposal if they cause the total votes cast on the matter to be 50% or less of the total voting power entitled to vote on the proposal.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Role of the Board of Directors

Pursuant to Delaware Law and the Company Bylaws, the business, property, and affairs of the Company are managed under the direction of the Board. The current members of the Board are Rick R. Holley, Robin Josephs, John G. McDonald, Robert B. McLeod, John F. Morgan Sr., Marc F. Racicot, John H. Scully, Lawrence A. Selzer, Stephen C. Tobias, and Martin A. White. Members of the Board are kept informed of the Company’s business through discussions with Plum Creek’s officers, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. The Board held four (4) regularly scheduled meetings during 2011.

Director Independence

The Board’s governance principles require that at least two-thirds of the Board be comprised of independent directors and that each of the Board’s three committees be comprised solely of independent directors. No director is considered independent unless the Board has determined that he or she has no material relationship with the Company, either directly or as a partner, stockholder, or officer of an organization that has a material relationship with the Company. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with NYSE listing standards for director independence. A copy of these standards can be found on the Company’s website atwww.plumcreek.com by clicking on the “Investors” link and then the “Corporate Governance” link.

With the assistance of its legal counsel, the Corporate Governance and Nominating Committee reviewed written responses to submitted questionnaires completed by each member of the Board against the Board’s and the NYSE’s director independence standards, along with NYSE and SEC independence standards specifically applicable to Board members who serve on the Audit Committee. On the basis of this review, the Corporate Governance and Nominating Committee advised the full Board of its conclusions regarding director independence. After considering the Committee’s recommendation, the Board affirmatively determined that each of Ms. Josephs and Messrs. McDonald, McLeod, Morgan, Racicot, Scully, Selzer, Tobias, and White is independent under the Board’s and the NYSE’s independence standards. In addition, the Board determined that each member of the Audit Committee is independent under the NYSE’s and SEC’s independence standards for directors who serve on audit committees.

Board Leadership Structure

The Company separates the positions of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for the strategic direction of the Company and the day-to-day leadership and performance of the Company while the Chairman of the Board, in consultation with the Chief Executive Officer, sets the agenda for, and presides over, meetings of the Board. In addition, the Company believes that the separation provides a more effective monitoring and objective evaluation of the Chief Executive Officer’s performance. The separation of these leadership roles also allows the Chairman of the Board to strengthen the Board’s independent oversight of the Company’s performance and governance standards.

To give a voice to our independent directors and to provide them with a separate forum for candid discussion, the Corporate Governance Guidelines require at least four (4) annual executive sessions of solely independent directors. The Corporate Governance Guidelines provide that the Chairman of the Board preside at, and set the agenda for, all

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executive sessions of independent directors. If the Board has not selected a Chairman, then the Corporate Governance Guidelines require that the chair of the Audit Committee, the Corporate Governance and Nominating Committee, and the Compensation Committee each preside over the meetings of the independent directors in rotating order as decided by the other independent directors.

Another key component of the Board’s leadership structure is the role of the Board’s committees. The Board has delegated certain oversight functions to its three committees, each of which is comprised entirely of independent directors and covers an extensive agenda. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and also coordinate with the Chief Executive Officer and other members of management.

The Company believes that its leadership structure, policies, and practices, when combined with the Company’s other governance policies and procedures, function extremely well in strengthening Board leadership, fostering cohesive decision making at the Board level, solidifying director collegiality, improving problem solving, and enhancing strategy formulation and implementation.

Role of the Board of Directors in Risk Oversight

Our Board of Directors administers its risk oversight function both directly and with the assistance of the Audit Committee. The Board, which meets at least quarterly, regularly discusses with members of senior management the major operational and financial risks (including credit and liquidity risks) facing the Company, their potential impact on the Company, and the steps taken to manage them. The Audit Committee, which meets frequently with the Company’s independent auditors and members of senior management responsible for managing risk associated with financial reporting, reports regularly to the Board on these financial reporting matters.

Board Committees

The Board has a standing Compensation Committee, Corporate Governance and Nominating Committee, and Audit Committee. Each of these committees acts pursuant to a written charter, which can be found on the Company’s website atwww.plumcreek.com by clicking on the “Investors” link and then the “Corporate Governance” link.

Compensation Committee.During 2011, the Compensation Committee met four (4) times. The Committee is responsible for developing and modifying over time the Company’s compensation policies and plans, including the compensation policies and plans for the Company’s executive officers and directors. It is also responsible for making recommendations to the Board concerning amendments to the Company’s compensation plans and, in certain instances, making amendments to such plans. The Committee also oversees the annual performance evaluation of the Company’s President and Chief Executive Officer and is responsible for producing a report on executive compensation for inclusion in the Company’s proxy materials. The current members of the Compensation Committee are Ms. Josephs and Messrs. McLeod, Selzer, Tobias, and White (Chairman). Mr. Selzer was appointed to the Compensation Committee in March 2012, and did not take part in any Committee meetings during 2011.

The Compensation Committee reviews executive compensation each year. To assist it in doing its job, the Committee has retained the firm of Towers Watson, a nationally recognized compensation consulting firm. Towers Watson is engaged by, and reports directly to, the Compensation Committee and interacts with members of management as necessary to fulfill its responsibilities. Representatives of Towers Watson participate in most regularly scheduled meetings of the Compensation Committee.

For 2011, the Compensation Committee instructed Towers Watson to conduct a comparative pay analysis to assist the Committee in making 2011 pay decisions. The Committee also instructed Towers Watson to keep it informed about current and developing trends in non-employee director and executive compensation.

6 | PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

Corporate Governance and Nominating Committee.The Corporate Governance and Nominating Committee met one (1) time during 2011. The Committee is responsible for overseeing and coordinating the Company’s corporate governance practices. The Committee advises the Board with respect to matters such as Board composition and procedures and is also responsible for developing and recommending to the Board the Company’s corporate governance principles. The Committee oversees the annual performance evaluation of the Board and each of its committees. The current members of the Corporate Governance and Nominating Committee are Messrs. McDonald, Morgan, Scully (Chairman), and Tobias.

Audit Committee. The Board of Directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During 2011, the Audit Committee met nine (9) times. Among other things, the Committee has the responsibility to appoint, terminate, replace, compensate, and oversee the Company’s independent auditors; to review and approve the scope of the annual audit; to interview the independent auditors for review and analysis of the Company’s financial systems and controls; and to review the independence of, and pre-approve any audit or non-audit services provided by, the independent auditors.

Current members of the Audit Committee are Ms. Josephs and Messrs. McDonald (Chairman), Morgan, and Racicot. The Board of Directors has determined that each of the current members of the Audit Committee is independent in accordance with both NYSE listing standards applicable to audit committee members and Rule 10A-3(b)(1) of the Exchange Act. In addition, the Board has designated Ms. Josephs as an “audit committee financial expert,” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

Report of the Audit Committee

In connection with the Audit Committee’s review of the Company’s financial statements for the year ended December 31, 2011:

1.	The Audit Committee has reviewed and discussed the audited financial statements with management of the Company;

2.	The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

The Audit Committee has received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence; and

4.	Based on the review and discussions of the above three items, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.

Robin Josephs, John G. McDonald (Chairman), John F. Morgan Sr., and Marc F. Racicot

Selection of Nominees to the Board of Directors

Stockholder Nominations. The Corporate Governance and Nominating Committee will consider director nominee recommendations from stockholders. Stockholder recommendations must be in writing and addressed to the Chairman of the Corporate Governance and Nominating Committee, c/o Corporate Secretary, Plum Creek Timber

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 7

Company, Inc., 999 Third Avenue, Suite 4300, Seattle, Washington, 98104-4096. If a stockholder intends to make a nomination at any annual stockholder meeting, the Company Bylaws require that the stockholder deliver written notice to the Company not more than 90 days or less than 60 days prior to the anniversary date of the Company’s previous year’s annual meeting of stockholders. The notice must comply with the Company Bylaws and set forth, among other things: (1) the name and address of the stockholder who intends to make the nomination; (2) the name, age, address, and principal occupation of the proposed director nominee or nominees; (3) a representation that the stockholder is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (4) the consent of each proposed director nominee to serve as a director of the Company if so elected; and (5) the number of shares of common stock of the Company owned by the notifying stockholder and by the proposed director nominee or nominees. These Company Bylaw provisions afford the Board the opportunity to consider the qualifications of the proposed nominees and, to the extent deemed necessary or desirable by the Board, to inform stockholders about such qualifications.

Director Qualifications. The Corporate Governance and Nominating Committee believes that the minimum qualification for serving as a director of the Company is that a director nominee demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. A director nominee must also have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. In addition, the Committee examines a candidate’s specific experiences and skills in the context of the Board’s needs, time availability in light of other commitments, potential conflicts of interest, and independence from management and the Company. Although the Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity, it seeks to have a Board of Directors that represents a diversity of backgrounds, skills, and experience. The Committee assesses its achievement of diversity as part of its annual review of the director nomination process.

Selection Process for Director Nominees. The Corporate Governance and Nominating Committee identifies potential director nominees by asking current directors and executive officers to notify the Committee if they become aware of persons meeting the criteria described above. From time to time, the Committee engages firms that specialize in identifying director candidates. As described above, the Committee will also consider candidates recommended by stockholders.

Once a person has been identified as a potential candidate by the Corporate Governance and Nominating Committee, the Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Committee determines that the candidate warrants further consideration, the Chairman of the Committee or another member of the Committee contacts the candidate. Generally, if the candidate expresses a willingness to be considered and to serve on the Board, the Committee requests information from the candidate, reviews his or her accomplishments and qualifications in light of any other candidates that the Committee might be considering, and conducts one or more interviews with the candidate. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s accomplishments. The Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder. Mr. Selzer, who was appointed to the Board on February 7, 2012, was recommended to the Committee for consideration by members of senior management.

Executive Sessions of the Board of Directors

In accordance with the Company’s Corporate Governance Guidelines, the Board’s independent directors meet in executive session at least four (4) times each year. The Chairman of the Board, who must be an independent director under the Corporate Governance Guidelines, presides at, and sets the agenda for, each executive session of the independent directors. John F. Morgan Sr. served as Chairman of the Board for 2011 and presided over all executive sessions of the independent members of the Board during 2011.

8 | PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

Communicating with the Board

Anyone who wishes to notify or communicate with the entire Board of Directors, any individual director, or the independent directors as a group, may do so. Communications should be delivered to the following address, marked “confidential,” c/o Corporate Secretary, Plum Creek Timber Company, Inc., 999 Third Avenue, Suite 4300, Seattle, Washington 98104-4096. The Corporate Secretary reviews all such correspondence and will forward to the Chairman of the Board of Directors, or other individual director or group of directors, as the case may be, a copy of such correspondence that, in the opinion of the Corporate Secretary, relates to the functions of the Board or its committees or that the Corporate Secretary otherwise determines requires their attention. Concerns relating to accounting, internal controls, or auditing matters are immediately brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. These communication procedures were approved by the Board of Directors.

Board Member Attendance at Board and Committee Meetings During 2011

The table below summarizes each director’s attendance at meetings of the Board of Directors and meetings of each committee on which he or she serves. In 2011, there were four (4) meetings of the Board of Directors, nine (9) meetings of the Audit Committee, one (1) meeting of the Corporate Governance and Nominating Committee, and four (4) meetings of the Compensation Committee. As the Company’s President and Chief Executive Officer, Mr. Holley periodically attends meetings of the Board’s committees at their invitation. However, Mr. Holley’s attendance at those meetings isnot reported in the table below because Mr. Holley is not a member of any Board committee.

Name

Board
Meetings
Attended
by
Director

Audit
Committee
Meetings
Attended
by
Director

Corporate
Governance
and
Nominating
Committee
Meetings
Attended by
Director

Compensation
Committee
Meetings
Attended
by Director

Rick R. Holley

–

Robin Josephs

–

John G. McDonald

–

Robert B. McLeod

–

John F. Morgan Sr.

–

Marc F. Racicot

–

John H. Scully

–

Lawrence A. Selzer*

–

Stephen C. Tobias

–

Martin A. White

–

*	Mr. Selzer was appointed to the Board of Directors on February 7, 2012, and therefore did not serve on the Board or on any committee of the Board during 2011.

Board Member Attendance at Annual Meetings

While members of the Board are always welcome to attend the annual meeting of stockholders, the Board has no formal policy requiring their attendance. Four of the Company’s current directors, Messrs. Holley, Morgan, Racicot, and Tobias, attended the 2011 annual meeting of stockholders held on May 3, 2011.

Code of Ethics and Other Corporate Governance Information

The Company maintains a code of ethics, entitled thePlum Creek Code of Conduct, which applies to each director and to the principal executive officer, the principal financial officer, and the principal accounting officer as well as to all

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 9

other employees of the Company. ThePlum Creek Code of Conduct, along with the governing charters of each of the Board’s committees and the Company’s Corporate Governance Guidelines, can be found in the “Corporate Governance” section of the Company’s website accessible to the public atwww.plumcreek.com. To find this section of the website, click on the “Investors” link and then the “Corporate Governance” link. The Company will post any amendments to, or waivers from, its Code of Conduct (to the extent applicable to any director or any of the Company’s executive officers, including the principal executive officer, principal financial officer, or principal accounting officer) at this location on its website. The Company will also post to its website the name of any director who simultaneously serves on the audit committee of more than three public companies, along with the Board’s determination that such service would not impair any such director’s ability to serve on the Audit Committee. In addition to these documents, the Company’s proxy statements and annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and reports concerning transactions in the Company’s stock by directors and certain officers of the Company, and any amendments to those reports, can also be found on the Company’s website by first clicking the “Investors” link, then the “Financial Publications” link, and finally the “SEC Filings” link. Copies of any of these documents may be obtained from our website or free of charge by contacting the Company’s Investor Relations Department at 999 Third Avenue, Suite 4300, Seattle, Washington 98104-4096 or by calling (800) 858-5347 (within the United States and Canada) or (206) 467-3600 (outside the United States and Canada, call collect).

Director Compensation

The Compensation Committee periodically reviews non-employee director compensation and engages Towers Watson to advise it on market data, trends, and recommendations for this review. Based upon this review and advice, the Compensation Committee makes recommendations to the full Board regarding appropriate and competitive director compensation.

2011 Director Compensation

Our non-employee directors received the following compensation for their service on the Board during 2011:

•

$60,000 annual cash retainer;

•

$2,000 meeting fee for each meeting of the Board (one-half of this amount was paid for participation in any telephonic meeting unless otherwise determined by the Chairman of the Board); and

•

2,000 shares of the Company’s common stock that carried a six-month restriction on transfer.

The Chairman of the Board received an additional annual retainer of $60,000 and members of Board committees received the following amounts, depending upon their involvement with each committee of the Board:

•

Audit Committee—$15,000 annual cash retainer for the Chair of the Committee; $5,000 annual cash retainer for other Committee members. All members of the Audit Committee received a $2,000 fee for each meeting of the Audit Committee (one-half of this amount was paid for participation in any telephonic meeting unless otherwise determined by the Audit Committee Chair).

•

Compensation, Corporate Governance and Nominating Committees—$10,000 annual cash retainer for the Chair of the Compensation Committee and $5,000 annual cash retainer for the Chair of the Corporate Governance and Nominating Committee. Members of each committee received a $1,500 fee for each committee meeting (one-half of this amount was paid for participation in any telephonic meeting unless otherwise determined by the committee chair).

Directors had the choice to elect to take all or a portion of their retainer and fee compensation in the form of common stock of the Company and they had the option to defer all or any part of their retainer and fee compensation. Directors were reimbursed for expenses incurred in connection with attending Board and committee meetings.

10 | PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

The table below summarizes compensation received by the Board’s non-employee directors during 2011.


Name	Fees Earned or Paid in Cash ($)^(A)		Stock Awards ($)^(B)		Option Awards ($)^(C)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Robin Josephs	$	90,250	$	83,980		–		–		–		–	$	174,230
John G. McDonald	$	95,750	$	83,980		–		–		–		–	$	179,730
Robert B. McLeod	$	73,250	$	83,980		–		–		–		–	$	157,230
John F. Morgan Sr.	$	145,750	$	83,980		–		–		–		–	$	229,730
Marc F. Racicot	$	83,000	$	83,980		–		–		–		–	$	166,980
John H. Scully	$	72,750	$	83,980		–		–		–		–	$	156,730
Lawrence A. Selzer*		–		–		–		–		–		–		–
Stephen C. Tobias	$	74,000	$	83,980		–		–		–		–	$	157,980
Martin A. White	$	83,250	$	83,980		–		–		–		–	$	167,230

*	Mr. Selzer was appointed to the Board of Directors on February 7, 2012, and therefore received no compensation during 2011.

^(A)

Fees earned or paid in cash—includes cash retainers and meeting fees earned in 2011. Under the terms of the Plum Creek Director Stock Ownership Plan, directors may also elect to receive shares of the Company’s common stock in lieu of cash fees based on the closing price of the stock on the date such cash fees are payable to the director. Mr. White elected to receive 100% of his cash fees in common stock under the plan and Mr. Tobias elected to receive 50% of his cash fees in common stock under the plan. For cash fees earned in 2011, Mr. White was paid 2,121 shares of common stock and Mr. Tobias was paid 942 shares of common stock, receipt of which he deferred under the terms of the Plum Creek Deferral Plan.

^(B)

Stock awards—represents the grant date fair value, calculated in accordance with Accounting Standards Codification (ASC) Topic 718, for grants of restricted stock awards made to non-employee directors of the Board. The grant date fair value for the 2011 award of restricted stock was $41.99 per share for all directors. For more information regarding the restricted stock awards and the calculation of their fair value, refer to the Company’s disclosure in its Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 24, 2012, Part II, Item 8Notes to Consolidated Financial Statements—Note 13 Share-Based Compensation Plans.

^(C)

From 2002 through 2004, directors were granted stock options under the current stock incentive plan on an annual basis. Each stock option carries an exercise price equal to the fair market value of the Company’s common stock on the date of grant, expires 10 years from the date of grant, and is fully vested and exercisable. Each of Ms. Josephs and Messrs. McDonald, Scully and Tobias currently hold 9,000 stock options.

Director Stock Ownership Guidelines

Each non-employee director is required to hold shares of common stock of the Company equal in value to five times the current Board retainer fee. Directors have five years from the date on which they are first elected or appointed to the Board, whichever is earlier, to comply with this requirement. As of March 29, 2012, each member of the Board was in compliance with this requirement other than Mr. Racicot, who was appointed to the Board in March 2010, and Mr. Selzer, who was appointed to the Board in February 2012.

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 11

PROPOSAL 1

Election of Directors

The Board is authorized under the Company Bylaws to set, by resolution, the number of directors who comprise the Board. The directors whose terms expire in 2012 and have been nominated for election to one-year terms of office expiring at the 2013 annual meeting of stockholders, or until their successors are elected and qualified, are Rick R. Holley, Robin Josephs, John G. McDonald, Robert B. McLeod, John F. Morgan Sr., Marc F. Racicot, John H. Scully, Lawrence A. Selzer, Stephen C. Tobias, and Martin A. White.

In the absence of instructions to the contrary, the proxy holders will vote the proxies received by them for the election of Ms. Josephs and Messrs. Holley, McDonald, McLeod, Morgan, Racicot, Scully, Selzer, Tobias, and White. Discretionary authority is reserved to cast votes for the election of a substitute should any of the nominees be unable or unwilling to serve as a director.

Each of the nominees has agreed to serve as a director if elected and the Company believes that each of them will be available to serve. The names and ages of the nominees, along with their principal occupations or employment during the past five years and their qualifications, are set forth below.

Nominees for Election to One-Year Terms Expiring at the 2013 Annual Stockholder Meeting:


Name	Age		Background
Rick R. Holley		60	Mr. Holley was elected to the Board of Directors of the Company and appointed as its President and Chief Executive Officer on July 1, 1999, the date of our conversion from a master limited partnership to a real estate investment trust, or REIT. From 1994 through the date of our REIT conversion, Mr. Holley served as a director and president and chief executive officer of the general partner of the former master limited partnership. Mr. Holley also serves on the board of directors of Avista Corporation. Mr. Holley is one of the longest tenured chief executive officers in the timber industry, having served in his current position since 1994. As the Company’s President and Chief Executive Officer, Mr. Holley brings to the Board proven leadership skills and the unique perspective of the Company’s most senior executive officer. This perspective includes a deep and broad understanding of all the Company’s business lines, the Company’s industry, and general business. Mr. Holley also brings valuable experience in strategic planning, finance, and managing the Company’s businesses through various economic cycles.

Robin Josephs		52	Ms. Josephs was appointed to the Board of Directors of the Company in July 2003. From 2005 to 2007, Ms. Josephs was a managing director of Starwood Capital Group, a private equity firm specializing in real estate investments. From 1986 to 1996, Ms. Josephs was employed as a senior executive with Goldman Sachs where she served in various capacities. Prior to working at Goldman Sachs, Ms. Josephs served as an analyst for Booz Allen & Hamilton, Inc. in New York from 1982 to 1984. Ms. Josephs also serves on the board of directors of iStar Financial, Inc. and MFA Financial, Inc. Ms. Josephs’ background as an investment banking professional brings valuable knowledge of finance and capital markets to the Board. Her experience as a managing director of Starwood Capital Group, where she spent time evaluating and managing numerous real estate investments, also adds knowledge and expertise in this important area to the Company. Ms. Josephs’ experience evaluating financial statements in her professional career, along with her experience as an audit committee member on other public company boards, qualifies her as a member of the Board’s Audit Committee and as its designated financial expert.

John G. McDonald		74	Professor McDonald was elected to the Board of Directors of the Company on July 1, 1999. Professor McDonald is a Professor of Finance at the Graduate School of Business at Stanford University where he has been a faculty member since 1968 and where he holds the Stanford Investors Chair. Professor McDonald also serves as a director of iStar Financial, Inc., QuinStreet, Inc., Scholastic Corp. and thirteen mutual funds managed by Capital Research and Management Company. He was also a director of Varian, Inc. prior to its acquisition during 2010.

12 | PLUM CREEK 2012 NOTICE AND PROXY STATEMENT


Name	Age		Background
			Professor McDonald is an internationally noted finance and investment expert. His background and expertise in equity markets, investment and financial management, entrepreneurial finance, and private equity investing and asset management brings to the Board a keen understanding of the investor’s perspective of the Company and its operations. Professor McDonald’s experience evaluating financial statements, along with his experience as an audit committee member on other public company boards, qualifies him to serve as a valuable member and Chairman of the Board’s Audit Committee.

Robert B. McLeod		70	Mr. McLeod was appointed to the Board of Directors of the Company in June 2004. Since 1999, Mr. McLeod has served as the chairman of the board of directors and chief executive officer of Newland Communities, a national developer of master planned communities. As the chief executive officer of a large real estate development company, Mr. McLeod brings specific real estate experience and expertise to the Board. His experience managing and overseeing a large, complex, and geographically diverse business organization, along with his experience managing corporate issues relating to growth, strategic planning, economic downturns, and competition, is also directly relevant and valuable to the Company and the Board.

John F. Morgan Sr.		65	Mr. Morgan was appointed to the Board of Directors of the Company in October 2006. Since 2001, Mr. Morgan has owned and managed Morgan Timber, LLC, a private timberland and real estate management and development company. Mr. Morgan previously held positions in general banking and public securities investment management at First Orlando Corporation (Sun Trust) from 1969 to 1972, Citizens & Southern Corporation (Bank of America) from 1973 to 1978, and later helped found INVESCO Capital Management, a global money management firm, where he served from 1979 to 2000. Mr. Morgan is a private timber investor and brings to the Board valuable experience and understanding of the Company’s principal business. Along with his timber management background, Mr. Morgan’s vast experience in the general banking industry, including his experience at INVESCO as a co-founder and member of senior management, also brings to the Board a valuable and relevant background in finance and capital markets, as well as experience in managing a large and complex business organization. As a former investment manager, Mr. Morgan also brings a keen understanding of the investor’s perspective of the Company and its operations. His experience evaluating financial statements also qualifies him to serve as a valuable member of the Board’s Audit Committee.

Marc F. Racicot		63	Mr. Racicot was appointed to the Board of Directors of the Company on March 1, 2010. Mr. Racicot is an attorney and served as president and chief executive officer of the American Insurance Association from August 2005 until February 2009. Prior to that, he was an attorney at the law firm of Bracewell & Giuliani, LLP from 2001 to 2005. He is a former Governor (1993 to 2001) and Attorney General (1989 to 1993) of the State of Montana. Mr. Racicot was appointed by President Bush to serve as the Chairman of the Republican National Committee from 2002 to 2003 and he served as Chairman of the Bush/Cheney Re-election Committee from 2003 to 2004. He presently serves on the board of directors of Avista Corporation, Massachusetts Mutual Life Insurance Company, and The Washington Companies. Mr. Racicot previously served on the board of directors of Burlington Northern Santa Fe Corporation (publicly held company until 2010), Siebel Systems Inc. (publicly held company until 1995), and Allied Capital Corporation (publicly held company until 2010). Mr. Racicot brings to the Board a wealth of experience in government and the practice of law. As the former Governor and Attorney General for the State of Montana, an important area of the Company’s operations, Mr. Racicot adds great breadth of experience and understanding of how government and large complex business organizations interact. As an experienced lawyer, he also has valuable skill and background in the areas of regulatory and operational risk oversight. His experience as an audit committee member on other public company boards also qualifies him to serve as a valuable member of the Board’s Audit Committee.

John H. Scully		67	Mr. Scully served as a director of the general partner of the former master limited partnership from November 1992 through July 1999 and was elected to the Board of Directors of the Company on July 1, 1999. He is a founder and managing director of SPO Partners & Co., a private investment firm, where he has served since 1971. Mr. Scully also serves as chairman of the board of directors for Advent Software, Inc.

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 13


Name	Age		Background
			Mr. Scully is well known for his expertise and vast experience in directing and managing large investments, both in public and private equity markets. His experience and depth of knowledge positions him well to bring to the Board a clear understanding of the investor’s perspective of the Company and its operations. As a principal director of a group of private equity funds that once owned a substantial equity stake in the Company, Mr. Scully has a particularly deep understanding of the Company’s businesses.

Lawrence A. Selzer		52	Mr. Selzer was appointed to the Board of Directors of the Company on February 7, 2012. Since 2001, Mr. Selzer has served as the president and chief executive officer of The Conservation Fund, one of the nation’s premiere environmental non-profit organizations. As the chief executive officer of a large conservation organization, Mr. Selzer brings to the Board valuable experience and expertise in the areas of conservation procurement, conservation finance, land acquisition and disposition, and real estate management. His experience managing and overseeing a large, complex, and geographically diverse environmental conservation organization is also directly relevant to the Company’s business and valuable to the Board.

Stephen C. Tobias		67	Mr. Tobias was appointed to the Board of Directors of the Company in October 2001. Mr. Tobias served as the vice chairman and chief operating officer of Norfolk Southern Corporation, a rail transportation company, from 1998 through 2009 and as the vice president of Norfolk Southern Railway Company, a subsidiary of Norfolk Southern Corporation, from 2000 through 2009. He previously served as executive vice president-operations of Norfolk Southern Corporation and vice president and chief operating officer of Norfolk Southern Railway Company. Mr. Tobias also served as a director of Norfolk Southern Railway Company. As the former chief operating officer of Norfolk Southern Railway Company, Mr. Tobias brings to the Board the perspective and experience of an executive who has directed and overseen the management of a large, complex, and geographically diverse business organization. He also has valuable experience managing corporate issues relating to growth, strategic planning, economic downturns, and competition. His understanding of the rail transportation industry is of particular relevance to the Board because of the role that transportation plays in the Company’s principal business of supplying wood products to end users.

Martin A. White		70	Mr. White was appointed to the Board of Directors of the Company in July 2006. From 1998 to 2006, Mr. White served as chairman and chief executive officer of MDU Resources Group, Inc., a diversified natural resource company that provides energy, natural resource products, and related services to both U.S. and international markets. Mr. White has also served as a Senior Advisor to the Tharaldson School of Business at the University of Mary since 2006 and was a director of First Interstate BancSystem, Inc. He is currently the chairman of the board of trustees at the University of Mary and MainLine Management LLC, the general partner of Buckeye GP Holdings L.P. As the former chief executive officer of MDU Resources Group, Mr. White brings to the Board the perspective and experience of an executive who has directed and overseen the management of a large, complex, and geographically diverse business organization. He also has valuable experience managing corporate issues relating to growth, strategic planning, economic downturns, and competition. His keen understanding of the natural resources and extractive industry business is directly relevant to the Company’s businesses and his understanding of the energy business is also valuable to the Company as it explores opportunities in the area of alternative energy.

THE BOARD RECOMMENDS A VOTE“FOR”EACH OF THE NOMINEES ON THE ENCLOSED PROXY CARD. UNLESS INDICATED OTHERWISE, THE SHARES WILL BE VOTED“FOR”EACH OF THE NOMINEES TO BE ELECTED TO THE BOARD OF DIRECTORS.

14 | PLUM CREEK 2012 NOTICE AND PROXY STATEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company’s common stock as of March 20, 2012 for each director, each Named Executive Officer, the directors and executive officers as a group, and any person or entity known to the Company to beneficially own more than 5% of the Company’s common stock. Amounts shown do not include restricted stock units because restricted stock units do not confer the right to vote on stockholder matters. Unless otherwise indicated, the address of each person is c/o Plum Creek Timber Company, Inc., 999 Third Avenue, Suite 4300, Seattle, Washington, 98104-4096.


Name of Individual or Identity of Group	Number of Shares Beneficially Owned	Percent of Class
Beneficial Owners of More than 5%
BlackRock, Inc. 40 East 52^nd Street New York, New York 10022	9,237,528^(A)	5.72%

The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	8,400,085^(B)	5.20%

Directors
Rick R. Holley	954,369^(C)	*
Robin Josephs	29,200^(D)	*
John G. McDonald	39,000^(E)	*
Robert B. McLeod	17,000^(F)	*
John F. Morgan Sr.	11,151^(G)	*
Marc F. Racicot	4,000^(H)	*
John H. Scully	76,000^(I)	*
Lawrence A. Selzer	0^(J)	*
Stephen C. Tobias	26,000^(K)	*
Martin A. White	20,072^(L)	*

Named Executive Officers
Thomas M. Lindquist	224,820^(M)	*
David W. Lambert	142,715^(N)	*
James A. Kilberg	67,815^(O)	*
Larry D. Neilson	102,766^(P)	*

Directors & Executive Officers as a Group (21 persons, including those named above)	2,287,765	1.42%

*	Represents less than 1.0% of the outstanding shares of common stock, based on 161,450,610 shares of common stock outstanding as of March 20, 2012.

^(A)

Based solely on information contained in a Form 13GA filed by BlackRock, Inc. on February 13, 2012, with the Securities and Exchange Commission.

^(B)

Based solely on information contained in a Form 13GA filed by The Vanguard Group, Inc. on February 9, 2012, with the Securities and Exchange Commission.

^(C)

Includes 25,699 shares of common stock held by a Company benefits trust over which Mr. Holley, on behalf of the Company, has discretionary voting power. Mr. Holley disclaims beneficial ownership of these shares. Also includes 797,432 shares of common stock issuable under stock options exercisable within sixty days of March 20, 2012.

PLUM CREEK 2012 NOTICE AND PROXY STATEMENT | 15

^(D)

Amount shown includes 200 shares of common stock held in trust for the benefit of Ms. Josephs’ children and 20,000 shares of common stock held in a revocable trust over which Ms. Josephs has voting and dispositive power. Amount shown also includes 9,000 shares of common stock issuable under stock options exercisable within sixty days of March 20, 2012. Amount shown does not include 2,000 shares of common stock granted on February 7, 2012, which are contingent upon stockholder approval of the new stock incentive plan described in Proposal 3.

^(E)

Amount shown includes 24,000 shares held in a family trust over which Mr. McDonald has voting and dispositive power and 6,000 shares held in an individual retirement account. Amount shown also includes 9,000 shares of common stock issuable under stock options exercisable within sixty days of March 20, 2012. Amount shown does not include 2,000 shares of common stock granted on February 7, 2012, which are contingent upon stockholder approval of the new stock incentive plan described in Proposal 3.

^(F)