(a) On January 13, 2009, two wholly owned subsidiaries of Plum Creek Timber Company, Inc. ("Plum Creek"), as sellers, and The Nature Conservancy, a non-profit corporation of the District of Columbia, and the Trust for Public Land, a California nonprofit public benefit corporation, as purchasers, agreed to amend the Real Estate Purchase and Sale Agreement (the "Agreement") previously entered into by the parties on June 30, 2008. The Agreement, which governs the terms of Plum Creek's previously announced sale of certain of its western Montana timberlands to the purchasers, provides for the transaction to be completed in three phases scheduled to occur in December 2008, 2009 and 2010. The first phase was completed on December 15, 2008.

Under the terms of the amendment, the purchasers have agreed to close the second phase of the transaction, covering approximately 112,000 acres for a purchase price of $250 million, in February 2009 instead of December 2009. In exchange for the earlier closing of the second phase of the transaction, the parties agreed to a $13 million reduction of the transaction value to Plum Creek.

For a complete description of the terms and conditions of the amendment, please refer to Exhibit 2.1, which is incorporated herein by reference and filed with this Current Report on Form 8-K.

(d) Exhibits. The following exhibit is filed with this report:

Exhibit No.
    2.1           Third Amendment to Real Estate Purchase and Sale Agreement dated
                  as of January 13, 2009, by and among Plum Creek Timberlands,
                  L.P., a Delaware limited partnership, and Plum Creek Land
                  Company, a Delaware corporation, as Sellers, and The Nature
                  Conservancy, a non-profit corporation of the District of
                  Columbia, and The Trust for Public Land, a California nonprofit
                  public benefit corporation, as Purchasers (filed herewith)