(e) On May 4, 2009, the Compensation Committee of the Board of Directors of Plum Creek Timber Company, Inc. authorized an amendment to outstanding employee stock option awards granted under the company's Amended and Restated Stock Incentive Plan. The amendment allows employee plan participants who are age 55 or older with 10 or more years of service to the company up to three years (or through the end of the term of the option, if earlier) from the date of such employee's termination of service within which to exercise vested stock options. The previous exercise period for employees who terminated service other than because of death, total disability or normal retirement (age 65 or older) was thirty days from the date of termination. The amendment applies to all previously granted option awards made to company employees, including the company's current named executive officers as listed in its 2009 definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2009.

(a) On May 6, 2009, at the company's annual meeting of stockholders, the company's stockholders approved two amendments to the Plum Creek Timber Company, Inc. Restated Certificate of Incorporation (the "Certificate"). The first amendment eliminated a provision in Paragraph A of Article Fifth of the Certificate that required plurality voting in director elections. The second amendment increased the stock ownership limitation in Paragraph E of Article Fourth of the Certificate from 5% to 9.8% per holder by amending the definition of "Ownership Limit" in Article Eleventh of the Certificate. The second amendment also eliminated from the Certificate all references to the "Excluded Holder", as previously defined in Article Eleventh of the Certificate. The named individuals comprising the definition of "Excluded Holder" had previously been exempted from the stock ownership limitations in Article Fourth of the Certificate.

The amendments to the Certificate became effective on May 6, 2009. For a copy of the actual Certificate of Amendment, please refer to Exhibit 3.1, which is incorporated herein by reference and filed as an exhibit to this current report on Form 8-K.

(d) Exhibits. The following exhibits are filed with this report:

Exhibit No.

    3.1           Certificate of Amendment to the Restated Certificate of
                  Incorporation of Plum Creek Timber Company, Inc., effective
                  May 6, 2009 (filed herewith).