**Exhibit 10.21**

**FORM OF INDEMNITYAGREEMENT**

ThisIndemnity Agreement (“Agreement”) is made and entered into as of [DATE] by andbetween PLUM CREEKTIMBER COMPANY, INC., a Delaware corporation(the “Company”), and [NAME OF OFFICER/DIRECTOR] (the “Agent”).

WHEREAS,it is essential to the Company to attract and retain as directors and officersthe most capable persons reasonably available;

WHEREAS,the Agent is a director and/or officer of the Company;

WHEREAS,both the Company and Agent recognize the increased risk of litigation and otherclaims being asserted against directors and/or officers of public companies intoday’s environment;

WHEREAS,basic protection against undue risk of personal liability of directors andofficers in the past has been provided to a significant extent throughinsurance coverage providing reasonable protection at reasonable cost; butsubstantial changes in the marketplace for such insurance has made itincreasingly difficult to obtain such insurance;

WHEREAS,the current difficulty in obtaining adequate insurance and uncertaintiesrelating to indemnification have increased the risk of being unable to attractand retain such persons;

WHEREAS,the Board of Directors of the Company has determined that the inability toattract and retain such persons would be detrimental to the best interests ofthe Company and its stockholders and that the Company should seek to assuresuch persons that there will be increased certainty of such protection in thefuture;

WHEREAS,in recognition of the need for corporations to be able to induce capable andresponsible persons to accept positions as directors and/or members ofmanagement of business corporations, Delaware law authorizes corporations toindemnify and advance certain expenses to their directors and officers, andfurther authorizes corporations to purchase and maintain insurance for thebenefit of their directors and officers;

WHEREAS,the Certificate of Incorporation and By-laws of the Company require the Companyto indemnify and advance expenses to its directors and officers to the fullestextent permitted by law and the Agent has been serving and continues to serveas a director or officer of the Company in part in reliance on such Certificateof Incorporation and By-laws; and

WHEREAS,in recognition of the need to provide the Agent with the ability to resist anddefend against unjustified and deficient claims, and with substantialprotection against personal liability arising from such claims, the increasingdifficulty in obtaining satisfactory director and officer liability insurancecoverage and the Agent’s reliance on the Company’s Certificate of Incorporationand By-laws in order to procure the Agent’s continued service as a directorand/or officer of the Company and to enhance the Agent’s ability to serve theCompany in an effective manner, and in order to provide such ability andprotection pursuant to express contract rights (intended to be enforceableirrespective of, among other things, any amendment to the Company’s Certificateof Incorporation or By-laws, any change in the composition of the Company’sBoard of Directors or any change-in-control or business combination transactionrelating to the Company), the Company wishes to provide in this Agreement forthe indemnification of and the advancement of Expenses (as defined in Section1) to the Agent to the fullest extent (whether partial or complete) permittedby law and 

 

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as set forth in this Agreement andfor the continued coverage of the Agent under the Company’s directors’ andofficers’ liability insurance policies.

 

NOW,THEREFORE, in consideration of tine foregoing recitals and the mutualagreements set forth herein, the parties hereby agree as follows:

1.  **Indemnificationand Advancement of Expenses.**Subjectto Section 5, the Company agrees that (i) if the Agent is made a party,or is threatened to be made a party, to any action, suit or proceeding, whethercivil, criminal, arbitrative, administrative or investigative, pursuant to anyalternative dispute mechanism or other, and whether made pursuant to federal,state or other laws, by reason of the fact that he or she is or was an officer,employee, director, agent, fiduciary or representative of the Company or is orwas serving at the request of the Company as an officer, director, employee,director, partner, agent, fiduciary or representative of another trust,corporation, limited liability company, partnership, joint venture or otherentity or enterprise, including service with respect to employee benefit plans,whether or not the basis of such Proceeding is the Agent’s alleged action in anofficial capacity while serving as an officer, director, employee, fiduciary,partner, agent or representative (a “Proceeding”), or (ii)**if any claim, demand,request, threat, discovery request, inquiry, investigation, or request fortestimony or information is made, or threatened to be made, (whether or notrelating to any event or occurrence prior to the date hereof) that arises outof or relates to the Agent’s service in any of the foregoing capacities (a“Claim”, and together with a “Proceeding”, an “Indemnifiable Action”), then theAgent shall promptly be indemnified and held harmless by the Company to thefullest extent legally permitted or authorized by the Certificate ofIncorporation or By-laws of the Company, against any and all costs, expenses,liabilities and losses (including, without limitation, reasonable anddocumented attorneys’ fees, experts’ fees, witness fees, court costs, retainers,transcript fees, duplicating costs, printing and binding costs, telephonecharges, postage, delivery service fees, judgments, interest, expenses ofinvestigation, penalties, fines, ERISA excise taxes or penalties, and amountspaid or to be paid in settlement and all other costs, expenses and otheramounts paid or payable in connection with investigating, defending, being awitness in or participating in (including on appeal), or preparing toinvestigate, defend, be a witness in or participate in (including on appeal),any Indemnifiable Action) paid or payable by the Agent in connection therewith(“Expenses”). In connection with any such Indemnifiable Action, the Companyshall, at the Agent’s option,  pay allExpenses on behalf of the Agent directly to any service provider or vendorwithin five (5) business days of receipt by the Company of a proper invoicereasonably detailing the Expenses.  Ifthe Agent does not choose to have the Company pay Expenses directly to suchservice providers or vendors consistent with the foregoing, then in connectionwith any such Indemnifiable Action, the Company shall either  advance to the Agent funds in an amountsufficient to pay all Expenses,  reimbursethe Agent for all Expenses actually paid by the Agent, or advance to the Agentall Expenses payable by the Agent in each case within five (5) business daysafter receipt by the Company from the Agent of a written request for suchpayment, advancement or reimbursement, provided that  the Agent shall repay, without interest, anyamounts actually advanced to the Agent that, at the final disposition of theIndemnifiable Action to which the advance related, were in excess of amountspaid or payable by the Agent in respect of Expenses related to, arising out ofor resulting from such Indemnifiable Action. In connection with any such payment, advance or reimbursement, the Agentundertakes and agrees to repay any amounts paid, advanced or reimbursed by theCompany in respect of Expenses relating to, arising out of or resulting fromany Indemnifiable Action in respect of which it shall have been determined,following the final disposition of such Indemnifiable Action and in accordancewith Section 5, that the Agent is not entitled to indemnification  hereunder; it being understood and agreedthat the foregoing shall satisfy any requirement that the Agent provide theCompany with an undertaking to repay any advancement of Expenses prior to thepayment, advancement or reimbursement thereof by the Company .  Notwithstanding the foregoing, the Agent willnot be indemnified against Claims against the Agent arising due to violationsof Section 16 under the Securities Exchange Act of 1934.  Indemnification shall be made from thelegally available assets of the Company and no shareholder of the Company shallbe personally liable to the Agent under this Agreement.  If the Agent is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion ofany Expenses but not for all of the total amount thereof, the Company shallnevertheless indemnify the Agent for the portion thereof to which the Agent isentitled.

2.    **IndemnificationProcedures.**To obtainindemnification under this Agreement in respect of an Indemnifiable Action, theAgent shall submit to the Company a written request therefore, including abrief description (based upon information then available to the Agent) of suchIndemnifiable Action.  If, at the time ofthe receipt of such request, the Company has D&O Insurance (as defined inSection 9) in effect under 

 

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which coverage for such Indemnifiable Action ispotentially available, the Company shall give prompt written notice of suchIndemnifiable Action to the applicable insurers in accordance with theprocedures set forth in the applicable policies.  The Company shall provide to the Agent a copyof such notice delivered to the applicable insurers, and copies of allsubsequent correspondence between the Company and such insurers regarding theIndemnifiable Action, in each case substantially concurrently with the deliveryor receipt thereof by the Company.  Thefailure by the Agent to timely notify the Company of any Indemnifiable Actionshall not relieve the Company from any liability hereunder unless, and only tothe extent that, the Company did not otherwise learn of such IndemnifiableAction and such failure results in forfeiture by the Company of substantialdefenses, rights or insurance coverage.

The Company shall be entitled to assume the defense of any Proceeding inwhich the Agent has been made a defendant and which the Agent seeksindemnification under this Agreement. Notwithstanding the foregoing, if theAgent reasonably determines that there may be a conflict between the positionsof the Company or the other parties to the proceeding that are indemnified bythe Company and not represented by separate counsel (the “Other IndemnifiedParties”) and the Agent in connection with any such Proceeding, or if the Agentotherwise reasonably concludes that representation of both the Company or theOther Indemnified Parties and the Agent by the same counsel would be inappropriate (e. g., due to actualor potential differing interests between them), or if the Proceeding involvesthe Agent, but neither the Company nor any other Indemnified Party, and theAgent reasonably withholds consent to being represented by the counsel selectedby the Company, then counsel selected by the Agent shall conduct the defense ofthe Agent to the extent reasonably determined by such counsel to be necessaryto protect the interests of the Agent, and the Company shall indemnify theAgent therefor to the extent otherwise permitted hereunder. If the Companyshall not have elected to assume the defense of any such Proceeding for the Agentwithin thirty (30) days after receiving notice written thereof from the Agent,the Company shall be deemed to have waived any right it might otherwise have toassume such defense.  The Company shallnot be liable to the Agent under this Agreement for any amounts paid insettlement of any threatened or pending Indemnifiable Action affected withoutthe Company’s prior written consent.  TheCompany shall not, without the prior written consent of the Agent, effect anysettlement of any threatened or pending Indemnifiable Action which the Agent isor could have been a party unless such settlement solely involves the paymentof money and includes a complete and unconditional release of the Agent fromall liability on any claims that are the subject matter of such IndemnifiableAction.  Neither the Company nor theAgent shall unreasonably withhold its consent to any proposed settlement; providedthat the Agent may withhold consent to any settlement that does not provide acomplete and unconditional release of the Agent.

 

3.   **Indemnification for Additional Expenses. **Without limiting the generality or effect of the foregoing,the Company shall indemnify and hold harmless the Agent against and, ifrequested by the Agent, shall reimburse the Agent for, or advance to the Agent,within five business days of such request, any and all Expenses paid or payableby the Agent or which the Agent determines are reasonably likely to be paid orpayable by the Agent in connection with any Claim or Proceeding made,instituted or conducted by the Agent for (a) indemnification or reimbursementor advance payment of Expenses by the Company under any provision of thisAgreement, or under any other agreement or provision of the Company’sCertificate of Incorporation or By-laws now or hereafter in effect relating toIndemnifiable Actions, and/or (b) recovery under any D&O Insurance (asdefined in Section 9) now or hereafter maintained by the Company, regardless ineach case of whether the Agent ultimately is determined to be entitled to suchindemnification, reimbursement, advance or insurance recovery, as the case maybe, referred to in clause (a) or (b) of this sentence; provided, however,that the Agent shall return, without interest, any such advance of Expenses (orportion thereof) which remains unspent at the final disposition of the Claim orProceeding to which the advance related.

 

4.   **Period of Limitations. **Nolegal action shall be brought and no cause of action shall be asserted by or inthe right of the Company against the Agent, the Agent’s spouse, assigns, heirs,devisees, executors, administrators or personal or legal representatives afterthe expiration of two years from the date of the facts which gave rise to suchcause of action, and any claim or cause of action of the Company shall beextinguished and deemed released unless asserted by the timely filing of alegal action within such two-year period; provided, however, thatif any shorter period of limitations is otherwise applicable to any such causeof action such shorter period shall govern.

 

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5.  **  Determination of Right to Indemnification.**

 

(a)               To the extent that the Agentshall have been successful on the merits or otherwise in defense of anyIndemnifiable Action or any portion thereof or in defense of any issue ormatter therein, including, without limitation, dismissal with or withoutprejudice, the Agent shall be indemnified against all Expenses relating to,arising out of or resulting from such Indemnifiable Action or portion thereofor issue or matter therein in accordance with Section 1 and no Standard ofConduct Determination (as defined below in Section 5(b)) shall be required.

 

(b)               To the extent that the provisionsof Section 5(a) are inapplicable to an Indemnifiable Action that shall havebeen finally disposed of, there has been no Change of Control pursuant toSection 5(f) and there has been no Potential Change of Control pursuant toSection 5(g), any determination of whether the Agent has satisfied any applicablestandard of conduct under Delaware law that is a legally required conditionprecedent to indemnification of the Agent hereunder against Expenses relatingto, arising out of or resulting from such Indemnifiable Action (a “Standard ofConduct Determination”) shall be made at the election of the Agent,  (i) by a majority vote of directors of theCompany who are not and were not a party to the Claim or Proceeding in respectof which indemnification is sought by the Agent (“Disinterested Directors”),even if less than a quorum of the Board of Directors or, if such DisinterestedDirectors so direct, by a majority vote of a committee of DisinterestedDirectors designated by a majority vote of all Disinterested Directors, (ii) byIndependent Counsel (as defined below in Section 5(f)) in a written opinionaddressed to the Board of Directors, a copy of which shall be delivered to theAgent or (iii) by a panel of three arbitrators, one of whom is selected by theAgent, another of whom is selected by the Company and the last of whom isselected by the first two arbitrators so selected.  The Agent will cooperate with the person orpersons making such Standard of Conduct Determination, including providing tosuch person or persons, upon reasonable advance request, any documentation orinformation which is not privileged or otherwise protected from disclosure andwhich is reasonably available to the Agent and reasonably necessary to suchdetermination.  The Company shallindemnify and hold harmless the Agent against and, if requested by the Agent,shall reimburse the Agent for, or advance to the Agent, within five businessdays of such request, any and all costs, expenses and other amounts (includingattorneys’ and experts’ fees and expenses) paid or payable by the Agent in socooperating with the person or persons making such Standard of ConductDetermination.

 

(c)               The Company shall use itsreasonable best efforts to cause any Standard of Conduct Determination requiredunder Section 5(b) to be made as promptly as practicable.  If (i) the person or persons empowered orselected under Section 5 to make the Standard of Conduct Determination shallnot have made a determination within 30 days after the later of (A) receipt bythe Company of written notice from the Agent advising the Company of the finaldisposition of the applicable Indemnifiable Action and (B) receipt by theCompany of written notice from the Agent notifying the Company of the Agent’schoice of forum pursuant to Section 5(b) (the later of the events specified inclause (A) and clause (B) being the “Notification Date”) and (ii) the Agent shall have fulfilled itsobligations set forth in the second sentence of Section 5(b), then the Agentshall be deemed to have satisfied the applicable standard of conduct; providedthat such 30-day period may be extended for a reasonable time, not to exceed anadditional 30 days, if the person or persons making such determination in goodfaith requires such additional time for the obtaining or evaluation ofdocumentation and/or information relating to such determination.

 

(d)               If the Agent shall be entitled toindemnification hereunder against any Expenses under circumstances where (i) nodetermination of whether the Agent has satisfied any applicable standard ofconduct under Delaware law is a legally required condition precedent toindemnification of the Agent hereunder against such Expenses, or (ii) the Agenthas been determined or deemed pursuant to Section 5(b) or (c) to have satisfiedany applicable standard of conduct under Delaware law which is a legallyrequired condition precedent to indemnification of the Agent hereunder againstsuch Expenses, then the Company shall pay such expenses to the Agent, withinfive business days after the later of (x) the Notification Date in respect ofthe Indemnifiable Action or portion thereof to which such Expenses are related,out of which such Expenses arose or from which such Expenses resulted and (y)the earliest date on which the applicable criterion specified in clause (i) or(ii) above shall have been satisfied.

 

(e)               If a Standard of ConductDetermination is to be made by Independent Counsel pursuant to Section 5(b),the Independent Counsel shall be selected by the Agent, and the Agent shallgive written notice to the Company advising it of the identity of theIndependent Counsel so selected.  TheCompany may, within five business days after receiving written notice ofselection from the Agent, deliver to the Agent a written objection to suchselection; provided, however, that such objection may be assertedonly on the ground that the Independent Counsel so selected does not satisfythe criteria set forth in the definition of “Independent Counsel” in Section5(f), and the objection shall set forth 

 

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with particularity thefactual basis of such assertion.  Absenta proper and timely objection, the person or firm so selected shall act asIndependent Counsel.  If such written objectionis properly and timely made and substantiated, (i) the Independent Counsel soselected may not serve as Independent Counsel unless and until such objectionis withdrawn or a court has determined that such objection is without merit and(ii) the Agent may, at its option, select an alternative Independent Counsel andgive written notice to the Company advising the Company of the identity of thealternative Independent Counsel so selected, in which case the provisions ofthe two immediately preceding sentences and clause (i) of this sentence shallapply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediatelypreceding sentence shall apply to successive alternative selections.  If no Independent Counsel that is permittedunder the foregoing provisions of this Section 5(e) to make the Standard ofConduct Determination shall have been selected within 30 days after the Agentgives its initial notice pursuant to the first sentence of this Section 5(e) orthe Company gives its initial notice pursuant to the second sentence of thisSection 5(e), as the case may be, either the Company or the Agent may petitionthe Court of Chancery of the State of Delaware for resolution of any objectionwhich shall have been made by the Company or the Agent to the other’s selectionof Independent Counsel and/or for the appointment as Independent Counsel of aperson selected by the Court or by such other person as the Court shalldesignate, and the person or firm with respect to whom all objections are soresolved or the person or firm so appointed will act as IndependentCounsel.  In all events, the Companyshall pay all of the reasonable fees and expenses of, and all other fees,expenses and other amounts paid or payable by, the Independent Counsel in connectionwith the Independent Counsel’s determination pursuant to Section 5(b),including in connection with any challenge thereto or defense thereof, and theCompany shall fully indemnify and hold harmless such counsel against any andall expenses (including attorney’s fees), claims, liabilities and damagesarising out of or relating to this Agreement or its engagement pursuant hereto.

 

(f)                The Company agrees that if thereis a Change in Control (as defined below) of the Company, then with respect toall matters thereafter arising concerning the rights of the Agent to indemnitypayments and advances of any Expenses under this Agreement or any otheragreement or Company by-law now or hereafter in effect relating toIndemnifiable Actions, the Company shall seek legal advice only fromIndependent Counsel (as defined below) selected by the Agent and approved bythe Company (which approval shall not be unreasonably withheld).  Such counsel, among other things, shallrender its written opinion to the Company and the Agent as to whether and towhat extent the Agent would be permitted to be indemnified under applicablelaw.  In all events, the Company shallpay all of the reasonable fees and expenses of, and all other fees, expensesand other amounts paid or payable by, the Independent Counsel referred to inthis Section 5(f) in connection with the foregoing, including in connectionwith any challenge to or defense of any action or decision of such IndependentCounsel, and the Company shall fully indemnify and hold harmless such counselagainst any and all expenses (including attorney’s fees), claims, liabilitiesand damages arising out of or relating to this Agreement or its engagementpursuant hereto.

 

“Change in Control” meansthe occurrence after the date of this Agreement of any of the following events:

 

(i) any individual,entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of theExchange Act) (a “Person”), is or becomes the beneficial owner (within themeaning of Rule 13d-3 promulgated under the Exchange Act), directly orindirectly, of 50% or more of the total voting power of the then outstandingVoting Stock; provided, however, that the following events shallnot constitute or result in a Change in Control: (A) any acquisition of VotingStock directly from the Company, (B) any acquisition of Voting Stock by theCompany, (C) any acquisition of Voting Stock by any employee benefit plan (orrelated trust, or any trustee or other fiduciary thereof in such capacity)sponsored or maintained by the Company or any Subsidiary or (D) any acquisitionof Voting Stock by any Person pursuant to a Business Combination that complieswith clauses (A), (B) and (C) of Section (iii) below; or

 

(ii) during any two-yearperiod, individuals who, as of the beginning of such period, constitute theBoard of Directors (the “Incumbent Directors”) cease for any reason (other thandeath or disability) to constitute at least a majority of the Board ofDirectors; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, or nomination forelection by the Company’s stockholders, was approved by a vote of at least amajority of the then Incumbent Directors (either by a specific vote or byapproval of the proxy statement of the Company in which such person is named asa nominee for director, without objection of the Company, to such nomination)shall be considered as though such individual were an Incumbent Director, butexcluding for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest (asdescribed in Rule 14a-

 

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12(c) of the Exchange Act) with respect to theelection or removal of directors or other actual or threatened solicitation ofproxies or consents by or on behalf of a Person other than the Board ofDirectors; or

 

(iii) consummation of areorganization, merger or consolidation, or sale or other disposition of all orsubstantially all of the assets, of the Company (a “Business Combination”),unless, in each case, immediately following such Business Combination, (A) allor substantially all of the individuals and entities who were the beneficialowners of Voting Stock of the Company immediately prior to such BusinessCombination beneficially own, directly or indirectly, more than 50% of thecombined voting power of the then outstanding voting securities entitled tovote generally in the election of directors of the entity resulting from suchBusiness Combination (including, without limitation, an entity which as aresult of such transaction owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions relative to each other as their ownership,immediately prior to such Business Combination, of the Voting Stock of theCompany, (B) no Person (excluding any entity resulting from such BusinessCombination or any employee benefit plan (or related trust, or any trustee orother fiduciary thereof in such capacity) sponsored or maintained by theCompany, any Subsidiary or such entity resulting from such BusinessCombination) beneficially owns, directly or indirectly, voting securitiesrepresenting 15% or more of the combined voting power of the then outstanding votingsecurities entitled to vote generally in the election of directors of theentity resulting from such Business Combination except to the extent such ownership existed prior to the BusinessCombination and (C) at least a majority of the members of the board ofdirectors of the entity resulting from such Business Combination were IncumbentDirectors at the time of the execution of the initial agreement or of theaction of the Board of Directors providing for such Business Combination; or

 

(iv)  approval by the stockholders of the Companyof a plan of complete liquidation or dissolution of the Company, exceptpursuant to a Business Combination that complies with clauses (A), (B) and (C)of Section (iii) above.

 

(v) For purposes of thisSection, the following terms shall have the following meanings:

 

(A)          “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder.

 

(B)           “Subsidiary” means an entity in whichthe Company directly or indirectly beneficially owns 50% or more of theoutstanding Voting Stock.

 

(C)           “Voting Stock” means securitiesentitled to vote generally in the election of directors.

 

“Independent Counsel”means a law firm, or a member of a law firm, that is experienced in matters ofcorporation law and neither presently is, nor in the past five years has been,retained to represent:  (i) the Companyor the Agent in any matter material to either such party (other than withrespect to matters concerning the Agent under this Agreement, or of otherindemnitees under similar indemnification agreements), or (ii) any other partyto the Indemnifiable Action giving rise to indemnification hereunder.  Notwithstanding the foregoing, the term“Independent Counsel” shall not include any person who, under the applicablestandards of professional conduct then prevailing, would have a conflict ofinterest in representing either the Company or the Agent in an action todetermine the Agent’s rights under this Agreement.

 

(g)               In the event of a Potential Changein Control (as defined below), the Company shall, upon written request by theAgent, create a trust for the benefit of the Agent and from time to time uponwritten request of the Agent shall fund such trust in an amount sufficient tosatisfy any and all Expenses relating to an Indemnifiable Action reasonablyanticipated at the time of each such request to be incurred in connection withinvestigating, preparing for and defending any Indemnifiable Action any and alljudgments, fines, penalties and settlement amounts of any and all Expenses fromtime to time actually paid or claimed, reasonably anticipated or proposed to bepaid.  The amount or amounts to bedeposited in the trust pursuant to the foregoing funding obligation shall bedetermined by the Independent Counsel referred to in Section 5(f) but in noevent shall exceed an amount equal to the policy limits of any D&OInsurance (as hereafter defined) then in effect or $50,000,000, whichever isgreater.  The terms of the trust shallprovide that upon a Change in Control (i) the trust shall not be revoked or theprincipal thereof invaded, without the written consent of the Agent, (ii) thetrustee shall advance, within two business days of a request by the Agent, anyand 

 

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all Expenses to the Agent(and the Agent hereby agrees to reimburse the trust under the circumstancesunder which the Agent would be required to reimburse the Company under Section1 of this Agreement), (iii) the trust shall continue to be funded by theCompany in accordance with the funding obligation set forth above, (iv) thetrustee shall promptly pay to the Agent all amounts for which the Agent shallbe entitled to indemnification pursuant to this Agreement or otherwise, and (v)all unexpended funds in such trust shall revert to the Company upon a finaldetermination by any forum listed in Section 5(b) or a court of competentjurisdiction, as the case may be, that the Agent has been fully indemnifiedunder the terms of this Agreement.  Thetrustee shall be chosen by the Agent. Nothing in this Section 5(g) shall relieve the Company of any of itsobligations under this Agreement.

 

“Potential Change inControl” shall be deemed to have occurred if (i) the Company enters into anagreement, the consummation of which would result in the occurrence of a Changein Control; (ii) any person (including the Company) publicly announces anintention to take or to consider taking actions which if consummated wouldconstitute a Change in Control; (iii) any person, other than a trustee or otherfiduciary holding securities under an employee benefit plan of the Company or acorporation owned, directly or indirectly, by the stockholders of the Companyin substantially the same proportions as their ownership of stock of theCompany, who is or becomes the beneficial owner, directly or indirectly, ofsecurities of the Company representing 9.5% or more of the combined votingpower of the Company’s then outstanding Voting Stock, increases his beneficialownership of such securities by five percentage points (5%) or more over thepercentage so owned by such person; or (iv) the Board of Directors adopts aresolution to the effect that, for purposes of this Agreement, a PotentialChange in Control has occurred.

 

6.   **Presumption of Entitlement**. In making any Standard of Conduct Determination or other determinationrelating to this Agreement, the person or persons making such determinationshall presume that the Agent has satisfied the applicable standard of conductor otherwise is entitled to the treatment hereunder requested by the Agent, andthe Company shall have the burden of proof to overcome such presumption andshall satisfy such burden of proof (and the person or persons making suchdetermination shall be entitled to reach a conclusion contrary to suchpresumption) only if the Company adduces clear and convincing evidence to thecontrary.  Any Standard of ConductDetermination that is adverse to the Agent may be challenged by the Agent inthe Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or anyIndependent Counsel or any arbitration panel) that the Agent has not satisfiedany applicable standard of conduct shall be a defense to any Claim by the Agentfor indemnification or reimbursement or advance payment of Expenses by theCompany hereunder or create a presumption that the Agent has not met anyapplicable standard of conduct.

 

7.   **No Other Presumption.** For purposes of this Agreement, the termination of any Claim orProceeding by judgment, order, settlement (whether with or without courtapproval) or conviction, or upon a plea of *nolocontendere* or its equivalent, will not create a presumption that theAgent did not meet any applicable standard of conduct or that indemnificationhereunder is otherwise not permitted.

 

8.  **Reliance asSafe Harbor; Actions of Others.**

 

(a)  For purposes of any Standard of ConductDetermination, the Agent shall be deemed to have met the requisite standard ofconduct if the Agent’s action is based on the records or books of account ofthe Company, including financial statements, or on information supplied to theAgent by the officers of the Company in the course of their duties, or on theadvice of legal counsel for the Company or on information or records given orreports made to the Company by an independent certified public accountant or byan appraiser or other expert selected with reasonable care by the Company.  The provisions of this Section 8 shall not bedeemed to be exclusive or to limit in any way the other circumstances in whichthe Agent may be deemed to have met the applicable standard of conduct setforth in this Agreement.

 

(b)  The knowledge and/or actions, or failure toact, of any director, officer, agent or employee of the Company shall not beimputed to the Agent for purposes of determining the right to indemnificationunder this Agreement.

 

9.   **D&O Liability Insurance.**

 

(a) Subject only to theprovisions of Section 9(b) hereof, so long as the Agent shall continue to serveas an officer or director of the Company (or shall continue at the request ofthe Company to serve as a director, officer, partner, employee, fiduciary oragent of another business trust, company, partnership, joint venture or otherenterprise or an employee benefit plan), and thereafter so long as the Agentshall be subject to any possible claim or threatened, 

 

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pending or completedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that the Agent was a director and/orofficer of the Company or served in any of said other capacities, the Companyshall purchase and maintain in effect, including through the obtaining orexercise of appropriate “tail” coverage, one or more valid, binding andenforceable insurance policies issued by a reputable insurer or insurersprotecting the Company directors and the Company officers (subject to customarylimitations and exceptions) against losses, costs and expenses arising out ofany such claim, action, suit or proceeding (“D&O Insurance’“), whichD&O Insurance shall provide coverage in all respects at least comparable tothat presently provided, and shall cause the Agent to be covered by such policyor policies.

 

The Company shall not berequired to maintain in effect the policy or policies of D&O Insurancecontemplated by the first paragraph of this Section 9(a) at any time at which(i) said insurance is not generally available, or (ii) in the reasonablebusiness judgment of the persons then constituting the Board of Directors,either (I) the premium cost for such insurance is substantiallydisproportionate to the amount of coverage afforded, or (II) the coverageprovided by such insurance is so limited and/or subject to such exclusions thatthere is insufficient benefit to the Company and the other insureds from suchinsurance; provided, however, that to the extent that the Companymaintains any D&O Insurance, the Agent shall be covered by such policy orpolicies, in accordance with its or their terms, to the maximum extent of thecoverage available for any Company director or Company officer under suchpolicy or policies, and, further, that in the event the Company does notpurchase and maintain in effect the policy or policies of D&O Insurancecontemplated by this Section 9(a), the Company shall indemnify, and advanceexpenses to, the Agent to the full extent of the coverage that would otherwisehave been provided for the benefit of the Agent pursuant to such D&OInsurance.

 

(b) The Company’sobligation under this Section 9 shall terminate as of the sixth anniversary ofthe date on which Agent ceases to render any service or to act in any capacityspecified in Section 1 hereof.

 

 

10.  **IndemnityLimitation.** The Company shall not be liable under this Agreement tomake any payment (i) with respect to any Expenses to the extent that the Agenthas already been unconditionally reimbursed from other sources or (ii) for anaccounting of profits made from the purchase or sale by the Agent of securitiesof the Company within the meaning of Section 16(b) of the Securities ExchangeAct of 1934, as amended, or similar provisions of any state statutory law orcommon law.

 

11.  **Subrogation.**In the event of any payment by the Company under this Agreement, theCompany shall be subrogated to the extent of such payment to all of the rightsof recovery of the Agent, who shall (upon reasonable written request by theCompany and at the Company’s sole expense) execute all documents, and take allreasonable actions as are necessary to enable the Company to enforce suchrights.

 

12.  **Notice byAgent.** Agent agrees promptly to notify the Company in writing uponbeing served with any summons, citation, subpoena, complaint, indictment,information or other document relating to any Proceeding or matter which may besubject to indemnification or advancement of expenses covered hereunder; but nodelay in complying with the foregoing obligation shall in any way limit oraffect Agent’s rights or the Company’s obligations under this Agreement.

 

13.  **Notice.**For all purposes of this Agreement, all communications, including withoutlimitation notices, consents, requests or approvals, required or permitted tobe given hereunder shall be in writing and shall be deemed to have been dulygiven when hand delivered or dispatched by electronic facsimile transmission(with receipt thereof orally confirmed), or five business days after havingbeen mailed by United States registered or certified mail, return receiptrequested, postage prepaid or one business day after having been sent for nextday delivery by a nationally recognized overnight courier service, addressed tothe Company at 999 Third Avenue, Suite 4300, Seattle, Washington 98104Attn:Corporate Secretary and to the Agent at the addresses shown on thesignature page hereto, or to such other address as any party may have furnishedto the other in writing and in accordance herewith, except that notices ofchanges of address will be effective only upon receipt.

 

14.  **Rights Not Exclusive.**Nothing herein shall be deemed to diminish or otherwise restrict any rights toindemnification or to advancement of costs and expenses that the Agent may haveoutside this Agreement, including without limitation rights under any provisionof the Certificate of Incorporation or By-laws of the Company, under laws ofthe jurisdiction under which the Company was organized at the time that theclaim against the Agent arose, or under 

 

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any other agreement towhich the Agent is a party (collectively, “Other Indemnity Provisions”). TheCompany will not adopt any amendment to the Certificate of Incorporation orBy-laws of the Company the effect of which would be to deny, diminish orencumber the Agent’s right to indemnification under this Agreement or any OtherIndemnity Provision.

 

15.  **Successors.**The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation, reorganization or otherwise) to all orsubstantially all of the business or assets of the Company, by agreement inform and substance satisfactory to the Agent and his or her counsel, expresslyto assume and agree to perform this Agreement in the same manner and to thesame extent the Company would be required to perform if no such succession hadtaken place.  This Agreement shall bebinding upon and inure to the benefit of the Company and any successor to theCompany, including without limitation any person acquiring directly orindirectly all or substantially all of the business or assets of the Companywhether by purchase, merger, consolidation, reorganization or otherwise (andsuch successor will thereafter be deemed the “Company” for purposes of thisAgreement), but shall not otherwise be assignable or delegatable by theCompany.

 

16.  **Severability.**Should any section, clause or provision of this Agreement be held to beinvalid, illegal, or unenforceable, in whole or in part, the remainingprovisions of this Agreement shall remain fully enforceable and binding uponthe parties.

 

17.  **Modificationand Waiver.** This Agreement supersedes in its entirety any existingor prior agreement between the Company and Agent pertaining to the subjectmatter of indemnification and insurance thereof.  No supplement, modification or amendment ofthis Agreement shall be binding unless executed in writing by both of theparties hereto or their respective successors or legal representatives. Nowaiver by either party of any breach by the other party of any condition orprovision contained in this Agreement to be performed by such other party shallbe deemed a waiver of similar or dissimilar condition or provision at the sameor at any prior or subsequent time. Any waiver must be in writing and signed bythe waiving party or such party’s successor or legal representative.

 

18.  **Headings.**  The headings of the sections of thisAgreement are for convenience only and shall not be deemed to control or affectthe meaning or construction of any provision of this Agreement.

 

19.  **Counterparts.**This Agreement may be executed in one or more counterparts each of which shallbe an original, but all of which, when taken together, shall constitute one andthe same agreement.

 

20.  **Duration.**This Agreement shall continue until and terminate upon the later of (a) 10years after Agent has ceased to occupy any position or have any relationshipwith the Company or (b) the final determination of all pending or threatenedactions, suits, proceedings or investigations with respect to the Agent. ThisAgreement shall he binding upon the Company and its successors and assigns andshall inure to the benefit of the Agent and his spouse, assigns, heirs,devisees, executors, administrators or personal or legal representatives.

 

21.  **ApplicableLaw.** This Agreement shall be governed by and construed and enforcedin accordance with the law of the State of Delaware without reference toprinciples of conflict of laws. The Company and the Agent each herebyirrevocably consent to the jurisdiction of the Chancery Court of the State ofDelaware for all purposes in connection with any action or proceeding whicharises out of or relates to this Agreement and agree that any action institutedunder this Agreement shall be brought only in the Chancery Court of the Stateof Delaware.

 

22.  **CertainInterpretive Matters**.  Noprovision of this Agreement shall be interpreted in favor of, or against,either of the parties hereto by reason of the extent to which any such party orits counsel participated in the drafting thereof or by reason of the extent towhich any such provision is inconsistent with any prior draft hereof orthereof.

 

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IN WITNESS WHEREOF, theundersigned have executed this Agreement as of the date first above written.

 
|   | PLUM CREEK TIMBER COMPANY, INC. |
|--------|---------------------------------|
|   | a Delaware corporation          |
|   |                            |   |
|   | By:                        |   |
|   |                            | Name: |   |   |
|   |                            | Title:  |   |   |
|   |                            |   |
|   | [Agent]                         |   |
|   | [Address]                       |   |
|   |                            |   |
|   |                            |
|   | [Agent]                         |   |
|        |                                 |  |  |  |  |

 

 

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