Plum Creek Pension Plan



 Exhibit 10.7 
 PLUM CREEK PENSION PLAN 
 AMENDED AND RESTATED 

EFFECTIVE JANUARY 1, 2007 







 PLUM CREEK PENSION PLAN 

PART A FOR 

SALARIED EMPLOYEES 







 TABLE OF CONTENTS 

 

									
		 		    		  	 	Page	  
		
	PREAMBLE	  	 	1	  
		
	ARTICLE I DEFINITIONS	  	 	3	  
		 	1.1	    	Accrued Benefit	  	 	3	  
		 	1.2	    	Active Participant	  	 	3	  
		 	1.3	    	Actuarially Equivalent/Actuarial Equivalent	  	 	3	  
		 	1.4	    	Affiliated Companies	  	 	5	  
		 	1.5	    	Authorized Leave of Absence	  	 	5	  
		 	1.6	    	Beneficiary	  	 	5	  
		 	1.7	    	Board of Directors of The Company	  	 	5	  
		 	1.8	    	Break in Service	  	 	6	  
		 	1.9	    	Code	  	 	6	  
		 	1.10	    	Company	  	 	6	  
		 	1.11	    	Compensation	  	 	6	  
		 	1.12	    	Credited Service	  	 	6	  
		 	1.13	    	Deferred Retirement Benefit	  	 	8	  
		 	1.14	    	Deferred Retirement Date	  	 	8	  
		 	1.15	    	Disabled	  	 	8	  
		 	1.16	    	Early Retirement Benefit	  	 	8	  
		 	1.17	    	Early Retirement Date	  	 	8	  
		 	1.18	    	Earnings	  	 	8	  
		 	1.19	    	Effective Date	  	 	10	  
		 	1.20	    	Eligible Employee	  	 	10	  
		 	1.21	    	Employee	  	 	10	  
		 	1.22	    	Employer	  	 	10	  
		 	1.23	    	Employment Commencement Date	  	 	11	  
		 	1.24	    	Entry Date	  	 	11	  
		 	1.25	    	ERISA	  	 	11	  
		 	1.26	    	Final Average Monthly Earnings	  	 	11	  
		 	1.27	    	Hour of Service	  	 	12	  
		 	1.28	    	Integration Level	  	 	13	  
		 	1.29	    	Normal Retirement Benefit	  	 	13	  
		 	1.30	    	Normal Retirement Date	  	 	13	  
		 	1.31	    	Participant	  	 	13	  
		 	1.32	    	Pension Committee	  	 	13	  
		 	1.33	    	Pension Starting Date	  	 	13	  
		 	1.34	    	Plan	  	 	13	  
		 	1.35	    	Plan Administrator	  	 	13	  
		 	1.36	    	Plan Year	  	 	14	  
		 	1.37	    	Predecessor Plan	  	 	14	  
		 	1.38	    	Retirement Date	  	 	14	  


  
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		 	1.39	    	Social Security Covered Compensation	  	 	14	  
		 	1.40	    	Social Security Retirement Age	  	 	14	  
		 	1.41	    	Social Security Taxable Wage Base	  	 	15	  
		 	1.42	    	Trust or Trust Fund	  	 	15	  
		 	1.43	    	Trustee	  	 	15	  
		 	1.44	    	Vested Termination Benefit	  	 	15	  
		 	1.45	    	Vested Termination Date	  	 	15	  
		 	1.46	    	Year of Service	  	 	15	  
		 	1.47	    	Additional Definitions in Plan	  	 	16	  
		
	ARTICLE II PARTICIPATION	  	 	17	  
		 	2.1	    	Eligibility for Participation	  	 	17	  
		 	2.2	    	Reemployment After Termination	  	 	17	  
		 	2.3	    	Change of Employment Status	  	 	18	  
		
	ARTICLE III RETIREMENT DATES	  	 	19	  
		 	3.1	    	Normal Retirement Date	  	 	19	  
		 	3.2	    	Early Retirement Date	  	 	19	  
		 	3.3	    	Deferred Retirement Date	  	 	19	  
		 	3.4	    	Vested Termination Date	  	 	19	  
		
	ARTICLE IV RETIREMENT BENEFITS	  	 	20	  
		 	4.1	    	Retirement Benefit	  	 	20	  
		 	4.2	    	Normal Retirement Benefit	  	 	24	  
		 	4.3	    	Early Retirement Benefit	  	 	24	  
		 	4.4	    	Deferred Retirement Benefit	  	 	25	  
		 	4.5	    	Vested Termination Benefit	  	 	26	  
		 	4.6	    	Reemployment After Termination	  	 	26	  
		 	4.7	    	Benefits For Terminated Participants	  	 	29	  
		
	ARTICLE V FORMS OF PAYMENT	  	 	30	  
		 	5.1	    	Forms of Payment	  	 	30	  
		 	5.2	    	Automatic Form of Benefit	  	 	32	  
		 	5.3	    	Limitation on Forms of Payment	  	 	33	  
		 	5.4	    	Benefit Notice, Benefit Election and Consent Requirements	  	 	33	  
		 	5.5	    	Directed Rollovers	  	 	40	  
		
	ARTICLE VI DEATH BENEFITS	  	 	41	  
		 	6.1	    	Pre-Retirement Death Benefit	  	 	41	  
		 	6.2	    	Post-Retirement Spouse’s Death Benefit	  	 	43	  
		
	ARTICLE VII VESTING	  	 	44	  
		 	7.1	    	Vesting	  	 	44	  
		 	7.2	    	Termination Prior to Vesting	  	 	44	  
		 	7.3	    	Forfeitures	  	 	45	  
		 	7.4	    	Amendment of Vesting Schedule	  	 	45	  


  
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	ARTICLE VIII LIMITATIONS ON BENEFITS	  	 	46	  
		 	8.1	    	Limitation on Benefits	  	 	46	  
		 	8.2	    	Maximum Annual Benefit Payable Under the Plan	  	 	48	  
		
	ARTICLE IX TOP HEAVY PROVISIONS	  	 	53	  
		 	9.1	    	Scope	  	 	53	  
		 	9.2	    	Top Heavy Status	  	 	53	  
		 	9.3	    	Minimum Top Heavy Benefit	  	 	55	  
		 	9.4	    	Vesting	  	 	56	  
		
	ARTICLE X ADMINISTRATION OF THE PLAN	  	 	58	  
		 	10.1	    	Plan Administrator	  	 	58	  
		 	10.2	    	The Pension Committee	  	 	58	  
		 	10.3	    	Expenses	  	 	61	  
		 	10.4	    	Bonding and Insurance	  	 	61	  
		 	10.5	    	Commencement of Benefits	  	 	62	  
		 	10.6	    	Appeal Procedure	  	 	64	  
		 	10.7	    	Plan Administration - Miscellaneous	  	 	65	  
		 	10.8	    	Domestic Relations Orders	  	 	69	  
		 	10.9	    	Plan Qualification	  	 	70	  
		 	10.10	    	Deductible Contribution	  	 	71	  
		 	10.11	    	Rollovers	  	 	71	  
		 	10.12	    	Payment of Benefits Through Purchase of Annuity Contract	  	 	71	  
		
	ARTICLE XI PARTICIPATION BY OTHER EMPLOYERS	  	 	72	  
		 	11.1	    	Adoption of Plan	  	 	72	  
		 	11.2	    	Prior Service	  	 	72	  
		 	11.3	    	Withdrawal from Participation	  	 	72	  
		 	11.4	    	Company As Agent For Employers	  	 	72	  
		
	ARTICLE XII AMENDMENT AND TERMINATION	  	 	73	  
		 	12.1	    	Amendment or Termination	  	 	73	  
		 	12.2	    	Amendment - Consolidation or Merger	  	 	74	  
		 	12.3	    	Termination of the Plan	  	 	74	  
		 	12.4	    	Effect of Withdrawal from Plan	  	 	75	  
		 	12.5	    	Allocation of the Trust on Termination of Plan	  	 	75	  
		
	ARTICLE XIII FUNDING	  	 	77	  
		 	13.1	    	Contributions to the Trust	  	 	77	  
		 	13.2	    	Trust for Exclusive Benefit of Participants	  	 	77	  
		 	13.3	    	Disposition of Credits and Forfeitures	  	 	77	  
		 	13.4	    	Trustee	  	 	77	  
		 	13.5	    	Investment Manager(s)	  	 	78	  
		
	APPENDIX I	  	 	79	  
		
	APPENDIX II	  	 	80	  
		
	APPENDIX III	  	 	82	  


  
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 PREAMBLE 
 THIS RETIREMENT PLAN (hereinafter referred to as the “Plan” and known as the Plum Creek Pension Plan) was adopted effective March 30, 1990 by Plum Creek Timber Company, L.P.

 WHEREAS, effective July 1, 1999 the Plan sponsor became Plum Creek Timberlands, L.P. (“Company”), the successor by
operation of law to Plum Creek Timber Company, L.P. pursuant to a corporate reorganization; and 
 WHEREAS, effective
September 1, 2000, the Plan is comprised of two parts including Part A for salaried employees and Part B for hourly employees; and 

WHEREAS, the Plum Creek Pension Plan Adoption Agreement for Salaried Employees shall be replaced by the terms of Part A of the Plan, effective
September 1, 2000; and 
 WHEREAS, the purpose of the Plan is to provide retirement benefits to Employees who become covered under the
Plan, and 
 WHEREAS, Plum Creek Timber Company, L.P. purchased certain assets from Plum Creek Timber Company, Inc., effective
June 8, 1989; and 
 WHEREAS, the Company adopted and became a participating employer in the Burlington Resources Inc. Pension Plan
effective June 8, 1989; and 
 WHEREAS, the Company ceased to be a participating employer in the Burlington Resources Inc. Pension
Plan effective March 29, 1990, and in lieu thereof adopted this Plan; and 
 WHEREAS, effective March 30, 1990, the
Burlington Resources Inc. Pension Plan transferred assets and liabilities to form this Plan; and 
 WHEREAS, this Plan was intended to provide
identical benefits on the effective date to those provided under the predecessor Burlington Resources Inc. Pension Plan as modified by the applicable adoption agreement on March 29; 1990, and 

WHEREAS, the Company purchased certain assets of Riverwood International Corporation (“Riverwood”) and, in connection therewith, wishes to
provide for participation in the Plan by certain former Riverwood employees who became Eligible Employees, effective October 18, 1996; and 
 WHEREAS, the Company purchased certain assets of Canfor USA (“Canfor”) and, in connection therewith, wishes to provide for participation in the Plan by certain former Canfor employees who
became Eligible Employees, effective June 1, 1998; and 
 WHEREAS, the Company purchased certain interests in a limited liability
company owned by S.D. Warren Company (“Warren”) and, in connection therewith, wishes to provide for participation in the Plan by certain former Warren employees who became Eligible Employees, effective November 13, 1998; and


  
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 WHEREAS, the Plan was amended and restated effective March 30, 1990, and that restatement was
amended ten times effective March 30, 1990, January 1, 1993, January 1, 1994, March 1, 1996, June 1, 1996, October 18, 1996, January 1, 1997, June 1, 1998,
November 13, 1998, and January 1, 2000; and 
 WHEREAS, the Plan was amended and restated effective September 1, 2000,
to provide cash balance benefits to salaried employees, and since that time was amended six times effective October 1, 2001, January 1, 2001, January 1, 2002, January 1, 2004, January 1, 2005, and
January 1, 2005; and 
 WHEREAS, the Plan was amended to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”) and such changes are intended as good faith compliance with the requirements of EGTRRA and shall be construed in accordance with EGTRRA and guidance issued thereunder and such amendment shall supersede the provisions
of the Plan to the extent those provisions are inconsistent with the provisions of EGTRRA; and 
 WHEREAS, except as otherwise provided, the
Plan was amended to comply with EGTRRA effective as of the first day of the first Plan Year beginning after December 31, 2001; and 

WHEREAS, the Plan shall be maintained for the exclusive benefit of covered employees, and is intended to comply with the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, and other applicable law; and 
 WHEREAS, the
terms of Part A of the Plan shall apply only to Eligible Employees and Participants covered under Part A of the Plan, and the terms of Part B of the Plan shall apply only to Eligible Employees and Participants covered under Part B of the Plan,
unless the Plan terms specifically apply to both Part A and Part B; and 
 NOW, THEREFORE, effective January 1, 2007, the Company does
hereby adopt the Plan as set forth in the following pages, with respect to Part A for salaried employees and as set forth in the Plum Creek Pension Plan Part B for hourly employees, except that any change required by federal law, including without
limitation amendments to the Internal Revenue Code, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act and regulations or rulings issued pursuant thereto shall be effective on the latest date on which such change
may become effective and comply with such laws. 

  
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 ARTICLE I 
 DEFINITIONS 
 The following terms when used herein shall have the following meaning, unless a
different meaning is plainly required by the context. Capitalized terms are used throughout the Plan text for terms defined by this and other sections. 
  

	1.1	Accrued Benefit 


“Accrued Benefit” means on any date, the Retirement Benefit determined under the formula specified in Section 4.1, as of
such date, commencing on the Participant’s Normal Retirement Date in the form of a Single Life Annuity. 
 Notwithstanding
any other Plan provision, a Participant’s Accrued Benefit shall not be less than his or her Accrued Benefit on the date immediately preceding the date on which any Plan provision that affects the Accrued Benefit is amended, except to the extent
permitted by applicable law. 
  

	1.2	Active Participant 


“Active Participant” means a Participant who currently qualifies as an Eligible Employee under either Part A or Part B of the
Plan. 
  

	1.3	Actuarially Equivalent/Actuarial Equivalent 

  

	 	(a)	General 


“Actuarially Equivalent” and similar terms (for purposes of other than determining contributions to the Trust Fund) means that
the present value of two payments or series of payments shall be of equal value when computed at an 8 percent rate of interest on the basis of the male mortality rates under the 1983 Group Annuity Mortality Table, provided, however, that
the following interest rates and mortality table shall apply for the purposes stated. 
  

	 	(b)	Before January 1, 2000 

 With respect to a Participant who terminates employment before January 1, 2000, the 1984 Unisex Pension Mortality Table set forward one year, and the interest rate for immediate or deferred
annuities that would be used by the Pension Benefit Guaranty Corporation (“PBGC”) to determine the present value of the Participant’s benefit upon termination of an insufficient trusteed single employer plan, as of the first day of
the Plan Year which contains the Pension Starting Date shall be used for calculating the amount of any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury regulations issued pursuant to Code
Section 417(e) which is of Actuarially Equivalent value to the Participant’s Accrual Benefit. 

  
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	 	(c)	On or After January 1, 2000 – Lump Sum and Accrued Benefit Calculations 


Notwithstanding the foregoing, with respect to a Participant who terminates employment on or after January 1, 2000, (i) the
Single Life Annuity that is Actuarially Equivalent to the Participant’s Cash Account Benefit, (ii) the amount of any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury regulations issued pursuant
to Code Section 417(e)) which is of Actuarially Equivalent value to the Participant’s Accrued Benefit, (iii) a Participant’s Accrued Benefit and (iv) a Participant’s Unit Award Offset shall all be determined using the
following interest rate and mortality table. Pre-retirement mortality will be used when calculating Actuarial Equivalent amounts. 
  

			
	Interest:	  	the annual interest rate on 30 year Treasury securities as determined under Code Section 417 (which, as of the date of this amendment, is the average annual yield on 30 year
Treasury Constant Maturities) for the November before the Plan Year which contains the Pension Starting Date; and
		
	Mortality:	  	the table prescribed by the Internal Revenue Service which is based on the prevailing commissioners’ standard table (described in Code Section 807(d)(5)(A), without
regard to any other subparagraphs of Code Section 807(d)(5)) used to determine reserves for group annuity contracts issued on the date as of which the present value is being determined (which, for distributions on or after
December 31, 2002, is the 1994 Group Annuity Reserving Table pursuant to Revenue Ruling 2001-62).


Notwithstanding the foregoing, in no event shall the benefit for a Participant who terminates on or after January 1, 2000, be
less than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 1999, based on the interest rate and mortality table specified in Section 1.3(a). 

 

	 	(d)	On and After January 1, 2005 – Annuity Forms of Payment 

 With respect to a Participant whose Pension Starting Date is on or after January 1, 2005, the Actuarial Equivalent value of any distribution in a nondecreasing annuity form of payment shall be
determined using an interest rate of 5.5 percent and the male mortality rates under the 1983 Group Annuity Mortality Table for Participants, and the female mortality rates under the 1983 Group Annuity Mortality Table for Beneficiaries. 

  
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	1.4	Affiliated Companies 


“Affiliated Companies” means: 
  

	 	(a)	the Employer, 

  

	 	(b)	any other corporation which is a member of a controlled group of corporations which includes the Employer (as defined in Section 414(b) of the Code),


  

	 	(c)	any other trade or business under common control with the Employer (as defined in Section 414(c) of the Code), or 


 

	 	(d)	any other member of an affiliated service group which includes the Employer (as defined in Section 414(m) of the Code); and 


 

	 	(e)	any other business or entity that is treated as a single company with the Employer under Code Section 414(o). 


For purposes of the limitation on benefits in Section 8.2, the determination of whether an entity is an Affiliated Company will be
made by modifying Sections 414(b) and (c) of the Code as specified in Section 415(h) of the Code. 
  

	1.5	Authorized Leave of Absence 

 “Authorized Leave of Absence” means any absence authorized by an Employer under the Employer’s standard personnel practices, provided, that the Participant returns to active employment
within the period specified in such Authorized Leave of Absence, or is specifically not required by the Employer to return to work after such Authorized Leave of Absence terminates. 

 

	1.6	Beneficiary 


“Beneficiary” means the person or persons who survives the Participant and who is: (a) for a single Participant, the person
designated to be the Beneficiary by the Participant in writing to the Pension Committee on such form and in such manner as the Pension Committee shall prescribe; and (b) for a married Participant, the Participant’s surviving spouse. If a
single Participant designates a Beneficiary and later marries, such Beneficiary designation shall be void upon marriage. 
 If no
Beneficiary survives the Participant the Pension Committee may direct that payment of benefits which may be due may be made to the Participant’s estate. 
  

	1.7	Board of Directors of The Company 

 “Board of Directors of The Company” means the Board of Directors of Plum Creek Timber Company, Inc., the sole member of Plum Creek Timber I, L.L.C., which is the general partner of the
Company. 

  
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	1.8	Break in Service 


“Break-in-Service” means any Plan Year after 1999 in which an Employee has less than 501 Hours of Service. Solely for
purposes of determining a Break-in-Service, Hours of Service shall also include all periods for which no compensation is received during temporary absences due to sickness, accident, military service, authorized leave of absence, jury duty, layoff,
or absence (of a male or female Employee) due to pregnancy, birth or adoption of a child or caring for a child immediately following birth or adoption, subject to the limitation described below. During such periods of temporary absence, Hours of
Service shall be credited in accordance with the Employee’s regular work schedule. 
 Where a temporary absence due to a
pregnancy, birth or adoption of a child, or caring for a child immediately following birth or adoption occurs, hours are credited only in the Plan Year in which the absence begins if such hours are necessary to prevent a Break-in-Service. If such
hours are not needed in such first Plan Year to avoid a Break-in-Service, then the total number of hours attributable to such leave including those that occurred in the first Plan Year shall be credited in the next following Plan Year. 

 

	1.9	Code 

 “Code”
means the Internal Revenue Code of 1986, as amended and including all regulations promulgated pursuant thereto. 
  

	1.10	Company 


“Company” means Plum Creek Timberlands, L. P., provided that provisions requiring the Company to take formal actions under
the Plan shall, when appropriate, be deemed to refer to the Company acting through its general partner, Plum Creek Timber I, L.L.C. 
  

	1.11	Compensation 


“Compensation” for any tax year means taxable pay reportable on IRS Form W-2 under Code Sections 6051(a)(3)
and 3401(a), disregarding limitations based on the nature or location of employment or the services performed, plus the Employee’s elective deferrals under Code Section 402(g)(3) plus amounts contributed at the election of the
Participant that are excludable from gross income pursuant to Code Section 125 or 132(f)(4). 
  

	1.12	Credited Service 


“Credited Service” means the following service, excluding periods of service forfeited due to a Break-in-Service: 

 

	 	(a)	 with respect to an individual who became a Participant on March 30, 1990, the Participant’s Credited Service under the Predecessor Plan
as of December 31, 1989; provided that Credited Service as of December 31, 1982, for a Participant who was a participant under the former Plum Creek, Inc. Hourly Employees’




  
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Pension Trust, Ksanka Lumber Company Hourly Employees’ Pension Trust, Royal Logging Company Hourly Employees’ Pension Trust or Arden Lumber Company Hourly Employees’ Pension Trust
shall be the service credited for such Participant under such Trust as of December 31, 1982, under the terms of the Trust in effect on that date; and 



 

	 	(b)	all Plan Years commencing on and after January 1, 1990, except Plan Years in which service as an Eligible Employee commences or terminates, during which an
Eligible Employee completes 1,000 or more Hours of Service for an Employer; and 

  

	 	(c)	with respect to Plan Years in which service as an Eligible Employee commences or terminates for an Employer while the Employer is a participating Employer (see
Appendix I), the fraction of a Plan Year which is equal to the Hours of Service as an Eligible Employee for the Employer during such Plan Year divided by 2,280 provided that an Employee who became a Participant on March 30,1990, will
not be considered to have commenced service on such date for this purpose. 

 Notwithstanding the foregoing, for
former Arden Lumber Co. employees only years of Credited Service after October 31, 1973, shall be counted. 
 For purposes
of determining Credited Service, a Participant who is Disabled as defined in Section 1.15(b) shall be credited with Hours of Service in accordance with Section 1.27 during the period of time immediately following a period during which the
Employee is an Active Participant, during which the Participant is Disabled. 
 In no event shall a Participant be entitled to
Credited Service for any period of employment with Riverwood International Corporation prior to October 18, 1996, Canfor USA prior to June 1, 1998, S.D. Warren prior to November 13, 1998, or The Timber Company prior to October 6,
2001. Plum Creek Timber Company Inc. acquired certain assets from Georgia-Pacific Corporation, North American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., GWP Timber, Inc., LRFP Timber, Inc. and NPC Timber, Inc. which are collectively referred
to as “The Timber Company.” 
 Solely for purposes of determining a Participant’s Minimum Benefit and
notwithstanding the foregoing, only certain individuals who were Eligible Employees before September 1, 2000, shall have Credited Service as follows: 
  

	 	(d)	Credited Service for an individual who is a Participant prior to September 1, 2000, but is not an Eligible Employee on September 1, 2000, shall be
determined as of August 31, 2000, and he or she shall not earn Credited Service after September 1, 2000; 

  

	 	(e)	any other individual who is an Eligible Employee on September 1, 2000, shall continue to earn Credited Service on and after September 1, 2000, until he
or she first terminates employment; and 


  
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	 	(f)	any individual who first becomes an Eligible Employee after September 1, 2000 shall have zero Credited Service. 


All Participants shall earn Credited Service after September 1, 2000, for purposes of early retirement eligibility pursuant to
Section 3.2. 
  

	1.13	Deferred Retirement Benefit 

 “Deferred Retirement Benefit” has the meaning set forth in Section 4.4. 
  

	1.14	Deferred Retirement Date 


“Deferred Retirement Date” has the meaning set forth in Section 3.3. 

 

	1.15	Disabled 

  

	 	(a)	“Disabled” means a Participant who has not attained age 65 and who is entitled to benefits under the Employer-sponsored short term disability plan.


  

	 	(b)	“Disabled” also means a Participant who has not attained age 65 and who became entitled to benefits under the Employer-sponsored long-term disability plan
prior to January 1, 2000, and who continues to be entitled to payments from the long-term disability plan. 

  

	1.16	Early Retirement Benefit 


“Early Retirement Benefit” has the meaning set forth in Section 4.3. 

 

	1.17	Early Retirement Date 


“Early Retirement Date” has the meaning set forth in Section 3.2. 

 

	1.18	Earnings 


“Earnings” means the Participant’s salary and wages as an Eligible Employee of an Employer, paid on or prior to termination
of employment (including all payments of holiday pay, lump sum merit pay, pay for vacation time taken, overtime pay and discretionary incentive awards) plus his or her elective deferrals under Code Section 402(g)(3) plus amounts contributed at
the election of the Participant that are excludable from gross income pursuant to Code Section 125 or 132(f)(4), except that amounts described in the next following paragraph are excluded. Earnings shall also include non-deferred cash
incentive bonuses earned during the Plan Year (a proportionate share of an annual bonus is attributed to each full month during which the bonus was earned). 

  
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 All of the following items shall be excluded in determining a Participant’s Earnings:

  

	 	(a)	Christmas bonuses, gifts and payments of like character; 

  

	 	(b)	reimbursement for expenses or expense allowances, including reimbursement of moving and relocation expenses and automobile allowances; 


 

	 	(c)	any Employer contribution to a qualified retirement plan or nonqualified deferred compensation plan and any income attributable to benefits from those plans;


  

	 	(d)	termination payments even if paid prior to termination of employment; 

  

	 	(e)	income attributable to any type of equity-based compensation; 

  

	 	(f)	safety awards; 

  

	 	(g)	cash-out of vacation benefits; 

  

	 	(h)	commissions; 

  

	 	(i)	any amount paid by the Employer for other fringe benefits, such as health and welfare, hospitalization, group life insurance benefits, funded disability benefits,
educational assistance or perquisites; 

  

	 	(j)	any amount paid by the Employer to a Participant in cash or contributed to a cafeteria plan on behalf of the Participant, because the Participant waived participation
in the Employer sponsored group health coverage; 

  

	 	(k)	vehicle imputed income, group term life insurance imputed income and any other imputed income; and 


 

	 	(l)	any other special or extraordinary forms of remuneration. 

 Notwithstanding the foregoing, for purposes of Sections 4.1(a)(ii), 4.1(a)(iii), and 4.1(b), the annual Earnings during a Plan Year of each Participant taken into account in determining
benefit accruals in any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted. Annual Earnings means Earnings during the Plan Year. In determining benefit accruals in Plan Years beginning after December 31,
2001, the annual Earnings limit for Plan Years beginning before January 1, 2002, shall be $200,000. The $200,000 limit on annual Earnings shall be adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B) to the
maximum permissible dollar limitation permitted by the Code or the Commissioner of the Internal Revenue Service. For purposes of Section 1.26, monthly Earnings in excess of one-twelfth of this annual limit shall be disregarded. 

  
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	1.19	Effective Date 


“Effective Date” means March 30, 1990, or with respect to any Employer specified in appendices to this Plan, the date
such Employer adopted the Plan. 
  

	1.20	Eligible Employee 


“Eligible Employee” for purposes of Part A of the Plan means any Employee who is paid on a salaried basis; except: 

 

	 	(a)	any Employee classified as an executive with a salary grade of 70 or above, 


 

	 	(b)	any person who performs services for the Employer and is on the payroll of a third party leasing organization, 


 

	 	(c)	a person who is a nonresident alien with no U.S. source income, 

  

	 	(d)	any Employee who is covered under a collective bargaining agreement where retirement benefits were the subject of good faith bargaining which does not provide for
retirement benefits under this Plan, and 

  

	 	(e)	an individual who is not treated by the Employer as an employee for payroll tax purposes, but who is subsequently determined by a government agency, by the conclusion
or settlement of threatened or pending litigation, or otherwise to be (or to have been) a common law employee of the Employer. Notwithstanding the foregoing, effective as of the date of such determination, including any and all appeals thereof, any
individual so reclassified shall become an Eligible Employee. 

  

	1.21	Employee 


“Employee” means any person who is employed by an Employer as a common law employee determined from appropriate personnel
records of the Employer and any leased employee within the meaning of Code Section 414(n)(2); provided, however, if leased employees constitute 20 percent or less of all Employer’s non-highly compensated work force, the term
“Employee” shall not include a leased employee who is covered by a plan maintained by the leasing organization which meets the requirements of Code Section 414(n)(5). 

“Leased Employee” means any person (other than an Employee of the Employer who pursuant to an agreement between the Employer and
any other person (“leasing organization”)) has performed services for the Employer (or for the Employer and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at
least one year, and such services are performed under primary direction or control by the Employer. 
  

	1.22	Employer 


“Employer” means Plum Creek Timberlands, L.P. The term “Employer” shall also include other companies as provided
from time to time in appendices to this Plan. 

  
 10 










	1.23	Employment Commencement Date 

 “Employment Commencement Date” means the date on which an Employee first completes an Hour of Service for the Employer or an Affiliated Company during the current period of employment.

  

	1.24	Entry Date 

 “Entry
Date” means January 1 and July 1 of each Plan Year. 
  

	1.25	ERISA 

 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, including all regulations thereunder. 
  

	1.26	Final Average Monthly Earnings 

 “Final Average Monthly Earnings” means the highest average monthly Earnings received by the Participant during any 60 consecutive month period within the last consecutive 120 months prior to
termination of employment. In the event the Participant has been employed for less than 60 consecutive full months, the computation period shall be based upon (1) the most recent 60 full months of employment (whether or not consecutive),
or (2) the total full months of employment. Months during which no Earnings were credited shall be counted for purposes of calculating Final Average Monthly Earnings. 
 Monthly Earnings for this purpose shall be determined by dividing annual Earnings each Plan Year by the number of days worked, then multiplying that amount by the number of days worked in the
Participant’s full months of employment during the Plan Year, then dividing that amount by the number of full months of employment during the Plan Year. 
 Notwithstanding the foregoing, Monthly Earnings shall be determined in accordance with this paragraph for Participants who terminate during the period from September 1, 2000, to March 1, 2001,
who are not employed at one of the Southern Mill locations. For these Participants, Monthly Earnings during the year of termination shall be determined by dividing Plan Year Earnings during full months of employment by the number of full months of
employment during the Plan Year. Earnings during a partial month of employment are disregarded. 
 If a Participant is Disabled
as defined in Section 1.15(b), such Participant shall be deemed to receive monthly Earnings during the period he or she is receiving long-term disability benefits equal to his or her Earnings for the last full calendar month immediately prior
to becoming Disabled provided that Earnings for this purpose shall include (i) one-twelfth of the average annual nondeferred cash incentive bonus paid or accrued during the five calendar years which end before the date the Participant
became Disabled and (ii) the monthly average overtime payments during the same five-year period, in lieu of the actual nondeferred cash incentive bonus paid or accrued and overtime paid during the last full calendar month immediately prior to
such Disability. 

  
 11 










	1.27	Hour of Service 


“Hour of Service” means each hour for which an Employee is paid or entitled to payment by the Employer or any Affiliated Company
on account of: 
  

	 	(a)	performance of duties; 

  

	 	(b)	a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity
(including a period when the Employee is Disabled), layoff, jury duty, military duty, or Authorized Leave of Absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours under this paragraph shall be calculated and credited pursuant to 29 CFR 2530.200b-2(b) and (c), which are incorporated herein by this reference; and 


 

	 	(c)	an award of back pay, irrespective of mitigation of damages, agreed to by the Employer or any Affiliated Company. However, hours credited under (a) or (b)
above shall not also be credited under this subsection (c). 

 An employee shall be credited with 190
Hours of Service for each month in which he or she has at least one Hour of Service. 
 Notwithstanding the foregoing, for
purposes of calculating Years of Service for vesting, a Participant who was employed by one of the following companies on the date the Employer acquired some of its assets (an “acquired company”) who began participation in the Plan on the
date indicated, shall also be credited with 190 Hours of Service for each month commencing with the month in which the Participant’s most recent employment commencement date with the acquired company occurred and ending with the month of
acquisition. In no event shall an Employee be credited with more than 190 Hours of Service for service performed by the Employee for the acquired company and the Employer during the same month. 

 

					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998


  
 12 










	1.28	Integration Level 


“Integration Level” means one thirty-sixth of the Social Security Taxable Wage Base in the most recent year of termination;
provided that the Integration Level multiplied by twelve shall not exceed Social Security Covered Compensation; and further provided, if the Participant terminates employment on or after September 1, 2000, the integration level shall be
determined as of the Participant’s first employment termination date on or after September 1, 2000, rather than the most recent year of termination. 
  

	1.29	Normal Retirement Benefit 


“Normal Retirement Benefit” has the meaning set forth in Section 4.2. 

 

	1.30	Normal Retirement Date 


“Normal Retirement Date” has the meaning set forth in Section 3.1. 

 

	1.31	Participant 


“Participant” means any Eligible Employee who qualifies for participation pursuant to Section 2.1 or 2.2. A nonvested
Participant shall cease to be a Participant upon termination. A vested Participant shall cease to be a Participant when his or her benefit payments from the Plan are completed. 

 

	1.32	Pension Committee 


“Pension Committee” means the Committee as from time to time constituted and appointed to administer the Plan by the Chief
Executive Officer of the Plum Creek Timber Company, Inc. pursuant to Section 10.2. 
  

	1.33	Pension Starting Date 


“Pension Starting Date” means (i) the first day of the month for which a Plan benefit is payable as an annuity, or
(ii) in the case of a Plan benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit. 

 

	1.34	Plan 

 “Plan”
means the Plum Creek Pension Plan including Part A for employees paid on a salaried basis and Part B for employees paid on an hourly basis, either in its previous or present form or as amended from time to time. 

 

	1.35	Plan Administrator 


“Plan Administrator” means the person or entity designated in Article X to administer the Plan. 

  
 13 










	1.36	Plan Year 

 “Plan
Year” initially means the period commencing March 30, 1990, and ending December 31, 1990, and thereafter means the 12 month period commencing each January 1 and ending each December 31. Notwithstanding the
foregoing, for purposes of determining Credited Service under Section 1.12, the first Plan Year shall also include January 1, 1990, through March 29, 1990. 

 

	1.37	Predecessor Plan 


“Predecessor Plan” initially means the Burlington Resources Inc. Pension Plan and its predecessor plans, including, without
limitation, the Burlington Northern Inc. Pension Plan. In the event the Plan recognizes service under other predecessor plans, the term “Predecessor Plan” shall also include other plans as provided from time to time in appendices to this
Plan. “Predecessor Plan,” as to any Participant, shall mean only the particular Predecessor Plan that covered such Participant immediately prior to this Plan. 

 

	1.38	Retirement Date 

 The
Retirement Date for a Participant shall be one of the dates specified in Section 3.1, 3.2 or 3.3, on which benefits are to commence. 
  

	1.39	Social Security Covered Compensation 

 “Social Security Covered Compensation” means the Participant’s average (without indexing) annual Social Security Taxable Wage Base for each calendar year during the 35-year period
ending with the calendar year in which the Participant attains (or will attain) his or her Social Security Retirement Age. 
 A
Participant’s Social Security Covered Compensation shall be adjusted for each Plan Year. In determining a Participant’s Social Security Covered Compensation for a Plan Year, the Social Security Wage Base for the current Plan Year and any
subsequent Plan Year shall be assumed to be the same as the Social Security Wage Base in effect as of the beginning of the Plan Year for which the determination is being made. A Participant’s Social Security Covered Compensation for a Plan Year
after the 35-year period described above is the Participant’s Social Security Covered Compensation for the Plan Year during which the Participant attained Social Security Retirement Age. A Participant’s Social Security Covered
Compensation for a calendar year before the 35-year period is the Social Security Wage Base in effect as of the beginning of the Plan Year. 
  

	1.40	Social Security Retirement Age 

 “Social Security Retirement Age” means the following ages depending on the Participant’s year of birth: age 65 for Participants born prior to 1938, age 66 for Participants
born after 1937 but prior to 1955, and age 67 for Participants born after 1954. 

  
 14 










	1.41	Social Security Taxable Wage Base 

 “Social Security Taxable Wage Base” means the maximum annual amount of earnings which are subject to Old Age Survivors and Disability Insurance taxes for any calendar year. 

 

	1.42	Trust or Trust Fund 


“Trust” or “Trust Fund” means the trust fund into which shall be paid all contributions and from which all benefits
shall be paid under this Plan. 
  

	1.43	Trustee 


“Trustee” means the trustee or trustees who receive, hold, invest, and disburse the assets of the Trust in accordance with the
terms and provisions set forth in a trust agreement. 
  

	1.44	Vested Termination Benefit 


“Vested Termination Benefit” has the meaning set forth in Section 4.5. 

 

	1.45	Vested Termination Date 


“Vested Termination Date” has the meaning set forth in Section 3.4. 

 

	1.46	Year of Service 


“Year of Service” means each calendar year in which an employee has 1,000 or more Hours of Service. An Employee’s
Years of Service shall also include all periods of Credited Service pursuant to Section 1.12 which are not otherwise included pursuant to this Section. 
 Where the Employer maintains the plan of a predecessor employer, service for such predecessor employer will be treated as service for the Employer, to the extent required by the Code. 

Notwithstanding the foregoing, in no event shall a Participant’s Years of Service on the Effective Date be less than his or her Years
of Service on March 29, 1990, under the Burlington Resources Inc. Pension Plan. 
 In addition, notwithstanding the
foregoing, a Participant who was employed by one of the following companies on the date the Employer acquired some of its assets (an “acquired company”) who began participation in the Plan on the date indicated, shall also be credited with
a Year of Service for vesting for each calendar year in which such Participant had 1,000 or more Hours of Service with the acquired company. In no event shall an Employee be credited with more than one Year of Service performed by the Employee
for the acquired company and the Employer during the same calendar year. 

  
 15 










					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998
		  		  	

 Plum Creek Timber Company Inc. acquired certain assets from Georgia-Pacific Corporation, North
American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., GWP Timber, Inc., LRFP Timber, Inc. and NPC Timber, Inc. which are collectively referred to as “The Timber Company”. Notwithstanding the foregoing Years of Service for vesting
purposes for a Participant who was employed by The Timber Company on October 6, 2001, who began participation in the Plan on October 7, 2001, shall be determined as if the Participant’s period of employment with The Timber Company and
the other members of the controlled group which includes The Timber Company was service for an Employer. 
  

	1.47	Additional Definitions in Plan 

 The following terms are defined in the following sections of the Plan: 
  

			
	 	  	Section
	 Aggregate Account
	  	9.2(e)
	 Aggregation Group
	  	9.2(h)
	 Benefit Notice
	  	5.4(a)
	 Cash Account
	  	4.1(a)(i)
	 Cash Account Benefit
	  	4.1(a)
	 Determination Date
	  	9.2(c)
	 Highly Compensated Employee
	  	8.1(c)(i)
	 Investment Manager
	  	13.5
	 Joint and Survivor Annuity
	  	5.1(b)
	 Key Employee
	  	9.2(g)
	 Lump Sum
	  	5.1(c)
	 Minimum Benefit
	  	4.1(b)
	 Present Value of Accrued Benefits
	  	9.2(f)
	 Requested Date
	  	5.4(a)
	 Required Beginning Date
	  	10.5(c)
	 Retirement Benefit
	  	4.1
	 Retroactive Pension Starting Date
	  	5.4(c)
	 Single Life Annuity
	  	5.1(a)
	 Super Top Heavy
	  	9.2(b)
	 Top Heavy
	  	9.2(a)
	 Unit Award Offset
	  	4.1(c)
	 Valuation Date (for Top Heavy)
	  	9.2(d)


  
 16 









 ARTICLE II 
 PARTICIPATION 
  

	2.1	Eligibility for Participation 

 Each Eligible Employee shall become a Participant under this Plan on the later of the Effective Date or the first Entry Date coinciding with or next following completion of a 12-consecutive-month-period
within which the Employee has at least 1,000 Hours of Service. The 12-month period used for this determination shall start on the Employee’s Employment Commencement Date and the first day of each Plan Year thereafter. 

Notwithstanding the foregoing, each Employee who was employed by one of the following companies on the date the Employer acquired some of
its assets (an “acquired company”) who became an Eligible Employee on the following day shall become a Participant under this Plan on the date indicated below: 

 

					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998
	The Timber Company*	  	October 6, 2001	  	October 7, 2001

  

	*	Plum Creek Timber Company Inc. acquired certain assets from Georgia-Pacific Corporation, North American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., GWP Timber,
Inc., LRFP Timber, Inc. and NPC Timber, Inc. which are collectively referred to as “The Timber Company”. 

  

	2.2	Reemployment After Termination 

 Upon the reemployment of a terminated Participant as an Eligible Employee or in the event a former Participant again becomes an Eligible Employee, he or she shall immediately become an Active Participant.

 An Employee who terminates prior to becoming a Participant and is later reemployed shall become a Participant upon satisfying
the requirements of Section 2.1. In the event 1,000 Hours of Service were earned during a 12-month period described in Section 2.1 prior to termination, such service shall be forfeited for purposes of this Article II only if the
Participant: 
  

	 	(a)	had fewer than three Years of Service on January 1, 2000; 

  

	 	(b)	terminates employment on or after January 1, 2000; and 


  
 17 










	 	(c)	incurs five consecutive Breaks-in-Service. 

  

	2.3	Change of Employment Status 

 If a person who is not a Participant becomes an Eligible Employee because of a change in employment status, such person shall become a Participant upon the later of i) the date he or she would otherwise
become a Participant under Section 2.1 or, ii) the date he or she becomes an Eligible Employee. 

  
 18 









 ARTICLE III 
 RETIREMENT DATES 
  

	3.1	Normal Retirement Date 


The Normal Retirement Date for a Participant shall be the first day of the month coinciding with or next following the attainment of
age 65. A Participant who terminates on or before his or her Normal Retirement Date with a vested Accrued Benefit shall receive his or her benefit as of the Normal Retirement Date, unless: (a) such Participant elects to commence benefits
on a later date under Section 10.5(b), which is not later than the Required Beginning Date; (b) such Participant qualifies for and elects to receive benefits at an Early Retirement Date or a Vested Termination Date; or (c) such
Participant has received a Lump Sum distribution pursuant to Section 10.7(c). 
  

	3.2	Early Retirement Date 


Each Participant who terminates employment after attaining age 55 and completing 10 years of Credited Service may elect in writing, an
Early Retirement Date. Such Early Retirement Date shall be the first day of any month before the Normal Retirement Date and on or after the date of termination of employment. 
 In the event an hourly Participant transfers to salaried status or a salaried Participant transfers to hourly status, he or she shall be deemed to satisfy the 10 years of Credited Service requirement if
such Participant has completed at least 10 Years of Service, determined without regard to any service recognized under Section 1.46 which occurred prior to the date the Participant became an Employee. 

 

	3.3	Deferred Retirement Date 


The Deferred Retirement Date for a Participant who continues working after the Normal Retirement Date shall be the first day of the month
coinciding with or next following his or her termination date; provided, however, the Deferred Retirement Date shall not be later than the Participant’s Required Beginning Date. A Participant who continues to work after the Normal Retirement
Date shall receive his or her benefit as of the Deferred Retirement Date, unless such Participant elects to commence benefits on a later date under Section 10.5(b), which is not later than the Required Beginning Date. 

 

	3.4	Vested Termination Date 


In lieu of a Retirement Benefit, a Participant who is vested and terminates prior to retirement may elect in writing upon termination of
employment, to receive the Vested Termination Benefit on a Vested Termination Date, which shall be the first day of any month coinciding with or following termination of employment and before the Participant’s Normal Retirement Date. A
Participant may elect any prospective Vested Termination Date that falls within this window period. A Participant may also elect a retroactive Vested Termination Date subject to the limitations on electing a Retroactive Pension Starting Date in
Section 5.4. 

  
 19 









 ARTICLE IV 
 RETIREMENT BENEFITS 
  

	4.1	Retirement Benefit 

 A
Participant’s benefit shall equal his or her vested Retirement Benefit as of his or her Retirement or Vested Termination Date. The Retirement Benefit, expressed as a Single Life Annuity as of any date, shall equal (i) the greater of the
Cash Account Benefit or the Minimum Benefit payable as of such date; (ii) offset by the Unit Award Offset and (iii) further offset by the Actuarial Equivalent value of any prior distribution. The Cash Account Benefit, Minimum Benefit and
Unit Award Offset are described below. 
 Notwithstanding the foregoing, in the event a vested Participant terminates employment
prior to September 1, 2000, and returns as an Eligible Employee after September 1, 2000, his or her Retirement Benefit expressed as a Single Life Annuity as of any date following rehire as an Eligible Employee shall be determined
in accordance with Section 4.6. 
  

	 	(a)	Cash Account Benefit 

 A
Participant’s accrued Cash Account Benefit payable as of any date in the form of a monthly Single Life Annuity shall be Actuarially Equivalent to the Participant’s Cash Account balance, as of such date. 

 

	 	(i)	Cash Account 

  

	 	(A)	Opening Cash Account 

 A
Cash Account shall be established on behalf of each Eligible Employee on September 1, 2000, which shall be credited with the Lump Sum amount which is Actuarially Equivalent to the Participant’s Accrued Benefit on
December 31, 1999, payable at Normal Retirement Date. In the event an Eligible Employee has no Accrued Benefit on December 31, 1999, because he or she did not become a Participant pursuant to Section 2.1 prior to that date,
the Lump Sum amount credited to his or her Cash Account shall be Actuarially Equivalent to the amount that would have been equal to the Participant’s Accrued Benefit on December 31, 1999, determined as if he or she had been a
Participant on such date taking into account his or her Credited Service and Earnings as of December 31, 1999. 
 In
addition, a Cash Account shall be established on behalf of each Participant who becomes an Eligible Employee after September 1, 2000, and such accounts shall have a zero opening balance. 

  
 20 










	 	(B)	After Benefits Commence 

 Once benefits commence, a Participant’s Cash Account balance shall be zero and the Cash Account shall be closed. If a Participant commences benefits in service following age 70 1/2, his or her Cash Account shall be closed upon benefit commencement
and a new Cash Account shall be established for the Participant, with a zero opening balance, to record new pay and interest credits earned after benefits commence. 

 

	 	(ii)	Pay Credit 

 An amount
equal to a percentage of Earnings shall be credited to the Cash Account of each Participant as described below in (A), (B) and (C). The applicable percentage is shown in the Table in (D) and is based on the Participant’s age in whole
years as of the immediately preceding December 31. 
  

	 	(A)	Upon becoming a Participant on or after January 1, 2001, each Participant shall receive a pay credit as of the last day of the preceding Plan Year based on
Earnings during the preceding Plan Year; and 

  

	 	(B)	each Participant who is an Employee on the last day of a Plan Year commencing on and after January 1, 2000, shall receive a pay credit as of such last day of
the Plan Year based on Earnings during that Plan Year; and 

  

	 	(C)	each Participant who terminates employment on or after September 1, 2000, during a Plan Year shall receive a pay credit as of his or her employment
termination date based on Earnings during that Plan Year. 

  

					
	(D)	  	Age on the	  	Applicable Percentage
		  	preceding December 31:	  	of Earnings:
		  	under 30	  	4.0%
		  	30-39	  	4.5%
		  	40-49	  	5.0%
		  	50-59	  	5.5%
		  	60 +	  	6.0%


  
 21 










	 	(iii)	Extra Pay Credit 

 An
amount equal to a percentage of Earnings during a Plan Year which exceed the Social Security Taxable Wage Base for that Plan Year shall be credited to the Cash Account of each Participant as described below in (A), (B) and (C). The applicable
percentage is shown in the Table in (D) and is based on the Participant’s age in whole years as of the immediately preceding December 31. 
  

	 	(A)	Upon becoming a Participant on or after January 1, 2001, each Participant shall receive a pay credit as of the last day of the preceding Plan Year based on
Earnings during the preceding Plan Year; and 

  

	 	(B)	each Participant who is an Employee on the last day of a Plan Year commencing on and after January 1, 2000, shall receive a pay credit as of such last day of
the Plan Year based on Earnings during that Plan Year; and 

  

	 	(C)	each Participant who terminates employment on or after September 1, 2000, during a Plan Year shall receive a pay credit as of his or her employment
termination date based on Earnings during that Plan Year. 

  

					
	(D)	  	Age on the	  	Applicable Percentage
		  	preceding December 31	  	of Earnings
		  	under 30	  	4.0%
		  	30-39	  	4.5%
		  	40-49	  	5.0%
		  	50-59	  	5.5%
		  	60 +	  	6.0%

  

	 	(iv)	Interest Credit 

 A
Participant’s Cash Account balance shall be credited with interest as of the last day of each Plan Year commencing on and after January 1, 2000, and prior to the Participant’s Pension Starting Date and as of the Participant’s
Pension Starting Date. The annual interest rate for a Plan Year shall be the interest rate specified in Section 1.3(c). The amount of the interest credit shall be the product of the interest rate multiplied by the Cash Account balance on the
first day of the Plan Year, provided that if the interest is credited as of a mid-year Pension Starting Date, this amount shall be prorated to reflect the fraction of the Plan Year from January 1 through the Pension Starting Date. 

No interest shall be credited to a Participant’s Cash Account for periods after the Participant’s Pension Starting Date.


  
 22 










	 	(b)	Minimum Benefit 


Notwithstanding any Plan provisions to the contrary, only an Eligible Employee on September 1, 2000, shall be entitled to accrue a
Minimum Benefit after September 1, 2000. Further, such an Eligible Employee shall only accrue a Minimum Benefit until he or she first ceases to be an Eligible Employee on or after September 1, 2000. 

Notwithstanding any other Plan provision, in the event a Participant accrues a Minimum Benefit after September 1, 2000, then
ceases to be an Eligible Employee and later is rehired as an Eligible Employee, such Participant shall not accrue any additional Minimum Benefit following rehire. 
 The Minimum Benefit for any Participant, expressed as a monthly Single Life Annuity commencing at Normal Retirement Date, shall equal 1.1 percent of Final Average Monthly Earnings plus 0.5 percent of
Final Average Monthly Earnings which exceed the Integration Level, multiplied by the Participant’s Credited Service up to a maximum of 30 years. 
 The Minimum Benefit from this Plan for a Participant who was a salaried Employee of Plum Creek Inc. shall never be less than his or her benefit accrued under the Plum Creek Inc. Salaried and Clerical
Employees’ Pension Trust, Arden Lumber Company Salaried and Clerical Employees’ Pension Trust, Ksanka Lumber Company Salaried and Clerical Employees’ Pension Trust, and Royal Logging Company Salaried and Clerical Employees’
Pension Trust as applicable, as of December 31, 1982, plus his or her benefit accrued under this Plan based on years of Credited Service between January 1, 1983, and termination of employment; provided, however, that for purposes of this
minimum benefit, the Early Retirement reduction factors as in effect on December 31, 1982, under the Plum Creek Inc. Salaried and Clerical Employees’ Pension Trust, Arden Lumber Company Salaried and Clerical Employees’ Pension Trust,
Ksanka Lumber Company Salaried and Clerical Employees’ Pension Trust, and Royal Logging Salaried and Clerical Employees’ Pension Trust shall be applicable with respect to the minimum benefit specified above as applicable, accrued as of
December 31, 1982. 
  

	 	(c)	Unit Award Offset 

 For a
Participant listed in Appendix III, the Unit Award Offset payable as of any date in the form of a monthly Single Life Annuity shall be Actuarially Equivalent to the Participant’s Unit Award Benefit shown in Appendix III, determined as of
such date. For purposes of this offset, the Actuarial Equivalent definition in Section 1.3(c) shall apply. 

  
 23 










	4.2	Normal Retirement Benefit 


A Participant’s monthly Normal Retirement Benefit shall equal his or her vested Retirement Benefit payable at Normal Retirement Date
and then adjusted for form of payment. 
  

	4.3	Early Retirement Benefit 

  

	 	(a)	General 

 A
Participant’s Early Retirement Benefit payable on an Early Retirement Date shall equal the amount in (i) offset by the amount in (ii) below, and then adjusted for form of payment: 

 

	 	(i)	the greater of: 

  

	 	(A)	his or her vested Cash Account Benefit as of the Early Retirement Date determined pursuant to Section 4.1(a) (which is the monthly Single Life Annuity commencing
on the Early Retirement Date that is Actuarially Equivalent to the Cash Account as of such date), or 

  

	 	(B)	the Participant’s vested Minimum Benefit determined pursuant to Section 4.1(b) as of the Early Retirement Date multiplied by the applicable percentage shown
below (prorated to months of age at Early Retirement Date): 

  

			
	Age on Early	  	Applicable
	Retirement Date	  	Percentage
	62-65	  	100%
	61	  	95%
	60	  	90%
	59	  	85%
	58	  	80%
	57	  	75%
	56	  	68%
	55	  	62%

  

	 	(ii)	the Unit Award Offset determined pursuant to Section 4.1(c) as of the Early Retirement Date (which is the monthly Single Life Annuity commencing on the Early
Retirement Date). 


  
 24 










	 	(b)	Supplemental Early Retirement Benefit 

 Participants who satisfy the following conditions, shall receive a monthly supplemental early retirement benefit which is payable from the Participant’s Early Retirement Date until the Participant
attains age 62: 
  

	 	(i)	the Participant was an Eligible Employee on September 1, 2000, 

  

	 	(ii)	the Participant’s salary grade is 38 or below at termination of employment, 


 

	 	(iii)	the Participant is under age 62 on his or her Early Retirement Date, and 

  

	 	(iv)	the Participant elects to receive benefits in the form of a Single Life Annuity or a Joint and Survivor Annuity. 


This monthly benefit shall equal 1 percent of Final Average Monthly Earnings up to the Integration Level, multiplied by Credited Service
up to a maximum of 30 years, adjusted for form of payment. 
  

	4.4	Deferred Retirement Benefit 

 A Participant’s Deferred Retirement Benefit payable on a Deferred Retirement Date shall equal the amount in (i) offset by the amount in (ii) below, and then adjusted for form of payment:

  

	 	(i)	the greater of: 

  

	 	(A)	his or her vested Cash Account Benefit as of the Deferred Retirement Date determined pursuant to Section 4.1(a) (which is the monthly Single Life Annuity
commencing on the Deferred Retirement Date that is Actuarially Equivalent to the Cash Account as of such date), or 

  

	 	(B)	the Participant’s vested Minimum Benefit determined pursuant to Section 4.1(b) as of the Deferred Retirement Date, taking into account Credited Service and
Earnings beyond Normal Retirement Date. 

  

	 	(ii)	the Unit Award Offset (which is the monthly Single Life Annuity commencing on the Deferred Retirement Date). 


In no event shall the Deferred Retirement Benefit provided under this paragraph be less than the Retirement Benefit to which the
Participant would have been entitled if he or she had actually retired on the Normal Retirement Date, Actuarially increased to reflect the delayed commencement past Normal Retirement Date. The actuarial factors in Section 1.3(a) shall apply for
purposes of this calculation. 

  
 25 









 In the event a Participant continues working after the Participant’s Required Beginning
Date, the Deferred Retirement Benefit shall be recalculated and adjusted annually in the manner described in Section 4.6(a), and for this purpose the Participant shall be deemed to have terminated employment and commenced receiving benefits as
of the date benefits commence following the Required Beginning Date and then become re-employed on the following day. 
  

	4.5	Vested Termination Benefit 


A Participant’s Vested Termination Benefit payable on a Vested Termination Date shall equal the amount in (i) offset by the
amount in (ii) below, and then adjusted for form of payment: 
  

	 	(i)	the greater of: 

  

	 	(A)	his or her vested Cash Account Benefit as of the Vested Termination Date (which is the monthly Single Life Annuity commencing on the Vested Termination Date that is
Actuarially Equivalent to the Cash Account as of such date), or 

  

	 	(B)	the Participant’s vested Minimum Benefit determined pursuant to Section 4.1(b) as of the Participant’s Vested Termination Date reduced by 1/180 for
each of the first 60 months by which the Vested Termination Date precedes the Normal Retirement Date, and reduced by 1/360 for each of the next 60 months by which the Vested Termination Date precedes the Normal Retirement Date, and reduced
Actuarially for each month by which the Vested Termination Date precedes the first day of the month coincident with or next following the Participant’s 55th birthday. For purposes of this reduction, the Actuarial Equivalent definition in
Section 1.3(a) shall apply. 

  

	 	(ii)	the Unit Award Offset (which is the monthly Single Life Annuity commencing on the Vested Termination Date). 


 

	4.6	Reemployment After Termination 

  

	 	(a)	Vested Participant Who Received No Distribution 

 In the event a vested Participant A) is reemployed before September 1, 2000, and B) received no distribution upon initial termination, his or her Retirement Benefit shall be determined by
aggregating Years of Service during the first and subsequent periods of employment. Also, Credited Service during the first and subsequent periods of employment shall be aggregated for purposes of calculating the opening Cash Account pursuant to
Section 4.1(a)(i)(A) and the Minimum Benefit (if the Minimum Benefit accrues after September 1, 2000) and determining whether a Participant is eligible for Early Retirement pursuant to Section 3.2. 

  
 26 









 In the event a vested Participant A) terminates after September 1, 2000, and is
reemployed after September 1, 2000, and B) received no distribution upon initial termination, his or her Retirement Benefit shall be determined by aggregating Years of Service during the first and subsequent periods of employment. Also,
Credited Service during the first period of employment shall be recognized, but no further Credited Service shall accrue after reemployment for purposes of determining the Participant’s Minimum Benefit. Such Participant’s Cash Account, if
any, upon initial termination shall continue to be credited with interest pursuant to Section 4.7 prior to rehire and following rehire shall continue to be credited with pay credits and interest credits pursuant to Section 4.1(a).

 In the event a vested Participant A) terminates before September 1, 2000, and is reemployed after
September 1, 2000, and B) received no distribution upon initial termination, his or her Retirement Benefit shall be determined by aggregating Years of Service during the first and subsequent periods of employment. Also, Credited Service
during the first period of employment shall be recognized, but no further Credited Service shall accrue after reemployment for purposes of determining the Participant’s Minimum Benefit. A Cash Account with an opening balance shall be
established for such Participant. The opening balance shall equal the Lump Sum amount which is Actuarially Equivalent to the Participant’s vested Accrued Benefit payable at Normal Retirement Date, determined as of the Participant’s rehire
date using the interest rate and mortality table in Section 1.3(c) for the Plan Year in which the Participant is rehired. 
  

	 	(b)	Vested Participant Who Received a Distribution 

 In the event a vested Participant received a distribution of benefits upon initial termination and becomes reemployed, his or her Retirement Benefit shall be determined and paid as described below:

  

	 	(i)	in the event such Participant commenced annuity payments, such annuity payments shall continue during the period of reemployment; 


 

	 	(ii)	the Participant shall not accrue any additional Minimum Benefit based on Credited Service and Earnings during reemployment. However, upon subsequent termination, the
Participant’s Minimum Benefit shall be redetermined if the benefit which commenced following the Participant’s initial termination was a Vested Termination Benefit and the Participant satisfies the conditions for an Early Retirement
Benefit upon the subsequent termination. In this event, the Participant’s Early Retirement Benefit shall be offset by the Actuarial Equivalent value of prior distributions, but shall not be reduced below the amount payable upon initial
termination, and shall be paid in the form elected by the Participant upon the subsequent termination. For purposes of this offset, the Actuarial Equivalent definition in Section 1.3(a) shall apply; 


  
 27 










	 	(iii)	Credited Service prior to and following reemployment shall be considered for purposes of satisfying the requirements for an Early Retirement Date pursuant to
Section 3.2; 

  

	 	(iv)	Years of Service prior to reemployment shall be considered; 

  

	 	(v)	a new Cash Account shall be established upon reemployment with a zero opening balance. The Participant’s Retirement Benefit earned during reemployment shall be his
or her Cash Account Benefit; 

  

	 	(vi)	upon subsequent retirement, the initial benefit shall continue to be paid in the initial form of payment elected, except a new form of payment may be elected pursuant
to Section 4.6(b)(ii) above, and the additional benefit earned during reemployment may be paid in any form elected by the Participant pursuant to Article V; and 


 

	 	(vii)	in the event the Participant is eligible for a Deferred Retirement Benefit upon subsequent retirement, only the portion of the benefit earned during the period of
reemployment shall be considered a Deferred Retirement Benefit. 

  

	 	(c)	Nonvested Participant 

 In
the event a nonvested Participant terminates at a time when the present value of his or her vested Retirement Benefit is zero, the Employee shall be deemed to have received a distribution of such Retirement Benefit upon termination pursuant to
Section 7.2(b) and shall no longer be a Participant. If the individual becomes reemployed before incurring five consecutive Breaks-in-Service, his or her Cash Account shall be restored to the amount of such Cash Account on the date of the
deemed distribution plus the amount of interest that would have been credited to such Cash Account pursuant to Section 4.1(a)(iv) if the deemed distribution had not occurred, and his or her Retirement Benefit shall be determined by aggregating
Years of Service and Credited Service during the first and subsequent periods of employment. If the individual becomes reemployed after five consecutive Breaks-in-Service his or her Cash Account, Years of Service and Credited Service prior to
reemployment shall be disregarded for purposes of determining his or her Retirement Benefit earned during reemployment unless the Participant had at least three Years of Service on January 1, 2000. If a Participant had at least three Years
of Service on January 1, 2000, and is reemployed after a Break-in-Service, all service before and after the Break-in-Service shall be aggregated pursuant to Section 7.2(c). 

  
 28 









 In no event shall the benefit upon subsequent retirement, prior to any reduction for
previously received benefits, be less than the initial Retirement Benefit. 
  

	4.7	Benefits For Terminated Participants 

 Benefits under the Plan shall be determined and paid in accordance with the provisions of the Plan in effect on the most recent date of a termination of employment; provided that interest shall continue
to be credited to a Participant’s Cash Account following termination, on the same basis as interest is credited to the Cash Accounts of Active Participants pursuant to Section 4.1(a)(iv), until the terminated Participant’s Pension
Starting Date. 
 Notwithstanding the foregoing, a Participant who terminated employment prior to September 1, 2000, may
elect a lump sum form of payment in accordance with Section 5.1(c). 

  
 29 









 ARTICLE V 
 FORMS OF PAYMENT 
  

	5.1	Forms of Payment 

 The
following forms of benefit payments are available under this Plan: 
  

	 	(a)	Single Life Annuity 

 A
“Single Life Annuity” which provides monthly payments from the Retirement Date or Vested Termination Date to the first of the month preceding death. The amount of the monthly benefit shall equal the monthly Normal, Early or Deferred
Retirement Benefit or Vested Termination Benefit, whichever applies. 
  

	 	(b)	Joint and Survivor Annuity 


A reduced “Joint and Survivor Annuity” which provides monthly payments to a married Participant from the Retirement Date or
Vested Termination Date to the first of the month preceding death. Following the Participant’s death, a benefit equal to 25 percent, 50 percent, 75 percent or 100 percent of the reduced amount payable to the Participant shall be payable
for life to the Participant’s spouse, if living at the time of the Participant’s death. A Participant who elects a Normal, Early or Deferred Retirement Benefit, or Vested Termination Benefit, may elect which percentage shall be payable to
the spouse. 
 If the spouse dies after the Participant’s benefit begins, the Participant’s payments will be in the
same reduced amount as is otherwise payable under the Joint and Survivor Annuity. If the spouse dies prior to the date as of which the Participant’s benefit begins, any election of a form of benefit under this Section 5.1(b) shall be
automatically canceled. If the Participant dies prior to the date as of which his or her benefit is to begin, the spouse shall not be entitled to receive any payments under this Section 5.1(b). However, a spouse may be entitled to a benefit
under Section 6.1. 
  

	 	(i)	The monthly benefit payable to the Participant under a 25 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .93 - .0025 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

  
 30 










	 	(ii)	The monthly benefit payable to the Participant under a 50 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .87 - .005 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iii)	The monthly benefit payable to the Participant under a 75 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .82 - .006 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iv)	The monthly benefit payable to the Participant under a 100 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .79 - .0075 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

Notwithstanding the foregoing, effective for a Pension Starting Date on or after January 1, 2005, the amount payable under any Joint
and Survivor Annuity form of payment shall not be less than the applicable Joint and Survivor Annuity benefit that is Actuarially Equivalent to the Participant’s Early, Normal or Deferred Retirement Benefit or Vested Termination Benefit payable
in the form of a Single Life Annuity, as of such Pension Starting Date. 
  

	 	(c)	Lump Sum 

 A “Lump
Sum” distribution which provides a single sum payment representing the Participant’s entire interest in the Plan. The amount of the single sum payment shall be the greatest of: 

 

	 	(i)	the Actuarially Equivalent present value of the Participant’s Minimum Benefit expressed as a Single Life Annuity, commencing at the Participant’s Normal
Retirement Date, 


  
 31 










	 	(ii)	the Participant’s Cash Account balance, 

  

	 	(iii)	the Participant’s Cash Account balance on the Participant’s Early Retirement Date or Vested Termination Date, projected to the Participant’s Normal
Retirement Date using the Five Year U.S. Treasury Constant Maturity Yield for the month of November immediately preceding the Plan Year in which the Participant’s Early Retirement Date or Vested Termination Date, as applicable occurs, as
published in the Federal Reserve Statistical Release, then converted to an annuity using the Actuarially Equivalent factors in Section 1.3(c) for calculating the Cash Account Benefit, then converted to a Lump Sum present value using the
Actuarially Equivalent factors in Section 1.3(c) for calculating Lump Sums, or 

  

	 	(iv)	the Lump Sum benefit amount which is the Actuarially Equivalent present value of the Participant’s Early Retirement Benefit on August 31, 2000; provided such
amount does not exceed $25,000. 

  

	5.2	Automatic Form of Benefit 


Unless a Participant elects otherwise, benefits shall be paid as provided below: 

 

	 	(a)	Married Participants 

 The
qualified joint and survivor annuity under this Plan with respect to a married Participant shall be the 50 percent Joint and Survivor Annuity. Any Participant who is married on his or her Retirement Date or Vested Termination Date, whichever
applies, shall automatically be deemed to have elected the 50 percent Joint and Survivor Annuity option, effective as of such date, with his or her spouse as the joint annuitant. 

A married Participant may reject the 50 percent Joint and Survivor Annuity option, by filing a written notice with the Pension Committee.
Such initial notice, or any subsequent change, must specify the joint annuitant (if applicable) and form of payment elected. A married Participant may file a rejection notice or revoke any such notice during the time periods set forth in
Section 5.4. 
 If a married Participant elects any form of payment other than the 50 percent, 75 percent or 100 percent
Joint and Survivor Annuity with his or her spouse as the joint annuitant, the Participant’s spouse must sign a waiver of the spouse’s right to receive the survivor benefits under a 50 percent Joint and Survivor Annuity. The spouse’s
signature must be notarized, or witnessed by a Plan representative. 

  
 32 










	 	(b)	Single Participants 

 The
qualified joint and survivor annuity under the Plan with respect to a single Participant shall be the Single Life Annuity. Any single Participant shall receive his or her Retirement or Vested Termination Benefits in the form of a Single Life
Annuity. 
 A single Participant may reject the Single Life Annuity option and elect a Lump Sum pursuant to Section 5.1 or
revoke such election, by filing a written notice with the Pension Committee during the time periods set forth in Section 5.4. 
  

	5.3	Limitation on Forms of Payment 

 A Participant may not elect a joint annuitant other than his or her spouse. A Participant must elect a form of payment under which payments will be completed within the Participant’s and
Beneficiary’s life times or within their life expectancies. 
  

	5.4	Benefit Notice, Benefit Election and Consent Requirements 

  

	 	(a)	Benefit Notice 

 A
Participant who wishes to commence benefits must contact the Pension Committee and request the applicable notice and election forms and indicate a date on which he or she may want to commence benefits (the “Requested Date”). A Requested
Date may only be the first day of a month. A Participant who is eligible to commence benefits on a Vested Termination Date may only choose a prospective Requested Date. A Participant who is eligible to commence benefits on a Retirement Date may
choose a prospective Requested Date, or a past Requested Date which is not more than 31 days before the Participant contacts the Pension Committee to request a Benefit Notice. In addition, a Participant who is age 65 or over may also
choose a Requested Date which is his or her Normal Retirement Date or Deferred Retirement Date, whichever applies. Depending on the Participant’s election, his or her Requested Date and Pension Starting Date may be the same or different dates.

 As soon as administratively feasible following a Participant’s request, the Pension Committee shall provide such
Participant with a written notice, referred to as a “Benefit Notice.” The Benefit Notice shall be considered to be provided to the Participant on the date it is mailed to the Participant, or, if not mailed, the date it is actually received
by the Participant. The Benefit Notice shall contain the following information: 
  

	 	(i)	the terms and conditions of the forms of payment available under the Plan and the relative values of the optional forms of payment; 


  
 33 










	 	(ii)	the Participant’s right to waive the automatic form of payment pursuant to Section 5.2; 


 

	 	(iii)	the requirement for spouse consent to waiver of the automatic form of payment pursuant to Section 5.2; 


 

	 	(iv)	the right to revoke a waiver of the automatic payment forms; and 

  

	 	(v)	the Participant’s right to consider the benefit election for at least 30 days before the Pension Starting Date, or in the case of a Retroactive Pension Starting
Date, 30 days before the date on which benefits actually commence, and the right to waive this 30-day election period. 

 The Benefit Notice shall be furnished within a reasonable period (not more than 180 days) prior to the Participant’s Pension Starting Date, unless the Pension Starting Date is a Retroactive Pension
Starting Date. 
 If the Plan provides a Benefit Notice that includes benefits as of a Requested Date, and the Participant does
not complete an election to commence benefits by the end of the 180-day period beginning on the date that such Benefit Notice is provided, such Benefit Notice shall expire. The Participant must begin the process again by contacting the Pension
Committee and selecting a new Requested Date. 
  

	 	(b)	Benefit Election 

  

	 	(i)	Election of Pension Starting Date and Form of Payment 

 A Participant may elect to commence benefits on a Pension Starting Date which is his or her Requested Date, or a later date which is included in his or her Benefit Notice pursuant to Section 5.4(c).

 In addition, a Participant may only elect a Pension Starting Date that: 

 

	 	(A)	falls within 180 days after the date the Benefit Notice is provided (except as provided in Section 5.4(c).); and 


 

	 	(B)	is on or after the date the Participant terminates employment. 

 All Participants may elect a form of payment as explained in the Benefit Notice. 
  

	 	(ii)	Time and Form of Election 


Any election made by the Participant or consent by a spouse pursuant to Section 5.2(a) must be made within 180 days after the date
the Benefit Notice is provided. An election shall be made in writing on forms provided by and filed with the Pension Committee. 

  
 34 










	 	(iii)	Right to Consider Election for 30 Days 

 The Participant has the right to consider his or her benefit election for at least 30 days. The Participant may waive this right and elect a Pension Starting Date that is less than 30 days after the date
the Benefit Notice is provided. If such a Participant elects a Pension Starting Date that is less than 30 days after the date the Benefit Notice is provided, the Participant may change his or her election at any time before (A) the end of the
7-day period that immediately follows the date the Benefit Notice is provided, or (B) the Pension Starting Date, whichever is later. In no event will the first benefit payment be issued until after the end of the 7-day period that follows the
date the Benefit Notice is provided. Any election shall automatically be revoked if the Participant dies prior to the Pension Starting Date. 
  

	 	(c)	Retroactive Pension Starting Date 

 Notwithstanding Section 5.4(a) and Section 5.4(b), a Participant may only elect to commence benefits on a “Retroactive Pension Starting Date” in certain circumstances. A
“Retroactive Pension Starting Date” is a Pension Starting Date that is on or before the date that the Benefit Notice is provided to the Participant. 
 A Participant may elect to commence benefits as of a Retroactive Pension Starting Date only in the circumstances described in (i), (ii), (iii) or (iv) below. 

 

	 	(i)	Vested Termination Benefits 

 A Participant who requests a Benefit Notice pursuant to Section 5.4(a) for benefits to commence on a prospective Vested Termination Date in accordance with Section 3.4, may commence benefits as
of the Requested Date even though such date becomes a Retroactive Pension Starting Date because the Benefit Notice is not provided before the Requested Date (for example, due to administrative delay). In this circumstance, the Participant may elect
to receive: 
  

	 	(A)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the
Benefit Notice is provided; or 


  
 35 










	 	(C)	subject to the terms of Section 5.1(c), a Lump Sum form of payment equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c)),
plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided.


  

	 	(ii)	Early Retirement Benefits 


A Participant who requests a Benefit Notice pursuant to Section 5.4(a)) for benefits to commence on an Early Retirement Date in
accordance with Section 3.2 may commence benefits as of the Requested Date even though such date is or becomes a Retroactive Pension Starting Date because the Benefit Notice is not provided before the Requested Date (for example, due to
administrative delay). In this circumstance, the Participant may elect to receive: 
  

	 	(A)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the
Benefit Notice is provided; or 

  

	 	(C)	subject to the terms of Section 5.1(c), a Lump Sum form of payment equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c)),
plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided.


  

	 	(iii)	Normal Retirement Benefits 

 A Participant who qualifies for benefits to commence on his or her Normal Retirement Date, but does not commence benefits as of or before his or her Normal Retirement Date, may elect to commence benefits
on a 

  
 36 









 
Retroactive Pension Starting Date, subject to the following limitations. Such a Participant may elect to receive: 
  

	 	(A)	any annuity form of payment available under the Plan, determined as of the Participant’s Normal Retirement Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(C)	if a Participant requests a Benefit Notice pursuant to Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also
elect to receive any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided; or 


 

	 	(D)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Normal Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c), plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c),),
and if the Requested Date is a Retroactive Pension Starting Date, plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(3)	if the Participant requests a Benefit Notice under Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also elect
to receive the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided. 


 

	 	(iv)	Deferred Retirement Benefits 

 A Participant who qualifies for benefits to commence on his or her Deferred Retirement Date, but does not commence benefits as of or before his or her Deferred Retirement Date, may elect to commence
benefits as of a Retroactive Pension Starting Date, subject to the following limitations. Such a Participant may elect to receive: 

  
 37 










	 	(A)	any annuity form of payment available under the Plan, determined as of the Participant’s Deferred Retirement Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(C)	if a Participant requests a Benefit Notice pursuant to Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also
elect to receive any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided; or 


 

	 	(D)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Deferred Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c)), plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c))
and if the Requested Date is a Retroactive Pension Starting Date, plus interest pursuant to Section 5.4(c)(v)(D); or 

  

	 	(3)	if the Participant requests a Benefit Notice under Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also elect
to receive the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided. 


 

	 	(v)	Retroactive Pension Starting Date Conditions 

 If a Participant elects to receive benefits based on a Retroactive Pension Starting Date, the following additional conditions must be satisfied: 

 

	 	(A)	The Participant election and any required spouse consent pursuant to Section 5.2(a) must be made within 180 days before the date of the first benefit payment.


  

	 	(B)	The Participant’s benefit amount shall be calculated as of the Retroactive Pension Starting Date elected by the Participant, based on the Plan terms in effect on
such date and the Actuarial Equivalent factors that would have applied if benefits had actually commenced on such date, subject to Section 5.4(c)(v)(C)). 


  
 38 










	 	(C)	If the Retroactive Pension Starting Date is more than twelve months before the date benefits actually commence, the maximum annual benefit (including appropriate
interest adjustments) payable under the Plan pursuant to Section 8.2 shall be calculated as of the date benefits actually commence based on Plan terms and Actuarial Equivalent factors in effect on such date. 


 

	 	(D)	The Participant shall receive a make-up payment to reflect missed payments from the date each payment was due on or after the Retroactive Pension Starting Date to the
date of the actual make-up payment. The make-up payment shall include interest, calculated using the interest rate provided in Section 1.3(a), and shall be compounded monthly to reflect the period between the date each payment was due on or
after the Retroactive Pension Starting Date and the date the make-up payment actually is made. 

  

	 	(E)	If the Participant is married on the date benefits actually commence, the spouse consent requirements of Section 5.2(a) that apply if the Participant elects any
form of payment other than the 50 percent, 75 percent and 100 percent Joint and Survivor Annuity, apply to such spouse. If the Participant was previously married to a different spouse on the Retroactive Pension Starting Date, the spouse consent
requirements of Section 5.2(a) do not apply to the former spouse, unless a qualified domestic relations order requires that they also apply to the former spouse. 


 

	 	(F)	If a Participant is married on the date benefits actually commence, his or her spouse must sign the election of a Retroactive Pension Starting Date if the monthly
survivor annuity amount payable to the spouse based on the Retroactive Pension Starting Date is less than the monthly survivor annuity amount payable to the spouse under a 50 percent joint and survivor annuity determined as if the actual benefit
commencement date was the Pension Starting Date. The spouse’s signature must be notarized, or witnessed by a Plan representative. 

  

	 	(G)	The first benefit payment must be made more than seven days after the date on which the Benefit Notice is provided. 


  
 39 










	5.5	Directed Rollovers 

  

	 	(a)	General Rule 

 A
Participant, spouse Beneficiary, former spouse alternate payee, or non-spouse Beneficiary (each referenced as a “distributee”) who is entitled to or elects a Lump Sum benefit may direct the Pension Committee to pay part or all of the
benefit to a trustee or custodian of Eligible Retirement Plan that accepts such directed rollovers, subject to the following provisions: 
  

	 	(i)	a distributee may not request a directed rollover of an amount distributed due to the minimum required distribution following the Participant’s Required Beginning
Date pursuant to Section 10.5(c); 

  

	 	(ii)	the rollover of a distribution may only be directed to one qualified plan or IRA; 


 

	 	(iii)	a non-spouse Beneficiary (who is not a former spouse alternate payee) may only direct a rollover to an individual retirement account described in Code
Section 408(a) or an individual retirement annuity described in Code Section 408(b), established for the purpose of receiving such rollover; and 

  


	 	(iv)	a distributee must provide the information or documentation reasonably requested by the Pension Committee. 


“Eligible Retirement Plan” means an individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified plan described in Code Section 401(a), that accepts the eligible rollover distribution. “Eligible Retirement
Plan” may also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. 
  

	 	(b)	Notice to Participants 


The Pension Committee shall furnish each distributee eligible for a directed rollover under this section with a written explanation of the
directed rollover opportunity and related withholding consequences of not choosing a directed rollover within a reasonable period (at least 30 but not more than 180 days) prior to the distributee’s Pension Starting Date. The explanation shall
clearly indicate that the distributee has the right to a 30-day waiting period to consider the election. The distributee may waive the 30-day period by an affirmative election to make or not make a directed rollover in writing on forms provided by
the Pension Committee. The forms shall indicate that the distributee has a right to consider whether to roll over his or her benefit from the Plan for at least 30 days. 

  
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 ARTICLE VI 
 DEATH BENEFITS 
  

	6.1	Pre-Retirement Death Benefit 

 In the event a Participant dies after becoming vested and before commencing to receive Retirement Benefits or Vested Termination Benefits under the Plan, his or her Beneficiary shall receive a
pre-retirement death benefit. In the event a Participant is married at the time of death, his or her spouse shall be the Beneficiary. A married Participant may not elect a non-spouse Beneficiary to receive pre-retirement death benefits. The time of
commencement and the amount of the death benefit is described below. 
  

	 	(a)	Surviving Spouse Beneficiary  

 A surviving spouse Beneficiary shall receive a monthly death benefit payable from the first day of the month coinciding with or following the date of the Participant’s death, through the first day of
the month preceding the Beneficiary’s death. 
 The death benefit shall equal the greater of: 

 

	 	(i)	the amount payable to the Beneficiary under a 50 percent joint and survivor annuity form of payment if the Participant had terminated on the earlier of the date of
actual termination of employment or the date of death, survived to the date spouse benefits commence and commenced receiving Vested Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits commence; and


  

	 	(ii)	the amount of a Single Life Annuity that is Actuarially Equivalent (based on the spouse’s age) to the benefit that would have been payable to the Participant in
the form of a Lump Sum if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date spouse benefits commence and commenced receiving Vested Termination Benefit or
Retirement Benefit payments, whichever applies, as of the date death benefits commence. 


Notwithstanding the foregoing, in the event a Participant dies prior to his or her Normal Retirement Date, a surviving
spouse entitled to benefits may elect to postpone commencement of benefits to the first day of any month on or before December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31
of the calendar year in which the Participant would have attained age 70 1/2, if later. If a surviving spouse Beneficiary dies before death benefits commence, no death benefit shall be payable under the Plan. 

  
 41 









 A spouse Beneficiary may elect to receive a Lump Sum form of payment in lieu of the monthly
benefit described above, subject to the limit described below. If a spouse Beneficiary elects a Lump Sum, such election must be in writing and made not earlier than 180 days prior to the date monthly benefits would otherwise commence. A Lump Sum
benefit is only payable if the spouse commences benefits on the first day of the month coinciding with or following the date the Lump Sum election is filed with the Pension Committee. The Lump Sum benefit shall equal the greater of: 

 

	 	(iii)	the amount that is Actuarially Equivalent to the monthly benefit described above, and 


 

	 	(iv)	the value of the Participant’s Cash Account balance. 

  

	 	(b)	Non-Spouse Beneficiary 

 A
non-spouse Beneficiary shall receive a death benefit payable as soon as administratively feasible after the Participant’s death, in a single sum payment. 
 The amount of the benefit shall equal the Lump Sum amount that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment
or the date of death, survived to the date death benefits commence and received a Lump Sum Vested Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 

 

	 	(c)	Estate 

 If there is no
Beneficiary following the Participant’s death, a benefit shall be payable to the Participant’s estate in accordance with Section 1.6. Such benefit shall be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. 
 The amount of the benefit payable to the estate shall equal the Lump Sum amount
that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested
Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 

  
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	6.2	Post-Retirement Spouse’s Death Benefit 

 Upon the death of a Participant who retired before January 1, 2002, and who was a Participant in the Burlington Northern Inc. Pension Plan on December 31, 1983, and who terminated on
or after his or her earliest Retirement Date, and had Credited Service prior to January 1, 1984, and elected an annuity form of payment, the Participant’s surviving spouse, if the Participant was married to such spouse throughout the
one-year period ending on the Retirement Date, shall receive a monthly benefit commencing on the first day of the month following the date of the Participant’s death, and ending on the first day of the month, preceding the spouse’s death.
The amount of such monthly benefit shall be the amount specified in Appendix II. 

  
 43 









 ARTICLE VII 
 VESTING 
  

	7.1	Vesting 

 Each Participant
shall have a vested, nonforfeitable right to his or her Accrued Benefit multiplied by the appropriate vesting percentage in accordance with the following table: 
  

					
	Years of Service	 		  	Percent Vested
	 Less than 5
	 		  	0%
	 5
	 		  	100%

 In addition, each
Participant shall have a 100 percent vested nonforfeitable right to his or her Accrued Benefit on the date he or she attains age 65, provided he or she is an Employee on such date. Each Participant who has three Years of Service on
January 1, 2000, shall also have a 100 percent vested nonforfeitable right to his or her Accrued Benefit in the event the Participant dies provided he or she is an Employee on such date. An Employee who terminates with 0 percent
vested shall be deemed to be “nonvested”. 
  

	7.2	Termination Prior to Vesting 

  

	 	(a)	Forfeiture of Service 

 If
a nonvested Participant incurs a five-consecutive-year Break-in-Service, his or her Years of Service and Credited Service preceding the five-consecutive-year Break-in-Service shall be disregarded, and any Accrued Benefit earned prior to the
five-consecutive-year Break-in-Service shall be forfeited. 
 If a vested Participant incurs a Break-in-Service and is
subsequently rehired, all Years of Service and Credited Service before and after the Break-in-Service shall be aggregated. 

Notwithstanding the foregoing, in the event service is forfeited under the terms of a Predecessor Plan and the individual later becomes a
Participant in this Plan, such forfeited service shall remain forfeited. 
  

	 	(b)	Deemed Cash-Out of Accrued Benefit 

 If a nonvested Participant terminates employment, the Participant shall be deemed to have received a distribution of his or her Accrued Benefit upon termination, and shall no longer be a Participant. If
the Participant resumes employment with the Employer before incurring a five-consecutive-year Break-in-Service, his or her Accrued Benefit, Years of Service and Credited Service preceding the Break-in-Service shall be reinstated upon reemployment,
in accordance with Section 4.6(c). 

  
 44 










	 	(c)	Grandfather for Certain Participants on January 1, 2000 

 Notwithstanding the foregoing, if a Participant had at least three Years of Service on January 1, 2000, all Years of Service and Credited Service before and after a Break-in-Service shall be
aggregated. 
  

	7.3	Forfeitures 

 Any
forfeitures arising under this Plan shall be used only to offset future Employer contributions and shall not affect any Participant’s Accrued Benefit. 
  

	7.4	Amendment of Vesting Schedule 

 The Employer reserves the right to amend the vesting schedule set forth in Section 7.1 at any time pursuant to Section 12.1; however, no such amendment shall reduce the vested percentage of a
Participant’s Accrued Benefit, determined as of the date immediately preceding the later of the date on which such amendment is adopted or effective, to a percentage that is less than the Participant’s vested percentage as computed under
the Plan without regard to the amendment. 
 In the event the Employer amends the vesting schedule, each Participant having at
least three Years of Service with the Employer may elect to have his or her vested Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his or her election with the Administrative Committee within 60
days of the latest of: 
  

	 	(a)	the Employer’s adoption of the amendment; 

  

	 	(b)	the effective date of the amendment; or 

  

	 	(c)	the Participant’s receipt of written notice of the amendment. 

 Notwithstanding the above, a Participant is not entitled to the election if the Participant’s vested percentage determined under the Plan, as amended, is at all times at least as great as the
Participant’s vested percentage determined under the Plan without regard to the amendment. For purposes of this Section 7.4, an amendment to the vesting schedule includes any Plan amendment which directly or indirectly affects the vested
percentage of a Participant’s right to his or her Accrued Benefit. 

  
 45 









 ARTICLE VIII 
 LIMITATIONS ON BENEFITS 
  

	8.1	Limitation on Benefits 


To prevent discrimination in favor of highly-compensated Participants upon early termination of the Plan, the following limitations govern
allocation of Trust assets. 
  

	 	(a)	General Rule 

 In the
event the Plan terminates, the benefit of any “Highly Compensated Employee” and any “Former Highly Compensated Employee” (as defined below) shall be limited to a benefit that is nondiscriminatory under Code
Section 401(a)(4). 
  

	 	(b)	Limit on Annual Payments 


Annual payments to an Employee in the “Restricted Group” (as defined below) are restricted to an amount equal to the payments
that would be made on behalf of the Employee: 
  

	 	(i)	under a Single Life Annuity that is Actuarially Equivalent to the sum of the Employee’s Accrued Benefit and the Employee’s other benefits under the Plan
(other than a Social Security supplement); plus 

  

	 	(ii)	the amount of any Social Security supplements the Employee is entitled to receive. 


This restriction will not apply if: 
  

	 	(A)	after payment to an Employee in the Restricted Group of all “Benefits” (as defined below), the value of Plan assets equals or exceeds 110 percent of the
value of current liabilities, as defined in Code Section 412(l)(7); 

  

	 	(B)	the value of the Benefits for an Employee in the Restricted Group is less than 1 percent of the value of current liabilities before distribution of such Benefits; or


  

	 	(C)	the value of the Benefits for an Employee in the Restricted Group does not exceed the small benefit amount described in Section 10.7(c). 


  
 46 










	 	(c)	Definitions 

  

	 	(i)	The “Restricted Group” consists of the 25 highest-paid current and former Highly Compensated Employees or all current and former Highly Compensated
Employees if less than 25. 

  

	 	(ii)	“Benefit” means loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living
Employee or former Employee, and any non-insured death benefits. 

  

	 	(iii)	“Highly Compensated Employee” means, effective January 1, 1997, any Employee who: (1) was a 5 percent owner (as defined in Code
Section 416(i)(1)) of any Affiliated Companies, at any time during the Plan Year or the preceding Plan Year, or (2) for the preceding Plan Year had Compensation from the Employer in excess of $80,000 (as adjusted). The $80,000 amount is
adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. 


In determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning January 1, 1997, the amendments
to Code Section 414(q) stated in the preceding paragraph is treated as having been in effect for the Plan Year beginning January 1, 1996. 
  

	 	(iv)	“Former Highly Compensated Employee” means any Employee who terminated service (or was deemed to have terminated service) prior to the Plan Year, performs no
service for the Employer during the current Plan Year, and was a Highly Compensated Employee for either the year of termination or any Plan Year ending on or after the Employee attains age 55. 


 

	 	(d)	Limitations Not Effective 


The limitations contained in this section shall not restrict the annual amount paid to a Participant in the Restricted Group provided the
Participant agrees to repay an amount necessary for the distribution of assets upon Plan termination to satisfy Code Section 401(a)(4). Such Participant must agree to repay amounts paid to him or her to the extent they exceed the amount he or
she would have received if the restrictions under this section had been applied. The agreement to repay must be secured by deposit in escrow of property having a market value of 125 percent of the amount subject to repayment. If the value of the
property falls below 110 percent of the repayment amount, the Participant must deposit additional property to again satisfy the 125 percent requirement. Alternatively, the agreement to repay may be secured or collateralized by posting a bond or
letter of credit equal to at least 100 percent of the repayment amount. Such bond must be furnished by an insurance company or bonding company or other surety approved by the U.S. Department of Treasury as an acceptable surety for federal bonds.


  
 47 









 Any such repayment agreement shall be terminated and any property in escrow shall be
returned and any bond or letter of credit may be canceled in the event one of the three conditions set forth in Section 8.1(b) is satisfied or the Plan terminates and benefits received by the Participant are nondiscriminatory in accordance with
Code Section 401(a)(4). 
  

	 	(e)	Regulatory Authority 


This section is intended to comply with Section 1.401(a)(4)-5(b) of the Treasury regulations, and shall be superseded to the extent
any provision of such regulation conflicts with the limitations stated herein. 
  

	8.2	Maximum Annual Benefit Payable Under the Plan 

 For purposes of this Section 8.2, the Employer and any Affiliated Companies shall be considered a single employer, to the extent required by the Code. Benefit increases resulting from the increase in
the limitations of Code Section 415(b) which are effective January 1, 2002, shall be provided to all Employees participating in the Plan who have one Hour of Service on or after January 1, 2002. 

 

	 	(a)	Primary Rule 


Notwithstanding any other Plan provision to the contrary, the annual Employer provided benefit payable to or on behalf of a Participant
under the Plan (after any adjustments required under the Plan to reflect commencement of benefits other than at Normal Retirement Date, an optional form of payment or death benefit coverage) shall not exceed the lesser of: 

 

	 	(i)	the “Dollar Limitation” which means the greater of (A) the Participant’s current Accrued Benefit on December 31, 1982 under the Burlington
Northern Inc. Pension Plan, or (B) $160,000, as adjusted in such manner as the Secretary shall prescribe, effective January 1 of each year, under Section 8.2(b) of the Plan and Code Section 415(d), and payable in the form of a
straight life annuity; the Dollar Limitation as adjusted under Code Section 415(d) will apply to each calendar year for which the adjustment applies; or 


 

	 	(ii)	the “Compensation Limitation” which means the Participant’s average annual Compensation from the Employer for the consecutive calendar years (not in
excess of three such years) during which he or she was an active Participant in the Plan (for Plan Years prior to January 1, 2006) for which such average is highest. 


  
 48 









 The Dollar Limitation and Compensation Limitation shall each be adjusted if the Participant
commences benefits before age 62 or after age 65 or if the Participant has less than ten years of participation or ten years of employment, pursuant to Sections 8.2(c) and 8.2(f). 

 

	 	(b)	Cost-of-Living Adjustment 


The Dollar Limitation prescribed above shall be automatically adjusted for cost-of-living increases, to the maximum permissible
dollar limitation determined by the Commissioner of the Internal Revenue Service. Notwithstanding Section 4.7, the dollar amount applicable in computing the benefit payable to any Participant shall be the dollar amount in effect for the
calendar year in which the benefit commences. 
  

	 	(c)	Adjustment for Early or Late Retirement 

  

	 	(i)	Retirement Before Age 62  


If the benefit of a Participant begins prior to age 62, the Dollar Limitation under Section 8.2(a)(i) applicable to the Participant
at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the Actuarial Equivalent of the Dollar Limitation applicable to the Participant at age 62. The Dollar Limitation applicable
at an age prior to age 62 is determined as the lesser of (A) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using the interest rate and mortality table (or other tabular factor) used to determine the Participant’s
Early Retirement Benefit pursuant to Section 4.3(a) and (B) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using a 5 percent interest rate in lieu of the interest rate specified in Section 1.3, and the
applicable mortality table as defined in Section 1.3. Any decrease in the Dollar Limitation determined in accordance with this subparagraph 8.2(c)(i) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the
Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account. 
  

	 	(ii)	Retirement After Age 65  


If the benefit of a Participant begins after the Participant attains age 65, the Dollar Limitation applicable to the Participant at the
later age is the annual benefit payable in the form of a straight life annuity beginning at the later age that is Actuarially Equivalent to the Dollar Limitation applicable to the Participant at age 65. The Actuarial Equivalent of the Dollar
Limitation applicable at an age after age 65 is determined as (A) the lesser of the Actuarial Equivalent (at such age) of the Dollar Limitation computed using the interest rate and mortality table (or other tabular factor) used to determine the
Participant’s Deferred Retirement Benefit 

  
 49 









 
pursuant to Section 4.4 and (B) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using a 5 percent interest rate assumption in lieu of the interest rate
specified in Section 1.3(a), and the applicable mortality table as defined in Section 1.3(a). For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored. 

 

	 	(d)	Annual Benefit 


Notwithstanding the foregoing, if the annual benefit, excluding ancillary benefits, to be paid to a Participant under the Plan is not in
the form of a Single Life Annuity or in the statutory 50 percent joint and survivor annuity option, the benefit considered to be payable to a Participant under the Plan for purposes of Section 8.2 shall be Actuarially adjusted to the
extent required under Code Section 415(b)(2). 
  

	 	(e)	Actuarial Adjustment  


Any Actuarial adjustments under Section 8.2(d) shall be as follows: 

 

	 	(i)	For Plan Years Beginning Before January 1, 1995 

 For Plan Years beginning before January 1, 1995, the Actuarial adjustment shall be computed using the interest rate specified in the Plan for adjusting benefits in the same form of payment or 5
percent, whichever results in a greater benefit. 
  

	 	(ii)	For Plan Years Beginning On or After January 1, 1995 

 Except as provided below in Subsection (iii), for Plan Years beginning on or after January 1, 1995, the Actuarial adjustment shall be computed using the interest rate and mortality table specified in
the Plan for adjusting benefits in the same form, or 5 percent and the mortality table set forth in Section 1.3(a) for Plan Years commencing prior to January 1, 1999, and Section 1.3(c) for Plan Years commencing on or after
January 1, 1999, whichever results in a greater benefit. 
  

	 	(iii)	For Payment Forms Other Than Nondecreasing Annuity 

 For Plan Years beginning on or after January 1, 1995, in determining the actuarially equivalent straight life annuity for a benefit form other than a nondecreasing annuity payable for a period of not
less than the Participant’s life (or the surviving spouse’s life in the case of a qualified preretirement survivor death benefit), or decreases during the Participant’s life as a result of the death of a joint annuitant (if the
reduction is not below 50 percent of the benefit payable before the joint annuitant’s death) or as a result of the cessation or reduction of Social Security supplements 

  
 50 









 
or qualified disability payments, the interest rate will be the interest rate set forth in Section 1.3(b) for Plan Years that commence prior to January 1, 1999 and Section 1.3(c)
for Plan Years that commence on or after January 1, 1999; provided that the following special interest rate shall apply for the benefits described. For benefits with a Pension Starting Date in 2004 or 2005, for purposes of adjusting any benefit
payable in a form that is subject to the minimum present value requirements of Code Section 417(e)(3), the interest rate assumption shall be 5.5 percent, if greater than the rate described in Section 1.3(c). 

 

	 	(f)	Special Provisions Regarding Participants With Fewer Than Ten Years of Participation or Service 


In the case of any Participant who participated in the Plan for fewer than 10 years, the maximum dollar benefit otherwise applicable under
Section 8.2(a)(i) shall be multiplied by a fraction whose numerator is the Participant’s years of participation in the Plan (including fractions thereof, but not less than 1) and whose denominator is 10. 

In the case of any Participant who was employed by the Employer for fewer than 10 years, the maximum benefit otherwise applicable under
Section 8.2(a)(ii), shall be multiplied by a fraction whose numerator is the Participant’s years of employment with the Employer (including fractions thereof, but not less than 1) and whose denominator is 10. 

 

	 	(g)	Transition Rule 

  

	 	(i)	Tax Reform Act of 1986 


The limitations of Section 8.2(a)(i) shall not reduce a Participant’s annual benefit to less than his or her Accrued Benefit as
of December 31, 1986, disregarding any change in the terms of the Plan and any cost-of-living adjustments after May 5, 1986. 
  

	 	(ii)	Retirement Protection Act of 1994 (“RPA ‘94”) 

 The limitations of Section 8.2(a)(i) shall not reduce a Participant’s annual benefit to less than his or her “RPA ‘94 old law benefit.” A Participant’s “RPA ‘94 old
law benefit” is the Participant’s Accrued Benefit as of December 31, 1998. In determining the amount of Participant’s RPA ‘94 old law benefit, the following shall be disregarded: 

 

	 	(A)	any Plan amendment increasing benefits adopted after January 1, 1999; and 


  
 51 










	 	(B)	any cost of living adjustments that become effective after such date. 

  

	 	(h)	Aggregation With Other Defined Benefit Plans 

 If a Participant also participates in any other defined benefit pension plan maintained by the Employer, the provisions of Section 8.2 shall be applied on an aggregate basis to the benefits payable
under this Plan and each such other plan. Any reduction in the aggregate benefits payable under this Plan and any such other plan due to the application of this section shall be made on a pro rata basis. 

 

	 	(i)	Effect of Repeal of Code Section 415(e) 

 Effective as of January 1, 2000, and notwithstanding any other provision of the Plan, for any Participant whose employment with all Affiliated Companies last terminated prior to such date and
who has not yet commenced benefits, his or her Accrued Benefit (including any death benefit based on such Accrued Benefit) shall be determined by applying the terms of the Plan implementing the limitations of Code Section 415 as if the
limitations of such Section 415 continued to include the limitations of Code Section 415(e) as in effect on December 31, 1999. For this purpose, the defined contribution fraction is set equal to the defined contribution fraction
as of December 31, 1999. 

  
 52 









 ARTICLE IX 
 TOP HEAVY PROVISIONS 
  

	9.1	Scope 

 Notwithstanding
any Plan provision to the contrary, for any Plan Year in which the Plan is Top Heavy within the meaning of Code Section 416(g), the provisions of this Article IX shall govern to the extent they conflict with or specify additional
requirements to the Plan provisions governing Plan Years which are not Top Heavy. 
  

	9.2	Top Heavy Status 

  

	 	(a)	Top Heavy 

 This Plan
shall be “Top Heavy” if, as of the Determination Date, (1) the sum of the Aggregate Accounts of Key Employees, or (2) the Present Value of Accrued Benefits of Key Employees under this Plan and any plan of an Aggregation Group,
exceeds 60 percent of the Aggregate Accounts or the Present Value of Accrued Benefits of all Participants under this Plan and any plan of an Aggregation Group. 
 The Present Value of Accrued Benefits and/or Aggregate Account balance of a Participant who was previously a Key Employee but is no longer a Key Employee (or his or her Beneficiary), shall not be taken
into account for purposes of determining Top Heavy status. Further, a Participant’s Present Value of Accrued Benefits and/or Aggregate Account balance shall not be taken into account if he or she has not performed services for the Affiliated
Companies during the one - year period ending on the Determination Date. 
  

	 	(b)	Super Top Heavy 

 This
Plan shall be “Super Top Heavy” if, as of the Determination Date, (1) the sum of the Aggregate Accounts of Key Employees, or (2) the Present Value of Accrued Benefits of Key Employees under this Plan and any plan of an
Aggregation Group, exceeds 90 percent of the Aggregate Accounts or the Present Value of Accrued Benefits of all Participants under this Plan and any plan of an Aggregation Group. 

 

	 	(c)	Determination Date 


Whether the Plan is Top Heavy for any Plan Year shall be determined as of the Determination Date. “Determination Date” means
(a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year. 

  
 53 










	 	(d)	Valuation Date 


“Valuation Date” means, for purposes of determining Top Heaviness, the Determination Date. 

 

	 	(e)	Aggregate Account 


“Aggregate Account” means, with respect to a Participant, his or her adjusted account balance in a defined contribution plan, as
determined under the top heavy provisions of such plan. 
  

	 	(f)	Present Value of Accrued Benefits 

 “Present Value of Accrued Benefits” means the sum of: 
  

	 	(i)	the Actuarial Equivalent present value of the Accrued Benefit under the Plan as of the Valuation Date, and 


 

	 	(ii)	distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending
on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” 


An unrelated rollover or transfer is one which is both initiated by the Employee and made between plans of different employers. A related
rollover or transfer is one which is either not initiated by the Employee or made between plans of the same employer. 
  

	 	(g)	Key Employee 

 “Key
Employee” means any Employee or former Employee (including any deceased Employee and his or her Beneficiaries) who at any time during the Plan Year containing the Determination Date is included in one of the following categories as within the
meaning of Code Section 416(i)(1), applicable regulations and other applicable guidance issued thereunder: 
  

	 	(i)	an officer of the Employer whose annual aggregate Compensation from the Affiliated Companies exceeds $130,000 (as adjusted under Code Section 416(i)(1) for Plan
Years beginning after December 31, 2002, provided that no more than 50 Employees shall be considered officers, or if less, the greater of 10 percent of the Employees or three; 


  
 54 










	 	(ii)	an Employee who owns more than 5 percent of the Employer; or 

  

	 	(iii)	an Employee who owns more than 1 percent of the Employer with annual aggregate Compensation from the Affiliated Companies that exceeds $150,000.


  

	 	(iv)	For this purpose, annual Compensation means Compensation within the meaning of Code Section 415(c)(3) as defined in Section 1.11. 


 

	 	(h)	Aggregation Group 


“Aggregation Group” means the group of plans that must be considered as a single plan for purposes of determining whether the
plans within the group are Top Heavy (Required Aggregation Group), or the group of plans that may be aggregated for purposes of Top Heavy testing (Permissive Aggregation Group). The Determination Date for each plan must fall within the same calendar
year in order to aggregate the plans. 
  

	 	(i)	The Required Aggregation Group includes each plan of the Affiliated Companies in which a Key Employee is a participant in the Plan Year containing the Determination
Date or any of the four preceding Plan Years, and each other plan of the Affiliated Companies which, during this period, enables any plan in which a Key Employee participates to meet the minimum participation standards or non-discriminatory
contribution requirements of Code Sections 401(a)(4) and 410. 

  

	 	(ii)	A Permissive Aggregation Group may include any plan sponsored by an Affiliated Company provided the group as a whole continues to satisfy the minimum participation
standards and non-discriminatory contribution requirements of Code Section 401(a)(4) or 410. 

 Each plan
belonging to a Required Aggregation Group shall be deemed Top Heavy, or non-Top Heavy in accordance with the group’s status. In a Permissive Aggregation Group that is determined Top Heavy only those plans that are required to be aggregated
shall be Top Heavy. In a Permissive Aggregation Group that is not Top Heavy, no plan in the group shall be Top Heavy. 
  

	9.3	Minimum Top Heavy Benefit 

  

	 	(a)	General Rule 

 For any Top
Heavy Plan Year, a non-Key Employee who completes a Year of Service shall have an Accrued Benefit at least equal to the minimum benefit described herein. The minimum Accrued Benefit at any point in time equals the lesser of: 

 

	 	(i)	2 percent multiplied by Top Heavy Years of Service, or 


  
 55 










	 	(ii)	20 percent, 

 multiplied by such
Participant’s “Average Compensation.” “Average Compensation” means a Participant’s average Compensation for the five consecutive years when such Participant had the highest aggregate Compensation from the Employer.
However, Compensation received for non-Top Heavy Plan Years shall be disregarded. The benefit described herein is expressed as an annual benefit in the form of a Single Life Annuity (with no ancillary benefits), commencing at normal retirement age.

 For purposes of satisfying the minimum benefit requirements of Code Section 416(c)(1) and the Plan, in determining Years
of Service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Code Section 410(b)) no Key Employee or former Key
Employee. 
 A non-Key Employee shall not be denied this minimum benefit because he or she was not employed on a specified date,
failed to make any mandatory employee contributions, or failed to earn a specified amount of Compensation. 
  

	 	(b)	Special Two Plan Rule 


Where this Plan and a defined contribution plan belong to an Aggregation Group that is determined Top Heavy, the minimum benefit required
under (a) above for any non-Key Participant who also participates in the defined contribution plan shall be reduced by the minimum contribution and forfeiture allocated to the non-Key Participant’s accounts pursuant to the defined
contribution plan’s top heavy provisions. Such offset shall be in accordance with the safe harbor rules of Section 1.416-1(M-12) of the Treasury regulations. 
  


	9.4	Vesting 

  

	 	(a)	Top Heavy Schedule 

 For
any Top Heavy Plan Year, each Participant who completes an Hour of Service in such Year shall become vested and have a nonforfeitable right to Retirement Benefits he or she has earned under the Plan in accordance with the following table:

  

			
	Years of Service	  	Vesting Percentage
	Less than 2	  	  0%
	2	  	  20%
	3	  	  40%
	4	  	  60%
	5 or More	  	100%


  
 56 









 Provided, however, that a Participant’s vesting percentage shall not be less than the
percentage determined under the table in Section 7.1. 
  

	 	(b)	Return to Non-Top Heavy Status 

 If the Plan becomes Top Heavy and ceases to be Top Heavy in any subsequent Plan Year, the vesting schedule shall automatically revert to the vesting schedule in effect before the Plan became Top Heavy.
Such reversion shall be treated as a Plan amendment pursuant to the terms of the Plan, and shall not cause a reduction of any Participant’s nonforfeitable interest in the Plan on the date of such amendment. 

A Participant with three or more Years of Service as of the end of the election period, may elect to remain covered by the Top Heavy
vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end 60 days after the latest of: 
  

	 	(i)	the adoption date of the amendment, 

  

	 	(ii)	the effective date of the amendment, or 

  

	 	(iii)	the date the Participant receive written notice of the amendment from the Pension Committee. 


  
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 ARTICLE X 
 ADMINISTRATION OF THE PLAN 
  

	10.1	Plan Administrator 

 The
Pension Committee and Trustee shall have only those specific powers, duties, responsibilities and obligations provided to each under the Plan or the Trust, including as follows: 

 

	 	(a)	The Pension Committee shall be the Plan Administrator and shall have sole authority and responsibility for the administration of the Plan as specified in the Plan and
the Trust, and under the terms of ERISA, including the discretionary authority to interpret the provisions of the Plan and the facts and circumstances of claims for benefits. 


 

	 	(b)	The Pension Committee shall have the sole authority to appoint and remove the Trustee and the Investment Manager. 


 

	 	(c)	The Trustee shall have the responsibility for administration of the Trust and management of the assets held under the Trust as provided therein.


 The Pension Committee and Trustee may each rely upon any such information or direction from, or action of, each
other as being proper under the Plan and the Trust, and each of them is not required to inquire into the propriety of any such information, direction or action. Neither the Pension Committee nor the Trustee guarantees the Trust Fund in any manner
against investment loss or depreciation in asset value. 
  

	10.2	The Pension Committee 

  

	 	(a)	General 

 The Chief
Executive Officer of Plum Creek Timber Company, Inc. shall appoint a committee consisting of three or more members, who are Employees, which shall be known as the “Pension Committee.” The Pension Committee shall be responsible for the
administration of the Plan, in accordance with its terms and ERISA, except for duties and responsibilities specifically vested in the Trustee and duties and responsibilities specifically vested in the Investment Manager. The Chief Executive Officer
of Plum Creek Timber Company, Inc. shall have the right at any time, with or without cause, to remove any member or members of the Pension Committee by providing a written notice of removal to each Pension Committee member who is removed. A member
of the Pension Committee may resign, effective upon delivery of a written resignation to the Chief Executive Officer of Plum Creek Timber Company, Inc. A member of the Pension Committee shall automatically be removed from the Pension Committee
effective on the date he or she is no longer an Employee. 

  
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 Upon the resignation, removal or failure or inability for any reason of any member of the
Pension Committee to act hereunder, the Chief Executive Officer of Plum Creek Timber Company, Inc. shall appoint a successor member if the failure to do so would cause the Pension Committee to consist of less than three members. All successor
members of the Pension Committee shall have all the rights, privileges and duties of their predecessors, but shall not be held accountable for the acts of their predecessors. 
 To the extent required by ERISA, the Chief Executive Officer of Plum Creek Timber Company, Inc. shall be responsible for periodically monitoring the performance of the Pension Committee. The Chief
Executive Officer shall not participate in any Pension Committee deliberations or decisions concerning the administration of the Plan and shall not direct or veto any Pension Committee actions with respect to the Plan, and shall not be responsible
for any Plan administration, other than the appointment, monitoring and removal of Pension Committee members. 
  

	 	(b)	Notice to Trustee of Committee Members 

 Promptly after the appointment of the original members, and any successor member of the Pension Committee, the Pension Committee shall notify the Trustee, in writing, as to the names of the persons
appointed as members or successor members of the Pension Committee. 
  

	 	(c)	Procedures 

 The Pension
Committee may act at a meeting, or by writing without a meeting, by a vote or written assent of a majority of its members. The Pension Committee shall elect a chairman and a secretary. The secretary may, but need not be, a member of the Pension
Committee. Any member of the Pension Committee may sign any report required by law or other filing (including required and voluntary filings of any type) sent to any governmental agency, on behalf of all members of the Pension Committee. The Senior
Vice President, General Counsel and Corporate Secretary of Plum Creek Timber Company, Inc. shall be the Plan’s agent for service of legal process, and shall forward all necessary communication to the Trustee. 

The Pension Committee shall keep a record of all of its proceedings and shall keep or cause to be kept all books of account, records and
other data as may be necessary or advisable in its judgment for the administration of the Plan, including records relating to each Participant’s service, accrued benefits, notifications to Participants and annual reports to the Internal Revenue
Service, the Department of Labor and the Pension Benefit Guaranty Corporation. 

  
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 The Pension Committee may adopt such additional rules and procedures as it deems desirable
for the conduct of its affairs and the administration of the Plan, provided that any such rules and procedures shall be consistent with the provisions of the Plan and ERISA. 

 

	 	(d)	Decisions Affecting a Member 

 Each member of the Pension Committee shall be an employee of one of the Employers or Plum Creek Timber Company, Inc. Such status shall not disqualify the Committee member from taking any action hereunder
or render him or her accountable for any distribution or other material advantage received by him or her under the Plan, provided that no member of the Pension Committee who is a Participant shall take part in any action of the Pension Committee or
any matter involving solely his or her rights under the Plan. 
  

	 	(e)	Allocation and Delegation of Responsibilities 

 The members of the Pension Committee may allocate their responsibilities among themselves and may designate any person (including without limitation an Employee), partnership or corporation, to carry out
any of its responsibilities under the Plan or the Trust. Any such allocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan. 

The Pension Committee may appoint such counsel (who may be counsel for any Employer), specialists, and other persons as it deems necessary
or desirable in connection with the administration of this Plan. 
  

	 	(f)	Plan Interpretation and Records 

 The Pension Committee shall have the duty and authority to interpret and construe the Plan in regard to all questions of eligibility, the status and rights of Participants and Beneficiaries under the
Plan, and the manner, time and amount of payment of any distributions under the Plan. Each Employer shall, from time to time, upon request of the Pension Committee, furnish to the Pension Committee and certify thereto as correct such data and
information as the Pension Committee shall require in the performance of its duties. 
  

	 	(g)	Exclusive Benefit 

 The
members of the Pension Committee, and each of them, shall discharge their duties with respect to the Plan (i) solely in the interest of the Participants and their Beneficiaries, and (ii) for the exclusive purposes of providing benefits to
Participants and their Beneficiaries and of defraying reasonable expenses of administering the Plan. 

  
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	 	(h)	No Compensation 

 A member
of the Pension Committee shall not receive any compensation or fee for his or her services on the Pension Committee, but may be reimbursed for reasonable and necessary expenditures incurred in the discharge of duties as a Pension Committee member.

  

	 	(i)	Reliance on Information 


The Pension Committee members shall be entitled to rely on all tables, valuations, certificates and reports made by consultants,
accountants and any other advisors employed by the Plan, and shall be entitled to rely upon all opinions given by legal counsel employed by the Plan. The members of the Pension Committee shall be fully protected in respect of any action taken or
suffered by them in good faith in reliance upon any such consultant, accountant, advisor or counsel, and all action so taken or suffered shall be conclusive upon all Participants and Beneficiaries under the Plan. 

 

	10.3	Expenses 

 All costs and
expenses incurred in administering the Plan and the Trust Fund, including without limitation the expenses of the Pension Committee, the fees of the actuary, the fees of counsel and any agents for the Pension Committee, the fees and expenses of the
Trustee, the fees of counsel for the Trustee and other administrative expenses shall be paid by the Trustee from the Trust Fund to the extent such expenses are not paid by the Employers. The Pension Committee, in its sole discretion, shall determine
the portion of an expense, if any, which may be paid by the Trustee from the Trust Fund. The Pension Committee shall direct the Trustee to pay all such expenses that are not paid by the Employer. 

 

	10.4	Bonding and Insurance 

 To
the extent required by law, every Pension Committee member, every fiduciary of the Plan and every person handling Plan funds shall be bonded. The Pension Committee shall take such steps as are necessary to assure compliance with applicable bonding
requirements. The Pension Committee may apply for and obtain fiduciary liability insurance insuring the Plan against damages by reason of breach of fiduciary responsibility at the Plan’s expense and insuring each fiduciary against liability to
the extent permissible by law at the Employer’s expense. 

  
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	10.5	Commencement of Benefits 

  

	 	(a)	Conditions of Payment 


Benefit payments under the Plan shall not be payable prior to the fulfillment of the following conditions: 

 

	 	(i)	the Pension Committee has been furnished with such applications, proofs of birth or death, address, form of benefit election, spouse consent if required and other
information the Pension Committee deems necessary; 

  

	 	(ii)	the Participant has terminated employment with the Employer, reached his or her Required Beginning Date or died; and 


 

	 	(iii)	the Participant or Beneficiary is eligible to receive benefits under the Plan as determined by the Pension Committee. 


The Pension Committee may rely upon all such information so furnished it, including the Participant’s current mailing address.

 If the information required in this section is not available prior to such date, the amount of payment will not be
ascertainable. In such event, the commencement of payment shall be delayed until no more than 60 days after the date the amount of such payment is ascertainable. 
 The Pension Committee shall direct the Trustee to make all payments under the Plan. 
  

	 	(b)	Commencement of Payment 


Unless a Participant elects otherwise, the payment of benefits shall commence no later than 60 days after the end of the Plan Year in
which the latest of the following occurs: 
  

	 	(i)	the date the Participant reaches age 65; or 

  

	 	(ii)	the Participant terminates employment with the Employer; 

 provided that payments shall not commence later than the Participant’s Required Beginning Date. Notwithstanding any Plan provision to the contrary, all distributions shall be determined and made in
accordance with Treasury regulations under Code Section 401(a)(9). 
 In no event shall payments commence prior to the
Participant’s Normal Retirement Date if the Participant’s Accrued Benefit exceeds the amount which may be automatically cashed-out in a Lump Sum pursuant to Section 10.7(c), without the written consent of the Participant and the
spouse. Spouse consent must acknowledge the effect of such election and be notarized or witnessed by a Plan representative. 

  
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	 	(c)	Required Beginning Date 

  

	 	(i)	On or After January 1, 2001 

 Notwithstanding the above, the Required Beginning Date for a Participant who attains age 70 1/2 on or after January 1, 2001 (other than a 5 percent owner of the Employer), is April 1 of the year following the year in which the Participant
retires or attains age 70 1/2, whichever is later.
The Required Beginning Date for a Participant who is at least a 5 percent owner of the Employer during the Plan Year in which the Participant attains age
70 1/2 is April 1 following the calendar year
in which the Participant attains age 70 1/2. The
amount of any payments required following the Required Beginning Date for such a Participant shall be actuarially adjusted in accordance with Code Section 401(a)(9)(C) to reflect the period after April of the year following the year in which
the Participant attained age 70 1/2 in which the
Participant was not receiving benefits under the Plan; provided this actuarial increase is generally the same as, and not in addition to, the actuarial increase required for that same period under Code Section 411 and Section 4.4 to
reflect the delay in payments after Normal Retirement Date. 
  

	 	(ii)	January 1, 1988 through December 31, 2000 


Notwithstanding the above, the Required Beginning Date for a Participant who attained age 70 1/2 on or after January 1, 1988, and before
January 1, 2001, is the April 1 following the calendar year in which the Participant reaches age 70 1/2. The amount of any payments required following the Required Beginning Date shall at least satisfy the minimum required distribution amount under Code Section 401(a)(9)(A)(ii)
and related regulations as in effect on December 31, 1996. In addition, notwithstanding any Plan provision to the contrary, all distributions, including distributions to Beneficiaries, will be made in accordance with Code Section 401(a)(9)
and the regulations under Code Section 401(a)(9), including Section 1.401(a)(9)-2 of the proposed Treasury regulations. 
  

	 	(iii)	Prior to January 1, 1988 

 Notwithstanding the above, if the Participant attained age
70 1/2 prior to January 1, 1988, and was not a
5 percent owner at any time after age 66 1/2, the
Participant’s Required Beginning Date is April 1 of the year following the year in which the Participant retires or attains age 70 1/2, whichever is later. 

  
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	10.6	Appeal Procedure 

 Claims
for benefits shall be administered in accordance with the procedures set forth in this Section and any additional written procedures that may be adopted from time to time by the Pension Committee. 

 

	 	(a)	Submission of Claim 

 A
claim for benefit payment shall be considered filed when a written request is submitted to a Claims Administrator in the corporate human resources office. The Claims Administrator shall respond to a claim in writing or electronically. An authorized
representative may act on behalf of a Participant or Beneficiary (hereinafter “Claimant”) who claims benefits. 
 The
Pension Committee shall designate one or more persons on the Company’s human resource staff as Claims Administrator(s) and authorize such individuals to make claims determinations. 

 

	 	(b)	Notice of Denial 

 Any
time a claim for benefits is wholly or partially denied, the Claimant shall be given written or electronic notice of such action within 90 days after the claim is filed, unless special circumstances require an extension of time for processing. If
there is an extension, the Claimant shall be notified of the extension and the reason for the extension within the initial 90-day period. The extension shall not exceed 180 days after the claim is filed. 

Such notice will indicate i) the reason for denial, ii) the specific provisions of the Plan on which the denial is based, iii) an
explanation of the claims appeal procedure including the time limits applicable to the procedure and a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) and iv) a description of any additional material or
information necessary to perfect the claim and an explanation of why such material or information is necessary. 
  

	 	(c)	Right to Request Review 


Any person who has had a claim for benefits denied by the Claims Administrator, who disputes the benefit determination, or is otherwise
adversely affected by action of the Claims Administrator, shall have the right to request review by the Pension Committee. The Pension Committee shall provide a full and fair review that takes into account all comments, documents, records, and other
information submitted relating to the claim, without regard to whether the information was previously submitted or considered in the initial benefit determination. Such request must be in writing, and must be made within 60 days after such person is
advised of the Claims Administration’s action. If written request for review is not 

  
 64 









 
made within such sixty 60-day period, the Claimant shall forfeit his or her right to review. The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the claim for benefits. The Claimant may submit written comments, documents, records and other information relating to the claim. 

 

	 	(d)	Review of Claim 

 The
Pension Committee shall then review the claim. The Pension Committee may hold a hearing if it is deemed necessary and shall issue a written decision reaffirming, modifying or setting aside the initial determination by the Claims Administrator within
a reasonable time and not later than 60 days after receipt of the written request for review, or 120 days if special circumstances, such as a hearing, require an extension. If an extension is required, the Claimant shall be notified in writing or
electronically within the initial 60-day period of the extension, the special circumstances requiring the extension and the date by which the Plan expects to render a determination. The Pension Committee may authorize one or more members of the
Pension Committee to act on behalf of the full Pension Committee to review and decide claims. 
 A copy of the decision shall be
furnished to the Claimant. The decision shall set forth the specific reasons for the decision and specific Plan provisions on which it is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information relevant to the claim, and a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a). The decision shall be final and binding upon the Claimant
and all other persons involved. 
  

	10.7	Plan Administration - Miscellaneous 

  

	 	(a)	Limitations on Assignments 


Benefits under the Plan may not be assigned, sold, transferred, or encumbered, in whole or in part, either directly or by operation of law
or otherwise, and any attempt to do so shall be void. Notwithstanding the foregoing, a benefit may be rolled over pursuant to Section 5.5. The interest of a Participant in benefits under the Plan shall not be subject to debts or liabilities of
any kind and shall not be subject to attachment, garnishment or other legal process, except as provided in Section 10.8 relating to Domestic Relations Orders, or otherwise permitted by law. 

 

	 	(b)	Masculine and Feminine, Singular and Plural 

 Whenever used herein, words in one gender shall include the opposite gender, the singular shall include the plural and the plural shall include the singular whenever the context shall plainly so require.


  
 65 










	 	(c)	Small Benefits 


Notwithstanding any election to commence benefits or lack thereof, in cases where the Lump Sum benefit determined pursuant to
Section 5.1(c) payable to a Participant or Beneficiary is less than or equal to $1,000 at the time of distribution, the Pension Committee shall direct the Trustee to distribute such Lump Sum benefit to the Participant or Beneficiary. The
Trustee shall make any Lump Sum distributions of such small benefits at least once each Plan Year for Participants for whom such benefits are payable and who have terminated employment during that Plan Year. Each Participant or Beneficiary who will
receive a distribution pursuant to this Section shall receive a directed rollover notice pursuant to Section 5.5(b). If no rollover election is made, the distribution shall be made to the Participant or Beneficiary and it shall be subject to
applicable income tax withholding. 
  

	 	(d)	No Additional Rights 

 No
person shall have any rights in or to the Trust, or any part thereof, or under the Plan, except as, and only to the extent, expressly provided for in the Plan. Neither the establishment of the Plan, the granting of a Retirement Benefit nor any
action of the Employer or the Pension Committee shall be held or construed to confer upon any person any right to be continued as an employee, or, upon dismissal, any right or interest in the Trust other than as herein provided. The Employer
expressly reserves the right to discharge any employee at any time. 
  

	 	(e)	Governing Law 

 This Plan
shall be construed in accordance with applicable federal law and the laws of the State of Washington, wherein venue shall lie for any dispute arising hereunder. 
  

	 	(f)	Disclosure to Participants 


Each Participant shall be advised of the general provisions of the Plan and, upon written request addressed to the Pension Committee,
shall be furnished any information requested regarding the Participant’s status, rights and privileges under the Plan as may be required by law. 
 The Plan shall either: (i) provide a pension benefit statement (A) once every three years to each vested Participant who is an Employee at the time the statement is provided, and (B) to any
Participant or Beneficiary upon written request to the Pension Committee; or (ii) provide a notice once each Plan Year to each Participant that the Participant may request a benefit statement by written request to the Pension Committee.


  
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	 	(g)	Income Tax Withholding Requirements 

 Any retirement benefit payment made under the Plan shall be subject to any applicable income tax withholding requirements. For this purpose, the Pension Committee shall provide the Trustee with any
information the Trustee needs to satisfy such withholding obligations and with any other information that may be required under the Code. 
  

	 	(h)	Severability 

 If any
provision of this Plan shall be held illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan which shall be construed as if said illegal or invalid provision had never been included. 

 

	 	(i)	Facility of Payment 


Whenever, in the Pension Committee’s opinion, a person entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her affairs, the Pension Committee may direct the Trustee to make payments to such person or to his or her guardian or other legal representative, or in the absence of a guardian or legal
representative, to a custodian for such person under a Uniform Gifts to Minors Act or to any relative of such person by blood or marriage, for such person’s benefit. Any payment made in good faith pursuant to this provision shall fully
discharge the Employer and the Plan of any liability to the extent of such payment. 
  

	 	(j)	Correction of Errors 

 Any
Employer contribution to the Trust made under a mistake of fact (or investment proceeds of such contribution if a lesser amount) shall be returned to the Employer within one year after payment of the contribution. 

In the event an incorrect amount is paid to a Participant or Beneficiary, any remaining payments may be adjusted to correct the error. The
Pension Committee may take such other action it deems necessary and equitable to correct any such error. 
  

	 	(k)	Military Leave 

 Effective
December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u). 

  
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	 	(l)	Responsibility to Advise Pension Committee of Current Address 

  

	 	(i)	General 

 Each person
entitled to receive a payment under the Plan shall file with the Pension Committee in writing his or her complete mailing address and each change therein. A check or communication mailed to any person at the address on file with the Pension
Committee shall be deemed to have been received by such person for all purposes of the Plan, and no member of the Pension Committee, the Employers or the Trustee shall be obligated to search for or ascertain the location of any person. If the
Pension Committee doubts whether payments are being received by the person entitled thereto, it shall, by registered mail addressed to the person concerned at the last address known to the Pension Committee, notify such person that all future
Pension payments will be withheld until such person submits to the Pension Committee evidence that he or she is still living and the proper mailing address. 
  

	 	(ii)	Distribution Required to Commence 

 In the event a distribution is required to commence: 
  

	 	(A)	to a Participant pursuant to Section 10.5(b), 10.5(c), 10.7(c), or 

  

	 	(B)	to a Beneficiary pursuant to Section 6.1, or Section 6.2 or Section 10.7(c), or following the death of a Participant who had commenced receiving
benefits, and 

 the Participant or Beneficiary (whichever applies) cannot be located after the Pension Committee
has attempted to contact the Participant or Beneficiary by using return receipt mail to the Participant or Beneficiary’s last known address, using a private locator service, or any other means as the Pension Committee deems appropriate (and if
the Participant or Beneficiary still cannot be located, using the Internal Revenue Service Letter Forwarding Program or Social Security Administration Employer Reporting Service), the Participant or Beneficiary’s benefit shall be forfeited as
of the date on which the distribution was required to commence. 
 If an affected Participant or Beneficiary later contacts the
Pension Committee and provides a proper mailing address, the Plan shall reinstate and pay the benefit to which the Participant or Beneficiary was entitled as of the date of the forfeiture. Such reinstated amount shall be subject to the benefit
limits set forth in Section 8.2 in the year in which the benefit was forfeited and not the year in which the benefit is actually distributed. The election of a form of payment (if any) shall be made in accordance with


  
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the terms of the Plan in effect on the date of the forfeiture. Any payments that should have been made during the period from the date of the forfeiture through the date benefits actually
commence shall be paid in a single lump-sum payment. 
  

	 	(m)	Notices to Participants and Beneficiaries 

 All notices, reports and statements given, made, delivered or transmitted to a Participant or Beneficiary shall be deemed to have been duly given, made or transmitted when mailed by first class mail with
postage prepaid and addressed to such Participant or Beneficiary at the address last appearing on the records of the Pension Committee. A Participant or Beneficiary may record any change of address from time to time by written notice filed with the
Pension Committee. 
  

	 	(n)	Notices to Employers or Pension Committee 

 Written directions, notices and other communications from Participants or surviving spouses to the Employers or the Pension Committee shall be deemed to have been duly given, made or transmitted either
when delivered to such location as shall be specified upon the forms prescribed by the Pension Committee for the giving of such directions, notices and other communications or when mailed by first class mail with postage prepaid and addressed to the
addressee at the address specified on such forms. 
  

	10.8	Domestic Relations Orders 


Notwithstanding any Plan provisions to the contrary, benefits under the Plan may be paid to someone other than the Participant,
Beneficiary or joint annuitant, pursuant to a Qualified Domestic Relations Order, in accordance with Section 414(p) of the Code. A Qualified Domestic Relations Order is a judgment, decree, or order (“Order”) (including approval of a
property settlement agreement) that: 
  

	 	(a)	relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant;


  

	 	(b)	is made pursuant to a state domestic relations law (including a community property law); 


 

	 	(c)	creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits
payable to a Participant under the Plan; 

  

	 	(d)	specifies the name and last known address of the Participant and each alternate payee; 


  
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	 	(e)	specifies the amount or method of determining the amount of benefit payable to an alternate payee; 


 

	 	(f)	specifies the number of payments or period during which payments are to be made; 


 

	 	(g)	names each plan to which the order applies; 

  

	 	(h)	does not require any form, type or amount of benefit not otherwise provided under the Plan; and 


 

	 	(i)	does not conflict with a prior Domestic Relations Order that meets the requirements of this section. 


Payments to an alternate payee pursuant to a Qualified Domestic Relations Order may commence anytime on or after: 

 

	 	(j)	the Participant’s Vested Termination Date or Retirement Date, whichever applies, or 


 

	 	(k)	the date the Participant attains age 50, as if the Participant terminated on such date, regardless of whether the Participant continues working after that date.


 Payments to an alternate payee may be made in any of the payment options described in Article V, other than a
Joint and Survivor Annuity. 
 The Pension Committee shall determine whether an Order meets the requirements of this section
within a reasonable period after receiving an Order. The Pension Committee shall notify the Participant and any alternate payee that an Order has been received. Any amounts due the alternate payee under the Order which, in the absence of the Order,
would be paid to the Participant or Beneficiary, shall be held during the period while the Order’s qualified status is being determined, in a separate account under the Plan for any alternate payee pending determination that an order meets the
requirements of this section. If within 18 months after such a separate account is established, the Order has not been determined to be a Qualified Domestic Relations Order, the amount in the separate account shall be distributed to the individual
who would have been entitled to such amount if there had been no Order. 
  

	10.9	Plan Qualification 

 Any
modification or amendment of the Plan may be made retroactive, as necessary or appropriate, to establish and maintain a “qualified plan” pursuant to Code Section 401, and ERISA and regulations thereunder and the exempt status of the
Trust under Code Section 501. 

  
 70 










	10.10	Deductible Contribution 


Notwithstanding anything herein to the contrary, any contribution by the Employer to the Trust is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may within one year following a final determination of the disallowance, demand repayment of such disallowed contribution and the
Trustee shall return such contribution less any losses attributable thereto within one year following the disallowance. 
  

	10.11	Rollovers 

 The Plan shall
not accept a transfer of assets on behalf of an Employee from another qualified plan, and shall not accept a rollover amount which was distributed from another qualified plan or conduit Individual Retirement Account (IRA). 

 

	10.12	Payment of Benefits Through Purchase of Annuity Contract 

 In lieu of paying benefits directly from the Trust to a Participant or a Beneficiary, the Trustee may purchase, with Trust assets, an individual annuity contract from an insurance company which, as far as
possible, provides benefits equal to (or Actuarially Equivalent to) those provided in the Plan for such Participant or Beneficiary, but provides no optional form of retirement income or benefit which would not be permitted under the Plan, whereupon
the liability of the Trust and of the Plan will cease and terminate with respect to such benefits that are so purchased and for which the premiums are duly paid. Such an individual annuity contract may be purchased by the Trustee on a single-premium
basis or on the basis of annual premiums payable over a period of years and may be purchased at any time on or after the Participant’s Vested Termination Date, Retirement Date or death to provide the benefits due under the Plan to the
Participant or a Beneficiary on or after the date of such purchase. 
 Any annuity contract distributed by the Trustee to a
Participant or Beneficiary under the provisions of the Plan shall bear on the face thereof the designation “NOT TRANSFERABLE”, and such contract shall contain a provision to the effect that the contract may not be sold, assigned,
discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than the issuer thereof. 

  
 71 









 ARTICLE XI 
 PARTICIPATION BY OTHER EMPLOYERS 
  

	11.1	Adoption of Plan 

 With
the consent of the Company, any entity which is an Affiliated Company may become a participating Employer under the Plan by: 
  

	 	(a)	taking such action as shall be necessary to adopt the Plan (for example, adopting a board of directors resolution), 


 

	 	(b)	filing with the Pension Committee evidence of such action; and 

  

	 	(c)	executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to such entity.


 In the event an Affiliated Company wishes to modify the Plan terms with respect to its Employees, the Company
and the Affiliated Company shall execute an adoption agreement. The adoption agreement shall specify the terms under which each such entity shall participate in the Plan and, shall contain any modifications of the terms of this Plan as may be
desired by such entity and agreed to by the Company. Upon execution of an adoption agreement, such entity shall become an Employer and shall be known as a participating Employer. 

 

	11.2	Prior Service 

 Unless
otherwise specified in this Plan, periods of service credited under a retirement plan of an Employer, or service with an Employer which did not maintain a retirement plan, prior to the time such Employer becomes a participating Employer shall not be
considered in determining a Participant’s Years of Service and Credited Service. 
  

	11.3	Withdrawal from Participation 

 Any Employer may withdraw from participation in the Plan at any time by filing with the Pension Committee a duly certified copy of a resolution of its board of directors to that effect and giving notice
of its intended withdrawal to the Pension Committee, the other Employers and the Trustees prior to the effective date of withdrawal. 
  

	11.4	Company As Agent For Employers 

 Each entity which shall become a participating Employer pursuant to Section 11.1 shall be deemed to have appointed the Company its agent to exercise on its behalf all of the powers and authorities
hereby conferred upon the Company by the terms of the Plan, including, but not by way of limitation, the power to amend and terminate the Plan. The authority of the Company to act as such agent shall continue until such Employer shall withdraw from
the Plan. 

  
 72 









 ARTICLE XII 
 AMENDMENT AND TERMINATION 
  

	12.1	Amendment or Termination 


The Plan may at any time and from time to time be amended, modified or terminated, in whole or in part by or at the direction of the Board
of Directors of the Company for any reason and without consent of any person and without liability to any person for such amendment or termination. The following corporate officers are also authorized to amend any or all provisions of the Plan on
behalf of the Company without action of the Board of Directors of the Company, provided that at least two of the three officers approve the amendment: 
  

	 	•	 	 Senior Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc. 



 

	 	•	 	 Vice President, Human Resources of Plum Creek Timber Company, Inc. 



 

	 	•	 	 Senior Vice President, General Counsel and Corporate Secretary of Plum Creek Timber Company, Inc. 



Notwithstanding any Plan provision to the contrary, the Senior Vice President and Chief Financial Officer of Plum Creek Timber Company,
Inc. is authorized individually to approve any Plan amendment that he or she determines with sole discretion is necessary or appropriate to facilitate administration of the Plan. 

Any amendment or termination shall be made in writing and is subject to any advance notice or other requirements of ERISA and the Code,
and shall be signed by any of the officers named above, or any officer duly authorized by the Board of Directors. 
 The board
for directors of each corporate Employer and the board of directors of the general partner of each limited partnership Employer may at any time and from time to time amend or modify its adoption agreement with the consent of the Company by written
instrument duly executed by any officer of the Employer who is duly authorized by the Employer’s board of directors. The above-named officers are authorized to amend or modify the Employer’s adoption agreement without action of the board
of directors of a corporate Employer or the board of directors of the general partner of a limited partnership Employer, provided that at least two of the three officers approve the amendment. Any such amendment or modification shall become
effective on such date as the Company, the board of directors or such officers, as the case may be, shall determine and may apply to Participants in the Plan at the time thereof as well as to future Participants. 

Any amendments made pursuant to this section shall be in writing and subject to any advance notice or other requirements of ERISA and the
Code. 

  
 73 










	12.2	Amendment - Consolidation or Merger 

 A special rule applies if the Plan merges or consolidates with another plan or transfers assets or liabilities to another plan. 

 

	 	(a)	In those cases, the terms of the merger, consolidation or transfer must require that in the event that this Plan or the other plan terminates immediately after the
merger, consolidation or transfer, each Participant would receive an “accrued benefit” which is no less than the “accrued benefit” he or she would have received if this Plan had terminated immediately before the merger,
consolidation or transfer. 

  

	 	(b)	For purposes of this Section, the term “accrued benefit” has the meaning given that term under Code Section 411(a)(7). 


 

	 	(c)	The determination of what “accrued benefit” would be payable to a Participant immediately before a merger, consolidation or transfer will be determined on the
assumption that benefits payable under the Plan upon termination at that time will be payable solely from the Plan’s assets at that time. 

  

	 	(d)	No surplus will be allocated by virtue of this Section (either alone or in combination with any other provision governing the Plan). For purposes of this Section,
“surplus” means any amount of Plan assets beyond what is necessary to pay “accrued benefits” as they existed immediately before a merger, consolidation or transfer. 


 

	 	(e)	In no event shall this Section (either alone or in combination with any other provision governing the Plan) require the Affiliated Companies to make any additional
contributions to the Plan. 

  

	 	(f)	This Section shall not be construed as limiting the powers of the Pension Committee to appoint a successor Trustee. 


 

	12.3	Termination of the Plan 


The termination of the Plan shall not cause or permit any part of the Trust to be diverted to purposes other than for the exclusive
benefit of the Participants, or cause or permit any portion of the Trust to revert to or become the property of an Employer at any time prior to the satisfaction of all liabilities with respect to the Participants. 

Upon termination of this Plan, the Pension Committee shall continue to act for the purpose of complying with the preceding paragraph and
shall have all power necessary or convenient to the winding up and dissolution of the Plan as herein provided. While so acting, the Pension Committee shall be in the same status and position with respect to other persons as if the Plan remained in
existence. 

  
 74 










	12.4	Effect of Withdrawal from Plan 

 If an Employer shall withdraw from or terminate participation in the Plan under Section 11.3, the Company shall, subject to Section 12.5, determine the manner by which the benefits of
Participants who are employees (or former employees) of such Employer shall be provided. 
  

	12.5	Allocation of the Trust on Termination of Plan 

  

	 	(a)	Complete Termination 

 In
the event of a complete Plan termination, the right of each Participant to benefits accrued to the date of such termination that would be vested under the provisions of the Plan in the absence of such termination shall continue to be vested and
non-forfeitable; and the right of each Participant to any other benefits accrued to the date of termination shall be fully vested and non-forfeitable to the extent then funded under the priority rules set forth in ERISA Section 4044. In any
event, a Participant or a Beneficiary shall have recourse only against Plan assets for the payment of benefits thereunder, subject to any applicable guarantee provisions of Title IV of ERISA. The Pension Committee shall direct the Trustee to
allocate Trust assets to those affected Participants to the extent and in the order of preference set forth in ERISA Section 4044. Upon Plan termination, each Participant shall elect a form of payment pursuant to Article V and benefits
shall be distributed by purchase of nontransferable annuity contracts or lump sum payments in accordance with the Participant’s election; provided, however, that small benefits shall be distributed pursuant to Section 10.7(c). If Trust
assets as of the date of Plan termination exceed the amounts required under the priority rules set forth in ERISA Section 4044, such excess shall, after all liabilities of the Plan have been satisfied, revert to the Employer to the extent
permitted by applicable law. 
  

	 	(b)	Partial Termination 

 If
at any time the Plan is terminated with respect to any group of Participants under such circumstances as to constitute a partial Plan termination within the meaning of Code Section 411(d)(3), each affected Participant’s right to benefits
that have accrued to the date of partial termination that would be vested under the provisions of the Plan in the absence of such termination shall continue to be so vested; and the right of each affected Participant to any other benefits accrued to
the date of such termination shall be vested to the extent assets would be allocable to such benefits under the priority rules set forth in ERISA Section 4044 in the event of a complete Plan termination. In any event, affected Participants
shall have recourse only against Plan assets for payment of benefits thereunder, subject to any applicable guarantee provisions of Title IV of ERISA. Subject to the foregoing, the vested benefits of such Participants shall be payable as though
such termination had not occurred; provided, however, that the Pension Committee, in 

  
 75 









 
its discretion, subject to any necessary governmental approval, may direct that the amounts held in the Trust that are allocable to the Participants as to whom such termination occurred be
segregated by the Trustee as a separate plan. The assets thus allocated to such separate plan shall be applied for the benefit of such Participants in the manner described in the preceding paragraph. 

 

	 	(c)	Merged Plan Assets 

 For a
period of five years after the date the Plan is combined in a merger with one or more other defined benefit plans, assets shall be allocated upon Plan termination according to a special schedule in accordance with Sections 1.414(l)-1(e) through
(k) of the Treasury regulations to prevent any Participant from receiving smaller benefits on a termination basis as a result of the merger. 

  
 76 









 ARTICLE XIII 
 FUNDING 
  

	13.1	Contributions to the Trust 


As a part of this Plan, the Pension Committee shall maintain one or more Trusts. From time to time, the Employers shall make such
contributions to the Trust as the Company determines, with the advice of its actuary, are required to maintain the Plan on a sound actuarial basis. Employees shall not be required or permitted to make contributions. 

The Pension Committee shall establish a funding and investment policy and method consistent with ERISA and shall communicate such policy
and method, and any changes in such policy and method, to the Trustee and any Investment Manager. 
 The Cash Accounts are
nominal accounts used to determine the amount of benefits payable under the Plan. Participants shall have no actual individual accounts and shall have no claim to any particular assets of the Plan. 

 

	13.2	Trust for Exclusive Benefit of Participants 

 The Plan and Trust are for the exclusive benefit of Participants. Except as provided in Sections 10.7(j) (Correction of Errors), 10.8 (Domestic Relations Orders) and 10.10 (Deductible
Contribution), no portion of the Trust shall be diverted to purposes other than this or revert to or become the property of the Employer at any time prior to the satisfaction of all liabilities with respect to the Participants. 

Notwithstanding the above, effective for judgments, orders, and decrees issued and settlement agreements entered into, on or after
August 4, 1997, a Participant’s Plan benefits may be offset by an amount that the Participant is ordered to, or required to, pay to the Plan, in accordance with Code Section 401(a)(13). 

 

	13.3	Disposition of Credits and Forfeitures 

 In no event shall any credits or forfeitures which may arise under the Plan be used to increase benefits under the Plan. 
  

	13.4	Trustee 

 As a part of
this Plan, a Trust has been formed to hold all Plan assets. The Pension Committee has the power and duty to appoint the Trustee and it shall have the power to remove the Trustee and appoint successors at any time. As a condition to exercising its
power to remove any Trustee, the Pension Committee must first appoint a successor Trustee and enter a new agreement with the successor Trustee. 

  
 77 









 The Pension Committee shall direct the investment of all Plan assets, except to the extent
the Pension Committee delegates this responsibility to a Trustee or Investment Manager. The Pension Committee may delegate the authority to direct the investment of all or a portion of the Trust Fund to the Trustee in writing, in accordance with the
terms of the Trust agreement. Similarly, the Pension Committee may delegate the authority to direct the investment of all or a portion of the Trust Fund to an Investment Manager, in accordance with Section 13.5. 

Each Trustee shall hold all monies and other property received by it and invest and reinvest the same, together with the income therefrom,
on behalf of the Participants collectively in accordance with the provisions of the Trust agreement. Each Trustee shall make distributions from the Trust Fund at such time or times to such person or persons and in such amounts as the Pension
Committee shall direct in accordance with the Plan. 
  

	13.5	Investment Manager(s) 


The Pension Committee has the power to appoint, remove or change from time to time one or more Investment Manager(s) to direct the
investment of all or a portion of the Trust held by the Trustee. “Investment Manager” shall mean any fiduciary (other than the Trustee) who: 
  

	 	(a)	has the power to manage, acquire, or dispose of any asset of the Plan; 

  

	 	(b)	is either 

  

	 	(i)	registered as an investment advisor under the Investment Advisors Act of 1940, or 


 

	 	(ii)	is a bank, or 

  

	 	(iii)	is an insurance company qualified under the laws of more than one state to perform the services described in subparagraph (a); and 


 

	 	(c)	has acknowledged in writing that he, she or it is a fiduciary with respect to the Plan. 


  
 78 









 APPENDIX I 
 TO THE PLUM CREEK PENSION PLAN 
 PART A, FOR SALARIED EMPLOYEES 

The following employers shall be considered participating Employers under the Plum Creek Pension Plan, Part A for Salaried Employees, pursuant to
Section 1.22, for the periods of time designated: 
  

									
	 Employer
	  	Beginning	 	  	Ending	 
	 1. Plum Creek Manufacturing, Inc.
	  	 	3/30/90	  	  	 	12/31/90	  
	 2. Plum Creek Manufacturing, L.P.
	  	 	1/1/91	  	  	 	6/30/99	  
	 3. Plum Creek Marketing, Inc.
	  	 	1/1/91	  	  	 	12/31/97	  
	 4. Plum Creek Northwest Lumber, Inc.
	  	 	7/1/99	  	  			
	 5. Plum Creek Northwest Plywood, Inc.
	  	 	7/1/99	  	  			
	 6. Plum Creek MDF, Inc.
	  	 	7/1/99	  	  			
	 7. Plum Creek Southern Lumber, Inc.
	  	 	7/1/99	  	  	 	12/15/00	  
	 8. Plum Creek Land Company
	  	 	7/1/99	  	  			
	 9. Plum Creek Maine Marketing, Inc.
	  	 	7/1/99	  	  			
	 10. Plum Creek Marketing, Inc.
	  	 	7/1/99	  	  			


  
 79 









 APPENDIX II 
 TO THE PLUM CREEK PENSION PLAN 
 PART A, FOR SALARIED EMPLOYEES 

The surviving spouse of a Participant listed below is entitled to the benefit specified below pursuant to Section 6.2 Post Retirement
Spouse’s Death Benefit (“PRSD Benefit”), provided the spouse was married to the Participant throughout the one-year period ending on the Participant’s Retirement Date and the Participant retires before
January 1, 2002. 
  

					
	Last Name	 	First Name	 	PRSD Benefit
	Amsbaugh	 	Clifford	 	337.50
	Atkins	 	Richard	 	565.27
	Black, Jr.	 	Robert E.	 	122.99
	Brady	 	L. James	 	1,091.14
	Cavalar	 	Richard W.	 	438.65
	Christofferson	 	Jack D.	 	453.52
	Cohenour	 	John T.	 	369.24
	Dahl	 	Fredrick H.	 	93.98
	Durado	 	Lawrence S.	 	59.08
	Dyck	 	Leroy	 	10.43
	Endreson	 	Avis F.	 	23.56
	Foultner	 	Bertha L.	 	57.04
	Friske	 	Forrest	 	228.13
	Gleason	 	Larry	 	373.10
	Groschupf	 	James	 	586.08
	Grove	 	Byron	 	542.95
	Hamann	 	Eugene	 	51.61
	Hamman	 	Kenneth R.	 	140.69
	Hanson	 	Ernest	 	115.68
	Haynes	 	Jack D.	 	91.96
	Heffner	 	Phillip M.	 	300.26
	Hirsch	 	Michael	 	56.10
	Holton	 	Ronald E	 	119.99
	Hulford	 	Wayne R.	 	8.88
	Hulme	 	Ron	 	297.63
	Jones	 	Harry L.	 	204.56
	Jones	 	Donald R.	 	57.97
	Jorgenson	 	Robert	 	10.56
	Kinniburgh	 	Robert	 	208.17
	Klehm	 	David	 	509.47
	Knutson	 	Albert	 	23.87
	Kover	 	James	 	523.21
	Krystad	 	Jack	 	384.55


  
 80 










					
	Laney	 	Hoyt	 	165.38
	Langton	 	Myrtle	 	202.38
	Magone	 	Laurence	 	412.60
	Marceau	 	John W.	 	80.49
	Mccune	 	Melvin	 	116.84
	Nettleton	 	Donald	 	393.63
	Obrigewitch	 		 	20.05
	Owens	 	Robert J	 	97.73
	Pacheco	 	John	 	54.72
	Piper	 	Howard	 	481.97
	Raymond	 	Fredrick	 	326.73
	Reynolds	 	Donald	 	252.55
	Rohan	 	Frank	 	19.10
	Rude	 	Robert	 	375.42
	Rus	 	Marguerite	 	110.85
	Schrade	 	George	 	39.61
	Scott	 	Eugene	 	12.90
	Sword	 	Kathleen	 	37.86
	Walter	 	Virgil	 	693.09
	Wimer	 	Roger D	 	182.45


  
 81 









 APPENDIX III 
 TO THE PLUM CREEK PENSION PLAN 
 PART A, FOR SALARIED EMPLOYEES 

For purposes of calculating a Participant’s Unit Award Offset pursuant to Section 4.1(c), the following Participants received the Unit Award
Benefit shown below: 
  

					
	Participant Name	  	Unit Award Benefit	 
	 Henry K. Ricklefs
	  	$	64,062.50	  


  
 82 









 PLUM CREEK PENSION PLAN 

PART B FOR 

HOURLY EMPLOYEES 







 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
		
	 PREAMBLE
	  	 	1	  
		
	 ARTICLE I DEFINITIONS
	  	 	3	  
	 1.1
	    	Accrued Benefit	  	 	3	  
	 1.2
	    	Active Participant	  	 	3	  
	 1.3
	    	Actuarially Equivalent/Actuarial Equivalent	  	 	3	  
	 1.4
	    	Affiliated Companies	  	 	5	  
	 1.5
	    	Authorized Leave of Absence	  	 	5	  
	 1.6
	    	Beneficiary	  	 	5	  
	 1.7
	    	Board of Directors of The Company	  	 	6	  
	 1.8
	    	Break in Service	  	 	6	  
	 1.9
	    	Code	  	 	6	  
	 1.10
	    	Company	  	 	6	  
	 1.11
	    	Compensation	  	 	6	  
	 1.12
	    	Credited Service	  	 	7	  
	 1.13
	    	Deferred Retirement Benefit	  	 	7	  
	 1.14
	    	Deferred Retirement Date	  	 	7	  
	 1.15
	    	Effective Date	  	 	8	  
	 1.16
	    	Eligible Employee	  	 	8	  
	 1.17
	    	Employee	  	 	8	  
	 1.18
	    	Employer	  	 	9	  
	 1.19
	    	Employment Commencement Date	  	 	9	  
	 1.20
	    	Entry Date	  	 	9	  
	 1.21
	    	ERISA	  	 	9	  
	 1.22
	    	Hour of Service	  	 	9	  
	 1.23
	    	Normal Retirement Benefit	  	 	10	  
	 1.24
	    	Normal Retirement Date	  	 	10	  
	 1.25
	    	Participant	  	 	10	  
	 1.26
	    	Pension Committee	  	 	10	  
	 1.27
	    	Pension Starting Date	  	 	10	  
	 1.28
	    	Plan	  	 	11	  
	 1.29
	    	Plan Administrator	  	 	11	  
	 1.30
	    	Plan Year	  	 	11	  
	 1.31
	    	Predecessor Plan	  	 	11	  
	 1.32
	    	Retirement Date	  	 	11	  
	 1.33
	    	Social Security Retirement Age	  	 	11	  
	 1.34
	    	Trust or Trust Fund	  	 	11	  
	 1.35
	    	Trustee	  	 	12	  
	 1.36
	    	Vested Termination Benefit	  	 	12	  
	 1.37
	    	Vested Termination Date	  	 	12	  
	 1.38
	    	Year of Service	  	 	12	  
	 1.39
	    	Additional Definitions in Plan	  	 	13	  


  

					
	PLUM CREEK	  	B-i	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










							
	 ARTICLE II PARTICIPATION
	  	 	14	  
	 2.1
	    	Eligibility for Participation	  	 	14	  
	 2.2
	    	Reemployment After Termination	  	 	14	  
	 2.3
	    	Change of Employment Status	  	 	15	  
		
	 ARTICLE III RETIREMENT DATES
	  	 	16	  
	 3.1
	    	Normal Retirement Date	  	 	16	  
	 3.2
	    	Deferred Retirement Date	  	 	16	  
	 3.3
	    	Vested Termination Date	  	 	16	  
		
	 ARTICLE IV RETIREMENT BENEFITS
	  	 	17	  
	 4.1
	    	Retirement Benefit	  	 	17	  
	 4.2
	    	Normal Retirement Benefit	  	 	18	  
	 4.3
	    	Deferred Retirement Benefit	  	 	18	  
	 4.4
	    	Vested Termination Benefit	  	 	18	  
	 4.5
	    	Reemployment After Termination	  	 	19	  
	 4.6
	    	Benefits For Terminated Participants	  	 	20	  
		
	 ARTICLE V FORMS OF PAYMENT
	  	 	21	  
	 5.1
	    	Forms of Payment	  	 	21	  
	 5.2
	    	Automatic Form of Benefit	  	 	23	  
	 5.3
	    	Limitation on Forms of Payment	  	 	24	  
	 5.4
	    	Benefit Notice, Benefit Election and Consent Requirements	  	 	24	  
	 5.5
	    	Directed Rollovers	  	 	31	  
		
	 ARTICLE VI DEATH BENEFITS
	  	 	33	  
	 6.1
	    	Pre-Retirement Spouse’s Death Benefit	  	 	33	  
	 6.2
	    	Disability	  	 	35	  
		
	 ARTICLE VII VESTING
	  	 	36	  
	 7.1
	    	Vesting	  	 	36	  
	 7.2
	    	Termination Prior to Vesting	  	 	36	  
	 7.3
	    	Forfeitures	  	 	37	  
	 7.4
	    	Amendment of Vesting Schedule	  	 	37	  
		
	 ARTICLE VIII LIMITATIONS ON BENEFITS
	  	 	38	  
	 8.1
	    	Limitation on Benefits	  	 	38	  
	 8.2
	    	Maximum Annual Benefit Payable Under the Plan	  	 	40	  
		
	 ARTICLE IX TOP HEAVY PROVISIONS
	  	 	45	  
	 9.1
	    	Scope	  	 	45	  
	 9.2
	    	Top Heavy Status	  	 	45	  
	 9.3
	    	Minimum Top Heavy Benefit	  	 	48	  
	 9.4
	    	Vesting	  	 	49	  
		
	 ARTICLE X ADMINISTRATION OF THE PLAN
	  	 	50	  
	 10.1
	    	Plan Administrator	  	 	50	  


  

					
	PLUM CREEK	  	B-ii	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










							
	 10.2
	    	The Pension Committee	  	 	50	  
	 10.3
	    	Expenses	  	 	53	  
	 10.4
	    	Bonding and Insurance	  	 	53	  
	 10.5
	    	Commencement of Benefits	  	 	54	  
	 10.6
	    	Appeal Procedure	  	 	56	  
	 10.7
	    	Plan Administration - Miscellaneous	  	 	58	  
	 10.8
	    	Domestic Relations Orders	  	 	62	  
	 10.9
	    	Plan Qualification	  	 	63	  
	 10.10
	    	Deductible Contribution	  	 	63	  
	 10.11
	    	Rollovers	  	 	64	  
	 10.12
	    	Payment of Benefits Through Purchase of Annuity Contract	  	 	64	  
		
	 ARTICLE XI PARTICIPATION BY OTHER EMPLOYERS
	  	 	65	  
	 11.1
	    	Adoption of Plan	  	 	65	  
	 11.2
	    	Prior Service	  	 	65	  
	 11.3
	    	Withdrawal from Participation	  	 	65	  
	 11.4
	    	Company As Agent For Employers	  	 	66	  
		
	 ARTICLE XII AMENDMENT AND TERMINATION
	  	 	67	  
	 12.1
	    	Amendment or Termination	  	 	67	  
	 12.2
	    	Amendment - Consolidation or Merger	  	 	68	  
	 12.3
	    	Termination of the Plan	  	 	68	  
	 12.4
	    	Effect of Withdrawal from Plan	  	 	69	  
	 12.5
	    	Allocation of the Trust on Termination of Plan	  	 	69	  
		
	 ARTICLE XIII FUNDING
	  	 	71	  
	 13.1
	    	Contributions to the Trust	  	 	71	  
	 13.2
	    	Trust for Exclusive Benefit of Participants	  	 	71	  
	 13.3
	    	Disposition of Credits and Forfeitures	  	 	71	  
	 13.4
	    	Trustee	  	 	71	  
	 13.5
	    	Investment Manager(s)	  	 	72	  
		
	 APPENDIX I
	  	 	73	  


  

					
	PLUM CREEK	  	B-iii	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 PREAMBLE 
 THIS RETIREMENT PLAN (hereinafter referred to as the “Plan” and known as the Plum Creek Pension Plan) was adopted effective March 30, 1990, by Plum Creek Timber Company, L.P.

 WHEREAS, effective July 1, 1999, the Plan sponsor became Plum Creek Timberlands, L.P. (“Company”), the successor by
operation of law to Plum Creek Timber Company, L.P. pursuant to a corporate reorganization; and 
 WHEREAS, effective
September 1, 2000, the Plan is comprised of two parts including Part A for salaried employees and Part B for hourly employees; and 

WHEREAS, the Plum Creek Pension Plan Adoption Agreements for Non-Union Hourly Employees and for Union Employees was replaced by the terms of Part B of
the Plan, effective September 1, 2000; and 
 WHEREAS, the purpose of the Plan is to provide retirement benefits to Employees who
become covered under the Plan, and 
 WHEREAS, Plum Creek Timber Company, L.P. purchased certain assets from Plum Creek Timber
Company, Inc., effective June 8, 1989; and 
 WHEREAS, the Company adopted and became a participating employer in the Burlington
Resources Inc. Pension Plan effective June 8, 1989; and 
 WHEREAS, the Company ceased to be a participating employer in the
Burlington Resources Inc. Pension Plan effective March 29, 1990, and in lieu thereof adopted this Plan; and 
 WHEREAS, effective
March 30, 1990, the Burlington Resources Inc. Pension Plan transferred assets and liabilities to form this Plan; and 
 WHEREAS, this
Plan was intended to provide identical benefits on the effective date to those provided under the predecessor Burlington Resources Inc. Pension Plan as modified by the applicable adoption agreement on March 29, 1990, and 

WHEREAS, the Company purchased certain assets of Riverwood International Corporation (“Riverwood”) and, in connection therewith, wishes to
provide for participation in the Plan by certain former Riverwood employees who became Eligible Employees, effective October 18, 1996; and 
 WHEREAS, the Company purchased certain assets of Canfor USA (“Canfor”) and, in connection therewith, wishes to provide for participation in the Plan by certain former Canfor employees who
became Eligible Employees, effective June 1, 1998; and 

  

					
	PLUM CREEK	  	B 1	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 WHEREAS, the Company purchased certain interests in a limited liability company owned by S.D. Warren Company
(“Warren”) and, in connection therewith, wishes to provide for participation in the Plan by certain former Warren employees who became Eligible Employees, effective November 13, 1998; and 

WHEREAS, the Plan was amended and restated effective March 30, 1990, and that restatement was amended ten times effective
March 30, 1990, January 1, 1993, January 1, 1994, March 1, 1996, June 1, 1996, October 18, 1996, January 1, 1997, June 1, 1998, November 13, 1998, and
January 1, 2000; and 
 WHEREAS, the Plan was amended and restated effective September 1, 2000, and since that time was amended
six times effective October 1, 2001, January 1, 2001, January 1, 2002, January 1, 2004, January 1, 2005, and January 1, 2005; and 
 WHEREAS, the Plan was amended to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”) and such changes are intended as good faith compliance
with the requirements of EGTRRA and shall be construed in accordance with EGTRRA and guidance issued thereunder and such amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of
EGTRRA; and 
 WHEREAS, except as otherwise provided, the Plan was amended to comply with EGTRRA effective as of the first day of the first Plan
Year beginning after December 31, 2001; and 
 WHEREAS, the Plan shall be maintained for the exclusive benefit of covered employees, and is
intended to comply with the Internal Revenue Code of 1986, as amended, the Employee Retirement Income Security Act of 1974, as amended, and other applicable law; and 
 WHEREAS, the terms of Part A of the Plan shall apply only to Eligible Employees and Participants covered under Part A of the Plan, and the terms of Part B of the Plan shall apply only to Eligible
Employees and Participants covered under Part B of the Plan, unless the Plan terms specifically apply to both Part A and Part B; and 
 NOW,
THEREFORE, effective January 1, 2007, the Company does hereby adopt the Plan as set forth in the following pages, with respect to Part B for hourly employees and as set forth in the Plum Creek Pension Plan Part A for salaried employees,
except that any change required by federal law, including without limitation amendments to the Internal Revenue Code, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act and regulations or rulings issued pursuant
thereto shall be effective on the latest date on which such change may become effective and comply with such laws. 

  

					
	PLUM CREEK	  	B 2	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 ARTICLE I 
 DEFINITIONS 
 The following terms when used herein shall have the following meaning, unless a
different meaning is plainly required by the context. Capitalized terms are used throughout the Plan text for terms defined by this and other sections. 
  

	1.1	Accrued Benefit 


“Accrued Benefit” means on any date, the Retirement Benefit determined under the formula specified in Section 4.1, as of
such date, commencing on the Participant’s Normal Retirement Date in the form of a Single Life Annuity. 
 Notwithstanding
any other Plan provision, a Participant’s Accrued Benefit shall not be less than his or her Accrued Benefit on the date immediately preceding the date on which any Plan provision that affects the Accrued Benefit is amended, except to the extent
permitted by applicable law. 
  

	1.2	Active Participant 


“Active Participant” means a Participant who currently qualifies as an Eligible Employee under either Part A or Part B of the
Plan. 
  

	1.3	Actuarially Equivalent/Actuarial Equivalent 

  

	 	(a)	General 


“Actuarially Equivalent” and similar terms (for purposes of other than determining contributions to the Trust Fund) means that
the present value of two payments or series of payments shall be of equal value when computed at an 8 percent rate of interest on the basis of the male mortality rates under the 1983 Group Annuity Mortality Table, provided, however, that the
following interest rates and mortality table shall apply for the purposes stated. 
  

	 	(b)	Before January 1, 2000 

 With respect to a Participant who terminates employment before January 1, 2000, the 1984 Unisex Pension Mortality Table set forward one year, and the interest rate for immediate or deferred
annuities that would be used by the Pension Benefit Guaranty Corporation (“PBGC”) to determine the present value of the Participant’s benefit upon termination of an insufficient trusteed single employer plan, as of the first day of
the Plan Year which contains the Pension Starting Date shall be used for calculating the amount of any distribution other than a non-decreasing 

  

					
	PLUM CREEK	  	B 3	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 
annuity form of payment (as defined in the Treasury regulations issued pursuant to Code Section 417(e) which is of Actuarially Equivalent value to the Participant’s Accrual Benefit.

  

	 	(c)	On or After January 1, 2000 – Lump Sum Calculations 

 Notwithstanding the foregoing, with respect to a Participant who terminates employment on or after January 1, 2000, the amount of any distribution other than a non-decreasing annuity form of payment
(as defined in the Treasury regulations issued pursuant to Code Section 417(e)) which is of Actuarially Equivalent value to the Participant’s Accrued Benefit shall be determined using the following interest rate and mortality table.
Pre-retirement mortality will be used when calculating Actuarial Equivalent amounts. 
  

			
	 Interest:
	    	the annual interest rate on 30 year Treasury securities as determined under Code Section 417 (which, as of the date of this amendment, is the average annual yield on 30 year
Treasury Constant Maturities) for the November before the Plan Year which contains the Pension Starting Date; and
		
	Mortality:	    	the table prescribed by the Internal Revenue Service which is based on the prevailing commissioners’ standard table (described in Code Section 807(d)(5)(A), without
regard to any other subparagraphs of Code Section 807(d)(5)) used to determine reserves for group annuity contracts issued on the date as of which the present value is being determined (which, for distributions on or after December 31,
2002, is the 1994 Group Annuity Reserving Table pursuant to Revenue Ruling 2001-62).

  

	 	(d)	On and After January 1, 2005 – Annuity Forms of Payment 

 With respect to a Participant whose Pension Starting Date is on or after January 1, 2005, the Actuarial Equivalent value of any distribution in a nondecreasing annuity form of payment shall be
determined using an interest rate of 5.5 percent and the male mortality rates under the 1983 Group Annuity Mortality Table for Participants, and the female mortality rates under the 1983 Group Annuity Mortality Table for Beneficiaries. 

Notwithstanding the foregoing, in no event shall the benefit for a Participant who terminates on or after January 1, 2000, be less
than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 1999, based on the interest rate and mortality table specified in Section 1.3(a). 

  

					
	PLUM CREEK	  	B 4	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.4	Affiliated Companies 


“Affiliated Companies” means: 
  

	 	(a)	the Employer, 

  

	 	(b)	any other corporation which is a member of a controlled group of corporations which includes the Employer (as defined in Code Section 414(b)),


  

	 	(c)	any other trade or business under common control with the Employer (as defined in Code Section 414(c)), or 


 

	 	(d)	any other member of an affiliated service group which includes the Employer (as defined in Code Section 414(m)); and 


 

	 	(e)	any other business or entity that is treated as a single company with the Employer under Code Section 414(o). 


For purposes of the limitation on benefits in Section 8.2, the determination of whether an entity is an Affiliated Company will be
made by modifying Code Sections 414(b) and (c) as specified in Code Section 415(h). 
  

	1.5	Authorized Leave of Absence 

 “Authorized Leave of Absence” means any absence authorized by an Employer under the Employer’s standard personnel practices, provided, that the Participant returns to active employment
within the period specified in such Authorized Leave of Absence, or is specifically not required by the Employer to return to work after such Authorized Leave of Absence terminates. 

 

	1.6	Beneficiary 


“Beneficiary” means the person or persons who survive the Participant and who is: (a) for a single Participant, the person
designated to be the Beneficiary by the Participant in writing to the Pension Committee on such form and in such manner as the Pension Committee shall prescribe; and (b) for a married Participant, the Participant’s surviving spouse. If a
single Participant designates a Beneficiary and later marries, such Beneficiary designation shall be void upon marriage. 
 If no
Beneficiary survives the Participant the Pension Committee may direct that payment of benefits which may be due may be made to the Participant’s estate. 

  

					
	PLUM CREEK	  	B 5	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.7	Board of Directors of The Company 

 “Board of Directors of The Company” means the Board of Directors of Plum Creek Timber Company, Inc., the sole member of Plum Creek Timber I, L.L.C., which is the general partner of the
Company. 
  

	1.8	Break in Service 


“Break-in-Service” means any Plan Year after 1999, in which an Employee has less than 501 Hours of Service. Solely for
purposes of determining a Break-in-Service, Hours of Service shall also include all periods for which no compensation is received during temporary absences due to sickness, accident, military service, authorized leave of absence, jury duty, layoff,
or absence (of a male or female Employee) due to pregnancy, birth or adoption of a child or caring for a child immediately following birth or adoption, subject to the limitation described below. During such periods of temporary absence, Hours of
Service shall be credited in accordance with the Employee’s regular work schedule. 
 Where a temporary absence due to a
pregnancy, birth or adoption of a child, or caring for a child immediately following birth or adoption occurs, hours are credited only in the Plan Year in which the absence begins if such hours are necessary to prevent a Break-in-Service. If such
hours are not needed in such first Plan Year to avoid a Break-in-Service, then the total number of hours attributable to such leave including those that occurred in the first Plan Year shall be credited in the next following Plan Year. 

 

	1.9	Code 

 “Code”
means the Internal Revenue Code of 1986, as amended and including all regulations promulgated pursuant thereto. 
  

	1.10	Company 


“Company” means Plum Creek Timberlands, L. P., provided that provisions requiring the Company to take formal actions under
the Plan shall, when appropriate, be deemed to refer to the Company acting through its general partner, Plum Creek Timber I, L.L.C. 
  

	1.11	Compensation 


“Compensation” for any tax year means taxable pay reportable on IRS Form W-2 under Code Sections 6051(a)(3)
and 3401(a), disregarding limitations based on the nature or location of employment or the services performed, plus the Employee’s elective deferrals under Code Section 402(g)(3) plus amounts contributed at the election of the
Participant that are excludable from gross income pursuant to Code Section 125 or 132(f)(4). 

  

					
	PLUM CREEK	  	B 6	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.12	Credited Service 


“Credited Service” means the following service, excluding periods of service forfeited due to a Break-in-Service: 

 

	 	(a)	with respect to an individual who became a Participant on March 30, 1990, the Participant’s Credited Service under the Predecessor Plan as of
December 31, 1989; provided that Credited Service as of December 31, 1982, for a Participant who was a participant under the former Plum Creek, Inc. Hourly Employees’ Pension Trust, Ksanka Lumber Company Hourly Employees’ Pension
Trust, Royal Logging Company Hourly Employees’ Pension Trust or Arden Lumber Company Hourly Employees’ Pension Trust shall be the service credited for such Participant under such Trust as of December 31, 1982, under the terms of the
Trust in effect on that date; and 

  

	 	(b)	all Plan Years commencing on and after January 1, 1990, except Plan Years in which service as an Eligible Employee commences or terminates, during which an
Eligible Employee completes 1,000 or more Hours of Service for an Employer; and 

  

	 	(c)	with respect to Plan Years in which service as an Eligible Employee commences or terminates for an Employer while the Employer is a participating Employer (see
Appendix I), the fraction of a Plan Year which is equal to the Hours of Service as an Eligible Employee for the Employer during such Plan Year divided by 2,280 provided that an Employee who became a Participant on March 30, 1990, will
not be considered to have commenced service on such date for this purpose. 

 Notwithstanding the foregoing, only
the final 37 years of Credited Service for any Participant shall be counted, and for former Arden Lumber Co. employees only years of Credited Service after October 31, 1973, shall be counted. 

In no event shall a Participant be entitled to Credited Service for any period of employment with Riverwood International Corporation
prior to October 18, 1996, Canfor USA prior to June 1, 1998, or S.D. Warren prior to November 13, 1998. 
  

	1.13	Deferred Retirement Benefit 

 “Deferred Retirement Benefit” has the meaning set forth in Section 4.3. 
  

	1.14	Deferred Retirement Date 


“Deferred Retirement Date” has the meaning set forth in Section 3.2. 

  

					
	PLUM CREEK	  	B 7	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.15	Effective Date 


“Effective Date” means March 30, 1990, or with respect to any Employer specified in appendices to this Plan, the date such
Employer adopted the Plan. 
  

	1.16	Eligible Employee 


“Eligible Employee” for purposes of Part B of the Plan means any Employee who is paid on an hourly basis; except: 

 

	 	(a)	any person who performs services for the Employer and is on the payroll of a third party leasing organization, 


 

	 	(b)	any Employee who is covered under a collective bargaining agreement where retirement benefits were the subject of good faith bargaining which does not provide for
retirement benefits under this Plan, 

  

	 	(c)	a person who is a nonresident alien with no U.S. source income, and 

  

	 	(d)	an individual who is not treated by the Employer as an employee for payroll tax purposes, but who is subsequently determined by a government agency, by the conclusion
or settlement of threatened or pending litigation, or otherwise to be (or to have been) a common law employee of the Employer. Notwithstanding the foregoing, effective as of the date of such determination, including any and all appeals thereof, any
individual so reclassified shall become an Eligible Employee. 

  

	1.17	Employee 


“Employee” means any person who is employed by an Employer as a common law employee determined from appropriate personnel
records of the Employer and any leased employee within the meaning of Code Section 414(n)(2); provided, however, if leased employees constitute 20 percent or less of all Employer’s non-highly compensated work force, the term
“Employee” shall not include a leased employee who is covered by a plan maintained by the leasing organization which meets the requirements of Code Section 414(n)(5). 

“Leased Employee” means any person (other than an Employee of the Employer who pursuant to an agreement between the Employer and
any other person (“leasing organization”)) has performed services for the Employer (or for the Employer and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full-time basis for a period of at
least one year, and such services are performed under primary direction or control by the Employer. 

  

					
	PLUM CREEK	  	B 8	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.18	Employer 


“Employer” means Plum Creek Timberlands, L.P. The term “Employer” shall also include other companies as provided
from time to time in appendices to this Plan. 
  

	1.19	Employment Commencement Date 

 “Employment Commencement Date” means the date on which an Employee first completes an Hour of Service for the Employer or an Affiliated Company during the current period of employment.

  

	1.20	Entry Date 

 “Entry
Date” means January 1 and July 1 of each Plan Year. 
  

	1.21	ERISA 

 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, including all regulations thereunder. 
  

	1.22	Hour of Service 


“Hour of Service” means each hour for which an Employee is paid or entitled to payment by the Employer or any Affiliated Company
on account of: 
  

	 	(a)	performance of duties; 

  

	 	(b)	a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity
(including a period when the Employee is Disabled), layoff, jury duty, military duty, or Authorized Leave of Absence. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours under this paragraph shall be calculated and credited pursuant to 29 CFR 2530.200b-2(b) and (c), which are incorporated herein by this reference; and 


 

	 	(c)	an award of back pay, irrespective of mitigation of damages, agreed to by the Employer or any Affiliated Company. However, hours credited under subsection (a)
or (b) above shall not also be credited under this subsection (c). 

 An employee shall be credited
with 190 Hours of Service for each month in which he or she has at least one Hour of Service. 

  

					
	PLUM CREEK	  	B 9	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 Notwithstanding the foregoing, for purposes of calculating Years of Service for vesting, a
Participant who was employed by one of the following companies on the date the Employer acquired some of its assets (an “acquired company”) who began participation in the Plan on the date indicated, shall also be credited with 190
Hours of Service for each month commencing with the month in which the Participant’s most recent employment commencement date with the acquired company occurred and ending with the month of acquisition. In no event shall an Employee be credited
with more than 190 Hours of Service for service performed by the Employee for the acquired company and the Employer during the same month. 
  

					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

			
	 Riverwood International Corporation
	  	October 17, 1996	  	October 18, 1996
	 Canfor USA
	  	May 31, 1998	  	June 1, 1998
	 S.D. Warren
	  	November 12, 1998	  	November 13, 1998

  

	1.23	Normal Retirement Benefit 


“Normal Retirement Benefit” has the meaning set forth in Section 4.2. 

 

	1.24	Normal Retirement Date 


“Normal Retirement Date” has the meaning set forth in Section 3.1. 

 

	1.25	Participant 


“Participant” means any Eligible Employee who qualifies for participation pursuant to Section 2.1 or 2.2. A nonvested
Participant shall cease to be a Participant upon termination. A vested Participant shall cease to be a Participant when his or her benefit payments from the Plan are completed. 

 

	1.26	Pension Committee 


“Pension Committee” means the Committee as from time to time constituted and appointed to administer the Plan by the Chief
Executive Officer of Plum Creek Timber Company, Inc., pursuant to Section 10.2. 
  

	1.27	Pension Starting Date 


“Pension Starting Date” means (i) the first day of the month for which a Plan benefit is payable as an annuity, or
(ii) in the case of a Plan benefit not payable in the form of an annuity, the first day on which all events have occurred which entitle the Participant to such benefit. 

  

					
	PLUM CREEK	  	B 10	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.28	Plan 

 “Plan”
means the Plum Creek Pension Plan including Part A for employees paid on a salaried basis and Part B for employees paid on an hourly basis, either in its previous or present form or as amended from time to time. 

 

	1.29	Plan Administrator 


“Plan Administrator” means the person or entity designated in Article X to administer the Plan. 

 

	1.30	Plan Year 

 “Plan
Year” initially means the period commencing March 30, 1990, and ending December 31, 1990, and thereafter means the twelve month period commencing each January 1 and ending each December 31. Notwithstanding the
foregoing, for purposes of determining Credited Service under Section 1.12, the first Plan Year shall also include January 1, 1990 through March 29, 1990. 

 

	1.31	Predecessor Plan 


“Predecessor Plan” initially means the Burlington Resources Inc. Pension Plan and its predecessor plans, including, without
limitation, the Burlington Northern Inc. Pension Plan. In the event the Plan recognizes service under other predecessor plans, the term “Predecessor Plan” shall also include other plans as provided from time to time in appendices to this
Plan. “Predecessor Plan”, as to any Participant, shall mean only the particular Predecessor Plan that covered such Participant immediately prior to this Plan. 

 

	1.32	Retirement Date 

 The
Retirement Date for a Participant shall be one of the dates specified in Sections 3.1 or 3.2 on which benefits are to commence. 
  

	1.33	Social Security Retirement Age 

 “Social Security Retirement Age” means the following ages depending on the Participant’s year of birth: age 65 for Participants born prior to 1938, age 66 for Participants
born after 1937, but prior to 1955, and age 67 for Participants born after 1954. 
  

	1.34	Trust or Trust Fund 


“Trust” or “Trust Fund” means the trust fund into which shall be paid all contributions and from which all benefits
shall be paid under this Plan. 

  

					
	PLUM CREEK	  	B 11	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.35	Trustee 


“Trustee” means the trustee or trustees who receive, hold, invest, and disburse the assets of the Trust in accordance with the
terms and provisions set forth in a trust agreement. 
  

	1.36	Vested Termination Benefit 


“Vested Termination Benefit” has the meaning set forth in Section 4.4. 

 

	1.37	Vested Termination Date 


“Vested Termination Date” has the meaning set forth in Section 3.3. 

 

	1.38	Year of Service 


“Year of Service” means each calendar year in which an employee has 1,000 or more Hours of Service. An Employee’s
Years of Service shall also include all periods of Credited Service pursuant to Section 1.12 which are not otherwise included pursuant to this Section. 
 Where the Employer maintains the plan of a predecessor employer, service for such predecessor employer will be treated as service for the Employer, to the extent required by the Code. 

Notwithstanding the foregoing, in no event shall a Participant’s Years of Service on the Effective Date be less than his or her Years
of Service on March 29, 1990, under the Burlington Resources Inc. Pension Plan. 
 In addition, notwithstanding the
foregoing, a Participant who was employed by one of the following companies on the date the Employer acquired some of its assets (an “acquired company”) who began participation in the Plan on the date indicated, shall also be credited with
a Year of Service for vesting for each calendar year in which such Participant had 1,000 or more Hours of Service with the acquired company. In no event shall an Employee be credited with more than one (1) Year of Service for service
performed by the Employee for the acquired company and the Employer during the same calendar year. 
  

					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

			
	 Riverwood International Corporation
	  	October 17, 1996	  	October 18, 1996
	 Canfor USA
	  	May 31, 1998	  	June 1, 1998
	 S.D. Warren
	  	November 12, 1998	  	November 13, 1998


  

					
	PLUM CREEK	  	B 12	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	










	1.39	Additional Definitions in Plan 

 The following terms are defined in the following sections of the Plan: 
  

			
	 	  	Section
		
	 Aggregate Account
	  	9.2(e)
	 Aggregation Group
	  	9.2(h)
	 Benefit Notice
	  	5.4(a)
	 Determination Date
	  	9.2(c)
	 Highly Compensated Employee
	  	8.1(c)(i)
	 Investment Manager
	  	13.5
	 Joint and Survivor Annuity
	  	5.1(b)
	 Key Employee
	  	9.2(g)
	 Lump Sum
	  	5.1(c)
	 Present Value of Accrued Benefits
	  	9.2(f)
	 Requested Date
	  	5.4(a)
	 Required Beginning Date
	  	10.5(c)
	 Retirement Benefit
	  	4.1
	 Retroactive Pension Starting Date
	  	5.4(c)
	 Single Life Annuity
	  	5.1(a)
	 Super Top Heavy
	  	9.2(b)
	 Top Heavy
	  	9.2(a)
	 Valuation Date (for Top Heavy)
	  	9.2(d)


  

					
	PLUM CREEK	  	B 13	  	
	PENSION PLAN – PART B	  		  	
	EFFECTIVE JANUARY 1, 2007	  		  	









 ARTICLE II 
 PARTICIPATION 
  

	2.1	Eligibility for Participation 

 Each Eligible Employee shall become a Participant under this Plan on the later of the Effective Date or the first Entry Date coinciding with or next following completion of a twelve consecutive month
period within which the Employee has at least 1,000 Hours of Service. The twelve-month period used for this determination shall start on the Employee’s Employment Commencement Date and the first day of each Plan Year thereafter.

 Notwithstanding the foregoing, each Employee who was employed by one of the following companies on the date the Employer
acquired some of its assets (an “acquired company”) who became an Eligible Employee on the following day shall become a Participant under this Plan on the date indicated below: 

 

					
	 Acquired Company
	  	 Acquisition Date
	  	 Participation Date

			
	 Riverwood International Corporation
	  	October 17, 1996	  	October 18, 1996
	 Canfor USA
	  	May 31, 1998	  	June 1, 1998
	 S.D. Warren
	  	November 12, 1998	  	November 13, 1998

  

	2.2	Reemployment After Termination 

 Upon the reemployment of a terminated Participant as an Eligible Employee or in the event a former Participant again becomes an Eligible Employee, he or she shall immediately become an Active Participant.

 An Employee who terminates prior to becoming a Participant and is later reemployed shall become a Participant upon satisfying
the requirements of Section 2.1. In the event 1,000 Hours of Service were earned during a 12-month period described in Section 2.1 prior to termination, such service shall be forfeited for purposes of this Article II only if the
Participant: 
  

	 	(a)	had fewer than three Years of Service on January 1, 2000; 

  

	 	(b)	terminates employment on or after January 1, 2000; and 

  

	 	(c)	incurs five consecutive Breaks-in-Service. 


  

					
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	2.3	Change of Employment Status 

 If a person who is not a Participant becomes an Eligible Employee because of a change in employment status, such person shall become a Participant upon the later of (i) the date he or she would
otherwise become a Participant under Section 2.1 or, (ii) the date he or she becomes an Eligible Employee. 

  

					
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 ARTICLE III 
 RETIREMENT DATES 
  

	3.1	Normal Retirement Date 


The Normal Retirement Date for a Participant shall be the first day of the month coinciding with or next following the attainment of
age 65. A Participant who terminates on or before his or her Normal Retirement Date with a vested Accrued Benefit shall receive his or her benefit as of the Normal Retirement Date, unless: (a) such Participant elects to commence benefits
on a later date under Section 10.5(b), which is not later than the Required Beginning Date; (b) such Participant qualifies for and elects to receive benefits at an Early Retirement Date or a Vested Termination Date; or (c) such
Participant has received a Lump Sum distribution pursuant to Section 10.7(c). 
  

	3.2	Deferred Retirement Date 


The Deferred Retirement Date for a Participant who continues working after the Normal Retirement Date shall be the first day of the month
coinciding with or next following his or her termination date; provided, however, the Deferred Retirement Date shall not be later than the Participant’s Required Beginning Date. A Participant who continues to work after the Normal Retirement
Date shall receive his or her benefit as of the Deferred Retirement Date, unless such Participant elects to commence benefits on a later date under Section 10.5(b), which is not later than the Required Beginning Date. 

 

	3.3	Vested Termination Date 


In lieu of a Retirement Benefit, a Participant who is vested and terminates prior to retirement may elect in writing upon termination of
employment, to receive the Vested Termination Benefit on a Vested Termination Date, which shall be the first day of any month coinciding with or following termination of employment and before the Participant’s Normal Retirement Date. A
Participant may elect any prospective Vested Termination Date that falls within this window period. A Participant may also elect a retroactive Vested Termination Date subject to the limitations on electing a retroactive Pension Starting Date in
Section 5.4. 

  

					
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 ARTICLE IV 
 RETIREMENT BENEFITS 
  

	4.1	Retirement Benefit 

 A
Participant’s monthly Retirement Benefit expressed as a Single Life Annuity, shall equal the sum of the following as of any date; offset by the Actuarial Equivalent value of any prior distribution: 

 

	 	(a)	$2.00 multiplied by Credited Service prior to January 1, 1962; plus 


 

	 	(b)	$15.00 multiplied by Credited Service from January 1, 1962, through December 31, 1977; plus 


 

	 	(c)	$17.00 multiplied by Credited Service from January 1, 1978, through December 31, 1981; plus 


 

	 	(d)	$19.50 multiplied by Credited Service from January 1, 1982, through December 31, 1990; plus 


 

	 	(e)	$22.00 multiplied by Credited Service from January 1, 1991, through December 31, 1991; plus 


 

	 	(f)	$24.00 multiplied by Credited Service from January 1, 1992, through December 31, 1992; plus 


 

	 	(g)	$26.00 multiplied by Credited Service from January 1, 1993, through December 31, 1995; plus 


 

	 	(h)	$29.00 multiplied by Credited Service from January 1, 1996, through December 31, 1999; plus 


 

	 	(i)	$30.00 multiplied by Credited Service from January 1, 2000, through December 31, 2000; plus 


 

	 	(j)	$32.00 multiplied by Credited Service from January 1, 2001, through December 31, 2001; plus 


 

	 	(k)	$33.00 multiplied by Credited Service from January 1, 2002, through December 31, 2002; plus 


 

	 	(l)	$34.00 multiplied by Credited Service from January 1, 2003, through December 31, 2003; plus 


  

					
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	 	(m)	$35.00 multiplied by Credited Service from January 1, 2004, through December 31, 2004; plus 


 

	 	(n)	$38.00 multiplied by Credited Service from January 1, 2005, through December 31, 2005; plus 


 

	 	(o)	$39.00 multiplied by Credited Service from January 1, 2006, through December 31, 2006; plus 


 

	 	(p)	$40.00 multiplied by Credited Service from and after January 1, 2007. 


 

	4.2	Normal Retirement Benefit 


A Participant’s monthly Normal Retirement Benefit shall equal his or her vested Retirement Benefit payable at Normal Retirement Date
and then adjusted for form of payment. 
  

	4.3	Deferred Retirement Benefit 

 A Participant’s monthly Deferred Retirement Benefit payable on a Deferred Retirement Date shall equal his or her vested Retirement Benefit payable as of the date of termination of employment, and
then adjusted for form of payment. Service beyond Normal Retirement Date shall be taken into consideration. 
 In no event shall
the Deferred Retirement Benefit provided under this paragraph be less than the Retirement Benefit to which the Participant would have been entitled if he or she had actually retired on the Normal Retirement Date, Actuarially increased to reflect the
delayed commencement past Normal Retirement Date. 
 In the event a Participant continues working after the Participant’s
Required Beginning Date, the Deferred Retirement Benefit shall be recalculated and adjusted annually in the manner described in Section 4.5(a), and for this purpose the Participant shall be deemed to have terminated employment and commenced
receiving benefits as of the date benefits commence following the Required Beginning Date and then become re-employed on the following day. 
  

	4.4	Vested Termination Benefit 


A Participant’s monthly Vested Termination Benefit payable on a Vested Termination Date shall equal his or her Retirement Benefit
payable as of the date of termination of employment, reduced according to the table below for the first ten years and on an Actuarial Equivalent basis for additional years by which the Vested Termination Date precedes the Normal Retirement Date to
reflect the earlier Pension Starting Date, and then adjusted for form of payment: 

  

					
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	 Age on Vested

Termination Date
	 	Percentage of
Retirement 
Benefit
Payable at Vested
Termination Date	 
		
	65	 	 	100.0	% 
	64	 	 	91.5	% 
	63	 	 	83.9	% 
	62	 	 	77.1	% 
	61	 	 	70.9	% 
	60	 	 	65.3	% 
	59	 	 	60.2	% 
	58	 	 	55.6	% 
	57	 	 	51.4	% 
	56	 	 	47.6	% 
	55	 	 	44.1	% 

  

	4.5	Reemployment After Termination 

  

	 	(a)	Vested Participant Who Received No Distribution 

 In the event a vested Participant received no distribution upon initial termination, his or her Retirement Benefit shall be determined by aggregating Years of Service and Credited Service during the first
and subsequent periods of employment in accordance with Section 7.2(a). 
  

	 	(b)	Vested Participant Who Received a Distribution 

 In the event a vested Participant received a distribution of benefits upon initial termination and becomes reemployed, his or her Retirement Benefit shall be determined and paid as described below:

  

	 	(i)	in the event such Participant commenced annuity payments, such annuity payments shall continue during the period of reemployment; 


 

	 	(ii)	the Participant shall accrue an additional Retirement Benefit based on Credited Service during reemployment; 


 

	 	(iii)	Years of Service prior to reemployment shall be considered; 

  

	 	(iv)	upon subsequent retirement, the initial benefit shall continue to be paid in the initial form of payment elected and the additional benefit earned during reemployment
may be paid in any form elected by the Participant pursuant to Article V; and 


  

					
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	 	(v)	in the event the Participant is eligible for a Deferred Retirement Benefit upon subsequent retirement, only the portion of the benefit earned during the period of
reemployment shall be considered a Deferred Retirement Benefit. 

  

	 	(c)	Nonvested Participant 

 In
the event a nonvested Participant terminates at a time when the present value of his or her vested Retirement Benefit is zero the Employee shall be deemed to have received a distribution of such Retirement Benefit upon termination pursuant to
Section 7.2(b) and shall no longer be a Participant. If the individual becomes reemployed before incurring five consecutive Breaks-in-Service, his or her Retirement Benefit shall be restored to the amount of such benefit on the date of the
deemed distribution and his or her Retirement Benefit shall be determined by aggregating Years of Service and Credited Service during the first and subsequent periods of employment. If the individual becomes reemployed after five consecutive
Breaks-in-Service, his or her Retirement Benefit, Years of Service and Credited Service prior to reemployment shall be disregarded for purposes of determining his or her Retirement Benefit earned during reemployment unless the Participant had at
least three Years of Service on January 1, 2000. If a Participant had at least three Years of Service on January 1, 2000, and is reemployed after a Break-in-Service, all service before and after the Break-in-Service shall be
aggregated pursuant to Section 7.2(c). 
 In no event shall the benefit upon subsequent retirement, prior to any reduction
for previously received benefits, be less than the initial Retirement Benefit. 
  

	4.6	Benefits For Terminated Participants 

 Benefits under the Plan shall be determined and paid in accordance with the provisions of the Plan in effect on the most recent date of a termination of employment. 

Notwithstanding the foregoing, a Participant who terminated employment prior to September 1, 2000, may elect a lump sum form of
payment in accordance with Section 5.1(c). 

  

					
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 ARTICLE V 
 FORMS OF PAYMENT 
  

	5.1	Forms of Payment 

 The
following forms of benefit payments are available under this Plan: 
  

	 	(a)	Single Life Annuity: 

 A
“Single Life Annuity” which provides monthly payments from the Retirement Date or Vested Termination Date to the first of the month preceding death. The amount of the monthly benefit shall equal the monthly Normal, Early or Deferred
Retirement Benefit or Vested Termination Benefit, whichever applies. 
  

	 	(b)	Joint and Survivor Annuity: 

 A reduced “Joint and Survivor Annuity” which provides monthly payments to a married Participant from the Retirement Date or Vested Termination Date to the first of the month preceding death.
Following the Participant’s death, a benefit equal to 25 percent, 50 percent, 75 percent or 100 percent of the reduced amount payable to the Participant shall be payable for life to the Participant’s spouse, if living at the time of
the Participant’s death. A Participant who elects a Normal or Deferred Retirement Benefit, or Vested Termination Benefit, may elect which percentage shall be payable to the spouse. 

If the spouse dies after the Participant’s benefit begins, the Participant’s payments will be in the same reduced amount as is
otherwise payable under the Joint and Survivor Annuity. If the spouse dies prior to the date as of which the Participant’s benefit begins, any election of a form of benefit under this Section 5.1(b) shall be automatically canceled. If the
Participant dies prior to the date as of which his or her benefit is to begin, the spouse shall not be entitled to receive any payments under this Section 5.1(b). However, a spouse may be entitled to a benefit under Section 6.1.

  

	 	(i)	The monthly benefit payable to the Participant under a 25 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 


  

					
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FACTOR = .93 - .0025 x (AGE DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested
Termination Date, whichever applies). 


  

	 	(ii)	The monthly benefit payable to the Participant under a 50 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .87 - .005 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iii)	The monthly benefit payable to the Participant under a 75% Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form of a
Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .82 - .006 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iv)	The monthly benefit payable to the Participant under a 100% Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form of a
Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .79 - .0075 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the spouse’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

Notwithstanding the foregoing, effective for a Pension Starting Date on or after January 1, 2005, the amount payable under any Joint
and Survivor Annuity form of payment shall not be less than the applicable joint and survivor annuity benefit that is Actuarially Equivalent to the Participant’s Normal or Deferred Retirement Benefit or Vested Termination Benefit payable in the
form of a Single Life Annuity, as of such Pension Starting Date. 

  

					
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	 	(c)	Lump Sum: 

 A “Lump
Sum” distribution which provides a single sum payment representing the Participant’s entire interest in the Plan. The amount of the single sum payment shall be the greater of: 

 

	 	(i)	the Actuarially Equivalent present value of the Participant’s Retirement Benefit expressed as a Single Life Annuity, commencing at the Participant’s Normal
Retirement Date, or 

  

	 	(ii)	the Lump Sum benefit amount which is the Actuarially Equivalent present value of the Participant’s early retirement benefit on August 31, 2000, under the
terms of the Plan in effect on that date; provided such amount does not exceed $25,000. 

  

	5.2	Automatic Form of Benefit 


Unless a Participant elects otherwise, benefits shall be paid as provided below: 

 

	 	(a)	Married Participants 

 The
qualified joint and survivor annuity under this Plan with respect to a married Participant shall be the 50 percent Joint and Survivor Annuity. Any Participant who is married on his or her Retirement Date or Vested Termination Date, whichever
applies, shall automatically be deemed to have elected the 50 percent Joint and Survivor Annuity option, effective as of such date, with his or her spouse as the joint annuitant. 

A married Participant may reject the 50 percent Joint and Survivor Annuity option, by filing a written notice with the Pension Committee.
Such initial notice, or any subsequent change, must specify the joint annuitant (if applicable) and form of payment elected. A married Participant may file a rejection notice or revoke any such notice during the time periods set forth in
Section 5.4. 
 If a married Participant elects any form of payment other than the 50 percent, 75 percent or 100 percent
Joint and Survivor Annuity with his or her spouse as the joint annuitant, the Participant’s spouse must sign a waiver of the spouse’s right to receive the survivor benefits under a 50 percent Joint and Survivor Annuity. The spouse’s
signature must be notarized, or witnessed by a Plan representative. 
  

	 	(b)	Single Participants 

 The
qualified joint and survivor annuity under the Plan with respect to a single Participant shall be the Single Life Annuity. 
 Any
single Participant

  

					
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shall receive his or her Retirement or Vested Termination Benefits in the form of a Single Life Annuity. 
 A single Participant may reject the Single Life Annuity option and elect a Lump Sum pursuant to Section 5.1 or revoke such election, by filing a written notice with the Pension Committee during the
time periods set forth in Section 5.4. 
  

	5.3	Limitation on Forms of Payment 

 A Participant may not elect a joint annuitant other than his or her spouse. A Participant must elect a form of payment under which payments will be completed within the Participant’s and
Beneficiary’s life times or within their life expectancies. 
  

	5.4	Benefit Notice, Benefit Election and Consent Requirements 

  

	 	(a)	Benefit Notice 

 A
Participant who wishes to commence benefits must contact the Pension Committee and request the applicable notice and election forms and indicate a date on which he or she may want to commence benefits (the “Requested Date”). A Requested
Date may only be the first day of a month. A Participant who is eligible to commence benefits on a Vested Termination Date may only choose a prospective Requested Date. A Participant who is eligible to commence benefits on a Retirement Date may
choose a prospective Requested Date, or a past Requested Date which is not more than 31 days before the Participant contacts the Pension Committee to request a Benefit Notice. In addition, a Participant who is age 65 or over may also choose a
Requested Date which is his or her Normal Retirement Date or Deferred Retirement Date, whichever applies. Depending on the Participant’s election, his or her Requested Date and Pension Starting Date may be the same or different dates.

 As soon as administratively feasible following a Participant’s request, the Pension Committee shall provide such
Participant with a written notice, referred to as a “Benefit Notice.” The Benefit Notice shall be considered to be provided to the Participant on the date it is mailed to the Participant, or, if not mailed, the date it is actually received
by the Participant. The Benefit Notice shall contain the following information: 
  

	 	(i)	the terms and conditions of the forms of payment available under the Plan and the relative values of the optional forms of payment; 


 

	 	(ii)	the Participant’s right to waive the automatic form of payment pursuant to Section 5.2; 


  

					
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	 	(iii)	the requirement for spouse consent to waiver of the automatic form of payment pursuant to Section 5.2; 


 

	 	(iv)	the right to revoke a waiver of the automatic payment forms; and 

  

	 	(v)	the Participant’s right to consider the benefit election for at least 30 days before the Pension Starting Date, or in the case of a Retroactive Pension Starting
Date, 30 days before the date on which benefits actually commence, and the right to waive this 30-day election period. 

 The Benefit Notice shall be furnished within a reasonable period (not more than 180 days) prior to the Participant’s Pension Starting Date, unless the Pension Starting Date is a Retroactive Pension
Starting Date. 
 If the Plan provides a Benefit Notice that includes benefits as of a Requested Date, and the Participant does
not complete an election to commence benefits by the end of the 180-day period beginning on the date that such Benefit Notice is provided, such Benefit Notice shall expire. The Participant must begin the process again by contacting the Pension
Committee and selecting a new Requested Date. 
  

	 	(b)	Benefit Election 

  

	 	(i)	Election of Pension Starting Date and Form of Payment 

 A Participant may elect to commence benefits on a Pension Starting Date which is his or her Requested Date, or a later date which is included in his or her Benefit Notice pursuant to Section 5.4(c).

 In addition, a Participant may only elect a Pension Starting Date that: 

 

	 	(A)	falls within 180 days after the date the Benefit Notice is provided (except as provided in Section 5.4(c)); and 


 

	 	(B)	is on or after the date the Participant terminates employment. 

 All Participants may elect a form of payment as explained in the Benefit Notice. 

  

					
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	 	(ii)	Time and Form of Election 


Any election made by the Participant or consent by a spouse pursuant to Section 5.2(a) must be made within 180 days after the date
the Benefit Notice is provided. An election shall be made in writing on forms provided by and filed with the Pension Committee. 
  

	 	(iii)	Right to Consider Election for 30 Days 

 The Participant has the right to consider his or her benefit election for at least 30 days. The Participant may waive this right and elect a Pension Starting Date that is less than 30 days after the date
the Benefit Notice is provided. If such a Participant elects a Pension Starting Date that is less than 30 days after the date the Benefit Notice is provided, the Participant may change his or her election at any time before (A) the end of the
seven-day period that immediately follows the date the Benefit Notice is provided, or (B) the Pension Starting Date, whichever is later. In no event will the first benefit payment be issued until after the end of the seven-day period that
follows the date the Benefit Notice is provided. Any election shall automatically be revoked if the Participant dies prior to the Pension Starting Date. 
  

	 	(c)	Retroactive Pension Starting Date 

 Notwithstanding Section 5.4(a) and Section 5.4(b), a Participant may only elect to commence benefits on a “Retroactive Pension Starting Date” in certain circumstances. A
“Retroactive Pension Starting Date” is a Pension Starting Date that is on or before the date that the Benefit Notice is provided to the Participant. 
 A Participant may elect to commence benefits as of a Retroactive Pension Starting Date only in the circumstances described in (i), (ii) or (iii) below. 

 

	 	(i)	Vested Termination Benefits 

 A Participant who requests a Benefit Notice pursuant to Section 5.4(a) for benefits to commence on a prospective Vested Termination Date in accordance with Section 3.3, may commence benefits as
of the Requested Date even though such date becomes a Retroactive Pension Starting Date because the Benefit Notice is not provided before the Requested Date (for example, due to administrative delay). In this circumstance, the Participant may elect
to receive: 

  

					
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	 	(A)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the
Benefit Notice is provided; or 

  

	 	(C)	subject to the terms of Section 5.1, a Lump Sum form of payment equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c)),
plus interest pursuant to Section 5.4(c)(iv)(D)or 

  

	 	(2)	the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided.


  

	 	(ii)	Normal Retirement Benefits 

 A Participant who qualifies for benefits to commence on his or her Normal Retirement Date, but does not commence benefits as of or before his or her Normal Retirement Date, may elect to commence benefits
on a Retroactive Pension Starting Date, subject to the following limitations. Such a Participant may elect to receive: 
  

	 	(A)	any annuity form of payment available under the Plan, determined as of the Participant’s Normal Retirement Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(C)	if a Participant requests a Benefit Notice pursuant to Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also
elect to receive any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided; or 


  

					
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	 	(D)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Normal Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c), plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c)),
and if the Requested Date is a Retroactive Pension Starting Date, plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(3)	if the Participant requests a Benefit Notice under Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also elect
to receive the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided. 


 

	 	(iii)	Deferred Retirement Benefits 

 A Participant who qualifies for benefits to commence on his or her Deferred Retirement Date, but does not commence benefits as of or before his or her Deferred Retirement Date, may elect to commence
benefits as of a Retroactive Pension Starting Date, subject to the following limitations. Such a Participant may elect to receive: 
  

	 	(A)	any annuity form of payment available under the Plan, determined as of the Participant’s Deferred Retirement Date; or 


 

	 	(B)	any annuity form of payment available under the Plan, determined as of the Requested Date; or 


 

	 	(C)	 if a Participant requests a Benefit Notice pursuant to Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the
Participant may also elect to receive any annuity form of payment available under the Plan, determined as of the Pension Starting Date that is the 



  

					
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first day of the month following the month in which the Benefit Notice is provided; or 


  

	 	(D)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Deferred Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c)), plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Requested Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to Section 1.3(c) and
if the Requested Date is a Retroactive Pension Starting Date, plus interest pursuant to Section 5.4(c)(iv)(D); or 

  

	 	(3)	if the Participant requests a Benefit Notice under Section 5.4(a) and the Benefit Notice is not provided before the Requested Date, the Participant may also elect
to receive the Lump Sum benefit determined as of the Pension Starting Date that is the first day of the month following the month in which the Benefit Notice is provided. 


 

	 	(iv)	Retroactive Pension Starting Date Conditions 

 If a Participant elects to receive benefits based on a Retroactive Pension Starting Date, the following additional conditions must be satisfied: 

 

	 	(A)	The Participant election and any required spouse consent pursuant to Section 5.2(a) must be made within 180 days before the date of the first benefit payment.


  

	 	(B)	The Participant’s benefit amount shall be calculated as of the Retroactive Pension Starting Date elected by the Participant, based on the Plan terms in effect on
such date and the Actuarial Equivalent factors that would have applied if benefits had actually commenced on such date, subject to Section 5.4(c)(iv)(D). 


 

	 	(C)	 If the Retroactive Pension Starting Date is more than twelve months before the date benefits actually commence,




  

					
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the maximum annual benefit (including appropriate interest adjustments) payable under the Plan pursuant to Section 8.2 shall be calculated as of the date benefits actually commence based on
Plan terms and Actuarial Equivalent factors in effect on such date. 


  

	 	(D)	The Participant shall receive a make-up payment to reflect missed payments from the date each payment was due on or after the Retroactive Pension Starting Date to the
date of the actual make-up payment. The make-up payment shall include interest, calculated using the interest rate provided in Section 1.3(a), and shall be compounded monthly to reflect the period between the date each payment was due on or
after the Retroactive Pension Starting Date and the date the make-up payment actually is made. 

  

	 	(E)	If the Participant is married on the date benefits actually commence, the spouse consent requirements of Section 5.2(a) that apply if the Participant elects any
form of payment other than the 50 percent, 75 percent and 100 percent Joint and Survivor Annuity, apply to such spouse. If the Participant was previously married to a different spouse on the Retroactive Pension Starting Date, the spouse consent
requirements of Section 5.2(a) do not apply to the former spouse, unless a qualified domestic relations order requires that they also apply to the former spouse. 


 

	 	(F)	If a Participant is married on the date benefits actually commence, his or her spouse must sign the election of a Retroactive Pension Starting Date if the monthly
survivor annuity amount payable to the spouse based on the Retroactive Pension Starting Date is less than the monthly survivor annuity amount payable to the spouse under a 50 percent joint and survivor annuity determined as if the actual benefit
commencement date was the Pension Starting Date. The spouse’s signature must be notarized, or witnessed by a Plan representative. 

  

	 	(G)	The first benefit payment must be made more than seven days after the date on which the Benefit Notice is provided. 


  

					
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	5.5	Directed Rollovers 

  

	 	(a)	General Rule 

 A
Participant, spouse Beneficiary, former spouse alternate payee, or non-spouse Beneficiary (each referenced as a “distributee”) who is entitled to or elects a Lump Sum benefit may direct the Pension Committee to pay part or all of the
benefit to a trustee or custodian of an Eligible Retirement Plan that accepts such directed rollovers subject to the following provisions: 
  

	 	(i)	a distributee may not request a directed rollover of an amount distributed due to the minimum required distribution following the Participant’s Required Beginning
Date pursuant to Section 10.5(c); 

  

	 	(ii)	the rollover of a distribution may only be directed to one qualified plan or IRA; 


 

	 	(iii)	a non-spouse Beneficiary (who is not a former spouse alternate payee) may only direct a rollover to an individual retirement account described in Code
Section 408(a) or an individual retirement annuity described in Code Section 408(b), established for the purpose of receiving such rollover; and 

  


	 	(iv)	a distributee must provide the information or documentation reasonably requested by the Pension Committee. 


“Eligible Retirement Plan” means an individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified plan described in Code Section 401(a), that accepts the eligible rollover distribution. “Eligible Retirement
Plan” may also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. 
  

	 	(b)	Notice to Participants 


The Pension Committee shall furnish each distributee eligible for a directed rollover under this section with a written explanation of the
directed rollover opportunity and related withholding consequences of not choosing a directed rollover within a reasonable period (at least 30 but not more than 180 days) prior to the distributee’s Pension Starting Date. The explanation shall
clearly indicate that the distributee has the right to a 30-

  

					
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day waiting period to consider the election. The distributee may waive the 30-day period by an affirmative election to make or not make a directed rollover in writing on forms provided by the
Pension Committee. The forms shall indicate that the distributee has a right to consider whether to roll over his or her benefit from the Plan for at least 30 days. 

  

					
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 ARTICLE VI 
 DEATH AND DISABILITY BENEFITS 
  

	6.1	Pre-Retirement Death Benefit 

 In the event a Participant dies after becoming vested and before commencing to receive Retirement Benefits or Vested Termination Benefits under the Plan, his or her Beneficiary shall receive a
pre-retirement death benefit. In the event a Participant is married at the time of death, his or her spouse shall be the Beneficiary. A married Participant may not elect a non-spouse Beneficiary to receive pre-retirement death benefits. The time of
commencement and the amount of the death benefit is described below. 
  

	 	(a)	Surviving Spouse Beneficiary  

 A surviving spouse Beneficiary shall receive a monthly death benefit payable from the first day of the month coinciding with or following the date of the Participant’s death, through the first day of
the month preceding the Beneficiary’s death. 
 The death benefit shall equal the greater of: 

 

	 	(i)	the amount payable to the Beneficiary under a 50 percent joint and survivor annuity form of payment if the Participant had terminated on the earlier of the date of
actual termination of employment or the date of death, survived to the date spouse benefits commence and commenced receiving Vested Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits commence; and


  

	 	(ii)	the amount of a Single Life Annuity that is Actuarially Equivalent (based on the spouse’s age) to the benefit that would have been payable to the Participant in
the form of a Lump Sum if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date spouse benefits commence and commenced receiving Vested Termination Benefit or
Retirement Benefit payments, whichever applies, as of the date death benefits commence. 

 Notwithstanding the
foregoing, in the event a Participant dies prior to his or her Normal Retirement Date, a surviving spouse entitled to benefits may elect to postpone commencement of benefits to the first day of any month on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died, or by 

  

					
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December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. If a surviving spouse Beneficiary dies before death benefits commence, no death benefit shall be payable under the Plan. 

A spouse Beneficiary may elect to receive a Lump Sum form of payment in lieu of the monthly benefit described above, subject to the limit
described below. If a spouse Beneficiary elects a Lump Sum, such election must be in writing and made not earlier than 180 days prior to the date monthly benefits would otherwise commence. A Lump Sum benefit is only payable if the spouse commences
benefits on the first day of the month coinciding with or following the date the Lump Sum election is filed with the Pension Committee. The Lump Sum benefit shall equal the amount that is Actuarially Equivalent to the monthly benefit described
above. 
  

	 	(b)	Non-Spouse Beneficiary 

 A
non-spouse Beneficiary shall receive a death benefit payable as soon as administratively feasible after the Participant’s death, in a single sum payment. 
 The amount of the benefit shall equal the Lump Sum amount that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment
or the date of death, survived to the date death benefits commence and received a Lump Sum Vested Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 

 

	 	(c)	Estate 

 If there is no
Beneficiary following the Participant’s death, a benefit shall be payable to the participant’s estate in accordance with Section 1.6. Such benefit shall be distributed by December 31 of the calendar year containing the fifth
anniversary o the Participant’s death. 
 The amount of the benefit payable to the estate shall equal the Lump Sum amount
that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested
Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 

  

					
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	6.2	Disability 

 A Participant
who is totally and permanently disabled who has at least 10 Years of Service at termination of employment and qualifies for disability benefits under the Social Security Act shall receive a monthly disability benefit until a Retirement Benefit
begins to be paid. Such disability benefit is equal to his or her Retirement Benefit determined as of the date of termination of employment and shall commence as of the first day of the month following termination of employment and end on the first
day of the month preceding the Participant’s Normal Retirement Date. Benefits shall not be reduced for commencement prior to Normal Retirement Date, however, benefits payable to a Participant who is married at the time disability benefits
commence shall be reduced to the amount payable to the Participant under a 50 percent Joint and Survivor Annuity pursuant to Section 5.1(b). This benefit shall not affect the Participant’s Normal Retirement Benefit otherwise payable under
the Plan. The Participant may elect a form of payment for his or her Normal Retirement Benefit prior to his or her Normal Retirement Date pursuant to Article V. 
 In the event a married Participant who is receiving this disability benefit dies before commencing retirement benefits under the Plan, his or her surviving spouse shall not be entitled to receive any
survivor benefits pursuant to this Section 6.2, but may be entitled to a pre-retirement spouse’s death benefit pursuant to Section 6.1. 

  

					
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 ARTICLE VII 
 VESTING 
  

	7.1	Vesting 

 Each Participant
shall have a vested, nonforfeitable right to his or her Accrued Benefit multiplied by the appropriate vesting percentage in accordance with the following table: 
  

					
	 Years of Service
	  	Percent Vested	 
		
	 Less than 5
	  	 	0	% 
	 5
	  	 	100	% 

 In addition, each
Participant shall have a 100 percent vested nonforfeitable right to his or her Accrued Benefit on the date he or she attains age 65, provided he or she is an Employee on such date. Each Participant who has three Years of Service on
January 1, 2000, shall also have a 100 percent vested nonforfeitable right to his or her Accrued Benefit in the event the Participant dies provided he or she is an Employee on such date. An Employee who terminates with 0 percent vested
shall be deemed to be “nonvested”. 
  

	7.2	Termination Prior to Vesting 

  

	 	(a)	Forfeiture of Service 

 If
a nonvested Participant incurs a five-consecutive-year Break-in-Service, his or her Years of Service and Credited Service preceding the five-consecutive-year Break-in-Service shall be disregarded, and any Accrued Benefit earned prior to the
five-consecutive-year Break-in-Service shall be forfeited. 
 If a vested Participant incurs a Break-in-Service and is
subsequently rehired, all Years of Service and Credited Service before and after the Break-in-Service shall be aggregated. 

Notwithstanding the foregoing, in the event service is forfeited under the terms of a Predecessor Plan and the individual later becomes a
Participant in this Plan, such forfeited service shall remain forfeited. 
  

	 	(b)	Deemed Cash-Out of Accrued Benefit 

 If a nonvested Participant terminates employment, the Participant shall be deemed to have received a distribution of his or her Accrued Benefit upon


  

					
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termination, and shall no longer be a Participant. If the Participant resumes employment with the Employer before incurring a five-consecutive-year Break-in-Service, his or her Accrued Benefit,
Years of Service and Credited Service preceding the Break-in-Service shall be reinstated upon reemployment, in accordance with Section 4.5(c). 
  

	 	(c)	Grandfather for Certain Participants on January 1, 2000 

 Notwithstanding the foregoing, if a Participant had at least three Years of Service on January 1, 2000, all Years of Service and Credited Service before and after a Break-in-Service shall be
aggregated. 
  

	7.3	Forfeitures 

 Any
forfeitures arising under this Plan shall be used only to offset future Employer contributions and shall not affect any Participant’s Accrued Benefit. 
  

	7.4	Amendment of Vesting Schedule 

 The Employer reserves the right to amend the vesting schedule set forth in Section 7.1 at any time pursuant to Section 12.1; however, no such amendment shall reduce the vested percentage of a
Participant’s Accrued Benefit, determined as of the date immediately preceding the later of the date on which such amendment is adopted or effective, to a percentage that is less than the Participant’s vested percentage as computed under
the Plan without regard to the amendment. 
 In the event the Employer amends the vesting schedule, each Participant having at
least three Years of Service with the Employer may elect to have his or her vested Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his or her election with the Administrative Committee within sixty
days of the latest of: 
 (a) the Employer’s adoption of the amendment; 

(b) the effective date of the amendment; or 
 (c) the Participant’s receipt of written notice of the amendment. 

Notwithstanding the above, a Participant is not entitled to the election if the Participant’s vested percentage determined under the
Plan, as amended, is at all times at least as great as the Participant’s vested percentage determined under the Plan without regard to the amendment. For purposes of this Section 7.4, an amendment to the vesting schedule includes any Plan
amendment which directly or indirectly affects the vested percentage of a Participant’s right to his or her Accrued Benefit. 

  

					
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 ARTICLE VIII 
 LIMITATIONS ON BENEFITS 
  

	8.1	Limitation on Benefits 


To prevent discrimination in favor of highly-compensated Participants upon early termination of the Plan, the following limitations govern
allocation of Trust assets. 
  

	 	(a)	General Rule 

 In the
event the Plan terminates, the benefit of any “Highly Compensated Employee” and any “Former Highly Compensated Employee” (as defined below) shall be limited to a benefit that is nondiscriminatory under Code
Section 401(a)(4). 
  

	 	(b)	Limit on Annual Payments 


Annual payments to an Employee in the “Restricted Group” (as defined below) are restricted to an amount equal to the payments
that would be made on behalf of the Employee: 
  

	 	(i)	under a Single Life Annuity that is Actuarially Equivalent to the sum of the Employee’s Accrued Benefit and the Employee’s other benefits under the Plan
(other than a Social Security supplement); plus 

  

	 	(ii)	the amount of any Social Security supplements the Employee is entitled to receive. 


This restriction will not apply if: 
  

	 	(A)	after payment to an Employee in the Restricted Group of all “Benefits” (as defined below), the value of Plan assets equals or exceeds 110 percent of the
value of current liabilities, as defined in Code Section 412(l)(7); 

  

	 	(B)	the value of the Benefits for an Employee in the Restricted Group is less than 1 percent of the value of current liabilities before distribution of such Benefits; or


  

	 	(C)	the value of the Benefits for an Employee in the Restricted Group does not exceed the small benefit amount described in Section 10.7(c). 


  

					
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	 	(c)	Definitions 

  

	 	(i)	The “Restricted Group” consists of the 25 highest-paid current and former Highly Compensated Employees or all current and former Highly Compensated
Employees if less than 25. 

  

	 	(ii)	“Benefit” means loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any periodic income, any withdrawal values payable to a living
Employee or former Employee, and any non-insured death benefits. 

  

	 	(iii)	“Highly Compensated Employee” means, effective January 1, 1997, any Employee who: (1) was a 5 percent owner (as defined in Code
Section 416(i)(1)) of any Affiliated Companies, at any time during the Plan Year or the preceding Plan Year, or (2) for the preceding Plan Year had Compensation from the Employer in excess of $80,000 (as adjusted). The $80,000 amount is
adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. 


In determining whether an Employee is a Highly Compensated Employee for the Plan Year beginning January 1, 1997, the amendments
to Code Section 414(q) stated in the preceding paragraph is treated as having been in effect for the Plan Year beginning January 1, 1996. 
  

	 	(iv)	“Former Highly Compensated Employee” means any Employee who terminated service (or was deemed to have terminated service) prior to the Plan Year, performs no
service for the Employer during the current Plan Year, and was a Highly Compensated Employee for either the year of termination or any Plan Year ending on or after the Employee attains age 55. 


 

	 	(d)	Limitations Not Effective 


The limitations contained in this section shall not restrict the annual amount paid to a Participant in the Restricted Group provided the
Participant agrees to repay an amount necessary for the distribution of assets upon Plan termination to satisfy Code Section 401(a)(4). Such Participant must agree to repay amounts paid to him or her to the extent they exceed the amount he or
she would have received if the restrictions under this section had been applied. The agreement to repay must be secured by deposit in escrow of property having a market value of 125 percent of the amount subject to repayment. If the value of
the property falls below 110 percent of the repayment amount, the Participant must deposit additional property to again 

  

					
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satisfy the 125 percent requirement. Alternatively, the agreement to repay may be secured or collateralized by posting a bond or letter of credit equal to at least 100 percent of the
repayment amount. Such bond must be furnished by an insurance company or bonding company or other surety approved by the U.S. Department of Treasury as an acceptable surety for federal bonds. 

Any such repayment agreement shall be terminated and any property in escrow shall be returned and any bond or letter of credit may be
canceled in the event one of the three conditions set forth in Section 8.1(b) is satisfied or the Plan terminates and benefits received by the Participant are nondiscriminatory in accordance with Code Section 401(a)(4). 

 

	 	(e)	Regulatory Authority 


This section is intended to comply with Section §1.401(a)(4)-5(b) of the Treasury regulations, and shall be superseded to the
extent any provision of such regulation conflicts with the limitations stated herein. 
  

	8.2	Maximum Annual Benefit Payable Under the Plan 

 For purposes of this Section 8.2, the Employer and any Affiliated Companies shall be considered a single employer, to the extent required by the Code. Benefit increases resulting from the increase in
the limitations of Code Section 415(b) which are effective January 1, 2002, shall be provided to all Employees participating in the Plan who have one Hour of Service on or after January 1, 2002. 

 

	 	(a)	Primary Rule 


Notwithstanding any other Plan provision to the contrary, the annual Employer provided benefit payable to or on behalf of a Participant
under the Plan (after any adjustments required under the Plan to reflect commencement of benefits other than at Normal Retirement Date, an optional form of payment or death benefit coverage) shall not exceed the lesser of: 

 

	 	(i)	the “Dollar Limitation” which means the greater of (A) the Participant’s current Accrued Benefit on December 31, 1982, under the Burlington
Northern Inc. Pension Plan, or (B) $160,000, as adjusted in such manner as the Secretary shall prescribe, effective January 1 of each year, under Section 8.2(b) of the Plan and Code Section 415(d), and payable in the form of a
straight life annuity; the Dollar Limitation as adjusted under Code Section 415(d) will apply to each calendar year for which the adjustment applies; or 


  

					
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	 	(ii)	the “Compensation Limitation” which means the Participant’s average annual Compensation from the Employer for the consecutive calendar years (not in
excess of three such years) during which he or she was an active Participant in the Plan (for years prior to January 1, 2006) and for which such average is highest. 


The Dollar Limitation and Compensation Limitation shall each be adjusted if the Participant commences benefits before age 62 or after age
65 or if the Participant has less than ten years of participation or ten years of employment, pursuant to Sections 8.2(c) and 8.2(f)). 
  

	 	(b)	Cost-of-Living Adjustment 


The Dollar Limitation prescribed above shall be automatically adjusted for cost-of-living increases, to the maximum permissible
dollar limitation determined by the Commissioner of the Internal Revenue Service. Notwithstanding Section 4.6, the dollar amount applicable in computing the benefit payable to any Participant shall be the dollar amount in effect for the
calendar year in which the benefit commences. 
  

	 	(c)	Adjustment for Early or Late Retirement 

  

	 	(i)	Retirement Before Age 62  


If the benefit of a Participant begins prior to age 62, the Dollar Limitation under Section 8.2(a)(i) applicable to the Participant
at such earlier age is an annual benefit payable in the form of a straight life annuity beginning at the earlier age that is the Actuarial Equivalent of the Dollar Limitation applicable to the Participant at age 62. The Dollar Limitation applicable
at an age prior to age 62 is determined as the lesser of (A) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using the interest rate and mortality table (or other tabular factor) used to determine the Participant’s
Vested Termination Benefit pursuant to Section 4.4 and (B) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using a 5 percent interest rate in lieu of the interest rate specified in Section 1.3, and the
applicable mortality table as defined in Section 1.3. Any decrease in the Dollar Limitation determined in accordance with this subparagraph 8.2(c)(i) shall not reflect a mortality decrement if benefits are not forfeited upon the death of the
Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account. 

  

					
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	 	(ii)	Retirement After Age 65 


If the benefit of a Participant begins after the Participant attains age 65, the Dollar Limitation applicable to the Participant at the
later age is the annual benefit payable in the form of a straight life annuity beginning at the later age that is Actuarially Equivalent to the Dollar Limitation applicable to the Participant at age 65. The Actuarial Equivalent of the Dollar
Limitation applicable at an age after age 65 is determined as (A) the lesser of the Actuarial Equivalent (at such age) of the Dollar Limitation computed using the interest rate and mortality table (or other tabular factor) used to determine the
Participant’s Deferred Retirement Benefit pursuant to Section 4.4 and (B) the Actuarial Equivalent (at such age) of the Dollar Limitation computed using a 5 percent interest rate assumption in lieu of the interest rate specified in
Section 1.3(a), and the applicable mortality table as defined in Section 1.3(a). For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored. 

 

	 	(d)	Annual Benefit 


Notwithstanding the foregoing, if the annual benefit, excluding ancillary benefits, to be paid to a Participant under the Plan is not in
the form of a Single Life Annuity or in the statutory 50 percent joint and survivor annuity option, the benefit considered to be payable to a Participant under the Plan for purposes of Section 8.2 shall be Actuarially adjusted to the
extent required under Code Section 415(b)(2). 
  

	 	(e)	Actuarial Adjustment  


Any Actuarial adjustments under Section 8.2(d) shall be as follows: 

 

	 	(i)	For Plan Years Beginning Before January 1, 1995 

 For Plan Years beginning before January 1, 1995, the Actuarial adjustment shall be computed using the interest rate specified in the Plan for adjusting benefits in the same form of payment or 5
percent, whichever results in a greater benefit. 
  

	 	(ii)	For Plan Years Beginning On or After January 1, 1995 

 Except as provided below in Subsection (iii), for Plan Years beginning on or after January 1, 1995, the Actuarial adjustment shall be computed using the interest rate and mortality table specified in
the Plan for adjusting benefits in the same form, or 5 percent and the mortality table set forth in Section 1.3(a) for Plan 

  

					
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Years commencing prior to January 1, 1999 and Section 1.3(c) for Plan Years commencing on or after January 1, 1999, whichever results in a greater benefit. 

 

	 	(iii)	For Payment Forms Other Than Nondecreasing Annuity 

 For Plan Years beginning on or after January 1, 1995, in determining the actuarially equivalent straight life annuity for a benefit form other than a nondecreasing annuity payable for a period
of not less than the Participant’s life (or the surviving spouse’s life in the case of a qualified preretirement survivor death benefit), or decreases during the Participant’s life as a result of the death of a joint annuitant (if the
reduction is not below 50 percent of the benefit payable before the joint annuitant’s death) or as a result of the cessation or reduction of Social Security supplements or qualified disability payments, the interest rate will be the interest
rate set forth in Section 1.3(b) for Plan Years that commence prior to January 1, 1999, and Section 1.3(c) for Plan Years that commence on or after January 1, 1999; provided that the following special interest rate shall apply
for the benefits described. For benefits with a Pension Starting Date in 2004 or 2005, for purposes of adjusting any benefit payable in a form that is subject to the minimum present value requirements of Code Section 417(e)(3), the interest
rate assumption shall be 5.5 percent, if greater than the rate described in Section 1.3(c). 
  

	 	(f)	Special Provisions Regarding Participants With Fewer Than Ten Years of Participation or Service 


In the case of any Participant who participated in the Plan for fewer than ten years, the maximum dollar benefit otherwise applicable
under Section 8.2(a)(i) shall be multiplied by a fraction whose numerator is the Participant’s years of participation in the Plan (including fractions thereof, but not less than one) and whose denominator is 10. 

In the case of any Participant who was employed by the Employer for fewer than 10 years, the maximum benefit otherwise applicable under
Section 8.2(a)(ii), shall be multiplied by a fraction whose numerator is the Participant’s years of employment with the Employer (including fractions thereof, but not less than one) and whose denominator is 10. 

  

					
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	 	(g)	Transition Rule 

  

	 	(i)	Tax Reform Act of 1986 


The limitations of Section 8.2 shall not reduce a Participant’s annual benefit to less than his or her Accrued Benefit as of
December 31, 1986, disregarding any change in the terms of the Plan and any cost-of-living adjustments after May 5, 1986. 
  

	 	(ii)	Retirement Protection Act of 1994 (“RPA ‘94”) 

 The limitations of Section 8.2(a)(ii)1 shall not reduce a Participant’s annual benefit to less than his or her “RPA ‘94 old law benefit.” A Participant’s “RPA ‘94
old law benefit” is the Participant’s Accrued Benefit as of December 31, 1998. In determining the amount of Participant’s RPA ‘94 old law benefit, the following shall be disregarded: 

 

	 	(A)	any Plan amendment increasing benefits adopted after January 1, 1999; and 


 

	 	(B)	any cost of living adjustments that become effective after such date. 

  

	 	(h)	Aggregation With Other Defined Benefit Plans 

 If a Participant also participates in any other defined benefit pension plan maintained by the Employer, the provisions of Section 8.2 shall be applied on an aggregate basis to the benefits payable
under this Plan and each such other plan. Any reduction in the aggregate benefits payable under this Plan and any such other plan due to the application of this section shall be made on a pro rata basis. 

 

	 	(i)	Effect of Repeal of Code Section 415(e) 

 Effective as of January 1, 2000, and notwithstanding any other provision of the Plan, for any Participant whose employment with all Affiliated Companies last terminated prior to such date and
who has not yet commenced benefits, his or her Accrued Benefit (including any death benefit based on such Accrued Benefit) shall be determined by applying the terms of the Plan implementing the limitations of Code Section 415 as if the
limitations of such Section 415 continued to include the limitations of Code Section 415(e) as in effect on December 31, 1999. For this purpose, the defined contribution fraction is set equal to the defined contribution fraction
as of December 31, 1999. 

  

					
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 ARTICLE IX 
 TOP HEAVY PROVISIONS 
  

	9.1	Scope 

 Notwithstanding
any Plan provision to the contrary, for any Plan Year in which the Plan is Top Heavy within the meaning of Code Section 416(g), the provisions of this Article IX shall govern to the extent they conflict with or specify additional
requirements to the Plan provisions governing Plan Years which are not Top Heavy. 
  

	9.2	Top Heavy Status 

  

	 	(a)	Top Heavy 

 This Plan
shall be “Top Heavy” if, as of the Determination Date, (1) the sum of the Aggregate Accounts of Key Employees, or (2) the Present Value of Accrued Benefits of Key Employees under this Plan and any plan of an Aggregation Group,
exceeds 60 percent of the Aggregate Accounts or the Present Value of Accrued Benefits of all Participants under this Plan and any plan of an Aggregation Group. 
 The Present Value of Accrued Benefits and/or Aggregate Account balance of a Participant who was previously a Key Employee but is no longer a Key Employee (or his or her Beneficiary), shall not be taken
into account for purposes of determining Top Heavy status. Further, a Participant’s Present Value of Accrued Benefits and/or Aggregate Account balance shall not be taken into account if he or she has not performed services for the Affiliated
Companies during the one-year period ending on the Determination Date. 
  

	 	(b)	Super Top Heavy 

 This
Plan shall be “Super Top Heavy” if, as of the Determination Date, (1) the sum of the Aggregate Accounts of Key Employees, or (2) the Present Value of Accrued Benefits of Key Employees under this Plan and any plan of an
Aggregation Group, exceeds 90 percent of the Aggregate Accounts or the Present Value of Accrued Benefits of all Participants under this Plan and any plan of an Aggregation Group. 

 

	 	(c)	Determination Date 


Whether the Plan is Top Heavy for any Plan Year shall be determined as of the Determination Date. “Determination Date” means
(a) the last day 

  

					
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of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year. 
  

	 	(d)	Valuation Date 


“Valuation Date” means, for purposes of determining Top Heaviness, the Determination Date. 

 

	 	(e)	Aggregate Account 


“Aggregate Account” means, with respect to a Participant, his or her adjusted account balance in a defined contribution plan, as
determined under the top heavy provisions of such plan. 
  

	 	(f)	Present Value of Accrued Benefits 

 “Present Value of Accrued Benefits” means the sum of: 
  

	 	(i)	the Actuarial Equivalent present value of the Accrued Benefit under the Plan as of the Valuation Date, and 


 

	 	(ii)	distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the one-year period ending
on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period.” 


An unrelated rollover or transfer is one which is both initiated by the Employee and made between plans of different employers. A related
rollover or transfer is one which is either not initiated by the Employee or made between plans of the same employer. 
  

	 	(g)	Key Employee 

 “Key
Employee” means any Employee or former Employee (including any deceased Employee and his or her Beneficiaries) who at any time during the Plan Year containing the Determination Date is included in one of the following categories as within the
meaning of Code Section 416(i)(1), applicable regulations and other applicable guidance issued thereunder: 

  

					
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	 	(i)	an officer of the Employer whose annual aggregate Compensation from the Affiliated Companies exceeds $130,000 (as adjusted under Code Section 416(i)(1) for Plan
Years beginning after December 31, 2002, provided that no more than 50 Employees shall be considered officers, or if less, the greater of 10 percent of the Employees or three; 


 

	 	(ii)	an Employee who owns more than 5 percent of the Employer, or 

  

	 	(iii)	an Employee who owns more than 1 percent of the Employer with annual aggregate Compensation from the Affiliated Companies that exceeds $150,000.


 For this purpose, annual Compensation means Compensation within the meaning of Code Section 415(c)(3) as
defined in Section 1.11. 
  

	 	(h)	Aggregation Group 


“Aggregation Group” means the group of plans that must be considered as a single plan for purposes of determining whether the
plans within the group are Top Heavy (Required Aggregation Group), or the group of plans that may be aggregated for purposes of Top Heavy testing (Permissive Aggregation Group). The Determination Date for each plan must fall within the same calendar
year in order to aggregate the plans. 
  

	 	(i)	The Required Aggregation Group includes each plan of the Affiliated Companies in which a Key Employee is a participant in the Plan Year containing the Determination
Date or any of the four (4) preceding Plan Years, and each other plan of the Affiliated Companies which, during this period, enables any plan in which a Key Employee participates to meet the minimum participation standards or non-discriminatory
contribution requirements of Code Sections 401(a)(4) and 410. 

  

	 	(ii)	A Permissive Aggregation Group may include any plan sponsored by an Affiliated Company provided the group as a whole continues to satisfy the minimum participation
standards and non-discriminatory contribution requirements of Code Section 401(a)(4) or 410. 

 Each plan
belonging to a Required Aggregation Group shall be deemed Top Heavy, or non-Top Heavy in accordance with the group’s status. In a Permissive Aggregation Group that is determined Top Heavy only those plans that are required to be aggregated
shall be Top Heavy. In a Permissive Aggregation Group that is not Top Heavy, no plan in the group shall be Top Heavy. 

  

					
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	9.3	Minimum Top Heavy Benefit 

  

	 	(a)	General Rule 

 For any Top
Heavy Plan Year, a non-Key Employee who completes a Year of Service shall have an Accrued Benefit at least equal to the minimum benefit described herein. The minimum Accrued Benefit at any point in time equals the lesser of: 

 

	 	(i)	2 percent multiplied by Top Heavy Years of Service, or 

  

	 	(ii)	20 percent, 

 multiplied by such
Participant’s “Average Compensation.” “Average Compensation” means a Participant’s average Compensation for the five consecutive years when such Participant had the highest aggregate Compensation from the Employer.
However, Compensation received for non-Top Heavy Plan Years shall be disregarded. The benefit described herein is expressed as an annual benefit in the form of a Single Life Annuity (with no ancillary benefits), commencing at normal retirement age.

 For purposes of satisfying the minimum benefit requirements of Code Section 416(c)(1) and the Plan, in determining Years
of Service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Code Section 410(b)) no Key Employee or former Key
Employee. 
 A non-Key Employee shall not be denied this minimum benefit because he or she was not employed on a specified date,
failed to make any mandatory employee contributions, or failed to earn a specified amount of Compensation. 
  

	 	(b)	Special Two Plan Rule 


Where this Plan and a defined contribution plan belong to an Aggregation Group that is determined Top Heavy, the minimum benefit required
under (a) above for any non-Key Participant who also participates in the defined contribution plan shall be reduced by the minimum contribution and forfeiture allocated to the non-Key Participant’s accounts pursuant to the defined
contribution plan’s top heavy provisions. Such offset shall be in accordance with the safe harbor rules of Section 1.416-1(M-12) of the Treasury regulations. 

  

					
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	9.4	Vesting 

  

	 	(a)	Top Heavy Schedule 

 For
any Top Heavy Plan Year, each Participant who completes an Hour of Service in such Year shall become vested and have a nonforfeitable right to Retirement Benefits he or she has earned under the Plan in accordance with the following table:

  

					
	 Years of Service
	  	 Vesting Percentage
	 
		
	 Less than 2
	  	 	0	% 
	 2
	  	 	20	% 
	 3
	  	 	40	% 
	 4
	  	 	60	% 
	 5 or More
	  	 	100	% 

 Provided, however, that a
Participant’s vesting percentage shall not be less than the percentage determined under the table in Section 7.1. 
  

	 	(b)	Return to Non-Top Heavy Status 

 If the Plan becomes Top Heavy and ceases to be Top Heavy in any subsequent Plan Year, the vesting schedule shall automatically revert to the vesting schedule in effect before the Plan became Top Heavy.
Such reversion shall be treated as a Plan amendment pursuant to the terms of the Plan, and shall not cause a reduction of any Participant’s nonforfeitable interest in the Plan on the date of such amendment. 

A Participant with three or more Years of Service as of the end of the election period, may elect to remain covered by the Top Heavy
vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end 60 days after the latest of: 
  

	 	(i)	the adoption date of the amendment, 

  

	 	(ii)	the effective date of the amendment, or 

  

	 	(iii)	the date the Participant receive written notice of the amendment from the Pension Committee. 


  

					
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 ARTICLE X 
 ADMINISTRATION OF THE PLAN 
  

	10.1	Plan Administrator 

 The
Pension Committee and Trustee shall have only those specific powers, duties, responsibilities and obligations provided to each under the Plan or the Trust, including as follows: 

 

	 	(a)	The Pension Committee shall be the Plan Administrator and shall have sole authority and responsibility for the administration of the Plan as specified in the Plan and
the Trust, and under the terms of ERISA, including the discretionary authority to interpret the provisions of the Plan and the facts and circumstances of claims for benefits. 


 

	 	(b)	The Pension Committee shall have the sole authority to appoint and remove the Trustee and the Investment Manager. 


 

	 	(c)	The Trustee shall have the responsibility for administration of the Trust and management of the assets held under the Trust as provided therein.


 The Pension Committee and Trustee may each rely upon any such information or direction from, or action of, each
other as being proper under the Plan and the Trust, and each of them is not required to inquire into the propriety of any such information, direction or action. Neither the Pension Committee nor the Trustee guarantees the Trust Fund in any manner
against investment loss or depreciation in asset value. 
  

	10.2	The Pension Committee 

  

	 	(a)	General 

 The Chief
Executive Officer of Plum Creek Timber Company, Inc. shall appoint a committee consisting of three or more members, who are Employees, which shall be known as the “Pension Committee.” The Pension Committee shall be responsible for the
administration of the Plan, in accordance with its terms and ERISA, except for duties and responsibilities specifically vested in the Trustee and duties and responsibilities specifically vested in the Investment Manager. The Chief Executive Officer
of Plum Creek Timber Company, Inc. shall have the right at any time, with or without cause, to remove any member or members of the Pension Committee by providing a written notice of removal to each Pension Committee member who is removed. A member
of the Pension Committee may resign, effective upon delivery of a written 

  

					
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resignation to the Chief Executive Officer of Plum Creek Timber Company, Inc. A member of the Pension Committee shall automatically be removed from the Pension Committee effective on the date he
or she is no longer an Employee. 
 Upon the resignation, removal or failure or inability for any reason of any member of the
Pension Committee to act hereunder, the Chief Executive Officer of Plum Creek Timber Company, Inc. shall appoint a successor member if the failure to do so would cause the Pension Committee to consist of less than three (3) members. All
successor members of the Pension Committee shall have all the rights, privileges and duties of their predecessors, but shall not be held accountable for the acts of their predecessors. 

To the extent required by ERISA, the Chief Executive Officer of Plum Creek Timber Company, Inc. shall be responsible for periodically
monitoring the performance of the Pension Committee. The Chief Executive Officer shall not participate in any Pension Committee deliberations or decisions concerning the administration of the Plan and shall not direct or veto any Pension Committee
actions with respect to the Plan, and shall not be responsible for any Plan administration, other than the appointment, monitoring and removal of Pension Committee members. 

 

	 	(b)	Notice to Trustee of Committee Members 

 Promptly after the appointment of the original members, and any successor member of the Pension Committee, the Pension Committee shall notify the Trustee, in writing, as to the names of the persons
appointed as members or successor members of the Pension Committee. 
  

	 	(c)	Procedures 

 The Pension
Committee may act at a meeting, or by writing without a meeting, by a vote or written assent of a majority of its members. The Pension Committee shall elect a chairman and a secretary. The secretary may, but need not be, a member of the Pension
Committee. Any member of the Pension Committee may sign any report required by law or other filing (including required and voluntary filings of any type) sent to any governmental agency, on behalf of all members of the Pension Committee. The Senior
Vice President, General Counsel and Corporate Secretary of Plum Creek Timber Company, Inc. shall be the Plan’s agent for service of legal process, and shall forward all necessary communication to the Trustee. 

The Pension Committee shall keep a record of all of its proceedings and shall keep or cause to be kept all books of account, records and
other data 

  

					
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as may be necessary or advisable in its judgment for the administration of the Plan, including records relating to each Participant’s service accrued benefits, notifications to Participants
and annual reports to the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation. 
 The
Pension Committee may adopt such additional rules and procedures as it deems desirable for the conduct of its affairs and the administration of the Plan, provided that any such rules and procedures shall be consistent with the provisions of the Plan
and ERISA. 
  

	 	(d)	Decisions Affecting a Member 

 Each member of the Pension Committee shall be an employee of one of the Employers or Plum Creek Timber Company, Inc. Such status shall not disqualify the Committee member from taking any action hereunder
or render him or her accountable for any distribution or other material advantage received by him or her under the Plan, provided that no member of the Pension Committee who is a Participant shall take part in any action of the Pension Committee or
any matter involving solely his or her rights under the Plan. 
  

	 	(e)	Allocation and Delegation of Responsibilities 

 The members of the Pension Committee may allocate their responsibilities among themselves and may designate any person (including without limitation an Employee), partnership or corporation, to carry out
any of its responsibilities under the Plan or the Trust. Any such allocation or designation shall be reduced to writing and such writing shall be kept with the records of the Plan. 

The Pension Committee may appoint such counsel (who may be counsel for any Employer), specialists, and other persons as it deems necessary
or desirable in connection with the administration of this Plan. 
  

	 	(f)	Plan Interpretation and Records 

 The Pension Committee shall have the duty and authority to interpret and construe the Plan in regard to all questions of eligibility, the status and rights of Participants and Beneficiaries under the
Plan, and the manner, time and amount of payment of any distributions under the Plan. Each Employer shall, from time to time, upon request of the Pension Committee, furnish to the Pension Committee and certify thereto as correct such data and
information as the Pension Committee shall require in the performance of its duties. 

  

					
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	 	(g)	Exclusive Benefit 

 The
members of the Pension Committee, and each of them, shall discharge their duties with respect to the Plan (i) solely in the interest of the Participants and their Beneficiaries, and (ii) for the exclusive purposes of providing benefits to
Participants and their Beneficiaries and of defraying reasonable expenses of administering the Plan. 
  

	 	(h)	No Compensation 

 A member
of the Pension Committee shall not receive any compensation or fee for his or her services on the Pension Committee, but may be reimbursed for reasonable and necessary expenditures incurred in the discharge of duties as a Pension Committee member.

  

	 	(i)	Reliance on Information 


The Pension Committee members shall be entitled to rely on all tables, valuations, certificates and reports made by consultants,
accountants and any other advisors employed by the Plan, and shall be entitled to rely upon all opinions given by legal counsel employed by the Plan. The members of the Pension Committee shall be fully protected in respect of any action taken or
suffered by them in good faith in reliance upon any such consultant, accountant, advisor or counsel, and all action so taken or suffered shall be conclusive upon all Participants and Beneficiaries under the Plan. 

 

	10.3	Expenses 

 All costs and
expenses incurred in administering the Plan and the Trust Fund, including without limitation the expenses of the Pension Committee, the fees of the actuary, the fees of counsel and any agents for the Pension Committee, the fees and expenses of the
Trustee, the fees of counsel for the Trustee and other administrative expenses shall be paid by the Trustee from the Trust Fund to the extent such expenses are not paid by the Employers. The Pension Committee, in its sole discretion, shall determine
the portion of an expense, if any, which may be paid by the Trustee from the Trust Fund. The Pension Committee shall direct the Trustee to pay all such expenses that are not paid by the Employer. 

 

	10.4	Bonding and Insurance 

 To
the extent required by law, every Pension Committee member, every fiduciary of the Plan and every person handling Plan funds shall be bonded. The Pension Committee shall take such steps as are necessary to assure compliance with applicable bonding
requirements. The Pension Committee may apply for and obtain fiduciary liability insurance insuring the Plan against damages by reason of 

  

					
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breach of fiduciary responsibility at the Plan’s expense and insuring each fiduciary against liability to the extent permissible by law at the Employer’s expense. 

 

	10.5	Commencement of Benefits 

  

	 	(a)	Conditions of Payment 


Benefit payments under the Plan shall not be payable prior to the fulfillment of the following conditions: 

 

	 	(i)	the Pension Committee has been furnished with such applications, proofs of birth or death, address, form of benefit election, spouse consent if required and other
information the Pension Committee deems necessary; 

  

	 	(ii)	the Participant has terminated employment with the Employer, reached his or her Required Beginning Date or died; and 


 

	 	(iii)	the Participant or Beneficiary is eligible to receive benefits under the Plan as determined by the Pension Committee. 


The Pension Committee may rely upon all such information so furnished it, including the Participant’s current mailing address.

 If the information required in this section is not available prior to such date, the amount of payment will not be
ascertainable. In such event, the commencement of payment shall be delayed until no more than 60 days after the date the amount of such payment is ascertainable. 
 The Pension Committee shall direct the Trustee to make all payments under the Plan. 
  

	 	(b)	Commencement of Payment 


Unless a Participant elects otherwise, the payment of benefits shall commence no later than sixty days after the end of the Plan Year in
which the latest of the following occurs: 
  

	 	(i)	the date the Participant reaches age 65; or 

  

	 	(ii)	the Participant terminates employment with the Employer; 

 provided that payments shall not commence later than the Participant’s Required Beginning Date. Notwithstanding any Plan provision to the 

  

					
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contrary, all distributions shall be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9). 

In no event shall payments commence prior to the Participant’s Normal Retirement Date if the Participant’s Accrued Benefit
exceeds the amount which may be automatically cashed-out in a Lump Sum pursuant to Section 10.7(c), without the written consent of the Participant and the spouse. Spouse consent must acknowledge the effect of such election and be notarized or
witnessed by a Plan representative. 
  

	 	(c)	Required Beginning Date 

  

	 	(i)	On or After January 1, 2001 

 Notwithstanding the above, the Required Beginning Date for a Participant who attains
70 1/2 on or after January 1, 2001 (other than
a 5 percent owner of the Employer), is April 1 of the year following the year in which the Participant retires or attains age
70 1/2, whichever is later. The Required Beginning
Date for a Participant who is at least a 5 percent owner of the Employer during the Plan Year in which the Participant attains age
70 1/2 is April 1 following the calendar year
in which the Participant attains age 70 1/2. The
amount of any payments required following the Required Beginning Date for such a Participant shall be actuarially adjusted in accordance with Code Section 401(a)(9)(C) to reflect the period after April of the year following the year in which
the Participant attained age 70 1/2 in which the
Participant was not receiving benefits under the Plan; provided this actuarial increase is generally the same as, and not in addition to, the actuarial increase required for that same period under Code Section 411 and Section 4.3 to
reflect the delay in payments after Normal Retirement Date. 
  

	 	(ii)	January 1, 1988 through December 31, 2000 


Notwithstanding the above, the Required Beginning Date for a Participant who attained age 70 1/2 on or after January 1, 1988, and before
January 1, 2001, is the April 1 following the calendar year in which the Participant reaches age 70 1/2. The amount of any payments required following the Required Beginning Date shall at least satisfy the minimum required distribution amount under Code Section 401(a)(9)(A)(ii)
and related regulations as in effect on December 31, 1996. In addition, notwithstanding any Plan provision to the contrary, all distributions, including distributions to Beneficiaries, will be made in accordance with Code Section 401(a)(9)
and the regulations under Code 

  

					
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Section 401(a)(9), including Section 1.401(a)(9)-2 of the proposed Treasury regulations. 
  

	 	(iii)	Prior to January 1, 1988 

 Notwithstanding the above, if the Participant attained age
70 1/2 prior to January 1, 1988, and was not a
5 percent owner at any time after age 66 1/2, the
Participant’s Required Beginning Date is April 1 of the year following the year in which the Participant retires or attains age 70 1/2, whichever is later. 
  

	10.6	Appeal Procedure 

 Claims
for benefits shall be administered in accordance with the procedures set forth in this Section and any additional written procedures that may be adopted from time to time by the Pension Committee. 

 

	 	(a)	Submission of Claim 

 A
claim for benefit payment shall be considered filed when a written request is submitted to a Claims Administrator in the corporate human resources office. The Claims Administrator shall respond to a claim in writing or electronically. An authorized
representative may act on behalf of a Participant or Beneficiary (hereinafter “Claimant”) who claims benefits. 
 The
Pension Committee shall designate one or more persons on the Company’s human resource staff as Claims Administrator(s) and authorize such individuals to make claims determinations. 

 

	 	(b)	Notice of Denial 

 Any
time a claim for benefits is wholly or partially denied, the Claimant shall be given written or electronic notice of such action within 90 days after the claim is filed, unless special circumstances require an extension of time for processing. If
there is an extension, the Claimant shall be notified of the extension and the reason for the extension within the initial 90-day period. The extension shall not exceed 180 days after the claim is filed. 

Such notice will indicate i) the reason for denial, ii) the specific provisions of the Plan on which the denial is based, iii) an
explanation of the claims appeal procedure including the time limits applicable to the procedure and a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) and iv) a description of any additional material or


  

					
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information necessary to perfect the claim and an explanation of why such material or information is necessary. 
  

	 	(c)	Right to Request Review 


Any person who has had a claim for benefits denied by the Claims Administrator, who disputes the benefit determination, or is otherwise
adversely affected by action of the Claims Administrator, shall have the right to request review by the Pension Committee. The Pension Committee shall provide a full and fair review that takes into account all comments, documents, records, and other
information submitted relating to the claim, without regard to whether the information was previously submitted or considered in the initial benefit determination. Such request must be in writing, and must be made within 60 days after such person is
advised of the Claims Administration’s action. If written request for review is not made within such 60-day period, the Claimant shall forfeit his or her right to review. The Claimant shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. The Claimant may submit written comments, documents, records and other information relating to the claim. 

 

	 	(d)	Review of Claim 

 The
Pension Committee shall then review the claim. The Pension Committee may hold a hearing if it is deemed necessary and shall issue a written decision reaffirming, modifying or setting aside the initial determination by the Claims Administrator within
a reasonable time and not later than 60 days after receipt of the written request for review, or 120 days if special circumstances, such as a hearing, require an extension. If an extension is required, the Claimant shall be notified in writing or
electronically within the initial 60-day period of the extension, the special circumstances requiring the extension and the date by which the Plan expects to render a determination. The Pension Committee may authorize one or more members of the
Pension Committee to act on behalf of the full Pension Committee to review and decide claims. 
 A copy of the decision shall be
furnished to the Claimant. The decision shall set forth the specific reasons for the decision and specific Plan provisions on which it is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information relevant to the claim, and a statement of the 

  

					
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Claimant’s right to bring a civil action under ERISA Section 502(a). The decision shall be final and binding upon the Claimant and all other persons involved. 

 

	10.7	Plan Administration - Miscellaneous 

  

	 	(a)	Limitations on Assignments 


Benefits under the Plan may not be assigned, sold, transferred, or encumbered, in whole or in part, either directly or by operation of law
or otherwise, and any attempt to do so shall be void. Notwithstanding the foregoing, a benefit may be rolled over pursuant to Section 5.5. The interest of a Participant in benefits under the Plan shall not be subject to debts or liabilities of
any kind and shall not be subject to attachment, garnishment or other legal process, except as provided in Section 10.8 relating to Domestic Relations Orders, or otherwise permitted by law. 

 

	 	(b)	Masculine and Feminine, Singular and Plural 

 Whenever used herein, words in one gender shall include the opposite gender, the singular shall include the plural and the plural shall include the singular whenever the context shall plainly so require.

  

	 	(c)	Small Benefits 


Notwithstanding any election to commence benefits or lack thereof, in cases where the Lump Sum benefit determined pursuant to
Section 5.1(c)) payable to a Participant or Beneficiary is less than or equal to $1,000 at the time of distribution, the Pension Committee shall direct the Trustee to distribute such Lump Sum benefit to the Participant or Beneficiary. The
Trustee shall make any Lump Sum distributions of such small benefits at least once each Plan Year for Participants for whom such benefits are payable and who have terminated employment during that Plan Year. Each Participant or Beneficiary who will
receive a distribution pursuant to this Section shall receive a directed rollover notice pursuant to Section 5.5(b). If no rollover election is made, the distribution shall be made to the Participant or Beneficiary and it shall be subject to
applicable income tax withholding. 
  

	 	(d)	No Additional Rights 

 No
person shall have any rights in or to the Trust, or any part thereof, or under the Plan, except as, and only to the extent, expressly provided for in the Plan. Neither the establishment of the Plan, the granting of a Retirement Benefit nor any
action of the Employer or the Pension Committee shall be held or construed to confer upon any person any right 

  

					
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to be continued as an employee, or, upon dismissal, any right or interest in the Trust other than as herein provided. The Employer expressly reserves the right to discharge any employee at any
time. 
  

	 	(e)	Governing Law 

 This Plan
shall be construed in accordance with applicable federal law and the laws of the State of Washington, wherein venue shall lie for any dispute arising hereunder. 
  

	 	(f)	Disclosure to Participants 


Each Participant shall be advised of the general provisions of the Plan and, upon written request addressed to the Pension Committee,
shall be furnished any information requested regarding the Participant’s status, rights and privileges under the Plan as may be required by law. 
 The Plan shall either: (i) provide a pension benefit statement (A) once every three years to each vested Participant who is an Employee at the time the statement is provided, and (B) to any
Participant or Beneficiary upon written request to the Pension Committee; or (ii) provide a notice once each Plan Year to each Participant that the Participant may request a benefit statement by written request to the Pension Committee.

  

	 	(g)	Income Tax Withholding Requirements 

 Any retirement benefit payment made under the Plan shall be subject to any applicable income tax withholding requirements. For this purpose, the Pension Committee shall provide the Trustee with any
information the Trustee needs to satisfy such withholding obligations and with any other information that may be required under the Code. 
  

	 	(h)	Severability 

 If any
provision of this Plan shall be held illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan which shall be construed as if said illegal or invalid provision had never been included. 

 

	 	(i)	Facility of Payment 


Whenever, in the Pension Committee’s opinion, a person entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her affairs, the Pension Committee may direct the Trustee to make payments to such person or to his or her guardian or other legal representative, or in the absence of a


  

					
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guardian or legal representative, to a custodian for such person under a Uniform Gifts to Minors Act or to any relative of such person by blood or marriage, for such person’s benefit. Any
payment made in good faith pursuant to this provision shall fully discharge the Employer and the Plan of any liability to the extent of such payment. 
  

	 	(j)	Correction of Errors 

 Any
Employer contribution to the Trust made under a mistake of fact (or investment proceeds of such contribution if a lesser amount) shall be returned to the Employer within one year after payment of the contribution. 

In the event an incorrect amount is paid to a Participant or Beneficiary, any remaining payments may be adjusted to correct the error. The
Pension Committee may take such other action it deems necessary and equitable to correct any such error. 
  

	 	(k)	Military Leave 

 Effective
December 12, 1994, notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u). 

 

	 	(l)	Responsibility to Advise Pension Committee of Current Address 

  

	 	(i)	General 

 Each person
entitled to receive a payment under the Plan shall file with the Pension Committee in writing his or her complete mailing address and each change therein. A check or communication mailed to any person at the address on file with the Pension
Committee shall be deemed to have been received by such person for all purposes of the Plan, and no member of the Pension Committee, the Employers or the Trustee shall be obligated to search for or ascertain the location of any person. If the
Pension Committee doubts whether payments are being received by the person entitled thereto, it shall, by registered mail addressed to the person concerned at the last address known to the Pension Committee, notify such person that all future
Pension payments will be withheld until such person submits to the Pension Committee evidence that he or she is still living and the proper mailing address. 

  

					
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	 	(ii)	Distribution Required to Commence 

 In the event a distribution is required to commence: 
  

	 	(A)	to a Participant pursuant to Section 10.5(b), 10.5(c), 10.7(d), or 

  

	 	(B)	to a Beneficiary pursuant to Section 6.1, or Section 10.7(d), or following the death of a Participant who had commenced receiving benefits, and


 the Participant or Beneficiary (whichever applies) cannot be located after the Pension Committee has attempted
to contact the Participant or Beneficiary by using return receipt mail to the Participant or Beneficiary’s last known address, using a private locator service, or any other means as the Pension Committee deems appropriate (and if the
Participant or Beneficiary still cannot be located, using the Internal Revenue Service Letter Forwarding Program or Social Security Administration Employer Reporting Service), the Participant or Beneficiary’s benefit shall be forfeited as of
the date on which the distribution was required to commence. 
 If an affected Participant or Beneficiary later contacts the
Pension Committee and provides a proper mailing address, the Plan shall reinstate and pay the benefit to which the Participant or Beneficiary was entitled as of the date of the forfeiture. Such reinstated amount shall be subject to the benefit
limits set forth in Section 8.2 in the year in which the benefit was forfeited and not the year in which the benefit is actually distributed. The election of a form of payment (if any) shall be made in accordance with the terms of the Plan in
effect on the date of the forfeiture. Any payments that should have been made during the period from the date of the forfeiture through the date benefits actually commence shall be paid in a single lump-sum payment. 

 

	 	(m)	Notices to Participants and Beneficiaries 

 All notices, reports and statements given, made, delivered or transmitted to a Participant or Beneficiary shall be deemed to have been duly given, made or transmitted when mailed by first class mail with
postage prepaid and addressed to such Participant or Beneficiary at the address last appearing on the records of the Pension Committee. A Participant or Beneficiary may record any change of address from time to time by written notice filed with the
Pension Committee. 

  

					
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	 	(n)	Notices to Employers or Pension Committee 

 Written directions, notices and other communications from Participants or surviving spouses to the Employers or the Pension Committee shall be deemed to have been duly given, made or transmitted either
when delivered to such location as shall be specified upon the forms prescribed by the Pension Committee for the giving of such directions, notices and other communications or when mailed by first class mail with postage prepaid and addressed to the
addressee at the address specified on such forms. 
  

	10.8	Domestic Relations Orders 


Notwithstanding any Plan provisions to the contrary, benefits under the Plan may be paid to someone other than the Participant,
Beneficiary or joint annuitant, pursuant to a Qualified Domestic Relations Order, in accordance with Section 414(p) of the Code. A Qualified Domestic Relations Order is a judgment, decree, or order (“Order”) (including approval of a
property settlement agreement) that: 
  

	 	(a)	relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Participant;


  

	 	(b)	is made pursuant to a state domestic relations law (including a community property law); 


 

	 	(c)	creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits
payable to a Participant under the Plan; 

  

	 	(d)	specifies the name and last known address of the Participant and each alternate payee; 


 

	 	(e)	specifies the amount or method of determining the amount of benefit payable to an alternate payee; 


 

	 	(f)	specifies the number of payments or period during which payments are to be made; 


 

	 	(g)	names each plan to which the order applies; 

  

	 	(h)	does not require any form, type or amount of benefit not otherwise provided under the Plan; and 


  

					
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	 	(i)	does not conflict with a prior Domestic Relations Order that meets the requirements of this section. 


Payments to an alternate payee pursuant to a Qualified Domestic Relations Order may commence anytime on or after: 

 

	 	(j)	the Participant’s Vested Termination Date or Retirement Date, whichever applies, or 


 

	 	(k)	the date the Participant attains age 50, as if the Participant terminated on such date, regardless of whether the Participant continues working after that date.


 Payments to an alternate payee may be made in any of the payment options described in Article V, other than a
Joint and Survivor Annuity. 
 The Pension Committee shall determine whether an Order meets the requirements of this section
within a reasonable period after receiving an Order. The Pension Committee shall notify the Participant and any alternate payee that an Order has been received. Any amounts due the alternate payee under the Order which, in the absence of the Order,
would be paid to the Participant or Beneficiary, shall be held during the period while the Order’s qualified status is being determined, in a separate account under the Plan for any alternate payee pending determination that an order meets the
requirements of this section. If within 18 months after such a separate account is established, the Order has not been determined to be a Qualified Domestic Relations Order, the amount in the separate account shall be distributed to the individual
who would have been entitled to such amount if there had been no Order. 
  

	10.9	Plan Qualification 

 Any
modification or amendment of the Plan may be made retroactive, as necessary or appropriate, to establish and maintain a “qualified plan” pursuant to Code Section 401, and ERISA and regulations thereunder and the exempt status of the
Trust under Code Section 501. 
  

	10.10	Deductible Contribution 


Notwithstanding anything herein to the contrary, any contribution by the Employer to the Trust is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may within one year following a final determination of the disallowance, demand repayment of such disallowed contribution and the
Trustee shall return such contribution less any losses attributable thereto within one year following the disallowance. 

  

					
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	10.11	Rollovers 

 The Plan shall
not accept a transfer of assets on behalf of an Employee from another qualified plan, and shall not accept a rollover amount which was distributed from another qualified plan or conduit Individual Retirement Account (IRA). 

 

	10.12	Payment of Benefits Through Purchase of Annuity Contract 

 In lieu of paying benefits directly from the Trust to a Participant or a Beneficiary, the Trustee may purchase, with Trust assets, an individual annuity contract from an insurance company which, as far as
possible, provides benefits equal to (or Actuarially Equivalent to) those provided in the Plan for such Participant or Beneficiary, but provides no optional form of retirement income or benefit which would not be permitted under the Plan, whereupon
the liability of the Trust and of the Plan will cease and terminate with respect to such benefits that are so purchased and for which the premiums are duly paid. Such an individual annuity contract may be purchased by the Trustee on a single-premium
basis or on the basis of annual premiums payable over a period of years and may be purchased at any time on or after the Participant’s Vested Termination Date, Retirement Date or death to provide the benefits due under the Plan to the
Participant or a Beneficiary on or after the date of such purchase. 
 Any annuity contract distributed by the Trustee to a
Participant or Beneficiary under the provisions of the Plan shall bear on the face thereof the designation “NOT TRANSFERABLE”, and such contract shall contain a provision to the effect that the contract may not be sold, assigned,
discounted or pledged as collateral for a loan or as security for the performance of an obligation or for any other purpose to any person other than the issuer thereof. 

  

					
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 ARTICLE XI 
 PARTICIPATION BY OTHER EMPLOYERS 
  

	11.1	Adoption of Plan 

 With
the consent of the Company, any entity which is an Affiliated Company may become a participating Employer under the Plan by: 
  

	 	(a)	taking such action as shall be necessary to adopt the Plan (for example, adopting a board of directors resolution), 


 

	 	(b)	filing with the Pension Committee evidence of such action; and 

  

	 	(c)	executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to such entity.


 In the event an Affiliated Company wishes to modify the Plan terms with respect to its Employees, the Company
and the Affiliated Company shall execute an adoption agreement. The adoption agreement shall specify the terms under which each such entity shall participate in the Plan and, shall contain any modifications of the terms of this Plan as may be
desired by such entity and agreed to by the Company. Upon execution of an adoption agreement, such entity shall become an Employer and shall be known as a participating Employer. 

 

	11.2	Prior Service 

 Unless
otherwise specified in this Plan, periods of service credited under a retirement plan of an Employer, or service with an Employer which did not maintain a retirement plan, prior to the time such Employer becomes a participating Employer shall not be
considered in determining a Participant’s Years of Service and Credited Service. 
  

	11.3	Withdrawal from Participation 

 Any Employer may withdraw from participation in the Plan at any time by filing with the Pension Committee a duly certified copy of a resolution of its board of directors to that effect and giving notice
of its intended withdrawal to the Pension Committee, the other Employers and the Trustees prior to the effective date of withdrawal. 

  

					
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	11.4	Company As Agent For Employers 

 Each entity which shall become a participating Employer pursuant to Section 11.1 shall be deemed to have appointed the Company its agent to exercise on its behalf all of the powers and authorities
hereby conferred upon the Company by the terms of the Plan, including, but not by way of limitation, the power to amend and terminate the Plan. The authority of the Company to act as such agent shall continue until such Employer shall withdraw from
the Plan. 

  

					
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 ARTICLE XII 
 AMENDMENT AND TERMINATION 
  

	12.1	Amendment or Termination 


The Plan may at any time and from time to time be amended, modified or terminated, in whole or in part by or at the direction of the Board
of Directors of the Company for any reason and without consent of any person and without liability to any person for such amendment or termination. The following corporate officers are also authorized to amend any or all provisions of the Plan on
behalf of the Company without action of the Board of Directors of the Company, provided that at least two of the three officers approve the amendment: 
  

	 	•	 	 Senior Vice President and Chief Financial Officer of Plum Creek Timber Company, Inc. 



 

	 	•	 	 Vice President, Human Resources of Plum Creek Timber Company, Inc. 



 

	 	•	 	 Senior Vice President, General Counsel and Corporate Secretary of Plum Creek Timber Company, Inc. 



Notwithstanding any Plan provision to the contrary, the Senior Vice President and Chief Financial Officer of Plum Creek Timber Company,
Inc. is authorized individually to approve any Plan amendment that he or she determines with sole discretion is necessary or appropriate to facilitate administration of the Plan. 

Any amendment or termination shall be made in writing and is subject to any advance notice or other requirements of ERISA and the Code,
and shall be signed by any of the officers named above, or any officer duly authorized by the Board of Directors. 
 The board
for directors of each corporate Employer and the board of directors of the general partner of each limited partnership Employer may at any time and from time to time amend or modify its adoption agreement with the consent of the Company by written
instrument duly executed by any officer of the Employer who is duly authorized by the Employer’s board of directors. The above-named officers are authorized to amend or modify the Employer’s adoption agreement without action of the board
of directors of a corporate Employer or the board of directors of the general partner of a limited partnership Employer, provided that at least two of the three officers approve the amendment. Any such amendment or modification shall become
effective on such date as the Company, the board of directors or such officers, as the case may be, shall determine and may apply to Participants in the Plan at the time thereof as well as to future Participants. 

Any amendments made pursuant to this section shall be in writing and subject to any advance notice or other requirements of ERISA and the
Code. 

  

					
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	12.2	Amendment - Consolidation or Merger 

 A special rule applies if the Plan merges or consolidates with another plan or transfers assets or liabilities to another plan. 

 

	 	(a)	In those cases, the terms of the merger, consolidation or transfer must require that in the event that this Plan or the other plan terminates immediately after the
merger, consolidation or transfer, each Participant would receive an “accrued benefit” which is no less than the “accrued benefit” he or she would have received if this Plan had terminated immediately before the merger,
consolidation or transfer. 

  

	 	(b)	For purposes of this Section, the term “accrued benefit” has the meaning given that term under Code Section 411(a)(7). 


 

	 	(c)	The determination of what “accrued benefit” would be payable to a Participant immediately before a merger, consolidation or transfer will be determined on the
assumption that benefits payable under the Plan upon termination at that time will be payable solely from the Plan’s assets at that time. 

  

	 	(d)	No surplus will be allocated by virtue of this Section (either alone or in combination with any other provision governing the Plan). For purposes of this Section,
“surplus” means any amount of Plan assets beyond what is necessary to pay “accrued benefits” as they existed immediately before a merger, consolidation or transfer. 


 

	 	(e)	In no event shall this Section (either alone or in combination with any other provision governing the Plan) require the Affiliated Companies to make any additional
contributions to the Plan. 

  

	 	(f)	This section shall not be construed as limiting the powers of the Pension Committee to appoint a successor Trustee. 


 

	12.3	Termination of the Plan 


The termination of the Plan shall not cause or permit any part of the Trust to be diverted to purposes other than for the exclusive
benefit of the Participants, or cause or permit any portion of the Trust to revert to or become the property of an Employer at any time prior to the satisfaction of all liabilities with respect to the Participants. 

Upon termination of this Plan, the Pension Committee shall continue to act for the purpose of complying with the preceding paragraph and
shall have all power necessary or convenient to the winding up and dissolution of the Plan as herein 

  

					
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provided. While so acting, the Pension Committee shall be in the same status and position with respect to other persons as if the Plan remained in existence. 

 

	12.4	Effect of Withdrawal from Plan 

 If an Employer shall withdraw from or terminate participation in the Plan under Section 11.3, the Company shall, subject to Section 12.5, determine the manner by which the benefits of
Participants who are employees (or former employees) of such Employer shall be provided. 
  

	12.5	Allocation of the Trust on Termination of Plan 

  

	 	(a)	Complete Termination 

 In
the event of a complete Plan termination, the right of each Participant to benefits accrued to the date of such termination that would be vested under the provisions of the Plan in the absence of such termination shall continue to be vested and
non-forfeitable; and the right of each Participant to any other benefits accrued to the date of termination shall be fully vested and non-forfeitable to the extent then funded under the priority rules set forth in ERISA Section 4044. In any
event, a Participant or a Beneficiary shall have recourse only against Plan assets for the payment of benefits thereunder, subject to any applicable guarantee provisions of Title IV of ERISA. The Pension Committee shall direct the Trustee to
allocate Trust assets to those affected Participants to the extent and in the order of preference set forth in ERISA Section 4044. Upon Plan termination, each Participant shall elect a form of payment pursuant to Article V and benefits
shall be distributed by purchase of nontransferable annuity contracts or lump sum payments in accordance with the Participant’s election; provided, however, that small benefits shall be distributed pursuant to Section 10.7(c). If Trust
assets as of the date of Plan termination exceed the amounts required under the priority rules set forth in ERISA Section 4044, such excess shall, after all liabilities of the Plan have been satisfied, revert to the Employer to the extent
permitted by applicable law. 
  

	 	(b)	Partial Termination 

 If
at any time the Plan is terminated with respect to any group of Participants under such circumstances as to constitute a partial Plan termination within the meaning of Code Section 411(d)(3), each affected Participant’s right to benefits
that have accrued to the date of partial termination that would be vested under the provisions of the Plan in the absence of such termination shall continue to be so vested; and the right of each affected Participant to any other benefits accrued to
the date of such termination shall be vested to the extent assets would be allocable to such 

  

					
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benefits under the priority rules set forth in ERISA Section 4044 in the event of a complete Plan termination. In any event, affected Participants shall have recourse only against Plan
assets for payment of benefits thereunder, subject to any applicable guarantee provisions of Title IV of ERISA. Subject to the foregoing, the vested benefits of such Participants shall be payable as though such termination had not occurred;
provided, however, that the Pension Committee, in its discretion, subject to any necessary governmental approval, may direct that the amounts held in the Trust that are allocable to the Participants as to whom such termination occurred be segregated
by the Trustee as a separate plan. The assets thus allocated to such separate plan shall be applied for the benefit of such Participants in the manner described in the preceding paragraph. 

 

	 	(c)	Merged Plan Assets 

 For a
period of five years after the date the Plan is combined in a merger with one or more other defined benefit plans, assets shall be allocated upon Plan termination according to a special schedule in accordance with Treas. Reg. 1.414(l)-1(e)
through (k) to prevent any Participant from receiving smaller benefits on a termination basis as a result of the merger. 

  

					
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 ARTICLE XIII 
 FUNDING 
  

	13.1	Contributions to the Trust 


As a part of this Plan, the Pension Committee shall maintain one or more Trusts. From time to time, the Employers shall make such
contributions to the Trust as the Company determines, with the advice of its actuary, are required to maintain the Plan on a sound actuarial basis. Employees shall not be required or permitted to make contributions. 

The Pension Committee shall establish a funding and investment policy and method consistent with ERISA and shall communicate such policy
and method, and any changes in such policy and method, to the Trustee and any Investment Manager. 
  

	13.2	Trust for Exclusive Benefit of Participants 

 The Plan and Trust are for the exclusive benefit of Participants. Except as provided in Sections 10.7(j) (Correction of Errors), 10.8 (Domestic Relations Orders) and 10.10
(Deductible Contribution), no portion of the Trust shall be diverted to purposes other than this or revert to or become the property of the Employer at any time prior to the satisfaction of all liabilities with respect to the Participants.

 Notwithstanding the above, effective for judgments, orders, and decrees issued and settlement agreements entered into, on or
after August 4, 1997, a Participant’s Plan benefits may be offset by an amount that the Participant is ordered to, or required to, pay to the Plan, in accordance with Code Section 401(a)(13). 

 

	13.3	Disposition of Credits and Forfeitures 

 In no event shall any credits or forfeitures which may arise under the Plan be used to increase benefits under the Plan. 
  

	13.4	Trustee 

 As a part of
this Plan, a Trust has been formed to hold all Plan assets. The Pension Committee has the power and duty to appoint the Trustee and it shall have the power to remove the Trustee and appoint successors at any time. As a condition to exercising its
power to remove any Trustee, the Pension Committee must first appoint a successor Trustee and enter a new agreement with the successor Trustee. 

  

					
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 The Pension Committee shall direct the investment of all Plan assets, except to the extent
the Pension Committee delegates this responsibility to a Trustee or Investment Manager. The Pension Committee may delegate the authority to direct the investment of all or a portion of the Trust Fund to the Trustee in writing, in accordance with the
terms of the Trust agreement. Similarly, the Pension Committee may delegate the authority to direct the investment of all or a portion of the Trust Fund to an Investment Manager, in accordance with Section 13.5. 

Each Trustee shall hold all monies and other property received by it and invest and reinvest the same, together with the income therefrom,
on behalf of the Participants collectively in accordance with the provisions of the Trust agreement. Each Trustee shall make distributions from the Trust Fund at such time or times to such person or persons and in such amounts as the Pension
Committee shall direct in accordance with the Plan. 
  

	13.5	Investment Manager(s) 


The Pension Committee has the power to appoint, remove or change from time to time one or more Investment Manager(s) to direct the
investment of all or a portion of the Trust held by the Trustee. “Investment Manager” shall mean any fiduciary (other than the Trustee) who: 
  

	 	(a)	has the power to manage, acquire, or dispose of any asset of the Plan; 

  

	 	(b)	is either 

  

	 	(i)	registered as an investment advisor under the Investment Advisors Act of 1940, or 


 

	 	(ii)	is a bank, or 

  

	 	(iii)	is an insurance company qualified under the laws of more than one state to perform the services described in subparagraph (a); and 


 

	 	(c)	has acknowledged in writing that he, she or it is a fiduciary with respect to the Plan. 


  

					
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	EFFECTIVE JANUARY 1, 2007	  		  	









 APPENDIX I 
 TO THE PLUM CREEK PENSION PLAN 
 PART B FOR HOURLY EMPLOYEES 

The following employers shall be considered participating Employers under the Plum Creek Pension Plan, Part B, for Hourly Employees,
pursuant to Section 1.18, for the periods of time designated: 
  

									
	Employer	  	Beginning	 	  	Ending	 
			
	 1. Plum Creek Manufacturing, Inc.
	  	 	3/30/90	  	  	 	12/31/90	  
	 2. Plum Creek Manufacturing, L.P.
	  	 	1/01/91	  	  	 	6/30/99	  
	 3. Plum Creek Marketing, Inc.
	  	 	1/01/91	  	  	 	12/31/97	  
	 4. Plum Creek Northwest Lumber, Inc.
	  	 	7/01/99	  	  			
	 5. Plum Creek Northwest Plywood, Inc.
	  	 	7/01/99	  	  			
	 6. Plum Creek MDF, Inc.
	  	 	7/01/99	  	  			
	 7. Plum Creek Southern Lumber, Inc.
	  	 	7/01/99	  	  	 	12/15/00	  
	 8. Plum Creek Land Company
	  	 	7/01/99	  	  			
	 9. Plum Creek Maine Marketing, Inc.
	  	 	7/01/99	  	  			
	 10. Plum Creek Marketing, Inc.
	  	 	7/01/99	  	  			


  

					
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	EFFECTIVE JANUARY 1, 2007	  		  	









 IN WITNESS WHEREOF, Plum Creek Timberlands, L.P. has caused this Plan to be duly
executed on this 30th day of January, 2007. 

 

			
	PLUM CREEK TIMBERLANDS, L.P.
	
	BY PLUM CREEK TIMBER I, L. L. C.,
	its General Partner
		
	By:	 	 /s/ David W. Lambert

		 	 David W. Lambert

		
	Title:	 	 SVP & CFO




 

	
	 /s/ Susanna N. Duke

	 Witness



  








 FIRST AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan as amended and restated effective January 1, 2007, is amended as follows, pursuant to Part A Section 12.1 and Part
B Section 12.1 to make certain clarifying Plan changes, effective January 1, 2008, except as otherwise provided herein: 
  

	1.	Part A Section 1.3 Actuarially Equivalent/Actuarial Equivalent is amended by replacing it in its entirety with the following: 


 

	 	1.3	Actuarially Equivalent/Actuarial Equivalent 

  

	 	(d)	General 


“Actuarially Equivalent” and similar terms (for purposes of other than determining contributions to the Trust Fund) means that
the present value of two payments or series of payments shall be of equal value when computed using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the determination date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


Notwithstanding any Plan term to the contrary, in no event shall a Participant’s benefit calculated pursuant to this subparagraph
(a) be less than the Actuarial Equivalent of the Participant’s Accrued Benefit as of December 31, 2007, based on 8 percent rate of interest and the male mortality rates under the 1983 Group Annuity Mortality Table. 

Further notwithstanding the foregoing, the following interest rates and mortality tables shall apply for the purposes stated. 

 

	 	(e)	Terminations Before January 1, 2000 – Lump Sum Benefit Calculations 


With respect to a Participant who terminates employment before January 1, 2000, the 1984 Unisex Pension Mortality Table set
forward one year, and the interest rate for immediate or deferred annuities that would be used by the Pension Benefit Guaranty Corporation to determine the present value of the Participant’s benefit upon termination of an insufficient trusteed
single employer plan, as of the first day of the Plan Year which contains the Pension Starting Date, shall be used for calculating the amount of any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury
regulations issued 

  
 1 








 
pursuant to Code Section 417(e)), which is of Actuarially Equivalent value to the Participant’s Accrual Benefit. Provided, however, for a Participant whose Pension Starting Date is on
or after January 1, 2008, the interest rate (for the November before the Plan Year that contains the Pension Starting Date) and mortality table prescribed by Code Section 417(e)(3) shall be used, if they produce a greater benefit.

  

	 	(f)	Terminations On or After January 1, 2000 – Lump Sum and Accrued Benefit Calculations 


Notwithstanding the foregoing, with respect to a Participant who terminates employment on or after January 1, 2000,
(i) the Single Life Annuity that is Actuarially Equivalent to the Participant’s Cash Account Benefit, (ii) the amount of any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury regulations
issued pursuant to Code Section 417(e)), which is of Actuarially Equivalent value to the Participant’s Accrued Benefit, (iii) a Participant’s Accrued Benefit and (iv) a Participant’s Unit Award Offset shall all be
determined using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the Pension Starting Date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


Pre-retirement mortality will be used when calculating Actuarial Equivalent amounts. 

Notwithstanding the foregoing, in no event shall the benefit of a Participant who terminates on or after January 1, 2000, be
less than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 1999, based on 8 percent rate of interest and the male mortality rates under the 1983 Group Annuity Mortality Table. 

Further notwithstanding the foregoing, with respect to a Participant whose Pension Starting Date is on or after January 1, 2008, and
for the purpose of determining the amount of any distribution in a form of payment other than a non-decreasing annuity form of payment (as defined in Treasury regulations issued pursuant to Code Section 417(e)), which is of Actuarially
Equivalent value to the Participant’s Accrued Benefit, the interest rate (for the November before the Plan Year that contains the Pension Starting Date) and mortality table prescribed by Code Section 417(e)(3) shall be used, if they
produce a greater benefit. 

  
 2 









	 	(g)	Pension Starting Date On and After January 1, 2008 – Annuity Forms of Payment 


With respect to a Participant whose Pension Starting Date is on or after January 1, 2008, the Actuarial Equivalent value of any
distribution in a non-decreasing annuity form of payment shall be determined using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the Pension Starting Date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


Notwithstanding the foregoing, in no event shall the benefit of a Participant with a Pension Starting Date on or after January 1,
2008, in a non-decreasing annuity form of payment, be less than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 2007, based on an interest rate of 5.5 percent and the male mortality rates under the
1983 Group Annuity Mortality Table for Participants, and the female mortality rates under the 1983 Group Annuity Mortality Table for Beneficiaries. 
  

	2.	Effective November 16, 2005, Part A Section 1.12 Credited Service is amended to replace the first sentence of the fourth paragraph thereunder, which
begins “In no event...” with the following: 

 In no event shall a Participant be entitled to Credited
Service for any period of employment with Riverwood International Corporation prior to October 18, 1996, Canfor USA prior to June 1, 1998, S.D. Warren prior to November 13, 1998, The Timber Company prior to October 6, 2001, or
Escanaba Timber LLC prior to November 16, 2005. 
  

	3.	Part A Section 1.20 Eligible Employee is amended to replace clause (a) thereunder with the following: 


 

	 	(a)	any Employee who is listed on Appendix IV attached hereto; 


  
 3 









	4.	Effective November 16, 2005, Part A Section 1.27 Hour of Service is amended by replacing the table thereunder, with the following table:


  

					
	Acquired Company	  	Acquisition Date	  	Participation Date
	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998
	Escanaba Timber LLC	  	November 15, 2005	  	November 16, 2005

  

	5.	Effective November 16, 2005, Part A Section 1.46 Year of Service is amended by replacing the table thereunder, with the following table:


  

					
	Acquired Company	  	Acquisition Date	  	Participation Date
	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998
	Escanaba Timber LLC	  	November 15, 2005	  	November 16, 2005

  

	6.	Effective November 16, 2005, Part A Section 2.1 Eligibility for Participation is amended by replacing the table thereunder, with the following table:


  

					
	Acquired Company	  	Acquisition Date	  	Participation Date
	Riverwood International Corporation	  	October 17, 1996	  	October 18, 1996
	Canfor USA	  	May 31, 1998	  	June 1, 1998
	S.D. Warren	  	November 12, 1998	  	November 13, 1998
	Escanaba Timber LLC	  	November 15, 2005	  	November 16, 2005
	The Timber Company*	  	October 6, 2001	  	October 7, 2001

  

	7.	Part A Section 4.1 Retirement Benefit is amended to replace clause (i) in the first paragraph thereunder with the following: 


 

	 	(i)	the greater of the Cash Account Benefit or the Minimum Benefit, if any, payable as of such date; 


 

	8.	Part A Section 4.1(a)(i)(A) Opening Cash Account is amended to replace the first sentence thereunder with the following: 


A Cash Account shall be established on behalf of each individual who is an Eligible Employee on September 1, 2000, which shall be
credited with the Lump Sum amount which is Actuarially Equivalent to the Participant’s Accrued Benefit on December 31, 1999, payable at the Normal Retirement Date. 

  
 4 









	9.	Part A Section 4.1(b) Minimum Benefit is amended by replacing the first paragraph thereunder with the following new paragraph: 


Notwithstanding any Plan provisions to the contrary, only an individual who was an Eligible Employee on September 1, 2000, according
to the Plan terms in effect on September 1, 2000, shall be entitled to accrue a Minimum Benefit after September 1, 2000. Further, such an Eligible Employee shall only accrue a Minimum Benefit until he or she first ceases to be an
Eligible Employee on or after September 1, 2000. 
  

	10.	Part A Section 4.1(b) Minimum Benefit is amended by inserting a new paragraph at the end thereof as follows: 


Notwithstanding the foregoing, a Participant who is in salary grade 40 or higher shall not accrue any additional Minimum Benefit after
December 31, 2007. A Participant who is promoted to salary grade 40 or higher after December 31, 2007, shall not accrue any additional Minimum Benefit after the end of the Plan Year in which the promotion occurs. 

 

	11.	Part A Section 4.3 Early Retirement Benefit, subsection (b) Supplemental Early Retirement Benefit is amended by replacing clause (ii) with
the following: 

  

	 	(ii)	the Participant’s salary grade is 39 or below at termination of employment, 


 

	12.	Part A Section 7.1 Vesting is amended by replacing the entire section with the following: 


Each Participant who completes an Hour of Service on or after January 1, 2008, shall have a vested, nonforfeitable right to his or
her Accrued Benefit multiplied by the appropriate vesting percentage in accordance with the following table: 
  

			
	Years of Service	  	Percent Vested
	Less than 3	  	0%
	3	  	100%

 In addition, each
Participant shall have a 100 percent vested nonforfeitable right to his or her Accrued Benefit on the date he or she attains age 65, provided he or she is an Employee on such date. Each Participant who has three Years of Service on January 1,
2000, shall also have a 100 percent vested nonforfeitable right to his or her Accrued Benefit in the event the Participant dies, provided he or she is an Employee on such date. An Employee who terminates with 0 percent vested shall be deemed to be
“nonvested.” 

  
 5 









	13.	Part A Section 8.2(e)(ii) For Plan Years Beginning On or After January 1, 1995 is replaced in its entirety with the following:


 Except as provided below in Subsection (iii), for Plan Years beginning on or after January 1, 1995, the
actuarial adjustment shall be computed using the interest rate and mortality table specified in the Plan for adjusting benefits in the same form, or 5 percent and the male mortality rates under the 1983 Group Annuity Mortality Table for Plan Years
commencing prior to January 1, 1999, and the mortality table set forth in Section 1.3(c) for Plan Years commencing on or after January 1, 1999, whichever results in a greater benefit. 

 

	14.	Part A of the Plan is amended by attaching new Appendix IV at the end thereof, to read as follows: 


APPENDIX IV 
 TO
THE PLUM CREEK PENSION PLAN 
 PART A, FOR SALARIED EMPLOYEES 

The following Employees are not Eligible Employees, pursuant to Section 1.20(a): 

Barbara L. Crowe 
 Joan K. Fitzmaurice 
 Rick R. Holley 

James A. Kraft 
 Thomas M. Lindquist 
  

	15.	Part B Section 1.3 Actuarially Equivalent/Actuarial Equivalent is amended by replacing it in its entirety with the following: 


 

	 	1.3	Actuarially Equivalent/Actuarial Equivalent 

  

	 	(a)	General 


“Actuarially Equivalent” and similar terms (for purposes of other than determining contributions to the Trust Fund) means that
the present value of two payments or series of payments shall be of equal value when computed using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the determination date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


  
 6 








 Notwithstanding any Plan term to the contrary, in no event shall a Participant’s
benefit calculated pursuant to this subparagraph (a) be less than the Actuarial Equivalent of the Participant’s Accrued Benefit as of December 31, 2007, based on 8 percent rate of interest and the male mortality rates under the 1983
Group Annuity Mortality Table. 
 Further notwithstanding the foregoing, the following interest rates and mortality tables shall
apply for the purposes stated. 
  

	 	(b)	Terminations Before January 1, 2000 – Lump Sum Benefit Calculations 


With respect to a Participant who terminates employment before January 1, 2000, the 1984 Unisex Pension Mortality Table set
forward one year, and the interest rate for immediate or deferred annuities that would be used by the Pension Benefit Guaranty Corporation to determine the present value of the Participant’s benefit upon termination of an insufficient trusteed
single employer plan, as of the first day of the Plan Year which contains the Pension Starting Date, shall be used for calculating the amount of any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury
regulations issued pursuant to Code Section 417(e)), which is of Actuarially Equivalent value to the Participant’s Accrual Benefit. Provided, however, for a Participant whose Pension Starting Date is on or after January 1, 2008, the
interest rate (for the November before the Plan Year that contains the Pension Starting Date) and mortality table prescribed by Code Section 417(e)(3) shall be used, if they produce a greater benefit. 

 

	 	(c)	Terminations On or After January 1, 2000 – Lump Sum Calculations 


Notwithstanding the foregoing, with respect to a Participant who terminates employment on or after January 1, 2000, the amount of
any distribution other than a non-decreasing annuity form of payment (as defined in the Treasury regulations issued pursuant to Code Section 417(e)), which is of Actuarially Equivalent value to the Participant’s Accrued Benefit, shall all
be determined using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the Pension Starting Date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


  
 7 








 Pre-retirement mortality will be used when calculating Actuarial Equivalent amounts.

 Notwithstanding the foregoing, in no event shall the benefit of a Participant who terminates on or after
January 1, 2000, be less than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 1999, based on 8 percent rate of interest and the male mortality rates under the 1983 Group Annuity
Mortality Table. 
 Further notwithstanding the foregoing, with respect to a Participant whose Pension Starting Date is on or
after January 1, 2008, and for the purpose of determining the amount of any distribution in a form of payment other than a non-decreasing annuity form of payment (as defined in Treasury regulations issued pursuant to Code Section 417(e)),
which is of Actuarially Equivalent value to the Participant’s Accrued Benefit, the interest rate (for the November before the Plan Year that contains the Pension Starting Date) and mortality table prescribed by Code Section 417(e)(3) shall
be used, if they produce a greater benefit. 
  

	 	(d)	Pension Starting Date On and After January 1, 2008 – Annuity Forms of Payment 


With respect to a Participant whose Pension Starting Date is on or after January 1, 2008, the Actuarial Equivalent value of any
distribution in a non-decreasing annuity form of payment shall be determined using the following factors: 
  

			
	Interest:	  	the average annual yield on 30 year Treasury Constant Maturities for the November before the Plan Year that contains the Pension Starting Date; and
		
	Mortality:	  	the 1994 Group Annuity Reserving Table.


Notwithstanding the foregoing, in no event shall the benefit of a Participant with a Pension Starting Date on or after January 1,
2008, in a non-decreasing annuity form of payment, be less than the Actuarial Equivalent value of the Participant’s Accrued Benefit as of December 31, 2007, based on an interest rate of 5.5 percent and the male mortality rates under the
1983 Group Annuity Mortality Table for Participants, and the female mortality rates under the 1983 Group Annuity Mortality Table for Beneficiaries. 

  
 8 









	16.	Part B Section 1.22 Hour of Service, subsection (b) is amended to replace “Disabled” with “disabled.” 


 

	17.	Part B Section 3.1 Normal Retirement Date is amended to delete the phrase “an Early Retirement Date or.” 


 

	18.	Part B Section 4.1 Retirement Benefit is amended by replacing subsection (p) with the following: 


 

	 	(p)	$40.00 multiplied by Credited Service from January 1, 2007, through December 31, 2007; plus 


 

	 	(q)	$41.00 multiplied by Credited Service from and after January 1, 2008. 


 

	19.	Part B Section 5.1(a) Single Life Annuity is amended by replacing it in its entirety with the following: 


A “Single Life Annuity” which provides monthly payments from the Retirement Date or Vested Termination Date to the first of the
month preceding death. The amount of the monthly benefit shall equal the monthly Normal Retirement Benefit, Deferred Retirement Benefit or Vested Termination Benefit, whichever applies. 

 

	20.	Part B Section 6.2 Disability is amended by adding a new paragraph at the end thereof as follows: 


Notwithstanding the foregoing, a Participant whose continuous period of disability (commencing with the Participant’s first day of
absence) begins on or after January 1, 2008, shall not receive a monthly disability benefit pursuant to this Section 6.2. 
  

	21.	Part B Section 7.1 Vesting is amended by replacing the entire section with the following: 


Each Participant who completes and Hour of Service on or after January 1, 2008, shall have a vested, nonforfeitable right to his or
her Accrued Benefit multiplied by the appropriate vesting percentage in accordance with the following table: 
  

					
	 Years of Service
	  	 	Percent Vested	  
	 Less than 3
	  	 	0%	  
	 3
	  	 	100%	  

 In addition, each
Participant shall have a 100 percent vested nonforfeitable right to his or her Accrued Benefit on the date he or she attains age 65, provided he or she is an Employee on such date. Each Participant who has three Years of Service on
January 1, 2000, shall also have a 100 percent vested nonforfeitable right to his or her Accrued Benefit in the event the Participant dies provided he or she is an Employee on such date. An Employee who terminates with 0 percent
vested shall be deemed to be “nonvested”. 

  
 9 









	22.	Part B Section 8.2(e)(ii) For Plan Years Beginning On or After January 1, 1995 is replaced in its entirety with the following:


 Except as provided below in Subsection (iii), for Plan Years beginning on or after January 1, 1995, the
actuarial adjustment shall be computed using the interest rate and mortality table specified in the Plan for adjusting benefits in the same form, or 5 percent and the male mortality rates under the 1983 Group Annuity Mortality Table for Plan Years
commencing prior to January 1, 1999, and the mortality table set forth in Section 1.3(c) for Plan Years commencing on or after January 1, 1999, whichever results in a greater benefit. 

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on this 9th day of November, 2007. 

 

							
		 		 	PLUM CREEK TIMBERLANDS, L.P.
			
		 		 	BY PLUM CREEK TIMBER I, L.L.C.,
		 		 	General Partner
				
	 /s/ Barbara Crowe
	 		 	By:	  	 /s/ David W. Lambert

	Witness	 		 		  	
				
		 		 	Its:	  	 SVP & CFO



  
 10 









 SECOND AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan as amended and restated effective January 1, 2007, is amended as follows, pursuant to Part A Section 12.1 and Part
B Section 12.1 effective December 31, 2007: 
  

	1.	Part A Section 8.2 Maximum Annual Benefit Payable Under the Plan is replaced in its entirety with the following: 


 

	 	8.2	Maximum Annual Benefit Payable Under the Plan 

 The maximum annual benefit payable under the Plan shall not exceed the limitations prescribed under Code Section 415 and the regulations thereunder, which are incorporated herein by reference. For
purposes of applying such limitations, Compensation shall be as defined in Section 1.11. 
  

	2.	Part B Section 8.2 Maximum Annual Benefit Payable Under the Plan is replaced in its entirety with the following: 


 

	 	8.2	Maximum Annual Benefit Payable Under the Plan 

 The maximum annual benefit payable under the Plan shall not exceed the limitations prescribed under Code Section 415 and the regulations thereunder, which are incorporated herein by reference. For
purposes of applying such limitations, Compensation shall be as defined in Section 1.11. 
 IN WITNESS WHEREOF, the
Company has caused this Second Amendment to be executed on this 21st day of December, 2007. 
  

							
		 		 	PLUM CREEK TIMBERLANDS, L.P.
			
		 		 	BY PLUM CREEK TIMBER I, L.L.C.,
		 		 	General Partner
				
	 /s/ Susanna N. Duke
	 		 	By:	 	 /s/ David W. Lambert

	Witness	 		 		 	 David W. Lambert

				
		 		 	Its:	 	 Senior Vice President & CFO



  
 1 








 THIRD AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan as amended and restated effective September 1, 2000 (“2000 Restatement”), and the Plum Creek Pension Plan as
amended and restated effective January 1, 2007 (“2007 Restatement”), are amended as follows, pursuant to Part A Section 12.1, effective September 1, 2000, except as otherwise specified herein: 

 

	2.	Part A Section 4.1(a) Cash Account Benefit of the 2000 Restatement and the 2007 Restatement shall be amended by inserting the following new first paragraph
immediately after the heading: 

 “For purposes of determining a Participant’s Accrued Benefit under
Section 1.1 and the Participant’s Retirement Benefit, both expressed as a Single Life Annuity payable at the Participant’s Normal Retirement Date, the Cash Account Benefit determined under Section 4.1(a) is determined in
accordance with this paragraph. For a Participant who has not reached the Normal Retirement Date, the Participant’s Cash Account Benefit is the Cash Account balance as of the date of determination, projected to the Normal Retirement Date using
the interest rate under Section 4.1(a)(iv) in effect for the Plan Year that includes the determination date, with the result converted to an Actuarially Equivalent monthly Single Life Annuity. For a Participant who has reached the Normal
Retirement Date, the Participant’s Cash Account Benefit is the monthly Single Life Annuity that is Actuarially Equivalent to the Participant’s Cash Account balance as of the determination date.” 

 

	2.	Part A Section 4.1(a)(iv) Interest Credit of the 2000 Restatement and the 2007 Restatement shall be amended by replacing the second sentence with the
following: 

 “The annual interest rate for a Plan Year shall be the greater of the interest rate specified in
Section 1.3(c) or 0.39 percent.” 
  

	3.	Part A Section 5.1(c) Lump Sum of the 2000 Restatement shall be amended by replacing Section 5.1(c)(i) with the following: 


 

	 	“(i)	the Actuarially Equivalent present value of the Participant’s Accrued Benefit expressed as a Single Life Annuity, commencing at the Participant’s Normal
Retirement Date;” 

  

	4.	Effective January 1, 2009, Part A Section 5.1(c) Lump Sum of the 2007 Restatement shall be amended by replacing subsections (i) through
(iv) with the following: 

  

	 	“(i)	the Actuarial Equivalent present value of the Participant’s Minimum Benefit expressed as a Single Life Annuity, commencing at the Participant’s Normal
Retirement Date; 

  

	 	(ii)	the Participant’s Cash Account balance; or 


  
 1 









	 	(iii)	the lump sum amount that is the Actuarially Equivalent present value of the Participant’s Early Retirement Benefit on August 31, 2000; provided such amount
does not exceed $25,000.” 

 IN WITNESS WHEREOF, the Company has caused this Third Amendment to be executed on this 4th day
of March, 2009. 
  

									
		 		  	 	PLUM CREEK TIMBERLANDS, L.P.
			
		 		  	 	BY PLUM CREEK TIMBER I, L.L.C.,
		 		  	 	General Partner
				
		 		  	 	By:	  	  	 /s/ David W. Lambert

	 /s/ Barbara Crowe
	 		  				  	 David W. Lambert

	Witness	 		  				  	
		 		  	 	Its:	  	  	 SVP & CFO



  
 2 








 FOURTH AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan as amended and restated effective September 1, 2000 (“2000 Restatement”), and the Plum Creek Pension Plan as
amended and restated effective January 1, 2007 (“2007 Restatement”), are amended as follows, pursuant to Part A Section 12.1, effective September 1, 2000, except as otherwise specified herein: 

 

	1.	Part A Section 1.47 Additional Definitions in Plan of the 2000 Restatement and Part B Section 1.40 Additional Definitions in Plan of the 2000
Restatement are each amended by deleting from the list of defined terms “Super Top Heavy..... 9.2(b).” 

  

	2,	Effective January 1, 2007, Part A Section 1.47 Additional Definitions in Plan of the 2007 Restatement and Part B Section 1.39 Additional
Definitions in Plan of the 2007 Restatement are each amended by deleting from the list of defined terms “Super Top Heavy..... 9.2(b).” 

  

	3.	Part A Section 9.2(b) Super Top Heavy of the 2000 Restatement and Part B Section 9.2(b) Super Top Heavy of the 2000 Restatement, are each
deleted in their entirety and each is replaced by the following: 

  

	(b)	[Reserved]. 

  

	4.	Effective January 1, 2007, Part A Section 9.2(b) Super Top Heavy of the 2007 Restatement and Part B Section 9.2(b) Super Top Heavy of the
2007 Restatement, are each deleted in their entirety and each is replaced by the following: 

  

	(b)	[Reserved]. 

  

	5.	Part A Section 9.2(h) Aggregation Group, subsection (i) of the 2000 Restatement and Part B Section 9.2(h) Aggregation Group, subsection
(i) of the 2000 Restatement are each revised by replacing “Code Section 401(a)(4) and 410” in the last clause of the sentence with “Code Section 401(a)(4) or 410.” 


 

	6.	Effective January 1, 2007, Part A Section 9.2(h) Aggregation Group, subsection (i) of the 2007 Restatement and Part B Section 9.2(h)
Aggregation Group, subsection (i) of the 2007 Restatement are each revised by replacing “Code Section 401(a)(4) and 410” in the last clause of the sentence with “Code Section 401(a)(4) or 410.”


  

	7.	Part A Section 9.2(h) Aggregation Group, subsection (ii) of the 2000 Restatement and Part B Section 9.2(h) Aggregation Group, subsection
(ii) of the 2000 Restatement are each revised by replacing “Code Section 401(a)(4) or 410” in the last clause of the sentence with “Code Section 401(a)(4) and 410.” 


 

	8.	Effective January 1, 2007, Part A Section 9.2(h) Aggregation Group, subsection (ii) of the 2007 Restatement and Part B Section 9.2(h)
Aggregation Group, subsection (ii) of the 2007 Restatement are each revised by replacing “Code Section 401(a)(4) or 410” in the last clause of the sentence with “Code Section 401(a)(4) and 410.”



  
 1 









	9.	Effective January 1, 2007, Part A Section 10.5(b) Commencement of Payment of the 2007 Restatement and Part B Section 10.5(b) Commencement of
Payment of the 2007 Restatement are each amended by replacing the first paragraph in its entirety with the following: 

  

	 	(b)	Commencement of Payment 


Unless a Participant elects otherwise, the payment of benefits shall commence no later than 60 days after the end of the Plan Year in
which the Participant reaches A) age 65 or B) terminates employment with the Employer, whichever occurs later. Notwithstanding any Plan provision to the contrary, 
  

	 	(i)	distributions will begin no later than the Required Beginning Date under Section 10.5(c); 


 

	 	(ii)	distributions will be made in accordance with Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and
Treas. Reg. Sections 1.401(a)(9)-2 through 1.401(a)(9)-9; and 

  

	 	(iii)	this Section 10.5(b) shall override any distribution options in the Plan that are inconsistent with Code Section 401(a)(9). 


IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed on this 4th day of March, 2009. 

 

							
		 		 	PLUM CREEK TIMBERLANDS, L.P.
			
		 		 	BY PLUM CREEK TIMBER I, L.L.C.,
		 		 	General Partner
				
		 		 	By:	 	 /s/ David W. Lambert

	 /s/ Barbara Crowe
	 		 		 	 David W. Lambert

	Witness	 		 		 	
		 		 	Its:	 	 SVP & CFO



  
 2 








 FIFTH AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan (the “Plan”), as amended and restated effective January 1, 2007, and amended through the Fourth Amendment, is
further amended as follows, pursuant to Section 12.1 of the Plan, effective January 1, 2010, except as otherwise provided herein: 
  

	1.	Effective January 1, 2008, Section 1.11 Compensation of Part A and Part B are each amended by adding the following new paragraph at the end of each
section: 

 Compensation shall include payments for services performed (including salary, overtime, shift
differentials, commissions, bonuses and other similar payments) made by the later of: 
  

	 	(a)	 2 1/2 months after severance from employment; or 


  

	 	(b)	the end of the calendar year that includes the date of severance from employment; 

 if, absent a severance from employment such payment would have been paid to the Employee while the Employee continued in employment with an Employer. No other post-severance payments shall be included.

  

	2.	Effective January 1, 2009, Part A Section 1.18 Earnings is amended by inserting the following sentence at the end of the first paragraph:


 Earnings shall also include differential wage payments made by an Employer to an Employee for any period during
which such individual is performing services in the uniformed services while on active duty for a period of more than 30 days, to the extent required by Code Section 414(u)(12). 

 

	3.	Part A Section 1.26 Final Average Monthly Earnings is amended by deleting the second and third paragraphs thereunder in their entirety, and replacing them
with the following: 

 Monthly Earnings for this purpose shall only take into account Earnings received during
completed full months of employment. Monthly Earnings during partial months of employment are disregarded. 

  
 1 









	4.	Part A of the Plan is amended by inserting the following new Section 1.42 Spouse in Part A Article I Definitions, by renumbering sections 1.42
through 1.47 of Part A Article I accordingly and correcting any internal cross-references to such sections, and by replacing “spouse” with “Spouse” wherever it appears in Part A of the Plan: 


 

	 	1.42	Spouse 


“Spouse” means the person to whom a Participant is legally married under federal law, and who is treated as a spouse under the
Code. 
  

	5.	Part B of the Plan is amended by inserting the following new Section 1.34 Spouse in Part B Article I Definitions, by renumbering sections 1.34
through 1.39 of Part B Article I accordingly and correcting any internal cross-references to such sections, and by replacing “spouse” with “Spouse” wherever it appears in Part B of the Plan: 


 

	 	1.34	Spouse 


“Spouse” means the person to whom a Participant is legally married under federal law, and who is treated as a spouse under the
Code. 
  

	6.	Part A Section 1.48 Additional Definitions in Plan is amended by inserting “Accumulated Benefit.......4.1(a)” in the list of defined terms, in
alphabetical order. 

  

	7.	Part A Section 4.1(a) Cash Account Benefit is amended by adding the following new sentence at the end of the second paragraph thereunder:


 A Participant’s “Accumulated Benefit” with respect to the Cash Account as of any date shall equal
his or her Cash Account balance as of such date, pursuant to Proposed Treasury Regulation Section 1.411(b)(5)-1(e)(2). 
  

	8.	Part A Section 5.4 Benefit Notice, Benefit Election and Consent Requirements, and Part B Section 5.4 Benefit Notice, Benefit Election and Consent
Requirements are each amended by replacing “180” with “90” wherever it appears therein. 

  

	9.	Part A Section 5.4(a) Benefit Notice and Part B Section 5.4(a) Benefit Notice are each amended by replacing the first paragraph with the
following: 

 A Participant who wishes to commence benefits must contact the Pension Committee and request the
applicable notice and election forms and indicate a date on which he or she may want to commence benefits (the “Requested Date”). A Requested date may only be the first day of a prospective month, except that a Participant who is age 65 or
older may also choose a Requested Date which is his or her Normal Retirement Date or Deferred Retirement Date, whichever applies. Depending on the Participant’s election, his or her Requested Date and Pension Starting Date may be the same or
different dates. 
  

	10.	Effective January 1, 2007, Part A Section 5.4(a) Benefit Notice and Part B Section 5.4(a) Benefit Notice are each amended to delete the
word “and” from clause (iv) thereunder, to redesignate clause (v) as clause (vi), and to add a new clause (v) to read as follows: 

  


	 	(v)	the right to defer payment until the Normal Retirement Date, if the Participant has not yet reached that date, including any consequences of failure to defer; and



  
 2 









	11.	Part A Section 5.4(a) Benefit Notice and Part B Section 5.4(a) Benefit Notice are each amended by replacing the last paragraph with the
following: 

 The Pension Starting Date shown in a Participant’s Benefit Notice shall be his or her Requested
Date if the Benefit Notice is provided prior to such date. Otherwise, a Participant’s Benefit Notice shall include a Pension Starting Date which is the first day of the month next following the date the Benefit Notice is provided. 

If the Plan provides a Benefit Notice and the Participant does not complete an election to commence benefits by the end of the 90-day
period beginning on the date that the Benefit Notice is provided, such Benefit Notice shall expire. The Participant must begin the process again by contacting the Pension Committee and selecting a new Requested Date. 

 

	12.	Part A Section 5.4 (b)(i) Election of Pension Starting Date and Form of Payment and Part B Section 5.4 (b)(i) Election of Pension Starting Date and
Form of Payment are each amended by deleting the following phrase from the first sentence: 

 “which is
his or her Requested Date, or a later date” 
  

	13.	Part A Section 5.4(c) Retroactive Pension Starting Date is amended by deleting subparagraph (i) Vested Termination Benefits and subparagraph
(ii) Early Retirement Benefits, and by redesignating subparagraphs (iii) and (iv) as subparagraphs (i) and (ii) accordingly, and by replacing the second paragraph with the following: 


A Participant may elect to commence benefits as of a Retroactive Pension Starting Date only in the circumstances described in (i) and
(ii) below. 
  

	14.	Part B Section 5.4(c) Retroactive Pension Starting Date is amended by deleting subparagraph (i) Vested Termination Benefits, and by
redesignating subparagraphs (ii) and (iii) as subparagraphs (i) and (ii) accordingly, and by replacing the second paragraph with the following: 


A Participant may elect to commence benefits as of a Retroactive Pension Starting Date only in the circumstances described in (i) and
(ii) below. 
  

	15.	Part A Section 5.4(c)(i) Normal Retirement Benefits (as redesignated) and Part B Section 5.4(c)(i) Normal Retirement Benefits (as redesignated)
are each amended by replacing subparagraph (B) with the following: 

  

	 	(B)	any annuity form of payment available under the Plan, determined as of the Pension Starting Date included in the Benefit Notice; or 


  
 3 









	16.	Part A Section 5.4(c)(i) Normal Retirement Benefits (as redesignated) and Part B Section 5.4(c)(i) Normal Retirement Benefits (as redesignated)
are each amended by deleting subparagraph (C) and by replacing subparagraph (D) with the following: 

  

	 	(C)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Normal Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c), plus interest pursuant to Section 5.4(c)(v)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Pension Starting Date included in the Benefit Notice (based on the Actuarial Equivalent factors that would apply as of such
date pursuant to Section 1.3(c). 

  

	17.	Part A Section 5.4(c)(ii) Deferred Retirement Benefits (as redesignated) and Part B Section 5.4(c)(ii) Deferred Retirement Benefits (as
redesignated) are each amended by replacing subparagraph (B) with the following: 

  

	 	(B)	any annuity form of payment available under the Plan, determined as of the Pension Starting Date included in the Benefit Notice; or 


 

	18.	Part A Section 5.4(c)(ii) Deferred Retirement Benefits (as redesignated) and Part B Section 5.4(c)(ii) Deferred Retirement Benefits (as
redesignated) are each amended by deleting subparagraph (C) and by replacing subparagraph (D) with the following: 

  

	 	(C)	subject to the terms of Section 5.1(c), a Lump Sum benefit equal to the greater of: 


 

	 	(1)	the Lump Sum benefit determined as of the Deferred Retirement Date (based on the Actuarial Equivalent factors that would apply as of such date pursuant to
Section 1.3(c), plus interest pursuant to Section 5.4(c)(v)(D); or 

  

	 	(2)	the Lump Sum benefit determined as of the Pension Starting Date included in the Benefit Notice (based on the Actuarial Equivalent factors that would apply as of such
date pursuant to Section 1.3(c). 

  

	19.	Effective January 1, 2008, Part A Section 5.5(a) General Rule and Part B Section 5.5(a) General Rule are each amended by adding the
following new sentence at the end thereof: 

 “Eligible Retirement Plan” also means a Roth IRA described
in Code Section 408A. 
  

	20.	Part A Section 5.5(b) Notice to Participants and Part B Section 5.5(b) Notice to Participants are each amended by replacing “180” with
“90.” 


  
 4 









	21.	Part A Section 6.1(a) Surviving Spouse Beneficiary and Part B Section 6.1(a) Surviving Spouse Beneficiary are each amended by replacing
“180” with “90.” 

  

	22.	Effective October 1, 2009, Part A Section 7.1 Vesting and Part B Section 7.1 Vesting are each amended by adding the following new paragraph
at the end thereof: 

 Notwithstanding the foregoing, each Participant who was involuntarily terminated on or after
January 1, 2008, and before October 1, 2009, and whose employment was not terminated for cause, shall be 100 percent vested. 
  

	23.	Effective January 1, 2008, both Part A and Part B of the Plan are amended by adding the following new Section 8.3: 


 

	 	8.3	Limitations On Benefits and Accruals Due to Underfunded Status 

  

	 	(a)	Scope 

 Notwithstanding
any Plan provision to the contrary, for any Plan Year for which the Plan’s adjusted funding target attainment percentage as defined in Code Section 436(j)(2) (“AFTAP”), is such that the limits on benefits and benefit accruals
contained in Code Section 436 become applicable to the Plan for that Plan Year, the provisions of this Section 8.3 shall govern to the extent they conflict with, or specify requirements in addition to, the Plan provisions governing Plan
Years for which the AFTAP is at least 80 percent. The terms of this Section 8.3 are intended to comply with Code Section 436 and shall be interpreted accordingly. 

 

	 	(b)	Shut Down and Unpredictable Contingent Event Benefits 

 If the AFTAP for a Plan Year is less than 60 percent, or would be less than 60 percent taking into account benefits payable with respect to an unpredictable contingent event, then no unpredictable
contingent event benefits, as defined in Code Section 436(b), shall be payable during such Plan Year unless the Company makes a contribution to the Plan which is adequate to satisfy the exemption set forth in Code Section 436(b)(2).

  

	 	(c)	Plan Amendments That Increase Benefits 

 If the Plan is amended in a manner that “increases liabilities” and the AFTAP for the Plan Year is less than 80 percent, or would be less than 80 percent taking into account the Plan amendment,
then such Plan amendment shall not be effective for such Plan Year, unless the Company makes a contribution to the Plan which is adequate to satisfy the exemption set forth in Code Section 436(c)(2). An amendment “increases
liabilities” if the amendment increases liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits vest. 

  
 5 








 Notwithstanding the foregoing, a Plan amendment to increase benefits under a formula that
is not based on a Participant’s Earnings may be effective for a Plan Year, regardless of the AFTAP for such year, provided the rate of such benefit increase does not exceed the contemporaneous rate of increase in average wages of Participants
affected by the amendment. 
  

	 	(d)	Limits on Accelerated Benefit Distributions 

 If the AFTAP for a Plan Year is less than 60 percent, the Plan shall not pay any “prohibited payments” after the valuation date for such Plan Year. 

If the AFTAP for a Plan Year is 60 percent or higher and less than 80 percent, the Plan shall not pay any “prohibited payments”
after the valuation date for such Plan Year, to the extent the amount of such payment exceeds the lesser of: 
  

	 	(i)	50 percent of the amount of the payment that would be made without regard to this Section 8.3(d); or 


 

	 	(ii)	the Lump Sum present value of the maximum guaranteed benefit pursuant to Section 4022 of ERISA. 


The Plan may pay a “prohibited payment” to the extent it does not exceed the lesser of the amount in (i) or
(ii) above. 
 In the event the AFTAP continues to be less than 80 percent for more than one consecutive Plan Year, only
one “prohibited payment” that complies with the preceding paragraph may be made with respect to the entire period during which the AFTAP is less than 80 percent. Further, any payment permitted under the preceding paragraph that is subject
to a Qualified Domestic Relations Order pursuant to Section 10.8, shall be allocated among the Participant and alternate payee(s) in accordance with the terms of the Order. Finally, a Participant, and his or her Beneficiary and alternate
payee(s) shall be treated as a single Participant for purposes of the payment restrictions in this Section 8.3(d). 
 If
the Company is a bankruptcy debtor under title 11 of the United States Code or similar federal or state law, the Plan shall not pay any “prohibited payments” during the period of such bankruptcy, prior to the date the Plan actuary
certifies the AFTAP for the Plan is not less than 100 percent. 

  
 6 








 “Prohibited payment” means any payment in excess of the monthly amount payable as
a single life annuity (plus any Social Security supplement described in Code Section 411(a)(9)) to a Participant or Beneficiary whose Pension Starting Date occurs during the Plan Year for which a limitation pursuant to this Section 8.3(d)
applies. “Prohibited payment” also means any payment for the purchase of an annuity from an insurer to pay Plan benefits and any other payment specified in Treasury Regulations Section 1.436-1. 

 

	 	(e)	Severe Funding Shortfall 


If the AFTAP for a Plan Year is less than 60 percent, then all benefit accruals shall cease as of the valuation date for such Plan Year,
in accordance with Code Section 436(e), unless the Company makes a contribution to the Plan which is adequate to satisfy the exemption set forth in Code Section 436(e)(2). 

 

	 	(f)	Company Security in Lieu of Contribution 

 In lieu of making a Company contribution to satisfy an exemption from any limitation in Section 8.3, the Company may provide security to the Plan that satisfies the requirements of Code
Section 436(f). 
  

	 	(g)	Resumption of Suspended Payments 

 Following the expiration of any period during which the effective date of a Plan amendment is delayed pursuant to Section 8.3(c) or the accrual of benefits is suspended under Section 8.3(e),
benefit accruals shall be restored automatically to the extent permitted by law. 
 Following the expiration of any period
during which a prohibited payment was not made pursuant to Section 8.3(d), the payment of such benefits shall automatically resume within a reasonable time that is consistent with Plan administrative processes, and adjustment shall be made to
provide for any payments that were not made during the limitation period to the extent permitted by law. 
  

	24.	Effective January 1, 2007, Part A Section 10.7(k) Military Leave and Part B Section 10.7(k) Military Leave are each amended by adding the
following new sentence at the end thereof: 

 Further notwithstanding any provision of the Plan to the contrary, if
a Participant dies while performing qualified military service, as defined in Code Section 414(u), his or her survivors shall be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military
service) provided under the Plan had the Participant resumed and then terminated employment on account of death. 

  
 7 









	25.	Effective January 1, 2008, Part A Section 12.3 Termination of the Plan is amended by adding the following new paragraph at the end thereof:


 Upon termination of this Plan: 
  

	 	(a)	the interest credit rate used to determine benefits under the Plan pursuant to Section 4.1(a)(iv) shall be equal to the average of the rates of interest used under
the Plan during the five-year period ending on the termination date; and 

  

	 	(b)	the interest rate and mortality table used to determine the amount of any benefit under the Plan payable in the form of an annuity payable at the Normal Retirement Date
shall be the rate and table specified under Section 1.3(d), except that the interest rate shall be equal to the average of the rates of interest used under the Plan during the five-year period ending on the termination date.


 IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to be executed on this 28th day of December, 2009. 

 

							
		 		 	PLUM CREEK TIMBERLANDS, L.P.
			
		 		 	By PLUM CREEK TIMBER I, L.L.C.,
		 		 	Its General Partner
				
	 /s/ Christine Wiltz
	 		 	By:	 	 /s/ David W. Lambert

	Witness	 		 		 	David W. Lambert
				
		 		 	Its:	 	 Senior Vice President & CFO



  
 8 








 SIXTH AMENDMENT 
 TO THE 
 PLUM CREEK PENSION PLAN 

The Plum Creek Pension Plan (the “Plan”), as amended and restated effective January 1, 2007, is further amended pursuant to
Section 12.1 of the Plan as follows, effective for Participants with a Pension Starting Date on or after January 1, 2011, except as otherwise specified herein: 

 

	1.	Section 1.6 Beneficiary of Part A and Part B are each amended by replacing the first paragraph thereunder with the following: 


“Beneficiary” means the person or persons who survives the Participant and who is: (a) for a single Participant who does
not have a Partner, the person designated to be the Beneficiary by the Participant in writing to the Pension Committee on such form and in such manner as the Pension Committee shall prescribe; (b) for a married Participant, the
Participant’s surviving Spouse; and (c) for a Participant with a Partner, the Participant’s surviving Partner. If a single Participant designates a Beneficiary and later marries or has a Partner, such Beneficiary designation shall be
void upon marriage or upon having a Partner. 
  

	2.	Sections 1.32 Pension Committee through Section 1.48 Additional Definitions in Plan in Part A are renumbered as Sections 1.33 through 1.49,
respectively, all references in Part A to such Sections are renumbered accordingly, and the following new Section 1.32 Partner is added to Part A immediately following Section 1.31 Participant: 


 

	 	1.32	Partner 


“Partner” means a person who is a same-sex domestic partner of a Participant, if the Participant has submitted an affidavit to
the Pension Committee, in the form required by the Pension Committee, in which the Participant establishes that the Participant and the domestic partner are either: 
  

	 	(e)	registered with a state as domestic partners; or 

  

	 	(f)	married under the laws of any jurisdiction; or 

  

	 	(g)	neither registered with a state as domestic partners nor married under the laws of any jurisdiction, but: 


 

	 	(i)	are of the same sex; 

  

	 	(ii)	have been in an established domestic partnership for at least six months; 

  


	 	(iii)	are the sole domestic partner of each other and intend to remain so indefinitely; 


  
 1 









	 	(iv)	live together and intend to do so indefinitely; 

  

	 	(v)	are jointly responsible for each other’s welfare and common financial obligations; 


 

	 	(vi)	are not legally married to anyone else; 

  

	 	(vii)	are not related by blood to a degree that would prohibit legal marriage; and 


 

	 	(viii)	are of at least the age of legal consent in the state in which they live. 

 A Participant who declares a same sex Partner under this Section shall agree that, if the Participant or Partner no longer meets the requirements for Partner status, the Participant will file with
the Pension Committee a written statement of termination of Partner status within 30 days of the date Partner status ends. A Partner’s entitlement to benefits under the Plan will terminate at midnight on the date Partner status ends, as
declared in writing by the Participant. 
 The Pension Committee may require the Participant to provide reasonable documentation
or other evidence of the continuing Partner relationship from time to time. A Participant’s failure to provide any documentation or other evidence reasonably required by the Pension Committee to establish or prove the continuation of the
Partner relationship shall result in the loss of any benefits which might otherwise be available to that Participant’s Partner. 
 The Pension Committee shall be entitled to rely exclusively on the Participant’s representations concerning his or her status under this provision. This provision does not create any rights in
persons other than Participants in the Plan. 
  

	3.	Sections 1.26 Pension Committee through Section 1.40 Additional Definitions in Plan in Part B are renumbered as Sections 1.27 through 1.41,
respectively, all references in Part B to such Sections are renumbered accordingly, and the following new Section 1.26 Partner is added to Part B immediately following Section 1.25 Participant: 


 

	 	1.26	Partner 


“Partner” means a person who is a same-sex domestic partner of a Participant, if the Participant has submitted an affidavit to
the Pension Committee, in the form required by the Pension Committee, in which the Participant establishes that the Participant and the domestic partner are either: 
  

	 	(h)	registered with a state as domestic partners; or 


  
 2 









	 	(i)	married under the laws of any jurisdiction; or 

  

	 	(j)	neither registered with a state as domestic partners nor married under the laws of any jurisdiction, but: 


 

	 	(i)	are of the same sex; 

  

	 	(ii)	have been in an established domestic partnership for at least six months; 

  


	 	(iii)	are the sole domestic partner of each other and intend to remain so indefinitely; 


 

	 	(iv)	live together and intend to do so indefinitely; 

  

	 	(v)	are jointly responsible for each other’s welfare and common financial obligations; 


 

	 	(vi)	are not legally married to anyone else; 

  

	 	(vii)	are not related by blood to a degree that would prohibit legal marriage; and 


 

	 	(viii)	are of at least the age of legal consent in the state in which they live. 

 A Participant who declares a same sex Partner under this Section shall agree that, if the Participant or Partner no longer meets the requirements for Partner status, the Participant will file with the
Pension Committee a written statement of termination of Partner status within 30 days of the date Partner status ends. A Partner’s entitlement to benefits under the Plan will terminate at midnight on the date Partner status ends, as declared in
writing by the Participant. 
 The Pension Committee may require the Participant to provide reasonable documentation or other
evidence of the continuing Partner relationship from time to time. A Participant’s failure to provide any documentation or other evidence reasonably required by the Pension Committee to establish or prove the continuation of the Partner
relationship shall result in the loss of any benefits which might otherwise be available to that Participant’s Partner. 

The Pension Committee shall be entitled to rely exclusively on the Participant’s representations concerning his or her status under
this provision. This provision does not create any rights in persons other than Participants in the Plan. 

  
 3 









	4.	Effective January 1, 2008, Section 4.3(a) General of Part A is amended by inserting a new sentence at the end of subsection (i)(B) thereunder, as
follows: 

 Notwithstanding the foregoing, a Participant’s vested Minimum Benefit determined pursuant to
Section 4.1(b) as of the Participant’s Early Retirement Date shall not be less than the Actuarial Equivalent of the Participant’s vested Minimum Benefit determined as of the Participant’s Normal Retirement Date, based on the
factors specified in Section 1.3(a). 
  

	5.	Effective January 1, 2008, Section 4.4 Vested Termination Benefit of Part B is amended by inserting a new sentence at the end thereof, as follows:


 Notwithstanding the foregoing, a Participant’s Vested Termination Benefit payable on a Vested Termination
Date shall not be less than the Actuarial Equivalent of the Participant’s vested Retirement Benefit determined as of the Participant’s Normal Retirement Date, based on the factors specified in Section 1.3(a). 

 

	6.	Effective January 1, 2008, Section 4.5 Vested Termination Benefit of Part A is amended by inserting a new sentence at the end of subsection (i)(B)
thereunder, as follows: 

 Notwithstanding the foregoing, a Participant’s vested Minimum Benefit determined
pursuant to Section 4.1(b) as of the Participant’s Vested Termination Date shall not be less than the Actuarial Equivalent of the Participant’s vested Minimum Benefit determined as of the Participant’s Normal Retirement Date,
based on the factors specified in Section 1.3(a). 
  

	7.	Section 5.1(b) Joint and Survivor Annuity in Part A and Part B is amended by replacing it in its entirety with the following: 


 

	 	(b)	Joint and Survivor Annuity 


A reduced “Joint and Survivor Annuity” which provides monthly payments to a married Participant, or a Participant with a
Partner, from the Retirement Date or Vested Termination Date to the first of the month preceding death. Following the Participant’s death, a benefit equal to 25 percent, 50 percent, 75 percent or 100 percent of the reduced amount payable
to the Participant shall be payable for life to the Participant’s Spouse or Partner, if living at the time of the Participant’s death. A Participant who elects a Normal, Early or Deferred Retirement Benefit, or Vested Termination Benefit,
may elect which percentage shall be payable to the Spouse or Partner. 
 If the Spouse or Partner dies after the
Participant’s benefit begins, the Participant’s payments will be in the same reduced amount as is otherwise payable under the Joint and Survivor Annuity. If the Spouse or Partner dies prior to the date as of which the Participant’s
benefit begins, any election of a form of 

  
 4 








 
benefit under this Section 5.1(b) shall be automatically canceled. If the Participant dies prior to the date as of which his or her benefit is to begin, the Spouse or Partner shall not be
entitled to receive any payments under this Section 5.1(b). However, a Spouse or Partner may be entitled to a benefit under Section 6.1. 
  

	 	(i)	The monthly benefit payable to the Participant under a 25 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .93 - .0025 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the Spouse’s age or Partner’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(ii)	The monthly benefit payable to the Participant under a 50 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .87 - .005 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the Spouse’s age or Partner’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iii)	The monthly benefit payable to the Participant under a 75 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .82 - .006 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the Spouse’s age or Partner’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

 

	 	(iv)	The monthly benefit payable to the Participant under a 100 percent Joint and Survivor Annuity shall be equal to the Participant’s benefit payable in the form
of a Single Life Annuity multiplied by the following factor (not to exceed 1): 

 FACTOR = .79 - .0075 x (AGE
DIFFERENCE) where AGE DIFFERENCE is the Participant’s age less the Spouse’s age or Partner’s age (computed to the birthdate anniversary nearest the Retirement Date or Vested Termination Date, whichever applies). 

  
 5 








 Notwithstanding the foregoing, effective for a Pension Starting Date on or after
January 1, 2005, the amount payable under any Joint and Survivor Annuity form of payment shall not be less than the applicable Joint and Survivor Annuity benefit that is Actuarially Equivalent to the Participant’s Early, Normal or Deferred
Retirement Benefit or Vested Termination Benefit payable in the form of a Single Life Annuity, as of such Pension Starting Date. 
  

	8.	Section 5.2(b) Single Participants in Part A and Part B is amended by replacing it in its entirety with the following: 


 

	 	(b)	Single Participants and Participants With a Partner 

 The qualified joint and survivor annuity under the Plan with respect to a single Participant or a Participant who has a Partner shall be the Single Life Annuity. 

Any single Participant who does not have Partner shall receive his or her Retirement or Vested Termination Benefits in the form of a
Single Life Annuity, unless the Participant elects another form of payment. A single Participant who does not have a Partner may reject the Single Life Annuity option and elect a Lump Sum pursuant to Section 5.1 or revoke such election, by
filing a written notice with the Pension Committee during the time periods set forth in Section 5.4. 
 Any Participant with
a Partner shall receive his or her Retirement or Vested Termination Benefits in the form of a Single Life Annuity, unless the Participant elects another form of payment. A Participant with a Partner may reject the Single Life Annuity option and
elect a Joint and Survivor Annuity or a Lump Sum pursuant to Section 5.1 or revoke such election, by filing a written notice with the Pension Committee during the time periods set forth in Section 5.4. 

 

	9.	Section 5.3 Limitation on Forms of Payment in Part A and Part B is amended by replacing “Spouse” with “Spouse or Partner.”


  

	10.	Section 5.5(a) General Rule in Part A and Part B is amended by replacing subsection (iii) in its entirety with the following: 


 

	 	(iii)	a non-Spouse Beneficiary (who is not a former Spouse alternate payee), including a non-spouse Beneficiary who is a Partner, may only direct a rollover to an individual
retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b), established for the purpose of receiving such rollover; and 


  
 6 









	11.	Section 6.1 Pre-Retirement Death Benefit in Part A is amended by replacing it in its entirety with the following: 


 

	 	6.1	Pre-Retirement Death Benefit 

 In the event a Participant dies after becoming vested and before commencing to receive Retirement Benefits or Vested Termination Benefits under the Plan, his or her Beneficiary shall receive a
pre-retirement death benefit. In the event a Participant is married or has a Partner at the time of death, his or her Spouse or Partner shall be the Beneficiary. A married Participant may not elect a non-Spouse Beneficiary to receive pre-retirement
death benefits. A Participant with a Partner may not elect a non-Partner Beneficiary to receive pre-retirement death benefits. The time of commencement and the amount of the death benefit is described below. 

 

	 	(c)	Surviving Spouse Beneficiary or Surviving Partner Beneficiary  

 A surviving Spouse Beneficiary or surviving Partner Beneficiary shall receive a monthly death benefit payable from the first day of the month coinciding with or following the date of the
Participant’s death, through the first day of the month preceding the Beneficiary’s death. 
 The death benefit shall
equal the greater of: 
  

	 	(i)	the amount payable to the Beneficiary under a 50 percent joint and survivor annuity form of payment if the Participant had terminated on the earlier of the date of
actual termination of employment or the date of death, survived to the date Spouse or Partner benefits commence and commenced receiving Vested Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits
commence; and 

  

	 	(ii)	the amount of a Single Life Annuity that is Actuarially Equivalent (based on the Spouse’s or Partner’s age) to the benefit that would have been payable to the
Participant in the form of a Lump Sum if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date Spouse or Partner benefits commence and commenced receiving Vested
Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits commence. 


Notwithstanding the foregoing, in the event a Participant dies prior to his or her Normal Retirement Date, a surviving Spouse entitled to
benefits may elect to postpone commencement of benefits to the first day of any month on or before December 31 of the calendar year immediately 

  
 7 








 
following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. If a surviving Spouse Beneficiary dies before death
benefits commence, no death benefit shall be payable under the Plan. 
 Further notwithstanding the foregoing, in the
event a Participant with a Partner dies prior to his or her Normal Retirement Date, a surviving Partner entitled to benefits may elect to postpone commencement of benefits to the first day of any month before December 31 of the calendar year
following the calendar in which the Participant died. If a surviving Partner dies before death benefits commence, no death benefit shall be payable under the Plan. 
 A Spouse or Partner Beneficiary may elect to receive a Lump Sum form of payment in lieu of the monthly benefit described above, subject to the limit described below. If a Spouse or Partner Beneficiary
elects a Lump Sum, such election must be in writing and made not earlier than 90 days prior to the date monthly benefits would otherwise commence. A Lump Sum benefit is only payable if the Spouse or Partner commences benefits on the first day of the
month coinciding with or following the date the Lump Sum election is filed with the Pension Committee. The Lump Sum benefit shall equal the greater of: 
  

	 	(iii)	the amount that is Actuarially Equivalent to the monthly benefit described above, and 


 

	 	(iv)	the value of the Participant’s Cash Account balance. 

  

	 	(d)	Non-Spouse and Non-Partner Beneficiary 

 A Beneficiary who is neither the Spouse nor the Partner of the deceased Participant at the date of death shall receive a death benefit payable as soon as administratively feasible after the
Participant’s death, in a single sum payment. 
 The amount of the benefit shall equal the Lump Sum amount that would have
been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested Termination Benefit or
Retirement Benefit payment, whichever applies, as of the date death benefits commence. 

  
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	 	(e)	Estate 

 If there is no
Beneficiary following the Participant’s death, a benefit shall be payable to the Participant’s estate in accordance with Section 1.6. Such benefit shall be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. 
 The amount of the benefit payable to the estate shall equal the Lump Sum amount
that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested
Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 
  

	12.	Section 6.1 Pre-Retirement Death Benefit in Part B is amended by replacing it in its entirety with the following: 


 

	 	6.1	Pre-Retirement Death Benefit 

 In the event a Participant dies after becoming vested and before commencing to receive Retirement Benefits or Vested Termination Benefits under the Plan, his or her Beneficiary shall receive a
pre-retirement death benefit. In the event a Participant is married or has a Partner at the time of death, his or her Spouse or Partner shall be the Beneficiary. A married Participant may not elect a non-Spouse Beneficiary to receive pre-retirement
death benefits. A Participant with a Partner may not elect a non-Partner Beneficiary to receive pre-retirement death benefits. The time of commencement and the amount of the death benefit is described below. 

 

	 	(f)	Surviving Spouse Beneficiary or Surviving Partner Beneficiary  

 A surviving Spouse Beneficiary or surviving Partner Beneficiary shall receive a monthly death benefit payable from the first day of the month coinciding with or following the date of the
Participant’s death, through the first day of the month preceding the Beneficiary’s death. 
 The death benefit shall
equal the greater of: 
  

	 	(i)	the amount payable to the Beneficiary under a 50 percent joint and survivor annuity form of payment if the Participant had terminated on the earlier of the date of
actual termination of employment or the date of death, survived to the date Spouse or Partner benefits commence and commenced receiving Vested Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits
commence; and 


  
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	 	(ii)	the amount of a Single Life Annuity that is Actuarially Equivalent (based on the Spouse’s or Partner’s age) to the benefit that would have been payable to the
Participant in the form of a Lump Sum if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date Spouse or Partner benefits commence and commenced receiving Vested
Termination Benefit or Retirement Benefit payments, whichever applies, as of the date death benefits commence. 

 Notwithstanding the foregoing, in the event a Participant dies prior to his or her Normal Retirement Date, a surviving Spouse entitled to benefits may elect to postpone commencement of benefits to the
first day of any month on or before December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later. If a surviving Spouse Beneficiary dies
before death benefits commence, no death benefit shall be payable under the Plan. 
 Further notwithstanding the
foregoing, in the event a Participant with a Partner dies prior to his or her Normal Retirement Date, a surviving Partner entitled to benefits may elect to postpone commencement of benefits to the first day of any month before December 31 of
the calendar year following the calendar in which the Participant died. If a surviving Partner dies before death benefits commence, no death benefit shall be payable under the Plan. 

A Spouse or Partner Beneficiary may elect to receive a Lump Sum form of payment in lieu of the monthly benefit described above, subject
to the limit described below. If a Spouse or Partner Beneficiary elects a Lump Sum, such election must be in writing and made not earlier than 90 days prior to the date monthly benefits would otherwise commence. A Lump Sum benefit is only payable if
the Spouse or Partner commences benefits on the first day of the month coinciding with or following the date the Lump Sum election is filed with the Pension Committee. The Lump Sum benefit shall equal the amount that is Actuarially Equivalent to the
monthly benefit described above. 
  

	 	(g)	Non-Spouse and Non-Partner Beneficiary 

 A Beneficiary who is neither the Spouse nor the Partner of the deceased Participant at the date of death shall receive a death benefit payable as soon as administratively feasible after the
Participant’s death, in a single sum payment. 

  
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 The amount of the benefit shall equal the Lump Sum amount that would have been payable to
the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested Termination Benefit or Retirement
Benefit payment, whichever applies, as of the date death benefits commence. 
  

	 	(h)	Estate 

 If there is no
Beneficiary following the Participant’s death, a benefit shall be payable to the Participant’s estate in accordance with Section 1.6. Such benefit shall be distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death. 
 The amount of the benefit payable to the estate shall equal the Lump Sum amount
that would have been payable to the Participant if the Participant had terminated on the earlier of the date of actual termination of employment or the date of death, survived to the date death benefits commence and received a Lump Sum Vested
Termination Benefit or Retirement Benefit payment, whichever applies, as of the date death benefits commence. 
  

	13.	Section 6.2 Disability in Part B is amended by replacing the second paragraph in its entirety with the following: 


In the event a married Participant, or Participant with a Partner, who is receiving this disability benefit dies before commencing
retirement benefits under the Plan, his or her surviving Spouse or surviving Partner shall not be entitled to receive any survivor benefits pursuant to this Section 6.2, but may be entitled to a pre-retirement Spouse’s or Partner’s
death benefit pursuant to Section 6.1. 
  

	14.	Section 10.7(i) Facility of Payment in Part A and Part B is amended by replacing it, in its entirety, with the following: 


 

	 	(i)	Facility of Payment 


Whenever, in the Pension Committee’s opinion, a person entitled to receive any benefit payment is under a legal disability or is
incapacitated in any way so as to be unable to manage his or her affairs, the Pension Committee may direct the Trustee to make payments to such person or to his or her guardian or other legal representative, or in the absence of a guardian or legal
representative, to a custodian for such person under a Uniform Gifts to Minors Act, or to any relative of such person by blood or marriage, or to such person’s Partner, for such person’s benefit. Any payment made in good faith pursuant to
this provision shall fully discharge the Employer and the Plan of any liability to the extent of such payment. 

  
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	15.	Section 10.7(n) Notices to Employers or Pension Committee in Part A and Part B is amended by replacing “surviving Spouses” with
“Beneficiaries.” 

 IN WITNESS WHEREOF, the Company has caused this Sixth Amendment to be executed on this 21st day of
December 2010. 
  

							
		 		  	PLUM CREEK TIMBERLANDS, L.P.
			
		 		  	By PLUM CREEK TIMBER I, L.L.C.,
		 		  	Its General Partner
				
	 /s/ Christine Wiltz
	 		  	By:	  	 /s/ David W. Lambert

	Witness	 		  		  	David W. Lambert
				
		 		  	Its:	  	 Senior Vice President & CFO

				
	 /s/ Christine Wiltz
	 		  	By:	  	 /s/ Barbara L. Crowe

	Witness	 		  		  	Barbara L. Crowe
				
		 		  	Its:	  	 V.P. Human Resources



  
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