1998 PLUM CREEK MANAGEMENT COMPANY, L.P.
LONG-TERM INCENTIVE PLAN
SECTION 1 - ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
1.1 Establishment of Plan. Plum Creek Management Company, L.P., a Delaware limited partnership (the
"Company") hereby establishes the "1998 PLUM CREEK MANAGEMENT COMPANY, L.P. LONG-
TERM INCENTIVE PLAN" (the "Plan") for the benefit of certain executives of the Company and its Related
Companies, as defined herein, effective as of the Effective Date, as defined herein.
1.2 Purpose. The purpose of the Plan is to help retain the services of participating executives, to align their
interests with the interests of the partners of the Partnership, and to encourage participating executives to increase
operating profitability, allocate capital wisely, and generate cash with the ultimate goal of attaining appreciation in
the value of the Units as defined herein. Transfers of Units that will occur should performance targets and other
terms and conditions of the Plan be met, will reward participating executives with ownership interests in Plum
Creek Timber Company, L.P. (the "Partnership") for which the Company serves as general partner. This Plan is
intended to be an unfunded "bonus program" within the meaning of the United States Code of Federal
Regulations Section 2510.3-2(c) and is maintained primarily for the purpose of providing long-term incentives to
a select group of management or highly compensated employees.
SECTION 2 - DEFINITIONS
2.1 Definitions. When used in the Plan, the following terms shall have the meanings specified below:
(a) "Account" means a Participant's Reinvested Distribution Account and Unit Appreciation Account.
(b) "Base Unit Value" means, with respect to Unit Appreciation Rights granted as of the Effective Date, an
amount equal to the Target Amount, as defined herein, and, with respect to Unit Appreciation Rights granted
after the Effective Date, the amount established by the Committee pursuant to Section 5.1 (b).
(c) "Beneficiary" means the person