8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

February 8, 2010

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)
(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

 EX-10.1

 EX-10.2

 EX-10.3

 EX-10.4

 EX-10.5

 EX-10.6

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     The following agreements with company executive officers are effective as of January 1, 2010:

(a)	Weyerhaeuser Company Executive Change in Control Agreement (Tier 1); and
(b)	Weyerhaeuser Company Executive Severance Agreement (Tier 1).

     Effective January 1, 2010 the following terms and conditions are applicable to grants to company executive officers under the Weyerhaeuser Company 2004 Long-Term Incentive Plan:

(a)	Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser Company 2004 Long-Term Incentive Plan; and
(b)	Terms and Conditions of Stock Options awarded under the Weyerhaeuser Company 2004 Long-Term Incentive Plan.

     Copies of the documents are attached hereto as Exhibits 10.1 through 10.4, to which reference is made for a full statement of their terms and provisions.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

     The Compensation Committee of the Company’s Board of Directors has amended and restated the Weyerhaeuser Real Estate Company Management Short-Term Incentive Plan and Weyerhaeuser Real Estate Company Management Long-Term Incentive Plan, plans in which the Weyerhaeuser Real Estate Company management including one of the company’s executive officers participate. Copies of the plans are attached hereto as Exhibits 10.5 and 10.6, to which reference is made for a full statement of their terms and provisions.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10.1	Weyerhaeuser Company Executive Change in Control Agreement (Tier 1)
10.2	Weyerhaeuser Company Executive Severance Agreement (Tier 1)
10.3	Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser Company 2004 Long-Term Incentive Plan
10.4	Terms and Conditions of Stock Options awarded under the Weyerhaeuser Company 2004 Long-Term Incentive Plan
10.5	The Weyerhaeuser Real Estate Company Management Short-Term Incentive Plan as amended and restated
10.6	The Weyerhaeuser Real Estate Company Management Long-Term Incentive Plan as amended and restated

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYERHAEUSER COMPANY
By	/s/ Jeanne Hillman
	Its:	Vice President and Chief Accounting Officer

Date: February 9, 2010

EX-10.1

Exhibit 10.1

CIC Tier I US

Form of Weyerhaeuser Company
Executive Change-in-Control Agreement

The following executive officers are covered by the Weyerhaeuser Company Executive Change-in-Control Agreement:

Daniel S. Fulton
Ernesta Ballard
Patricia M. Bedient
James M. Branson
Lawrence B. Burrows
Srinivasan Chandrasekaran
Miles P. Drake
Thomas F. Gideon
John A. Hooper
Sandy D. McDade

CIC Tier I US

Form of Executive
Change in Control Agreement
(Tier I)

Weyerhaeuser Company

January 1, 2010

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Contents

Article 1.	Term of This Agreement	1
Article 2.	Definitions	2
Article 3.	Participation and Continuing Eligibility Under This Agreement	7
Article 4.	Severance Benefits	7
Article 5.	Form and Timing of Severance Benefits	10
Article 6.	The Company’s Payment Obligation	11
Article 7.	Dispute Resolution	11
Article 8.	Outplacement Assistance	12
Article 9.	Section 409A	12
Article 10.	Successors and Assignment	12
Article 11.	Miscellaneous	13

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Weyerhaeuser Company
                                         (Executive)
Executive Change in Control Agreement (Tier I)

     THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT (Tier I) is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and                                          (hereinafter referred to as the “Executive”).

     WHEREAS, the Board of Directors of the Company has approved the Company entering into change in control agreements with certain key executives of the Company;

     WHEREAS, the Executive is a key executive of the Company;

     WHEREAS, should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board should be able to rely on the Executive to continue in his position, and that the Company should be able to receive and rely on the Executive’s advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; and

     WHEREAS, should the possibility of a Change in Control arise, in addition to his regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whether such Change in Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate.

     NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of his advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows:

Article 1. Term of This Agreement

     Subject to the provisions of Article 10, this Agreement will commence on the Effective Date and shall continue in effect for three (3) full calendar years. However, at any time prior to the end of such three-year (3) period, and at any time prior to the end of any extended term, the Committee may, in its discretion, extend the term of this Agreement for any period of time up to three (3) additional years. Notwithstanding the foregoing, this Agreement is subject to annual review and may be amended or otherwise modified by the Committee in its sole discretion subsequent to such annual review, provided that no Change in Control shall have occurred.

     However, in the event a Change in Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of (i) twenty-four (24) full calendar months beyond the month in which such Change in Control occurred or (ii) until all obligations of the Company to the Executive hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive.

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Article 2. Definitions

     Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)	“Agreement” means this Executive Change in Control Agreement (Tier I).
(b)	“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.
(c)	“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(d)	“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 12.2.
(e)	“Board” means the Board of Directors of the Company.
(f)	“Cause” means the Executive’s:

(i)	Willful and continued failure to perform substantially the Executive’s duties with the Company after the Company delivers to the Executive written demand for substantial performance specifically identifying the manner in which the Executive has not substantially performed the Executive’s duties;
(ii)	Conviction of a felony; or
(iii)	Willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

     For purposes of this Section 2(f), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act based on: (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. For purposes of subsections (i) and (iii) above, the Executive shall not be deemed to be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board, the Executive is guilty of the conduct described in subsection (i) or (iii) above and specifying the particulars thereof in detail.

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(g) “Change in Control” or “CIC” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:

(i)	Any Person, but excluding the Company and any subsidiary of the Company and any employee benefits plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company (collectively, “Excluded Persons”), directly or indirectly, becomes the Beneficial Owner of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities with respect to the election of directors of the Company and such ownership continues for at least a period of thirty (30) days (with the end of such period being deemed the effective date of the CIC); or
(ii)	During any twenty-four (24) consecutive month period, the individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the Board; provided, however, that except as set forth in the following sentence, an individual who becomes a member of the Board subsequent to the beginning of the twenty-four (24) month period shall be deemed to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors either actually (because they were directors at the beginning of such period) or by prior operation of the provisions of this Section 2(g)(ii). Notwithstanding the proviso set forth in the preceding sentence, if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board, then such individual shall not be considered an Incumbent Director. For purposes of this Section 2(g)(ii), if at any time individuals who initially assumed office as a result of or in connection with an arrangement or understanding between the Company and any Person (an “Entity Designee”) constitute at least one-half (1/2) of the Board, none of such Entity Designees shall be considered Incumbent Directors from that time forward; or
(iii)	There is consummated:

(A) a plan of complete liquidation of the Company; or

(B) a sale or disposition of all or substantially all the Company’s assets in one or a series of related transactions; or

(C) a merger, consolidation, or reorganization of the Company or the acquisition of outstanding Common Stock and as a result of or in connection with such transaction (1) thirty-five percent (35%) or more of the outstanding Common Stock or the voting securities of the Company outstanding immediately prior thereto or the outstanding shares of common stock or the combined voting power of the outstanding voting securities of the surviving

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entity are owned, directly or indirectly, by any other corporation or Person other than (x) an Excluded Person or (y) a Person who is, or if such Person beneficially owned five percent (5%) or more of the outstanding Common Stock would be, eligible to report such Person’s beneficial ownership on Schedule 13G pursuant to the rules under Section 13(d) of the Exchange Act or (z) a Person that has entered into an agreement with the Company pursuant to which such Person has agreed not to acquire additional voting securities of the Company (other than pursuant to the terms of such agreement), solicit proxies with respect to the Company’s voting securities or otherwise participate in any contest relating to the election of directors of the Company, or take other actions that could result in a Change in Control of the Company; provided that this exclusion shall apply only so long as such agreement shall remain in effect, or (2) the voting securities of the Company outstanding immediately prior thereto do not immediately after such transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty percent (60%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

(h) “Change in Control Price” means, with respect to a share of the Company’s common stock, the higher of:

(i)

the highest reported sales price, regular way, of such share of common stock in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed during the 60-day period prior to and including the date of the Change in Control; or

(ii)

if the Change in Control is the result of a tender or exchange offer or a merger, reorganization or consolidation or sale or other disposition of all or substantially all of the assets of the Company, the highest price per such share of common stock paid in such transaction; provided, however, that in the case of incentive Options and SARs relating to incentive Options, the Change in Control Price shall be the average of the high and low per share trading prices (or the average of the opening and closing prices, or the closing price, if so determined by the Committee) for the Company’s common stock as reported on the consolidated transaction reporting system for New York Stock Exchange issues during regular session trading or such other source the Committee deems reliable for a single trading day or an average of trading days not to exceed 30 days from the grant date of such Equity Award or other date on which such Equity Award is exercised or deemed exercised pursuant to Section 5.2.

To the extent the consideration paid in any such transaction described above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Board.

(i) “Code” means the United States Internal Revenue Code of 1986, as amended.

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(j)	“Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.
(k)	“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 11.
(l)	“Disability” shall have the meaning ascribed to it in the Company’s Retirement Plan for Salaried Employees, or in any successor to such plan.
(m)	“Effective Date” means January 1, 2008.
(n)	“Effective Date of Termination” means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits hereunder.
(o)	“Equity Awards” means any awards made from time to time to the Executive of options to purchase the Company’s common stock (“Options”), restricted shares of the Company’s common stock, stock appreciation rights (“SARs”), stock units denominated in units of the Company’s common stock, performance shares, dividend equivalents, or other incentive awards payable in shares of the Company’s common stock under the terms of the LTIP.
(p)	“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
(q)	“Executive” means a key executive of the Company who has been presented with and signed this Agreement.
(r)	“Good Reason” shall mean, without the Executive’s express written consent, the occurrence of any one or more of the following events:

(i)	A material reduction in the Executive’s authority, duties, or responsibilities existing immediately prior to the CIC;
(ii)	Within two (2) years following a Change in Control, and without the Executive’s consent, the Company’s requiring the Executive to be based at a location that is at least fifty (50) miles farther from the Executive’s primary residence immediately prior to a Change in Control than is such residence from the Company’s headquarters immediately prior to a Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations as of the Effective Date;
(iii)	A material reduction by the Company of the Executive’s Base Salary as in effect immediately prior to the CIC;
(iv)	A material reduction in the benefits coverage in the aggregate provided to the Executive immediately prior to the CIC; provided, however, that reductions in the level of benefits coverage shall not be deemed to be “Good Reason” if the Executive’s overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with the Executive’s position at the acquiring company;

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(v)

A material reduction in the Executive’s level of participation, including the Executive’s target-level opportunities, in any of the Company’s short- and/or long-term incentive compensation plans in which the Executive participates as of the Effective Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by ten percent (10%) or more); or a material increase in the relative difficulty of the measures used to determine the payouts under such plans (as reasonably determined by the Executive); provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures shall not be deemed to be “Good Reason” if the Executive’s reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with the Executive’s position at the acquiring company; or

(vi)

The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform this Agreement, as contemplated in Article 11.

Under this Agreement, Good Reason shall not be deemed to exist unless a “Change in Control” has occurred within the time frame described in Section 4.2. Moreover, in no event shall the Executive’s resignation be for Good Reason unless (A) an event set forth above shall have occurred and the Executive provides the Company with written notice thereof within thirty (30) days after the Executive has knowledge of the occurrence or existence of such event, which notice specifically identifies the event that the Executive believes constitutes Good Reason, and (B) the Company fails to correct the event so identified in all material respects within thirty (30) days after receipt of such notice.

(s)	“LTIP” is the Weyerhaeuser Company 2004 Long-Term Incentive Plan or a successor long-term incentive plan under which Equity Awards may be granted to the Executive from time to time.
(t)	“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of the benefits described in Section 4.3.
(u)	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).
(v)	“Qualifying Termination” means any of the events described in Section 4.2, the occurrence of which triggers the payment of Severance Benefits under Section 4.3.
(w)	“Retirement” shall mean early or normal retirement under the Company’s Retirement Plan for Salaried Employees.
(x)	“Severance Benefits” means the Severance Benefits associated with a Qualifying Termination, as described in Section 4.3.

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Article 3. Participation and Continuing Eligibility Under This Agreement

     3.1 Participation. Subject to Section 3.2, as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

     3.2 Removal From Coverage. In the event the Executive’s job classification is reduced below the minimum level required for eligibility to continue to be covered by severance protection as determined at the sole discretion of the Committee, the Committee may remove the Executive from coverage under this Agreement. Such removal shall be effective three (3) months after the date the Company notifies the Executive of such removal. Removals occurring within two (2) years after a CIC, shall be null and void for purposes of this Agreement.

Article 4. Severance Benefits

     4.1 Right to Severance Benefits. The Executive shall be entitled to receive from the Company Severance Benefits if

(a)

the Executive’s employment with the Company shall end for any reason specified in Section 4.2; and

(b)

the Executive is not (i) reemployed by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary, or full-time capacity, or (ii) retained as a consultant or contractor by the Company or any subsidiary or affiliate of the Company, or (iii) retained as a consultant or contractor by an entity acquiring the Company, unless the reemployment or retention of such Executive has the prior written approval of the Company’s Senior Vice President of Human Resources, of the Company.

Receipt of Severance Benefits shall disqualify the Executive from eligibility to receive any other severance benefits from the Company, including, without limitation, those under any Executive Severance Agreement between the Company and the Executive, as such agreement may be amended, supplemented, or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

     4.2 Qualifying Termination. The occurrence of any one or more of the following events within twenty-four (24) full calendar months following the effective date of a CIC of the Company shall trigger the payment of Severance Benefits to the Executive under this Agreement:

(a)	An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Senior Vice President of Human Resources, for reasons other than for Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (including voluntary Retirement) without Good Reason; or
(b)	a voluntary termination by the Executive for Good Reason.

     4.3 Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits (and further contingent on the proper execution of the Non-Competition and Release Agreement as set forth in Section 4.8), as provided in Sections 4.1 and 4.2, and subject

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to the cap described in Section 6.1, the Company shall pay to the Executive and provide him with the following:

(a)	An amount equal to three times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b)	An amount equal to three times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs (or, if higher, the target annual bonus established for the bonus plan year in which the CIC occurs).
(c)	An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the Executive’s last day of work.
(d)	An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of any bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e)	A lump sum payment of seventy-five thousand dollars ($75,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination.
(f)	Full vesting of the Executive’s benefits under any and all supplemental retirement plans in which the Executive participates. For purposes of determining the amount of an Executive’s benefits in such plans, such benefits shall be calculated under the assumption that the Executive’s employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits shall be added); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the effective date of termination shall be used. Payout of such amounts shall occur at the time established under such plans.
	To the extent that the Executive is subject to a reduction of such benefits due to application of any early retirement provisions, the three (3) additional years of age shall be incorporated in the early retirement reduction calculation so as to offset such reduction. Also, three (3) additional years of age, but not any additional service, shall be used to determine the Executive’s eligibility for early retirement benefits.
(g)	An amount equal to the value of the stock equivalents representing premiums (including any appreciation and dividend equivalents) that are forfeited under the Weyerhaeuser Company Deferred Compensation Plan, in connection with the Executive’s Qualifying Termination. If no such premiums are forfeited under the

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Weyerhaeuser Company Deferred Compensation Plan, then no amount shall be payable under this Section 4.3(g).

(h) Unless otherwise provided in the instrument evidencing the Equity Award or in a written employment or other agreement between the Executive and the Company:

(i) Full vesting of any Equity Awards, which shall become immediately exercisable and remain exercisable throughout their entire term;

(ii) Termination or lapsing of any restriction periods and restrictions imposed on such Equity Awards that are not performance based;

(iii) Termination or lapsing of any restriction or other conditions applicable to any such Equity Awards and such Equity Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full extent of the original grant; and

(iv) Recognition of the target payout opportunities attainable under all outstanding Equity Awards that are performance-based, which Equity Awards shall be deemed to have been fully earned for the entire performance periods and restrictions on such Equity Awards shall lapse and such Equity Awards shall be immediately settled or distributed.

     4.4 Termination for Disability. Following a CIC of the Company, if the Executive’s employment is terminated due to Disability, no compensation or benefits shall be payable under this Agreement and the Executive shall instead receive his Base Salary through the Effective Date of Termination, at which point in time the Executive’s benefits shall be determined in accordance with the Company’s disability and other applicable compensation and benefits plans and programs then in effect.

     4.5 Termination for Retirement or Death. Following a CIC of the Company, if the Executive’s employment is terminated by reason of his death or voluntary Retirement other than for Good Reason, no compensation or benefits shall be payable under this Agreement and the Executive’s benefits shall instead be determined in accordance with the Company’s retirement and other applicable compensation and benefits plans and programs then in effect.

     4.6 Termination for Cause or by the Executive Other Than for Good Reason or Retirement. Following a CIC of the Company, if the Executive’s employment is terminated either (i) by the Company for Cause or (ii) by the Executive (other than for Disability or death) and other than for Good Reason, no compensation or benefits shall be payable under this Agreement and the Executive’s benefits shall instead be determined in accordance with the Company’s applicable compensation and benefits plans and programs then in effect.

     4.7 Notice of Termination. Any termination by the Company or by the Executive for Good Reason under this Article 4 shall be communicated by a Notice of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts

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and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

     4.8 Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive or promptly following the Company’s receipt of a Notice of Termination from the Executive. The Non-Competition and Release Agreement shall be deemed effective upon the expiration of the required waiting periods under applicable state and/or federal laws as more specifically described therein.

     To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least 1.5 times the Executive’s Base Salary that has been built into the severance formula in Section 4.3.

     4.9 Removal From Representative Boards. In the event the terminating Executive occupies any board of directors seats solely as a Company representative, as a condition to receiving the severance set forth in Section 4.3 the Executive shall immediately resign such position upon his termination of employment with the Company, unless specifically requested in writing by the Company otherwise.

Article 5. Form and Timing of Severance Benefits

     5.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 4.3(a), 4.3(b), 4.3(c), 4.3(d), 4.3(e) and 4.3(g) shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement referred to in Section 4.8, as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from the later of the Effective Date of Termination and the successful expiration of the waiting periods described in Section 4.8.

     5.2 Treatment of Certain Equity Awards. Notwithstanding any other provision of this Agreement, during the 60-day period from and after a Change in Control (the “Exercise Period”), if the Committee shall determine at, or at any time after, the time of grant, an Executive holding a Option or SAR exercisable pursuant to Section 4.3(h) shall have the right, in lieu of the payment of the purchase price for the shares of the Company’s common stock being purchased under the Option or SAR and by giving notices to the Company, to elect (within the Exercise Period) to surrender all or part of the Option or SAR to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per share on the date of such election shall exceed the purchase price per share of Company’s common stock under the Option or SAR (the “spread”) multiplied by the number of shares of the Company’s common stock granted under the Option or SAR as to which the right granted under this Section 5.2 shall have been exercised.

     5.3 Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

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Article 6. The Company’s Payment Obligation

     6.1 Payment Obligations Absolute. Except as provided in this Article 6 and Article 7 , the Company’s obligation to make the payments and the arrangements provided for hereof shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as provided in this Article 6 and in Article 7, each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reasons whatsoever.

     The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

     6.2 Contractual Rights to Benefits. Subject to Article 1 and Sections 3.2 and 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which he may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

     6.3 Forfeiture of Severance Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. Additional forfeiture provisions may apply pursuant to other agreements and policies between the Executive and the Company, and any such forfeiture provisions shall remain in full force and effect.

Article 7. Dispute Resolution

     7.1 Claims Procedure. The Executive may file a written claim with the Company’s Senior Vice President of Human Resources, who shall consider such claim and notify the Executive in writing of his or her decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Senior Vice President of Human Resources determines is necessary to review the claim, provided that the Senior Vice President of Human Resources notifies the Executive in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Senior Vice President of Human Resources. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

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     7.2 Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8. Outplacement Assistance

     Following a Qualifying Termination (as described in Section 4.2) the Executive shall be reimbursed by the Company for the costs of all outplacement services incurred by the Executive within the two (2) year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to twenty thousand dollars ($20,000) and shall be completed by the end of the calendar year in which such two (2) year period expires.

Article 9. Section 409A

     Notwithstanding anything to the contrary in this Agreement, to the extent the Executive must be treated as a “specified employee” within the meaning of Section 409A of the Code (“Section 409A”), any Severance Benefits due to the Executive on or within the six (6) month period following the Executive’s actual termination date will accrue during such six (6) month period to the extent required by Section 409A and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive’s actual termination; provided, however, that such payments will be paid earlier, at the times and on the terms set forth in the applicable provisions of this Agreement, if the Company reasonably determines that the imposition of additional tax under Section 409A will not apply to an earlier payment of such payments. In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final Treasury regulations and guidance promulgated thereunder.

Article 10. Successors and Assignment

     10.1 Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effective date of any such succession shall be a material breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he had terminated his employment with the Company voluntarily for Good Reason. Except for the purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Effective Date of Termination.

     10.2 Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the

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Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 11. Miscellaneous

     11.1 Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, prior to the effective date of a CIC, may be terminated by either the Executive or the Company at any time, subject to applicable law.

     11.2 Beneficiaries. The Executive may designate one or more persons or entities as the primary and contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the Executive for more than fourteen (14) days, any Severance Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

     11.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

     11.4 Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

     11.5 Modification. Except as provided in Article 1 and Section 3.2, no provision of this Agreement may be modified, waived, or discharged following a CIC unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee, or by the respective parties’ legal representatives and successors.

     11.6 Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the Executive Severance Agreement between the Company and the Executive dated January 1, 2010, and is in lieu of any notice requirement, policy, or practice. Without limiting the generality of the preceding sentence, the Executive’s potential rights to severance pay, benefits, and notice under the Executive Change in Control Agreement (Tier I) dated January 1, 2008 (the “2008 Agreement”) shall be completely replaced and superseded by this Agreement and such 2008 Agreement shall be of no further force and effect. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company following a CIC. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

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     11.7 Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company	Executive
By:	By:
Its:	Name:
Date:	Date:

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EX-10.2

Exhibit 10.2

SRR Severance Tier I US

Form of Weyerhaeuser Company
Executive Severance Agreement

The following executive officers are covered by the Weyerhaeuser Company Executive Severance Agreement:

Daniel S. Fulton
Ernesta Ballard
Patricia M. Bedient
James M. Branson
Lawrence B. Burrows
Srinivasan Chandrasekaran
Miles P. Drake
Thomas F. Gideon
John A. Hooper
Sandy D. McDade

The terms and conditions of the agreement are the same for all participants except that upon termination the severance benefits paid to the Chief Executive Officer are equal to two times the executive’s base salary and bonus. The severance benefits paid to the remaining executive officers are equal to one and a half times their base salary and bonus.

SRR Severance Tier I US

Form of
Executive Severance Agreement
(Tier I)

Weyerhaeuser Company

January 1, 2010

SRR Severance Tier I US

Contents

Article 1.	Term of This Agreement	1
Article 2.	Definitions	1
Article 3.	Participation and Continuing Eligibility under this Agreement	3
Article 4.	Severance Benefits	3
Article 5.	Form and Timing of Severance Benefits	5
Article 6.	The Company’s Payment Obligation	5
Article 7.	Dispute Resolution	6
Article 8.	Outplacement Assistance	6
Article 9.	Successors and Assignment	7
Article 10.	Section 409A	7
Article 11.	Miscellaneous	7

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Weyerhaeuser Company
___________________ (Executive)
Severance Agreement (Tier I)

     THIS EXECUTIVE SEVERANCE AGREEMENT (Tier I) is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and __________________ (hereinafter referred to as the “Executive”).

     WHEREAS, the Board of Directors of the Company has approved the Company entering into severance agreements with certain key executives of the Company;

     WHEREAS, the Executive is a key executive of the Company;

     NOW THEREFORE, for good and valuable consideration, the Company and the Executive agree as follows:

Article 1. Term of This Agreement

     Subject to the provisions of Article 10, this Agreement will commence on the Effective Date and shall continue in effect for three (3) full calendar years. However, at any time prior to the end of such three-year (3) period and, at any time prior to the end of any extended term, the Committee may, in its discretion, extend the term of this Agreement for any period of time up to three (3) additional years. Notwithstanding the foregoing, this Agreement is subject to annual review and may be amended or otherwise modified by the Committee in its sole discretion subsequent to such annual review prior to the Effective Date of Termination.

Article 2. Definitions

     Whenever used in this Agreement, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized:

(a)	“Agreement” means this Executive Severance Agreement (Tier I).
(b)	“Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.
(c)	“Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 11.2.
(d)	“Board” means the Board of Directors of the Company.
(e)	“Cause” means the Executive’s:

(i) Willful and continued failure to perform substantially the Executive’s duties with the Company after the Company delivers to the Executive written demand for substantial performance specifically identifying the manner in which Executive has not substantially performed the Executive’s duties;

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(ii)	Conviction of a felony; or
(iii)	Willfully engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

     For purposes of this Section 2(e), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act or failure to act based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. For purposes of subsections (i)-(iii) above, the Executive shall not be deemed to be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board, the Executive is guilty of the conduct described in subsection (i) or (iii) above and specifying the particulars thereof in detail.

(f)	“CIC” of the Company shall have the definition set forth in the CIC Agreement.
(g)	“CIC Agreement” means the Executive Change in Control Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.
(h)	“Code” means the United States Internal Revenue Code of 1986, as amended.
(i)	“Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.
(j)	“Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.
(k)	“Disability” shall have the meaning ascribed to it in the Company’s Retirement Plan for Salaried Employees, or in any successor to such plan.
(l)	“Effective Date” means the date this Agreement is executed on behalf of the Company, or such other date as the Board shall designate.
(m)	“Effective Date of Termination” means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits hereunder.
(n)	“Executive” means a key executive of the Company who has been presented with and signed this Agreement.
(o)	“Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.

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(p)	“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).
(q)	“Qualifying Termination” means any of the events described in Section 4.2, the occurrence of which triggers the payment of Severance Benefits under Section 4.3.
(r)	“Retirement” shall mean early or normal retirement under the Company’s Retirement Plan for Salaried Employees.
(s)	“Severance Benefits” means Severance Benefits described in Section 4.3.

Article 3. Participation and Continuing Eligibility under this Agreement

     3.1 Participation. Subject to Section 3.2, as well as the remaining terms of this Agreement, the Executive shall remain eligible to receive benefits hereunder during the term of this Agreement.

     3.2 Removal From Coverage. In the event the Executive’s job classification is reduced below the minimum level required for eligibility to continue to be covered by severance protection as determined at the sole discretion of the Committee, the Committee may remove the Executive from coverage under this Agreement. Such removal shall be effective three (3) months after the date the Company notifies the Executive of such removal.

Article 4. Severance Benefits

     4.1 Right to Severance Benefits.

(a)	Subject to Section 4.1(b), the Executive shall be entitled to receive from the Company Severance Benefits, if the Executive’s employment with the Company shall end for any reason specified in Section 4.2, and the Executive is not (i) reemployed by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, or (ii) retained as a consultant or contractor by the Company or any subsidiary or affiliate of the Company, or (iii) retained as a consultant or contractor by an entity acquiring assets from the Company, unless the participation by the Executive has the prior written approval of the Company’s Senior Vice President of Human Resources.
(b)	If the Executive’s employment with the Company is terminated as a result of the acquisition (either through the sale of assets or the sale of stock) or the outsourcing of the services previously provided internally by Company employees of the unit in which the Executive was employed, and the Executive is employed by the acquiring entity, the Executive is not eligible to receive Severance Benefits hereunder.
	The Executive is not eligible to receive both severance benefits under the CIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s

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Effective Date of Termination falls within the window period described in Section 4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the CIC Agreement (potentially requiring additional payments to the extent the amounts already paid as Severance Benefits hereunder do not equal the amounts payable as severance benefits under the CIC Agreement).

     4.2 Qualifying Termination. An involuntary termination of the Executive’s employment by the Company, authorized by the Company’s Senior Vice President of Human Resources, for reasons other than Cause, mandatory Retirement under the Company’s applicable policies, or the Executive’s death, Disability, or voluntary termination of employment (whether by Retirement or otherwise) at any time other than within twenty-four (24) full calendar months following the effective date of a CIC shall trigger the payment of Severance Benefits to the Executive under this Agreement.

     4.3 Description of Severance Benefits. Subject to the conditions of Section 4.6, in the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 4.1 and 4.2, the Company shall pay to the Executive and provide him with the following:

(a)	An amount equal to _________ times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.
(b)	An amount equal to _________ times the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs.
(c)	An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the last day the Executive worked.
(d)	An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of bonuses otherwise payable under the Company’s applicable annual incentive plans.
(e)	A lump sum payment of ten thousand dollars ($10,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination.

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     4.4 Termination for Cause or by the Executive. If the Executive’s employment is terminated either (i) by the Company for Cause or (ii) by the Executive, the Company shall pay the Executive his full Base Salary and accrued vacation through the last day worked, at the rate then in effect, plus all other amounts to which the Executive is entitled under any compensation plans of the Company, at the time such payments are due, and the Company shall have no further obligations to the Executive under this Agreement.

     4.5 Notice of Termination. Any termination by the Company under this Article 4 shall be communicated by a Notice of Termination, unless the Executive is terminated for Cause, in which case no Notice of Termination is required. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

     4.6 Delivery of Non-Competition and Release Agreement. The payment of Severance Benefits is conditioned on the Executive’s timely execution of the Non-Competition and Release Agreement. The Company will deliver the Non-Competition and Release Agreement when it provides a Notice of Termination to the Executive. The Non-Competition and Release Agreement shall be deemed effective upon the expiration of the required waiting periods under any applicable state and/or federal laws, as more specifically described therein.

     To support the enforcement of the Non-Competition and Release Agreement, the parties agree that the minimum value of the Non-Competition and Release Agreement at the time this Agreement was entered into was at least 1.5 times the Executive’s Base Salary which has been built into the severance formula contained in Section 4.3.

     4.7 Removal From Representative Boards. In the event the terminating the Executive occupies any board of directors seats solely as a Company representative, as a condition to receiving the severance set forth in Section 4.3, the Executive shall immediately resign such position upon his termination of employment with the Company, unless specifically requested in writing by the Company otherwise.

Article 5. Form and Timing of Severance Benefits

     5.1 Form and Timing of Severance Benefits. The Severance Benefits described in Section 4.3 shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in Section 4.6, as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from the later of the Effective Date of Termination and the successful expiration of the waiting periods described in Section 4.6.

     5.2 Withholding of Taxes. The Company shall be entitled to withhold from any amounts payable under this Agreement all taxes as legally shall be required (including, without limitation, any United States federal taxes and any other state, city, or local taxes).

Article 6. The Company’s Payment Obligation

     6.1 Payment Obligations Absolute. Except as provided in this Article 6 and in Article 7, the Company’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without

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limitation, any offset, counterclaim, recoupment, defense, or other right that the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder shall be paid without notice or demand. Except as provided in Section 5.1, this Article 6 and in Article 7, each and every payment made hereunder by the Company shall be final, and the Company shall not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reasons whatsoever.

     6.2 Contractual Rights to Benefits. Subject to Sections 3.2 and 6.3, this Agreement establishes and vests in the Executive a contractual right to the benefits to which he may become entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

     6.3 Forfeiture of Severance Benefits and Other Payments. Notwithstanding any other provision of this Agreement to the contrary, if it is determined by the Company that the Executive has violated any of the restrictive covenants contained in the Executive’s Non-Competition and Release Agreement, the Executive shall be required to repay to the Company an amount equal to the economic value of all Severance Benefits and other payments already provided to the Executive under this Agreement and the Executive shall forever forfeit the Executive’s rights to any unpaid Severance Benefits and other payments hereunder. Additional forfeiture provisions may apply pursuant to other agreements and policies between the Executive and the Company, and any such forfeiture provisions shall remain in full force and effect.

Article 7. Dispute Resolution

     7.1 Claims Procedure. The Executive may file a written claim with the Company’s Senior Vice President of Human Resources, who shall consider such claim and notify the Executive in writing of his decision with respect thereto within ninety (90) days (or within such longer period not to exceed one hundred eighty (180) days, as the Senior Vice President of Human Resources determines is necessary to review the claim, provided that the Senior Vice President of Human Resources notifies the Executive in writing of the extension within the original ninety (90) day period). If the claim is denied, in whole or in part, the Executive may appeal such denial to the Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Senior Vice President of Human Resources. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

     7.2 Finality of Determination. The determination of the Committee with respect to any question arising out of or in connection with the administration, interpretation, and application of this Agreement shall be final, binding, and conclusive on all persons and shall be given the greatest deference permitted by law.

Article 8. Outplacement Assistance

     Following a Qualifying Termination (as described in Section 4.2), the Executive shall be reimbursed by the Company for the costs of all outplacement services obtained by the Executive

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within the two (2) year period after the Effective Date of Termination; provided, however, that the total reimbursement shall be limited to twenty thousand dollars ($20,000) and shall be completed by the end of the calendar year in which such two (2) year period expires.

Article 9. Successors and Assignment

     9.1 Successors to the Company. This Agreement shall be binding on the successors of the Company.

     9.2 Assignment by the Executive. This Agreement shall inure to the benefit of and be enforceable by each the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s Beneficiary. If the Executive has not named a Beneficiary, then such amounts shall be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.

Article 10. Section 409A

     All Severance Benefits payable under this Agreement are intended to comply with the “short term deferral” exception specified in Internal Revenue Service Notice 2005-1, or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”). Notwithstanding the foregoing sentence, to the extent such exception is not available and the Executive must be treated as a “specified employee” within the meaning of Section 409A of the Code (“Section 409A”), any Severance Benefits payable in cash and due to the Executive on or within the six (6) month period following the Executive’s actual termination date will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive’s actual termination; provided, however, that such payments will be paid earlier, at the times and on the terms set forth in the applicable provisions of this Agreement, if the Company reasonably determines that the imposition of additional tax under Section 409A will not apply to an earlier payment of such payments. In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final treasury regulations and guidance promulgated thereunder.

Article 11. Miscellaneous

     11.1 Employment Status. Except as may be provided under any other agreement between the Executive and the Company, the employment of the Executive by the Company is “at will,” and may be terminated by either the Executive or the Company at any time, subject to applicable law.

     11.2 Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under this Agreement. Such designation must be in the form of a signed writing acceptable to the Committee and pursuant to such other procedures as the Committee may decide. If no such designation is on file with the Company at the time of the Executive’s death, or if no designated Beneficiaries survive the

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Executive for more than fourteen (14) days, any Severance Benefits owing to the Executive under this Agreement shall be paid to the Executive’s estate.

     11.3 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

     11.4 Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect.

     11.5 Modification. Except as provided in Article 1 and Section 3.2, no provision of this Agreement may be modified, waived, or discharged following the Effective Date of Termination unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee, or by the respective parties’ legal representatives and successors.

     11.6 Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. Without limiting the generality of the preceding sentence, the Executive’s potential rights to severance pay, benefits, and notice under the Weyerhaeuser Company the Executive Severance Agreement (Tier I) dated January 1, 2008 (the “2008 Agreement”) shall be completely replaced and superseded by this Agreement and the 2008 Agreement shall be of no further force and effect. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the CIC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

     11.7 Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Washington shall be the controlling law in all matters relating to this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates appearing below.

Weyerhaeuser Company		Executive
By:		By:
	Its:		Name:
	Date:		Date:

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ANNEX A

NON-COMPETITION AND RELEASE AGREEMENT
FOR THE EXECUTIVE SEVERANCE AGREEMENT (TIER I)

1. Parties.

     The parties to this Non-Competition and Release Agreement are NAME (“the Executive”), and WEYERHAEUSER COMPANY, a Washington corporation, and all successors thereto (“Company”).

2. Date.

     The date of this Non-Competition and Release Agreement (this “Release Agreement”) is MONTH DAY, YEAR (DATE DELIVERED TO EXECUTIVE) (the “Date of this Agreement”).

3. Recitals.

     Executive’s employment with Company is ending. Executive is a participant in the Weyerhaeuser Company Executive Severance Agreement (Tier I) (“Severance Agreement”) and is eligible for Severance Benefits under the Severance Agreement on condition Executive executes a non-competition and release agreement. This Release Agreement sets forth the terms of Executive’s severance from Company.

4. Defined Terms.

     When defined terms from the Severance Agreement are used herein, they shall have the same definitions as provided in Article 2 of the Severance Agreement.

5. Termination of Employment.

     (NOTE: This Section 5 may be different depending on what arrangements are made with Executive about running out vacation or being paid for unused earned vacation.)

     Effective MONTH DAY, YEAR, Executive’s employment with Company shall terminate (“Termination Date”). Executive’s last day at work shall be MONTH DAY, YEAR, after which Employee will be on paid vacation through the Termination Date. Executive shall resign all positions with Company, whether as an officer, employee, or agent, in each case effective on the Termination Date.

6. Payments.

     Upon expiration of the Revocation Period, defined below, without exercise of the right to revoke, Executive shall receive or be entitled to receive the Severance Benefits and other payments to the extent set forth in the Severance Agreement, including, but not limited to, the forfeiture provisions of Section 6.3 thereof.

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7. Release.

     Executive hereby releases Company, and all successors, subsidiaries, and affiliates of Company, and all officers, directors, employees, agents, and shareholders of Company, and each of them, from any and all claims, liability, demands, rights, damages, costs, attorneys’ fees, and expenses of whatever nature that exist as of the date of execution of this Release Agreement, whether known or unknown, foreseen or unforeseen, asserted or unasserted, including, but not limited to, all claims arising out of Executive’s employment and/or Executive’s termination from employment, and including all claims arising out of applicable state and federal laws, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, state and federal Family Leave Acts, and any other applicable tort, contract, or other common law theories; provided, however, that this release shall not extend to any compensatory payments or other benefits due to Executive following the expiration of the Revocation Period pursuant to the terms and conditions of any applicable benefit plans, programs and agreements maintained by Company for the benefit of Executive or to which Company and Executive are parties.

8. Confidentiality Agreement.

     8.1 Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Company’s Confidential Information. As used herein, “Confidential Information” refers to any and all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information includes, but is not limited to, Company’s information about or related to (i) any current or planned products, (ii) research and development or investigations related to prospective products, (iii) proprietary software and systems, (iv) suppliers or customers, (v) cost information, profits, sales information, and accounting and unpublished financial information, (vi) business and marketing plans and methods, and (vii) any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company.

     8.2 Nondisclosure of Confidential Information. Executive acknowledges that the Confidential Information is a special, valuable, and unique asset of Company. Executive agrees to keep in confidence and trust all Confidential Information for so long as such information (i) is not generally known to the public or to persons outside Company who could obtain economic value from its use and (ii) is subject to efforts by Company that are reasonable under the circumstances to maintain its secrecy. Executive agrees that Executive will not directly or indirectly use the Confidential Information for the benefit of Executive or any other person or entity.

9. Nonsolicitation.

     9.1 Nonsolicitation of Employees. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any employee of Company, any successor corporation, or a subsidiary of Company to work for Executive or any competing company or competing business organization.

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     9.2 Nonsolicitation of Customers and Vendors. Executive agrees that for a period of two (2) years following the Termination Date, Executive shall not directly or indirectly solicit or attempt to induce any customer, vendor, or supplier of Company to end its relationship with Company and/or conduct business with Executive or any entity in which Executive has a financial interest.

10. Non-competition.

     Executive agrees that for a period of one (1) year following the Termination Date, Executive shall not directly or indirectly, whether as an employee, officer, director, shareholder, agent, or consultant, engage or participate in any business that competes with Company, provided that nothing in this Section 10 shall preclude Executive from (i) performing any services on behalf of an investment banking, commercial banking, auditing, or consulting firm or (ii) investing five percent (5%) or less in the common stock of any publicly traded company, provided such investment does not give Executive the right or ability to control or influence the policy decisions of any competing business.

11. Review and Rescission Rights.

     Executive has forty-five (45) days from the Date of this Agreement (the “Review Period”) within which to decide whether to sign this Release Agreement. If Executive signs this Release Agreement, Executive may revoke this Release Agreement if, within seven (7) days after signing (the “Revocation Period”), Executive delivers notice in writing to an Executive Compensation Manager of Company.

     This Release Agreement will not become effective, and the Severance Benefits dependent on the execution of this Release Agreement will not become payable, until this Release Agreement is signed, the Revocation Period expires, and Executive has not exercised the right to revoke this Release Agreement.

     Executive may sign this Release Agreement prior to the end of the forty-five (45) day Review Period, thereby commencing the seven (7) day Revocation Period. Whether Executive decides to sign before the end of the Review Period is entirely up to Executive.

     Executive will receive the same severance payments regardless of when Executive signs this Release Agreement, as long as Executive signs prior to the end of the Review Period and does not revoke this Release Agreement.

     Executive acknowledges that Executive’s release of rights is in exchange for Severance Benefits to which Executive otherwise legally would not be entitled.

12. Advice of Counsel.

     Executive acknowledges that Executive has been advised to consult with an attorney before signing this Release Agreement.

13. Disputes.

     Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the Severance Agreement. Notwithstanding the

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     provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

14. Governing Law.

     To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules.

15. Entire Agreement.

     All of the parties’ agreements, covenants, representations, and warranties, express or implied, oral or written, concerning the subject matter of this Release Agreement are contained in this Release Agreement. All prior and contemporaneous conversations, negotiations, agreements, representations, covenants, and warranties concerning the subject matter of this Release Agreement are merged into this Release Agreement. This is an integrated agreement.

16. Miscellaneous.

     The benefits and obligations of this Release Agreement shall inure to the successors and assigns of the parties. The parties acknowledge that the only consideration for this Release Agreement is the consideration expressly described herein, that each party fully understands the meaning and intent of this Release Agreement, that this Release Agreement has been executed voluntarily, and that the terms of this Release Agreement are contractual.

17. Severability.

     Executive agrees that each provision in this Release Agreement will be treated as a separate and independent clause, and the enforceability of any one clause will in no way impair the enforceability of any of the other clauses in this Release Agreement. Moreover, if one or more of the provisions contained in this Release Agreement, whether for the benefit of Executive or Company, are for any reason held to be excessively broad as to scope, activity, or subject so as to be unenforceable at law, such provision or provisions will be construed by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it then appears.

18. Section and Paragraph Titles.

     Section and paragraph titles in this Release Agreement are used for convenience only and are not intended to and shall not in any way enlarge, define, limit, or extend the rights or obligations of the parties or affect the interpretation of this Release Agreement.

WEYERHAEUSER COMPANY
By:		Date:
	Title:
[NAME OF EXECUTIVE]
		Date:

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EX-10.3

Exhibit 10.3

WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD

TERMS AND CONDITIONS

     Pursuant to your Grant Notice (the “Grant Notice”) and these Restricted Stock Award Terms and Conditions, Weyerhaeuser Company has granted you under its 2004 Long-Term Incentive Plan (the “Plan”) the number of restricted stock awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice. You may decline this Grant by notifying sally.wagner@weyerhaeuser.com within one month of the grant date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

     Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. Awards represent the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date, subject to the terms of this document and the Plan. You have no rights under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1. Vesting. The Awards will vest over a period of four years. No part of the Awards will vest until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Awards will vest, with an additional 25% of the Awards vesting on each of the second, third and fourth anniversary of the Grant Date. As of the fourth anniversary of the Grant Date, 100% of the Awards will be vested.

     Awards that have not vested in accordance with the preceding paragraph are subject to forfeiture as described in Section 3.

2. Conversion of Awards and Issuance of Shares. Upon each vesting of Awards, including vesting pursuant to Section 3, one share of Company Common Stock shall be issued for each Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. Thereafter, the Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9 hereof, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. Notwithstanding anything to the contrary, the delivery of vested Shares shall occur as soon as practicable after the vesting date, but in all events by a date which is within 2-1/2 months after the end of the calendar year in which such vesting occurs.

3. Termination of Employment. If your employment terminates before the Awards vest, vesting provisions for your Awards varies depending on the reason for termination of employment.

     (a) Termination Due to Death of the Participant. If you die while actively employed, your Awards are automatically 100% vested.

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     (b) Termination of Employment Due to Retirement or Early Retirement. If you terminate employment due to retirement or early retirement, any of your Awards that are not vested as of your termination date are forfeited upon termination and no longer have any value. No Shares will be issued or issuable with respect to any portion of the Awards that are forfeited.

     (c) Termination of Employment Due to Position Elimination. If your employment is terminated as a result of position elimination (regardless of your eligibility for retirement or early retirement), the Awards that are scheduled to vest at the next upcoming vesting date are automatically vested. All remaining Awards that have not vested are forfeited.

     (d) Termination of Employment Due to Disability or Disability Retirement. If you terminate employment due to Disability or Disability Retirement, your Awards are automatically 100% vested.

     As defined by the Company’s Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.” “Disability Retirement” means retirement as a result of a Disability, the onset of which occurred on or after the date you had accrued 10 years of Vesting Service.

     (e) Termination of Employment for Reason Other than Death, Position Elimination, Retirement, Early Retirement, Disability or Disability Retirement. If your employment is terminated for any reason other than death, position elimination, Retirement, Early Retirement, Disability or Disability Retirement, any Awards that are not vested are immediately forfeited.

     (f) Termination of Employment for Cause. If your employment is terminated for Cause, any Awards that are not vested are immediately forfeited at the time the Company first notifies you of your termination for Cause. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, and, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all Awards that vested during such period of investigation shall be immediately forfeited and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you. If any facts that would constitute termination for Cause are discovered after your termination of service, any Awards that are not vested may be immediately terminated by the Committee.

     “Cause” means: (i) willful and continued failure to perform substantially your duties with the Company after the Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

     4. Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to Awards that have not vested. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when unvested Awards are outstanding, you will be

credited with additional amounts for each unvested Award equal to the dividend that would have been paid with respect to such unvested Award if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and as determined by the Administrator may be reinvested in unvested Awards) and shall vest concurrently with the vesting of the unvested Awards upon which such dividend equivalent amounts were paid.

5. No Rights as Shareholder Until Vesting. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the unvested Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6. Securities Law Compliance. Notwithstanding any other provision of this award document, you may not sell the Shares acquired upon vesting of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7. Non-Transferability of Awards. Notwithstanding any other provision of this award document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process.

8. Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9. Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

     When an event occurs in connection with the Awards (e.g., vesting) that the company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), to the extent required by law, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

     The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied.

10. Grant Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11. No Right to Damages. You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12. Binding Effect. The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) The Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards; (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company; (d) Your participation in the Plan is voluntary; (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any; (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) The vesting of the Grant ceases upon your termination of employment for any reason and any unvested Awards will be forfeited; and (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty.

14. Employee Data Privacy. By receiving this Grant, you (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

EX-10.4

Exhibit 10.4

WEYERHAEUSER COMPANY
2004 LONG-TERM INCENTIVE PLAN

STOCK OPTION TERMS AND CONDITIONS

     Pursuant to your Stock Option Grant Notice (the “Grant Notice”) and these Stock Option Terms and Conditions, Weyerhaeuser Company has granted you an Option under its 2004 Long-Term Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice (the “Shares”) at the exercise price indicated in your Grant Notice. You may decline this Grant by notifying sally.wagner@weyerhaeuser.com within one month of the grant date. In the event you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

     Capitalized terms not explicitly defined in this document but defined in the Plan have the definitions given to such terms in the Plan. The Option is granted to you as a participant in the Plan and is subject to the terms and conditions set out in the Plan. In addition, the Option has the following terms and conditions:

1. Vesting. The Option will vest and become exercisable over a period of four years. No part of the Option will be exercisable until the one-year anniversary of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the Option will vest and be exercisable, with an additional 25% of the Option vesting and becoming exercisable on each of the second, third and fourth anniversary of the Grant Date. As of the fourth anniversary of the Grant Date, 100% of the Option will be vested and exercisable.

2. Term. The Options will expire at the time specified in your Grant Notice. Following that date, you will no longer be able to exercise the Option. In addition, the Option may terminate earlier than the tenth anniversary if your employment with Weyerhaeuser Company ceases for any reason. Transfer of employment between or among the Company and its subsidiaries is not considered termination of employment. Options that are not vested before their expiration date are forfeited and without value.

3. Change in Option Term as a Result of Termination of Employment. If your employment terminates before the Option has expired, the length of time during which you have a right to exercise the Option varies depending on the reason for termination of employment.

     (a) Termination as a Result of Death of the Participant. During your lifetime, this Option may be exercised only by you. If you die while actively employed, your Option is automatically 100% vested and your beneficiary or personal representative may exercise the Option at any time or from time to time within a maximum of one year after your date of death or during the remaining term of the grant if that is a shorter period of time.

     (b) Termination of Employment upon Retirement. If you qualify for retirement at the time of termination (after reaching age 65 or after reaching age 62 with 10 years or more of Vesting Service as defined in the Weyerhaeuser Company Retirement Plan for Salaried Employees), your Option is automatically 100% vested at your retirement date and you will be able to exercise the Option for the remaining term of the grant, up to a maximum of 10 years.

     (c) Termination of Employment upon Early Retirement If you retire before age 62, but not earlier than your 55^th birthday and you also have accrued a total of 10 years of Vesting Service (as defined in the Weyerhaeuser Company Retirement Plan for Salaried Employees) (“Early Retirement”), any portion of your Option that is not vested as of your retirement date is

forfeited and no longer has any value. You will be able to exercise any portion of your Option that has vested within a maximum of five years from your termination date, or during the remaining term of the grant if that is a shorter period of time.

     (d) Termination of Employment Due to Position Elimination. If your employment is terminated as a result of position elimination your Option will continue to vest for one year following your termination. All remaining unvested options will be cancelled. You will be able to exercise vested Options within a maximum of three years from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

     (e) Termination of Employment Due to Disability or Disability Retirement. If your employment is terminated as a result Disability or Disability Retirement, your Option is automatically 100% vested. You will be able to exercise vested Options within a maximum of one year from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

     As defined by the Company’s Retirement Plan for Salaried Employees, “Disability” means “a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrative Committee or any person or committee delegated by the Administrative Committee to make such determinations.” “Disability Retirement” means retirement as a result of a Disability, the onset of which occurred on or after the date you had accrued 10 years of Vesting Service.

     (e) Termination of Employment for Reason Other than Death, Position Elimination, Retirement, Early Retirement or Disability Retirement. If your employment is terminated for any reason other than death, position elimination, Retirement, Early Retirement or Disability Retirement, any portion of your Option that is not vested is forfeited and no longer has any value. You will be able to exercise any portion of your Option that has vested as of the date of your termination for a maximum of three calendar months from the date of termination, or during the remaining term of the grant if that is a shorter period of time.

     (f) Termination of Employment for Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your Termination for Cause, unless the Committee determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your rights under the Option likewise will be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Committee.

     “Cause” means: (i) willful and continued failure to perform substantially your duties with the Company after the Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company.

     The Option must be exercised within three months after termination of employment for reasons other than death or Disability and one year after termination of employment due to Disability to qualify for the beneficial tax treatment afforded Incentive Stock Options.

It is your responsibility to be aware of the date the Option terminates.

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4. Securities Law Compliance. Notwithstanding any other provision of this grant, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or if the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in compliance with such laws and regulations.

5. Incentive Stock Option Qualification. If your Option is designated as an Incentive Stock Option in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law. However, the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an Incentive Stock Option and the aggregate Fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the Internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. In addition, a portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

6. Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. If shares of stock obtained upon exercise of an Incentive Stock Option are tendered to pay the exercise price for another option less than one year after the exercise date of the Incentive Stock Option, the tender will be considered a disqualifying disposition. You may be subject to the alternative minimum tax at the time of exercise. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares. By accepting an Option designated as an Incentive Stock Option, you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

7. Method of Exercise. You may exercise the Option by giving notice to the Company or a brokerage firm designated or approved by the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) by tendering (either actually or by attestation) shares of Common Stock you have owned for at least six months (if such holding period is necessary to avoid a charge to the Company’s earnings); (d) to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required in accordance with procedures established by the Company; or (e) by any other method permitted by the Committee.

8. Withholding Taxes. As a condition to the exercise of any portion of an Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.

9. Option Not an Employment or Service Contract. Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other

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relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause.

10. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of Retirement, Disability or death) of the Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

11. Binding Effect. The terms and conditions of this grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

12. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. (a) The Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) The grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) All determinations with respect to any such future grants, including, but not limited to, the times when options will be granted, the number of shares subject to each option, the option price, and the time or times when each option will be exercisable, will be at the sole discretion of the Company; (d) Your participation in the Plan is voluntary; (e) The value of the Option is an extraordinary item of compensation that is outside the scope of your employment contract, if any; (f) The Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (g) The vesting of the Option ceases upon your Termination of Service for any reason except as may otherwise be explicitly provided in the Plan, the terms and conditions of this grant, or otherwise permitted by the Committee; (h) The future value of the Shares underlying the Option is unknown and cannot be predicted with certainty; and (i) If the Shares underlying the Option do not increase in value, the Option will have no value.

13. Employee Data Privacy. By receiving this award, you (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Option and the administration of the Plan; (b) waive any data privacy rights you may have with respect to such information; and (c) authorize the Company and its agents to store and transmit such information in electronic form.

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EX-10.5

Exhibit 10.5

Weyerhaeuser Real Estate Company
Management Short-Term Incentive Plan

Amended and Restated Effective January 1, 2009

January 1, 2009

This is the Weyerhaeuser Real Estate Company Management Short-Term Incentive Plan (the “Plan” or “STIP”).

I. PURPOSE AND PLAN OBJECTIVE

The purpose of the Weyerhaeuser Real Estate Company (WRECO) Management Short-Term Incentive Plan is to provide total pay opportunity competitive within the homebuilding industry, and to motivate key employees to achieve top performance in alignment with WRECO goals and objectives. Participants in the Plan are eligible to receive incentive Awards based on the absolute and relative performance of their Organization, achievement of critical business metrics, and individual performance. The Plan is designed to attract, retain and motivate Participants by providing opportunities to earn competitive total pay for top quartile performance within the homebuilding industry.

II. EFFECTIVE DATE

This Plan, which was originally approved by the Compensation Committee of the Weyerhaeuser Company Board of Directors, was effective January 1, 2004.

(a) The Plan is hereby amended and restated, effective January 1, 2009.

III. DEFINITIONS

(a)	“Award” means the amount of bonus granted to a Participant for an Award Year as determined under the terms of the Plan.
(b)	“Award Year” means the WRECO fiscal year for which the service is performed and for which a Participant may earn an Award.
(c)	“Base Salary” means the annual rate of pay for work performed by an employee that excludes any other pay element (e.g., bonus payments, car allowances, etc.).
(d)	“Business Metrics” are measurable goals that are critical to WRECO’s performance, and are used to partially fund the Plan. Business Metrics are selected for each Award Year by the WRECO President and approved by the Compensation Committee of the Weyerhaeuser Company Board of Directors.
(e)	“Company” means Weyerhaeuser Company and includes, where indicated by the context, its majority-owned subsidiaries.
(f)	“Disability” means a medical condition in which a Participant is entitled to total and permanent disability benefits under the Social Security Act and when a Participant incurs a termination of employment due to his or her medical condition.
(g)	“Employee” means any person who is actively employed on a salaried basis by or on behalf of WRECO or one of its Organizational Units.
(h)	“Funding Multiple” means a numeric factor, based upon a predetermined performance schedule, which is multiplied by the Base Salary and Target Bonus to determine the Award.

Weyerhaeuser Real Estate Company
Management Short-Term Incentive Plan
January 1, 2009
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(i)	“Holdback” means the portion of a Participant’s Award that exceeds three times a Participant’s Target Bonus (as described in Section VII(b)), and is a mandatory deferral held for a two year period, following the end of the Award Year, before payment is due.
(j)	“Holdback Account” means the amount of Holdback held by the Company through the Weyerhaeuser Company Deferred Compensation Plan in accordance with Section 4(c) of such Plan.
(k)	“Invested Capital” means total assets, less non-interest bearing liabilities and capitalized interest.
(l)	“Organization” or “Organizational Unit” means a business that is a part of WRECO or a wholly owned subsidiary of WRECO (e.g., Winchester Homes, Pardee Homes).
(m)	“Participant” means any Employee who is eligible under the terms of Section IV and is employed by WRECO or an Organizational Unit owned by WRECO at the end of the Award Year. Where appropriate in the context, “Participant” also means any former Participant.
(n)	“Retires” or “Retirement” means terminates employment from WRECO constituting early or normal retirement, as provided in the Weyerhaeuser Company Retirement Plan for Salaried Employees, as amended from time to time.
(o)	“Return on Investment” or “ROI” means WRECO annual earnings before interest and taxes, less Weyerhaeuser Company and WRECO memo charges, divided by a five-quarter average of Invested Capital.
(p)	“Target Bonus” or “Target Award” means the percentage of a Participant’s Base Salary as determined by the WRECO President and competitive data which establishes a Participant’s target bonus amount.
(q)	“WRECO” means Weyerhaeuser Real Estate Company and includes, where indicated by the context, its wholly owned subsidiaries.

IV. ELIGIBILITY

(a) General Eligibility Criteria

Employees who are eligible to participate in the Plan are limited to those who are selected by the WRECO President based on salary grade and/or significance of the position within or related to WRECO or the Organization.

Employees who are eligible to participate in the Plan may not participate in any other annual incentive plan offered by the Company.

(b) New Participants

Awards, if any, for Participants newly eligible to participate in the Plan during an Award Year will be prorated on a “time-in-eligible-position” basis.

(c) Terms of Eligibility

Awards, if any, for Participants who leave the Plan during an Award Year are described below. Any remaining Holdback Accounts, as defined herein, will vest and be paid under the terms and conditions of the Weyerhaeuser Company Deferred Compensation Plan.

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Management Short-Term Incentive Plan
January 1, 2009
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(i)	Retirement, Death, Disability and Job Elimination. Awards, if any, for Participants who terminate employment during an Award Year due to Retirement, death, Disability, or job elimination will be prorated on a “time-in-eligible-position” basis.
(ii)	Leave of Absence or Transfer. Awards, if any, for Participants who take a leave of absence or transfer to a position that is not eligible to participate in the Plan during an Award Year may be prorated on a “time-in-eligible-position” basis at the sole discretion of the WRECO President.
(iii)	Voluntary Termination. Awards, if any, for Participants who voluntarily terminate employment during an Award Year and who are not eligible for Retirement as defined herein, will not be eligible for Awards for that year.
(iv)	Involuntary Termination. Awards, if any, for Participants who are involuntarily terminated for cause or performance reasons will not be eligible for Awards for that year.

	PLAN PARTICIPATION
TERMINATION	Prorated	Discretionary	No	HOLDBACK ACCOUNT
REASON	Award	Award	Award	Vest	Discretionary	Forfeit
Retirement	ü			ü
Death	ü			ü
Disability	ü			ü
Job Elimination	ü			ü
Leave of Absence		ü			ü
Transfer to Ineligible Position		ü			ü
Voluntary Termination			ü			ü
Involuntary Termination for Cause or Performance			ü			ü

V. TARGET BONUS

Each Plan Participant is assigned a Target Bonus expressed as a percentage of Base Salary. A Target Bonus for each position is determined by the WRECO President.

VI. AWARD DETERMINATION

Awards will be determined based upon the performance of the Participant’s Organization as measured by the Organization’s ROI, competitive ROI ranking, Business Metrics and the Participant’s individual performance rating as measured against defined strategic goals.

(a) ROI Factor

ROI factors will be established for each Award Year by the WRECO President based on WRECO’s Cost of Capital and recent industry performance. Actual ROI results for each Participant’s Organizational Unit will be determined by the WRECO Accounting Department. Exhibit A includes a table of ROI factors for a full range of potential Organization ROI outcomes.

Weyerhaeuser Real Estate Company
Management Short-Term Incentive Plan
January 1, 2009
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(b) ROI Ranking Factor

The ROI Ranking Factor is determined based upon the Organization’s relative ROI rank within WRECO’s peer group of public homebuilding companies, selected by the WRECO President. For purposes of determining relative ranking for a specific Organization, WRECO and its subsidiary companies are excluded from the peer group. ROI rankings will be determined by the WRECO Finance and Planning Department, based on publicly available information. (See Exhibit A for the ROI ranking factor table).

(c) Business Metrics Factor

The WRECO President will select two to three results based Business Metrics, other than ROI, as an area of focus for each Award Year. Business Metrics funding factors are recommended by the WRECO President and approved by the Compensation Committee of the Weyerhaeuser Company Board of Directors. (See Exhibit A for the Business Metrics factor table).

(d) Performance Rating Factor

Each individual Participant’s performance goals will be established and reviewed for each Award Year by the Participant’s manager. Performance ratings will be recommended by the Participant’s manager and approved by the WRECO President. (Exhibit A includes a table of Performance Rating Factors associated with a range of potential individual performance ratings).

(e) Funding Multiple

A Funding Multiple for Participants in each Organizational Unit will be determined based on the ROI factor, ROI ranking factor, Business Metrics factor and the Participant’s performance rating factor. The actual Funding Multiple, if any, will be calculated as follows and will not exceed five times the Target Award.

FUNDING MULTIPLE = (ROI Factor + ROI Ranking Factor +
Business Metrics Factor) x Participant’s Performance Rating Factor

(f) Award Calculation

Each Participant’s Award is calculated as follows:

AWARD = Base Salary x Target Bonus x Funding Multiple (Not to exceed 5X max)

Exhibit A shows the Award calculations. This chart will be revised as appropriate for each Award Year.

Final Awards will be determined by the WRECO President and approved by the Weyerhaeuser Company CEO and the Compensation Committee of the Weyerhaeuser Company Board of Directors.

VII. PAYMENT OF AWARDS

(a) Payment of Awards Up to Three Times Target Bonus

Awards up to three times the Target Bonus will be paid in the year following the Award Year by March 15. All Awards under this Plan will be in cash and will be subject to appropriate tax withholding. Participants will be eligible to elect to defer payment under the provisions of the Weyerhaeuser Company Deferred Compensation Plan.

Weyerhaeuser Real Estate Company
Management Short-Term Incentive Plan
January 1, 2009
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(b) Payment of Awards in Excess of Three Times Target Bonus (HOLDBACK)

Awards in excess of three times Target Bonus (“Holdback”) will remain in a mandatory, interest bearing account through the minimum deferral period, and will be governed by the terms and conditions of the Weyerhaeuser Company Deferred Compensation Plan. Until such Holdback amounts are vested, the Compensation Committee of the Weyerhaeuser Company Board of Directors may deduct from such Holdback amounts, any reasonable sum, at their discretion, due to a restatement of income for the Plan Period or a material adjustment to income for the Plan Period, recorded in subsequent years.

Each Participant may appoint a beneficiary or beneficiaries to receive payments after his or her death. The appointment shall be made on a form supplied by WRECO and may be revoked or superseded at any time by filing a new beneficiary designation with WRECO. The most recent valid beneficiary designation on file with WRECO at the time of the Participant’s death will be controlling. If a married Participant designates someone other than his or her spouse as a primary beneficiary, then the designation will have no effect as to the Participant’s interest under the Plan unless the spouse has consented in writing to the designation of such beneficiary and such consent is notarized by a notary public. If the Participant does not have a valid beneficiary designation on file with WRECO at the time of his or her death, or if all of the Participant’s designated beneficiaries predecease the Participant, then the Participant’s beneficiary will be the Participant’s estate. For purposes of the Plan, “spouse” means the person who is recognized as the Participant’s lawful spouse under applicable state law.

VIII. RIGHT TO AMEND OR TERMINATE

This Plan may be amended or terminated at any time by the Compensation Committee of the Weyerhaeuser Company Board of Directors. The Compensation Committee of the Weyerhaeuser Company Board of Directors has the right to amend the Plan or to delegate the right amend the Plan at any time.

IX. CONTINUATION RIGHTS

No Participant shall have any right or interest in the Plan or in its continuance or in his or her continued participation in the Plan. The existence of the Plan does not extend to any Participant a right to continued employment with WRECO, an Organizational Unit or Weyerhaeuser Company.

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Management Short-Term Incentive Plan
January 1, 2009
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X. PLAN ADMINISTRATION

The administration of the Plan is the responsibility of the Director, Human Resources for WRECO. To the extent necessary to carry out such administration, the Senior Vice President, Human Resources for Weyerhaeuser Company has the power and authority to construe and interpret the provisions of the Plan, and to adopt, amend and rescind Plan rules.

XI. ADDITIONAL PROVISIONS

Award payments will be treated as compensation for purposes of other benefits maintained by WRECO or the Company only to the extent provided under the terms of the governing documents for such other benefits.

Nothing in the Plan will be construed to limit the right of WRECO or the Company to establish, alter or terminate any other forms of incentives or other compensation or benefits.

The Plan and payments hereunder are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to the maximum extent possible. To the extent Code Section 409A is applicable, the Plan is intended to comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan to the contrary, with respect to any payments and benefits under the Plan to which Code Section 409A applies, all references in the Plan to the termination of a participant’s employment are intended to mean his or her “separation from service,” within the meaning of Code Section 409A. Moreover, notwithstanding any provision in the Plan to the contrary, WRECO or the Company may (but has no obligation to do so), at any time and without the consent of any Participant, modify the terms of the Plan as it determines appropriate to avoid or mitigate the imposition of additional taxes under Code Section 409A. Notwithstanding the foregoing, no provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from a Participant or any other individual to the Company or any of its affiliates, employees or agents.

Any Award paid under the Plan is an unfunded obligation of the Company. The Company is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to this obligation. The creation or maintenance of any account with the Company’s general funds with respect to the Plan shall not create or constitute a trust or create any vested interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No right or interest conferred on any Participant pursuant to the Plan shall be assignable or transferable, either by voluntary or involuntary act or by operation of law.

Regardless of the location or residence of any Participant or Employee, the Plan will be governed by the laws of the State of Washington, without giving effect to its conflict of laws principles.

EX-10.6

Exhibit 10.6

Weyerhaeuser Real Estate Company
Management Long-Term Incentive Plan
Amended and Restated Effective January 1, 2009

January 1, 2009

This is the Weyerhaeuser Real Estate Company Management Long-Term Incentive Plan (the “Plan” or “LTIP”).

I. PURPOSE AND PLAN OBJECTIVE

The purpose of the Weyerhaeuser Real Estate Company (WRECO) Management Long-Term Incentive Plan is to provide total pay opportunity competitive within the homebuilding industry, and to motivate key employees to achieve top performance in alignment with WRECO goals and objectives. Participants in the Plan are eligible to receive incentive Awards based on the long-term performance of WRECO and their Organization measured against defined strategic goals.

The Plan is designed to accomplish the following objectives:

• Motivate Participants to achieve key business objectives at the WRECO and Organization levels.

• Attract, retain and motivate Participants by providing opportunities to earn competitive total pay for top quartile, competitive performance results in the homebuilding industry.

• Reinforce the value of teamwork across WRECO.

• Motivate Participants to support an allocation of capital that generates the best overall outcome for Weyerhaeuser Company.

II. EFFECTIVE DATE

This Plan, which was originally approved by the Compensation Committee of the Weyerhaeuser Company Board of Directors, was effective January 1, 2004.

(a) The Plan is hereby amended and restated, effective January 1, 2009.

III. DEFINITIONS

(a)	“Award” means the cash amount granted to a Participant for a Plan Period as determined under the terms of the Plan.
(b)	“Company” means Weyerhaeuser Company and includes, where indicated by the context, its majority-owned subsidiaries.
(c)	“Cost of Capital” means the minimum Return on Investment necessary to satisfy stakeholders.
(d)	“Disability” means a medical condition in which a Participant is entitled to total and permanent disability benefits under the Social Security Act and when a Participant incurs a termination of employment due to his or her medical condition.
(e)	“Employee” means any person who is actively employed on a salaried basis by or on behalf of WRECO or one of its Organizational Units.

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Management Long-Term Incentive Plan
January 1, 2009
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(f)	“Funding Schedule” means a schedule or chart which indicates the Share Value associated with WRECO’s and the Organizational Unit’s Pre-Tax Economic Profit for a three year Plan Period.
(g)	“Invested Capital” means total assets, less non-interest bearing liabilities and capitalized interest.
(h)	“Organization” or “Organizational Unit” means a business that is a part of WRECO or a wholly owned subsidiary of WRECO (e.g., Winchester Homes).
(i)	“Participant” means any Employee who is eligible under the terms of Section IV and is employed by WRECO or an Organizational Unit owned by WRECO, its wholly owned subsidiaries at the end of the Plan Period. Where appropriate in the context, “Participant” also means any former Participant.
(j)	“Plan Period” means the three consecutive WRECO fiscal years for which cumulative earnings are measured to determine the plan funding.
(k)	“Pre-Tax Earnings” means WRECO or Organizational Unit earnings before deducting federal and state income taxes.
(l)	“Pre-Tax Economic Profit” or “PTEP” means annual WRECO or Organizational Unit earnings before interest and taxes, net of Weyerhaeuser Company and/or WRECO memo charges, and less a charge equal to the Cost of Capital multiplied by the most recent five-quarter average of Invested Capital.
(m)	“Retires or Retirement” means terminates employment from WRECO constituting early or normal retirement, as provided in the Weyerhaeuser Company Retirement Plan for Salaried Employees, as amended from time to time.
(n)	“Return on Investment” or “ROI” means the amount determined by dividing WRECO’s annual earnings before interest and taxes net of Weyerhaeuser Company and/or WRECO memo charges, divided by the most recent five-quarter average of Invested Capital.
(o)	“ROI Ranking” for purposes of this Plan means the ranking of WRECO’s Three-Year ROI among its peer group of public homebuilding companies. The peer group is determined by the WRECO President.
(p)	“Shares” means a number of units awarded to a Participant for purposes of calculating the Long-Term Incentive Plan Award. Shares are not traded or exchangeable, and do not represent shares of Weyerhaeuser Company, WRECO stock or an interest in any Organizational Unit.
(q)	“Share Value” means the value of Shares awarded to a Participant for purposes of calculating the Long-Term Incentive Plan Award.
(r)	“Three-Year ROI” means the amount determined by dividing the sum of earnings before interest and taxes net of Weyerhaeuser Company and/or WRECO memo charges for the three-year Plan Period, divided by average of Invested Capital for the thirteen quarters in the Plan Period. The Three-Year ROI for WRECO and each competitor will be determined by the WRECO Finance and Planning Department based on internal and public financial information.
(s)	“WRECO” means Weyerhaeuser Real Estate Company and includes, where indicated by the context, its Organizational Units.

IV. ELIGIBILITY

(a) General Eligibility Criteria

Employees who are Participants in the Plan are limited to those who are selected by the WRECO President based on salary grade and/or significance of the position within or related to WRECO or the Organization.

Participants may also participate in other long-term incentive plans offered by the Company excluding the Weyerhaeuser Company Performance Share Contribution Plan.

Weyerhaeuser Real Estate Company
Management Long-Term Incentive Plan
January 1, 2009
Page 3 of 6

(b) New Participants

Participants may be eligible for a grant of Shares for the three year Plan Period typically beginning with February grants in the year following the year of hire with WRECO or an Organizational Unit.

At the sole discretion of the WRECO President, Participants may be granted Shares for Plan Periods which already have commenced when the Participant is added to the Plan.

(c) Eligibility of Plan Participation

Generally, to be eligible to become a Participant, Employees must be actively employed by WRECO or an Organizational Unit and selected by the WRECO President when Shares are granted for a Plan Period to be eligible to receive Shares. Participants who terminate employment for any reason or who are on leave of absence or transfer to a position that is not eligible to participate in the Plan before Shares are granted for a Plan Period, shall not be eligible for a grant of Shares for such Plan Period. Shares previously granted, if any, will be retained or forfeited, for Participants who leave the Plan during a Plan Period, as described below.

(i)	Retirement, Death, Disability and Job Elimination`. Participants who terminate employment due to Retirement, death, Disability, or job elimination will retain existing Shares previously granted and will be eligible for payment of Awards (if any) at the end of the three year Plan Period.
(ii)	Leave of Absence or Transfer. Participants who take a leave of absence, or transfer to another position within Weyerhaeuser Company or any of it’s wholly owned subsidiaries that is not eligible to participate in the Plan, may retain existing Shares previously granted at the sole discretion of the WRECO President. Any Shares retained will be eligible for payment at the end of the three year Plan Period.
(iii)	Voluntary Termination. Participants who voluntarily terminate employment and who are not eligible for Retirement will forfeit any Shares previously granted for Plan Periods that have not ended. Such Shares previously granted will be of no value for purposes of calculating Awards.
(iv)	Involuntary Termination. Any Shares previously granted for Plan Periods that have not ended will be forfeited in the event of termination for cause or performance reasons, and will be of no value for purposes of calculating Awards.

	PLAN PARTICIPATION
TERMINATION REASON	Retain Shares		Discretionary		Forfeit Shares
Retirement		ü
Death		ü
Disability		ü
Job Elimination		ü
Leave of Absence				ü
Transfer (to Ineligible Position)				ü
Voluntary Termination						ü
Involuntary Termination for Cause or Performance						ü

Weyerhaeuser Real Estate Company
Management Long-Term Incentive Plan
January 1, 2009
Page 4 of 6

V. AWARD DETERMINATION

Each Participant’s Award is determined as follows:

WRECO PTEP Share Value plus
Organization PTEP Share Value plus
ROI Ranking Share Value
equals
Total Share Value
times
Number of Shares Granted
equals
Total LTIP Award

Shares, if any, will be granted by the WRECO President for each Plan Period, typically by March 1 of the first year of each Plan Period. The number of Shares granted to a Participant for a Plan Period will be based on (a) position/role, (b) the Organization’s contribution to earnings and/or growth in earnings, and (c) contribution to other WRECO strategic objectives.

Share Values are determined by Funding Schedules based on achievement of cumulative WRECO Pre-Tax Economic Profit, Organization Pre-Tax Economic Profit and competitive ROI ranking for each three year Plan Period.

The Funding Schedule for each three year Plan Period is typically distributed to participants by March 15 of the first year of a Plan Period.

Organizational Pre-Tax Economic Profit Share Value will generally be determined based on the Organization where the Participant was employed, at the time LTIP Shares were granted. In situations where a Participant transfers to a different Organization during a Plan Period, the WRECO President has the discretion to change the Organization for which Organizational PTEP Share Value will be determined.

VI. PAYMENT OF AWARDS

All Awards under this Plan will be in cash and will be subject to appropriate tax withholding.

All Awards will be paid by March 15 of the year following completion of each three year Plan Period.

Final funding will be determined by the WRECO President and approved by the Weyerhaeuser Company CEO and the Compensation Committee of the Weyerhaeuser Company Board of Directors.

Weyerhaeuser Real Estate Company
Management Long-Term Incentive Plan
January 1, 2009
Page 5 of 6

Each Participant may appoint a beneficiary or beneficiaries to receive payments after his or her death. The appointment shall be made on a form supplied by WRECO and may be revoked or superseded at any time by filing a new beneficiary designation with WRECO. The most recent valid beneficiary designation on file with WRECO at the time of the Participant’s death will be controlling. If a married Participant designates someone other than his or her spouse as a primary beneficiary, then the designation will have no effect as to the Participant’s interest under the Plan unless the spouse has consented in writing to the designation of such beneficiary and such consent is witnessed by a notarized notary public.

If the Participant does not have a valid beneficiary designation on file with WRECO at the time of his or her death, or if all of the Participant’s designated beneficiaries predecease the Participant, then the Participant’s beneficiary will be the Participant’s estate. For purposes of the Plan, “spouse” means the person who is recognized as the Participant’s lawful spouse under applicable state law.

VII. RIGHT TO AMEND OR TERMINATE

This Plan may be amended or terminated at any time by the Compensation Committee of the Weyerhaeuser Company Board of Directors. The Compensation Committee of the Weyerhaeuser Company Board of Directors has the right to amend the Plan or to delegate the right to amend the Plan at any time.

VIII. CONTINUATION RIGHTS

No Participant shall have any right or interest in the Plan or in its continuance or in his or her continued participation in the Plan. The existence of the Plan does not extend to any Participant a right to continued employment with WRECO, an Organizational Unit or Weyerhaeuser Company.

IX. PLAN ADMINISTRATION

The administration of the Plan is the responsibility of the Director, Human Resources for WRECO. To the extent necessary to carry out such administration, the Senior Vice President, Human Resources for Weyerhaeuser Company has the power and authority to construe and interpret the provisions of the Plan, and to adopt, amend and rescind Plan rules.

X. ADDITIONAL PROVISIONS

Award payments will be treated as compensation for purposes of other benefits maintained by WRECO or the Company only to the extent provided under the terms of the governing documents for such other benefits.

Nothing in the Plan will be construed to limit the right of WRECO or the Company to establish, alter or terminate any other forms of incentives or other compensation or benefits.

Weyerhaeuser Real Estate Company
Management Long-Term Incentive Plan
January 1, 2009
Page 6 of 6

The Plan and payments hereunder are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) to the maximum extent possible. To the extent Code Section 409A is applicable, the Plan is intended to comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan to the contrary, with respect to any payments and benefits under the Plan to which Code Section 409A applies, all references in the Plan to the termination of a Participant’s employment are intended to mean his or her “separation from service,” within the meaning of Code Section 409A. Moreover, notwithstanding any provision in the Plan to the contrary, WRECO or the Company may (but has no obligation to do so), at any time and without the consent of any Participant, modify the terms of the Plan as it determines appropriate to avoid or mitigate the imposition of additional taxes under Code Section 409A. Notwithstanding the foregoing, no provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with Code Section 409A from a Participant or any other individual to the Company or any of its affiliates, employees or agents.

Any Award paid under the Plan is an unfunded obligation of the Company. The Company is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to this obligation. The creation or maintenance of any account with the Company’s general funds with respect to the Plan shall not create or constitute a trust or create any vested interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No right or interest conferred on any Participant pursuant to the Plan shall be assignable or transferable, either by voluntary or involuntary act or by operation of law.

Regardless of the location or residence of any Participant or Employee, the Plan will be governed by the laws of the State of Washington, without giving effect to its conflict of laws principles.