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 15, 2006

(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

EXHIBIT 10.1

EXHIBIT 10.2

EXHIBIT 10.3

EXHIBIT 10.4

EXHIBIT 10.5

EXHIBIT 10.6

EXHIBIT 10.7

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 15, 2006, the Compensation Committee of the Board of Directors of Weyerhaeuser Company approved the following agreements to be entered into by the company and certain officers of the company:

(a)	Weyerhaeuser Company Long Term Incentive Plan Stock Option Agreement
(b)	Weyerhaeuser Company Long Term Incentive Plan Performance Plan Award Agreement
(c)	Weyerhaeuser Company Long Term Incentive Plan SAR Agreement
(d)	Weyerhaeuser Company Long Term Incentive Plan SAR Agreement (Tandem)
(e)	Weyerhaeuser Company Executive Change of Control Agreement (Tier 1)
(f)	Weyerhaeuser Company and Weyerhaeuser Company Limited Executive Change of Control Agreement (Tier 1)
(g)	Weyerhaeuser Company Executive Severance Agreement (Tier 1)

Copies of the agreements are attached hereto as Exhibits 10.1 through 10.7, to which reference is made for a full statement of their terms and provisions.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) The following items are filed as exhibits to this report:

10.1	Weyerhaeuser Company Long Term Incentive Plan Stock Option Agreement
10.2	Weyerhaeuser Company Long Term Incentive Plan Performance Plan Award Agreement
10.3	Weyerhaeuser Company Long Term Incentive Plan SAR Agreement
10.4	Weyerhaeuser Company Long Term Incentive Plan SAR Agreement (Tandem)
10.5	Weyerhaeuser Company Executive Change of Control Agreement (Tier 1)
10.6	Weyerhaeuser Company and Weyerhaeuser Company Limited Executive Change of Control Agreement (Tier 1)
10.7	Weyerhaeuser Company Executive Severance Agreement (Tier 1)

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/   Steven J. Hillyard
	Its:	Vice President and
		Chief Accounting Officer
		Date: February 15, 2006

EX-10.1

EXHIBIT 10.1

                              WEYERHAEUSER COMPANY
                          2004 LONG-TERM INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock
Option Agreement, 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. Capitalized terms not explicitly
defined in this Stock Option Agreement 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 two years 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 ten (10) years or more of Vesting Service as defined in the
Weyerhaeuser Company Retirement Plan for Salaried Employees), your Option will
automatically be 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 OR DISABILITY
RETIREMENT. If you retire before age 62, but not earlier than your 55th 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"), your Option will continue to
vest according to the vesting schedule described above and 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. In addition, if you do not qualify for
Retirement or Early Retirement, but retire as a result of a Disability, the
onset of which occurred on or after the date you had accrued 10 years of Vesting
Service ("Disability Retirement"), your Option will continue to vest according
to the schedule described above and 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.

      "Disability" means " a medical condition in which a person is either
entitled to total and permanent disability benefits under the Social Security
Act or judged to be totally and permanently disabled by any person or committee
entitled to make such determinations pursuant to the Company's Retirement Plan
for Salaried Employees.

      (d) TERMINATION OF EMPLOYMENT DUE TO POSITION ELIMINATION OR DISABILITY.
If your employment is terminated as a result of position elimination or
Disability, your Option will continue to vest according to the schedule
described above and 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 FOR REASON OTHER THAN POSITION ELIMINATION,
RETIREMENT, EARLY RETIREMENT OR DISABILITY RETIREMENT. If your employment is
terminated for any reason other than 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.

                                       2



IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE THE OPTION TERMINATES.

4. SECURITIES LAW COMPLIANCE. Notwithstanding any other provision of this
Agreement, 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.

                                       3



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 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. This Agreement 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. By entering into this Agreement and accepting the grant of the
Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (b) that
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) that 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) that your participation in the Plan is voluntary; (e) that the
value of the Option is an extraordinary item of compensation that is outside the
scope of your employment contract, if any; (f) that 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) that the vesting of the
Option ceases upon your Termination of Service for any reason except as may
otherwise be explicitly provided in the Plan or this Agreement or otherwise
permitted by the Committee; (h) that the future value of the Shares underlying
the Option is unknown and cannot be predicted with certainty; and (i) that if
the Shares underlying the Option do not increase in value, the Option will have
no value.

13. EMPLOYEE DATA PRIVACY. By entering this Agreement, 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.

                                       4

EX-10.2

EXHIBIT 10.2

                              WEYERHAEUSER COMPANY
                          2004 LONG-TERM INCENTIVE PLAN

                        PERFORMANCE PLAN AWARD AGREEMENT

      Pursuant to your Grant Notice (the "Grant Notice") and this Performance
Plan Award Agreement, Weyerhaeuser Company has granted you under its 2004
Long-Term Incentive Plan (the "Plan") the target number of Performance Plan
Awards ("Awards") indicated in your Grant Notice at the market value indicated
in your Grant Notice. Capitalized terms not explicitly defined in this Grant
Agreement 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 based upon satisfaction
of certain performance criteria, and subject to the terms of this Agreement 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. You can earn the Awards based on the Company's performance in
achieving cumulative business targets of RONA Spread relative to certain
performance peers over a three-year period commencing on 12/26/2005 and ending
12/28/2008 ("Performance Period"). Awards vest at the end of the Performance
Period subject to the provisions of Section 3, Termination of Employment.

Performance against the targets will be subject to payout calculations as
follows:



     PERFORMANCE ACHIEVED                                 PAYMENT
- -------------------------------                 -------------------------
                                             
Below minimum performance                       No payment

Minimum (threshold) performance                 20% of grant may be paid

Target performance                              100% of grant may be paid

Maximum performance                             200% of grant may be paid


Payment for performance between thresholds will be determined on a pro-rata
basis.

      Awards that have not vested at the end of the Performance Period in
accordance with the preceding paragraph are forfeited and no longer have any
value. No Shares will be issued or issuable with respect to any portion of the
Awards that do not vest at the end of the Performance Period.



2. CONVERSION OF AWARDS AND ISSUANCE OF SHARES. Upon each vesting of Awards, 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 Agreement.
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 Agreement.

3. TERMINATION OF EMPLOYMENT. Upon termination of your employment for any reason
(including as a result of death or disability), any of your Awards that are not
vested are forfeited and no longer have any value. No Shares will be issued or
issuable with respect to any portion of the Awards that are forfeited.

4. DIVIDENDS. Except as otherwise specifically provided in this Agreement, 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 shall 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
Agreement, 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
Agreement, 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. You acknowledge that 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 are aware that
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. Prior to executing this Agreement, you either have
consulted 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 or have had the opportunity to consult with
such a tax advisor but chose not to do so.



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 Award 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 shall 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. This Grant Agreement 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. By entering into this Grant Agreement and accepting the Grant
evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature
and may be suspended or terminated by the Company at any time; (b) that the
Grant is a one-time benefit that does not create any contractual or other right
to receive future grants of performance plan awards; (c) that all determinations
with respect to any such future grants, including, but not limited to, the times
when grants will be made, the number of performance plan 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) that your
participation in the Plan is voluntary; (e) that the value of the Grant is an
extraordinary item of compensation that is outside the scope of your employment
contract, if any; (f) that 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) that the vesting of the Grant ceases upon your
termination of employment for any reason and any unvested Awards will be
forfeited; and (h) that the future value of the Shares underlying the Grant is
unknown and cannot be predicted with certainty.

14. EMPLOYEE DATA PRIVACY. By entering into this Agreement, 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-10.3

EXHIBIT 10.3

                              WEYERHAEUSER COMPANY
                          2004 LONG-TERM INCENTIVE PLAN

                                 GRANT AGREEMENT

Pursuant to your Grant Notice (the "Grant Notice") and this Grant Agreement,
Weyerhaeuser Company has granted you a stock appreciation right ("SAR") under
its 2004 Long-Term Incentive Plan (the "Plan") based on the number of shares of
the Company's Common Stock (the "Shares") indicated in your Grant Notice at the
grant price equal to the market value of the related Share that is indicated in
your Grant Notice. Capitalized terms not explicitly defined in this Grant
Agreement but defined in the Plan have the definitions given to such terms in
the Plan. The Grant is made to you as a participant in the Plan and is subject
to the terms and conditions set out in the Plan. In addition, the Grant has the
following terms and conditions:

1. VESTING. The Grant will vest and become exercisable over a period of four
years. No part of the Grant will be exercisable until the one-year anniversary
of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the
Grant will vest and be exercisable, with an additional 25% of the Grant 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
Grant will be vested and exercisable.

2. TERM. The Grant will expire at the time specified in your Grant Notice.
Following that date, you will no longer be able to exercise the SAR. In
addition, the Grant 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. Grants that are not vested before their expiration
date are forfeited and without value.

3. CHANGE IN GRANT TERM AS A RESULT OF TERMINATION OF EMPLOYMENT. If your
employment terminates before the Grant has expired, the length of time during
which you have a right to exercise the Grant varies depending on the reason for
termination of employment.

      (a) TERMINATION AS A RESULT OF DEATH OF THE PARTICIPANT. During your
lifetime, this Grant may be exercised only by you. If you die while actively
employed, your Grant is automatically 100% vested and your beneficiary or
personal representative may exercise the Grant at any time or from time to time
within a maximum of two years 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 ten (10) years or more of Vesting Service as defined in the
Weyerhaeuser Company Retirement Plan for Salaried Employees) your Grant will
automatically be 100% vested at your retirement date and you will be able to
exercise the Grant for the remaining term of the grant, up to a maximum of 10
years.

      (c) TERMINATION OF EMPLOYMENT UPON EARLY RETIREMENT OR DISABILITY
RETIREMENT. If you retire before age 62, but not earlier than your 55th 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"), your Grant will continue to
vest according to the vesting schedule described above and you will be able to
exercise any portion of your Grant 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. In addition, if you do not qualify for
Retirement or Early Retirement, but retire as a result of a Disability, the
onset of which occurred on or after the date you had accrued 10 years of Vesting
Service ("Disability Retirement"), your Grant will continue to vest according to
the schedule described above and you will be able to exercise any portion of
your Grant 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.

      "Disability" means " a medical condition in which a person is either
entitled to total and permanent disability benefits under the Social Security
Act or judged to be totally and permanently disabled by any person or committee
entitled to make such determinations pursuant to the Company's Retirement Plan
for Salaried Employees.

      (d) TERMINATION OF EMPLOYMENT DUE TO POSITION ELIMINATION OR DISABILITY.
If your employment is terminated as a result of position elimination or
Disability, your Grant will continue to vest according to the schedule described
above and you will be able to exercise vested portions of the Grant 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 FOR REASON OTHER THAN POSITION ELIMINATION,
RETIREMENT, EARLY RETIREMENT OR DISABILITY RETIREMENT. If your employment is
terminated for any reason other than position elimination, Retirement, Early
Retirement or Disability Retirement, any portion of your Grant that is not
vested is forfeited and no longer has any value. You will be able to exercise
any portion of your Grant 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 Grant
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 Grant
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 portion of the Grant 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.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE THE GRANT TERMINATES.

                                       2



4. SECURITIES LAW COMPLIANCE. Notwithstanding any other provision of this
Agreement, you may not exercise the SAR included in the Grant unless the Company
has determined that such exercise and issuance would comply with the
requirements of the Securities Act. The exercise of the SAR must also comply
with other applicable laws and regulations governing the SAR, and you may not
exercise the SAR if the Company determines that such exercise would not be in
compliance with such laws and regulations.

      5. METHOD OF EXERCISE AND PAYMENT. You may exercise the SAR 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 SAR and the number of Shares with respect to which you
are exercising the SAR. Upon exercise of the SAR, you will be entitled to
receive a cash payment equal to the market price of the Company's Shares at the
time of exercise minus the grant price, multiplied by the number of Shares with
respect to which the SAR is exercised.

6. WITHHOLDING TAXES. As a condition to the exercise of any portion of a Grant,
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.

7. 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.

8. 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 Grant within
three months (one year in the case of Retirement, Disability or death) of the
Termination of Service or if any portion of the Grant 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.

9. BINDING EFFECT. This Grant Agreement 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.

10. LIMITATION ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM OF
COMPENSATION. By entering into this Grant Agreement and accepting the Grant
evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature
and may be suspended or terminated by the Company at any time; (b) that the
Grant is a one-time benefit that does not create any contractual or other right
to receive future grants of SARs, options, or benefits in lieu of options; (c)
that all determinations with respect to any such future grants, including, but
not limited to, the times when grants will be made, the number of shares 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) that your
participation in the Plan is voluntary; (e) that the value of the Grant is an
extraordinary item of compensation that is outside the scope of your employment
contract, if any; (f) that 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

                                       3



retirement benefits or similar payments; (g) that the vesting of the Grant
ceases upon your Termination of Service for any reason except as may otherwise
be explicitly provided in the Plan or this Grant Agreement or otherwise
permitted by the Committee; (h) that the future value of the Shares underlying
the Grant is unknown and cannot be predicted with certainty; and (i) that if the
Shares underlying the Grant do not increase in value, the Grant will have no
value.

11. EMPLOYEE DATA PRIVACY. By entering into this Agreement, 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.

                                       4

EX-10.4

EXHIBIT 10.4

                              WEYERHAEUSER COMPANY
                          2004 LONG-TERM INCENTIVE PLAN

                                 GRANT AGREEMENT

Pursuant to your Grant Notice (the "Grant Notice") and this Grant Agreement,
Weyerhaeuser Company has granted you a stock appreciation right ("SAR") in
tandem with an Option under its 2004 Long-Term Incentive Plan (the "Plan") to
purchase the number of shares of the Company's Common Stock (the "Shares")
indicated in your Grant Notice at the grant price equal to the exercise price of
the related Option that is indicated in your Grant Notice. Capitalized terms not
explicitly defined in this Grant Agreement but defined in the Plan have the
definitions given to such terms in the Plan. The Grant is made to you as a
participant in the Plan and is subject to the terms and conditions set out in
the Plan. In addition, the Grant has the following terms and conditions:

1. VESTING. The Grant will vest and become exercisable over a period of four
years. No part of the Grant will be exercisable until the one-year anniversary
of the Grant Date. On the one-year anniversary of the Grant Date, 25% of the
Grant will vest and be exercisable, with an additional 25% of the Grant 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
Grant will be vested and exercisable.

2. TERM. The Grant will expire at the time specified in your Grant Notice.
Following that date, you will no longer be able to exercise the SAR or the
related Option. In addition, the Grant may terminate earlier than the tenth
anniversary if the related Option is terminated or 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. Grants that are not vested before their expiration date are
forfeited and without value.

3. CHANGE IN GRANT TERM AS A RESULT OF TERMINATION OF EMPLOYMENT. If your
employment terminates before the Grant has expired, the length of time during
which you have a right to exercise the Grant varies depending on the reason for
termination of employment.

      (a) TERMINATION AS A RESULT OF DEATH OF THE PARTICIPANT. During your
lifetime, this Grant may be exercised only by you. If you die while actively
employed, your Grant is automatically 100% vested and your beneficiary or
personal representative may exercise the Grant at any time or from time to time
within a maximum of two years 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 ten (10) years or more of Vesting Service as defined in the
Weyerhaeuser Company Retirement Plan for Salaried Employees), your Grant will
automatically be 100% vested at your retirement date and you will be able to
exercise the Grant for the remaining term of the grant, up to a maximum of 10
years.

      (c) TERMINATION OF EMPLOYMENT UPON EARLY RETIREMENT OR DISABILITY
RETIREMENT. If you retire before age 62, but not earlier than your 55th 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"), your Grant will continue to
vest according to the vesting schedule described above and you will be able to
exercise any portion of your Grant 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. In addition, if you do not qualify for
Retirement or Early Retirement, but retire as a result of a Disability, the
onset of which occurred on or after the date you had accrued 10 years of Vesting
Service ("Disability Retirement"), your Grant will continue to vest according to
the schedule described above and you will be able to exercise any portion of
your Grant 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.

      "Disability" means " a medical condition in which a person is either
entitled to total and permanent disability benefits under the Social Security
Act or judged to be totally and permanently disabled by any person or committee
entitled to make such determinations pursuant to the Company's Retirement Plan
for Salaried Employees.

      (d) TERMINATION OF EMPLOYMENT DUE TO POSITION ELIMINATION OR DISABILITY.
If your employment is terminated as a result of position elimination or
Disability, your Grant will continue to vest according to the schedule described
above and you will be able to exercise vested portions of the Grant 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 FOR REASON OTHER THAN POSITION ELIMINATION,
RETIREMENT, EARLY RETIREMENT OR DISABILITY RETIREMENT. If your employment is
terminated for any reason other than position elimination, Retirement, Early
Retirement or Disability Retirement, any portion of your Grant that is not
vested is forfeited and no longer has any value. You will be able to exercise
any portion of your Grant 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 Grant
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 Grant
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 portion of the Grant 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.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE THE GRANT TERMINATES.

                                       2



4. SECURITIES LAW COMPLIANCE. Notwithstanding any other provision of this
Agreement, you may not exercise the related Option in the Grant 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 related
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. METHOD OF EXERCISE AND PAYMENT. You may exercise the Grant by exercising
either the SAR or the related Option.

      (a) You may exercise the SAR 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 SAR,
the number of Shares with respect to which you are exercising the SAR and that
you thereby surrender the right to exercise the equivalent portion of the
related Option. Upon exercise of the SAR, you will be entitled to receive a cash
payment equal to the market price of the Company's Shares at the time of
exercise minus the grant price, multiplied by the number of Shares with respect
to which the SAR is exercised.

      (b) You may exercise the related 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
related Option, the number of Shares with respect to which you are exercising
the Option and that you thereby surrender the right to exercise the equivalent
portion of the related SAR. 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); or (d) by any
other method permitted by the Committee.

6. WITHHOLDING TAXES. As a condition to the exercise of any portion of a Grant,
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.

7. 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.

8. 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 Grant within
three months (one year in the case of Retirement, Disability or death) of the
Termination of Service or if any portion of the Grant 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.

                                       3



9. BINDING EFFECT. This Grant Agreement 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.

10. LIMITATION ON RIGHTS; NO RIGHT TO FUTURE GRANTS; EXTRAORDINARY ITEM OF
COMPENSATION. By entering into this Grant Agreement and accepting the Grant
evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature
and may be suspended or terminated by the Company at any time; (b) that the
Grant is a one-time benefit that does not create any contractual or other right
to receive future grants of SARs, options, or benefits in lieu of options; (c)
that all determinations with respect to any such future grants, including, but
not limited to, the times when grants will be made, the number of shares 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) that your
participation in the Plan is voluntary; (e) that the value of the Grant is an
extraordinary item of compensation that is outside the scope of your employment
contract, if any; (f) that 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) that the vesting of the Grant ceases upon your
Termination of Service for any reason except as may otherwise be explicitly
provided in the Plan or this Grant Agreement or otherwise permitted by the
Committee; (h) that the future value of the Shares underlying the Grant is
unknown and cannot be predicted with certainty; and (i) that if the Shares
underlying the Grant do not increase in value, the Grant will have no value.

11. EMPLOYEE DATA PRIVACY. By entering this Agreement, 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.

                                       4

EX-10.5

EXHIBIT 10.5

                         EXECUTIVE
                         CHANGE IN CONTROL AGREEMENT
                         (TIER I)

                         Weyerhaeuser Company

MARCH 2006


                                                                               .
                                                                               .
                                                                               .

CONTENTS

                                                                                              
Article 1. Term of the Agreement                                                                  1

Article 2. Definitions                                                                            2

Article 3. Participation and Continuing Eligibility under this Agreement                          6

Article 4. Severance Benefits                                                                     6

Article 5. Form and Timing of Severance Benefits                                                  9

Article 6. Excise Tax Equalization Payment                                                        9

Article 7. The Company's Payment Obligation                                                      12

Article 8. Dispute Resolution                                                                    12

Article 9. Outplacement Assistance                                                               12

Article 10. Section 409A                                                                         13

Article 11. Successors and Assignments                                                           13

Article 12. Miscellaneous                                                                        13





WEYERHAEUSER COMPANY
______________ (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 upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon 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 THE AGREEMENT

      This Agreement will commence on the Effective Date and shall continue in
effect until December 31, 2006.

      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; (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.

                                       1



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 hereof.

      (e)   "BOARD" means the Board of Directors of the Company.

      (f)   "CAUSE" means Executive's:

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

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

                                       2



      (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 benefit 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 20%
            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 30
            days (with the end of such period being deemed the effective date of
            the CIC); or

            (ii)During any 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 24-month period
            shall be deemed to have satisfied such 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 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
            2.4(b). 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 2.4(b), 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
            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 (A) 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
                  entity are owned, directly or indirectly, by any other
                  corporation or Person other than (x) an Excluded Person

                                       3



                  or (y) a Person who is, or if such Person beneficially owned
                  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 (B) 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)   "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 11 hereof.

      (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, or such
            other date as the Board shall designate.

      (m)   "EFFECTIVE DATE OF TERMINATION" means the date on which a Qualifying
            Termination occurs which triggers the payment of Severance Benefits
            hereunder.

      (n)   "EXCHANGE ACT" means the United States Securities Exchange Act of
            1934, as amended.

      (o)   "EXECUTIVE" means ________________________________________________.

      (p)   "GOOD REASON" shall mean, without the Executive's express written
            consent, the occurrence of any one or more of the following in
            conjunction with a "CIC":

            (i)   A material reduction in (or assignment of duties inconsistent
                  with) the Executive's position, title or reporting
                  responsibilities existing prior to the Effective Date;

            (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 which is at least fifty
                  (50) miles farther from the Executive's primary residence

                                       4



                  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 reduction by the Company in the Executive's Base Salary as
                  in effect on the Effective Date or as the same shall be
                  increased from time to time;

            (iv)  A material reduction in the benefit coverage provided to the
                  Executive; 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;

            (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 in any such plans shall not be deemed to be
                  "Good Reason" if the Executive's reduced level of
                  participation in each such program remains substantially
                  consistent with the average level of participation of other
                  executives who have positions commensurate with the
                  Executive's position at the acquiring company;

            (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 10 hereof;
                  or

            (vii) Any purported termination by the Company of the Executive's
                  employment otherwise than as permitted under this Agreement.

            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 hereof.

      (q)   "NON-COMPETITION AND RELEASE AGREEMENT" is an agreement, in
            substantially the form attached hereto in Annex A, executed by and
            between Executive and the Company as a condition to Executive's
            receipt of the benefits described in Section 4.3.

      (r)   "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).

                                       5



      (s)   "QUALIFYING TERMINATION" means any of the events described in
            Section 4.2 hereof, the occurrence of which triggers the payment of
            Severance Benefits under Section 4.3 hereof.

      (t)   "RETIREMENT" shall mean early or normal retirement under the
            Company's Retirement Plan for Salaried Employees.

      (u)   "SEVERANCE BENEFITS" means the Severance Benefits associated with a
            Qualifying Termination, as described in Section 4.3 hereof.

ARTICLE 3. PARTICIPATION AND CONTINUING ELIGIBILITY UNDER THIS AGREEMENT

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

      3.2 REMOVAL FROM COVERAGE. In the event 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 six
(6) months prior to a CIC, or 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, as described in Section 4.3 hereof,
if there has been a CIC of the Company and if, within the six (6) full calendar
month period prior to the effective date of a CIC, or within twenty-four (24)
calendar months following the effective date of a CIC, the Executive's
employment with the Company shall end for any reason specified in Section 4.2
hereof.

      The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, or if his employment with the Company ends due to death or
Disability, or due to a voluntary termination of employment by the Executive
without Good Reason. Further, receipt of Severance Benefits shall disqualify the
Executive from eligibility to receive severance benefits 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 the six (6) full calendar month period prior to the
effective date of a CIC, or within twenty-four (24) 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 Senior Vice President of Human
                  Resources, for reasons other

                                       6



                  than Cause and other than mandatory retirement, or a voluntary
                  termination by the Executive for Good Reason; or

            (b)   The Company or any successor company breaches any material
                  provision of this Agreement.

      4.3 DESCRIPTION OF SEVERANCE BENEFITS. In the event that the Executive
becomes entitled to receive Severance Benefits (and further contingent upon the
proper execution of the Non-Competition and Release Agreement as set forth in
Section 4.8 hereof), as provided in Sections 4.1 and 4.2 hereof, and subject to
the cap described in Section 6.1 hereof, the Company shall pay to the Executive
and provide him with the following:

            (a)   An amount equal to three (3) 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 (3) 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 Effective Date of
                  Termination.

            (d)   An amount equal to the Executive's unpaid targeted annual
                  bonus, established 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 continuation of the welfare benefits of health care, and
                  life insurance coverage for three (3) full years after the
                  Effective Date of Termination. These benefits shall be
                  provided to the Executive at the same premium cost, and at the
                  same coverage level, as in effect as of the Executive's
                  Effective Date of Termination. However, in the event that
                  substantially similar benefits are not practically able to be
                  provided by the acquiring company, the Company will pay the
                  Executive a lump sum equal to $25,000 for each year of
                  benefits coverage protection, or $75,000 in total.

                  Notwithstanding any of the above, such medical benefits shall
                  be secondary to any similar medical benefits provided by the
                  Participant's subsequent employer and Medicare, if applicable.

            (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

                                       7



                  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 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
                  Comprehensive Incentive Compensation Plan, in connection with
                  the Executive's Qualifying Termination. If no such premiums
                  are forfeited under the Weyerhaeuser Company Comprehensive
                  Incentive Compensation Plan, then this Section 5.3(g) shall be
                  null and void.

      4.4 TERMINATION FOR DISABILITY. Following a CIC of the Company, if the
Executive's employment is terminated due to Disability, the Executive shall
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, retirement, insurance, and other applicable 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 Retirement or
death, the Executive's benefits shall be determined in accordance with the
Company's retirement, survivor's benefits, insurance, and other applicable
programs of the Company 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 Retirement) and other than for Good Reason, the Company shall pay the
Executive his full Base Salary and accrued vacation through the Effective Date
of Termination, 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.

      4.7 NOTICE OF TERMINATION. Any termination by the Company for Cause or by
the Executive for Good Reason under this Article 4 shall be communicated by
Notice of Termination. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which 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.

                                       8



      4.8 DELIVERY OF NON-COMPETITION AND RELEASE AGREEMENT. In the event the
Company terminates Executive's employment for any reason other than for Cause,
Retirement or Disability, the Company shall, not later than the date it delivers
the Notice of Termination to Executive, present Executive with a Non-Competition
and Release Agreement for execution by Executive. Such release shall be deemed
effective upon the expiration of the required waiting periods under applicable
state and/or Federal laws.

      The minimum value of the Non-Compete 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 in Section 4.3 hereof.

      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 hereof 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), and 4.3(g) hereof shall be
paid in cash to the Executive in a single lump sum, subject to the Non-Compete
and Release Agreement referred to in Section 4.8, as soon as practicable
following the Effective Date of Termination (and successful expiration of the
waiting periods set forth in Sections 4.8 hereof), but in no event beyond thirty
(30) days from such date.

      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. EXCISE TAX EQUALIZATION PAYMENT

      6.1 EXCISE TAX EQUALIZATION PAYMENT. In the event that the Executive
becomes entitled to Severance Benefits or any other payment or benefit under
this Agreement, or under any other agreement with or plan of the Company
following a CIC (in the aggregate, the "Total Payments"), if any of the Total
Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999
of the Code (or any similar tax that may hereafter be imposed), the Company
shall pay to the Executive in cash an additional amount (the "Gross-Up Payment")
such that the net amount retained by the Executive after deduction of any Excise
Tax upon the Total Payments and any Federal, state and local income tax and
Excise Tax upon the Gross-Up Payment provided for by this Section 6.1 (including
FICA), shall be equal to the Total Payments. Such payment shall be made by the
Company to the Executive as soon as practical following the effective date of
termination, but in no event beyond thirty (30) days from such date; provided,
however, that the Executive's Severance Benefits shall be grossed up only in the
event that application of the gross-up feature would result in the Executive
receiving additional after-tax CIC-related amounts of at least fifty thousand
dollars ($50,000) when compared with capping such Severance Benefits at the
maximum amount that may

                                       9



be paid without incurring Excise Taxes. In the event that a gross-up of the
Executive's Severance Benefits under this Agreement would result in less than
ten thousand dollars ($10,000) additional after-tax CIC-related amounts, the
Executive's Severance Benefits shall be capped at the maximum amount that may be
paid without incurring Excise Taxes. If the Severance Benefits become subject to
the cap described above, the amount due to the Executive under Section 4.3(a),
4.3(b) or 4.3(d) (cash payments) shall be reduced initially; thereafter, the
Committee shall determine how the Severance Benefits subject to the cap shall be
paid.

      6.2 TAX COMPUTATION. In determining the potential impact of the Excise
Tax, the Company may rely on any advice it deems appropriate, including, but not
limited to, the counsel of its independent auditors. For purposes of determining
whether any of the Total Payments will be subject to the Excise Tax and the
amounts of such Excise Tax:

            (a)   Any other payments or benefits received or to be received by
                  the Executive in connection with a CIC of the Company or the
                  Executive's termination of employment (whether pursuant to the
                  terms of this Agreement or any other plan, arrangement, or
                  agreement with the Company, or with any Person whose actions
                  result in a CIC of the Company or any Person affiliated with
                  the Company or such Persons) shall be treated as "parachute
                  payments" within the meaning of Section 280G(b)(2) of the
                  Code, and all "excess parachute payments" within the meaning
                  of Section 280G(b)(1) shall be treated as subject to the
                  Excise Tax, unless in the opinion of the Company's independent
                  auditors, such other payments or benefits (in whole or in
                  part) do not constitute parachute payments, or unless such
                  excess parachute payments (in whole or in part) represent
                  reasonable compensation for services actually rendered within
                  the meaning of Section 280G(b)(4) of the Code in excess of the
                  base amount within the meaning of Section 280G(b)(3) of the
                  Code, or are otherwise not subject to the Excise Tax;

            (b)   The amount of the Total Payments which shall be treated as
                  subject to the Excise Tax shall be equal to the amount of
                  excess parachute payments within the meaning of Section
                  280G(b)(1) of the Code (after applying clause (a) above); and

            (c)   The value of any noncash benefits or any deferred payment or
                  benefit shall be determined by the Company's independent
                  auditors in accordance with the principles of Sections
                  280G(d)(3) and (4) of the Code.

      For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay Federal income taxes at the highest marginal
rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Executive's residence on the
Effective Date of Termination, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such state and local taxes.

      6.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue Service
adjusts the computation of the Company under Section 6.2 hereof so that the
Executive did not receive the greatest net benefit, the Company shall reimburse
the Executive for the full amount necessary to make the Executive whole, plus a
market rate of interest, as determined by the Committee; provided, however, that
the Executive follows the procedures set forth in this Section 6.3.

                                       10



      The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after the later of either:
(i) the date the Executive has actual knowledge of such claim, or (ii) ten (10)
days after the Internal Revenue Service issues to the Executive either a written
report proposing imposition of the Excise Tax or a statutory notice of
deficiency with respect thereto, and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty (30)
day period following the date on which it gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim, the
Executive shall:

            (a)   Give the Company any information reasonably requested by the
                  Company relating to such claim;

            (b)   Take such action in connection with contesting such claim as
                  the Company shall reasonably request in writing from time to
                  time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by the Company;

            (c)   Cooperate with the Company in good faith in order effectively
                  to contest such claim; and

            (d)   Permit the Company to participate in any proceedings relating
                  to such claims.

      Provided, however, that the Company shall directly bear and pay all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax, including
interest and penalties with respect thereto, imposed as a result of such
representation and payment of costs and expenses. Without limitation of the
foregoing provisions of this Section 7.3, the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings, and
conferences with the taxing authority in respect of such claim.

      If, after the receipt by the Executive of an amount advanced by the
Company pursuant to this Article 6, the Executive becomes entitled to receive
any refund with respect to such claim due to an overpayment of any Excise Tax or
income tax, including interest and penalties with respect thereto, the Executive
shall (subject to the Company's complying with the requirements of this Section
6.3) promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If, after the
receipt by the Executive of an amount advanced by the Company pursuant to this
Article 6, a determination is made that the Executive shall not be entitled to
any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

                                       11



ARTICLE 7. THE COMPANY'S PAYMENT OBLIGATION

      7.1 PAYMENT OBLIGATIONS ABSOLUTE. Except as provided in Section 8 hereof,
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 which 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 8 hereof, 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 Executives or
from whomsoever 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.

      7.2 CONTRACTUAL RIGHTS TO BENEFITS. Subject to Section 3.2 hereof, 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.

ARTICLE 8. DISPUTE RESOLUTION

      Any dispute or controversy arising under this Agreement shall be settled
by arbitration, conducted before a panel of three (3) arbitrators sitting in a
location selected by the Executive within fifty (50) miles from the location of
his job with the Company, in accordance with the rules of the American
Arbitration Association then in effect.

      Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. All expenses of any arbitration involving Severance
Benefits, including the fees and expenses of the counsel for the Executive,
shall be borne by the Company; provided, however, that the Company shall be
reimbursed by the Executive for all such fees and expenses, including the fees
and expenses of the Company, in the event the Executive fails to prevail with
respect to any one (1) material issue of dispute in connection with such legal
action.

ARTICLE 9. OUTPLACEMENT ASSISTANCE

      Following a Qualifying Termination (as described in Section 4.2 hereof)
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).

                                       12



ARTICLE 10. SECTION 409A.

      Notwithstanding anything to the contrary in this Agreement, to the extent
the Executive is treated as a "specified employee" within the meaning of Section
409A of the Code ("Section 409A"), any Severance Benefits payable in cash (as
described in Section 5.1 hereof) and due to the Executive on or within the
six-month period following the Executive's actual termination date will accrue
during such six-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 deemed amended, to the extent
necessary to avoid imposition of any additional tax or income recognition prior
to actual payment to the Executive under Section 409A and any temporary or final
Treasury regulations and guidance promulgated thereunder and the parties agree
to cooperate with each other and to take reasonably necessary steps in this
regard.

ARTICLE 11. SUCCESSORS AND ASSIGNMENT

      11.1 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 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.

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

ARTICLE 12. MISCELLANEOUS

      12.1 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.

                                       13



      12.2 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. The Executive may make or
change such designations at any time.

      12.3 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.

      12.4 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 the Agreement, and the 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.

      12.5 MODIFICATION. Except as provided in Article 1 and Section 3.2 hereof,
no provision of this Agreement may be modified, waived, or discharged 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.

      12.6 EFFECT OF AGREEMENT. This Agreement shall completely supercede 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, and is in lieu of any notice requirement, policy or practice. Without
limiting the generality of the proceeding sentence, the Executive's potential
rights to severance pay, benefits and notice under the Weyerhaeuser Company
Severance Pay Plan following a CIC shall be completely replaced and superceded
by this Agreement. 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.

      12.7 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 this __
day of _______________, 2006.

      Weyerhaeuser Company                        Executive

      By: _______________________________         ______________________________

      Its: ______________________________

      Attest: ___________________________

                                       14

EX-10.6

EXHIBIT 10.6

                                          EXECUTIVE CHANGE IN CONTROL AGREEMENT
                                          (TIER I)

                                          Weyerhaeuser Company and Weyerhaeuser
                                          Company Limited

                                          March 2006



CONTENTS

                                                                                      
Article 1. Term of the Agreement                                                          1

Article 2. Definitions                                                                    1

Article 3. Participation and Continuing Eligibility under this Agreement                  5

Article 4. Severance Benefits                                                             5

Article 5. Form and Timing of Severance Benefits                                          8

Article 6. The Company's Payment Obligation                                               9

Article 7. Arbitration                                                                    9

Article 8. Outplacement Assistance                                                       10

Article 9. Successors and Assignments                                                    10

Article 10. Miscellaneous                                                                10





WEYERHAEUSER COMPANY
_____________(EXECUTIVE)
CHANGE IN CONTROL AGREEMENT (TIER I)

      THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT (Tier I) is made and entered
into by and among Weyerhaeuser Company, Weyerhaeuser Company Limited
(hereinafter collectively referred to as the "Company", or separately referred
to as "Weyerhaeuser" and "WYL") 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;

      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 upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon 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, WYL and the
Executive agree as follows:

ARTICLE 1. TERM OF THE AGREEMENT

      This Agreement will commence on the Effective Date and shall continue in
effect until December 31, 2006.

      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; (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.

ARTICLE 2. DEFINITIONS

                                       1



      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)   "BENEFICIARY" means the persons or entities designated or deemed
            designated by a Executive pursuant to Section 10.2 hereof.

      (d)   "BOARD" means the Board of Directors of the Company.

      (e)   "CAUSE" means Executive's:

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

            (ii)  Conviction of an indictable offense; 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 Executive shall
be considered "willful" unless it is done or omitted in bad faith or without
reasonable belief that Executive's action or omission was in the best interests
of the Company. Any act or failure to act based upon: (i) authority given
pursuant to a resolution duly adopted by the Board, or (ii) advice of counsel
for the Company, shall be conclusively presumed to be done or omitted to be done
by Executive in good faith and in the best interests of the Company. For
purposes of subsections (i) and (iii) above, Executive shall not be deemed to be
terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters (3/4) of the entire membership to the Board at a
meeting called and held for such purpose (after reasonable notice is provided to
Executive and Executive is given an opportunity, together with counsel, to be
heard before the Board) finding that in the good faith opinion of the Board
Executive is guilty of the conduct described in subsection (i) or (iii) above
and specifying the particulars thereof in detail.

      (f)   "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 benefit 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 20%
            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

                                       2



            continues for at least a period of 30 days (with the end of such
            period being deemed the effective date of the CIC); or

            (ii) During any 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 24-month period
            shall be deemed to have satisfied such 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 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
            2.4(b). 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 2.4(b), 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
            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 (A) 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
                  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 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 (B) the voting securities of the
                  Company outstanding

                                       3



                  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.

      (g)   "COMMITTEE" means the Compensation Committee of the Board, or any
            other committee appointed by the Board to perform the functions of
            the Compensation Committee.

      (h)   "COMPANY" means Weyerhaeuser Company, a corporation incorporated
            under the laws of the state of Washington (including any and all
            subsidiaries), or any successor thereto as provided in Article 9
            hereof.

      (i)   "DISABILITY" shall have the meaning ascribed to it in the Company's
            Retirement Plan for Salaried Employees, or in any successor to such
            plan.

      (j)   "EFFECTIVE DATE" means the date this Agreement is executed, or such
            other date as the Board shall designate.

      (k)   "EFFECTIVE DATE OF TERMINATION" means the date on which a Qualifying
            Termination occurs which triggers the payment of Severance Benefits
            hereunder.

      (l)   "EXECUTIVE" means Craig D. Neeser.

      (m)   "GOOD REASON" shall mean, without the Executive's express written
            consent, the occurrence of any one or more of the following in
            conjunction with a "CIC":

            (i)   A material reduction in (or assignment of duties inconsistent
                  with) the Executive's position, title or reporting
                  responsibilities existing prior to the Effective Date;

            (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 which 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 reduction by the Company in the Executive's Base Salary as
                  in effect on the Effective Date or as the same shall be
                  increased from time to time;

            (iv)  A material reduction in the benefit coverage provided to the
                  Executive; 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;

                                       4



            (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 in any such plans shall not be deemed to be
                  "Good Reason" if the Executive's reduced level of
                  participation in each such program remains substantially
                  consistent with the average level of participation of other
                  executives who have positions commensurate with the
                  Executive's position at the acquiring company;

            (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 9 hereof;
                  or

            (vii) Any purported termination by the Company of the Executive's
                  employment otherwise than as permitted under this Agreement.

            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 hereof.

      (n)   "INCOME TAX ACT" means the provisions of the Income Tax Act
            (Canada), R.S.C. 1985, c.1 (5th Supplement, as amended), and the
            regulations thereunder.

      (o)   "NON-COMPETITION AND RELEASE AGREEMENT" is an agreement, in
            substantially the form attached hereto in Annex A, executed by and
            between Executive and the Company as a condition to Executive's
            receipt of the benefits described in Sections 4.3.

      (p)   "PERSON" includes any natural person, partnership, corporation,
            trust, sole proprietorship, joint venture, government authority or
            association.

      (q)   "QUALIFYING TERMINATION" means any of the events described in
            Section 4.2 hereof, the occurrence of which triggers the payment of
            Severance Benefits under Section 4.3 hereof.

      (r)   "RETIREMENT" shall mean early or normal retirement under the
            Company's Retirement Plan for Salaried Employees.

      (s)   "SEVERANCE BENEFITS" means Severance Benefits (as provided in
            Section 4.3 hereof),

      (t)   "WYL" means Weyerhaeuser Company Limited, a corporation incorporated
            under the laws of Canada, or any successor thereto.

ARTICLE 3. PARTICIPATION AND CONTINUING ELIGIBILITY UNDER THIS AGREEMENT

                                       5



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

      3.2 REMOVAL FROM COVERAGE. In the event that, at the Executive's option
and provided that the Company's consent is obtained, the Executive's job
classification is reduced and such reduction causes the Executive's job
classification to be 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 six (6) months prior to a CIC, or within twenty-four (24)
months 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, as described in Section 4.3 hereof,
if there has been a CIC of the Company and if, within the six (6) full calendar
month period prior to the effective date of a CIC, or within twenty-four (24)
calendar months following the effective date of a CIC, the Executive's
employment with the Company shall end for any reason specified in Section 4.2
hereof.

      The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, or if his employment with the Company ends due to death or
Disability, or due to a voluntary termination of employment by the Executive
without Good Reason.

      4.2 QUALIFYING TERMINATION. The occurrence of any one or more of the
following events within the six (6) full calendar month period prior to the
effective date of a CIC, or within twenty-four (24) 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)   A voluntary termination by the Executive for Good Reason or an
                  involuntary termination of the Executive's employment by the
                  Company, authorized by the Senior Vice President of Human
                  Resources, for reasons other than Cause and other than
                  mandatory Retirement; or

            (b)   The Company or any successor company breaches any material
                  provision of this Agreement.

      4.3 DESCRIPTION OF SEVERANCE BENEFITS. In the event that the Executive
becomes entitled to receive Severance Benefits (and further contingent upon the
proper execution of the Non-Competition and Release Agreement as set forth in
Section 4.8 hereof), as provided in Sections 4.1 and 4.2 hereof, the Company
shall pay to the Executive and provide him with the following:

            (a)   An amount equal to three (3) 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.

                                       6



            (b)   An amount equal to three (3) 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 Change in Control occurs).

            (c)   An amount equal to the Executive's unpaid Base Salary and
                  accrued vacation pay through the Effective Date of
                  Termination.

            (d)   An amount equal to the Executive's unpaid targeted annual
                  bonus, established 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 pro-rated bonuses otherwise payable under the
                  Company's applicable annual incentive plan.

            (e)   A continuation of the welfare benefits of health care, and
                  life insurance coverage for three (3) full years after the
                  Effective Date of Termination. These benefits shall be
                  provided to the Executive at the same premium cost, and at the
                  same coverage level, as in effect as of the Executive's
                  Effective Date of Termination. However, in the event that
                  substantially similar benefits are not practically able to be
                  provided by the Successor Company, the Company will pay the
                  Executive a lump sum equal to $25,000 (CDN) for each year of
                  benefits coverage protection, or $75,000 (CDN) in total.

                  Notwithstanding any of the above, such medical benefits shall
                  be secondary to any similar medical benefits provided by the
                  Participant's subsequent employer.

            (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 at the Effective Date of Termination.

                  To the extent that the Executive is subject to a reduction of
                  such benefits due to application of 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.

      4.4 TERMINATION FOR DISABILITY. Following a CIC of the Company, if the
Executive's employment is terminated due to Disability, the Executive shall
receive his Base Salary through the Effective Date of Termination, at which
point in time the Executive's benefits shall be determined in

                                       7



accordance with the Company's disability, retirement, insurance, and other
applicable 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 Retirement or
death, the Executive's benefits shall be determined in accordance with the
Company's retirement, survivor's benefits, insurance, and other applicable
programs of the Company 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
voluntarily (other than for Retirement) and other than for Good Reason, the
Company shall pay the Executive his full Base Salary and accrued vacation
through the Effective Date of Termination, 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.

      4.7 NOTICE OF TERMINATION. Any termination by the Company for Cause or by
the Executive for Good Reason under this Article 4 shall be communicated by
Notice of Termination. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which 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.

      4.8 DELIVERY OF NON-COMPETITION AND RELEASE AGREEMENT. In the event the
Company terminates Executive's employment for any reason other than for Cause,
Retirement or Disability, the Company shall, not later than the date it delivers
the Notice of Termination to Executive, present Executive with a Non-Competition
and Release Agreement for execution by Executive. Such release shall be deemed
effective upon the expiration of the required waiting periods under applicable
state and/or Federal laws.

      The minimum value of the Non-Compete 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 in Section 4.3 hereof.

      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 hereof the Executive shall immediately resign such position upon his
termination of employment with the Company, unless specifically requested in
writing by the Company otherwise.

                                       8



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), and 4.3(d) hereof shall be paid in
cash to the Executive in a single lump sum, subject to the Non-Compete and
Release Agreement described in Section 4.8, as soon as practicable following the
Effective Date of Termination (and successful expiration of the waiting periods
set forth in Section 4.8 hereof), but in no event beyond thirty (30) days from
such date.

      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
pursuant to the Income Tax Act.

ARTICLE 6. THE COMPANY'S PAYMENT OBLIGATION

      6.1 PAYMENT OBLIGATIONS ABSOLUTE. Except as provided in Section 7 hereof,
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 limitation, any offset, counterclaim,
recoupment, defense, or other right which 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 7 hereof, 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 Executives or
from whomsoever 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 Section 3.2 hereof, 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.

ARTICLE 7. DISPUTE RESOLUTION

      Any dispute or controversy arising under this Agreement shall be settled
by arbitration, conducted before a panel of three (3) arbitrators sitting in a
location selected by the Executive within fifty (50) miles from the location of
his job with the Company, in accordance with the rules of the Canadian
Arbitration and Mediation Institute then in effect, subject to the provision of
Section 10.7.

      Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. All expenses of any arbitration involving Severance
Benefits, including the fees and expenses of the counsel for the Executive,
shall be borne by the Company; provided, however, that the Company

                                       9



shall be reimbursed by the Executive for all such fees and expenses, including
the fees and expenses of the Company, in the event the Executive fails to
prevail with respect to any one (1) material issue of dispute in connection with
such legal action.

ARTICLE 8. OUTPLACEMENT ASSISTANCE

      Following a Qualifying Termination (as described in Section 4.2 hereof)
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) (CDN).

ARTICLE 9. SUCCESSORS AND ASSIGNMENT

      9.1 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 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.

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

ARTICLE 10. MISCELLANEOUS

      10.1 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 may be terminated by either the Executive or the Company provided
that proper notice of termination has been given, subject to applicable law.

                                       10



      10.2 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. The Executive may
make or change such designations at any time.

      10.3 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein shall also include the feminine; the plural shall
include the singular, and the singular shall include the plural.

      10.4 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 the Agreement, and the 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.

      10.5 MODIFICATION. Except as provided in Article 1 and Section 3.2 hereof,
no provision of this Agreement may be modified, waived, or discharged 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.

      10.6 EFFECT OF AGREEMENT. This Agreement shall completely supercede and
replace any and all portions of any contracts, plans, provisions, or practices
pertaining to severance entitlements owing to the Executive from the Company for
Severance Benefits relating to a CIC, and is in lieu of any notice requirement,
policy or practice. As such, the Severance Benefits described herein shall serve
as the Executive's sole recourse with respect to Qualifying Termination by the
Company. The parties acknowledge that the obligations to pay the Executive under
this Agreement shall be made by WYL as the Executive's employer and failing
payment by WYL, then by Weyerhaeuser.

      10.7 APPLICABLE LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the Province of British Columbia, which shall be the
proper law hereof. The parties agree to attorn to the jurisdiction of the courts
of the Province of British Columbia with respect to any dispute or other matter
arising hereunder.

      IN WITNESS WHEREOF, the parties have executed this Agreement on this ___
day of _______________, 2006.

      Weyerhaeuser Company                        Executive

      By: ________________________________        ______________________________

      Its: _______________________________

      Attest: ____________________________

                                       11

EX-10.7

EXHIBIT 10.7

                         EXECUTIVE SEVERANCE AGREEMENT
                         (TIER I)

                         Weyerhaeuser Company

MARCH 2006


                                                                               .
                                                                               .
                                                                               .

CONTENTS

                                                                                       
Article 1. Term of the 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 Assignments                                                     6

Article 10. Section 409A                                                                  7

Article 11. Miscellaneous                                                                 7





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 THE AGREEMENT

      This Agreement will commence on the Effective Date and shall continue in
effect until December 31, 2006.

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 hereof.

      (d)   "BOARD" means the Board of Directors of the Company.

      (e)   "CAUSE" means Executive's:

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

                  (ii)  Conviction of a felony; or

                                       1



                  (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 Executive shall
be considered "willful" unless it is done or omitted in bad faith or without
reasonable belief that Executive's action or omission was in the best interests
of the Company. Any act or failure to act based upon: (i) authority given
pursuant to a resolution duly adopted by the Board, or (ii) advice of counsel
for the Company, shall be conclusively presumed to be done or omitted to be done
by Executive in good faith and in the best interests of the Company. For
purposes of subsections (i) and (iii) above, Executive shall not be deemed to be
terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three quarters (3/4) of the entire membership to the Board at a
meeting called and held for such purpose (after reasonable notice is provided to
Executive and Executive is given an opportunity, together with counsel, to be
heard before the Board) finding that in the good faith opinion of the Board
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 Executive and the Company,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, or such
            other date as the Board shall designate.

      (m)   "EFFECTIVE DATE OF TERMINATION" means the date on which a Qualifying
            Termination occurs which triggers the payment of Severance Benefits
            hereunder.

      (n)   "EXECUTIVE" means _______________________________________________.

      (o)   "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).

                                       2



      (p)   "QUALIFYING TERMINATION" means any of the events described in
            Section 4.2 hereof, the occurrence of which triggers the payment of
            Severance Benefits under Section 4.3 hereunder.

      (q)   "RELEASE AGREEMENT" is an agreement, in substantially the form
            attached hereto in Annex B, executed by and between Executive and
            the Company as a condition to Executive's receipt of the Severance
            Benefits described in 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 as described in
            Section 4.3 hereof.

ARTICLE 3. PARTICIPATION AND CONTINUING ELIGIBILITY UNDER THIS AGREEMENT

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

      3.2 REMOVAL FROM COVERAGE. In the event 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. The Executive shall be entitled to
receive from the Company Severance Benefits, as described in Section 4.3 hereof,
if the Executive's employment with the Company shall end for any reason
specified in Section 4.2 hereof.

      The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, he meets the requirements of the Company's mandatory
retirement policy, or if his employment with the Company ends due to death or
Disability, or due to a voluntary termination of employment by the Executive.

      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 be ineligible to
also receive Severance Benefits hereunder. However, if the Executive suffers a
Qualifying Termination, and if the Company subsequently undergoes a CIC such
that the Executive's Effective Termination Date falls within the window period
described in Section 4.2 of the CIC Agreement, the Executive's total Severance
Benefit 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).

                                       3




      4.2 QUALIFYING TERMINATION. The occurrence of any one or more of the
following events at any time other than (i) the six (6) full calendar month
period prior to the effective date of a CIC; or (ii) within twenty-four (24)
calendar months following the effective date of a CIC, 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 Senior Vice President of Human
                  Resources, for reasons other than Cause; or

            (b)   The Company or any successor company breaches any material
                  provision of 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 hereof, the Company
shall pay to the Executive and provide him with the following:

            (a)   An amount equal to one and one-half (1-1/2) 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 one and one-half (1-1/2) 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 Effective Date of
                  Termination.

            (d)   An amount equal to the Executive's unpaid targeted annual
                  bonus, established 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 pro-rated bonuses required under the Company's
                  applicable short- and intermediate-term incentive plan.

            (e)   A lump sum payment of $10,000 (net) in order to assist the
                  Executive in paying for replacement health and welfare
                  coverage.

      4.4 TERMINATION FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR RETIREMENT.
If the Executive's employment is terminated either: (i) by the Company for
Cause; or (ii) by the Executive (other than for Retirement), the Company shall
pay the Executive his full Base Salary and accrued vacation through the
Effective Date of Termination, 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 for Cause under
this Article 4 shall be communicated by a Notice of Termination. For purposes of
this Agreement, a "Notice of

                                       4



Termination" shall mean a written notice which 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 RELEASE AGREEMENT. In the event the Company terminates
Executive's employment for any reason other than for Cause, Retirement or
Disability, the Company shall, not later than the date it delivers the Notice of
Termination to Executive, present Executive with a Release Agreement for
execution by Executive. Such release shall be deemed effective upon the
expiration of the required waiting periods under any applicable state and/or
Federal laws.

      The minimum value of the 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 hereof.

      4.7 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 hereof, 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), and 4.3(d) hereof shall be paid in
cash to the Executive in a single lump sum, subject to the Release Agreement
described in Section 4.6, as soon as practicable following the Effective Date of
Termination (and successful expiration of the waiting periods set forth in
Section 4.6 hereof), but in no event beyond thirty (30) days from such date.

      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 Section 7 hereof,
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 limitation, any offset, counterclaim,
recoupment, defense, or other right which 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 7 hereof, 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 Executives or
from whomsoever 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

                                       5



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 Section 3.2 hereof, 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.

ARTICLE 7. DISPUTE RESOLUTION

      Any dispute or controversy arising under this Agreement shall be settled
by arbitration, conducted before a panel of three (3) arbitrators sitting in a
location selected by the Executive within fifty (50) miles from the location of
his job with the Company, in accordance with the rules of the American
Arbitration Association then in effect.

      Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. The Company shall not reimburse the Executive for any costs
associated with arbitration hereunder.

ARTICLE 8. OUTPLACEMENT ASSISTANCE

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

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 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.

                                       6



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. Accordingly, this Agreement will be deemed amended to the extent
necessary to preserve this Agreement's excepted status under Section 409A and
any temporary or final Treasury Regulations and guidance promulgated thereunder,
and the parties agree to cooperate with each other and to take reasonably
necessary steps in this regard.

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. The Executive may
make or change such designations at any time.

      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 the Agreement, and the 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 hereof,
no provision of this Agreement may be modified, waived, or discharged 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 supercede 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 related to a CIC, and is in lieu of any notice requirement, policy or
practice. Without limiting the generality of the proceeding sentence, the
Executive's potential rights to severance pay, benefits and notice under the
Weyerhaeuser Company Severance Pay Plan shall be completely replaced and
superceded by this Agreement. 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 related to a CIC.

                                       7



      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 this __
day of _______________, 2006.

      Weyerhaeuser Company                        Executive

      By: ________________________________        ______________________________

      Its: _______________________________

      Attest: ____________________________

                                       8