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

September 28, 2009

(Date of earliest event reported)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

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

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

Item 8.01.  Other Events

Item 9.01.  Financial Statements and Exhibits

SIGNATURES

EXHIBIT 1.1

EXHIBIT 4.1

EXHIBIT 4.2

EXHIBIT 99.1

EXHIBIT 99.2

ITEM 8.01.  OTHER EVENTS

On September 28, 2009, Weyerhaeuser Company (“Weyerhaeuser”) entered into an Underwriting Agreement with Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which Weyerhaeuser agreed to issue and sell to the Underwriters $500,000,000 in aggregate principal amount of its 7.375% Notes due 2019 (the “Notes”).  The public offering price of the Notes was 99.145% of the principal amount, plus accrued interest, if any.  The net proceeds from the offering will be approximately $490,725,000.00 after deducting underwriting discounts and estimated offering expenses.  Weyerhaeuser intends to use the net proceeds for general corporate and operational purposes, which may include, but are not limited to, working capital, capital expenditures and the repayment or repurchase of outstanding indebtedness.

The Underwriting Agreement contains customary representations, warranties and agreements by Weyerhaeuser, and customary conditions to closing, indemnification obligations of Weyerhaeuser and the Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions.

The Notes will be sold pursuant to Weyerhaeuser’s automatic shelf registration statement on Form S-3 (Registration No. 333-159748) under the Securities Act of 1933.  Weyerhaeuser has filed with the Securities and Exchange Commission a final prospectus supplement, dated September 28, 2009 (the "Prospectus Supplement"), together with the accompanying prospectus dated June 4, 2009, relating to the offering and sale of the Notes.

For a complete description of the terms and conditions of the Underwriting Agreement, the Officers’ Certificate establishing the form and terms of the Notes, and the Notes, please refer to the Underwriting Agreement, the form of the Officers’ Certificate and the form of Note, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1 and 4.2, respectively.  In addition, for a complete description of the terms and conditions of the Assumption Agreement dated as of January 1, 2009, and the Assignment and Assumption Agreement dated as of October 1, 2009 to be entered into in connection with the offering of the Notes, each of which are discussed in the Prospectus Supplement, please refer to the Assumption Agreement and the form of Assignment and Assumption Agreement which are incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

1.1           Underwriting Agreement dated September 28, 2009 between Weyerhaeuser Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several underwriters

4.1           Form of 7.375% Note due 2019.

4.2           Form of Officers’ Certificate, dated October 1, 2009, establishing the terms and form of the 7.375% Note due 2019.

99.1         Assumption Agreement dated as of January 1, 2009 between Weyerhaeuser Company and Weyerhaeuser NR Company.

99.2         Form of Assignment and Assumption Agreement dated as of October 1, 2009 between Weyerhaeuser Company and Weyerhaeuser NR Company.

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

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

Date:  October 1, 2009

EX-1.1

WEYERHAEUSER COMPANY

$500,000,000

7.375% NOTES DUE 2019

UNDERWRITING AGREEMENT

September 28, 2009

September 28, 2009

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York  10036

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York  10005

J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10019

As Representatives of the several Underwriters

Ladies and Gentlemen:

Weyerhaeuser Company, a Washington corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 7.375% Notes due 2019 (the “Securities”).  The Securities are to be issued under an Indenture dated as of April 1, 1986, as amended and supplemented by the First Supplemental Indenture thereto dated as of February 15, 1991, the Second Supplemental Indenture thereto dated as of February 1, 1993, the Third Supplemental Indenture thereto dated as of October 22, 2001, and the Fourth Supplemental Indenture thereto dated as of March 12, 2002 (as so amended and supplemented, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor trustee (the “Trustee”), to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), as trustee (the “Original Trustee”).

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-159748), including a prospectus, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company.  Such registration statement as amended to the date of this Agreement, and including the information (if any) deemed to be part of such registration statement pursuant to Rule 430B (“Rule 430B”) under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated June 4, 2009, in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Basic Prospectus.”  The Basic Prospectus, as supplemented by the prospectus supplement dated September 28, 2009 relating to the Securities, in the form first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus including, without limitation, the Time of Sale Prospectus (as defined below).  For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means, collectively, the Basic Prospectus, the preliminary prospectus supplement dated September 28, 2009 relating to the Securities and the free writing prospectuses, if any, identified in Schedule II hereto, and “Applicable Time” means 4:30 p.m. (New York City time) on the date hereof.  As used herein, the terms “Registration Statement,” “Basic Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated and deemed to be incorporated by reference therein.  The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.

1.           Representations and Warranties.  The Company represents and warrants to and agrees with each of the Underwriters that:

(a)           The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.  If the Registration Statement is an automatic shelf registration statement as defined in Rule 405 under the Securities Act, the Company was at all relevant times or is a well known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

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(b)           (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated or deemed to be incorporated by reference in the Time of Sale Prospectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) the Registration Statement, when it first became effective, at the respective times (if subsequent to such first effective date) when the Company’s most recent Annual Report on Form 10-K or any amendment thereto was filed with the Commission and at each “new effective date” with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act Regulations (as defined below) did not and will not, and the Registration Statement, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder (the “Securities Act Regulations”), (v) the Time of Sale Prospectus does not and, at the Applicable Time, will not, and at the time of each sale of Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each free writing prospectus, when taken together with the preliminary prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of, such free writing prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions in the Registration Statement, the Time of Sale Prospectus, any preliminary prospectus, any free writing prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein or (B) any trustee’s Statement of Eligibility on Form T-1 (each, a “Form T-1”) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(c)           The Company is not an “ineligible issuer” in connection with the offering pursuant to (or for purposes of or within the meaning of) Rule 164, 405 or 433 under the Securities Act.  Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations.  Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations.  Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.  Each free writing prospectus identified in Schedule II hereto, as of its issue date and at all times through the completion of the public offering and sale of the Securities, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

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(d)           The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing (or the local equivalent) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the Company’s ability to perform its obligations under this Agreement, the Securities, the Indenture, the Assumption Agreement dated as of January 1, 2009 (the “Original Assumption Agreement”), between the Company and Weyerhaeuser NR Company, a Washington corporation (“WNR”) or the Assignment and Assumption Agreement (the “Second Assumption Agreement”) dated as of the Closing Date (as defined below) between the Company and WNR.

(e)           Certain direct and indirect subsidiaries of the Company (including, without limitation, WNR) are identified on Exhibit A hereto (each a “Key Subsidiary” and collectively, the “Key Subsidiaries”).  Other than the Key Subsidiaries, the Company has no subsidiary that would constitute a “significant subsidiary” as such term is defined in Rule 1-02 of Regulation S-X.  Each Key Subsidiary has been duly incorporated, is validly existing as a corporation in good standing (or the local equivalent) under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing (or the local equivalent) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the ability of WNR to perform its obligations under the Original Assumption Agreement or the Second Assumption Agreement; all of the issued shares of capital stock of each Key Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)            This Agreement has been duly authorized, executed and delivered by the Company.

(g)           The outstanding shares of common stock, par value $1.25 per share (the “Common Stock”), of the Company and the single outstanding Special Voting Share (as defined below) have been duly authorized and are validly issued, fully paid and non-assessable.  “Special Voting Shares” means the shares of a series of Preference Shares, par value $1.00 per share, of the Company designated as the “Special Voting Shares (A Series of Preference Shares).”

(h)           The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity and public policy.

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(i)           The Securities have been duly authorized by the Company and, at the Closing Date, will have been duly executed by the Company and, when authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters in accordance with this Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity and public policy.

(j)           The Trustee has been duly appointed by the Company to serve as, and is, the trustee, security registrar, transfer agent and paying agent under the Indenture.  The Trustee has filed a Form T-1 as part of the Registration Statement and the Form T-1 is effective.

(k)           The Securities and the Indenture conform and will conform in all material respects to the respective statements relating thereto contained in the Time of Sale Prospectus and the Prospectus.

(l)           The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Indenture, the Securities, the Original Assumption Agreement  and the Second Assumption Agreement, and the execution and delivery by WNR of, and the performance by WNR of its obligations under, the Original Assumption Agreement  and the Second Assumption Agreement, will not contravene any provision of applicable law or the restated articles of incorporation or bylaws of the Company or the articles of incorporation or bylaws of WNR or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Indenture, the Securities, the Original Assumption Agreement  or the Second Assumption Agreement or for the performance by WNR of its obligations under the Original Assumption Agreement  or the Second Assumption Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities.  As used in this Agreement, all references to “subsidiaries” of the Company include, without limitation, WNR.

(m)           There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus on the date of this Agreement.

(n)           There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

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(o)           Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the Securities Act Regulations.

(p)           The Company and WNR are not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Prospectus neither the Company nor WNR will be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(q)           The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(r)           There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(s)           There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Securities registered pursuant to the Registration Statement.

(t)           The Company and each of its subsidiaries (i) have all necessary consents, authorizations, approvals, orders, certificates and permits of and from, and have made all declarations and filings with, all federal, state, local and other governmental, administrative or regulatory authorities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use their respective properties and assets and to conduct their respective businesses in the manner described in the Time of Sale Prospectus and the Prospectus, except to the extent that the failure to obtain such consents, authorizations, approvals, orders, certificates and permits or make such declarations and filings would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, and (ii) have not received any notice of proceedings relating to revocation or modification of any such consent, authorization, approval, order, certificate or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

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(u)           No material labor dispute exists with the employees of the Company or any of its subsidiaries or, to the Company’s knowledge, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(v)           The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects, except such as (i) are described in the Time of Sale Prospectus and the Prospectus, (ii) do not materially affect the value of such property, (iii) do not interfere with the use made and proposed to be made of such property by them or (iv) would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; any real property and buildings held under lease or license by them are held under valid, subsisting and enforceable leases or licenses, as the case may be, with such exceptions as are not material to the Company and its subsidiaries, taken as a whole, and do not interfere with the use made and proposed to be made of such property and buildings by them in a manner that would have a material adverse effect on the Company and its subsidiaries, taken as a whole; and all licenses to harvest timber granted by Canada or any province or territory thereof to the Company or any of its subsidiaries are valid, subsisting and enforceable, with such exceptions as are not material to the Company and its subsidiaries, taken as a whole.

(w)           Each of the Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “intellectual property rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(x)           The financial statements and related notes included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements and the notes thereto have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis except as disclosed therein; and there are no pro forma financial statements that the Company is required to include or incorporate by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus pursuant to the Securities Act or the Exchange Act or the rules and regulations of the Commission thereunder.

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(y)           The Company and its subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(z)           Except for standing timber, for which the Company does not maintain insurance, the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses taken as a whole; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business, except, in the case of both (i) and (ii), where the failure to continue or renew such coverage or to obtain similar coverage at reasonable cost from similar insurers, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(aa)           There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with Section 402 (related to loans) and Sections 302 and 906 (related to certifications) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Regulations”), nor, to the best knowledge of the Company, has there been any failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any other provision of the Sarbanes-Oxley Act or the Sarbanes-Oxley Regulations.

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(bb)           Except as disclosed in the Time of Sale Prospectus and the Prospectus, with respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof), (ii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange, (iii) the per share exercise price of each Stock Option was equal to or greater than the fair market value of a share of the applicable stock on the applicable Grant Date and (iv) each such grant was properly accounted for in accordance with generally accepted accounting principles consistently applied as in effect in the United States in the financial statements of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws.  The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinate the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.  The Company has not designated any Stock Options as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

(cc)           Each of the Original Assumption Agreement  and the Second Assumption Agreement has been duly authorized by the Company and WNR; and the Original Assumption Agreement has been duly executed and delivered by the Company and WNR and is a valid and binding agreement of the Company and WNR, enforceable against the Company and WNR in accordance with its terms, and on the Closing Date, the Second Assumption Agreement will have been duly executed and delivered by the Company and WNR and will be a valid and binding agreement of the Company and WNR, enforceable against the Company and WNR in accordance with its terms, in each case except as may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting creditors’ rights generally and by general principles of equity and public policy.

(dd)           The transactions contemplated by this Agreement, the Securities, the Indenture, the Original Assumption Agreement and the Assumption Agreement have been duly approved by a majority of the Continuing Directors (as defined in Article X of the amended and restated articles of incorporation of the Company “Article X”) voting separately and as a subclass of directors.

(ee)           The Securities rank and will rank pari passu in right of payment with all existing and future unsecured senior indebtedness of the Company and senior in right of payment to all other existing and future unsecured indebtedness of the Company.

2.           Agreements to Sell and Purchase.  The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule I hereto opposite its name at a purchase price of 98.145% of the principal amount thereof (the “Purchase Price”).

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3.           Terms of Public Offering.  The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

4.           Payment and Delivery.  Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on October 1, 2009, or at such other time on the same or such other date, not later than October 8, 2009, as shall be designated in writing by you.  The time and date of such payment are hereinafter referred to as the “Closing Date.”

The Securities shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date.  The Securities shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, against payment of the Purchase Price therefor.

5.           Conditions to the Underwriters’ Obligations. The obligations of the Company to sell the Securities to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Securities on the Closing Date are subject to the condition that no stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission.

The several obligations of the Underwriters are subject to the following further conditions:

(a)           Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i)           there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii)           there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus on the date of this Agreement that, in the judgment of Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Deutsche Bank Securities Inc. (“Deutsche Bank”) and J.P. Morgan Securities Inc. (“J.P. Morgan”), is material and adverse and that makes it, in the judgment of Morgan Stanley, Deutsche Bank and J.P. Morgan, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

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(b)           The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(c)           The Underwriters shall have received on the Closing Date an opinion of Jud Jackson, Senior Legal Counsel of the Company, dated the Closing Date, to the effect set forth in Exhibit B hereto.

(d)           The Underwriters shall have received on the Closing Date an opinion and negative assurance statement of Sidley Austin llp, counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to you.

(e)           The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from KPMG LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(f)           The Underwriters shall have received copies of the signed Second Assumption Agreement and Original Assumption Agreement, each as executed by the parties thereto and in form and substance satisfactory to you.

6.           Covenants of the Company.  In further consideration of the agreements of the Underwriters herein contained, the Company covenants with each Underwriter as follows:

(a)           To furnish to you, without charge, three signed copies of the Registration Statement (including exhibits thereto and documents incorporated by reference) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the periods mentioned in Section 6(e) and (f) below, as many copies of the Time of Sale Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

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(b)           Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus or prospectus supplement required to be filed pursuant to such Rule.

(c)           To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d)           Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e)           If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)           If, during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

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(g)           To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request.

(h)           To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(i)           Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus,  the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities, all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority Inc., (v) any fees charged by rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vii) the costs and charges of any trustee, transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8 entitled “Indemnity and Contribution,” and the last paragraph of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

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(j)           During the period beginning on the date of this Agreement and continuing through and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Securities without the prior written consent of Morgan Stanley, Deutsche Bank and J.P. Morgan.

(k)           To prepare and to provide to the Underwriters, as promptly as practicable after the time that the final terms of the Securities and the offering thereof have been established, a final term sheet relating to the offering of the Securities, containing only information that describes the final terms of the Securities or the offering in a form consented to by you, and to file such final term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act.

(l)           On the Closing Date, the Company will make a cash contribution to WNR in the amount set forth in the Second Assumption Agreement.

7.           Covenants of the Underwriters.  Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8.           Indemnity and Contribution.  (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any “road show” as defined in Rule 433(h) under the Securities Act that is a free writing prospectus, any “issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act, any “issuer information” as defined in Rule 433(h) under the Securities Act that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus, or any amendment or supplement to any of the foregoing, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

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(b)           Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any “issuer free writing prospectus” as defined in Rule 433(h) under the Securities Act or the Prospectus or any amendment or supplement to any of the foregoing.

(c)           In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Morgan Stanley, Deutsche Bank and J.P. Morgan, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity has been or could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

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(d)           To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth in such table.  The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amounts of Securities they have purchased hereunder, and not joint.

(e)           The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)           The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Securities.

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9.           Termination.  The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to purchase of the Securities by the Underwriters on the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, currency exchange rates or controls or any calamity or crisis that, in the judgment of Morgan Stanley, Deutsche Bank and J.P. Morgan, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the judgment of Morgan Stanley, Deutsche Bank and J.P. Morgan, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.           Effectiveness; Defaulting Underwriters.  This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus and in the Prospectus or in any other documents or arrangements may be effected.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

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If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11.           Absence of Fiduciary Relationship.  The Company acknowledges and agrees that the Underwriters named in this Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.  Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.  The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.  The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

12.           Counterparts.  This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13.           Applicable Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14.           Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to them at Morgan Stanley & Co. Incorporated, 1585 Broadway, 29th Floor, New York, New York 10036, Attention:  Investment Banking Division, Deutsche Bank Securities Inc., 60 Wall Street, New York, New York, 10005, attention:  Debt Capital Markets—Syndicate Desk,  and J.P. Morgan Securities Inc., 270 Park Avenue,  New York, New York 10017, Attention:  High Grade Syndicate Desk – 8th Floor; and,if to the Company, shall be delivered, mailed or sent to it at 33663 Weyerhaeuser Way South, Federal Way, Washington 98003, Attention: Vice President and Treasurer.

15. Headings.  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

[The remainder of this page has been left blank intentionally]

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Very truly yours,
WEYERHAEUSER COMPANY
By:
	Name:
	Title:

Accepted as of the date hereof
MORGAN STANLEY & CO. INCORPORATED
By:
	Name:
	Title:
DEUTSCHE BANK SECURITIES INC.
By:
	Name:
	Title:
By:
	Name:
	Title:
J.P. MORGAN SECURITIES INC.
By:
	Name:
	Title:

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto.

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SCHEDULE I

Underwriter	Principal Amount of Securities To Be Purchased
Morgan Stanley & Co. Incorporated	$	125,000,000
Deutsche Bank Securities Inc.		125,000,000
J.P. Morgan Securities Inc		125,000,000
Banc of America Securities LLC		37,500,000
Citigroup Global Markets Inc.		37,500,000
Goldman, Sachs & Co.		25,000,000
Mitsubishi UFJ Securities (USA), Inc.		12,500,000
Scotia Capital (USA) Inc.		12,500,000
Total	$	500,000,000

SCHEDULE II

Free Writing Prospectuses

1.           Free writing prospectus dated September 28, 2009

EXHIBIT A

Weyerhaeuser Real Estate Company

Weyerhaeuser NR Company

Pardee Homes

Weyerhaeuser Company Limited

A-1

EX-4.1

[Include the following legend (the “DTC Legend”) only in Global Securities]  THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

[Include the following legend (the “DTC Legend”) only in Global Securities]  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. R-1 Principal Amount: $·,000,000

CUSIP No.  962166 BV5

ISIN No. US962166BV52

WEYERHAEUSER COMPANY

7.375% Note due 2019

WEYERHAEUSER COMPANY, a Washington corporation (the “Issuer,” which term includes any successor thereto under the Indenture referred to below), for value received, hereby promises to pay to · [For inclusion in Global Securities - Cede & Co.], or registered assigns, at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York, the principal sum of · Dollars ($·,000,000) on October 1, 2019, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually in arrears on April 1 and October 1 of each year (each, an “Interest Payment Date”), commencing April 1, 2010, and at final maturity on said principal sum at said office or agency, in like coin or currency, at the rate of 7.375% per annum from the Interest Payment Date next preceding the date of this Note to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Note, or unless no interest has been paid or duly provided for on these Notes, in which case from October 1, 2009, until payment of said principal sum has been made or duly provided for; provided that, if this Note is not a Global Security, payment of interest will be made against presentation of this Note at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York (and the offices or agencies of the Issuer maintained for such purpose in any such other locations, if any, as the Issuer may from time to time elect) or, at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address shall appear on the Security register; and provided, further, that if this Note is a Global Security registered in the name of a Depositary or its nominee, payment of interest shall be made to the Depositary or its nominee, as the case may be, in accordance with the Depositary’s procedures as in effect from time to time.  Notwithstanding the foregoing, if the date hereof is after March 15 or September 15 (each, a “Regular Record Date”), as the case may be, and before the following Interest Payment Date, this Note shall bear interest from such Interest Payment Date; provided, that if the Issuer shall default in the payment of interest due on such Interest Payment Date, then this Note shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for on these Notes, from October 1, 2009; and provided, further, that, notwithstanding the foregoing provisions of this sentence, if no interest has been paid or duly provided for on these Notes, then this Note shall bear interest from October 1, 2009.  The interest so payable on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to below, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.  Interest on this Note shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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This Note is one of a duly authorized issue of Securities of the Issuer issued under and pursuant to an Indenture dated as of April 1, 1986 (the “Original Indenture”), as amended and supplemented by a First Supplemental Indenture thereto dated as of February 15, 1991 (the “First Supplemental Indenture”), a Second Supplemental Indenture thereto dated as of February 1, 1993 (the “Second Supplemental Indenture”), a Third Supplemental Indenture thereto dated as of October 22, 2001 (the “Third Supplemental Indenture”) and a Fourth Supplemental Indenture thereto dated as of March 12, 2002 (the “Fourth Supplemental Indenture;” the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and any other indentures supplemental thereto, is hereinafter called the “Indenture”), each between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture) to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Issuer and the Holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of the series of Securities designated on the face hereof (the “Notes”).

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The Notes may be redeemed, in whole or from time to time in part, at the option of the Issuer on any date at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed, and

(2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable Redemption Date) discounted to that Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points,

plus, in the case of both clause (1) and clause (2) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date; provided, however, that payments of interest on the Notes that are due and payable on or prior to a date fixed for redemption of Notes will be payable to the Holders of those Notes registered as such at the close of business on the relevant record dates according to their terms and the terms and provisions of the Indenture.  Any such redemption shall be effected in accordance with the terms and conditions set forth in the Indenture.

As used in this Note, the following terms have the meanings set forth below:

“Treasury Rate” means, with respect to any Redemption Date for the Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

“Comparable Treasury Price” means, with respect to any Redemption Date for the Notes, (1) the average (as determined by the Independent Investment Banker) of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four but more than one such Reference Treasury Dealer Quotations, the average (as determined by the Independent Investment Banker) of all such quotations, or (3) if the Independent Investment Banker obtains only one such Reference Treasury Dealer Quotation, such Reference Treasury Dealer Quotation.

“Independent Investment Banker” means, with respect to any Redemption Date for the Notes, Morgan Stanley & Co. Incorporated and its successors, Deutsche Bank Securities Inc. and its successors or J. P. Morgan Securities Inc. and its successors, whichever shall be selected by the Issuer, or, if all such firms or the respective successors, if any, to such firms, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Issuer.

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“Redemption Date” means, with respect to any Note or portion thereof to be redeemed, the date fixed for such redemption pursuant to the Indenture and the Notes.

“Reference Treasury Dealers” means, with respect to any Redemption Date for the Notes, Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J. P. Morgan Securities Inc. and their respective successors (provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefor another Primary Treasury Dealer), and one other Primary Treasury Dealer selected by the Issuer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date.  As used in the immediately preceding sentence, the term “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the applicable Redemption Date to each Holder of the Notes to be redeemed at the Holder’s registered address.  If less than all of the Notes are to be redeemed at the option of the Issuer, the Trustee will select, in a manner it deems fair and appropriate, the Notes, or portions of the Notes, to be redeemed.

Unless the Issuer defaults in payment of the redemption price (including interest accrued to the applicable Redemption Date), on and after the applicable Redemption Date interest will cease to accrue on the Notes or portions of the Notes called for redemption on that Redemption Date.

Notwithstanding the provisions of Section 12.2 of the Indenture, any notice of redemption of the Notes need not set forth the redemption price but only the manner of calculation thereof.  The Issuer will notify the Trustee of the redemption price promptly after the calculation thereof.  The Trustee shall have no responsibility for such calculation.

In case an Event of Default (as defined in the Indenture) with respect to the Notes shall have occurred and be continuing, the principal hereof and accrued and unpaid interest hereon may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

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The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; provided, that no such supplemental indenture shall, among other things, (i) extend the final maturity of any Security, or reduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, or reduce any amount payable on the redemption thereof, or make the principal thereof or the interest thereon payable in any coin or currency other than that provided in the Securities or in accordance with the terms thereof, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities the Holders of which are required to consent to any such supplemental indenture without the consent of the Holder of each Security so affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default, prior to any declaration accelerating the maturity of the Securities of any series, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default or Event of Default in respect of the payment of the principal of or premium, if any, or interest on any of the Securities or a default or Event of Default in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Security affected.  Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or substitution herefor or on registration of transfer hereof, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

The Notes are issuable in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.  Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations upon surrender of the Notes to be exchanged at the agency of the Issuer maintained for that purpose in the Borough of Manhattan, The City of New York in the manner and subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge that may be imposed in connection therewith.

The Notes are not subject to any sinking fund.

Upon due presentment for registration of transfer of this Note at the agency of the Issuer maintained for that purpose, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge that may be imposed in connection therewith.

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The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and premium, if any, and, subject to the provisions of the first paragraph hereof, interest hereon and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall be affected by any notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or in any Note, or because of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

This Note shall be governed by and construed in accordance with the laws of the State of New York, except as may otherwise be required by mandatory provisions of law.

Terms used in this Note which are defined in the Indenture shall have the respective meanings assigned thereto in the Indenture.

The Indenture contains provisions whereby the Issuer may be discharged from its obligations with respect to the Notes, subject to exceptions, if the Issuer deposits with the Trustee cash or U.S. Government Obligations in the amount and in the manner, and satisfies certain other conditions, as in the Indenture provided.

This Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under the Indenture by manual signature of an authorized signatory of the Trustee.

Offer to Purchase Upon Change of Control Triggering Event

If a Change of Control Triggering Event occurs, the Issuer will make an offer (the “Change of Control Offer”) to each Holder of Notes to repurchase (at such Holder’s option) all or any part (in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes on the terms described below.  In the Change of Control Offer, the Issuer will offer payment in cash equal to 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes (or portions thereof) repurchased to, but excluding, the date of repurchase (the “Change of Control Payment”); provided that, notwithstanding the foregoing, payments of interest on the Notes that are due and payable on any dates falling on or prior to such a date of repurchase will be payable to the Holders of those Notes registered as such at the close of business on the relevant record dates in accordance with their terms and the terms of the Indenture.  Within 30 days following any Change of Control Triggering Event, the Issuer will mail (or cause to be mailed) a notice (the “Change of Control Purchase Notice”) to all Holders of Notes (with a copy to the Trustee) describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in such notice, which date will be a business day no earlier than 30 days and no later than 60 days after the date such notice is mailed (the “Change of Control Payment Date”).

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Holders electing to have a Note or portion thereof repurchased pursuant to a Change of Control Offer will be required to surrender the Note (which, in the case of Notes in book-entry  form, may be by book-entry transfer) to the Trustee (or to such other agent as may be appointed by the Issuer for such purpose) at the address specified in the applicable Change of Control Purchase Notice prior to the close of business on the business day immediately preceding the applicable Change of Control Payment Date and to comply with other procedures set forth in such Change of Control Purchase Notice.  As used in the preceding sentence and in the last sentence of the preceding paragraph, the term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

On any Change of Control Payment Date, the Issuer will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Trustee (if the Trustee is acting as paying agent for the Notes) or any other duly appointed paying agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver the repurchased Notes or cause the repurchased Notes to be delivered to the Trustee for cancellation, accompanied by an Officers’ Certificate stating the aggregate principal amount of repurchased Notes and that all conditions precedent provided for in the Notes and the Indenture relating to such Change of Control Offer and the repurchase of Notes by the Issuer pursuant thereto have been complied with.

Interest on Notes and portions of Notes duly tendered for repurchase pursuant to a Change of Control Offer will cease to accrue on and after the applicable Change of Control Payment Date, unless the Issuer shall have failed to accept such Notes and such portions of Notes for payment, failed to deposit the total Change of Control Payment in respect thereof or failed to deliver the Officers’ Certificate, all as required by, and in accordance with, the immediately preceding sentence.

The Issuer will promptly pay, or will cause the Trustee (if the Trustee is acting as paying agent for the Notes) or another duly appointed paying agent for the Notes to promptly pay (by application of funds deposited by the Issuer), to each Holder of Notes (or portions thereof) duly tendered and accepted for payment by the Issuer pursuant to a Change of Control Offer, the Change of Control Payment for such Notes, and the Issuer will cause the Trustee to promptly authenticate and mail (or deliver by book entry transfer, as applicable) to each such Holder a new Note equal in principal amount to the unpurchased portion, if any, of the Notes surrendered by such Holder; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.  The Issuer shall, or shall cause the Trustee to, promptly mail (or cause to be delivered by book entry transfer, as applicable) to the Holders thereof any Notes not so accepted for payment by the Issuer.

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The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control Triggering Event.  To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Issuer shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions of the Notes by virtue of such conflict.

The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party purchases all Notes properly tendered under its offer and delivers the repurchased Notes or causes the repurchased Notes to be delivered to the Trustee for cancellation on the applicable Change of Control Payment Date.  In addition, the Issuer will not repurchase any Notes pursuant to a Change of Control Offer if there has occurred and is continuing on the applicable Change of Control Payment Date an Event of Default under the Indenture (other than an Event of Default resulting from the Issuer’s failure to comply with any of the provisions of the Notes or the Indenture relating to such Change of Control Offer or the repurchase of Notes pursuant thereto, including, without limitation, any default in payment of the Change of Control Payment), including Events of Default arising with respect to other series of Securities outstanding under the Indenture.

The foregoing Change of Control provisions of the Notes shall cease to be applicable (and any failure of the Issuer to comply therewith shall not constitute an Event of Default) if (i) the Indenture shall have ceased to be of further effect with respect to the Notes pursuant to Section 10.1(A) of the Indenture (as used in this paragraph, “satisfaction and discharge”), or (ii) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all of the Notes pursuant to Section 10.1(B) of the Indenture (as used in this paragraph, “defeasance”) (it being understood that, in addition to the other conditions to defeasance set forth in the Indenture, any such defeasance shall not be effective until the 121st day after the date of deposit referred to in subparagraph (a) of Section 10.1(B) of the Indenture), and, in the case of both clause (i) and (ii) of this sentence, the Issuer shall have satisfied the conditions set forth in the Indenture to such satisfaction and discharge or such defeasance, as the case may be, and (without limitation to the foregoing) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (each of which comply with Section 11.5 of the Indenture), each to the effect that all conditions precedent to such satisfaction and discharge or defeasance, as the case may be, provided for in the Indenture have been complied with.

For purposes of the provisions set forth under this caption “Offer to Purchase Upon Change of Control Triggering Event,” the following terms have the respective meanings specified below:

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) in the equity of such Person (including, without limitation, (i) with respect to a corporation, common stock, preferred stock and any other capital stock, (ii) with respect to a partnership, partnership interests (whether general or limited), and (iii) with respect to a limited liability company, limited liability company interests).

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“Change of Control” means the occurrence of any of the following: (a) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the Issuer or any of its subsidiaries) becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Issuer’s outstanding Voting Stock or other Voting Stock into which the Issuer’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (b) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries, taken as a whole, to one or more Persons (other than the Issuer or any of it subsidiaries); or (c) the first day on which a majority of the members of the Issuer’s board of directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to be a Change of Control if (1) the Issuer becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(y) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s Voting Stock immediately prior to that transaction or (z) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than a holding company satisfying the requirements of this sentence, is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of such holding company, measured by voting power rather than number of shares.  As used in this paragraph, the term “subsidiary” means, with respect to any Person (the “Parent”), any other Person at least a majority of whose outstanding Voting Stock, measured by voting power rather than number of shares, is owned, directly or indirectly, at the date of determination by the Parent and/or one or more other subsidiaries of the Parent.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Issuer’s board of directors who (a) was a member of the Issuer’s board of directors on the date the Notes were originally issued or (b) was nominated for election, elected or appointed to the Issuer’s board of directors with the approval of a majority of the Continuing Directors who were members of the Issuer’s board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Issuer’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).  If at any time the Issuer is not a corporation, then references in the foregoing sentence to members of its board of directors shall be deemed to include, as applicable, the members of any other governing body thereof performing a similar function.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto.

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“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (a) each of Moody’s and S&P; and (b) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Issuer (as certified by a Board Resolution delivered to the Trustee) as a replacement for Moody’s or S&P, or both of them, as the case may be.

“Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by either of the Rating Agencies) after the earlier of (a) the occurrence of a Change of Control and (b) public notice of the occurrence of a Change of Control or the Issuer’s intention to effect a Change of Control; provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Rating Event for purposes of the definition of “Change of Control Triggering Event”) if each Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Trustee in writing at the Issuer’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Rating Event).

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act)  as of any date, any Capital Stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person or, if such person is not a corporation, any governing body thereof performing a similar function.

As used under this caption “Offer to Purchase Upon Change of Control Triggering Event,” all references to sections of the Exchange Act and to rules and regulations under the Exchange Act shall include any successor provisions thereto.

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For purposes of clarity, the Issuer confirms that (1) the provisions set forth under this caption “Offer to Purchase Upon Change of Control Triggering Event” constitute covenants of the Issuer under the Indenture in respect of, and solely for the benefit of the Holders of, the Notes, (2) for purposes of Section 5.1(d), Section 5.10, Section 8.2 and any other applicable provisions of the Indenture, the Notes shall be deemed to be the only series of Securities affected by such covenants or by any default in the performance, or breach, of any such covenants or any default or Event of Default resulting therefrom or by any change therein or amendment thereto or waiver thereof and, without limitation to the foregoing, any such default or Event of Default shall be deemed to be a default or Event of Default, as the case may be, only with respect to the Notes, (3) such covenants shall constitute a “right of repayment at the option of the Securityholder” for purposes of Section 8.2 of the Indenture and, without limitation to the foregoing, no supplemental indenture entered into pursuant to Article Eight of the Indenture shall reduce the amount payable in respect of, or extend the time for payment of, any Notes pursuant to such covenants without the consent of the Holder of each Note so affected and (4) any failure by the Issuer to pay all or any part of the Change of Control Payment as and when required pursuant to such covenants shall constitute an Event of Default with respect to the Notes under Section 5.1(b) of the Indenture.

Additional Covenants

The Issuer agrees that, at any and all times that (1) any of the Notes are Outstanding and (2) any Prior Indebtedness is entitled to the benefit of, covered by, or otherwise subject to, the Original Assumption Agreement:

(A) the Issuer will not cause or permit the Second Assumption Agreement to be terminated or to cease to be in full force and effect and will take and cause to be taken  (by WNR or otherwise) all such action as may be necessary so that the Second Assumption Agreement shall remain in full force and effect, and

(B) the Issuer will take or cause to be taken (by WNR or otherwise) all such action (including, without limitation, entering into and causing WNR to enter into amendments or supplements to the Second Assumption Agreement) so that the terms of the Second Assumption Agreement shall be at least as favorable (as reasonably determined by the Issuer) to the Holders of the Notes as the terms of the Original Assumption Agreement are to the holders of any Prior Indebtedness (for purposes of clarity, the Second Assumption Agreement, as in effect on October 1, 2009, shall be deemed to be as favorable to the Holders of the Notes as the Original Assumption Agreement, as in effect on such date, is to the holders of the Prior Indebtedness).

The provisions set forth in the immediately preceding paragraph shall cease to be applicable (and any failure of the Issuer to comply therewith shall not constitute an Event of Default with respect to the Notes under the Indenture) if  (i) the Indenture shall have ceased to be of further effect with respect to the Notes pursuant to Section 10.1(A) of the Indenture (as used in this paragraph, “satisfaction and discharge”), or (ii) the Issuer shall be deemed to have paid and discharged the entire indebtedness on all of the Notes pursuant to Section 10.1(B) of the Indenture (as used in this paragraph, “defeasance”) (it being understood that, in addition to the other conditions to defeasance set forth in the Indenture, any such defeasance shall not be effective until the 121st day after the date of deposit referred to in subparagraph (a) of Section 10.1(B) of the Indenture), and, in the case of both clause (i) and (ii) of this sentence, the Issuer shall have satisfied the conditions set forth in the Indenture to such satisfaction and discharge or such defeasance, as the case may be, and (without limitation to the foregoing) shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (each of which comply with Section 11.5 of the Indenture), each to the effect that all conditions precedent to such satisfaction and discharge or defeasance, as the case may be, provided for in the Indenture have been complied with.

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For purposes of the provisions set forth under this caption “Additional Covenants,” the following terms have the respective meanings set forth below:

“Original Assumption Agreement” means the Assumption Agreement dated as of January 1, 2009 between the Issuer and WNR, as the same may be amended or supplemented from time to time.

“Prior Indebtedness” means any indebtedness, bonds, notes, debentures or other similar instruments which were entitled to the benefit of, covered by, or otherwise subject to, the Original Assumption Agreement as of October 1, 2009, including, without limitation, all indebtedness listed on Schedule 1 to the Original Assumption Agreement as of such date.

“Second Assumption Agreement” means the Assumption Agreement dated as of October 1, 2009 between the Issuer and WNR, as the same may be amended or supplemented from time to time.

“WNR” means Weyerhaeuser NR Company, a Washington corporation, and its successors.

For purposes of clarity, the Issuer confirms that (1) the provisions set forth under this caption “Additional Covenants” constitute covenants of the Issuer under the Indenture in respect of, and solely for the benefit of the Holders of, the Notes and (2) for purposes of Section 5.1(d), Section 5.10, Section 8.2 and any other applicable provisions of the Indenture, the Notes shall be deemed to be the only series of Securities affected by such covenants or by any default in the performance, or breach, of any such covenants or any default or Event of Default resulting therefrom or by any change therein or amendment thereto or waiver thereof and, without limitation to the foregoing, any such default or Event of Default shall be deemed to be a default or Event of Default, as the case may be, only with respect to the Notes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-12-

IN WITNESS WHEREOF, Weyerhaeuser Company has caused this instrument to be signed and its corporate seal attested by  the manual or facsimile signatures of its duly authorized officers and has caused its corporate seal (or a facsimile thereof) to be affixed hereunto or imprinted hereon.

Dated:

	WEYERHAEUSER COMPANY
[SEAL]
	By:
		Name:  Jeffrey W. Nitta
		Title:  Vice President and Treasurer

Attest:
	Name:  Claire S. Grace
	Title:  Corporate Secretary and
	Assistant General Counsel

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,

as Trustee

By:

Authorized Signatory

-13-

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM—as tenants in common	UNIF GIFT MIN ACT - -	__________________Custodian__________________
TEN ENT—as tenants by the entireties		(Cust)	(Minor)
JT TEN—as joint tenants with right of survivorship		Under Uniform Gifts to Minors
and not as tenants in common		Act________________________________________
		(State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

the within security and all rights thereunder, hereby irrevocably constituting and appointing

___________________________________________________________________________________________ Attorney

to transfer said security on the books of the Issuer with full power of substitution in the premises.

Dated: Signed:

Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within security in every particular, without alteration or enlargement or any change whatever.

-14-

EX-4.2

Officers’ Certificate Pursuant to Sections 2.1, 2.3 and 2.4(3) of the Indenture

Dated:  October 1, 2009

The undersigned, Jeffrey W. Nitta, Vice President and Treasurer, and Claire S. Grace, Vice President, Corporate Secretary and Assistant General Counsel, of Weyerhaeuser Company, a Washington corporation  (the “Company”), hereby certify as follows:

The undersigned, having read the appropriate provisions of the Indenture dated as of April 1, 1986 (the “Original Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of February 15, 1991 (the “First Supplemental Indenture”), the Second Supplemental Indenture dated as of February 1, 1993 (the “Second Supplemental Indenture”), the Third Supplemental Indenture dated as of October 22, 2001 (the “Third Supplemental Indenture”) and the Fourth Supplemental Indenture dated as of March 12, 2002 (the “Fourth Supplemental Indenture”) (the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, is hereinafter called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”), successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank and Chemical Bank), including Sections 2.1, 2.3, 2.4 and 11.5 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not the conditions set forth in the Indenture relating to the establishment of the terms of the Company’s 7.375% Notes due 2019 (the “Offered Securities”) and the form of certificate evidencing the Offered Securities have been complied with, and whether the conditions in the Indenture relating to the authentication and delivery by the Trustee of the Offered Securities have been complied with, certify that:

1.           the terms of the Offered Securities were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the Company on September 24, 2009 (the “Resolutions”) and such terms are as set forth and incorporated by reference in Annex I hereto,

2.           the form of certificate evidencing the Offered Securities was established by the undersigned pursuant to authority delegated to them by the Resolutions and is in substantially the form attached as Exhibit 1 to Annex I hereto, it being understood that the legends appearing on any such certificate need to be included only so long as such certificate evidences a Global Security (as defined in the Indenture) and that, as provided in Annex I hereto, the format (but not the substance) of the certificates evidencing the Offered Securities may be changed,

3.           the form and terms of the Offered Securities of such series have been established pursuant to Sections 2.1 and 2.3 of the Indenture and comply with the Indenture, and

4.           to the knowledge of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections 2.1, 2.3 and 2.4 of the Indenture) relating to the establishment of the terms of the Offered Securities of such series and the form of certificate evidencing the Offered Securities of such series, and relating to the execution, authentication and delivery of the Offered Securities of such series, have been complied with.

This certificate may be executed by the parties hereto in counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were on the same instrument, but all such counterparts shall together constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above.

Jeffrey W. Nitta

Vice President and Treasurer

Claire S. Grace

Vice President, Corporate Secretary and

Assistant General Counsel

ANNEX I

The terms “Indenture” and “Company,” as used in this Annex I, have the respective meanings set forth in the Officers’ Certificate to which this Annex I is attached, and other capitalized terms used in this Annex I and not otherwise defined herein have the same definitions as in the Indenture.

(1)           The series of Securities established hereby shall be known and designated as the 7.375% Notes due 2019 (the “Offered Securities”).

(2)           The aggregate principal amount of the Offered Securities of such series that may be authenticated and delivered under the Indenture is initially limited to $500,000,000, except for Offered Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Offered Securities of such series pursuant to Sections 2.2A, 2.8, 2.9, 2.11, 8.5 or 12.3 of the Indenture or pursuant to the provisions appearing under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities of such series attached hereto as Exhibit 1.  However, such series of Offered Securities may be re-opened from time to time by the Company for the issuance of additional Offered Securities of such series, without the consent of the Holders, so long as any such additional Offered Securities of such series have the same form and terms (except that any such additional Offered Securities may be dated as of different dates and may have different dates from which interest thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Offered Securities of such series theretofore issued; provided, however, that, notwithstanding the foregoing, the Offered Securities of such series may not be reopened if the Company has effected satisfaction and discharge or defeasance with respect to the Offered Securities of such series pursuant to Section 10.1(A) or 10.1(B) of the Indenture; and provided, further, that no additional Offered Securities of such series may be issued at a price that would cause such additional Offered Securities to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended.

(3)           The Offered Securities of such series are to be issuable only as Registered Securities without coupons.  The Offered Securities of such series shall be issued in book-entry form and represented by one or more Global Securities of such series, the initial Depositary for the Global Securities of such series of Offered Securities shall be The Depository Trust Company and the depositary arrangements shall be those employed by whomever shall be the Depositary with respect to the Global Securities of such series from time to time.  Notwithstanding the foregoing, certificated Offered Securities of such series in definitive form may be issued in exchange for Global Securities of such series under the circumstances contemplated by clauses (c)(i), (ii) and (iii) of Section 2.2A of the Indenture.

(4)           The Offered Securities authorized hereby shall be originally issued on October 1, 2009 (the “Closing Date”) and shall be sold by the Company to the underwriters (the “Underwriters”) named in the Underwriting Agreement dated September 28, 2009 (the “Underwriting Agreement”) among the Company and Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as representatives of the several Underwriters (the form, terms, execution and delivery of such Underwriting Agreement being hereby authorized, ratified, confirmed and approved in all respects), at a price equal to 98.145% of the principal amount of the Offered Securities.  The initial price to the public of the Offered Securities originally issued on the Closing Date shall be 99.145% of the principal amount thereof plus accrued interest, if any, from October 1, 2009, and underwriting discounts and commissions shall be 1.000% of the principal amount of such Offered Securities.

(5)           The final maturity date of the Offered Securities on which the principal thereof is due and payable shall be October 1, 2019.

(6)           The principal of the Offered Securities of such series will bear interest at the rate set forth in the form of certificate evidencing the Offered Securities of such series attached as Exhibit 1 hereto.  Interest on the Offered Securities of such series will accrue from the date, and will be payable on the dates and to the persons, provided in the form of certificate evidencing the Offered Securities of such series attached as Exhibit 1 hereto.  Interest on the Offered Securities of such series will be computed on the basis of a 360-day year of twelve 30-day months.  No additional amounts of the nature referred to in subparagraph (15) of Section 2.3 of the Indenture shall be payable on the Offered Securities of such series.

(7)           The principal of and premium, if any, and interest on the Offered Securities of such series shall be payable, the Offered Securities of such series may be surrendered for registration of transfer and exchange, and notices and demands to or upon the Company in respect of the Offered Securities of such series or the Indenture may be served, at the agency of the Company maintained for such purposes from time to time in the Borough of Manhattan, The City of New York, and the Company hereby appoints the Trustee as trustee, paying agent, transfer agent and registrar for the Offered Securities of such series and designates the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, as the Company’s agency for the foregoing purposes; provided, however, that the Company, subject to the applicable provisions of the Indenture, may, with respect to the Offered Securities of such series, appoint another Person to be the registrar, transfer agent or paying agent, and appoint additional registrars, transfer agents and paying agents, with respect to the Offered Securities of such series, so long as the Company shall at all times maintain an agency for the foregoing purposes in the Borough of Manhattan, The City of New York for the Offered Securities of such series.

(8)           The Offered Securities of such series may be redeemed by the Company, in whole or from time to time in part, at the option of the Company on any date upon not less than 30 nor more than 60 days notice given as provided in the Indenture, at a redemption price calculated as provided in the form of Offered Securities of such series attached hereto as Exhibit 1, plus accrued and unpaid interest on the principal amount of the Offered Securities of such series being redeemed to the applicable redemption date; provided that payments of interest on the Offered Securities of such series that are due and payable on or prior to a date fixed for redemption of the Offered Securities of such series will be payable to the Holders of the Offered Securities of such series registered as such at the close of business on the relevant record dates according to their terms and the terms and provisions of the Indenture.

Any redemption of Offered Securities of such series shall be made on the other terms and conditions set forth in the Indenture.  The Offered Securities of such series shall not be subject to a sinking fund or analogous provision.

(9)           The Company will be required to offer to repurchase the Offered Securities of such series, and to repurchase duly tendered Offered Securities of such series, upon the terms, and subject to the conditions, set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities of such series attached as Exhibit 1 hereto.

(10)           The principal of, premium, if any, and interest on the Offered Securities of such series shall be payable in such coin or currency of the United States of America as of the time of payment shall be legal tender for the payment of public and private debts.

(11)           The Offered Securities of such series shall be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

(12)           To the extent that any provision of the Indenture or the Offered Securities of such series provides for the payment of interest on overdue principal of, or premium, if any, or interest on, the Offered Securities of such series, then, to the extent permitted by applicable law, interest on such overdue principal, premium, if any, and interest shall accrue at the rate of interest borne by the Offered Securities of such series, and, anything in the Indenture to the contrary notwithstanding, in the case of any requirement in the Indenture that the Company pay (or that the Trustee distribute) interest on overdue principal of, or premium, if any, or interest on, the Offered Securities of such series, such payment or distribution shall only be required to the extent it is permitted by applicable law.

(13)           As used in the Indenture with respect to the Offered Securities of such series and in the certificates evidencing the Offered Securities of such series, all references to “premium” on the Offered Securities of such series shall mean any amounts (other than accrued interest) payable upon the redemption of any Offered Security of such series, or the repurchase of any Offered Security of such series pursuant to the provisions set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities of such series attached as Exhibit 1 hereto,in excess of 100% of the principal amount of such Offered Security.

(14)           The provisions of Section 3.9 of the Indenture shall not be applicable with respect to the Offered Securities of such series and the Offered Securities of such series shall not be entitled to the benefits of such Section 3.9.

(15)           The following additional terms shall be applicable with respect to the Offered Securities of such series:

(a) the phrase “due or to become due to such date of maturity” appearing in the 36th and 37th lines of Section 10.1(A) of the Indenture shall be deleted and replaced with the phrase “due or to become due on or prior to such date of maturity or redemption, as the case may be,”;

(b) the Company shall not act as its own paying agent for purposes of Section 10.2 of the Indenture or for purposes of the provisions set forth under the caption “Offer to Purchase Upon Change of Control Triggering Event” in the form of certificate evidencing the Offered Securities of such series attached hereto as Exhibit I;

(c) all references in the Indenture to the “Secretary” and any “Assistant Secretary” of the Company shall be deemed to include a reference to the Corporate Secretary and any Assistant Corporate Secretary, respectively, of the Company; and

(d) the phrase “acquires by sale or conveyance substantially all the assets” appearing in clause (i) of Section 9.1 of the Indenture shall be deleted and replaced with the phrase “acquires by sale or conveyance all or substantially all the assets”.

(16)           The certificates evidencing the Offered Securities of such series shall be in substantially the form of the certificate attached hereto as Exhibit 1, it being understood that the certificate evidencing any Offered Security may be modified so that the signatures and/or trustee’s certificate of authentication appear on the same page as the principal amount of such Offered Security and that the format (but not the substance) of any such certificate may also be changed in such manner as any officer the Company may approve, such approval to be conclusively evidenced by the authentication of any such certificate by the Trustee.

(17)           The Offered Securities of such series shall have such additional terms and provisions as are set forth in the form of certificate evidencing the Offered Securities of such series attached hereto as Exhibit 1, which terms and provisions are hereby incorporated by reference in and made a part of this Annex I and the Indenture as if set forth in full herein and therein.

EXHIBIT 1

Form of Certificate Evidencing the Offered Securities

EX-99.1

ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (this “Agreement”) is dated as of January 1, 2009, and made by Weyerhaeuser NR Company, a Washington corporation (“Obligor”), in favor of Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”).

RECITALS

A.           Obligor is a wholly-owned subsidiary of Weyerhaeuser.  As a condition to and in consideration for the contribution by Weyerhaeuser of certain of its assets to Obligor, Obligor has agreed, as between Weyerhaeuser and Obligor, to assume certain indebtedness of Weyerhaeuser.

B.           The purpose of this Agreement is to evidence the assumption by Obligor of certain indebtedness of Weyerhaeuser.

NOW, THEREFORE,in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Obligor hereby agrees with and for the benefit of Weyerhaeuser from time to time as follows:

1. Assumption

(a)           As between Weyerhaeuser and Obligor, Obligor, hereby unconditionally and expressly assumes the due and punctual performance of all payment obligations (the “Indebtedness Payment Obligations”) of Weyerhaeuser under and in respect of the indebtedness of Weyerhaeuser described on Schedule I attached to this Agreement, including, without limitation, the payment of all principal, interest, any yield maintenance premium or other prepayment charge in respect of such indebtedness, costs of enforcement of the rights of the holders of such indebtedness and other charges, fees and costs arising out of or related to such indebtedness (collectively, the “Indebtedness”), all to the same extent and with the same effect as if Obligor had originally executed all agreements, instruments and other documents evidencing, arising out of or related to such Indebtedness (collectively, and as amended from time to time, the “Loan Documents”) and had been named as an additional original obligor therein in respect of the Indebtedness.

(b)           Obligor shall satisfy the Indebtedness Payment Obligations by making payments (i) directly to the holders of the Indebtedness (or any trustee acting on behalf of such holders) or (ii) directly to Weyerhaeuser, as instructed by Weyerhaeuser from time to time as reimbursement in the event Weyerhaeuser has been required to make any payments to the holders (or any trustee acting on behalf of such holders).

(c)           Obligor acknowledges and agrees that no occurrence or circumstance occurring after the date of this Agreement shall cause a reduction in Obligor’s obligations to Weyerhaeuser under this Agreement, other than the subsequent payment by Obligor in cash of the Indebtedness.

2. Assumption Absolute

Obligor’s obligations under this Agreement shall in all respects be continuing, absolute, unconditional and irrevocable, and shall remain in full force and effect until all of the Indebtedness has been paid in full.  Obligor agrees that the Indebtedness will be paid strictly in accordance with the terms of each of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Weyerhaeuser with respect thereto.  The liability of Obligor under this Agreement shall be absolute, unconditional and irrevocable irrespective of:

(a)           any change in the time, manner, or place of payment of, or in any other term of, the Indebtedness or any of the Loan Documents or any other extension, compromise or renewal of the Indebtedness;

(b)           any reduction, limitation, impairment or termination of the Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and Obligor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Indebtedness;

(c)           any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of any of the Loan Documents;

(d)           any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, securing any of the Indebtedness; or

(e)           any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Weyerhaeuser or Obligor.

3. Continued Liability

Notwithstanding the assumption by Obligor of the Indebtedness of Weyerhaeuser pursuant to Section 1(a), as between Weyerhaeuser and the holders of the Indebtedness, Weyerhaeuser shall continue to be the primary obligor with respect to the Indebtedness and Weyerhaeuser shall not be released from its obligations under the Indebtedness as a result of this Agreement.  In no event shall this Agreement be construed to constitute an assignment or transfer of any of the rights or obligations of Weyerhaeuser under the Loan Documents.

4. Representations and Warranties

Obligor represents, warrants and affirms for the benefit of the holders of the Indebtedness as follows:

(a)           Obligor is a corporation duly organized and validly existing under the laws of the state of Washington with all requisite power and authority to own and operate its properties, to conduct its business as proposed to be conducted and to enter into and perform its obligations under this Agreement.

(b)           This Agreement constitutes a legal, valid and binding obligation of Obligor enforceable against it in accordance with its terms.

5. Binding Effect, Etc.

This Agreement shall be binding upon Obligor and its successors and assigns and shall inure to the benefit of each of Weyerhaeuser and their respective successors and assigns; provided, however, that Obligor may not assign any of its obligations or rights under this Agreement.  Weyerhaeuser is the intended beneficiary of the obligations of Obligor under this Agreement and shall be entitled to commence and pursue any action or proceeding against Obligor with respect to Obligor’s obligations under this Agreement.

6. Amendments

This Agreement may not be amended, supplemented, modified or otherwise terminated without the prior written consent of Weyerhaeuser.

7. Counterparts

This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.

8. Severability

The illegality or unenforceability of any provision of this Agreement shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

9. Headings

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

10. No Waiver; Remedies

No failure on the part of Weyerhaeuser to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

11. Governing Law; Jurisdiction

(a)           THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

(b)           ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, OF WASHINGTON, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, OBLIGOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  OBLIGOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NONCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY LOAN DOCUMENT RELATED HERETO OR THERETO.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF WEYERHAEUSER TO COMMENCE PROCEEDINGS OR BRING ANY ACTION OR OTHERWISE PROCEED AGAINST OBLIGOR IN ANY COURT OF ANY OTHER JURISDICTION.

12. Waiver of Jury Trial

OBLIGOR WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY WEYERHAEUSER AGAINST ANY OBLIGOR, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  OBLIGOR AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, OBLIGOR FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered on the date first above written.

WEYERHAEUSER NR COMPANY
By:
	Jeffrey W. Nitta
	Vice President and Treasurer

ACKNOWLEDGED AND AGREED TO BY:

WEYERHAEUSER COMPANY

By:
	Jeffrey W. Nitta
	Vice President and Treasurer

Schedule I

Outstanding Indebtedness

Type	Issue Date	Maturity Date	Original Principal		Rate		Repurchases		Balance
Debenture	09/27/1991 12:00:00 AM	10/01/2021		150,000,000.00		9.0		0.00		150,000,000.00
Debenture	03/01/1993  12:00:00 AM	03/01/2013		250,000,000.00		7.50		-94,389,000.00		155,611,000.00
Debenture	07/01/1993 12:00:00 AM	07/01/2013		250,000,000.00		7.25		-121,474,000.00		128,526,000.00
Debenture	07/15/1993  12:00:00 AM	07/15/2023		250,000,000.00		7.13		-58,911,000.00		191,089,000.00
Debenture	01/15/1995  12:00:00 AM	01/15/2025		300,000,000.00		8.50		0.00		300,000,000.00
Debenture	03/15/1995  12:00:00 AM	03/15/2025		250,000,000.00		7.95		-113,967,000.00		136,033,000.00
Debenture	07/01/1996  12:00:00 AM	07/01/2026		200,000,000.00		7.35		-137,688,000.00		62,312,000.00
Debenture	07/01/1996  12:00:00 AM	07/01/2026		200,000,000.00		7.85		-100,101,000.00		99,899,000.00
Debenture	08/01/1997  12:00:00 AM	08/01/2017		300,000,000.00		6.95		-19,216,000.00		280,784,000.00
Debenture	10/08/1997  12:00:00 AM	10/01/2027		300,000,000.00		6.95		0.00		300,000,000.00
Debenture	01/30/1998 12:00:00 AM	02/01/2018		100,000,000.00		7.00		-37,658,000.00		62,342,000.00
Debenture	03/12/2002 12:00:00 AM	03/15/2032		1,250,000,000.00		7.38		0.00		1,250,000,000.00
Debenture	12/17/2002  12:00:00 AM	12/15/2033		275,000,000.00		6.88		0.00		275,000,000.00
IRB-Fixed	04/21/1992  12:00:00 AM	04/01/2022		61,200,000.00		6.80		0.00		61,200,000.00
IRB-Fixed	04/21/1992 12:00:00 AM	04/01/2022		27,000,000.00		6.70		0.00		27,000,000.00
Medium Term Notes	04/22/1993  12:00:00 AM	04/22/2013		5,000,000.00		7.25		0.00		5,000,000.00
Medium Term Notes	06/22/1993  12:00:00 AM	06/25/2013		20,000,000.00		7.30		0.00		20,000,000.00
Medium Term Notes	07/06/1993 12:00:00 AM	07/08/2013		10,300,000.00		7.18		0.00		10,300,000.00
Medium Term Notes	07/14/1993  12:00:00 AM	07/15/2013		3,000,000.00		7.17		0.00		3,000,000.00
Medium Term Notes	07/21/1993  12:00:00 AM	07/22/2013		5,000,000.00		7.14		0.00		5,000,000.00
Medium Term Notes	07/21/1993  12:00:00 AM	07/22/2013		26,200,000.00		7.13		0.00		26,200,000.00
Medium Term Notes	06/05/1998  12:00:00 AM	06/05/2009		10,000,000.00		6.45		0.00		10,000,000.00
Medium Term Notes	06/05/1998  12:00:00 AM	06/05/2012		3,500,000.00		6.60		0.00		3,500,000.00
Medium Term Notes	06/17/1998  12:00:00 AM	06/17/2009		5,000,000.00		6.45		0.00		5,000,000.00
Medium Term Notes	06/18/1998  12:00:00 AM	06/18/2013		10,000,000.00		6.60		0.00		10,000,000.00
Medium Term Notes	06/18/1998  12:00:00 AM	06/18/2009		3,200,000.00		6.45		0.00		3,200,000.00
Medium Term Notes	07/06/1998  12:00:00 AM	07/07/2009		3,000,000.00		6.45		0.00		3,000,000.00
Medium Term Notes	07/08/1998  12:00:00 AM	07/09/2012		7,500,000.00		6.60		0.00		7,500,000.00
Medium Term Notes	07/09/1998  12:00:00 AM	07/09/2010		3,000,000.00		6.50		0.00		3,000,000.00
Medium Term Notes	07/14/1998  12:00:00 AM	07/14/2009		32,000,000.00		6.45		0.00		32,000,000.00
Medium Term Notes	08/19/1998  12:00:00 AM	09/19/2009		20,000,000.00		6.45		0.00		20,000,000.00
Notes-Fixed	03/12/2002  12:00:00 AM	03/15/2012		1,750,000,000.00		6.75		-316,878,000.00		1,433,122,000.00
Notes-Fixed	12/17/2002  12:00:00 AM	12/15/2009		325,000,000.00		5.25		-288,036,000.00		36,964,000.00
Notes-Variable	09/24/2007  12:00:00 AM	09/24/2009		450,000,000.00	Variable			-154,650,000.00		295,350,000.00
										5,411,932,000.00

EX-99.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of October 1, 2009 by and between Weyerhaeuser NR Company, a Washington corporation (“WNR”), and Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”).

RECITALS

A.          WNR is a wholly-owned subsidiary of Weyerhaeuser.

B.           Weyerhaeuser wishes to assign and transfer to WNR certain of Weyerhaeuser’s assets and WNR wishes to acquire and accept such assets from Weyerhaeuser.

C.           As a condition to and in consideration for the contribution by Weyerhaeuser of such assets to WNR, WNR has agreed, as between Weyerhaeuser and WNR, to assume and satisfy the payment obligations for certain indebtedness of Weyerhaeuser.

NOW, THEREFORE,in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Weyerhaeuser and WNR hereby agree as follows:

1. Assignment and Assumption

(a)          Weyerhaeuser hereby assigns and transfers to WNR all right, title and interest in, to and under the assets listed on Schedule I attached to this Agreement (the “Transferred Assets”).

(b)          As between Weyerhaeuser and WNR, WNR hereby unconditionally and expressly assumes the due and punctual performance of all payment obligations (the “Indebtedness Payment Obligations”) of Weyerhaeuser under and in respect of the indebtedness of Weyerhaeuser described on Schedule II attached to this Agreement, including, without limitation, the payment of all principal, interest, and any premium or prepayment charge in respect of such indebtedness, costs of enforcement of the rights of the holders of such indebtedness and other charges, fees and costs arising out of or related to such indebtedness (collectively, the “Indebtedness”), all to the same extent and with the same effect as if WNR had originally executed all agreements, instruments, notes and other documents evidencing, arising out of or related to such Indebtedness (collectively, and as amended from time to time, the “Loan Documents”) and had been named as an additional original obligor therein in respect of the Indebtedness.

(c)          WNR shall satisfy the Indebtedness Payment Obligations by making payments (i) directly to the holders of the Indebtedness (or any trustee acting on behalf of such holders) or (ii) directly to Weyerhaeuser, as instructed by Weyerhaeuser from time to time, as reimbursement in the event Weyerhaeuser has been required to make any payments to the holders (or any trustee acting on behalf of such holders).

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(d)          WNR acknowledges and agrees that no occurrence or circumstance occurring after the date of this Agreement shall cause a reduction in WNR’s obligations to Weyerhaeuser under this Agreement, other than the subsequent payment by WNR in cash of the Indebtedness.

2. Assumption Absolute

WNR’s obligations under this Agreement shall in all respects be continuing, absolute, unconditional and irrevocable, and shall remain in full force and effect until all of the Indebtedness has been paid in full.  WNR agrees that the Indebtedness will be paid strictly in accordance with the terms of each of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Weyerhaeuser with respect thereto.  The liability of WNR under this Agreement shall be absolute, unconditional and irrevocable irrespective of:

(a)          any change in the time, manner, or place of payment of, or in any other term of, the Indebtedness or any of the Loan Documents or any other extension, compromise or renewal of the Indebtedness;

(b)          any reduction, limitation, impairment or termination of the Indebtedness for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and WNR hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, the Indebtedness;

(c)          any amendment to, rescission, waiver or other modification of, or any consent to departure from, any of the terms of any of the Loan Documents;

(d)          any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any guaranty, securing any of the Indebtedness; or

(e)          any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Weyerhaeuser or WNR.

3. Continued Liability

Notwithstanding the assumption by WNR of the Indebtedness of Weyerhaeuser pursuant to Section 1(b), as between Weyerhaeuser and the holders of the Indebtedness, Weyerhaeuser shall continue to be the primary obligor with respect to the Indebtedness and Weyerhaeuser shall not be released from its obligations under the Indebtedness as a result of this Agreement.  In no event shall this Agreement be construed to constitute an assignment or transfer of any of the rights or obligations of Weyerhaeuser under the Loan Documents.

4. Representations and Warranties

(a)          WNR represents, warrants and affirms as follows:

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(i)           WNR is a corporation duly organized and validly existing under the laws of the state of Washington with all requisite power and authority to own and operate its properties, to conduct its business as proposed to be conducted and to enter into and perform its obligations under this Agreement.

(ii)          This Agreement constitutes a legal, valid and binding obligation of WNR enforceable against it in accordance with its terms.

(b)           Weyerhaeuser represents, warrants and affirms that it has full right, title and interest in and to the Transferred Assets and is assigning and transferring such assets to WNR free and clear of all liens, mortgages, security interests and other encumbrances.

5. Covenants

(a)          If any covenant or agreement of Weyerhaeuser set forth in any Loan Document requires any amendment or supplement to this Agreement, then Weyerhaeuser and WNR agree to enter into such amendment or supplement to this Agreement, such amendment or supplement to be in such form as Weyerhaeuser shall reasonably request.

(b)         Weyerhaeuser will execute and deliver to WNR, its successors and assigns, all such further and separate assignments, agreements and other instruments as WNR or its successors or assigns may at any time reasonably request for further assurance to it or them of the title to the Transferred Assets and the right, title and interest of Weyerhaeuser to the Transferred Assets.

(c)          WNR will execute and deliver to Weyerhaeuser, its successors and assigns, all such further and separate assumptions, agreements, transfers and other instruments as Weyerhaeuser or its successors or assigns may at any time reasonably request for further assurance to it or them of the assumption of all obligations and liabilities related to or arising out of the Indebtedness.

6. Binding Effect, Etc.

This Agreement shall be binding upon and shall inure to the benefit of each of Weyerhaeuser and WNR and their respective successors and assigns; provided, however, that WNR may not assign any of its obligations or rights under this Agreement.  Any attempted assignment in violation of this provision shall be void.  Weyerhaeuser is the intended beneficiary of the obligations of WNR under this Agreement and shall be entitled to commence and pursue any action or proceeding against WNR with respect to WNR’s obligations under this Agreement.  Without limitation to the foregoing, this Agreement is intended solely for the benefit of Weyerhaeuser and WNR (and their respective successors and assigns) and, without limitation to the foregoing, no other person (including, without limitation, any holder of any Indebtedness or any trustee acting on behalf of any such holder) shall be a third-party beneficiary of this Agreement or be entitled to commence or pursue any action or proceeding to enforce any provision hereof.

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7. Amendments

This Agreement may not be amended, supplemented, modified or terminated without the prior written consent of Weyerhaeuser and WNR.

8. Counterparts

This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.

9. Severability

The illegality or unenforceability of any provision of this Agreement shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement.

10. Headings

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

11. No Waiver; Remedies

No failure on the part of Weyerhaeuser to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

12. Governing Law; Jurisdiction

(a)          THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

(b)          ANY LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY LOAN DOCUMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, OF WASHINGTON, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF WNR AND WEYERHAEUSER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF WNR AND WEYERHAEUSER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NONCONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY LOAN DOCUMENT.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF EITHER PARTY HERETO TO COMMENCE PROCEEDINGS OR BRING ANY ACTION OR OTHERWISE PROCEED AGAINST THE OTHER PARTY IN ANY COURT OF ANY OTHER JURISDICTION.

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13. Waiver of Jury Trial

EACH OF WNR AND WEYERHAEUSER WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY IT AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.  EACH OF WNR AND WEYERHAEUSER AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING, EACH PARTY FURTHER AGREES THAT ITS RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered on the date first above written.

WEYERHAEUSER COMPANY		WEYERHAEUSER NR COMPANY
By:		By:
	Jeffrey W. Nitta		Jeffrey W. Nitta
	Vice President and Treasurer		Vice President and Treasurer

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Schedule I

Transferred Assets

Cash in the amount of $500,000,000.

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Schedule II

Indebtedness

Title/Type	Issuer	Original  Issue Date	Maturity  Date	Principal  Amount
7.375% Notes due 2019	Weyerhaeuser Company	October 1, 2009	October 1, 2019	$	500,000,000

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