8-K

UNITED STATES

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

August 23, 2018

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

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

220 Occidental Avenue South

Seattle, Washington 98104-7800

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(206) 539-3000

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Section 5 -       Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On August 24, 2018, the board of directors of Weyerhaeuser Company (“Weyerhaeuser” or the “Company”) appointed Devin W. Stockfish, 45, as Weyerhaeuser’s president and chief executive officer and as a member of the Weyerhaeuser board of directors, effective January 1, 2019. He will replace Doyle R. Simons, who will retire as an officer of the Company and as a member of the Weyerhaeuser board of directors effective January 1, 2019. Mr. Simons will remain employed with the Company as a senior advisor through April 1, 2019.

Mr. Stockfish has been employed in various capacities with Weyerhaeuser since 2013. He served as assistant general counsel from March 2013 through July 2014, and as senior vice president, general counsel and corporate secretary from July 2014 through January 2016. He also served as vice president of Western Timberlands from January 2017 through December 2017, and is currently the senior vice president of Timberlands, overseeing all of Weyerhaeuser’s timberland operations. Before joining the Company, he was vice president and associate general counsel at Univar Inc., where he focused on mergers and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation and practiced corporate law at K&L Gates LLP. Before he began practicing law, Mr. Stockfish was an engineer with the Boeing Company.

In connection with his appointment as president and chief executive officer, Mr. Stockfish will receive an annual base salary of $1,000,000 and will participate in the Company’s annual incentive compensation plan for executive officers. For 2019, Mr. Stockfish’s target bonus will be 150% of base salary, with a maximum bonus opportunity of 300%. He will also be eligible to participate in the Company’s long-term incentive program. In February of 2019, Mr. Stockfish will receive a long-term equity incentive award with an aggregate target value of $7 million comprised of the following: (i) a performance share unit award with a target dollar value of $4.2 million that may be earned at 0% to 150% of target over the period commencing on January 1, 2019 and ending on December 31, 2021; and (ii) a restricted stock unit award with a target dollar value of $2.8 million that will vest 25% over four years commencing 12 months after the date of grant.

The Company has also entered into a new severance agreement with Mr. Stockfish, which is to become effective January 1, 2019. The agreement provides for severance benefits if Mr. Stockfish’s employment is terminated outside of a change in control unless the termination is for cause or is the result of the Company’s mandatory retirement policy, death, disability or voluntary termination by Mr. Stockfish. The severance benefit payable under the agreement is an amount equal to: (i) two times the highest rate of his annualized base salary rate in effect prior to termination; (ii) two times his target annual bonus established for the bonus plan year in which the date of termination occurs; (iii) his unpaid base salary and accrued vacation pay through his last day of work; (iv) his earned annual bonus prorated for the number of days in the fiscal year through the date of his termination; and (v) a lump sum payment of ten thousand dollars (net of required payroll and income tax withholding) to assist in paying for replacement health and welfare coverage following the date of termination. Payments under the severance agreement are conditioned on receipt by the Company of a non-competition and release agreement from Mr. Stockfish. The foregoing description of the severance agreement is a summary and is qualified in its entirety by reference to the severance agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 24, 2018, the Weyerhaeuser board also appointed Adrian M. Blocker to replace Mr. Stockfish in the role of senior vice president of Timberlands, effective January 1, 2019. Mr. Blocker has served as senior vice president of Wood Products since January 2015, and previously served as senior vice president, Lumber for Weyerhaeuser from August 2013 to December 2014. He joined the Company in May 2013 as vice president of Lumber. Prior to joining the Company, he held numerous leadership positions in the industry focused on timberlands management, fiber procurement, consumer packaging, strategic planning, business development and manufacturing, including at West Fraser, International Paper and Champion International.

Replacing Mr. Blocker as senior vice president of Wood Products will be Keith J. O’Rear, who currently serves as the vice president of sales and marketing of Wood Products. Previously, Mr. O’Rear was vice president of Wood Products Manufacturing for the Company’s Mid-South region from 2014 to 2017. O’Rear led the Company’s Timberlands operations in Oklahoma and Arkansas from 2013 to 2014, and prior to that he held various manufacturing leadership roles at the Company’s lumber mills in Dierks, Arkansas, and Idabel, Oklahoma. He also led a variety of initiatives for the company in the areas of safety, reliability, strategic planning and large capital projects.

On August 24, 2018, the Company entered into a retention agreement with Russell S. Hagen, senior vice president and chief financial officer of Weyerhaeuser, pursuant to which he will be entitled to receive a one-time retention cash payment of $1 million on March 1, 2020 on the condition that he satisfies the terms and requirements set forth in the agreement. The agreement also provides that the retention payment would be forfeited if, during the retention period, Mr. Hagen were to violate the terms and conditions set forth in the agreement, or if he were to voluntarily terminate his employment or if he were terminated for cause.

In connection with his appointment as senior vice president of Timberlands, Mr. Blocker received a grant of restricted stock units with a target value equal to $2 million, which will vest entirely on December 31, 2021 on the condition that he satisfies the terms and requirements set forth in the agreement. The agreement also provides that the restricted stock units would be forfeited if, during the vesting period, Mr. Blocker were to violate the terms and conditions set forth in the agreement, or if he were to voluntarily terminate his employment or if he were terminated for cause.

The foregoing summary descriptions of the agreements with Messrs. Hagen and Blocker are not intended to be complete and are qualified in their entirety by reference to the complete text of the agreements, copies of which are included as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

On August 27, 2018, Weyerhaeuser issued a press release announcing the changes to its senior leadership team described in this Item 5.02, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year

(a)    Effective August 23, 2018, the Weyerhaeuser board of directors amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”) primarily to implement proxy access provisions. As amended, the Bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two director positions or 20% of the Board, provided that the nominating shareholder(s) and the director nominee(s) satisfy various requirements specified in the Bylaws.

The Bylaws were also amended to: (i) clarify that proposals submitted under Rule 14a-8 of the Securities Exchange Act of 1934 are not subject to the deadlines set forth in the advance notice bylaw provision; (ii) clarify that the Board may set the location of special meetings; and (iii) effect other minor updates to the Bylaws.

The foregoing summary description of the amendments to the Bylaws is not intended to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

On August 23, 2018, the Company issued a press release announcing certain actions relating to its U.S. pension plan, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 -       Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.    The following items are filed as exhibits to this report.

Exhibit No.	Description
3.1	Weyerhaeuser Company Amended and Restated Bylaws, as amended through August 23, 2018.
10.1	Severance Agreement between Weyerhaeuser Company and Devin W. Stockfish effective January 1, 2019.
10.2	Retention Agreement between Weyerhaeuser Company and Russell S. Hagen dated as of August 24, 2018.
10.3	Restricted Stock Award Agreement between Weyerhaeuser Company and Adrian M. Blocker dated as of August 24, 2018.
99.1	Press Release of Weyerhaeuser Company issued August 27, 2018 reporting certain changes to its senior management team.
99.2	Press Release of Weyerhaeuser Company issued August 23, 2018 reporting certain actions relating to its U.S. pension plan.

SIGNATURES

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

WEYERHAEUSER COMPANY
By:	/s/ Kristy T. Harlan
Name:	Kristy T. Harlan
Its:	Senior Vice President, General Counsel and Corporate Secretary

Date: August 27, 2018

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

OF

WEYERHAEUSER COMPANY

(as amended through April 14, 2011August __, 2018)

ARTICLE I

PRINCIPAL OFFICE

The principal office of this corporation, and its registered office in the State of Washington, is the Weyerhaeuser Headquarters Building, 33663 Weyerhaeuser Way South, Federal Way is located at 220 Occidental Avenue South, Seattle, Washington 98104, or such other place as the Board of Directors may determine from time to time.

The registered agent of the corporation is the Secretary of the corporation.

ARTICLE II

SHAREHOLDERS’ MEETINGS

1.(a) The annual meeting of shareholders at which the Directors are elected shall be held at 9:00 a.m. on the third Thursday in April at the registered office of the corporation, or at such otherat such time or place within or without the State of Washington as may be designated by the Board of Directors, for the purpose of electing directors, and for the transaction only of such other business as is properly brought before the meeting, in accordance with these bylaws.

(b) To be properly brought before the meeting, business must be of a nature that is appropriate for consideration at an annual meeting and must be (i) specified inNominations of persons for election to the Board of Directors and the proposal of other business to be considered by the shareholders may be made at the annual meeting only (i) pursuant to the corporation’s notice of meeting (or any supplement thereto), given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting (ii) by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a shareholder entitled to vote on the relevant item of businessfor the election of directors or such other business at the time of the notice required under Section 1(c) of this Article II, Section 5 of this Article II, or Section 2 of Article III, as applicable, and at the time of the meeting, who has complied with the requirements of Section 1(c) of this Article II, Section 5 of this Article II, or Section 2 of Article III, as applicable.

(c) In addition to any other applicable requirements, for business (other than nominations for the election of directors, which are governed by Section 5 of this Article II and Sections 2 and 3 of Article III), to be properly brought before the annual meeting by a shareholder, the business must be of a nature that is appropriate for consideration at an annual meeting and the shareholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, each such notice must be given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholderadvanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date, then to be timely such notice must be so received notno earlier than (x) 120 days prior to such annual meeting and no later than (y) the close of business on the later of the 70th day prior to the date of such annual meeting or the tenth day following the day on which such noticepublic disclosure of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs.first made by the corporation. In no event shall the adjournment or postponement of the annual meeting, or the public announcement of such adjournment or postponement, commence a new time period (or extend

any time period) for the giving of the shareholder’s notice as described above. Each such notice to the Secretary shall set forth as to eachany business the shareholder proposes to bring before the annual meeting (1) a brief description of such business and the reasons for conducting such business at the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bylaws of the corporation, the languagetext of the proposed amendment), (2) the name and address of record of the shareholder proposing such business and the name and address of the beneficial owner of shares, if any, on whose behalf the business is being proposed (the “Beneficial Owner”), (3) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in personsperson or by proxy at the meeting to propose such business, (4) the name of each person with whom such shareholder or Beneficial Owner, or any affiliate or associate thereof (as such terms are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) or other person acting in concert therewith, has any agreement, arrangement or understanding (whether written or oral) in connection with the proposed business or for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy or consent solicitation made generally by such person to all holders of shares of the corporation) or disposing of any shares of the corporation or to cooperate in obtaining, changing or influencing the control of the corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses), and a description of each such agreement, arrangement or understanding, and the name of each other person with whom such shareholder or Beneficial Owner, or any affiliate or associate thereof, is acting in concert with respect to the corporation, (5) a description of the material interest of the shareholder, any Beneficial Owner, each affiliate (as defined under Regulation 13D under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”))or associate of such shareholder or Beneficial Owner, each person described under clause (4) above and each person (if any) nominated by such shareholder in compliance with Sections 2 and 3 of Article III for election as director to the Board of Directors (each person described in this clause (5), a “Covered Person”) in each item of business described pursuant to clause (1) above, (6) a list of the class or series and number of shares of the corporation that are owned of record or beneficially by each Covered Person and documentary evidence of such record or beneficial ownership, (7) a list of all derivative securities (as defined under Rule 16a-1 under the Exchange Act) and other derivatives or similar arrangements to which any Covered Person is a counterparty and relating to any shares of the corporation, a description of all economic terms of each such derivative securities and other derivatives or similar arrangements and copies of all agreements and other documents relating to each such derivative securities and other derivatives or similar arrangements, (8) a list of all transactions by any Covered Person involving any shares of the corporation or any derivative securities (as defined under Rule 16a-1 under the Exchange Act) or other derivatives or similar arrangements related to any shares of the corporation within 60 days of the date of the notice, (9) all other information that, as of the date of the notice, would be required to be filed on Schedule 13D (including the exhibits thereto) under the Exchange Act, by any Covered Person, regardless of whether such Covered Person has publicly filed or is required to file a Schedule 13D containing such information, and (10) if the shareholder or Beneficial Owner intends to solicit proxies in support of any of such shareholder’s proposals, a representation to that effect. Notwithstanding anything to the contrary, nothing in this Section shall be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. Notices of shareholder proposals that are, or that the shareholder intends to be, governed by Rule 14a-8 under the Exchange Act are not governed by this Section.

(d) Notwithstanding anything in these bylaws to the contrary, no business shall be transacted at the annual meeting except in accordance with the procedures set forth in this Section; and the presiding officer of any annual meeting of shareholders may refuse to permit any business to be brought before an annual meeting without compliance with the foregoing procedures or if the shareholder or Beneficial Owner solicits proxies in support of such shareholder’s proposal without such shareholder having made the representation required by clause (10) of Section 1(c) of this Article II.

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2.(a) Special meetings of shareholders may be called by (i) the Board of Directors pursuant to a resolution adopted by the affirmative vote of a majority of the entire Board of Directors (as defined in Section 1 of Article III) or (ii) upon the written request of the holders of at least 25% of the outstanding voting stock of the Ccorporation entitled to vote on the matter or matters to be brought before the proposed special meeting.

(b) A request for a special meeting shall be delivered personally or sent by registered mail to the Secretary of the Ccorporation at its principal executive offices and shall be signed and dated by each stockholdershareholder of record (or a duly authorized agent of such stockholdershareholder) requesting the special meeting (each, a “Requesting Shareholder”), and shall include (i) the name and address of each Requesting Shareholder; (ii) the class and number of shares of the Ccorporation beneficially owned by each Requesting Shareholder; (iii) a statement of the specific purpose or purposes of the special meeting, including the text of any resolutions proposed for consideration and, if the business includes a proposal to amend these Bylaws or the Articles of Incorporation, the language of the proposed amendment; (iv) the information required by Section 1(c) of this Article II or Section 2 of Article III, Section 2, as applicable; and (v) an acknowledgement by the Requesting Shareholders and the beneficial owners, if any, on whose behalf the special meeting request is being made that a disposition of shares of the Ccorporation’s capital stock owned of record or beneficially as of the date on which the special meeting request in respect of such shares is delivered to the Secretary that is made at any time prior to the special meeting shall constitute a revocation of such special meeting request with respect to such disposed shares.

(c) If the Board of Directors determines that the special meeting Requestrequest complies with the Ccorporation’s Articles of Incorporation and the provisions of these Bylaws and that the proposal to be considered or business to be conducted is a proper subject for shareholder action under applicable law, the Board of Directors shall call and send notice of athe special meeting for the purpose set forth in the special meeting request and fix the time and place of the special meeting. Special meetings of shareholders shall be held at such time and place as shall be stated in the notice of special meeting solely for such purpose or purposes as may be stated in the notice of said meeting; provided, however, that in the case of a special meeting requested by the shareholders, the date of any such special meeting shall be not later than 90 days after the special meeting request that satisfies the requirements of this Section 2 is received by the Secretary.

3. The Board of Directors may by resolution fix the record date for the determination of shareholders entitled to notice of and to vote at each annual or special meeting of shareholders shall be the close of business on the eighth Friday preceding each such meeting, provided, however, that the Board of Directors may by resolution fix a different record date for any particular meeting of shareholders.

4. Every shareholder shall furnish in writing to the principal transfer agent, his the post office address at which notice of shareholders’ meetings and any other notices or communications pertaining to the corporation’s affairs or business may be served upon or mailed to himsuch shareholder; and every shareholder shall forthwith advise the principal transfer agent in writing of any change of address.

5. (a) Subject to the provisions of this Section 5, if expressly requested in the relevant Nomination Notice (as defined below), the corporation shall include in its proxy statement for any annual meeting of shareholders:

(i) the names of any person or persons nominated for election to the Board of Directors (each, an “Access Nominee”), which shall also be included on the corporation’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of no more than 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Directors, all applicable conditions and complied with all applicable procedures set forth in this Section 5 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”);

(ii) disclosure about each Access Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission (“SEC”) or other applicable law to be included in the proxy statement;

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(iii) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of each Access Nominee’s election to the Board of Directors (subject, without limitation, to Section 5(e)(ii)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9 (or any successor rule) (the “Supporting Statement”); and

(iv) any other information that the corporation or the Board of Directors determines, in their discretion, to include in the proxy statement relating to the nomination of each Access Nominee, including, without limitation, any statement in opposition to the nomination, any information provided pursuant to this Section 5 and any solicitation materials or related information with respect to an Access Nominee.

For purposes of this Section 5, any determination to be made by the Board of Directors may be made by the Board of Directors, a committee of the Board of Directors or any officer of the corporation designated by the Board of Directors or a committee of the Board of Directors, and any such determination shall be final and binding on the corporation, any Eligible Holder, any Nominating Shareholder, any Access Nominee and any other person (without any further recourse). The presiding officer of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether an Access Nominee has been nominated in accordance with the requirements of this Section 5 and, if not so nominated, shall direct and declare at the meeting that such Access Nominee shall not be considered.

(b) (i) The corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Access Nominees than that number of directors constituting the greater of (A) two and (B) 20% of the total number of directors of the corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 5 (rounded down to the nearest whole number) (the “Maximum Number”).

(ii) The Maximum Number for a particular annual meeting shall be reduced by (A) Access Nominees whom the Board of Directors itself decides to nominate for election at such annual meeting; (B) Access Nominees who cease to satisfy, or Access Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 5, as determined by the Board of Directors; (C) Access Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling or unable to serve on the Board of Directors; and (D) the number of incumbent directors who had been Access Nominees with respect to any of the preceding three annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Directors.

(iii) In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline for submitting a Nomination Notice as set forth in Section 5(d) but before the date of the annual meeting, and the Board of Directors resolves to reduce the size of the board, the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(iv) If the number of Access Nominees pursuant to this Section 5 for any annual meeting of shareholders exceeds the Maximum Number because there is more than one Nominating Shareholder, then, promptly upon notice from the corporation, each Nominating Shareholder will select one Access Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Shareholder’s Nomination Notice (as amended, as applicable), with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 5(d), a Nominating Shareholder or an Access Nominee ceases to satisfy the eligibility requirements in this Section 5, as determined by the Board of Directors, a Nominating Shareholder withdraws its nomination or an Access Nominee becomes unwilling or unable to serve on the Board of Directors, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the corporation (A) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Access Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (B) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that an Access Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

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(c) (i) An “Eligible Holder” is a person who has either (A) been a record holder of the common shares used to satisfy the eligibility requirements in this Section 5(c) continuously for the three-year period specified in subsection (ii) below or (B) provides to the Secretary of the corporation, within the time period referred to in Section 5(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Directors determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(ii) An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 5 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of the corporation’s common shares throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (A) under common management and investment control, (B) under common management and funded primarily by a single employer, or (C) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder provides together with the Nomination Notice documentation reasonably satisfactory to the corporation that demonstrates that the funds meet the criteria set forth in (A), (B) or (C) of this Section 5(c)(ii). In the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 5, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any member of a group of Eligible Holders ceases to satisfy the eligibility requirements in this Section 5, as determined by the Board of Directors, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall only be deemed to own the shares held by the remaining members of the group.

(iii) The “Minimum Number” of the corporation’s common shares means 3% of the number of outstanding common shares as of the most recent date for which such amount is given in any filing by the corporation with the SEC prior to the submission of the Nomination Notice.

(iv) For purposes of this Section 5, an Eligible Holder “owns” only those outstanding shares of the corporation as to which the Eligible Holder possesses both:

(A) the full voting and investment rights pertaining to the shares; and

(B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares;

provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares (1) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or closed, (2) sold short by such Eligible Holder, (3) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (4) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates.

An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is

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revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares, provided that the Eligible Holder has the power to recall such loaned shares on five business days’ notice and continues to hold such shares through the date of the annual meeting. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the corporation are “owned” for these purposes shall be determined by the Board of Directors.

(v) No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member only of the group that has the largest ownership position as reflected in the Nomination Notice.

(d) To nominate an Access Nominee, the Nominating Shareholder must deliver to the Secretary at the principal executive offices of the corporation not less than 120 or more than 150 days before the first anniversary of the date that the corporation first sent its proxy statement for the prior year’s annual meeting of shareholders, all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that if the date of the annual meeting is advanced more than 30 days before or delayed by more than 30 days after such anniversary date, the Nomination Notice shall be given in the manner provided herein not earlier than (x) the 150th day and not later than (y) the close of business on the later of the close of business on the 120th day before such annual meeting or the 10th day following the day on which public disclosure of the date of such meeting is first made:

(i) A Schedule 14N (or any successor form) relating to each Access Nominee, completed and filed with the SEC by the Nominating Shareholder, in accordance with SEC rules;

(ii) A written notice, in a form deemed satisfactory by the Board of Directors, of the nomination of each Access Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including each group member):

(A) the information required with respect to the nomination of directors by a shareholder pursuant to Section 2 of Article III;

(B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N;

(C) a representation and warranty that the Nominating Shareholder acquired the securities of the corporation in the ordinary course of business and did not acquire, and is not holding, any securities of the corporation for the purpose or with the effect of influencing control or changing control of the corporation;

(D) a representation and warranty that each Access Nominee’s candidacy or, if elected, Board of Directors membership would not violate applicable state or federal law or the rules of any stock exchange on which the corporation’s securities are traded;

(E) a representation and warranty that such Access Nominee:

(1) does not have any direct or indirect relationship with the corporation that would cause the Access Nominee not to qualify as independent under the rules of the primary stock exchange on which the corporation’s common shares are traded or as a non-employee director under Rule 16b-3 (or any successor rule) under the Exchange Act;

(2) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Access Nominee; and

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(3) is not a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) and has not been convicted in a criminal proceeding within the past 10 years;

(F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 5(c) and has provided evidence of ownership to the extent required by Section 5(c)(i);

(G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy the eligibility requirements described in Section 5(c) through the date of the annual meeting and a statement regarding the Nominating Shareholder’s intent or lack thereof with respect to continued ownership of the Minimum Number of shares for at least one year following the annual meeting;

(H) details of any position of an Access Nominee related to any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the products produced or services provided by the corporation or its affiliates) of the corporation, within the three years preceding the submission of the Nomination Notice;

(I) a representation and warranty that the Nominating Shareholder will not engage in or aid or abet a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-1(l)(2)(iv) of the Exchange Act) (or any successor rules) with respect to the annual meeting, other than with respect to an Access Nominee or any nominee of the Board of Directors;

(J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the corporation’s proxy card in soliciting shareholders in connection with the election of an Access Nominee at the annual meeting;

(K) if desired, a Supporting Statement; and

(L) in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination;

(iii) An executed agreement, in a form deemed satisfactory by the Board of Directors, pursuant to which the Nominating Shareholder (including each group member) agrees:

(A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election;

(B) to file with the SEC any written solicitation or other communication with the corporation’s shareholders relating to one or more of the corporation’s directors or director nominees or any Access Nominee, regardless of whether any such filing is required under rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation;

(C) to assume all liability (which shall be joint and several with respect to other group members if any) stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Access Nominees (or those in active concert or participation with either) with the corporation, its shareholders or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice;

(D) to indemnify and hold harmless (which shall be joint and several with respect to other group members if any) the corporation and each of its current and former directors, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its current and former directors, officers or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or any of its Access Nominees to comply with, or any breach or alleged breach of, its or their obligations, agreements or representations under this Section 5; and

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(E) if any information included in the Nomination Notice or any other communication by the Nominating Shareholder (including with respect to any group member) with the corporation, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 5(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the corporation and any other recipient of such communication of (1) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (2) such failure; and

(iv) An executed agreement, in a form deemed satisfactory by the Board of Directors, by each Access Nominee:

(A) to provide to the corporation the information required with respect to the nomination of directors pursuant to Section 2(c) of Article III, including but not limited to a completed and signed questionnaire and agreement required by Section 3 of Article III (which shall be provided within the period set forth in this Section 5(d) notwithstanding anything to the contrary set forth in Section 3 of Article III);

(B) to provide to the corporation such other information and certifications as the corporation may reasonably request; and

(C) at the reasonable request of the Governance and Corporate Responsibility Committee (or any successor committee or other committee with similar responsibilities), to meet with such committee to discuss matters relating to the nomination of such Access Nominee to the Board of Directors, including the information provided by such Access Nominee to the corporation in connection with his or her nomination and such Access Nominee’s eligibility to serve as a member of the Board of Directors.

The information and documents required by this Section 5(d) to be provided by the Nominating Shareholder shall be (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 5(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the corporation.

(e) (i) Notwithstanding anything to the contrary contained in this Section 5, the corporation may omit from its proxy statement any Access Nominee and any information concerning such Access Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Access Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the corporation), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Access Nominee, if:

(A) the corporation receives a notice pursuant to Section 2 of Article III that a shareholder intends to nominate a candidate for director at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the corporation;

(B) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the annual meeting of shareholders to present the nomination submitted pursuant to this Section 5, the Nominating Shareholder withdraws its nomination or the presiding officer of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 5 and shall therefore be disregarded;

(C) the Board of Directors determines that such Access Nominee’s nomination or election to the Board of Directors would result in the corporation violating or failing to be in compliance with the Articles of Incorporation of this corporation, these Bylaws or any applicable law, rule or regulation to which the corporation is subject, including any rules or regulations of the primary stock exchange on which the corporation’s common shares are traded;

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(D) such Access Nominee was nominated for election to the Board of Directors pursuant to this Section 5 at one of the corporation’s two preceding annual meetings of shareholders and either withdrew, became ineligible or received a vote of less than 25% of the common shares entitled to vote for such Access Nominee;

(E) such Access Nominee has been, at any time within a three-year period prior to the date on which the Secretary actually received the Nomination Notice relating to such Access Nominee’s nomination, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or

(F) the corporation is notified, or the Board of Directors determines, that the Nominating Shareholder has failed to continue to satisfy the eligibility requirements described in Section 5(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Access Nominee becomes unwilling or unable to serve on the Board of Directors, or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Access Nominee under this Section 5.

(ii) Notwithstanding anything to the contrary contained in this Section 5, the corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of an Access Nominee included in the Nomination Notice, if the Board of Directors determines that:

(A) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading;

(B) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or

(C) the inclusion of such information in the proxy statement would otherwise violate the SEC proxy rules or any other applicable law, rule, regulation, or listing standard.

The corporation may solicit against, and include in the proxy statement its own statement relating to, any Access Nominee.

(f) Notwithstanding anything to the contrary set forth in Section 2 of Article III (including without limitation the second sentence of Section 2 of Article III and the second to last sentence of Section 2(d) of Article III), subject to the terms, conditions and limitations set forth in this Section 5, (i) this Section shall be an alternative means for a shareholder to nominate a person for election to the Board of Directors, and (ii) a person properly and validly nominated in accordance with this Section shall be eligible for election to the Board of Directors.

ARTICLE III

DIRECTORS

1. The business and affairs of this corporation shall be managed under the direction of a Board of Directors consisting of not fewer than nine (9) nor more than thirteen (13) directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the entire Board of Directors, each director to hold office until his successor shall have been elected and qualified. Notwithstanding the foregoing, in an election to which plurality voting does not apply, the term of a director who does not receive a majority of the votes cast in accordance with Section 4 of this Article III, but who was a director at the time of the election, shall terminate on the date that is the earliest of (i) 90 days from the date of the certification of the election results, (ii) the date on which a person is selected by the Board of Directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the Board of Directors, and (iii) the date on which the director’s resignation is accepted by the Board of Directors. Whenever used in these bylaws, the phrase “entire Board of Directors” shall mean that number of directors fixed by the most recent resolution adopted pursuant to the preceding sentence prior to the date as of which a determination of the number of directors then constituting the entire Board of Directors shall be relevant for any purpose under these bylaws.

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2. Subject to the rights of holders of any class or series of stock having a preference over the common shares as to dividends or upon liquidation, nominations for the election of directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any shareholder entitled to vote generally in the election of directors. However, nominations for the election of directors made by any shareholder entitled to vote generally in the election of directors shall be valid and effective only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation not less than 90 days nor more than 120 days prior to the meeting; provided, however, that in the event that less than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of meeting was mailed or such public disclosure was made, whichever first occurs. Each such notice to the Secretary shall set forth:

(a) all of the information that is required to be included in a notice from a shareholder for bringing other business before the meeting under Section 1(c) of Article II; and

(b) any information relating to such shareholder and any Beneficial Owner that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act ; and

(c) as to each person whom the shareholder proposes to nominate for election or re-election as a director:

(i) the name, age, business and residence addresses, and principal occupation or employment of each nominee,

(ii) a description of all agreements, arrangements or understandings (whether written or oral) between or among any of the shareholder, any Beneficial Owner, each nominee and any other person or persons (naming such person or persons) related to the nomination of each nominee that areis to be made by the shareholder,

(iii) such other information regarding each nominee proposed by such shareholder as would be required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and serving as a director of the corporation if so elected), and

(iv) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether written or oral) during the past three years, and any other material relationships, between or among such shareholder and Beneficial Owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the shareholder making the nomination and any Beneficial Owner or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or re-election to the Board of Directors, the completed and signed questionnaire, representation and agreement required by Section 3 of this Article III. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. If, after the shareholder has

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delivered the notice of nominations under this Section, any information required to be contained in such notice as described above changes prior to the date of the relevant meeting, such notice shall be deemed to be not in compliance with this Section and not effective unless such shareholder, within one calendar day of the date of the event causing such change in information, delivers to the Secretary of the corporation an updated notice containing such change. No person nominated by a shareholder of the corporation shall be eligible for election as a director of the corporation unless nominated by such shareholder in accordance with the provisions set forth in Sections 2 and 3 of this Article III. The presiding officer of the meeting may determine that a nomination was not made in accordance with such provisions, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

3. To be eligible to be a nominee for election or reelection as a director of the corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2 of this Article III) to the Secretary of the corporation at the principal executive offices of the corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request), which agreement shall (a) provide that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the corporation.

4. A nominee for director shall be elected or re-elected to the Board of Directors if the votes cast for such nominee’s election or re-election exceed the votes cast against such nominee’s election or re-election. Shares otherwise present at the meeting, but for which there is an abstention, as to which no authority or direction to vote in the election is given or specified, or whose ballot is marked withheld shall not be deemed to be votes cast. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the Secretary of the corporation has received a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in the corporation’s bylaws and (ii) such nomination has not been withdrawn by such shareholder on or prior to the expiration of the time fixed in such bylaw for submitting nominations (a “contested election”). If the number of nominees for any election of directors exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast. If directors are to be elected by a plurality of the votes cast, shareholders shall not be permitted to vote against a nominee.

5. In the event that there shall be a vacancy on the Board of Directors, a person may be appointed as a director to fill such vacancy by vote of a majority of the entire Board of Directors. Any director appointed to fill a vacancy on the Board of Directors shall stand for election by the shareholders at the next annual meeting of shareholders.

6. Meetings of the Board of Directors, regular or special, may be held at any place within or without the State of Washington. The times and places for holding meetings of the Board of Directors may be fixed from time to time by resolution of the Board of Directors or (unless contrary to a resolution of the Board of Directors) in the notice of the meeting. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

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7. The annual meeting of the Board of Directors may be held immediately following the adjournment of the annual meeting of shareholders at the place at which the annual meeting of shareholders is held or at such other time or place fixed by resolution of the Board of Directors.

8. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary or by any two or more directors. Notice of each special meeting of the Board of Directors shall, if mailed, be addressed to each director at the address designated by him for that purpose or, if none is designated, at his last known address and be mailed on or before the third day before the date on which the meeting is to be held; or such notice shall be sent to each director at such address by telegraph, cable, wireless, telex or other electronic means of transmission, or be delivered to him personally, not later than the day before the date on which such meeting is to be held. Every such notice shall state the time and place of the meeting but need not state the purposes of the meeting, except to the extent required by law. If mailed, each notice shall be deemed given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States Postal Service. Such mailing shall be by first class mail.

ARTICLE IV

EXECUTIVE AND OTHER COMMITTEES

1.(a) The Board of Directors may, by resolution passed by a majority of the wholeentire Board of Directors, designate three or more of their number to constitute an Executive Committee, and shall include therein the Chairman of the Board. The Chairman of the Executive Committee shall be an independent Director. The Executive Committee, except to the extent limited in the aforesaid resolution or by law, shall have and exercise, in the interval between meetings of the Board of Directors, the authority and powers of the Board of Directors in the management of the business of the corporation.

(b) Meetings of the Executive Committee may be held at any time and at any place upon call of the Chairman of the Board or the Secretary or any two members of the Committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by telegraph, facsimileelectronic mail or other electronic means not less than 24 hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Executive Committee or the Board of Directors, no notice shall be required. Members of the Executive Committee may participate in a meeting of the Executive Committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

(c) Three of the members of the Executive Committee, or a majority of the members if a majority is greater than three, shall constitute a quorum for the transaction of business and the act of three of the members of the Executive Committee, or a majority of the members if a majority is greater than three, present at a meeting shall be the act of the Executive Committee. All action taken by the Executive Committee shall be reported to the next meeting of the Board of Directors at the next meeting thereof, unless before such meeting a copy of said minutes shall have been given to each Director.

2.(a) The Board of Directors may, by resolution passed by a majority of the wholeentire Board of Directors, define the powers, authority, and functions of, designate the number of members and name the Chairmen and other members of such other committees of the Board of Directors as the Board shall from time to time determine.

(b) Meetings of such a committee may be had at any time and at any place upon call of the Chairman of the committee, the Chairman of the Board or any other two members of the committee. Notice, which need not state the purpose of the meeting, shall be given orally, in writing or by telegraph, facsimileelectronic mail or other electronic means not less than twenty-four hours prior to the time of the holding of said meeting, except that if a meeting is held at a time and place fixed in a resolution of the Committee, or the Board of Directors, no notice shall be required. Members of such committees may participate in a meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

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(c) A majority of the members of such a committee shall constitute a quorum of the committee for the transaction of its business and the act of a majority of the members of the committee present at a meeting shall be the act of the committee. All action taken by such a committee shall be reported to the next meeting of the Board of Directors, unless before such meeting a copy of the minutes of the committee meeting shall have been given to each Director.

ARTICLE V

OFFICERS

1. The officers of this corporation shall include those elected by the Board of Directors and those appointed by the Chief Executive Officer. The officers of this corporation to be elected by the Board of Directors shall be: a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, a Secretary, a Treasurer, a General Counsel, a Chief Accounting Officer, and a Director of Taxes. The officers of this corporation which may from time to time be appointed by the Chief Executive Officer shall be the Vice Presidents and such additional officers and assistant officers of this corporation as he may determine.

2. At its annual meeting the Board of Directors shall elect such of the officers of this corporation as are to be elected by it and each such officer shall hold office until the next such annual meeting or until a successor shall have been duly elected and qualified or until his death, resignation, retirement or removal by the Board of Directors. A vacancy in any such office may be filled for the unexpired portion of the term at any meeting of the Board of Directors. Such of the officers of this corporation as are appointed by the Chief Executive Officer shall serve for such periods of time as he may determine or until a successor shall have been appointed or until his death, resignation, retirement or removal from office.

3. Any Director or officer may resign his office at any time. Such resignation shall be made in writing and delivered to and filed with the Secretary, except that a resignation of the Secretary shall be delivered to and filed with the Chief Executive Officer. A resignation so made shall be effective upon its delivery unless some other timelater time, or an effective time determined upon the happening of an event or events, be fixed in the resignation, and then from the date so fixed.

4. The Board of Directors may appoint and remove at will such agents and committees as the business of the corporation shall require, each of whom shall exercise such powers and perform such duties as may from time to time be prescribed or assigned by the Chief Executive Officer, the Board of Directors or by other provisions of these bylaws.

ARTICLE VI

POWERS AND DUTIES OF OFFICERS

1. The Chairman of the Board of Directors shall, when present, preside at all meetings of the Board of Directors and the shareholders. The Chairman of the Board, in consultation with the Board of Directors, may advise with and assist the Chief Executive Officer in any possible way, and shall perform such duties as may be assigned to him by the Board of Directors or the Chief Executive Officer.

2. The Chief Executive Officer of the corporation shall be vested with general authority and control of its affairs, and over the officers, agents and employees of the corporation, subject to the Board of Directors. He shall perform all the duties devolving upon him by law as the Chief Executive Officer of the corporation. He shall from time to time report to the Board of Directors any information and recommendations concerning the business or affairs of the corporation that may be proper or needed, and shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall perform such other duties and services, not inconsistent with law or these bylaws, as pertain to his office, or as are required by the Board of Directors.

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3.(a) The President, the Executive Vice Presidents, the Senior Vice Presidents and the Vice Presidents shall have and exercise such powers and discharge such duties as may from time to time be conferred upon and delegated to them respectively, by the Chief Executive Officer, or by these bylaws, or by the Board of Directors.

(b) In the absence of the Chief Executive Officer or in the case of his inability to act, the President, or in the absence of the President or in the case of his inability to act, the most senior Executive Vice President present, or in the absence or inability to act of any Executive Vice President, the most senior Senior Vice President present, shall be vested with all the powers and shall perform all the duties of said Chief Executive Officer during his absence or inability to act, or until his successor shall have been elected.

4.(a) The Treasurer shall attend to the collection, receipt and disbursement of all moneys belonging to the corporation. He shall have authority to endorse, on behalf of the corporation, all checks, notes, drafts, warrants and orders, and he shall have custody over all securities of the corporation. He shall have such additional powers and such other duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the Chief Executive Officer.

(b) The Assistant Treasurers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Treasurer in case of the absence of the Treasurer or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

5.(a) The Secretary shall have the care and custody of the corporate and stock books and the corporate seal of the corporation. He shall attend all meetings of the shareholders, and, when possible, all meetings of the Board of Directors and of the Executive Committee, and shall record all votes and the minutes of all proceedings in books kept for that purpose. He shall sign such instruments in behalf of the corporation as he may be authorized by the Board of Directors or by law to do, and shall countersign, attest and affix the corporate seal to all certificates and instruments where such countersigning or such sealing and attestation are necessary to the true and proper execution thereof. He shall see that proper notice is given of all meetings of the shareholders of which notice is required to be given, and shall have such powers and duties as he may from time to time be assigned or directed to perform by these bylaws, by the Board of Directors or the Chief Executive Officer.

(b) The Assistant Secretaries, in the order of their seniority, shall have all of the powers and shall perform the duties of the Secretary in case of the absence of the Secretary or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

6. The General Counsel shall attend all meetings of the shareholders and, upon request, meetings of the Board of Directors and the Executive Committee of the corporation, and act as advisor thereof, and shall have general supervision of all legal matters of the corporation, and at all times be subject to the direction of the Chief Executive Officer and the Board of Directors of the corporation.

7.(a) The Chief Accounting Officer of the corporation shall have authority over and custody of the financial and property books and records of the corporation. He shall maintain adequate records of all assets, liabilities and transactions of the corporation; and shall have such additional powers and duties as he may from time to time be assigned or directed to perform by these bylaws or by the Board of Directors or by the Chief Executive Officer.

(b) The Assistant Controllers, in the order of their seniority, shall have all of the powers and shall perform the duties of the Controller in case of the absence of the Controller or his inability to act, and shall have such other powers and duties as they may from time to time be assigned or directed to perform.

ARTICLE VII

CERTIFICATES OF STOCK

1. Shares of the corporation may, but need not be, represented by certificates. All certificates of stock shall be in such form as shall be approved by the Board of Directors, shall be numbered in the order of their issue, shall be dated, shall be signed by the Chairman of the Board, the President, an Executive Vice President, a Senior Vice President, or a Vice President, and by the Secretary or an Assistant Secretary, provided, that where any such certificate is manually countersigned by a Registrar, other than

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the corporation or its employee, the signatures of the Chairman of the Board, President, Executive Vice President, Senior Vice President, Vice President, Secretary, or Assistant Secretary, and the Transfer Agent upon such certificates may be facsimiles. In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered by the corporation as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures were used thereon had not ceased to be such officer or officers of the corporation.

2. The corporation shall, if and whenever the Board of Directors so determines, maintain one or more transfer offices each in charge of a Transfer Agent designated by the Board of Directors where the shares of the corporation shall be directly transferable; and likewise, one or more registration offices each in charge of a Registrar designated by the Board of Directors where such certificates shall be registered. One person or corporation may be designated as both Transfer Agent and Registrar. When any such transfer and registration office or offices are maintained and the Transfer Agent or Agents and Registrar or Registrars shall have been designated for such office or offices, no certificate for shares of the corporation shall be valid unless countersigned by a Transfer Agent so designated and by a Registrar so designated.

3. Except as otherwise provided in the articles of incorporation or a resolution of the Board of Directors of this corporation, transfer of fractional shares shall not be made upon the records or books of the corporation, nor shall certificates for fractional shares be issued by the corporation.

4. The corporation may issue a new certificate in place of any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors shall require the owner of the lost, destroyed or mutilated certificate, or his legal representative, to give the corporation a bond in such sum and with such surety or sureties as it may direct, to indemnify the corporation against any claim that shall be made against it on account of the alleged loss or destruction of such certificate.

5. The Board of Directors may make such additional rules and regulations, not contrary to law or these bylaws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares and of shares without certificates of the corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by applicable law.

ARTICLE VIII

CONTRACTS

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors or by these bylaws, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or undertaking, or to pledge its credit or to render it liable for any purpose or on any account.

ARTICLE IX

FISCAL YEAR

The fiscal year of this corporation shall be the period beginning with the opening of business on January 1 and ending with the close of business on December 31 of each year.

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ARTICLE X

CORPORATE SEAL

The corporate seal shall be the one of which an impression is affixed in the left hand margin hereof, bearing the words:

“WEYERHAEUSER COMPANY

CORPORATE SEAL

STATE OF WASHINGTON”

ARTICLE XI

NOTICES AND WAIVERS

1. Whenever notice is required under these bylaws or by statute, and such notice is given by mail, the time of giving such notice shall be deemed to be the time when the same is placed in the United States mail, first class postage prepaid, and addressed to the party to be notified, at his last known address.

2. Any shareholder, officer, director or member of the Executive Committee may waive at any time any notice required to be given under these bylaws, either by separate writing or directly upon the face of the records.

ARTICLE XII

INDEMNIFICATION

1. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer or employee, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan (hereinafter an “indemnitee”) against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Business Corporation Act of the State of Washington, and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which the person may be entitled apart from the foregoing provisions. For purposes of this Article XII, “director, officer or employee” shall include persons who hold such positions in this corporation or in a wholly owned subsidiary, or hold, at the written request of an officer of this corporation, an equivalent position in another enterprise. The rights granted by this Article XII shall apply whether or not the person continues to be a director, officer or employee at the time liability or expense is incurred and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Notwithstanding any amendment or repeal of this Section, or of any amendment or repeal of the any of the procedures that may be established by the Board pursuant to this Section, any indemnitee shall be entitled to indemnification in accordance with the provisions of these Bylaws and those procedures with respect to any acts or omissions of the indemnitee occurring prior to the amendment or repeal. The right to indemnification conferred in this sectionSection shall be a contract right.

2. The right to indemnification conferred in this Article XII shall include the right to be paid by this corporation the expenses incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”). An advancement of expenses shall be made upon delivery to this corporation of a written affirmation of the indemnitee of the indemnitee’s good faith belief that the indemnitee has met the standard of conduct described in RCW 23B.08.510 and an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined that the indemnitee did not meet the standard of conduct.

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3. This corporation shall have power to the fullest extent permitted by the Business Corporation Act of the State of Washington to purchase and maintain insurance on behalf of any person who is, or was, a director, officer, employee or agent of this corporation or is or was serving at the request of this corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not this corporation would have the power to indemnify the person against such liability under the provisions of Section 1 of this Article XII or under the Business Corporation Act of the State of Washington or any other provision of law.

ARTICLE XIII

AMENDMENT OF BYLAWS

These bylaws may be altered, amended or repealed or new bylaws enacted by (a) the affirmative vote of a majority of the entire Board of Directors (if notice of the proposed alteration or amendment is contained in the notice of the meeting at which such vote is taken or if all directors are present) or (b) at any regular meeting of the shareholders (or at any special meeting thereof duly called for that purpose) by the affirmative vote of a majority of the shares represented and entitled to vote at such meeting (if notice of the proposed alteration or amendment is contained in the notice of such meeting); provided, however, that Article III of these bylaws may be amended only by the affirmative vote of a majority of the shares represented and entitled to vote at any regular meeting of the shareholders or at any special meeting thereof duly called for that purpose, the notice of which special meeting shall include the form of the proposed alteration or repeal or of the proposed new bylaws, or a summary thereof, except that any amendment required by law or necessary or desirable to cure an administrative or technical deficiency may be made as provided in (a) or (b) above; and provided, further, that Article III of these bylaws shall be superseded and preempted by an amendment to the articles of incorporation of this corporation establishing majority voting requirements for the election of directors. If any provision of these bylaws is or becomes inconsistent with any provision of the articles of incorporation, the Business Corporation Act of the State of Washington or any other law, such provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

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EX-10.1

Exhibit 10.1

Executive Severance Agreement

(Tier I)

Weyerhaeuser Company

Contents

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

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Weyerhaeuser Company

Devin W. Stockfish (Executive)

Severance Agreement (Tier I)

THIS EXECUTIVE SEVERANCE AGREEMENT (Tier I) is made and entered into by and between Weyerhaeuser Company (hereinafter referred to as the “Company”) and Devin W. Stockfish (hereinafter referred to as the “Executive”) shall be effective January 1, 2019, or such other date on which Mr. Stockfish assumes the position of president and chief executive officer of the Company (“Effective Date”).

Article 1. Term of This Agreement

This Agreement shall commence on the Effective Date and shall terminate on December 31, 2019; provided, however, that commencing on December 31, 2019 and each December 31 thereafter, the term of this Agreement shall be automatically extended for one additional year unless, not later than thirty (30) calendar days prior to such December 31, the Company or Executive shall have given notice that such party does not wish to extend the term of this Agreement.

Article 2. Definitions

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

(a) “Agreement” means this Executive Severance Agreement (Tier I).

(b) “Base Salary” means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.

(c) “Beneficiary” means the persons or entities designated or deemed designated by an Executive pursuant to Section 11.2.

(d) “Board” means the Board of Directors of the Company.

(e) “Cause” means the Executive’s:

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

(ii) Conviction of a felony; or

(iii) Willfully engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this Section 2(e), no act or omission by the Executive shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the Executive’s

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action or omission was in the best interests of the Company. Any act or failure to act based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. For purposes of subsections (i)-(iii) above, the Executive shall not be deemed to be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that in the good faith opinion of the Board, the Executive is guilty of the conduct described in subsection (i) or (iii) above and specifying the particulars thereof in detail.

(f) “CIC” of the Company shall have the definition set forth in the CIC Agreement.

(g) “CIC Agreement” means the Executive Change in Control Agreement between the Company and the Executive, as such agreement may be amended, supplemented or otherwise modified from time to time, or, if such agreement is no longer in effect, any successor agreement thereto.

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

(i) “Committee” means the Compensation Committee of the Board, or any other committee appointed by the Board to perform the functions of the Compensation Committee.

(j) “Company” means Weyerhaeuser Company, a Washington corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9.

(k) “Disability” shall have the meaning ascribed to it in the Company’s Retirement Plan for Salaried Employees, or in any successor to such plan.

(l) “Effective Date” shall have the meaning ascribed to it in the preamble to this Agreement.

(m) “Effective Date of Termination” means the date on which a Qualifying Termination occurs that triggers the payment of Severance Benefits hereunder.

(n) “Executive” means a key executive of the Company who has been presented with and signed this Agreement.

(o) “Non-Competition and Release Agreement” is an agreement, in substantially the form attached hereto in Annex A, executed by and between the Executive and the Company as a condition to the Executive’s receipt of Severance Benefits.

(p) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).

(q) “Qualifying Termination” means any of the events described in Section 4.2, the occurrence of which triggers the payment of Severance Benefits under Section 4.3.

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(r) “Retirement” shall mean early or normal retirement under the Company’s Retirement Plan for Salaried Employees.

(s) “Severance Benefits” means Severance Benefits described in Section 4.3.

Article 3. Participation and Continuing Eligibility under this Agreement

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

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

Article 4. Severance Benefits

4.1 Right to Severance Benefits.

(a) Subject to Section 4.1(b), the Executive shall be entitled to receive from the Company Severance Benefits, if the Executive’s employment with the Company shall end for any reason specified in Section 4.2, and the Executive is not (i) offered Comparable Employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, or (ii) offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company containing terms and conditions reasonably deemed to be Comparable Employment, or (iii) offered Comparable Employment or a contract to serve as a consultant or contractor by an entity acquiring assets of the Company or the business in which the Executive was employed containing terms and conditions reasonably deemed to be Comparable Employment.

(b) If the Executive’s employment with the Company is terminated as a result of the acquisition (either through the sale of assets or the sale of stock) or the outsourcing of the services previously provided internally by Company employees of the unit in which the Executive was employed, and the Executive is offered Comparable Employment by the acquiring entity, the Executive is not eligible to receive Severance Benefits hereunder.

The Executive is not eligible to receive both severance benefits under the CIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the CIC Agreement (potentially requiring additional payments to the extent the amounts already paid as Severance Benefits hereunder do not equal the amounts payable as severance benefits under the CIC Agreement).

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(c) Comparable Employment for purposes of paragraphs 4.1(a) and (b) above means employment terms that do not:

(i) result in a material reduction in the Executive’s authority, duties or responsibilities existing immediately prior to the termination;

(ii) require the Executive to be based at a location that is at least 50 miles farther from the Executive’s primary residence immediately prior to the termination than is such residence from the Executive’s business location immediately prior to the termination, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business obligations immediately prior to the termination;

(iii) include a material reduction in the Executive’s annual salary, benefits coverage in the aggregate, or level of participation in the Company’s short- or long-term incentive compensation plans available to the Executive immediately prior to the termination; provided, however, that the reductions in the level of benefits coverage or participation in incentive compensation plans shall be considered to be Comparable Employment if such reductions are substantially consistent with the average level of benefits coverage or participation in incentive plans of other executive officers with positions commensurate with the Executive’s position at the Company, its subsidiary or the acquiring company.

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

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

(a) An amount equal to two (2) times the highest rate of the Executive’s annualized Base Salary rate in effect at any time up to and including the Effective Date of Termination.

(b) An amount equal to two (2) the Executive’s target annual bonus established for the bonus plan year in which the Executive’s Effective Date of Termination occurs.

(c) An amount equal to the Executive’s unpaid Base Salary and accrued vacation pay through the last day the Executive worked.

(d) An amount equal to the Executive’s unpaid actual annual bonus, paid for the plan year in which the Executive’s Effective Date of Termination occurs, multiplied by a fraction, the numerator of which is the number of days completed in then-existing fiscal year through the Effective Date of Termination and the denominator of which is three hundred sixty-five (365). Any payments hereunder are in lieu of bonuses otherwise payable under the Company’s applicable annual incentive plans.

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(e) A lump sum payment of ten thousand dollars ($10,000) (net of required payroll and income tax withholding) in order to assist the Executive in paying for replacement health and welfare coverage for a reasonable period following the Executive’s Effective Date of Termination.

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

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

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

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

4.7 Removal From Representative Boards. In the event the terminating the Executive occupies any board of directors seats solely as a Company representative, as a condition to receiving the severance set forth in Section 4.3, the Executive shall immediately resign such position upon his termination of employment with the Company and in any event by the deadline for returning the Non-Competition and Release Agreement described in Section 4.6, unless specifically requested in writing by the Company otherwise.

Article 5. Form and Timing of Severance Benefits

5.1 Form and Timing of Severance Benefits. The Severance Benefits described in Sections 4.3(a), (b), (c) and (e) shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in Section 4.6, as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from the later of the Effective Date of Termination and the successful expiration of the waiting periods described in Section 4.6 and in no event later than the payment deadline for short-term deferrals under Treas. Reg.

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§ 1.409A-1(b)(4) (or any successor provision). The Severance Benefit described in Section 4.3(d) shall be paid in cash to the Executive in a single lump sum, subject to the Non-Competition and Release Agreement described in Section 4.6, as soon as practicable following the end of the year in which the Executive’s Effective Date of Termination occurs and in no event later than the payment deadline for short-term deferrals under Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), subject to any deferral election by the Executive under an available deferred compensation plan that is applicable to such amount.

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

Article 6. The Company’s Payment Obligation

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

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

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

Article 7. Dispute Resolution

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

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Committee, provided the Executive does so in writing within sixty (60) days of receiving the determination by the Senior Vice President of Human Resources. The Committee shall consider the appeal and notify the Executive in writing of its decision with respect thereto within sixty (60) days (or within such longer period not to exceed one hundred twenty (120) days as the Committee determines is necessary to review the appeal, provided that the Committee notifies the Executive in writing of the extension within the original sixty (60) day period).

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

Article 8. Outplacement Assistance

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

Article 9. Successors and Assignment

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

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

Article 10. Section 409A

All Severance Benefits and reimbursements payable under this Agreement are intended to comply with the “short term deferral” exception specified in Treas. Reg. § 1.409A-1(b)(4) (or any successor provision), or otherwise be excepted from coverage under Section 409A of the Code (“Section 409A”). Notwithstanding the foregoing sentence, to the extent an exception is not available and the Executive must be treated as a “specified employee” within the meaning of Section 409A, any such amounts payable in cash and due to the Executive on or within the six (6) month period following the Executive’s separation from service (as defined for purposes of Section 409A) will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of the Executive’s separation from service; provided, however, that such payments will be paid earlier, at the times and on the terms set forth in the applicable provisions of this Agreement, if the Company reasonably determines that the imposition of additional tax under Section 409A will not apply to an earlier payment of such payments. In addition, this Agreement will be interpreted, operated, and administered by the Company to the extent deemed reasonably necessary to avoid imposition of any additional tax or

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income recognition prior to actual payment to the Executive under Section 409A, including any temporary or final treasury regulations and guidance promulgated thereunder.

Article 11. Miscellaneous

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

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

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

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

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

11.6 Effect of Agreement. This Agreement shall completely supersede and replace any and all portions of any contracts, plans, provisions, or practices pertaining to severance entitlements owing to the Executive from the Company other than the CIC Agreement, and is in lieu of any notice requirement, policy, or practice. As such, the Severance Benefits described herein shall serve as the Executive’s sole recourse with respect to termination of employment by the Company other than a termination that entitles the Executive to severance benefits under the terms of the CIC Agreement. In addition, Severance Benefits shall not be counted as “compensation,” or any equivalent term, for purposes of determining benefits under other agreements, plans, provisions, or practices owing to the Executive from the Company, except to the extent expressly provided therein. Except as otherwise specifically provided for in this Agreement, the Executive’s rights under all such agreements, plans, provisions, and practices continue to be subject to the respective terms and conditions thereof.

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

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

Weyerhaeuser Company   By: /s/ Denise Merle                                 Name: Denise Merle Its: Senior Vice President and Chief Administration Officer Date: August 24, 2018 Executive   By: /s/ Devin W. Stockfish                             Name: Devin W. Stockfish Date: August 24, 2018

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ANNEX A

NON-COMPETITION AND RELEASE AGREEMENT

FOR THE EXECUTIVE SEVERANCE AGREEMENT (TIER I)

1. Parties.

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

2. Date.

The date of this Non-Competition and Release Agreement (this “Release Agreement”) is                                 , 20         (the “Date of this Agreement”).

3. Recitals.

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

4. Defined Terms.

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

5. Termination of Employment.

Effective                                 , 20        , Executive’s employment with Company shall terminate (“Termination Date”). Executive shall resign all positions with Company, whether as an officer, employee, or agent, in each case effective on the Termination Date.

6. Payments.

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

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7. Release.

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

8. Confidentiality Agreement.

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

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

9. Nonsolicitation.

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

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

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10. Non-competition.

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

11. Review and Rescission Rights.

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

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

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

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

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

12. Advice of Counsel.

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

13. Disputes.

Any dispute or claim that arises out of or relates to this Release Agreement shall be resolved in accordance with the provisions of Article 7 of the Severance Agreement. Notwithstanding the provisions of this Section 13, any claim by Company for injunctive relief under the provisions of Section 8, 9, or 10 herein, or any subparts thereof, shall not be subject to the terms of this Section 13.

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14. Governing Law; Venue.

To the extent not preempted by the laws of the United States, Washington law governs this Release Agreement, notwithstanding its choice of law rules. Each of the parties submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington in any action or dispute arising out of or relating to this Release Agreement and agrees that all claims in respect of such action or dispute may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Release Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or dispute so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

15. Entire Agreement.

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

16. Miscellaneous.

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

17. Severability.

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

18. Section and Paragraph Titles.

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

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WEYERHAEUSER COMPANY

By:	Date:
Title:

Devin W. Stockfish

President and CEO Date:

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EX-10.2

Exhibit 10.2

August 24, 2018

Adrian M. Blocker

220 Occidental Ave. S.

Seattle, Washington 98104

Dear Adrian:

As you know, the Weyerhaeuser Company (“Weyerhaeuser”) Board of Directors has approved changes to the senior leadership of Weyerhaeuser as a result of the impending retirement of Doyle Simons from the offices of President and Chief Executive Officer, and you have been appointed Senior Vice President of Timberlands. Because you are taking on an increased scope of responsibility and will continue to be a critical resource to Weyerhaeuser during and after the leadership transition, we are pleased to offer you a grant of restricted stock units, as more specifically set forth below in this letter agreement (this “Agreement”). Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Weyerhaeuser Company 2013 Long-Term Incentive Plan (the “Plan”).

1. Grant. In connection with your new appointment and responsibilities, effective as of the date hereof Weyerhaeuser hereby makes to you under the Plan a one-time grant of restricted stock units (the “Grant”) as follows:

Grant Date:	August 24, 2018
Fair Value: Number of Restricted Stock Units: Type of Award:	$2,000,000.00 57,645 Units* Restricted Stock Units released in shares of Common Stock
Vesting Schedule:	The Grant will vest entirely on December 31, 2021

* Based on the average of the high and low price of the Common Stock as reported on the New York Stock Exchange on the Grant Date.

2. Terms and Conditions. To be eligible to receive the Grant:

(a) Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser.

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(b) No Violation. You must have complied with all of the provisions of this Agreement and the Additional Terms and Conditions (as defined and set forth below) through the Vesting Date (as defined below).

3. Additional Terms and Conditions. In addition to the terms and conditions of this Agreement, the Grant is also subject to all of the terms and conditions set forth in the 2019 Restricted Stock Unit Award Terms and Conditions attached hereto as Appendix A and applicable provisions in the Plan (collectively, the “Additional Terms and Conditions). The Additional Terms and Conditions are incorporated into this Agreement by reference and made a part hereof.

4. Employment at Will. Your employment with Weyerhaeuser will continue to be “at will.” This means that your employment may be terminated at any time by you or by Weyerhaeuser. The Grant does not alter the “at will” basis of your employment and neither binds you to continued employment nor confers any rights to you with respect to continuation of your employment.

5. Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts made and to be performed within such state without regard to its conflict of law rules. Each party to this Agreement submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington or the Western District of Washington, respectively, in any action or dispute arising out of or relating to this Agreement and agrees that all claims in respect of such action or dispute shall be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this agreement in any other court and waives any defense or objection to the jurisdiction of any such court, including that of inconvenient forum.

6. Other Provisions. In the event that any provision of this Agreement, the Additional Terms and Conditions shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Agreement or the Additional Terms and Conditions, as the case may be, and this Agreement and the Additional Terms and Conditions shall be construed and enforced as if the illegal or invalid provision had not been included. No provision of this Agreement or the Additional Terms and Conditions may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by you and by a duly authorized officer of Weyerhaeuser (or its subsidiary), or by the respective parties’ legal representatives and successors.

If the terms of this Agreement (including the Additional Terms and Conditions) are agreeable to you, please sign in the space indicated below and return your signed original to me.

I want to thank you for your support and continued service to Weyerhaeuser.

Sincerely,

/s/ Denise M. Merle

Denise M. Merle

Senior Vice President, Chief Administration Officer

I, Adrian M. Blocker, have read, understand and agree to the terms and conditions of this Agreement.

/s/ Adrian M. Blocker

Date: August 24, 2018

Adrian M. Blocker

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APPENDIX A

RESTRICTED STOCK UNIT AWARD

ADDITIONAL TERMS AND CONDITIONS

Pursuant to the letter agreement dated as of August 24, 2018 (“Agreement”) to which these Additional Terms and Conditions are appended, incorporated by reference and made a part thereof, Weyerhaeuser Company has offered to you the Grant as specifically set forth in the Agreement. The Grant was made as of the date of the Compensation Committee action authorizing the Grant (“Grant Date”). You may decline the Grant by notifying the Compensation and Benefits Department at bened@weyerhaeuser.com within one month of the Grant Date. If you decline the Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms used but not defined in this Additional Terms and Conditions document have the definitions given to such terms in the Agreement or in the Plan, as the case may be. The Grant represents the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date in connection with vesting of restricted stock units, subject to the terms of this Additional Terms and Conditions document and the Agreement. You have no rights to or under the Grant other than the rights of a general unsecured creditor of the Company. In addition, the Grant has the following terms and conditions:

1. Vesting. Subject to (a) satisfaction of the terms and conditions set forth in Section 2 of the Agreement and (b) the provisions of Section 3 of this Additional Terms and Conditions document, the Grant shall vest entirely on December 31, 2021 (“Vesting Date”), and no portion of the Grant shall vest prior to the Vesting Date. Prior to the Vesting Date, the Grant is subject to forfeiture as set forth in Section 2 of the Agreement and Section 3 of this Additional Terms and Conditions document.

2. Conversion of Awards and Issuance of Shares. Upon vesting of the Grant in accordance with Section 1, one share of Common Stock shall be issued for each restricted stock unit of the Grant (“Shares”), subject to the terms of the Agreement and the Additional Terms and Conditions. The Company will subtract from the Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations, as described in Section 9, and transfer the balance of the Shares to you. No fractional shares of Common Stock shall be issued under the Grant. The issuance and delivery of Shares in connection with the vesting of the Grant shall occur as soon as practicable after the Vesting Date (or, if applicable, the payment date specified in Section 3), but in all events by a date which is within 30 days following the Vesting Date (or such other payment date, if applicable).

3. Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while the Grant remains outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable payment date specified below, the Shares will be issued and paid to you in accordance with and subject to Section 2.

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(a) Termination of Employment Due to Job Elimination; Other Termination. If your employment is involuntarily terminated due to (i) the elimination of your position with the Company or any Related Company or (ii) circumstances not otherwise contemplated, covered by or subject to subsections (b), (c) or (d) of this Section 3, then 100% of the Grant will be immediately vested as of the effective time of such termination, the payment date shall be the Vesting Date, and all of the Shares with respect to the Grant will be issued and paid to you in accordance with and subject to Section 2.

(b) Termination of Employment for Cause. If your employment is terminated for Cause (defined below), then notwithstanding anything to the contrary herein, 100% of the Grant shall be forfeited immediately at the time the Company or Related Company first notifies you of your termination for Cause and no Shares will be issued or issuable, or paid or payable, with respect to the Grant. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, issuance and payment of Shares in connection with the Grant may be suspended during such period of investigation to the extent that any delay does not result in additional tax imposed under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, 100% of the Grant shall be forfeited as provided above and no Shares will be issuable or payable with respect to the Grant.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; (iii) willfully engaging in illegal conduct or gross misconduct; or (iv) a material breach or violation of Weyerhaeuser policy.

(c) Death or Disability. In the event of your death or Disability while actively employed with the Company or any Related Company, 100% of the Grant will be immediately vested as of the time of such event, the payment date shall be the date of such death or Disability, and Shares will be issued and paid to you or to your estate, as the case may be, in accordance with and subject to Section 2. “Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(d) Change in Control. The following provisions shall apply in the event of a Change in Control:

(i) If the Grant is not assumed, converted or replaced by the acquiring company to the Company, the Grant will immediately vest in full as of the effective date of the Change in Control and shall be converted to a non-forfeitable right to receive an amount in cash equal to the Fair Market Value of one share of Common Stock on the date of the Change in Control multiplied by the number of Shares relating to the Grant. The amount shall be accumulated with interest compounded annually from the date of the Change in Control until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in

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effect under section 1274 of the Code for the month in which the Change in Control occurs). The payment date shall be the Vesting Date or, if earlier, the date of your separation from service that occurs within two years following a 409A Change in Control. Such payment shall be paid to you in accordance with and subject to Section 2 (except that payment shall be made in cash rather than Shares).

(ii) If the Grant is assumed, converted or replaced by the acquiring company and prior to the Vesting Date your employment is either involuntarily terminated without Cause or voluntarily terminated by you for Good Reason, then in each case 100% of the Grant will be immediately vested as of the date of your termination of employment, the payment date shall be the date of such separation from service (except that, if the separation from service does not occur within two years following a 409A Change in Control, the payment date shall be the Vesting Date), and all of the Shares with respect to the Grant will be issued and paid to you in accordance with and subject to Section 2.

For purposes of this Section 3(d), a separation from service by the Company includes a separation from service by any Related Company and any successor entity, and a “409A Change in Control” means a Change in Control that qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5).

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within two years following a Change in Control, the acquiring company requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from Weyerhaeuser’s headquarters immediately prior to a Change in Control, except for required travel on the acquiring company’s business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the acquiring company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or

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a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the acquiring company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason; (B) the acquiring company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) you resign within two years after the occurrence of such event.

(e) Voluntary Termination of Employment. If your employment is terminated by you before the Grant is vested in accordance with Section 1, including without limitation by reason of voluntary retirement, and none of the other provisions of this Section 3 apply, then 100% of the Grant shall be forfeited and no Shares shall be issued or issuable, or paid or payable, with respect to the Grant.

4. Dividends. Except as otherwise specifically provided in this Additional Terms and Conditions document, you will not be entitled to any rights of a shareholder with respect to the Grant. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when the Grant is outstanding, you will be credited with additional amounts for each restricted stock unit of the Grant equal to the dividend that would have been paid with respect to such restricted stock unit if it had been an actual share of Common Stock. Such credited dividend amounts shall be reinvested in additional restricted stock units, which additional restricted stock units shall be subject to the same vesting, payment and other provisions as are applicable to the restricted stock units underlying the Grant.

5. No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the restricted stock units of the Grant. Upon vesting of the Grant and issuance and payment of the Shares, you will obtain full voting and other rights as a shareholder of the Company.

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

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7. Non-Transferability of Awards. Notwithstanding any other provision of this document, you may not sell, pledge, assign, hypothecate, transfer or dispose of the Grant in any manner prior to any distribution to you of the Shares. The Grant shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(c), Shares may be issued and paid to your estate in the event of your death.

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

9. Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Grant, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Grant. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting thereof or the subsequent sale of Shares issuable and payable pursuant to the Grant. The Company does not commit and is under no obligation to structure the Grant to reduce or eliminate your tax liability. When an event occurs in connection with the Grant (e.g., vesting) that the Company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (a “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A, the Company may retain without notice from any Shares issuable under the Grant or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied. You should be aware that, in accordance with the Plan, a delay in satisfying your Tax Withholding Obligation could cause a forfeiture of the Shares.

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

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

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

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

14. Employee Data Privacy. By accepting the Grant, you: (a) authorize the Company and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates, and their respective agents in connection with administering the Plan, any information and data the Company requests (including personal data) in order to facilitate the grant of the Award and the administration of the Plan; (b) agree that the Company (and your employer, if different, and any of their respective agents in connection with administering the Plan) may act as a data controller and/or data processor with respect to such information and data and waive to the maximum extent permissible by law any data privacy rights you may have with respect to such information and data; and (c) authorize the Company and its agents to store and transmit such information, including in electronic form, to its affiliates or agents in any country (including countries which may not provide for data protection equivalent to the United States).

15. Compliance with Section 409A. The Grant is intended to comply with Section 409A. However, neither Weyerhaeuser nor any subsidiary or affiliate of Weyerhaeuser will have any obligation to indemnify or otherwise hold you harmless from any additional taxes or penalties under Section 409A. To the extent that the Company determines that the Grant is subject to Section 409A, the Agreement and this Additional Terms and Conditions document will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the maximum extent possible. In addition, if you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service for purposes of Section 409A will be made at the times specified above in this Additional Terms and Conditions document or, if later and to the extent required by

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Section 409A, on the date that is six months and one day following the date of your separation from service. When the period during which payment may be made straddles two taxable years, in no event are you permitted, directly or indirectly, to designate the taxable year of any payment. To the extent that the Company determines that the Grant is subject to Section 409A and fails to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Grant in order to cause the Grant to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

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EX-10.3

Exhibit 10.3

August 24, 2018

Russell S. Hagen

220 Occidental Ave. S.

Seattle, Washington 98104

Dear Russell:

As you know, the Weyerhaeuser Company (“Weyerhaeuser”) Board of Directors has approved changes to the senior leadership of Weyerhaeuser in connection with the impending retirement of Doyle Simons from the offices of President and Chief Executive Officer. Because you are, and will continue to be, a critical resource to Weyerhaeuser during and after the leadership transition, we are pleased to offer you this retention agreement (this “Agreement”).

1. Retention Payment. Subject to all of the terms and conditions of this Agreement, including without limitation satisfaction of the terms and conditions set forth in Section 2 below, Weyerhaeuser (or a subsidiary or affiliate thereof) will pay you a one-time cash Retention Payment in the amount of $1,000,000.00 in the form of a single lump sum (the “Retention Payment”) within 30 calendar days following March 1, 2020 (“Retention Payment Vesting Date”).

2. Terms and Conditions. Subject to Section 3, to be eligible to receive the Retention Payment:

(a) Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser.

(b) No Violation of Agreement. You must have complied with all of the provisions of this Agreement through the Retention Payment Vesting Date.

3. Employment.

(a) Employment at Will. Your employment with Weyerhaeuser will continue to be “at will.” This means that your employment may be terminated at any time by you or by Weyerhaeuser. This Agreement does not alter the “at will” basis of your employment and neither binds you to continued employment nor confers any rights to you with respect to continuation of your employment.

(b) Effect of Termination of Employment before the Retention Payment Vesting Date.

(1) Termination Due to Job Elimination; Other Termination. If your employment is involuntarily terminated before the Retention Payment Vesting Date due to (i) the elimination of

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your position with Weyerhaeuser or (ii) circumstances not otherwise contemplated or covered by subsections (3), (4) or (5) of this Section 3(b), the Retention Payment will be deemed earned as of such date of involuntary termination and will be paid to you in cash in a single lump sum within 30 days thereafter.

(2) Voluntary Termination of Employment. If you voluntarily terminate your employment before the Retention Payment Vesting Date for any reason, including without limitation by reason of early retirement, you will not be eligible to receive the Retention Payment, or any portion thereof.

(3) Termination for Cause. If Weyerhaeuser terminates your employment for Cause before the Retention Payment Vesting Date, you will not be eligible to receive the Retention Payment, or any portion thereof. In addition, if your employment is suspended pending an investigation of whether you will be terminated for Cause, payment of the Retention Payment may be suspended during such period of investigation, provided that payment shall not be made later than the deadline for short-term deferral under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment is terminated for Cause, you will not be eligible to receive the Retention Payment, or any portion thereof.

“Cause” means: (A) willful and continued failure to perform substantially your duties with Weyerhaeuser after Weyerhaeuser delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (B) conviction of a felony; (C) willfully engaging in illegal conduct or gross misconduct; or (D) a material breach or violation of Weyerhaeuser policy.

(4) Death or Disability. In the event of your death or Disability while actively employed with Weyerhaeuser and before the Retention Payment Vesting Date, the Retention Payment will be deemed earned as of the date of your death or Disability (as applicable) and will be paid to you or to your estate, as the case may be, in cash in a single lump sum within 30 days thereafter. “Disability” means a “disability” as defined in Treas. Reg. § 1.409A-3(i)(4) (or successor provisions).

(5) Change in Control. If a Change in Control (defined below) occurs before the Retention Payment Vesting Date and while you are actively employed, the following provisions shall apply:

(i) If this Agreement is not assumed or replaced by the successor entity to Weyerhaeuser following a Change in Control, the Retention Payment will immediately vest in full as of the effective date of the Change in Control and shall be paid within 30 calendar days thereafter. The Retention Payment shall be accumulated with interest compounded annually from the date of the Change in Control until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change in Control occurs).

(ii) If this Agreement is assumed or replaced by the successor entity to Weyerhaeuser following a Change in Control, and prior to the Vesting Date your employment is either (A) involuntarily terminated other than for Cause or (B) voluntarily terminated by you for Good

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Reason, then in each case the Retention Payment will immediately vest in full as of the termination date and shall be paid within 30 calendar days thereafter. The Retention Payment shall be accumulated with interest compounded annually from the date of the termination until the payment is made at a rate of 120 percent of the Federal mid-term rate (as in effect under section 1274 of the Code for the month in which the Change in Control occurs).

For purposes of this Section 3(b)(5):

“Change in Control” shall have the meaning ascribed to such term in the Weyerhaeuser Company 2013 Long-Term Incentive Plan.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. at any time following a Change in Control, the acquiring company requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Weyerhaeuser’s headquarters immediately prior to a Change in Control, except for required travel on the successor entity’s business to an extent substantially consistent with your business obligations existing immediately prior to the Change in Control;

iii. a material reduction by the acquiring company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in short- and/or long-term incentive compensation plans in which you participate as of the date of this Agreement (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the acquiring company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically

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identifies the event that you believe constitutes Good Reason; (B) the acquiring company fails to correct the event so identified in all material respects within 30 days after receipt of such notice; and (C) you resign within two years after the occurrence of such event.

4. Taxes and Withholding. Weyerhaeuser, or a subsidiary or affiliate of Weyerhaeuser, may withhold from the Retention Payment such federal, state or local taxes, and any other statutory or company deduction, as may be required to be withheld pursuant to any applicable law or regulation.

5. Compliance with Section 409A. This Section 5 will apply notwithstanding any other provision of this Agreement. This Agreement and payments hereunder are intended to be exempt from Section 409A. However, neither Weyerhaeuser nor any subsidiary or affiliate of Weyerhaeuser will have any obligation to indemnify or otherwise hold you harmless from any additional taxes or penalties under Section 409A. To the extent that rights or payments under this Agreement are determined to be subject to Section 409A, this Agreement will be construed and administered in compliance with the conditions of Section 409A and regulations and other guidance issued pursuant to Section 409A. To the extent necessary to avoid any additional taxes or penalties under Section 409A, the timing of any payments to you under this Agreement shall be postponed for six months from the date of your termination of employment. Weyerhaeuser and you agree to make any amendments to this Agreement that may be required to comply with Section 409A. Furthermore, Weyerhaeuser may make necessary amendments to this Agreement without your consent for the limited purpose of avoiding, and solely to the extent necessary to avoid, imposition of additional taxes or penalties on you under Section 409A.

6. Governing Law and Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Washington applicable to contracts made and to be performed within such state without regard to its conflict of law rules. Each party to this Agreement submits to the exclusive jurisdiction of any state or federal court sitting in King County, Washington or the Western District of Washington, respectively, in any action or dispute arising out of or relating to this Agreement and agrees that all claims in respect of such action or dispute shall be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this agreement in any other court and waives any defense or objection to the jurisdiction of any such court, including that of inconvenient forum.

7. Other Provisions. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Satisfaction of the terms and conditions in Section 2 will be determined by Weyerhaeuser. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by you and by a duly authorized officer of Weyerhaeuser (or its subsidiary), or by the respective parties’ legal representatives and successors.

If the terms of this Agreement are agreeable to you, please sign in the space indicated below and return your signed original to me.

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I want to thank you for your support and continued service to Weyerhaeuser.

Sincerely,

/s/ Denis M. Merle

Denise M. Merle

Senior Vice President, Chief Administration Officer

I, Russell S. Hagen, have read, understand and agree to the terms and conditions of this Agreement.

/s/ Russell S. Hagen

Date: August 24, 2018

Russell S. Hagen

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EX-99.1

Exhibit 99.1

Corporate Headquarters ● 220 Occidental Avenue South ● Seattle, WA 98104

For more information contact:

Analysts – Beth Baum, 206-539-3907

Financial Media – Andrew Siegel, 212-355-4449

Regional Media – Nancy Thompson, 919-760-3484

Weyerhaeuser to implement leadership succession plan

• Devin W. Stockfish appointed president and CEO, effective Jan. 1, 2019

• Doyle R. Simons to retire; will serve as senior advisor through Apr. 1, 2019 to ensure a seamless transition

• Adrian Blocker to serve as senior vice president of Timberlands

• Keith O’Rear to serve as senior vice president of Wood Products

SEATTLE, Aug. 27, 2018 – Weyerhaeuser Company (NYSE: WY) today announced that Doyle R. Simons has elected to retire, and its board of directors has appointed Devin W. Stockfish as president and chief executive officer, effective Jan. 1, 2019. Stockfish, currently senior vice president of the company’s Timberlands business, will join the company’s board of directors on Jan. 1, 2019, at which point Simons will step down from the board and become senior advisor until his retirement on Apr. 1, 2019.

“In anticipation of this planned transition, the board conducted an extensive succession process and unanimously determined that Devin is the right leader to take this company to the next level,” said Rick R. Holley, chairman of Weyerhaeuser’s board of directors. “Devin has a proven ability to achieve results and an impressive breadth of experience that spans various industries. We are excited about the energy and vision he will bring to this role as we continue to focus on industry-leading performance and disciplined capital allocation.”

“During his tenure as CEO, Doyle has done an outstanding job of focusing the business portfolio, driving improved performance, allocating capital, growing the company and building a strong leadership bench,” Holley continued. “On behalf of the board, I thank Doyle for his tremendous leadership and accomplishments, and wish him all the best in his well-deserved retirement.

“It’s been an honor to lead this company for the last five years, and I’m proud of the progress we made in positioning Weyerhaeuser for continued value creation with a streamlined portfolio, improved operational and financial performance and an incredibly talented leadership team,” said Simons. “Building the next generation of leaders has been a key priority during my tenure as CEO and the Board and I are confident Weyerhaeuser will continue to thrive under Devin’s leadership.He is a focused, disciplined and respected leader who has demonstrated great judgment, a commitment to delivering results through operational excellence and a passion for developing people. Our shareholders and employees will benefit from his vision and expertise.”

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Stockfish said: “It’s an absolute privilege to become Weyerhaeuser’s next president and chief executive officer. We have a world-class team of talented employees who are working every day to build on our momentum as the industry leader. By maintaining our focus on operational excellence and disciplined capital allocation, we will continue to drive shareholder value and ultimately achieve our vision to be the world’s premier timber, land, and forest products company. I also want to thank Doyle for his tremendous leadership and contributions to Weyerhaeuser, as well as his willingness to continue as a senior advisor in early 2019 to ensure a smooth and successful transition.”

As part of the leadership succession plan, the board of directors also announced the following appointments:

• Adrian Blocker will succeed Stockfish as senior vice president of Timberlands, effective Jan. 1, 2019. Blocker currently leads the company’s Wood Products business.

• Keith O’Rear will succeed Blocker as senior vice president of Wood Products, also effective Jan. 1, 2019. O’Rear currently leads the company’s Wood Products Sales and Marketing organization.

“Adrian is one of the most focused, disciplined leaders I’ve ever worked with,” said Simons. “His broad timberlands and manufacturing experience and relentless focus on operational excellence are going to be a tremendous asset to our Timberlands business. Keith brings more than 30 years of manufacturing experience and expertise to this critical role and has been a key member of the Wood Products leadership team alongside Adrian for many years. Keith’s energy, operational expertise and direct customer experience uniquely position him to drive next-level performance in our Wood Products business.”

About Devin Stockfish

Devin W. Stockfish has been Senior Vice President, Timberlands, since Jan. 1, 2018. Previously, he served as the company’s Senior Vice President, General Counsel and Corporate Secretary, and as Vice President, Western Timberlands. Before joining Weyerhaeuser, he was Vice President & Associate General Counsel at Univar Inc., where he focused on mergers and acquisitions, corporate governance and securities law. Previously, he was an attorney in the law department at Starbucks Corporation and practiced corporate law at K&L Gates LLP. Before he began practicing law, he was an engineer with the Boeing Company. He received his Doctor of Jurisprudence degree from Columbia University School of Law and holds a Bachelor of Science degree in mechanical engineering from the University of Colorado.

About Adrian Blocker

Adrian M. Blocker has been Senior Vice President, Wood Products, since Jan. 1, 2015. Prior to that, he was Senior Vice President, Lumber, from 2013 to 2014. Earlier in his career, Blocker held numerous leadership positions at West Fraser, International Paper, and Champion International focused on wood products manufacturing, forest management, fiber procurement, consumer packaging, strategic planning, and business development. He holds an MBA and Bachelor of Science degrees in Business and Forestry from Mississippi State University.

About Keith O’Rear

Keith O’Rear has been Vice President, Wood Products Sales and Marketing, since Jan. 1, 2018. Previously, he was Vice President of Wood Products Manufacturing for the company’s Mid-South region from 2014 to 2017. O’Rear led the company’s Timberlands operations in Oklahoma and Arkansas from 2013-2014, and prior to that he held various manufacturing leadership roles at the company’s lumber mills in Dierks, Arkansas, and Idabel, Oklahoma. He also led a variety of initiatives for the company in the areas of safety, reliability, strategic planning and large capital projects. O’Rear joined Weyerhaeuser in 1989. He holds a Bachelor of Business Administration degree from Texas A&M University – Texarkana.

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About Doyle R. Simons

Doyle R. Simons has been President and Chief Executive Officer of Weyerhaeuser since Aug. 1, 2013, and a member of the board since June 2012. Prior to that, he served as Chairman and Chief Executive Officer of Temple-Inland, Inc., from 2008 to February 2012 when it was acquired by International Paper. Previously, he held various leadership positions within Temple-Inland. He currently serves on the board of directors for Fiserv Inc. Simons holds a Bachelor of Business Administration from Baylor University and a Doctor of Jurisprudence from the University of Texas at Austin.

About Weyerhaeuser

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control 12.4 million acres of timberlands in the U.S. and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2017, we generated $7.2 billion in net sales and employed approximately 9,300 people who serve customers worldwide. We are listed on the North American and World Dow Jones Sustainability Indices. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

Forward Looking Statements

This news release contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations and various assumptions that are subject to risks and uncertainties, including without limitation those described from time to time in our filings with the Securities and Exchange Commission, which may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur. If any of the risks materialize or if any of our assumptions proves to be inaccurate, our expectations may not be realized, and there is no guarantee what, if any, effect such risks or inaccurate assumptions will have on our results of operations, cash flow or financial condition. Unless otherwise indicated, all forward-looking statements are as of the date they are made, and we undertake no obligation to update these forward-looking statements, whether as a result of new information, the occurrence of future events or otherwise.

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EX-99.2

Exhibit 99.2

    NEWS RELEASE  

For more information contact:

Analysts – Beth Baum, 206-539-3907

Media – Nancy Thompson, 919-760-3484

Financial Media – Andrew Siegel, 212-355-4449

Weyerhaeuser to reduce pension liabilities

SEATTLE (August 23, 2018) — Weyerhaeuser Company (NYSE: WY) today announced actions to reduce the liabilities of its U.S. pension plan while maintaining the plan’s current funded status.

First, Weyerhaeuser will offer select U.S. pension plan participants the opportunity to elect an immediate lump sum distribution. Distributions to those who elect to receive a lump sum will be paid from plan assets during the fourth quarter of 2018.

Following the lump sum distributions, Weyerhaeuser intends to transfer a portion of its U.S. pension assets and liabilities to an insurance company through the purchase of a group annuity contract. As part of the purchase, the insurer will assume responsibility for annuity administration and benefit payments to select retirees. This transaction would also be funded with plan assets and would be expected to close in 2019. There will be no change to retirees’ pension benefits as a result of the group annuity transaction.

The company currently expects the lump sum and group annuity transactions will reduce the pension liabilities of its U.S. plan by approximately 30 percent and reduce the number of plan participants and beneficiaries by approximately 50 percent.

To maintain the plan’s current funded status in connection with these transactions, the company intends to contribute approximately $300 million (or approximately $186 million after-tax) to its U.S. pension plan during the third quarter of 2018. This contribution will be deductible at the company’s combined 2017 federal and state tax rate of 38 percent.

Additionally, Weyerhaeuser’s U.S. pension plan assets will be transitioned to an allocation that will more closely match the plan’s liability profile going forward.

“We are committed to maintaining financially secure pension benefits for our pension plan participants,” said Doyle R. Simons, president and chief executive officer. “These actions will position us to better manage future pension plan costs while maintaining continued benefits security. Additionally, we will benefit from favorable tax treatment on our pension contribution.”

Weyerhaeuser expects to record one-time non-cash pension settlement charges upon completion of the lump sum offer and annuity purchase, with amounts to be determined following the conclusion of each transaction.

About Weyerhaeuser

Weyerhaeuser Company, one of the world’s largest private owners of timberlands, began operations in 1900. We own or control 12.4 million acres of timberlands in the U.S., and manage additional timberlands under long-term licenses in Canada. We manage these timberlands on a sustainable basis in compliance with internationally recognized forestry standards. We are also one of the largest manufacturers of wood products. Our company is a real estate investment trust. In February 2016, we merged with Plum Creek Timber Company, Inc. In 2017, we generated $7.2 billion in net sales and employed approximately 9,300 people who serve customers worldwide. We are listed on the North American and World Dow Jones Sustainability Indices. Our common stock trades on the New York Stock Exchange under the symbol WY. Learn more at www.weyerhaeuser.com.

Forward Looking Statements

This news release contains statements relating to Weyerhaeuser Company’s U.S. pension plan that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, including with respect to the following: the management of plan assets and obligations including without limitation asset contributions and asset and liability transfers; plan funding status; expected tax benefits; asset investment strategy; future pension liability; and pension settlement charges. These statements generally are identified by words such as “expects,” “intends,” “will,” and similar words and expressions. These statements are based on our current expectations and assumptions and are not guarantees of future results or developments. The accuracy of our expectations and assumptions is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include without limitation: participation by plan participants in, and successful execution of, the lump sum distribution; negotiation and execution of one or more annuity purchase contracts; successful transition of plan assets to a new investment allocation; realization of expected tax benefits relating to plan contribution; and other matters described under “Risk Factors” in our 2017 Annual Report on Form 10-K as well as those set forth from time to time in our other public statements and reports and filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

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