WEYERHAEUSER COMPANY SALARIED EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN

 

W EYERHAEUSER C OMPANY

S ALARIED E MPLOYEES

S UPPLEMENTAL R ETIREMENT P LAN

As Amended and Restated Effective January 1, 2009

 

Exhibit A

Exhibit B

 

 

WEYERHAEUSER COMPANY

SALARIED EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective January 1, 2009

PURPOSE

This Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan ("SRP" or the "Plan") is established as an unfunded pension plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA   (and DOL Regulation Section 2520.104-23).  In particular, this Plan provides nonqualified retirement pension benefits which supplement the benefits provided under the Qualified Salaried Plan.

This Plan is hereby amended and restated effective January 1, 2009.  Unless otherwise stated herein, the provisions included in this restatement are effective for payments due to Separations from Service, death or Disability (each as defined below) on or after January 1, 2009.  Payments due to Separations from Service, death or Disability occurring on and after January 1, 2005 and prior to January 1, 2009 shall be subject to the terms and conditions of this restatement, as modified by the operation of the Plan in accordance with transition and other official guidance issued pursuant to Code Section 409A.  Payments due to Separations from Service, death or Disability occurring prior to January 1, 2005 shall be subject to the provisions of the Plan in place on December 31, 2004.

 

 

Article I:  DEFINITIONS

Capitalized terms in this Plan document which are not in italics shall have the respective meaning stated in this Article I.  Capitalized terms in italics shall have the meaning stated in Article I of the Qualified Salaried Plan, except that any reference to the "Plan" which is contained in any such definition shall be deemed to refer to this Plan, where the context so requires.

For any calendar year, an SRP Participant's "Adjusted Earnings" shall be equal to (a) the annualized amount of his or her compensation that would have been recognized as Earnings if such Earnings were not subject to the Code Section 401(a)(17) limitations on includible compensation, and (b) any supplemental amount described on Exhibit A hereto.  The five highest consecutive years of combined Adjusted   Earnings that are taken into account under this Plan may be a different set of years than the five   highest consecutive years taken into account for purposes of Final Average Monthly Earnings under the Qualified Salaried Plan.   For an SRP Participant who, prior to January 1, 2003, was a member of the Willamette SBP, Adjusted Earnings under this Plan shall be based solely on any Adjusted Earnings payable to him or her on or after January 1, 2003.

"Administrative Committee" means Weyerhaeuser's Administrative Committee.

"Appeals Administrator" means the committee charged with the duty of acting on behalf of this Plan as the administrator of appeals of denied claims. As of the Effective Date, the Appeals Administrator is the Compensation Committee.

"Code" shall mean the Internal Revenue Code of 1986, as amended, including all regulations and other guidance promulgated thereunder.

"Compensation Committee" means the Compensation Committee of the Board of Directors of Weyerhaeuser, or any individual or group of individuals delegated discretionary or ministerial authority by the Compensation Committee with respect to this Plan, including but not limited to Weyerhaeuser's Administrative Committee.

 

 

"Disabled", or "Disability" and similar terms have the same meaning as such terms are defined in Section 1.19 of the Qualified Salaried Plan and whether an SRP Participant is determined to be Disabled for purposes of this Plan shall be made in accordance with the Qualified Salaried Plan's procedures for such determinations.  Notwithstanding the foregoing, any such determination shall be made under guidelines no less restrictive than the minimum requirements found in Treasury Regulation Section 1.409A-3(i)(4) but payment timing and form relating to such Disability determination with respect to the Plan shall be controlled by the Plan.

The "Effective Date" of this restated Plan document shall be January 1, 2009, that being the date as of which the terms and conditions of this amended and restated Plan document are effective, except to the extent that a different effective date is expressly stated herein.

"Eligible Key Management Member" means an individual who was designated as a member of the key management group by the Chief Executive Officer of Weyerhaeuser as of September 1990, and whose letter of designation specifically outlines that he or she is eligible for benefits under the Unreduced At 60 provision of this Plan.

"Employee" means any person who is employed by an Employer as a common law employee determined from appropriate personnel records of the employing company, but excluding any such person who is reclassified as a common law employee by a court proceeding or governmental agency (through judgment, audit, settlement or otherwise).  Except to the extent specifically provided to the contrary in this Plan, the term "Employee" does not include a "leased employee" (within the meaning of Code Section 414(n)) or a nonresident alien with no U.S. source income.

"Employer" means, as of a date, Weyerhaeuser and all companies which, with Weyerhaeuser, are treated as a single company under Code Section 414(b), (c), (m) or (o) as of that date (or, depending on the context, any one of such companies).  Notwithstanding the foregoing, Employer shall mean Weyerhaeuser and all companies which, with Weyerhaeuser, are treated as a single company under Code Sections 414(b) and 414(c) but not 414(m) or 414(o) when used in the definition of Specified Employee and for determining whether an SRP Participant has had a Separation from Service.

 

 

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and all regulations and other guidance promulgated thereunder.

"Former Member of the Willamette SBP" means an individual who, on December 31, 2002, was an "Active Member", "Inactive Member" or "Retired Member" of the Willamette SBP.

"Former Participant in the Supplemental MB Plan" means an individual who, on December 31, 2000, was an active participant in – or a terminated participant entitled to receive benefits from – the Supplemental MB Plan.

An "Individual Agreement" is an agreement between the Employer and an SRP Participant that provides supplemental benefits under this Plan in addition to or in place of those benefits provided pursuant to the terms and conditions of this Plan.  Individual Agreements are identified on Exhibit B hereto.

"Plan" means this Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan, as originally adopted as of February 10, 1987, and as it may be amended from time to time.  Unless otherwise specified herein, the terms of this amended and restated Plan shall apply to the Target Accrued Benefit accrued on and after the Effective Date.

"Plan Year" means the calendar year.

"Qualified MB Plan" means the Retirement Plan for Salaried Employees of MacMillan Bloedel of America Inc. and Subsidiary, Associated and Affiliated Companies that is terminated.  Therefore, if and when there is a termination of the Qualified MB Plan, any reference to a benefit under the Qualified MB Plan shall mean the benefit earned under that plan prior to its termination, whether paid from the plan or from an annuity contract resulting from the plan termination.

 

 

"Qualified Salaried Plan" means the Weyerhaeuser Company Retirement Plan for Salaried Employees, restated as of January 1, 2005, and as it may be amended from time to time; provided, however, that for purposes of this Plan, amendments to the Qualified Salaried Plan will be recognized to the extent permitted by Code Section 409A and to the extent any such amendment increases benefits, adds a subsidized or ancillary benefit or removes subsidized or ancillary benefits under the Qualified Salaried Plan.

"Separation from Service" means the date on which an SRP Participant retires or otherwise has a termination of employment with the Employer in accordance with Treasury Regulation Section 1.409A-1(h)(1)(i).  For purposes of determining whether a Separation from Service has occurred, the applicable percentages for the tests under Code Sections 414(b) and (c) (and Code Section 1563(a), as applicable) as applied to determine the "service recipient" and/or the "employer" shall remain unchanged to the extent allowed in Treasury Regulation Section 1.409A-1(h)(3).

"Specified Employee" means a "key employee" (as defined in Code Section 416(i) without regard to Code Section 416(i)(5)) of the Employer if any stock of the Employer is traded on an established securities market or otherwise.  For purposes of this Plan, an SRP Participant is a key employee if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a "Specified Employee Identification Date."  If an SRP Participant is a key employee as of the Specified Employee Identification Date, he or she is treated as a Specified Employee for the 12-month period beginning on the "Specified Employee Effective Date."  The Administrative Committee may designate any date in a calendar year as the Specified Employee Identification Date provided that it uses the same date with respect to all arrangements, and any change to the date may not be effective for a period of 12 months.  If no date is so designated, the Specified Employee Identification Date is December 31.  The Administrative Committee may designate any date in a calendar year as the Specified Employee Effective Date provided that it uses the same date with respect to all arrangements, and any change to the date may not be effective for a period of 12 months.  If no date is designated, first day of the fourth month following the Specified Employee Identification Date is the Specified Employee Effective Date.

"SRP Administrator" means the Administrative Committee.

 

 

"SRP Benefit Commencement Date" means the date on which Supplemental Accrued Benefits become payable under this Plan in accordance with Section 6.1.

"SRP Participant" means an individual who satisfies the eligibility requirements stated in Section 3.1.

Subject to certain further rules and exceptions stated in Article IV of this Plan, "Supplemental Accrued Benefit" means, in general, the difference of (a) an SRP Participant's Target Accrued Benefit under this Plan, minus (b) his or her Accrued Benefit under the Qualified Salaried Plan, to the extent that an SRP Participant has a Vested benefit under this Plan.  For purposes of this calculation, the SRP Participant's Accrued Benefit under the Qualified Salaried Plan shall include all amounts awarded to any alternate payee(s).  The Supplemental Accrued Benefit is expressed as the monthly amount of a Single Life Annuity commencing as of the Normal Retirement Date .

An SRP Participant's "Supplemental Benefit in the Normal Form" means the dollar amount of the monthly benefit that is payable as a Single Life Annuity to an SRP Participant from this Plan, commencing as of his or her SRP Benefit Commencement Date. The amount of the Supplemental Benefit in the Normal Form shall take account of all applicable rules stated in Article IV of this Plan, and in Article IV (or any Attachment) of the Qualified Salaried Plan, for determining any applicable adjustment based on an SRP Benefit Commencement Date that is either (a) prior to the Normal Retirement Date , or (b) later than April 1 following the year in which the SRP Participant attains age 70-1/2.

"Supplemental MB Plan" means the MacMillan Bloedel Companies Supplemental Retirement Income Plan that was previously merged into this Plan.

"Target Accrued Benefit" means an SRP Participant's target level of overall monthly pension benefit described by the terms of Section 4.1 of this Plan.  The amount of the Target Accrued Benefit is expressed as the monthly amount of a Single Life Annuity commencing as of the Normal Retirement Date .

 

 

The term "Unreduced At 60" means the provision of this Plan which provides that should the benefit under the Qualified Salaried Plan be reduced for Eligible Key Management Members because of early commencement of benefits after age 60, then an additional benefit equal to the amount that the benefit was reduced because of early commencement will be paid from this Plan.

"Weyerhaeuser" means Weyerhaeuser Company, which is the company that originally adopted this Plan and which continues to act as its sponsor.

Article II: SERVICE

For purposes of determining the Target Accrued Benefit under this Plan, an SRP Participant shall be deemed to have accrued, as of a given date, the number of whole and fractional Years of Credited Service which are credited to him or her as of the same date under the Qualified Salaried Plan.

For an SRP Participant who, prior to January 1, 2003, was a member of the Willamette Salaried Plan and who, on or after January 1, 2003, has at least an Hour of Service as an   SRP Participant, his or her whole and fractional Willamette Bridgeable Benefit Credits shall be credited as an equal number of whole and fractional Years of Credited Service for purposes of determining a Target Accrued Benefit under Article IV of this Plan.   However, any Willamette Frozen Benefit Credits shall not be treated as Years of Credited Service hereunder; instead, the Target Accrued Benefit for such an SRP Participant with   Willamette Frozen Benefit Credits shall be determined as described in Section   4.2(a)(i)(B) of this Plan.

For an SRP Participant who, prior to January 1, 2001, had earned service for benefit accrual purposes under the Qualified MB Plan and who, on or after January 1, 2001, has at least an Hour of Service as a Participant in the Qualified Salaried Plan, his or her whole and fractional Years of Credited Service for purposes of this Plan shall be as stated in Section 4.3(b) of the Qualified Salaried Plan, and shall therefore be equal to the sum of such benefit accrual service earned under the Qualified MB Plan prior to January 1, 2001, plus Years of Credited Service earned on and after January 1, 2001 under the Qualified Salaried Plan.

 

 

For purposes of becoming 100% Vested under this Plan, an SRP Participant shall be   deemed to have, as of a given date, the number of whole and fractional Years of Vesting Service which are credited to him or her as of the same date under the Qualified Salaried   Plan. The provisions of Section 2.2(c)(ii) of the Qualified Salaried Plan, which provide for reciprocal vesting credit and other rules pertaining to vesting and forfeiture of service for any individual who was formerly a member of a qualified pension plan sponsored by Willamette Industries, Inc. shall likewise apply for purposes of determining Years of Vesting Service under this Plan.

Article III: ELIGIBILITY AND PARTICIPATION

An individual who satisfies both the first condition under subsection (a) below and the second condition under subsection (b) below shall be an SRP Participant under this Plan.

An individual must be either (i) a Participant in the Qualified Salaried Plan, (ii) a Former Member of the Willamette SBP, or (iii) a Former Participant in the Supplemental MB Plan.

An individual satisfies this subsection if his or her Accrued Benefit  under the Qualified Salaried Plan is limited by either the maximum benefit restrictions of Code Section 415 or the maximum includible Earnings restrictions of Code Section 401(a)(17).

If an individual had accrued a retirement income benefit under the Supplemental MB Plan on December 31, 2000, but did not become eligible to participate in this Plan under Section 3.1 above, the individual shall have a vested right under this Plan to receive a Target Accrued Benefit equal to the benefit accrued under the Supplemental MB Plan through December 31, 2000.

An individual who once becomes an SRP Participant under the terms of this Article III shall remain an SRP Participant until Separation from Service without regard to whether he or she is entitled to a benefit under this Plan at any given time, including but not limited to the effective date of Separation from Service.

 

 

The Company is authorized to establish Individual Agreements with certain SRP Participants in order to supplement the benefits, rights and features of such SRP Participants under this Plan.  Such an Individual Agreement shall be considered part of this Plan and is subject to the terms herein to the extent such terms do not conflict with the terms of the Individual Agreement.  To the extent the terms of the Individual Agreement conflict with the terms of this Plan, the terms of the Individual Agreement shall control.

Article IV: PENSION BENEFITS

Subject to other applicable terms of Article IV of this Plan, for an individual with one or more Hours of Service on or after January 1, 2003 as an SRP Participant, the amount of his or her Target Accrued Benefit under this Plan shall be equal to the Accrued Benefit that would be determined under the provisions of Article IV of the Qualified Salaried Plan if the following modifications were made:

 

 

The combined effect of clauses (i) and (ii) above, as applied, for example, to the pension formula of Section 4.1(a) of the Qualified Salaried Plan, is to calculate the Target Accrued Benefit under this Plan by substituting an SRP Participant's Adjusted Earnings instead of his or her Final Average Monthly Earnings wherever the Final Average Monthly Earnings would otherwise be taken into account under Article IV of the Qualified Salaried Plan.