Fee Deferral Plan for Directors of Weyerhaeuser Company

1.  

Name and Purpose .  The name of this plan is the “Fee Deferral Plan for Directors of Weyerhaeuser Company” (the “Plan”).  Its purpose is to provide non-employee Directors of the Company with increased flexibility in timing the receipt of Fees earned as a Director and to assist the Company in attracting and retaining qualified individuals to serve as Directors.

2.  

Definitions.   Whenever used in the Plan, the following terms shall have the meanings set forth below:

(a)  

“2004 Plan” has the meaning set forth in Paragraph 10.

(b)  

“Board” means the Board of Directors of the Company, provided that no member of the Board shall participate in or cast a vote with respect to any matter which specifically relates to that individual, as opposed to relating to the Directors as a group. The Compensation Committee of the Board (“Committee”) makes recommendations to the Board, when appropriate, with respect to matters arising under the Plan.

(c)  

“Common Shares” means the shares of common stock, $1.25 par value, of the Company.

(d)  

“Company” means Weyerhaeuser Company.

(e)  

“Deferral Period” means that period of time from the end of the date on which Fees would have been paid but for deferral under the Plan until the time when such Fees are paid.

(f)  

“Deferred Fees” means that part of any Fees that has been deferred pursuant to the Plan, together with any earnings or other appreciation thereon. All Deferred Fees (including Designated Stock Equivalents) are subject to the restrictions on transfer set forth in Subparagraph 7(d).

(g)  

“Designated Stock Equivalents” has the meaning set forth in Subparagraph 4(d).

(h)  

“Director” for purposes of the Plan means a person serving on the Board who is not an Employee of the Company or any of its subsidiaries.

(i)  

“Effective Date” has the meaning set forth in Paragraph 10.

(j)  

“Employee” means a person who is classified by the Company as actively employed by the Company and who is compensated on a salaried basis as reflected on the Company's or any of its subsidiaries' payroll records.

(k)  

“Event” as used in Subparagraphs 4(b) and 4(c) means an occurrence the date or dates of which are acceptable to the Board and objectively determinable at the time an amount is deferred under the Plan in accordance with Section 409A.  This includes, but is not limited to, a Separation from Service, the designation of a calendar year or years, or when a Director reaches a specified age.

(l)  

“Fees” mean the fees payable to a Director by the Company as an annual “retainer” upon his or her election or reelection to the Board, fees payable for attending meetings and fees payable for extended travel at the request of the Board or a Committee of the Board, but not including any reimbursement for expenses.

(m)  

“Interest Rate Deferral” has the meaning set forth in Subparagraph 4(b)(i).

(n)  

“Plan Year” means the Year in which the Fees are earned.

(o)  

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and other guidance promulgated thereunder.

(p)  

“Separation from Service” means the failure to be reelected to, or the resignation or retirement from, the Board as a Director for any reason within the meaning of Section 409A.

(q)  

“Specified Employee” means a Director who, as of the date of the Director's Separation from Service for any reason, is a key employee of Weyerhaeuser Company.  The Director is a key employee if the Director 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 twelve-month period ending on a Specified Employee identification date.  If the Director is a key employee as of December 31, the Director shall be treated as a Specified Employee for the entire twelve-month period beginning on the next following April 1.

(r)  

“Stock Equivalent” means a deferred unit of account which is equivalent in value to one Common Share of the Company.

(s)  

“Stock Equivalent Deferral” has the meaning set forth in Subparagraph 4(b)(ii).

(t)  

“Trading Day” means a day that the New York Stock Exchange is open for business.

(u)  

“Year” means the 52- or 53-week period used by the Company as its fiscal year.

3.  

Participation in the Plan .  Any individual who is a Director may participate in the Plan.

4.  

Payment or Deferral of Fees .  Payment of Fees shall be made as follows:

(a)  

Immediate Payment .  Except as otherwise provided in subparagraphs (b) and (d) below, payment of Fees to a Director shall be made in cash and in full as soon as practicable following the time when the Fees are earned; provided that the annual “retainer” is deemed earned immediately following the Company's annual meeting of shareholders or other shareholder meeting at which Directors are elected, or in the case of newly appointed Directors immediately following such appointment.

(b)  

Deferred Fees .  Except as provided in subparagraph (d) below for Designated Stock Equivalents, a Director may elect to defer receipt of a percentage of all of his or her Fees earned in any Plan Year.  The procedure for election is set forth in subparagraph (c) below.  Two forms of Deferred Fees are provided for.

(i)  

“Interest Rate Deferral” - This form of deferral provides for the payment of the amount to be deferred with interest over a number of years selected by a Director, commencing with the year or an Event selected by the Director, provided that the last payment must be made not later than the earlier of (A) the twentieth Year following the Year of the Director's Separation from Service and (B) the year during which the Director's eightieth birthday occurs.  Details as to the amount and timing of payments are set forth in Paragraph 5.

(ii)  

“Stock Equivalent Deferral” - This form of deferral provides for the payment of the amount to be deferred, increased or decreased by reference to the market price and dividend history of Common Shares, over a number of years selected by a Director, commencing with the year or Event selected by the Director, provided that such year or Event must not be any earlier than the second calendar year after the year in which the election is made, and further provided that the last payment must be made not later than the earlier of (A) the twentieth Year following the Year of the Director's Separation from Service and (B) the year during which the Director's eightieth birthday occurs.  Details as to the amount and timing of payments are set forth in Paragraph 6.

(c)  

Election Procedure .  A Director shall notify the Committee in writing on or prior to the December 15 preceding each Plan Year of his or her election to defer the receipt of a percentage or all of any Fees to be earned starting in the Plan Year about to commence; provided, however, that a Director who is newly elected or appointed to the Board after the commencement of a Plan Year may notify the Committee of such deferral election up to 30 days after the effective date of his or her election or appointment (in which case such deferral election shall only be effective for the deferral of Fees payable for services performed after such deferral election).  Such deferral election shall state the percentage or percentages to be received as Deferred Fees under subparagraphs (b)(i) and (ii) above.  Any Fees or part thereof which the Director has not elected to defer shall be paid as provided in subparagraph (a) above.  Each notice to defer shall:

(i)  

State the percentage of the Fees to be deferred.

(ii)  

Designate the percentage of the total amount to be deferred which will be deferred as an Interest Rate Deferral and as a Stock Equivalent Deferral.

(iii)  

State the year or Event during which payments will commence and the number of years elected for payment.

(d)  

Fees Designated as Stock Equivalents . In the event that the Board designates that any Fee to be paid to a Director shall be paid in Stock Equivalents, then such fees (referred to herein as “Designated Stock Equivalents”) shall be treated as Stock Equivalents under the Plan.  With respect to Designated Stock Equivalents:

(i)  

a Director shall not make the election provided for in subparagraph (c) above, but shall elect a Year or Event (which must not be any earlier than the Year of the Director's Separation from Service) in which payments shall commence and the number of Years elected for payment;

(ii)  

the election provided for in subparagraph (d)(i) above shall be made in writing on or prior to the December 15 preceding each Plan Year with respect to Designated Stock Equivalents to be earned in the following Year, if any, and shall be irrevocable; provided, however, that a Director who is newly elected or appointed to the Board after the commencement of a Plan Year may notify the Committee of such deferral election up to 30 days after the effective date of his or her election or appointment (in which case such deferral election shall only be effective for the deferral of Fees payable for services performed after such deferral