Weyerhaeuser Real Estate Company Management Long-Term Incentive Plan

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Motivate Participants to achieve key business objectives at the WRECO and Organization levels.

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Attract, retain and motivate Participants by providing opportunities to earn competitive total pay for top quartile, competitive performance results in the homebuilding industry.

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Reinforce the value of teamwork across WRECO.

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Motivate Participants to support an allocation of capital that generates the best overall outcome for Weyerhaeuser Company.

(a)

The Plan is hereby amended and restated, effective January 1, 2009.

(a)

“ Award ” means the cash amount granted to a Participant for a Plan Period as determined under the terms of the Plan.

(b)

“ Company ” means Weyerhaeuser Company and includes, where indicated by the context, its majority-owned subsidiaries.

(c)

“ Cost of Capital ” means the minimum Return on Investment necessary to satisfy stakeholders.

(d)

“ Disability ” means a medical condition in which a Participant is entitled to total and permanent disability benefits under the Social Security Act and when a Participant incurs a termination of employment due to his or her medical condition.

(e)

“ Employee ” means any person who is actively employed on a salaried basis by or on behalf of WRECO or one of its Organizational Units.

(f)

“ Funding Schedule ” means a schedule or chart which indicates the Share Value associated with WRECO’s and the Organizational Unit’s Pre-Tax Economic Profit for a three year Plan Period.

(g)

“Invested Capital” means total assets, less non-interest bearing liabilities and capitalized interest.

(h)

“ Organization ” or “ Organizational Unit ” means a business that is a part of WRECO or a wholly owned subsidiary of WRECO (e.g., Winchester Homes).

(i)

“ Participant ” means any Employee who is eligible under the terms of Section IV and is employed by WRECO or an Organizational Unit owned by WRECO, its wholly owned subsidiaries at the end of the Plan Period. Where appropriate in the context, “Participant” also means any former Participant.

(j)

“ Plan Period ” means the three consecutive WRECO fiscal years for which cumulative earnings are measured to determine the plan funding.

(k)

“ Pre-Tax Earnings ” means WRECO or Organizational Unit earnings before deducting federal and state income taxes.

(l)

“ Pre-Tax Economic Profit” or “PTEP ” means annual WRECO or Organizational Unit earnings before interest and taxes, net of Weyerhaeuser Company and/or WRECO memo charges, and less a charge equal to the Cost of Capital multiplied by the most recent five-quarter average of Invested Capital.

(m)

“ Retires or Retirement ” means terminates employment from WRECO constituting early or normal retirement, as provided in the Weyerhaeuser Company Retirement Plan for Salaried Employees, as amended from time to time.

(n)

“ Return on Investment ” or “ ROI ” means the amount determined by dividing WRECO’s annual earnings before interest and taxes net of Weyerhaeuser Company and/or WRECO memo charges, divided by the most recent five-quarter average of Invested Capital.

(o)

“ ROI Ranking ” for purposes of this Plan means the ranking of WRECO’s Three-Year ROI among its peer group of public homebuilding companies. The peer group is determined by the WRECO President.

(p)

“ Shares ” means a number of units awarded to a Participant for purposes of calculating the Long-Term Incentive Plan Award. Shares are not traded or exchangeable, and do not represent shares of Weyerhaeuser Company, WRECO stock or an interest in any Organizational Unit.

(q)

“ Share Value ” means the value of Shares awarded to a Participant for purposes of calculating the Long-Term Incentive Plan Award.

(r)

“ Three-Year ROI ” means the amount determined by dividing the sum of earnings before interest and taxes net of Weyerhaeuser Company and/or WRECO memo charges for the three-year Plan Period, divided by average of Invested Capital for the thirteen quarters in the Plan Period. The Three-Year ROI for WRECO and each competitor will be determined by the WRECO Finance and Planning Department based on internal and public financial information.

(s)

“ WRECO ” means Weyerhaeuser Real Estate Company and includes, where indicated by the context, its Organizational Units.