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

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

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

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

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

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

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

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

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

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

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

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

(3)       &nbs