Competitive Advance and Revolving Credit Facility Agreement,

10.2 First Amendment dated as of September 14, 2009 to the $1,200,000,000 Competitive Advance and Revolving Credit Facility Agreement, dated as of December 19, 2006

FIRST AMENDMENT

FIRST AMENDMENT, dated as of September 14, 2009 (this “ Amendment ”), to the $1,200,000,000 Competitive Advance and Revolving Credit Facility Agreement, dated as of December 19, 2006 (the “ Credit Agreement ”), among Weyerhaeuser Company, a Washington corporation (“ Weyerhaeuser ”), Weyerhaeuser Real Estate Company, a Washington corporation (“ WRECO ”, together with Weyerhaeuser, the “ Borrowers ”), JPMorgan Chase Bank, N.A., a national banking association (“ JPMorgan Chase Bank ”) and Citibank, N.A., a national banking association (“ Citibank ”), as initial fronting banks, JPMorgan Chase Bank and Citibank, as swing line banks, JPMorgan Chase Bank, as administrative agent (the “ Administrative Agent ”), Citibank, as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agents, Morgan Stanley Bank, as co-documentation agent, and the lenders named therein (the “ Lenders ”).

WITNESSETH

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS, the Required Lenders are willing to agree to such amendments on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1.   Defined Terms . Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2.   Reduction of Commitments .  The Commitment of each Lender is hereby automatically reduced on the Effective Date (as defined below) to the amount set forth opposite such Lender’s name on Schedule 1.01 attached hereto.

SECTION 3.   Removal of WRECO as a Borrower .  As of the Effective Date, notwithstanding anything to the contrary in the Credit Agreement, (a) WRECO shall cease to be a Borrower thereunder and the Lenders shall not have any obligation to make Loans to WRECO and (b) all references to the “Borrower” and “Borrowers” (and any related provisions) in the Credit Agreement shall be construed accordingly.

SECTION 4.   Amendments .  (a)  Section 1.01 of the Credit Agreement is hereby amended as of the Effective Date by replacing the reference to the amount “$1,200,000,000” set forth in the definition of “Total Commitment” with “$400,000,000”.

(b)  Section 2.04(a) of the Credit Agreement is hereby amended as of the Effective Date by deleting the table therein in its entirety and inserting in lieu thereof the following table:

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(c) Section 2.06(d) of the Credit Agreement is hereby amended as of the Effective Date by deleting the table therein in its entirety and inserting in lieu thereof the following table:

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(d) Section 6.01 of the Credit Agreement is hereby amended as of the Effective Date by deleting the existing paragraph (e) in its entir