<PAGE>
                                                                     EXHIBIT 4.7
================================================================================



                          REGISTRATION RIGHTS AGREEMENT

                             Dated October 22, 2001

                                     between

                              WEYERHAEUSER COMPANY

                                       and

                        MORGAN STANLEY & CO. INCORPORATED


                                       and

                           J.P. MORGAN SECURITIES INC.




================================================================================




<PAGE>







                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "AGREEMENT") is made and entered
into October 22, 2001, between Weyerhaeuser Company, a Washington corporation
(the "COMPANY"), and Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. (the "REPRESENTATIVES"), as representatives of the several
initial purchasers named in the Purchase Agreement (the "INITIAL PURCHASERS").

     This Agreement is made pursuant to the Purchase Agreement dated October 16,
2001 between the Company and the Representatives (the "PURCHASE AGREEMENT"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of $750,000,000 principal amount of the 5.95% Notes due 2008 (the
"SECURITIES") to be issued by the Company. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1.   Definitions.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "1933 ACT" shall mean the Securities Act of 1933, as amended from time to
time.

     "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

     "ADDITIONAL INTEREST" shall have the meaning assigned to it in Section
2(e).

     "BUSINESS DAY" shall mean any day other than a Saturday or Sunday or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

     "CLOSING DATE" shall mean the Closing Date as defined in the Purchase
Agreement.

     "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and shall also include the Company's successors.

     "EFFECTIVENESS DEADLINE" shall have the meaning set forth in Section 2(a)
hereof.

     "EXCHANGE OFFER" shall mean the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2(a) hereof.

     "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.



                                       1
<PAGE>

     "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

     "EXCHANGE SECURITIES" shall mean securities issued by the Company under the
Indenture containing terms identical to the Securities (except that (i) interest
thereon shall accrue from the last date on which interest was paid on the
Securities or, if no such interest has been paid, from October 22, 2001 and (ii)
the Exchange Securities will not contain restrictions on transfer or bear a
restrictive legend) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer.

         "HOLDER" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their respective successors, assigns and
direct and indirect transferees who become registered owners of Registrable
Securities under the Indenture; provided that for purposes of Sections 4 and 5
of this Agreement, the term "HOLDER" shall include Participating Broker-Dealers.

     "INDENTURE" shall mean the Indenture relating to the Securities dated as of
April 1, 1986, as amended and supplemented by the First Supplemental Indenture
dated as of February 15, 1991, the Second Supplemental Indenture dated as of
February 1, 1993 and the Third Supplemental Indenture dated as of October 22,
2001, each between the Company and The Chase Manhattan Bank (formerly Chemical
Bank), as trustee, and as the same may be further amended or supplemented from
time to time in accordance with the terms thereof.

     "INITIAL PURCHASERS" shall have the meaning set forth in the preamble to
this Agreement.

     "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or
any of its "affiliates" (as such term is defined in Rule 144 under the 1933 Act)
(other than the Initial Purchasers, it being understood and agreed that none of
the Initial Purchasers nor any of their respective subsidiaries, parents or
affiliates shall be deemed affiliates of the Company for purposes of this
definition, and other than subsequent holders of Registrable Securities if such
subsequent holders are deemed to be such affiliates solely by reason of their
holding of such Registrable Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage or amount. In cases where this Agreement shall permit or require any
action or determination to be made by, for example, a majority in principal
amount of Registrable Securities being sold or included in a Shelf Registration
or offering or affected by an amendment, the procedures specified in the proviso
to the foregoing sentence shall be applied.

     "PARTICIPATING BROKER-DEALER" shall have the meaning specified in Section
4(a) of this Agreement.



                                       2
<PAGE>

     "PERSON" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization or other entity, or a
government or agency or political subdivision thereof.

     "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
all material incorporated or deemed to be incorporated by reference therein.

     "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble to
this Agreement.

     "REGISTRABLE SECURITIES" shall mean the Securities; provided, however, that
the Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities shall have been declared effective
under the 1933 Act and such Securities shall have been disposed of pursuant to
such Registration Statement, (ii) when such Securities have been sold to the
public pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to
be outstanding.

     "REGISTRATION EXPENSES" shall mean all expenses incident to performance of
or compliance by the Company with this Agreement, including without limitation:
(i) all SEC, stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Company and, in the case of a Shelf Registration Statement,
the fees and disbursements of one counsel for the Holders (which counsel shall
be selected by the Representatives or, if the Representatives elect not to
select such counsel, by the Majority Holders and which counsel may also be
counsel for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of the Company and of any other Person or
business whose financial statements are included or incorporated or deemed to be
incorporated by reference in a Registration Statement, including the expenses of
any special audits or "cold comfort" or similar letters required by or incident
to such performance and compliance. Notwithstanding the foregoing, Holders shall
be responsible for fees and expenses of counsel to the underwriters (other than
fees and expenses set forth in clauses (ii) and (vii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.



                                       3
<PAGE>

     "REGISTRATION STATEMENT" shall mean any registration statement of the
Company that covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement and all amendments and supplements
to any such Registration Statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated or deemed to be incorporated by reference therein.

     "REPRESENTATIVES" shall have the meaning set forth in the preamble to this
Agreement.

     "SEC" shall mean the Securities and Exchange Commission.

     "SECURITIES" shall have the meaning set forth in the preamble to this
Agreement.

     "SHELF REGISTRATION" shall mean a registration effected pursuant to Section
2(b) hereof.

     "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement
of the Company pursuant to the provisions of Section 2(b) of this Agreement
which covers all of the Registrable Securities (but no other securities unless
approved by the Holders whose Registrable Securities are covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the 1933
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated or deemed to be incorporated by reference therein.

     "TRUSTEE" shall mean the trustee with respect to the Securities under the
Indenture.

     "UNDERWRITER" shall have the meaning set forth in the last paragraph of
Section 3 of this Agreement.

     "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean a
registration in which Registrable Securities are sold to an Underwriter or
Underwriters for reoffering to the public.

     "VOLUNTARY SUSPENSION NOTICE" shall have the meaning set forth in Section
2(b) hereof.

     2.   Registration Under the 1933 Act.

     (a)  To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall (A) use its reasonable
best efforts to prepare and, as soon as practicable but not later than 120 days
following the Closing Date, file with the SEC an Exchange Offer Registration
Statement on an appropriate form under the 1933 Act with respect to a proposed
Exchange Offer and the issuance and delivery to the Holders, in exchange for the
Registrable Securities, of a like principal amount of Exchange Securities, (B)
use its reasonable best efforts to cause the Exchange Offer Registration
Statement to be declared effective under the 1933 Act not later than 180 days of
the Closing Date (the "EFFECTIVENESS DEADLINE"), (C) use its reasonable best
efforts to keep the Exchange Offer Registration Statement effective until the
closing of the Exchange Offer and (D) use its reasonable best efforts to cause
the Exchange Offer to be consummated as promptly as practicable, but in any not
later than the date that is 30 Business Days after the Effectiveness Deadline.
The Company shall commence the Exchange



                                       4
<PAGE>

Offer by mailing the related exchange offer Prospectus and accompanying
documents to each Holder stating, in addition to such other disclosures as are
required by applicable law:

               (i)  that the Exchange Offer is being made pursuant to this
          Registration Rights Agreement and that all Registrable Securities
          validly tendered and not withdrawn will be accepted for exchange;

               (ii) the dates of acceptance for exchange (which shall be a
          period of at least 20 Business Days from the date such notice is
          mailed) (the "EXCHANGE DATES");

               (iii) that any Registrable Security not tendered will remain
          outstanding and continue to accrue interest, but will not thereafter
          be entitled to receive any Additional Interest or be entitled to any
          registration rights under this Agreement;

               (iv) that Holders electing to have a Registrable Security
          exchanged pursuant to the Exchange Offer will be required to surrender
          such Registrable Security, together with the enclosed letter of
          transmittal, to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) specified in the exchange
          offer Prospectus or the accompanying documents prior to the time the
          Exchange Offer terminates (which shall not be earlier than 5:00 p.m.,
          New York City time) on the last Exchange Date; and

               (v)  that Holders will be entitled to withdraw their election,
          not later than the time the Exchange Offer terminates (which shall not
          be earlier than 5:00 p.m., New York City time) on the last Exchange
          Date, by sending to the institution and at the address (located in the
          Borough of Manhattan, The City of New York) specified in the exchange
          offer Prospectus or the accompanying documents a telegram, telex,
          facsimile transmission or letter setting forth the name of such
          Holder, the principal amount of Registrable Securities delivered for
          exchange and a statement that such Holder is withdrawing his election
          to have such Securities exchanged.

     As soon as reasonably practicable after the last Exchange Date, the Company
shall:

               (i)  accept for exchange all Registrable Securities or portions
          thereof validly tendered and not withdrawn pursuant to the Exchange
          Offer; and

               (ii) deliver, or cause to be delivered, to the Trustee for
          cancellation all Registrable Securities or portions thereof so
          accepted for exchange by the Company and issue, and cause the Trustee
          to promptly authenticate and mail to each Holder, an Exchange Security
          equal in principal amount to the principal amount of the Registrable
          Securities surrendered by such Holder.

     The Company shall use its reasonable best efforts to complete the Exchange
Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection
with the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate



                                       5
<PAGE>

applicable law or any applicable interpretation of the Staff of the SEC. The
Company shall inform the Representatives of the names and addresses of the
Holders to whom the Exchange Offer is made, and the Representatives shall have
the right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Registrable Securities in the Exchange Offer.

     Each Holder participating in the Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) such Holder has no arrangement or
understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities Act,
(iii) such Holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of the Company or, if it is such affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities within the meaning of the 1933 Act and
(v) if such Holder is a broker-dealer, that it will receive Exchange Securities
in exchange for Securities that were acquired for its own account as a result of
market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale of such Exchange Securities.

     (b)  In the event that (i) the Company determines that the Exchange Offer
Registration provided for in Section 2(a) above is not available or the Exchange
Offer may not be consummated as soon as practicable after the last Exchange Date
because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, (ii) the Exchange Offer is for any other reason not
consummated within 30 Business Days following the Effectiveness Deadline, or
(iii) the Exchange Offer has been completed and the Representatives have
determined, based upon the opinion of legal counsel, that a Registration
Statement must be filed or a Prospectus must be delivered by the Initial
Purchasers in connection with any offering or sale of Registrable Securities,
the Company shall use its reasonable best efforts to cause to be filed as soon
as reasonably practicable after such determination, date or date that notice of
such determination by the Representatives is given to the Company, as the case
may be, a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Securities and to use its reasonable best efforts to have
such Shelf Registration Statement declared effective by the SEC as soon as
reasonably practicable. In the event the Company is required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause
(iii) of the preceding sentence, the Company shall use its reasonable best
efforts to file and have declared effective by the SEC both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer. The Company agrees to use its
reasonable best efforts to keep the Shelf Registration Statement continuously
effective and to keep the related Prospectus current until the expiration of the
period referred to in Rule 144(k) with respect to the Registrable Securities or
such shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or shall have been sold to the public pursuant to Rule
144(k) (or similar provision then in force, but not Rule 144A) under the 1933
Act or shall have ceased to be outstanding; provided, however, that if there



                                       6
<PAGE>

is a possible acquisition or business combination or other transaction, business
development or event involving the Company that would require disclosure in the
Shelf Registration Statement or the documents incorporated or deemed to be
incorporated by reference therein or the related Prospectus and the Company
determines in the exercise of its reasonable judgment that such disclosure is
not in the best interests of the Company and its stockholders or obtaining any
financial statements relating to an acquisition or business combination required
to be included in the Shelf Registration Statement or the documents incorporated
or deemed to be incorporated by reference therein or the related Prospectus
would be impracticable, the Company shall give the Holders notice (a "Voluntary
Suspension Notice") to suspend use of the Prospectus relating to the Shelf
Registration Statement, and the Holders hereby agree to suspend use of such
Prospectus until the Company has amended or supplemented such Prospectus or has
notified the Holders that use of the then current Prospectus may be resumed as
provided in the penultimate paragraph of Section 3. In the case of any Voluntary
Suspension Notice, the Company shall not be required to disclose in such notice
the possible acquisition or business combination or other transaction, business
development or event as a result of which such notice shall have been given if
the Company determines in good faith that such acquisition or business
combination or other transaction, business development or event should remain
confidential and, while such Voluntary Suspension Notice is in effect, the
Company shall not be required to amend or supplement the Shelf Registration
Statement, the documents incorporated or deemed to be incorporated by reference
therein or the related Prospectus to reflect such possible acquisition or
business combination or other transaction, business development or event, but
shall use its reasonable best efforts to maintain the effectiveness of such
Shelf Registration Statement. Upon the abandonment, consummation, termination or
public announcement or other public disclosure of the possible acquisition or
business combination or other transaction, or if the applicable business
development or event shall cease to exist or shall be publicly disclosed, then
the Company shall promptly comply with this Section 2(b) and Sections 3(b),
3(e)(iv) (if applicable), 3(i) (if applicable) and the penultimate paragraph in
Section 3 hereof and notify the Holders that disposition of Registrable
Securities may resume; provided that, if Section 3(i) shall require an amendment
or supplement to the Shelf Registration Statement or the related Prospectus,
then such resumption shall not occur until the Company shall have delivered
copies of the supplemented or amended Prospectus contemplated by Section 3(i) to
the applicable Holders. Anything herein to the contrary notwithstanding, the
right of the Company to suspend use of the Prospectus pursuant to this paragraph
shall be subject to the limitation set forth in the last sentence of the
penultimate paragraph of Section 3. The Company further agrees to supplement or
amend the Shelf Registration Statement and/or the related Prospectus if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement or by the 1933 Act or
by any other rules and regulations thereunder for shelf registration or if
reasonably requested by a Holder with respect to information relating to such
Holder, and to use its reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and/or the related
Prospectus to become usable as soon as thereafter reasonably practicable,
subject to the right of the Company, on the terms and subject to the conditions
described elsewhere in this Section 2(b), to suspend its obligation to amend or
supplement the Shelf Registration Statement and/or the related Prospectus by
giving a Voluntary Suspension Notice. The Company agrees to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.



                                       7
<PAGE>

     (c)  The Company shall pay all Registration Expenses in connection with the
registration pursuant to Section 2(a) and Section 2(b) including, but not
limited to, the fees and expenses of one counsel to be selected by the
Representatives or, if the Representatives elect not to select such counsel, by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

     (d)  An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided, however, that, if, after it has been declared effective, the
offering of Registrable Securities pursuant to a Shelf Registration Statement is
interfered with by any stop order, injunction or other order or requirement of
the SEC or any other governmental agency or court, such Registration Statement
will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

     (e)  Additional cash interest (the "ADDITIONAL INTEREST") shall be payable
by the Company in respect of the Securities as follows:

               (i)  If an Exchange Offer Registration Statement or Shelf
          Registration Statement is not filed within 120 days following the
          Closing Date, then commencing on and including the 121st day after the
          Closing Date, in addition to the interest otherwise payable on the
          Securities, Additional Interest will accrue and be payable on the
          Securities at the rate of 0.25% per annum; and

               (ii) If an Exchange Offer Registration Statement or Shelf
          Registration Statement is not declared effective within 180 days
          following the Closing Date, then commencing on and including the 181st
          day after the Closing Date, in addition to the interest otherwise
          payable on the Securities, Additional Interest will accrue and be
          payable on the Securities at the rate of 0.25% per annum; and

               (iii) If either (A) the Company has not exchanged Exchange
          Securities for all Securities validly tendered and not withdrawn in
          accordance with the terms of the Exchange Offer on or prior to the
          date that is 30 Business Days after the Effectiveness Deadline, or (B)
          if applicable, the Shelf Registration Statement has been declared
          effective but such Shelf Registration Statement ceases to be effective
          at any time prior to the expiration of the holding period referred to
          in Rule 144(k) or, if earlier, such time as all of the Registrable
          Securities covered by the Shelf Registration Statement have been
          disposed of pursuant to such Shelf Registration Statement or sold to
          the public pursuant to Rule 144(k) (or any similar provision then in
          force, but not Rule 144A) under the 1933 Act or shall have ceased to
          be outstanding, then, in addition to the interest otherwise payable on
          the Securities, Additional Interest will accrue and be payable on the
          Securities at the rate of 0.25% per annum from and including (x) the
          day (whether or not a Business Day) immediately succeeding the 30th
          Business Day after the



                                       8
<PAGE>

          Effectiveness Deadline, in the case of (A) above, or (y) the day such
          Shelf Registration Statement ceases to be effective, in the case of
          (B) above;

provided, however, that the Additional Interest rate on the Securities may in no
event exceed 0.25% per annum; and provided, further, that (1) upon the filing of
the Exchange Offer Registration Statement or Shelf Registration Statement (in
the case of (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement (in the case of (ii)
above), or (3) upon the exchange of Exchange Securities for all Registrable
Securities validly tendered and not withdrawn in the Exchange Offer or upon the
effectiveness of the Shelf Registration Statement that had ceased to remain
effective prior to the expiration of the holding period referred to in Rule
144(k) or, if earlier, such time as all of the Registrable Securities covered by
the Shelf Registration Statement have been disposed of pursuant to such Shelf
Registration Statement or sold to the public pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule 144A) under the 1933 Act or shall
have ceased to be outstanding (in the case of (iii) above), Additional Interest
on the Securities as a result of such clause (i), (ii) or (iii), respectively,
shall cease to accrue.

     Any amount of Additional Interest due pursuant to clauses (i), (ii) or
(iii) of the preceding paragraph will be payable in cash and will be payable on
the same dates on which interest is otherwise payable on the Securities and to
the same Persons who are entitled to receive those payments of interest on the
Securities. The amount of Additional Interest payable for any period will be
determined by multiplying the Additional Interest rate, which will be 0.25% per
annum, by the principal amount of the Securities and then multiplying the
product by a fraction, the numerator of which is the number of days that the
Additional Interest rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months) and the denominator
of which is 360.

     (f)  Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in
material irreparable injury to the Initial Purchasers or the Holders for which
there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure,
any Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company's obligations under Section 2(a) and Section
2(b) hereof, provided that, without limiting the ability of any Initial
Purchaser or any Holder to specifically enforce such obligations, in the case of
any terms of this Agreement for which Additional Interest pursuant to 2(e) is
expressly provided as a remedy for a violation of such terms, such Additional
Interest shall be the sole monetary damages for such a violation.

     3.   Registration Procedures.

     In connection with the obligations of the Company with respect to the
Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the
Company shall as expeditiously as reasonably practicable:

     (a)  prepare and file with the SEC a Registration Statement on the
appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of




                                       9
<PAGE>

a Shelf Registration, be available for the sale of the Registrable Securities by
the selling Holders thereof and (z) shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the SEC to be filed therewith, and use its reasonable
best efforts to cause such Registration Statement to become effective and remain
effective in accordance with Section 2 hereof;

     (b)  prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period and, subject to the
Company's rights to suspend the use of the Prospectus relating to the Shelf
Registration Statement pursuant to Section 2(b) of this Agreement on the terms
and subject to the conditions set forth in such Section 2(b), cause each
Prospectus to be supplemented by any required prospectus supplement and, as so
supplemented, to be filed pursuant to Rule 424 under the 1933 Act if required by
such Rule and to keep each Prospectus current during the period described under
Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;

     (c)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
the Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary prospectus, and any amendment or supplement thereto and such
other documents as such Holder, counsel or Underwriter may reasonably request,
in order to facilitate the public sale or other disposition of the Registrable
Securities; and the Company consents to the use of such Prospectus and any
amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriter in connection
with the offering and sale of the Registrable Securities covered by and in the
manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;

     (d)  use its reasonable best efforts to register or qualify the Registrable
Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration
Statement shall reasonably request in writing by the time the applicable
Registration Statement is declared effective by the SEC, to cooperate with such
Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company shall not
be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (ii) file any general consent to service of process or (iii)
subject itself to taxation in any such jurisdiction if it is not so subject;

     (e)  in the case of a Shelf Registration, notify each Holder of Registrable
Securities, counsel for the Holders and counsel for the Initial Purchasers
promptly and, if requested by any such Holder or counsel, confirm such advice in
writing (i) when a Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and



                                       10
<PAGE>

supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) of the happening of any event during the
period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or as a result of which the Shelf Registration Statement or the
related Prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading (but subject to the right of the Company, under the circumstances set
forth in Section 2(b) of this Agreement, not to disclose the nature of such
event) and (v) of any determination by the Company that a post-effective
amendment to a Registration Statement would be appropriate;

     (f)  use reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement as soon as reasonably
possible and provide notice as promptly as practicable to each Holder of the
withdrawal of any such order;

     (g)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, one conformed copy of each Registration
Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);

     (h)  in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders may reasonably request at least
one business day prior to the closing of any sale of Registrable Securities;

     (i)  in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(iv) hereof but subject to the Company's right to
suspend the use of the related Prospectus pursuant to Section 2(b) on the terms
and subject to the conditions set forth in such Section 2(b), use its reasonable
best efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company agrees to
notify the Holders to suspend use of the Prospectus as promptly as practicable
after the occurrence of such an event, and the Holders hereby agree to suspend
use of the Prospectus until the Company has amended or supplemented the
Prospectus to correct such misstatement or omission;

     (j)  a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or
supplement to a



                                       11
<PAGE>

Prospectus, provide copies of such document to the Representatives and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel), and the Company shall not at any time file or make any amendment
to the Registration Statement, any Prospectus or any amendment of or supplement
to a Registration Statement or a Prospectus of which the Representatives and
counsel to the Initial Purchasers (and, in the case of a Shelf Registration
Statement, the Holders and their counsel) shall not have previously been advised
and furnished a copy or to which the Representatives or counsel to the Initial
Purchasers (and, in the case of a Shelf Registration Statement, the Holders or
their counsel) shall reasonably object.

     (k)  obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

     (l)  cause the Indenture to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA"), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the TIA and execute, and use its best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;

     (m)  in the case of a Shelf Registration, make available for inspection by
a representative of the Holders of the Registrable Securities, any Initial
Purchaser participating in any disposition pursuant to such Shelf Registration
Statement, and attorneys and accountants designated by the Holders and
reasonably acceptable to the Company and in a manner that is reasonable and
customary for shelf offerings by companies regularly filing reports under the
Securities Exchange Act of 1934, as amended, all material financial and other
pertinent records and documents of the Company, cause the appropriate officers
of the Company to make themselves reasonably available for "due diligence"
conferences of the nature customary in connection with shelf offerings by
companies regularly filing reports under the Securities Exchange Act of 1934, as
amended, and cause the officers, directors and employees of the Company to
supply all material information reasonably requested by any such representative
of the Holders, Initial Purchaser, attorney or accountant in connection with a
Shelf Registration Statement;

     (n)  use its reasonable best efforts to cause the Exchange Securities or
Registrable Securities, as the case may be, to be rated by two nationally
recognized statistical rating organizations (as such term is defined in Rule
436(g)(2) under the 1933 Act);

     (o)  if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, (i) promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and (ii) make
all required filings of such Prospectus supplement or such post-effective
amendment as soon as reasonably practicable after the Company has received
notification of the matters to be incorporated in such filing; and



                                       12
<PAGE>

     (p)  in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority of the Registrable Securities being
sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company (which
counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriters of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain "cold comfort" letters from the independent certified
public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any Person or business
acquired by the Company for which financial statements and financial data are or
are required to be included in the Registration Statement or in the documents
incorporated or deemed to be incorporated therein) addressed to each selling
Holder and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings, and (iv) deliver
such documents and certificates as may be reasonably requested by the Holders of
a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings to
evidence the continued validity of the representations and warranties of the
Company made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.

     In the case of a Shelf Registration Statement, the Company may require each
Holder of Registrable Securities to furnish to the Company such information
regarding the Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing and the Company may exclude from such Shelf Registration Statement
the Securities of any Holders that refuse to comply with such request.

     In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 3(e)(iv) hereof or upon receipt of any Voluntary
Suspension Notice pursuant to Section 2(b) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to such Shelf
Registration Statement until either (x) such Holder's receipt of the copies of
the supplemented or amended Prospectus contemplated by Section 3(i) hereof or
(y) solely in the case of a Voluntary Suspension Notice, the Company shall have
notified such Holder that disposition of Registrable Securities may be resumed
using the then current Prospectus, and, if so directed by the Company in the
case of clause (x), such Holder will deliver to the Company (at its expense) all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Company shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during



                                       13
<PAGE>

the period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions or the
Holders shall have received notice that disposition of Registrable Securities
may be resumed using the then current Prospectus as the case may be. Anything
herein to the contrary notwithstanding, the Company will not be entitled to
require Holders to discontinue the sale or other disposition of Registrable
Securities pursuant to a Shelf Registration Statement or to suspend the use of
the related Prospectus for more than 120 days (whether or not consecutive) in
any period of 12 consecutive months.

     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "UNDERWRITERS") that will
administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

     4.   Participation of Broker-Dealers in Exchange Offer.

     (a)  The Staff of the SEC has taken the position that any broker-dealer
that receives Exchange Securities in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer for its own account as a
result of market-making or other trading activities (a "PARTICIPATING
BROKER-DEALER"), may be deemed to be an "underwriter" within the meaning of the
1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act
in connection with any resale of such Exchange Securities.

     The Company understands that it is the Staff's position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a
plan of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the Exchange Securities, without
naming the Participating Broker-Dealers or specifying the amount of Exchange
Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933
Act in connection with resales of Exchange Securities for their own accounts, so
long as the Prospectus otherwise meets the requirements of the 1933 Act.

     (b)  In light of the above, notwithstanding the other provisions of this
Agreement, the Company agrees that the provisions of this Agreement as they
relate to a Shelf Registration shall also apply to an Exchange Offer
Registration to the extent, and with such reasonable modifications thereto as
may be reasonably requested by the Representatives or by one or more
Participating Broker-Dealers, in each case as provided in clause (ii) below, in
order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above; provided that:

               (i)  the Company shall not be required to amend or supplement the
          Prospectus contained in the Exchange Offer Registration Statement, as
          would otherwise be contemplated by Section 3(i), for a period
          exceeding 180 days after the last Exchange Date (as such period may be
          extended pursuant to the penultimate paragraph of Section 3 of this
          Agreement) and Participating Broker-Dealers shall not be authorized by
          the Company to deliver and shall not deliver



                                       14
<PAGE>

          such Prospectus after such period in connection with the resales
          contemplated by this Section 4; and

               (ii) the application of the Shelf Registration procedures set
          forth in Section 3 of this Agreement to an Exchange Offer
          Registration, to the extent not required by the positions of the Staff
          of the SEC or the 1933 Act and the rules and regulations thereunder,
          will be in conformity with the reasonable request to the Company by
          the Representatives or with the reasonable request in writing to the
          Company by one or more broker-dealers who certify to the
          Representatives and the Company in writing that they anticipate that
          they will be Participating Broker-Dealers; and provided further that,
          in connection with such application of the Shelf Registration
          procedures set forth in Section 3 to an Exchange Offer Registration,
          the Company shall be obligated (x) to deal only with one of two
          entities representing the Participating Broker-Dealers, which shall be
          Morgan Stanley & Co. Incorporated or J.P. Morgan Securities Inc.
          unless either entity elects not to act as such representative, (y) to
          pay the fees and expenses of only one counsel representing the
          Participating Broker-Dealers, which shall be counsel to the Initial
          Purchasers unless such counsel elects not to so act and (z) to cause
          to be delivered only one, if any, "cold comfort" or similar letter
          relating to the Company (plus only one, if any, "cold comfort" or
          similar letter with respect to any other Person or businesses whose
          financial statements are included or incorporated or deemed to be
          incorporated by reference in the Exchange Offer Registration
          Statement) with respect to the Prospectus in the form existing on the
          last Exchange Date and with respect to each subsequent amendment or
          supplement, if any, effected during the period specified in clause (i)
          above.

     (c)  The Representatives shall have no liability to the Company or any
Holder with respect to any request that it may make pursuant to Section 4(b)
above.

     5.   Indemnification and Contribution.

     (a)  The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, any Initial Purchaser or any Holder, from and against all losses, claims,
damages and liabilities (including, without limitation but subject to Section
5(c) below, any legal or other expenses reasonably incurred by any Initial
Purchaser, any Holder or any such controlling or affiliated Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated or deemed to be incorporated therein by
reference, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements



                                       15
<PAGE>

therein, in light of the circumstances under which they were, made not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Initial Purchasers or any Holder
furnished to the Company in writing through Morgan Stanley & Co. Incorporated or
any selling Holder, respectively, expressly for use therein; provided, however,
that the foregoing indemnity agreement with respect to any preliminary
Prospectus relating to a Shelf Registration Statement shall not inure to the
benefit of any Holder or Participating Broker-Dealer from whom the Person
asserting any such losses, claims, damages or liabilities purchased Securities,
or any person controlling such Holder or Participating Broker-Dealer, if a copy
of the final Prospectus relating to a Shelf Registration Statement (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Holder or
Participating Broker-Dealer, as the case may be, to such Person, if required by
law so to have been delivered, at or prior to the written confirmation of the
sale of such Securities to such Person, and if such final Prospectus (as so
amended or supplemented) would have cured the defect giving rise to such losses,
claims, damages or liabilities, unless such failure is the result of
noncompliance by the Company with Section 2(b), 3(e) or 3(i) or the penultimate
paragraph of Section 3 hereof, or unless such defect shall have been cured by a
document incorporated or deemed to be incorporated by reference in the final
Prospectus. In connection with any Underwritten Offering permitted by Section 3,
the Company will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls any such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.

     (b)  Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Initial Purchasers and the other selling Holders, and
each of their respective directors, each of the officers of the Company who sign
the Registration Statement and each Person, if any, who controls the Company,
any Initial Purchaser and any other selling Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as
the foregoing indemnity from the Company to the Initial Purchasers and the
Holders, but only with reference to information relating to such Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

     (c)  In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the



                                       16
<PAGE>

Indemnifying Party and the Indemnified Party and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not,
in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to one firm acting as local counsel) for the Initial
Purchasers and all Persons, if any, who control any Initial Purchasers within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act,
(b) the fees and expenses of more than one separate firm (in addition to one
firm acting as local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each Person, if any, who controls the
Company within the meaning of either such Section and (c) the fees and expenses
of more than one separate firm (in addition to one firm acting as local counsel)
for all Holders and all Persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving the Initial Purchasers
and Persons who control the Initial Purchasers, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders
and such Persons who control Holders, such firm shall be designated in writing
by the Majority Holders. In all other cases, such firm shall be designated by
the Company. The Indemnifying Party shall not be liable for any settlement of
any proceeding effected without its written consent but, if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Party agrees to indemnify the Indemnified Party from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such proceeding.

     (d)  If the indemnification provided for in paragraph (a) or paragraph (b)
of this Section 5 is unavailable to an Indemnified Party or insufficient in
respect of any losses, claims, damages or liabilities, then each Indemnifying
Party under such paragraph, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Parties on the one hand and of the Indemnified Party or Parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Holders'
respective obligations to contribute pursuant to this Section 5(d) are several
in proportion to the respective principal amount of Registrable Securities of
such Holders that were registered pursuant to a Registration Statement.

     (e)  The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an Indemnified Party as a result of the



                                       17
<PAGE>

losses, claims, damages and liabilities referred to in paragraph (d) above shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which
Registrable Securities were sold by such Holder exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any Indemnified Party at law or in equity.

     (f)  The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers, any Holder or any Person controlling any of the Initial
Purchasers or any Holder, or by or on behalf of the Company, its officers or
directors or any Person controlling the Company, (iii) acceptance of any of the
Exchange Securities and (iv) any sale of Registrable Securities pursuant to a
Shelf Registration Statement.

     6.   Miscellaneous.

     (a)  No Inconsistent Agreements. The Company has not entered into, and on
or after the date of this Agreement will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Registrable Securities in
this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Company's other
issued and outstanding securities under any such agreements.

     (b)  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at least
a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or
consent; provided, however, that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder.

     (c)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036, Attention: Michael Fusco and J.P. Morgan Securities, Inc., 270 Park
Avenue, New York, New York 10017, Attention: Stephen Sheiner; and (ii) if to the
Company, initially at the Company's



                                       18
<PAGE>

address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(c).

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.

     (d)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities, in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all of
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Representatives and
the Initial Purchasers (in their respective capacities as Representatives and
Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder
of, any of the obligations of such Holder under this Agreement.

     (e)  Purchases and Sales of Securities. The Company shall not, and shall
use its best efforts to cause its affiliates (as defined in Rule 405 under the
1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

     (f)  Third Party Beneficiary. The Holders and the Initial Purchasers shall
be third party beneficiaries to the agreements made hereunder between the
Company, on the one hand, and the Representatives, on the other hand, and each
of them shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the
rights of Holders or Initial Purchasers, respectively hereunder.

     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  Governing Law. This Agreement shall be governed by the laws of the
State of New York.



                                       19
<PAGE>

     (j)  Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



                                       20
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                  WEYERHAEUSER COMPANY


                                  By: __________________________________________
                                      Name:
                                      Title:


                                  Confirmed and accepted as of
                                  the date first above written:


                                  MORGAN STANLEY & CO. INCORPORATED
                                  J.P. MORGAN SECURITIES INC.
                                  Acting severally on behalf of themselves
                                  and the several Initial Purchasers named
                                  in the Purchase Agreement.

                                  MORGAN STANLEY & CO. INCORPORATED


                                  By: __________________________________________
                                      Name:
                                      Title:


                                  J.P. MORGAN SECURITIES INC.


                                  By: __________________________________________
                                      Name:
                                      Title:




                                       21