ex10-3.htm


     

     

    EXHIBIT
10.3

     

    


     

    WEYERHAEUSER COMPANY

     

    SALARIED EMPLOYEES

     

    SUPPLEMENTAL RETIREMENT PLAN

     

    As
Amended and Restated Effective January 1, 2009

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table
of Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	
                                                                                                                          Topic

                                                                                                                        	 
      	
                                                                                                                          Page

                                                                                                                        
	 	 
	
                                                                                                                          Article
      I:  DEFINITIONS

                                                                                                                        	
                                                                                                                          2

                                                                                                                        
	 	 
	
                                                                                                                          Article
      II: SERVICE

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          2.1

                                                                                                                        	
                                                                                                                          Years
      of Credited Service

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          2.2

                                                                                                                        	
                                                                                                                          Years
      of Vesting Service

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	 	 
	
                                                                                                                          Article
      III: ELIGIBILITY AND PARTICIPATION

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          3.1

                                                                                                                        	
                                                                                                                          Conditions
      to Becoming an SRP Participant

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          3.2

                                                                                                                        	
                                                                                                                          Prior
      Participants in MB Supplemental Plan

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          3.3

                                                                                                                        	
                                                                                                                          Continuation
      of SRP Participant Status

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          3.4

                                                                                                                        	
                                                                                                                          Individual
      Agreements

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	 	 
	
                                                                                                                          Article
      IV: PENSION BENEFITS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          4.1

                                                                                                                        	
                                                                                                                          Earnings
      Based Pension Benefits

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          4.2

                                                                                                                        	
                                                                                                                          Special
      Rules for Certain Merged Plans

                                                                                                                        	
                                                                                                                          11

                                                                                                                        
	
                                                                                                                          4.3

                                                                                                                        	
                                                                                                                          Benefit
      Calculations Not Involving Offset of Prior Accrued
Benefits

                                                                                                                        	
                                                                                                                          14

                                                                                                                        
	
                                                                                                                          4.4

                                                                                                                        	
                                                                                                                          Rules
      Against Cutback of Benefit Amounts

                                                                                                                        	
                                                                                                                          14

                                                                                                                        
	
                                                                                                                          4.5

                                                                                                                        	
                                                                                                                          Normal
      Retirement Benefit

                                                                                                                        	
                                                                                                                          14

                                                                                                                        
	
                                                                                                                          4.6

                                                                                                                        	
                                                                                                                          Early
      Retirement Benefit

                                                                                                                        	
                                                                                                                          15

                                                                                                                        
	
                                                                                                                          4.7

                                                                                                                        	
                                                                                                                          Disability
      Retirement Benefit

                                                                                                                        	
                                                                                                                          16

                                                                                                                        
	
                                                                                                                          4.8

                                                                                                                        	
                                                                                                                          Enhanced
      Vested Retirement Benefit

                                                                                                                        	
                                                                                                                          16

                                                                                                                        
	 	 
	
                                                                                                                          Article
      V: VESTING

                                                                                                                        	
                                                                                                                          16

                                                                                                                        
	 	 
	
                                                                                                                          Article
      VI: FORMS OF BENEFIT AND TIMING OF PAYMENTS

                                                                                                                        	
                                                                                                                          17

                                                                                                                        
	
                                                                                                                          6.1

                                                                                                                        	
                                                                                                                          Benefit
      Payment Events

                                                                                                                        	
                                                                                                                          17

                                                                                                                        
	
                                                                                                                          6.2

                                                                                                                        	
                                                                                                                          Form
      of Benefit

                                                                                                                        	
                                                                                                                          18

                                                                                                                        
	
                                                                                                                          6.3

                                                                                                                        	
                                                                                                                          Applicable
      Interest Rate

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	 	 
	
                                                                                                                          Article
      VII: PRE-COMMENCEMENT DEATH BENEFITS

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	 	 
	
                                                                                                                          Article
      VIII: CODE LIMITATIONS DO NOT APPLY

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	 	 
	
                                                                                                                          Article
      IX: MISCELLANEOUS PROVISIONS

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	
                                                                                                                          9.1

                                                                                                                        	
                                                                                                                          No
      Right to Continued Employment

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	
                                                                                                                          9.2

                                                                                                                        	
                                                                                                                          Construction
      of Plan

                                                                                                                        	
                                                                                                                          19

                                                                                                                        
	
                                                                                                                          9.3

                                                                                                                        	
                                                                                                                          No
      Assignment of Benefits

                                                                                                                        	
                                                                                                                          20

                                                                                                                        


                                                                                                                   

                                                                                                                   

                                                                                                                  
                                                                                                                    
                                                                                                                       

                                                                                                                    

                                                                                                                    
                                                                                                                      - i
-

                                                                                                                      
                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                    
                                                                                                                       

                                                                                                                    

                                                                                                                  

                                                                                                                   

                                                                                                                   

                                                                                                                  	
                                                                                                                          9.4

                                                                                                                        	
                                                                                                                          Taxes

                                                                                                                        	
                                                                                                                          20

                                                                                                                        
	
                                                                                                                          9.5

                                                                                                                        	
                                                                                                                          Participant's
      Cooperation

                                                                                                                        	
                                                                                                                          20

                                                                                                                        
	
                                                                                                                          9.6

                                                                                                                        	
                                                                                                                          Successors
      and Assigns

                                                                                                                        	
                                                                                                                          20

                                                                                                                        
	
                                                                                                                          9.7

                                                                                                                        	
                                                                                                                          Governing
      Law

                                                                                                                        	
                                                                                                                          20

                                                                                                                        
	
                                                                                                                          9.8

                                                                                                                        	
                                                                                                                          Former
      Willamette SBP Provision Not Applicable After February 11,
      2002

                                                                                                                        	
                                                                                                                          21

                                                                                                                        
	
                                                                                                                          9.9

                                                                                                                        	
                                                                                                                          Compliance
      with Code Section 409A

                                                                                                                        	
                                                                                                                          21

                                                                                                                        
	 	 
	
                                                                                                                          Article
      X: ADMINISTRATION OF THE PLAN

                                                                                                                        	
                                                                                                                          21

                                                                                                                        
	
                                                                                                                          10.1

                                                                                                                        	
                                                                                                                          Plan
      Administrator

                                                                                                                        	
                                                                                                                          21

                                                                                                                        
	
                                                                                                                          10.2

                                                                                                                        	
                                                                                                                          Benefit
      Administrator

                                                                                                                        	
                                                                                                                          22

                                                                                                                        
	
                                                                                                                          10.3

                                                                                                                        	
                                                                                                                          Claims
      and Appeal Procedure

                                                                                                                        	
                                                                                                                          22

                                                                                                                        
	 	 
	
                                                                                                                          Article
      XI: UNFUNDED PLAN

                                                                                                                        	
                                                                                                                          23

                                                                                                                        
	 	 
	
                                                                                                                          Article
      XII: AMENDMENT AND TERMINATION

                                                                                                                        	
                                                                                                                          23

                                                                                                                        


                                                                                                                

                                                                                                                 

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      




    
      
         

      

      
        - ii
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    WEYERHAEUSER COMPANY

     

    SALARIED EMPLOYEES SUPPLEMENTAL RETIREMENT PLAN

     

    As
Amended and Restated Effective January 1, 2009

     

    PURPOSE

     

    This
Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan ("SRP" or
the "Plan") is established as an unfunded pension plan primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees within the meaning of Sections 201, 301 and 401 of
ERISA (and
DOL Regulation Section 2520.104-23).  In particular, this Plan
provides nonqualified retirement pension benefits which supplement the benefits
provided under the Qualified Salaried Plan.

     

    This Plan
is hereby amended and restated effective January 1, 2009.  Unless
otherwise stated, the provisions included in this restatement are effective for
Separations from Service on or after January 1, 2009.  Separations
from Service on and after January 1, 2005 and prior to January 1, 2009
shall be subject to the provisions of the Plan in place on December 31, 2004, as
modified by the operations of the SRP in accordance with Code Section 409A and
then applicable IRS guidance (including transition relief).

     

    
      
         

      

      
        - 1
-

        
          

        

      

      
         

      

    

     

     

    
      Article I:
Definitions

       

    

    Capitalized
terms in this Plan document which are not in italics shall have the respective
meaning stated in this Article I.  Capitalized terms in
italics shall have the meaning stated in Article I of the Qualified
Salaried Plan, except that any reference to the "Plan" which is contained in any
such definition shall be deemed to refer to this Plan, where the context so
requires.

     

    
      	
              1.1

            	
              Adjusted
      Earnings

            


    

     

    For any
calendar year, an SRP Participant's "Adjusted Earnings" shall be equal to the
annualized amount of his or her compensation that would have been recognized as
Earnings
if such Earnings
were not subject to the Code Section 401(a)(17) limitations on includible
compensation.  The five highest consecutive years of combined
Adjusted Earnings
that are taken into account under this Plan may be a different set of years than
the five highest
consecutive years taken into account for purposes of Final Average Monthly Earnings under the Qualified
Salaried Plan. For
an SRP Participant who, prior to January 1, 2003, was a member of the Willamette
SBP, Adjusted Earnings under this Plan shall be based solely on any Adjusted
Earnings payable to him or her on or after January 1, 2003.

     

    
      	
              1.2

            	
              Administrative
      Committee

            


    

     

    "Administrative
Committee" means Weyerhaeuser's Administrative Committee.

     

    
      	
              1.3

            	
              Appeals
      Administrator

            


    

     

    "Appeals
Administrator" means the committee charged with the duty of acting on behalf of
this Plan as the administrator of appeals of denied claims. As of the Effective
Date, the Appeals Administrator is the Compensation Committee.

     

    
      	
              1.4

            	
              Code

            


    

     

    "Code"
shall mean the Internal Revenue Code of 1986, as amended, including all
regulations and other guidance promulgated thereunder.

     

    
      	
              1.5

            	
              Compensation
      Committee

            


    

     

    "Compensation Committee"
means the Compensation Committee of the Board of Directors of
Weyerhaeuser, or any individual or group of individuals delegated
discretionary or ministerial authority by the Compensation Committee with
respect to this Plan, including but not limited to Weyerhaeuser's Administrative
Committee.

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    
      	
              1.6

            	
              Disability or
      Disabled

            


    

     

    "Disabled",
or "Disability" and similar terms mean (or refer to) a medical condition in
which an SRP Participant is either entitled to total and permanent disability
benefits under the Social Security Act or judged to be totally and permanently
disabled by the Administrative Committee or any person or committee delegated by
the Administrative Committee to make such
determinations.  Notwithstanding the foregoing, any such determination
shall be made under guidelines no less restrictive than the minimum requirements
found in Treasury Regulation Section 1.409A-3(i)(4).

     

    
      	
              1.7

            	
              Effective
      Date

            


    

     

    The
"Effective Date" of this restated Plan document shall be January 1, 2009, that
being the date as of which the terms and conditions of this amended and restated
Plan document are effective, except to the extent that a different effective
date is expressly stated herein.

     

    
      	
              1.8

            	
              Employee

            


    

     

    "Employee"
means any person who is employed by an Employer as a common law employee
determined from appropriate personnel records of the employing company, but
excluding any such person who is reclassified as a common law employee by a
court proceeding or governmental agency (through judgment, audit, settlement or
otherwise).  Except to the extent specifically provided to the
contrary in this Plan, the term "Employee" does not include a "leased employee"
(within the meaning of Code Section 414(n)) or a nonresident alien with no U.S.
source income.

     

    
      	
              1.9

            	
              Employer

            


    

     

    "Employer"
means, as of a date, Weyerhaeuser and all companies which, with Weyerhaeuser,
are treated as a single company under Code Section 414(b), (c), (m) or (o) as of
that date (or, depending on the context, any one of such
companies).  Notwithstanding the foregoing, Employer shall mean
Weyerhaeuser and all companies which, with Weyerhaeuser, are treated as a single
company under Code Sections 414(b) and 414(c) but not 414(m) or 414(o) when used
in the definition of Specified Employee and for determining whether an SRP
Participant has had a Separation from Service.

     

    
      	
              1.10

            	
              Eligible Key
      Management Member

            


    

     

    "Eligible
Key Management Member" means an individual who was designated as a member of the
key management group by the Chief Executive Officer of Weyerhaeuser as of
September 1990, and whose letter of designation specifically outlines
that he or she is eligible for benefits under the Unreduced At 60 provision of
this Plan.

     

    
      	
              1.11

            	
              ERISA

            


    

     

    "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended, and all
regulations and other guidance promulgated thereunder.

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

     

    
      	
              1.12

            	
              Former Member of the
      Willamette SBP

            


    

     

    "Former
Member of the Willamette SBP" means an individual who, on December 31, 2002, was
an "Active Member", "Inactive Member" or "Retired Member" of the Willamette
SBP.

     

    
      	
              1.13

            	
              Former Participant in
      the Supplemental MB Plan

            


    

     

    "Former
Participant in the Supplemental MB Plan" means an individual who, on December
31, 2000, was an active participant in – or a terminated participant entitled to
receive benefits from – the Supplemental MB Plan.

     

    
      	
              1.14

            	
              Individual
      Agreement

            


    

     

    An
"Individual Agreement" is an agreement between the Employer and an SRP
Participant that provides supplemental benefits under this Plan in addition to
or in place of those benefits provided pursuant to the terms and conditions of
this Plan.  Individual Agreements are identified on Exhibit A
hereto.

     

    
      	
              1.15

            	
              Plan

            


    

     

    "Plan"
means this Weyerhaeuser Company Salaried Employees Supplemental Retirement Plan,
as originally adopted as of February 10, 1987, and as it may be amended from
time to time.  Unless otherwise specified herein, the terms of this
amended and restated Plan shall apply to the Target Accrued Benefit accrued on
and after the Effective Date.

     

    
      	
              1.16

            	
              Plan
      Year

            


    

     

    "Plan
Year" means the calendar year.

     

    
      	
              1.17

            	
              Qualified MB
      Plan

            


    

     

    "Qualified
MB Plan" means the Retirement Plan for Salaried Employees of MacMillan Bloedel
of America Inc. and Subsidiary, Associated and Affiliated
Companies.  If and when there is a termination of the Qualified MB
Plan, any reference to a benefit under the Qualified MB Plan shall mean the
benefit earned under that plan prior to its termination, whether paid from the
plan or from an annuity contract resulting from the plan
termination.

     

    
      	
              1.18

            	
              Qualified Salaried
      Plan

            


    

     

    "Qualified
Salaried Plan" means the Weyerhaeuser Company Retirement Plan for Salaried
Employees, restated as of January 1, 2005, and as it may be amended from time to
time; provided, however, that for purposes of this Plan, amendments to the
Qualified Salaried Plan will be recognized to the extent permitted by Code
Section 409A and to the extent any such amendment increases benefits, adds a
subsidized or ancillary benefit or removes subsidized or ancillary benefits
under the Qualified Salaried Plan.

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

     

    
      	
              1.19

            	
              Separation from
      Service

            


    

     

    "Separation from Service"
means the date on which an SRP Participant retires or otherwise has a
termination of employment with the Employer in accordance with Treasury
Regulation Section 1.409A-1(h)(1)(i).  For purposes of
determining whether a Separation from Service has occurred, the applicable
percentages for the tests under Code Sections 414(b) and (c) (and Code Section
1563(a), as applicable) as applied to determine the "service recipient" and/or
the "employer" shall remain unchanged to the extent allowed in Treasury
Regulation Section 1.409A-1(h)(3).

     

    
      	
              1.20

            	
              Specified
      Employee

            


    

     

    "Specified
Employee" means a "key employee" (as defined in Code Section 416(i) without
regard to Code Section 416(i)(5)) of the Employer if any stock of the Employer
is traded on an established securities market or otherwise.  For
purposes of this Plan, an SRP Participant is a key employee if he or she 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 12-month period ending on a "Specified
Employee Identification Date."  If an SRP Participant is a key
employee as of the Specified Employee Identification Date, he or she is treated
as a Specified Employee for the 12-month period beginning on the "Specified
Employee Effective Date."  The Administrative Committee may designate
any date in a calendar year as the Specified Employee Identification Date
provided that it uses the same date with respect to all arrangements, and any
change to the date may not be effective for a period of 12 months.  If
no date is so designated, the Specified Employee Identification Date is December
31.  The Administrative Committee may designate any date in a calendar
year as the Specified Employee Effective Date provided that it uses the same
date with respect to all arrangements, and any change to the date may not be
effective for a period of 12 months.  If no date is designated, first
day of the fourth month following the Specified Employee Identification Date is
the Specified Employee Effective Date.

     

    
      	
              1.21

            	
              SRP
      Administrator

            


    

     

    "SRP
Administrator" means the Administrative Committee.

     

    
      	
              1.22

            	
              SRP Benefit
      Commencement Date

            


    

     

    "SRP
Benefit Commencement Date" means the date on which Supplemental Accrued Benefits
become payable under this Plan in accordance with Section 6.1.

     

    
      	
              1.23

            	
              SRP
      Participant

            


    

     

    "SRP
Participant" means an individual who satisfies the eligibility requirements
stated in Section 3.1.

     

    
      
         

      

      
        - 5
-

        
          

        

      

      
         

      

    

     

    
      	
              1.24

            	
              Supplemental Accrued
      Benefit

            


    

     

    Subject
to certain further rules and exceptions stated in Article IV of this Plan,
"Supplemental Accrued Benefit" means, in general, the difference of (a) an SRP
Participant's Target Accrued Benefit under this Plan, minus (b) his or her Accrued
Benefit under the Qualified Salaried Plan, to the extent that an SRP
Participant has a Vested
benefit under this Plan.  For purposes of this calculation, the
SRP Participant's Accrued
Benefit under the Qualified Salaried Plan shall include all amounts
awarded to any alternate payee(s).  The Supplemental Accrued Benefit
is expressed as the monthly amount of a Single Life Annuity
commencing as of the Normal
Retirement Date.

     

    
      	
              1.25

            	
              Supplemental Benefit
      in the Normal Form

            


    

     

    An SRP
Participant's "Supplemental Benefit in the Normal Form" means the dollar amount
of the monthly benefit that is payable as a Single Life Annuity to an SRP
Participant from this Plan, commencing as of his or her SRP Benefit Commencement
Date. The amount of the Supplemental Benefit in the Normal Form shall take
account of all applicable rules stated in Article IV of this Plan, and in
Article IV (or any Attachment) of the Qualified Salaried Plan, for determining
any applicable adjustment based on an SRP Benefit Commencement Date that is
either (a) prior to the Normal
Retirement Date, or (b) later than April 1 following the year in which
the SRP Participant attains age 70-1/2.

     

    
      	
              1.26

            	
              Supplemental MB
      Plan

            


    

     

    "Supplemental
MB Plan" means the MacMillan Bloedel Companies Supplemental Retirement Income
Plan.

     

    
      	
              1.27

            	
              Target Accrued
      Benefit

            


    

     

    "Target
Accrued Benefit" means an SRP Participant's target level of overall monthly
pension benefit described by the terms of Section 4.1 of this
Plan.  The amount of the Target Accrued Benefit is expressed as the
monthly amount of a Single
Life Annuity commencing as of the Normal
Retirement Date.

     

    
      	
              1.28

            	
              Unreduced At
      60

            


    

     

    The term
"Unreduced At 60" means the provision of this Plan which provides that should
the benefit under the Qualified Salaried Plan be reduced for Eligible Key
Management Members because of early commencement of benefits after age 60, then
an additional benefit equal to the amount that the benefit was reduced because
of early commencement will be paid from this Plan.

     

    
      	
              1.29

            	
              Weyerhaeuser

            


    

     

    "Weyerhaeuser"
means Weyerhaeuser Company, which is the company that originally adopted this
Plan and which continues to act as its sponsor.

     

    
      
         

      

      
        - 6
-

        
          

        

      

      
         

      

    

     

     

    
      Article II:
Service

    

     

    
      	
              2.1

            	
              Years of Credited
      Service

            


    

     

    (a)           As Defined in the Qualified
Salaried Plan

     

    For
purposes of determining the Target Accrued Benefit under this Plan, an SRP
Participant shall be deemed to have accrued, as of a given date, the number of
whole and fractional Years
of Credited Service which are credited to him or her as of the same date
under the Qualified Salaried Plan.

     

    (b)           Willamette Benefit
Credits

     

    For an
SRP Participant who, prior to January 1, 2003, was a member of the Willamette
Salaried Plan and who, on or after January 1, 2003, has at least an Hour
of Service as an SRP
Participant, his or her whole and fractional Willamette
Bridgeable Benefit Credits shall be credited as an equal number of whole
and fractional Years
of Credited Service for purposes of determining a Target Accrued Benefit
under Article IV of this Plan. However,
any Willamette
Frozen Benefit Credits shall not be treated as Years
of Credited Service hereunder; instead, the Target Accrued Benefit for
such an SRP Participant with Willamette
Frozen Benefit Credits shall be determined as described in Section 4.2(a)(i)(B)
of this Plan.

     

    (c)           MacMillan Bloedel Years of
Benefit Credits

     

    For an
SRP Participant who, prior to January 1, 2001, had earned service for benefit
accrual purposes under the Qualified MB Plan and who, on or after January 1,
2001, has at least an Hour
of Service as a Participant
in the Qualified Salaried Plan, his or her whole and fractional Years
of Credited Service for purposes of this Plan shall be as stated in
Section 4.3(b) of the Qualified Salaried Plan, and shall therefore be equal to
the sum of such benefit accrual service earned under the Qualified MB Plan prior
to January 1, 2001, plus Years
of Credited Service earned on and after January 1, 2001 under the
Qualified Salaried Plan.

     

    
      	
              2.2

            	
              Years of Vesting
      Service

            


    

     

    For
purposes of becoming 100% Vested
under this Plan, an SRP Participant shall be deemed
to have, as of a given date, the number of whole and fractional Years
of Vesting Service which are credited to him or her as of the same date
under the Qualified Salaried Plan. The
provisions of Section 2.2(c)(ii) of the Qualified Salaried Plan, which provide
for reciprocal vesting credit and other rules pertaining to vesting and
forfeiture of service for any individual who was formerly a member of a
qualified pension plan sponsored by Willamette Industries, Inc. shall likewise
apply for purposes of determining Years of Vesting Service
under this Plan.

     

    
      
         

      

      
        - 7
-

        
          

        

      

      
         

      

    

     

    Article III: ELIGIBILITY AND
PARTICIPATION

     

    
      	
              3.1

            	
              Conditions to Becoming
      an SRP Participant

            


    

     

    An
individual who satisfies both the first condition under subsection (a) below and
the second condition under subsection (b) below shall be an SRP Participant
under this Plan.

     

    (a)           First
Condition

     

    An
individual must be either (i) a Participant
in the Qualified Salaried Plan, (ii) a Former Member of the Willamette
SBP, or (iii) a Former Participant in the Supplemental MB Plan.

     

    (b)           Second
Condition

     

    An
individual satisfies this subsection if his or her Accrued Benefit under
the Qualified Salaried Plan is limited by either the maximum benefit
restrictions of Code Section 415 or the maximum includible Earnings
restrictions of Code Section 401(a)(17).

     

    
      	
              3.2

            	
              Prior Participants in
      MB Supplemental Plan

            


    

     

    If an
individual had accrued a retirement income benefit under the Supplemental MB
Plan on December 31, 2000, but did not become eligible to participate in this
Plan under Section 3.1 above, the individual shall have a vested right under
this Plan to receive a Target Accrued Benefit equal to the benefit accrued under
the Supplemental MB Plan through December 31, 2000.

     

    
      	
              3.3

            	
              Continuation of SRP
      Participant Status

            


    

     

    An individual who once
becomes an SRP Participant under the terms of this Article III shall remain an
SRP Participant until Separation from Service without regard to whether
he or she is entitled to a benefit under this Plan at any given time, including
but not limited to the effective date of Separation from Service.

     

    
      	
              3.4

            	
              Individual
      Agreements

            


    

     

    The
Company is authorized to establish Individual Agreements with certain SRP
Participants in order to supplement the benefits, rights and features of such
SRP Participants under this Plan.  Such an Individual Agreement shall
be considered part of this Plan and is subject to the terms herein to the extent
such terms do not conflict with the terms of the Individual
Agreement.  To the extent the terms of the Individual Agreement
conflict with the terms of this Plan, the terms of the Individual Agreement
shall control.

     

    
      
         

      

      
        - 8
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    Article IV: PENSION BENEFITS

     

    
      	
              4.1

            	
              Earnings Based Pension
      Benefits

            


    

     

    (a)Target Accrued
Benefit

     

    Subject
to other applicable terms of Article IV of this Plan, for an individual with one
or more Hours of
Service on or after January 1, 2003 as an SRP Participant, the amount of
his or her Target Accrued Benefit under this Plan shall be equal to the Accrued
Benefit that would be determined under the provisions of Article IV of
the Qualified Salaried Plan if the following modifications were
made:

     

    
      	
               
      

            	
              (i)

            	
              The
      maximum benefit limitations under Code Section 415 were eliminated;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      limit on includible Earnings under Code
      Section 401(a)(17) was eliminated.

            


    

     

    The
combined effect of clauses (i) through (iii) above, as applied, for example, to
the pension formula of Section 4.1(a) of the Qualified Salaried Plan, is to
calculate the Target Accrued Benefit under this Plan by substituting an SRP
Participant's Adjusted Earnings instead of his or her Final
Average Monthly Earnings wherever the Final
Average Monthly Earnings would otherwise be taken into account under
Article IV of the Qualified Salaried Plan.

     

    (b)           Special Rules Regarding Past
Service Benefits

     

    
      	
               
      

            	
              (i)

            	
              Special Rule for Past
      Service Benefits Added to Accrued
      Benefit

            


    

     

    For an
SRP Participant who has a right under the Qualified Salaried Plan to receive any
Past
Service Benefit (as described in Notes F, G or H of Attachment 3 of such
plan) which are payable as an additional benefit over and above the benefit
determined under the Accrued
Benefit pension formulas of Sections 4.1 through 4.5 of such plan, then
the Supplemental Accrued Benefit under this Plan shall be equal to (a) the
Target Accrued Benefit without taking into account any such Past Service Benefit
that is additive in character, minus (b) the Accrued
Benefit under Sections 4.1 through 4.5 of the Qualified Salaried Plan
without taking into account any such Past Service Benefit which is
additive in character.

     

    Notwithstanding
the foregoing, for an SRP Participant who is entitled to receive a Past
Service Benefit consisting of a Cavenham
Frozen Accrued Benefit (as described in Note H-2 of the Qualified
Salaried Plan), the Supplemental Accrued Benefit under this Plan shall be equal
to (a) the Target Accrued Benefit taking into account any such Cavenham
Frozen Accrued
Benefit, minus (b) the Accrued
Benefit under Sections 4.1 through 4.5 of the Qualified Salaried Plan
taking into account any such Cavenham
Frozen Accrued Benefit.

     

     

    
      
         

      

      
        - 9
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Special Rule for Past
      Service Benefits Offset from Accrued
      Benefit

            


    

     

    The terms
and conditions of this subsection (ii) shall determine the Supplemental Accrued
Benefit for an SRP Participant who is entitled to receive a Past Service Benefit under
Section 4.3 of the Qualified Salaried Plan, which involves (A) imputed Years of Credited Service
(for the period of service with a prior employer or prior plan), and (B) an
offset from the Accrued
Benefit under the Qualified Salaried Plan to take account of the benefit
earned under the prior qualified plan.

     

    In such a
case, the Supplemental Accrued Benefit under this Plan shall be the difference
of (A) and (B), as follows:

     

    
      	
               
      

            	
              (A)

            	
              the
      Target Accrued Benefit under this Plan, which shall be based on all Years of Credited
      Service taken into account for calculation of the "Wrap-Around"
      benefit (as defined in Section 4.3(b)(ii)(A) of the Qualified Salaried
      Plan), minus

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      sum of (1) the Accrued
      Benefit under the Qualified Salaried Plan and (2) the Benefit
      Under Prior Plan (as defined in Section 4.3(b)(ii)(B) of the
      Qualified Salaried Plan).

            


    

     

    Provided,
however, in the case of an SRP Participant with a prior benefit under the
Qualified MB Plan, the terms of subsections (A) and (B) above shall not apply
and, instead, the Supplemental Benefit in the Normal Form under this Plan shall
be calculated by (a) determining the difference of the Target Accrued Benefit
for all "Wrap
Around" years
(as defined above), minus the Qualified Salaried Plan benefit for all such "Wrap Around" years, and then
(b) adjusting that difference to reflect any applicable early commencement
factor under the terms of this Plan.

     

    In
addition, for all SRP Participants subject to this subsection (ii), including
but not limited to individuals with a prior benefit under the MB Qualified Plan,
the following comparison calculation shall apply instead in the event that it
results in a greater benefit than the above provisions.  The
comparison calculation is as follows.  The Supplemental Accrued
Benefit under this Plan shall be the difference between (a) the Target Accrued
Benefit based solely on Years
of Credited Service with the Employer (without reference to any imputed
service with the prior employer), minus (b) the Accrued Benefit based solely
on those same Years of
Credited Service with the Employer.  In that event, any
applicable adjustment for benefit commencement prior to age 65 shall be based
solely on the terms of this Plan.

     

    
      
         

      

      
        - 10
-

        
          

        

      

      
         

      

    

     

    
      	
              4.2

            	
              Special Rules for
      Certain Merged Plans

            


    

     

    (a)           SRP Participants with Prior
Willamette Accrued Benefits

     

    This
subsection (a) shall not apply to any individual who was not an active, inactive
or retired member of the Willamette SBP as of December 31, 2002, which is the
date the Willamette SBP was merged with and into this Plan.

     

    
      	
               
      

            	
              (i)

            	
              Transition Rules for
      Willamette SBP Benefits

            


    

     

    
      	
               
      

            	
              (A)

            	
              Willamette Bridgeable
      Accrued Benefits

            


    

     

    For an
SRP Participant with Willamette
Bridgeable Benefit Credits and at least one Hour
of Service as an Employee on
or after January 1, 2003, the Supplemental Benefit in the Normal Form under this
Plan shall be the difference between (i) the largest of the three adjusted
Target Accrued Benefit amounts stated in subsections (1) through (3) below,
minus (ii) the largest of the three adjusted benefit amounts determined under
Section 4.1(c)(iii)(A) through (C) of the Qualified Salaried Plan. For purposes
of clause (i) of the preceding sentence, the three alternatives are as
follows:

     

    
      	
               
      

            	
              (1)

            	
              A
      Target Accrued Benefit equal to the SRP Participant's Willamette Minimum
      Target Accrued Benefit (as defined in Section 4.2(b) of this Plan), with
      any applicable adjustment for an SRP Benefit Commencement Date prior to
      age 65 being determined according to the Early
      Retirement factors (or, if applicable, early Vested
      Benefit
      adjustment factors) of the Willamette
      Salaried Plan;

            


    

     

    
      	
               
      

            	
              (2)

            	
              A
      Target Accrued Benefit equal to the SRP Participant's Willamette Minimum
      Target Accrued Benefit, with any applicable adjustment for an SRP Benefit
      Commencement Date prior to age 65 being determined according to the Early
      Retirement factors (or, if applicable, early Vested
      Benefit
      adjustment factors) of the Qualified Salaried Plan;
    or

            


    

     

     

    
      
         

      

      
        - 11
-

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              (3)

            	
              A
      Target Accrued Benefit equal to the SRP Participant's Target Accrued
      Benefit accrued through the date of SRP Participant's Separation from
      Service, under Section 4.1(a) of this Plan and the pension formula of
      Section 4.1(a) of the Qualified Salaried Plan, with any applicable
      adjustment for an SRP Benefit Commencement Date prior to age 65 being
      determined according to the Early
      Retirement factors (or, if applicable, early Vested
      Benefit adjustment factors) of the Qualified Salaried
      Plan.

            


    

     

    (B)           Willamette Frozen Accrued
Benefits

     

    The
provisions of this subsection (B) shall be applied under this Plan in like
manner as stated in Section 4.1(c)(iv) of the Qualified Salaried
Plan.  For an SRP Participant with Willamette
Frozen Benefit Credits and at least one Hour
of Service as an Employee on
or after January 1, 2003, the Supplemental Accrued Benefit shall be equal to the
sum of (1) and (2) as follows:

     

    
      	
               
      

            	
              (1)

            	
              the
      difference of (a) the "Unrestricted Benefit" under the Willamette SBP that
      is based on his or her Willamette
      Frozen
      Benefit Credits, minus (b) the Willamette
      Frozen Accrued
      Benefit (ignoring any Past
      Service Benefits); plus

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      difference of (a) the Target Accrued Benefit based on the formula of
      Section 4.1(a) of the Qualified Salaried Plan for any Years
      of Credited Service accrued on or after January 1, 2003, minus (b)
      the Accrued
      Benefit under the Qualified Salaried Plan for Years
      of Credited Service on or after January 1,
  2003.

            


    

     

    In such a
case, the Supplemental Benefit in the Normal Form shall be determined in two
parts, as follows. The portion of the Supplemental Accrued Benefit described in
clause (1) above shall be adjusted for any applicable early commencement (as of
the SRP Benefit Commencement Date), in accordance with the more favorable of the
early commencement reduction factors under the Willamette
Salaried Plan or the Qualified Salaried Plan, and the portion described
in clause (2) shall be adjusted in accordance with the factors under the
Qualified Salaried Plan.

     

     

    
      
         

      

      
        - 12
-

        
          

        

      

      
         

      

    

     

    (b)           Willamette Minimum Target
Accrued Benefit

     

    For a
Former Member of the Willamette SBP who was an active Employee on
December 31, 2002, the Target Accrued Benefit under this Plan on or after
January 1, 2003, shall not be less than the "Willamette Minimum Target Accrued
Benefit", which means:

     

    
      	
               
      

            	
              (i)

            	
              his
      or her "Unrestricted Benefit" as defined under Section 3.2 of the
      Willamette SBP as of December 31, 2002;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              for
      a Former Member of the Willamette SBP who, as of December 31, 2002, was
      potentially eligible for the "Change-in-Control Benefit" under Section
      7.4(e) of the Willamette SBP (after taking into account the terms of any
      written agreement that may be in force as of that date between the
      participant and his or her employer), the Willamette Minimum Target
      Accrued Benefit shall be the amount of such participant's Unrestricted
      Benefit determined according to the terms of said Section 7.4(e) as
      accrued through December 31, 2002 (but with additional imputed months of
      service and age in accordance with the terms of said Section 7.4(e)), but
      only if the participant Separates from
      Service prior to the applicable 24 or 36 months described in
      Section 7.4 of the Willamette SBP, other than for "Cause" (as defined in
      Section 7.4(e) of the Willamette SBP) as of a date that satisfies the
      conditions for such Change-In-Control
Benefit.

            


    

     

    No
benefit that accrues under this Plan on or after January 1, 2003 shall be
eligible to be taken into account when determining the Willamette Minimum Target
Accrued Benefit under subsection (ii) above. Furthermore, where (ii) applies, in
the case of an SRP Benefit Commencement Date prior to age 65, the additional 24
or 36 months of age (whichever is applicable) that are imputed under Section
7.4(e) shall be taken into account under Sections 4.2(a)(i)(A) and (B) of this
Plan when determining the more favorable early reduction factor to apply to the
Willamette Minimum Target Accrued Benefit as determined under either the
Willamette Salaried Plan or the Qualified Salaried Plan.

     

    (c)           Former Participants in the
Supplemental MB Plan

     

    Notwithstanding
any other Plan provision, the Supplemental Accrued Benefit for a Former
Participant in the Supplemental MB Plan shall in no case be less than the
individual's accrued benefit (expressed as a Single Life Annuity commencing at
age 65) under the Supplemental MB Plan on December 31, 2000.  For a
Former Participant in the Supplemental MB Plan who terminated employment on or
before December 31, 2000, his or her accrued benefit (expressed as a Single Life
Annuity commencing at age 65) shall be calculated under the terms of the version
of the Supplemental MB Plan that was in effect on December 31,
2000.

     

    
      
         

      

      
        - 13
-

        
          

        

      

      
         

      

    

     

    
      	
              4.3

            	
              Benefit Calculations
      Not Involving Offset of Prior Accrued
  Benefits

            


    

     

    In a case
in which the circumstances described in Section 4.4 of the Qualified Salaried
Plan apply to an SRP Participant, then the methods for benefit calculation, as
described in that Section of the Qualified Salaried Plan, will likewise be
applied to the calculation of the SRP Participant's Target Accrued Benefit under
this Plan.

     

    
      	
              4.4

            	
              Rules Against Cutback
      of Benefit Amounts

            


    

     

    To
safeguard against a reduction in an SRP Participant's Target Accrued Benefit
which may be caused by certain amendments of this Plan which became effective on
January 1 of 2001, 2002 and 2003, the rules stated in the following table shall
apply.

     

    
      
        	
                
                  For
      an SRP Participant

                  with
      an Hour of Service

                  on
      or after:

                

              	
                
                  The
      Target Accrued Benefit

                  at
      Termination shall not be less

                  than
      the Target Accrued Benefit

                  under
      this Plan as of:

                

              
	
                January
      1, 2001

              	
                December
      31, 2000

              
	
                January
      1, 2002

              	
                December
      31, 2001

              
	
                January
      1, 2003

              	
                December
      31, 2002

              


      

    

    


     

    Provided,
however, that the anti-cutback rules for Hours of Service after
January 1 of 2001 and 2002 shall only apply to an individual who was then an
active SRP Participant, and not to an individual who was then a Member of the
Willamette SBP.

     

    
      	
              4.5

            	
              Normal Retirement
      Benefit

            


    

     

    The terms
of Section 4.6 of the Qualified Salaried Plan, which describe a Normal
Retirement benefit under such Plan, shall likewise apply to the
calculation of the Target Accrued Benefit under this Plan for an SRP
Participant who meets the eligibility conditions for Normal
Retirement as stated in the Qualified
Salaried Plan.

     

     

    
      
         

      

      
        - 14
-

        
          

        

      

      
         

      

    

     

    
      	
              4.6

            	
              Early Retirement
      Benefit

            


    

     

    (a)           Incorporating the Provisions
of the Qualified Salaried Plan

     

    The terms
and conditions of Section 4.7, Early Retirement Benefit,
under the Qualified Salaried Plan are incorporated by reference for purposes of
calculating the adjustment for early commencement of the Supplemental Accrued
Benefit, in the case of an Early
Retirement of an SRP Participant under this Plan.  For purposes
of such calculation, to the extent a SRP Participant becomes entitled to
severance benefits pursuant to Weyerhaeuser's Executive Change in Control
Agreement (Tier I), he or she shall receive an additional three years of service
and three years of age as provided under the terms of such Agreement, and such
additional years of age shall also be used for purposes of determining
eligibility for and any reduction factors applicable to the Early Retirement
Benefit.  Two years shall be substituted for three years in
each place it appears in the foregoing sentence with respect to a SRP
Participant who becomes entitled to severance benefits pursuant to
Weyerhaeuser's Executive Change in Control Agreement (Tier II).

     

    Furthermore,
the terms and conditions of Section 6.3 ("Early Retirement") of the Willamette
Salaried Plan (as amended through December 31, 2002) are incorporated by
reference for purposes of performing the comparisons stated in Section
4.2(a)(i)(A) and (B) of this Plan.

     

    (b)           Benefit Unreduced At
60

     

    
      	
               
      

            	
              (i)

            	
              Amount of Supplemental
      Accrued Benefit

            


    

     

    If the
SRP Participant satisfies the requirements stated in subsection (ii) below for
an Unreduced At 60 benefit, and if the Supplemental Accrued Benefit commences
prior to the Normal Retirement
Date as defined in the Qualified Salaried Plan, the Supplemental Accrued
Benefit payable under this Plan shall be equal to the excess of (A) the Target
Accrued Benefit (without reduction for early commencement), over (B) the benefit
payable from the Qualified Salaried Plan after such benefit under the Qualified
Salaried Plan has been reduced for early commencement.

     

    
      	
               
      

            	
              (ii)

            	
              Eligibility for
      Unreduced At 60

            


    

     

    An SRP
Participant shall be eligible for an Unreduced At 60 benefit under subsection
(i) above if he or she meets all of the following conditions:

     

    
      	
               
      

            	
              (A)The
      individual is an Eligible Key Management Member,
  and

            


    

     

     

    
      
         

      

      
        - 15
-

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              (B)The
      Benefit
      Commencement Date under the Qualified Salaried Plan occurs on or
      after the date he or she attains age 60,
and

            


    

     

    
      	
               
      

            	
              (C)The
      individual is eligible for an Early
      Retirement benefit under the Qualified Salaried
    Plan.

            


    

     

    
      	
              4.7

            	
              Disability Retirement
      Benefit

            


    

     

    The terms
of Section 4.8(b)(i) and (ii) of the Qualified Salaried Plan, which describe a
Disability
Retirement benefit under that plan, shall likewise apply to the
calculation of the Target Accrued Benefit under this Plan for a Disabled SRP
Participant.  The lump-sum value under this Plan that is due to an SRP
Participant upon his or her becoming Disabled shall be made in accordance with
Section 6.1.

     

    
      	
              4.8

            	
              Enhanced Vested
      Retirement Benefit

            


    

     

    (a)           Rule of 65 Involuntary
Termination Prior to Early Retirement

     

    This
Section 4.8 applies to an SRP Participant who, as of the date of his or her
involuntary Termination
Without Cause prior to becoming eligible for Early
Retirement (i) has at least 10 Years
of Vesting Service, and (ii) the sum of his or her attained age and Years
of Vesting Service is at least 65.  If such an SRP Participant
is at least age 55 but not yet age 65, then, in place of the Actuarial reduction factors
applicable to the early commencement of a Vested
Retirement benefit, the Early
Retirement
Benefit Commencement Percentages stated in Section 4.7(c) (except
4.7(c)(ii)) of the Qualified Salaried Plan shall apply.  Notwithstanding the
foregoing, a Highly
Compensated Employee who (i) was nominated to
this Plan as of January 1, 2006 or prior; or (ii) is salary grade 45 or
higher, is in each case eligible to receive Rule of 65 benefits under this
Plan as of the date of his or her involuntary Termination
Without Cause (except as provided
otherwise by the Qualified Plan) and prior to becoming eligible for Early
Retirement.

     

    (b)           Amount of Supplemental
Accrued Benefit

     

    In the
case of a Termination Without
Cause as
described in subsection (a), the Supplemental Accrued Benefit payable under this
Plan shall be equal to the difference between (i) the Target Accrued Benefit
reduced for early commencement using the Early
Retirement Benefit Commencement
Percentages specified in subsection (a) above, minus (ii) the benefit
payable from the Qualified Salaried Plan after such benefit has been Actuarially
reduced for early commencement in accordance with provisions of that
Plan.

     

    
      Article V:
Vesting

    

     

    No
benefit shall be payable under this Plan unless the SRP Participant is Vested in his or her Target
Accrued Benefit under this Plan at the time of, or as a result of, his or her
Separation from Service.  The Vested status of an SRP
Participant's Target Accrued Benefit and the Supplemental Accrued Benefit under
this Plan shall be determined by the Vesting status of his or her
Accrued
Benefit in accordance with Article V of the Qualified Salaried
Plan.  An SRP Participant who becomes entitled to severance benefits
under Weyerhaeuser's Executive Change in Control Agreement (Tier I) or its
Executive Change in Control Agreement (Tier II), shall be 100% Vested in his or her benefits
under this Plan.

     

    
      
         

      

      
        - 16
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    Article VI: FORMS OF BENEFIT AND TIMING OF PAYMENTS

     

    
      	
              6.1

            	
              Benefit Payment
      Events

            


    

     

    (a)           General

     

    Benefits
under this Plan become payable on the earliest to occur of the following payment
events:

     

    
      	
               
      

            	
              (i)

            	
              Separation
      from Service;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              death;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Disability.

            


    

     

    (b)           Separation from
Service

     

    An SRP
Participant's SRP Benefit Commencement Date shall be determined in accordance
with the following schedule.

     

    
      	
               
      

            	
              (i)

            	
              If
      an SRP Participant is age 65, or at least age 55 and has earned 10 or more
      Years of Vesting
      Service, at the time of his or her Separation from Service, the
      Supplemental Accrued Benefit shall commence within 90 days after such
      Separation from Service.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      an SRP Participant is younger than age 55 and has earned 10 or more Years of Vesting
      Service at the time of his or her Separation from Service, the Supplemental
      Accrued Benefit shall commence within 90 days after the SRP Participant's
      attainment of age 55.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      an SRP Participant has not earned 10 or more Years of Vesting
      Service at the time of his or her Separation from Service, the Supplemental
      Accrued Benefit shall commence within 90 days after the SRP Participant
      attains age 65.

            


    

     

    (c)           Death

     

    Upon the
SRP Commencement Date, the SRP Participant may designate a beneficiary who may
or may not be the same beneficiary designated under the Qualified Salaried
Plan.  Such designation must be made in accordance with the rules and
procedures established by the SRP Administrator.  In the event of the
SRP Participant's death after the SRP Commencement Date but before all payments
have been made, all remaining payments shall be paid to the SRP Participant's
beneficiary, so
designated, pursuant to the same schedule.  If no beneficiary has been
so designated, the remaining payments shall be paid to the SRP Participant's
Beneficiary as
designated under the Qualified Salaried Plan.  Should the SRP
Participant die before the SRP Commencement Date, Article VII
applies.

     

    
      
         

      

      
        - 17
-

        
          

        

      

      
         

      

    

     

    (d)           Disability

     

    An SRP
Participant with 10 or more Years of Vesting Service
shall receive the Supplemental Accrued Benefit as determined under Section 4.6
of this Plan payable within 90 days of the date on which the SRP Participant is
determined to be Disabled by the Administrative Committee.  The
lump-sum payment will be distributed to the SRP Participant in accordance with
Section 6.2(a). 

     

    (e)           Required Delay for Specified
Employees

     

    Notwithstanding
anything to the contrary above, if an SRP Participant is a Specified Employee as
of the date of his or her Separation from Service and payments under this Plan
are due to be made in accordance with Section 6.1(b), all such payments shall be
delayed to and payable on the earlier of (i) the date of the SRP
Participant's death and (ii) the later of the following dates:

     

    
      	
               
      

            	
              (A)

            	
              the
      first day of the seventh month following his or her date of Separation
      from Service; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              his
      or her SRP Benefit Commencement
Date.

            


    

     

    No
interest shall accrue on the delayed payments.

     

    
      	
              6.2

            	
              Form of
      Benefit

            


    

     

    The
Supplemental Accrued Benefit (expressed as an annuity) will be converted to a
lump-sum value upon the SRP Participant's becoming eligible for
payment.  The calculation of the lump-sum value shall be based on the
same interest and mortality assumptions used for lump-sum conversions under the
Qualified Salaried Plan at the time the payment is calculated, subject to
Section 6.3 of this Plan.  The applicable interest rate will be that
which is in effect as of the end of the month prior to the SRP Benefit
Commencement Date.  The lump-sum value shall be distributed to the SRP
Participant (or his or her Beneficiary) either as a
single payment or in a series of annual installments in accordance with the
following schedule:

     

    
      
        	
                
                  Lump-Sum
      Value:

                

              	
                
                  Distribution
      Form:

                

              
	
                Less
      than $10,000

              	
                Single
      payment

              
	
                $10,000
      or more

              	
                Five
      annual installments

              


      

    

    


     

     

    
      
         

      

      
        - 18
-

        
          

        

      

      
         

      

    

     

    
      	
              6.3

            	
              Applicable Interest
      Rate

            


    

     

    The
Applicable Interest Rate referred to in Sections 6.2(e)(ii)(B) and 6.2(e)(ii)(D)
of the Qualified Salaried Plan shall be defined as an interest rate as
determined by the Compensation Committee during the first quarter of each year.
Such Compensation Committee rate shall be used for calculating payments payable
as of April of the Plan Year through March of the following year.

     

    Article VII: PRE-COMMENCEMENT
DEATH BENEFITS

     

    If an SRP
Participant dies before benefits under this Plan commence, a survivor's benefit
will be calculated based on the SRP Participant's Supplemental Accrued
Benefit.  Such benefit will be converted to a lump-sum based on the
Actuarial Equivalencies
in Attachment 1 of the Qualified Salaried Plan, using interest and
mortality assumptions in effect as of the end of the month of the SRP
Participant's death.  The lump-sum value will be paid to the SRP
Participant's Beneficiary, as designated
under the Qualified Salaried Plan, in a single lump-sum payment or installment
payments, in accordance with the schedule set forth in Section 6.2 of this Plan,
within 90 days of the Administrative Committee's receipt of the death
certificate.

     

    Article VIII: CODE LIMITATIONS DO NOT APPLY

     

    The
limitations on benefits which are stated in Article VIII of the Qualified
Salaried Plan shall not be applicable to the Target Accrued Benefit under this
Plan.

     

    Article IX: MISCELLANEOUS PROVISIONS

     

    
      	
              9.1

            	
              No Right to Continued
      Employment

            


    

     

    The
existence of this Plan does not confer a right of continued employment on any
person.

     

    
      	
              9.2

            	
              Construction of
      Plan

            


    

     

    Nothing
in this Plan shall be construed to give any Employee (or any other person) any
right to receive awards or any other type of compensation from the
Company.  No Participant or beneficiary shall have any right to
receive a payment under the Plan except in accordance with the terms of the
Plan.  Nothing contained in the Plan shall constitute a guarantee by
the Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefits under the Plan.  If any provision of
the Plan is held to be invalid or illegal for any reason, such invalidity or
illegality shall not affect the remaining parts of the Plan, but the Plan shall
be construed as if the invalid or illegal provision had never been included in
the Plan.  Unless some other meaning or intent is apparent from the
context, the plural includes the singular and vice versa; and masculine,
feminine and neuter words are used interchangeably.  Any headings used
herein are included for ease of reference only, and are not to be construed so
as to alter the terms hereof.

     

    
      
         

      

      
        - 19
-

        
          

        

      

      
         

      

    

     

    
      	
              9.3

            	
              No Assignment of
      Benefits

            


    

     

    No SRP
Participant or surviving spouse shall have the power to transfer, assign,
anticipate, modify, or otherwise encumber in advance any of the payments that
may become due hereunder; nor shall any such payments be subject to attachment,
garnishment, or execution, or be transferable by operation of law in the event
of bankruptcy, insolvency, or otherwise.  This Plan does not provide
for or allow any transfer, assignment, attachment, garnishment, execution, or
the like, either pursuant to or in connection with a domestic relations
order.

     

    
      	
              9.4

            	
              Taxes

            


    

     

    The
Company or any other payor may withhold from a benefit payment under the Plan or
from any other compensation payable by the Company to the Participant any
federal, state or local taxes required by law to be withheld with respect to a
deferral, payment or accrual under the Plan, and will report such payments and
other Plan-related information to the appropriate governmental agencies as
required under applicable law.  None of the Company, the Committee or
any other person guaranties any particular federal or state income, payroll,
personal property or other tax consequence will occur because of participation
in the Plan. A Participant should consult with professional tax advisors
regarding all questions relative to the tax consequences arising from
participation in the Plan.

     

    
      	
              9.5

            	
              Participant's
      Cooperation

            


    

     

    A
Participant shall cooperate with the Company by furnishing any and all
information requested by the Committee in order to facilitate the administration
of the Plan or the payment of benefits hereunder. If the Participant refuses to
cooperate, the Company shall have no further obligation to the Participant under
the Plan.

     

    
      	
              9.6

            	
              Successors and
      Assigns

            


    

     

    The terms
and conditions of the Plan, as amended and in effect from time to time, will be
binding on the Company's successors and assigns, including, without limitation,
any entity into which the Company may be merged or with which the Company may be
consolidated.

     

    
      	
              9.7

            	
              Governing
      Law

            


    

     

    This Plan
and any amendments shall be construed, administered, and governed in all
respects in accordance with applicable federal law and, to the extent not
preempted, by the laws of the state of Washington without giving effect to the
choice or conflicts of law provisions thereof.  If the Company or any
Participant or beneficiary initiates litigation related to the Plan, the venue
for such action will be King County, Washington.

     

    
      
         

      

      
        - 20
-

        
          

        

      

      
         

      

    

     

    
      	
              9.8

            	
              Former Willamette SBP
      Provision Not Applicable After February 11,
    2002

            


    

     

    This
Plan, as restated as of January 1, 2009, contains no special provision
pertaining to any change in control which may occur on or after that date. The
provisions of Section 4.3 of the Willamette SBP that applied to the
February 11, 2002 change in control are hereby amended to state that they shall
not apply to any potential change in control which may occur on or after that
date.

     

    
      	
              9.9

            	
              Compliance with Code
      Section 409A

            


    

     

    This Plan
is intended to comply with the requirements of Code Section 409A and any
official guidance issued thereunder.  Notwithstanding any provision to
the contrary herein, this Plan, including terms incorporated herein yet defined
in the Qualified Salaried Plan, shall be interpreted, operated and administered
in a manner consistent with this intention to the extent the Committee deems
necessary to comply with the requirements of Code Section 409A and any official
guidance issued, so as to avoid the predistribution inclusion in income of
amounts deferred under this Plan and the imposition of any additional tax or
interest.  In addition, this Plan shall be deemed to be amended, and
any deferrals and distributions hereunder shall be deemed to be modified, to the
extent necessary to comply with such requirements of Code Section 409A,
including but not limited to any limitations on the linkage between qualified
and nonqualified plans.  Notwithstanding the foregoing, no provision
of this Plan shall be interpreted or construed to transfer any liability for
failure to comply with Code Section 409A from any SRP Participant or any
other individual to the Employer or any of its affiliates.

     

    Article X: ADMINISTRATION OF THE
PLAN

     

    
      	
              10.1

            	
              Plan
      Administrator

            


    

     

    (a)           Role of Administrative
Committee

     

    This Plan
shall be administered by the Administrative Committee. The Administrative
Committee shall have all of the duties, authority, powers and responsibilities
with respect to this Plan as are recited in Section 10.1(a) of the Qualified
Salaried Plan for the Administrative Committee under that Plan.

     

    (b)           Avoidance of Conflict of
Interest

     

    If any
SRP Participant is a voting member of the Claims Administrator
or the Appeals Administrator,
or has any role in the administration of benefits under this Plan,
he or she shall
be disqualified from voting on, or exercising control over, any decision or
action of any
such committees or administrators that is specifically directed to the
calculation of, or
a decision pertaining to a claim or dispute involving, that individual SRP
Participant's benefit
(or his or her Beneficiary's benefit) under
this Plan.

     

    
      
         

      

      
        - 21
-

        
          

        

      

      
         

      

    

     

    
      	
              10.2

            	
              Benefit
      Administrator

            


    

     

    The
administrator of the day-to-day benefit application and calculation process
under this Plan shall be The Vanguard Group, Inc., or any entity or person which
may subsequently be appointed to perform that function by Director of Employee
Benefits with the concurrence of the Administrative Committee.

     

    
      	
              10.3

            	
              Claims and Appeal
      Procedure

            


    

     

    (a)           Procedures as Stated in
Qualified Salaried Plan

     

    Subject
to subsections (b), (c) and (d) below, this Plan incorporates by reference the
terms of Section 10.4 ("Claims and Appeal Procedure") of the Qualified Salaried
Plan; provided, however, that references in that Section 10.4 to the "Plan"
shall be deemed to be references to this Plan.

     

    (b)           Claims
Administrator

     

    Notwithstanding
the terms of the Qualified Salaried Plan, any reference to "Claims
Administrator" in the text of Section 10.4 of that Plan shall be deemed to mean
the Weyerhaeuser Employee Benefits Appeals Committee or any entity or person
which may subsequently be appointed to perform that function for this Plan by
the Compensation Committee.

     

    (c)           Appeals
Administrator

     

    Notwithstanding
the terms of the Qualified Salaried Plan, the Appeals Administrator under this
Plan shall be the Compensation Committee, or any committee or entity to which
the Compensation Committee may delegate that responsibility.

     

    (d)           Delegation of Discretion to
Claims and Appeals Administrators

     

    This Plan
hereby delegates full and complete discretion to the Claims Administrator and
the Appeals Administrator (as those terms are defined in subsections (b) and (c)
above):

     

    
      	
               
      

            	
              (i)

            	
              to
      make findings of fact pertaining to a claim or
  appeal;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      interpret the terms of this Plan and apply such interpretations to the
      facts; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      decide all issues which the said Claims and/or Appeals Administrators
      determine are presented by the claim or appeal, whether any such issue is
      expressly raised by the claimant or
not.

            


    

     

     

    
      
         

      

      
        - 22
-

        
          

        

      

      
         

      

    

     

    
      Article XI: Unfunded
Plan

       

    

    This Plan
is unfunded within the meaning of Title I of ERISA.  Benefits are
payable only from the general assets of the Employer or
from a rabbi trust which may be maintained by Weyerhaeuser as
grantor, the assets of which are available to the general creditors of the Employer. The Employer makes
no representation that any other assets will be set aside to provide benefits
under this Plan. SRP Participants and Beneficiaries
have no interest in any assets of the Employer.  SRP
Participants have no rights other than the unsecured promise of the Employer to
pay benefits in the future. An SRP Participant's rights are no greater than the
rights of any unsecured general creditor of the Employer. Nothing
contained herein shall be deemed to create a trust of any type that would be
considered a "funded" trust for the "exclusive benefit" of SRP Participants and
Beneficiaries
within the meaning of Title I of ERISA.

     

    Article XII: AMENDMENT AND TERMINATION

     

    The Chief
Executive Officer of Weyerhaeuser shall
have the right to amend this Plan at any time, to the extent that any such
amendment would not cause an increase in the cost of this Plan to Weyerhaeuser.  The
Board of Directors and the Compensation Committee of Weyerhaeuser shall
each have the right to amend or terminate this Plan at any time, provided that
any payments in the event of Plan termination shall be made in accordance with
Treasury Regulation Section 1.409A-3(j)(4)(ix).

     

    * *
*

     

    
      
         

      

      
        - 23
-

        
          

        

      

      
         

      

    


    SIGNATURE PAGE

     

    IN
WITNESS WHEREOF, Weyerhaeuser Company has caused this Plan to be duly executed
on the date set forth below.

     

    WEYERHAEUSER
COMPANY

    Date:

     

    By:

      
        

      

    

    Name:

    Title:

     

                                           

    
      
         

      

      
        - 24
-

        
          

        

      

      
         

      

    

     

    Exhibit
A

     

    Individual
Agreements

    As
of January 1, 2009

     

    Ernesta
Ballard

     

    William
Corbin

     

    Rory
Johnson

     

    Paul
Leuzzi

     

    Steve
Rogel

     

    [Susan
Wagner]

     

     

     

     

    - 1
-