ex10-1.htm


     

    EXHIBIT
10.1

     

    
      
        

      
Fee Deferral Plan for Directors

    
      of

      
        Weyerhaeuser
Company

          
            

          

        

      

      


      Amended
and Restated Effective January 1, 2009

       

      
        	
                1.  

              	
                Name and
      Purpose.  The name of this plan is the “Fee Deferral Plan
      for Directors of Weyerhaeuser Company” (the “Plan”).  Its
      purpose is to provide non-employee Directors of the Company with increased
      flexibility in timing the receipt of Fees earned as a Director and to
      assist the Company in attracting and retaining qualified individuals to
      serve as Directors.

              


      

       

      
        	
                2.  

              	
                Definitions.  Whenever
      used in the Plan, the following terms shall have the meanings set forth
      below:

              


      

       

      
        	
                (a)  

              	
                “2004
      Plan” has the meaning set forth in Paragraph
10.

              


      

       

      
        	
                (b)  

              	
                “Board”
      means the Board of Directors of the Company, provided that no member of
      the Board shall participate in or cast a vote with respect to any matter
      which specifically relates to that individual, as opposed to relating to
      the Directors as a group. The Compensation Committee of the Board
      (“Committee”) makes recommendations to the Board, when appropriate, with
      respect to matters arising under the
Plan.

              


      

       

      
        	
                (c)  

              	
                “Common
      Shares” means the shares of common stock, $1.25 par value, of the
      Company.

              


      

       

      
        	
                (d)  

              	
                “Company”
      means Weyerhaeuser Company.

              


      

       

      
        	
                (e)  

              	
                “Deferral
      Period” means that period of time from the end of the date on which Fees
      would have been paid but for deferral under the Plan until the time when
      such Fees are paid.

              


      

       

      
        	
                (f)  

              	
                “Deferred
      Fees” means that part of any Fees that has been deferred pursuant to the
      Plan, together with any earnings or other appreciation thereon. All
      Deferred Fees (including Designated Stock Equivalents) are subject to the
      restrictions on transfer set forth in Subparagraph
  7(d).

              


      

       

      
        	
                (g)  

              	
                “Designated
      Stock Equivalents” has the meaning set forth in
      Subparagraph 4(d).

              


      

       

      
        	
                (h)  

              	
                “Director”
      for purposes of the Plan means a person serving on the Board who is not an
      Employee of the Company or any of its
  subsidiaries.

              


      

       

      
        	
                (i)  

              	
                “Effective
      Date” has the meaning set forth in
  Paragraph 10.

              


      

       

      
        	
                (j)  

              	
                “Employee”
      means a person who is classified by the Company as actively employed by
      the Company and who is compensated on a salaried basis as reflected on the
      Company's or any of its subsidiaries' payroll
  records.

              


      

       

      
        	
                (k)  

              	
                “Event”
      as used in Subparagraphs 4(b) and 4(c) means an occurrence the date or
      dates of which are acceptable to the Board and objectively determinable at
      the time an amount is deferred under the Plan in accordance with Section
      409A.  This includes, but is not limited to, a Separation from
      Service, the designation of a calendar year or years, or when a Director
      reaches a specified age.

              


      

       

       

      
        
           

        

        
          - 1
-

          
            

          

        

        
           

        

      

       

       

      
        	
                (l)  

              	
                “Fees”
      mean the fees payable to a Director by the Company as an annual “retainer”
      upon his or her election or reelection to the Board, fees payable for
      attending meetings and fees payable for extended travel at the request of
      the Board or a Committee of the Board, but not including any reimbursement
      for expenses.

              


      

       

      
        	
                (m)  

              	
                “Interest
      Rate Deferral” has the meaning set forth in Subparagraph
      4(b)(i).

              


      

       

      
        	
                (n)  

              	
                “Plan
      Year” means the Year in which the Fees are
  earned.

              


      

       

      
        	
                (o)  

              	
                “Section
      409A” means Section 409A of the Internal Revenue Code of 1986, as amended,
      and regulations and other guidance promulgated
  thereunder.

              


      

       

      
        	
                (p)  

              	
                “Separation
      from Service” means the failure to be reelected to, or the resignation or
      retirement from, the Board as a Director for any reason within the meaning
      of Section 409A.

              


      

       

      
        	
                (q)  

              	
                “Specified
      Employee” means a Director who, as of the date of the Director's
      Separation from Service for any reason, is a key employee of Weyerhaeuser
      Company.  The Director is a key employee if the Director 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 twelve-month period ending on a
      Specified Employee identification date.  If the Director is a
      key employee as of December 31, the Director shall be treated as a
      Specified Employee for the entire twelve-month period beginning on the
      next following April 1.

              


      

       

      
        	
                (r)  

              	
                “Stock
      Equivalent” means a deferred unit of account which is equivalent in value
      to one Common Share of the Company.

              


      

       

      
        	
                (s)  

              	
                “Stock
      Equivalent Deferral” has the meaning set forth in Subparagraph
      4(b)(ii).

              


      

       

      
        	
                (t)  

              	
                “Trading
      Day” means a day that the New York Stock Exchange is open for
      business.

              


      

       

      
        	
                (u)  

              	
                “Year”
      means the 52- or 53-week period used by the Company as its fiscal
      year.

              


      

       

      
        	
                3.  

              	
                Participation in the
      Plan.  Any individual who is a Director may participate
      in the Plan.

              


      

       

      
        	
                4.  

              	
                Payment or Deferral of
      Fees.  Payment of Fees shall be made as
      follows:

              


      

       

      
        	
                (a)  

              	
                Immediate
      Payment.  Except as otherwise provided in subparagraphs
      (b) and (d) below, payment of Fees to a Director shall be made in cash and
      in full as soon as practicable following the time when the Fees are
      earned; provided that the annual “retainer” is deemed earned immediately
      following the Company's annual meeting of shareholders or other
      shareholder meeting at which Directors are elected, or in the case of
      newly appointed Directors immediately following such
      appointment.

              


      

       

      
        	
                (b)  

              	
                Deferred
      Fees.  Except as provided in subparagraph (d) below for
      Designated Stock Equivalents, a Director may elect to defer receipt of a
      percentage of all of his or her Fees earned in any Plan
      Year.  The procedure for election is set forth in subparagraph
      (c) below.  Two forms of Deferred Fees are provided
      for.

              


      

       

       

      
        
           

        

        
          - 2
-

          
            

          

        

        
           

        

      

       

      
        	
                (i)  

              	
                “Interest
      Rate Deferral” - This form of deferral provides for the payment of the
      amount to be deferred with interest over a number of years selected by a
      Director, commencing with the year or an Event selected by the Director,
      provided that the last payment must be made not later than the earlier of
      (A) the twentieth Year following the Year of the Director's
      Separation from Service and (B) the year during which the Director's
      eightieth birthday occurs.  Details as to the amount and timing
      of payments are set forth in Paragraph
5.

              


      

       

      
        	
                (ii)  

              	
                “Stock
      Equivalent Deferral” - This form of deferral provides for the payment of
      the amount to be deferred, increased or decreased by reference to the
      market price and dividend history of Common Shares, over a number of years
      selected by a Director, commencing with the year or Event selected by the
      Director, provided that such year or Event must not be any earlier than
      the second calendar year after the year in which the election is made, and
      further provided that the last payment must be made not later than the
      earlier of (A) the twentieth Year following the Year of the
      Director's Separation from Service and (B) the year during which the
      Director's eightieth birthday occurs.  Details as to the amount
      and timing of payments are set forth in Paragraph
  6.

              


      

       

      
        	
                (c)  

              	
                Election
      Procedure.  A Director shall notify the Committee in
      writing on or prior to the December 15 preceding each Plan Year of his or
      her election to defer the receipt of a percentage or all of any Fees to be
      earned starting in the Plan Year about to commence; provided, however,
      that a Director who is newly elected or appointed to the Board after the
      commencement of a Plan Year may notify the Committee of such deferral
      election up to 30 days after the effective date of his or her election or
      appointment (in which case such deferral election shall only be effective
      for the deferral of Fees payable for services performed after such
      deferral election).  Such deferral election shall state the
      percentage or percentages to be received as Deferred Fees under
      subparagraphs (b)(i) and (ii) above.  Any Fees or part thereof
      which the Director has not elected to defer shall be paid as provided in
      subparagraph (a) above.  Each notice to defer
    shall:

              


      

       

      
        	
                (i)  

              	
                State
      the percentage of the Fees to be
deferred.

              


      

       

      
        	
                (ii)  

              	
                Designate
      the percentage of the total amount to be deferred which will be deferred
      as an Interest Rate Deferral and as a Stock Equivalent
      Deferral.

              


      

       

      
        	
                (iii)  

              	
                State
      the year or Event during which payments will commence and the number of
      years elected for payment.

              


      

       

      An
election to defer Fees is irrevocable.

       

      
        	
                (d)  

              	
                Fees Designated as
      Stock Equivalents. In the event that the Board designates that any
      Fee to be paid to a Director shall be paid in Stock Equivalents, then such
      fees (referred to herein as “Designated Stock Equivalents”) shall be
      treated as Stock Equivalents under the Plan.  With respect to
      Designated Stock Equivalents:

              


      

       

      
        	
                (i)  

              	
                a
      Director shall not make the election provided for in subparagraph (c)
      above, but shall elect a Year or Event (which must not be any earlier than
      the Year of the Director's Separation from Service) in which payments
      shall commence and the number of Years elected for
  payment;

              


      

       

       

      
        
           

        

        
          - 3
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                (ii)  

              	
                the
      election provided for in subparagraph (d)(i) above shall be made in
      writing on or prior to the December 15 preceding each Plan Year with
      respect to Designated Stock Equivalents to be earned in the following
      Year, if any, and shall be irrevocable; provided, however, that a Director
      who is newly elected or appointed to the Board after the commencement of a
      Plan Year may notify the Committee of such deferral election up to 30 days
      after the effective date of his or her election or appointment (in which
      case such deferral election shall only be effective for the deferral of
      Fees payable for services performed after such deferral
      election).  Should a Director fail to make such deferral
      election for any Plan Year, any Designated Stock Equivalents for such Plan
      Year shall be payable in a single lump sum payment following the
      Director's Separation from Service;

              


      

       

      
        	
                (iii)  

              	
                a
      Director shall be entitled to receive payments as provided in Subparagraph
      6(c)(i), but shall not be entitled to the election provided in
      Subparagraph 6(c)(ii); and

              


      

       

      
        	
                (iv)  

              	
                the
      provisions of the Plan, including those relating to Deferred Fees, shall
      apply to Designated Stock Equivalents to the extent they are not
      inconsistent with this subparagraph
(d).

              


      

       

      
        	
                5.  

              	
                Interest Rate
      Deferral.

              


      

       

      
        	
                (a)  

              	
                Accounts.  Any
      amount deferred under the Interest Rate Deferral option shall be credited
      to a Director's account as of the day it would otherwise have been paid in
      cash and shall thereafter accrue interest at a rate to be designated from
      time to time by the Board, with such interest to be compounded
      monthly.

              


      

       

      
        	
                (b)  

              	
                Payments.  A
      Director shall be entitled to receive cash payments with respect to Fees
      deferred under the Interest Rate Deferral option together with interest
      accrued to the date of payment in each Year of the applicable period as
      elected under Subparagraph 4(c); provided, however, that in
      the event payments commence based on a Director's Separation from Service,
      no payment shall be made earlier than six months after the date of such
      Separation from Service if the Director is then a Specified Employee, in
      which case any suspended payment shall occur on the earliest date
      permitted by this Subparagraph and Section 409A.  The amount of
      cash to be paid each Year with respect to the amount of Deferred Fees from
      any Plan Year shall be computed by multiplying a fraction, the numerator
      of which is one and the denominator of which is the number of years
      remaining in the applicable payment period for such Deferred Fees, by the
      remaining portion of such Deferred Fees plus accrued interest on such
      Deferred Fees (e.g., 1/10th is paid in the first year of a ten-year
      payment period; 1/9th of the remaining balance in the second year, 1/8th
      of the remaining balance in the third year, etc., over the ten
      years).

              


      

       

      
        	
                6.  

              	
                Stock Equivalent
      Deferral.

              


      

       

      
        	
                (a)  

              	
                Accounts.  The
      amount of Fees designated to be deferred in the form of Stock Equivalents
      shall be divided by the median price per share of Company stock for the
      last 11 Trading Days of January in the Plan Year during which it would
      otherwise have been paid in cash to determine the number of deferred Stock
      Equivalents or fractions thereof credited to a Director's
      account.  Any amount deferred under the Stock Equivalent
      Deferral option shall be credited to a Director's account promptly
      following the foregoing
calculation.

              


      

       

       

      
        
           

        

        
          - 4
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                (b)  

              	
                Dividend
      Equivalents.  All such deferred Stock Equivalents shall
      be credited with an amount equivalent to each dividend declared on Common
      Shares.  The amount of such dividend equivalents shall be
      divided by the price per share of common stock of the Company on the
      payable date for such dividend to determine the number of additional
      deferred Stock Equivalents or fractions thereof to be credited to a
      Director's account.

              


      

       

      
        	
                (c)  

              	
                Payments.

              


      

       

      
        	
                (i)  

              	
                A
      Director shall be entitled to receive cash payments with respect to any
      Deferred Fees under the Stock Equivalent deferral option represented by
      Stock Equivalents credited to his or her account.  A payment
      shall be made in each Year of the period previously elected under
      Subparagraph 4(c) with respect to such Deferred Fees; provided, however, that
      in the event payments commence based on a Director's Separation
      from Service, no payment shall be made earlier than six months after the
      date of such Separation from Service if the Director is then a Specified
      Employee, in which case any suspended payment shall occur on the earliest
      date permitted by this Subparagraph and Section 409A.  The
      amount to be paid each Year shall be computed by multiplying a fraction,
      the numerator of which is one and the denominator of which is the number
      of years remaining in the elected payment period, by the remaining portion
      of Stock Equivalents credited to the Director's account, to determine the
      number of Stock Equivalents for which payment is to be made. The number of
      Stock Equivalents shall be multiplied by the median price per share of
      Common Shares for the last 11 Trading Days of January of the Year of
      payment.

              


      

       

      
        	
                (ii)  

              	
                As
      to Stock Equivalents credited to a Director's account deferred from any
      Plan Year (including increments thereto), notwithstanding any provision in
      this Subparagraph (c) to the contrary, at any time after the later of (A)
      the Director's fifty-second birthday or (B) six months after the Stock
      Equivalents were credited to the Director's account, the Director (or the
      Director's beneficiary in the event of the death of the Director) may
      irrevocably elect to establish and fix a firm price for Stock Equivalents
      currently credited to such portion of his or her account.  The
      firm price shall then be the price per share of the common stock of the
      Company as of any Trading Day concurrent with the delivery of such
      election to the Plan's recordkeeper if delivered before the close of the
      New York Stock Exchange, or at a price per share of the common stock of
      the Company on the next following Trading Day, if delivered after the
      close of the New York Stock Exchange.  Interest shall be earned
      from the date the last dividend equivalent was credited under subparagraph
      (b) above at the rate applicable from time to time under Subparagraph
      5(a).  Such interest shall be compounded
      monthly.  Such election shall not accelerate actual payment
      under the Stock Equivalent deferral
option.

              


      

       

       

      
        
           

        

        
          - 5
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                (d)  

              	
                Change in Common
      Shares.  Any change in the Common Shares, whether through
      merger, consolidation, recapitalization, stock split, stock dividend or
      other change in the Company's structure, shall be similarly reflected in
      the number of Stock Equivalents.

              


      

       

      
        	
                (e)  

              	
                Price per
      Share.  The term “price per share” shall refer to the
      closing price of the common stock of the Company on the New York Stock
      Exchange on the Trading Day in
question.

              


      

       

      
        	
                7.  

              	
                General Provisions
      Related to Interest Rate Deferrals and Stock Equivalents
      Deferrals.

              


      

       

      
        	
                (a)  

              	
                Date of
      Payments.  Payments of deferred amounts shall be made
      annually prior to March 15 based on the election made by a
      Director.  All payments with respect to Interest Rate Deferrals
      shall be made in January of each Year.  All payments with
      respect to Stock Equivalents shall be made in February of each
      Year.  If payment is triggered by an Event and the Event occurs
      during the Year, payments shall begin in January or February, as
      applicable, of the following Year.

              


      

       

      
        	
                (b)  

              	
                Segregation of
      Funds.  The Company shall be under no obligation to
      segregate any Fees deferred during the Deferral Period.  Such
      unsegregated funds are subject to the claims of the Company's general
      creditors during the Deferral
Period.

              


      

       

      
        	
                (c)  

              	
                Beneficiaries.  A
      Director may appoint a beneficiary or beneficiaries to receive payments to
      be made with respect to Deferred Fees, if any, after the Director's
      death.  In the absence of such appointment, all such amounts
      shall be paid to the Director's estate.  The appointment shall
      be made on a form to be supplied by the Committee and may be revoked or
      superseded at any time.

              


      

       

      
        	
                (d)  

              	
                Restrictions on
      Deferred Fees.  No Director's interest in any Deferred
      Fees account is assignable, either by voluntary or involuntary assignment
      or by operation of law.  No part of any Deferred Fees,
      regardless of the form thereof, may be paid over, loaned, sold, assigned,
      transferred, discounted, pledged as collateral for a loan or in any other
      way encumbered until the end of the Deferral Period with respect to such
      Deferred Fees.

              


      

       

      
        	
                8.  

              	
                Administration and
      Amendment of the Plan.

              


      

       

      
        	
                (a)  

              	
                Powers of the
      Committee.  Full power and authority to construe and
      interpret the Plan shall be vested in the Committee as, from time to time,
      constituted by the Board.  Decisions hereunder by the Committee
      shall be final, conclusive and binding on all parties, including each
      Director and the Company.

              


      

       

      
        	
                (b)  

              	
                Expenses of the
      Plan.  The expenses of administering the Plan shall be
      borne by the Company.

              


      

       

      
        	
                (c)  

              	
                Amendment and
      Termination.  The Board in its sole discretion may (i)
      amend, suspend or terminate the Plan and (ii) supplement or replace the
      Plan with other Deferred Fees plans; provided that no amendment,
      supplement or replacement providing for the payment of Fees in the form of
      stock of the Company shall be effective unless approved by the
      shareholders of the Company.

              


      

       

       

      
        
           

        

        
          - 6
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                (d)  

              	
                Directors'
      Rights.  No amendment, suspension or termination of the
      Plan shall affect any deferral already made, and in the event of any such
      change, any Deferred Fees credited to a Director's account shall be paid
      as provided herein.  No Director shall have any right or
      interest in the Plan or its continuance or in his or her continued
      participation in the Plan, other than in the Deferred Fees credited to his
      or her account.  The existence of the Plan does not extend to
      any Director a right to continued Director status with the Company, and
      each Director is deemed to have agreed to the terms
  herein.

              


      

       

      
        	
                9.  

              	
                Notice to the Plan
      Recordkeeper.  Any notice required to be furnished by a
      Director to the Plan recordkeeper shall be deemed to be provided if sent
      via fax or first class mail, in accordance with information and
      instructions communicated by the Plan recordkeeper to the Directors from
      time to time.

              


      

       

      
        	
                10.  

              	
                Effective
      Date.  The Plan was originally effective December 8,
      1981, permitting deferrals with respect to Fees to be earned in the Plan
      Year 1982.  The Plan was subsequently amended and restated as of
      December 7, 1994, April 16, 1996, June 12, 2003 and October 6,
      2004.  The Plan is now amended and restated effective January 1,
      2009 (the “Effective Date”).  This most recent restatement
      applies only to Fees earned and vested after the Effective Date and to
      Directors serving thereafter.  All Fees subject to deferral that
      were earned and vested prior to 2005 shall continue to be subject to the
      terms and conditions of the Plan as in effect on December 31, 2004 or any
      earlier date, as applicable (“2004 Plan”).  All Fees subject to
      deferral that were earned or vested between January 1, 2005 and December
      31, 2008 shall be subject to the terms and conditions of this most recent
      restatement, as modified by the operation of the Plan in accordance with
      transition and other official guidance issued pursuant to Section
      409A.  No amendment to the Plan on and after the Effective Date
      is intended to, nor shall it be deemed to, apply to the terms and
      conditions of the 2004 Plan or any earlier date unless expressly provided
      by the terms of such amendment.

              


      

       

      
        	
                11.  

              	
                No
      Acceleration.  The acceleration of the time or schedule
      of any payment due under the Plan is generally prohibited.  The
      Board may, however, accelerate certain distributions under the Plan to the
      extent permitted under Section
409A.

              


      

       

      
        	
                12.  

              	
                Miscellaneous.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Rights
      Unsecured.  The rights of a Director or his or her
      beneficiary to receive a payment hereunder shall be an unsecured claim
      against the general assets of the Company, and neither the Director nor
      his or her beneficiary shall have any rights in or against any amount
      credited to his or her account or any other specific assets of the
      Company.  The Plan at all times shall be considered entirely
      unfunded for tax purposes.  Any funds set aside by the Company
      for the purpose of meeting its obligations under the Plan, including any
      amounts held by a trustee, shall continue for all purposes to be part of
      the general assets of the Company and shall be available to the Company's
      general creditors in the event of the Company's bankruptcy or
      insolvency.  The Company's obligation under the Plan shall be
      that of an unfunded and unsecured promise to pay benefits in the
      future.  The Plan shall not be subject to any mistake of fact
      claim.

              


      

       

       

      
        
           

        

        
          - 7
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                (b)

              	
                Taxes.  The
      Company or any other payer may withhold from a benefit payment under the
      Plan or from any other compensation payable by the Company to the Director
      any federal, state or local taxes required by law to be withheld with
      respect to a deferral, payment or accrual under the Plan, and shall report
      such payments and other Plan-related information to the appropriate
      governmental agencies as required under applicable
  law.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No Guaranty of Tax
      Consequences.  None of the Company, the Committee or any
      other person guaranties that any particular federal or state income,
      payroll, personal property or other tax consequence shall occur because of
      participation in the Plan.  A Director should consult with
      professional tax advisors regarding all questions relative to the tax
      consequences arising from participation in the
  Plan.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Successors and
      Assigns.  The terms and conditions of the Plan, as
      amended and in effect from time to time, shall 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.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Applicable Law and
      Venue.  The Plan and all determinations made and actions
      taken pursuant hereto, to the extent not otherwise governed by the laws of
      the United States, shall be governed by the laws of the State of
      Washington without giving effect to the choice or conflicts of law
      provisions thereof.  The Company intends that the Plan
      constitutes, and shall be construed and administered as, an unfunded plan
      of deferred compensation.  In addition, the Plan is intended to
      comply with the requirements of Section 409A, including any official
      guidance issued thereunder.  Notwithstanding any other
      provision, the Plan shall be interpreted, operated and administered in a
      manner consistent with this intention to the extent the Board deems
      necessary to comply with such requirements Section 409A and to avoid the
      imposition of any additional tax thereunder.  This current
      restatement 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
      Section 409A.  If the Company or any Director or
      beneficiary initiates litigation related to the Plan, the venue for such
      action shall be King County,
Washington.

              


      

       

      


       

      *   *   *   *

       

       

      IN
WITNESS WHEREOF, the Company has caused this instrument to be executed on the
__________________ day of
________________________, 2008.

       

       

      Weyerhaeuser
Company

       

       

      By: 
___________________________________

      Its: 
___________________________________

       

       

       

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