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                                                                    EXHIBIT 4.16

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                         REGISTRATION RIGHTS AGREEMENT

                              DATED MARCH 12, 2002

                                    BETWEEN

                              WEYERHAEUSER COMPANY

                                      AND

                       MORGAN STANLEY & CO. INCORPORATED

                                      AND

                          J.P. MORGAN SECURITIES INC.



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                          REGISTRATION RIGHTS AGREEMENT

        This Registration Rights Agreement (the "Agreement") is made and entered
into March 12, 2002, between Weyerhaeuser Company, a Washington corporation (the
"Company"), and Morgan Stanley & Co. Incorporated and J.P. Morgan Securities
Inc. (the "Representatives"), as representatives of the several initial
purchasers named in the Purchase Agreement (the "Initial Purchasers").

        This Agreement is made pursuant to the Purchase Agreement dated March 6,
2002 between the Company and the Representatives (the "Purchase Agreement",
which term includes the Purchase Agreement Standard Provisions (Debt) (March 6,
2002) incorporated by reference therein), which provides for the sale by the
Company to the Initial Purchasers of $500,000,000 aggregate principal amount of
the Company's Floating Rate Notes due 2003 (the "Tranche 1 Securities"),
$1,000,000,000 aggregate principal amount of the Company's 5.50% Notes due 2005
(the "Tranche 2 Securities"), $1,000,000,000 aggregate principal amount of the
Company's 6.125% Notes due 2007 (the "Tranche 3 Securities"), $1,750,000,000
aggregate principal amount of the Company's 6.75% Notes due 2012 (the "Tranche 4
Securities"), and $1,250,000,000 aggregate principal amount of the Company's
7.375% Debentures due 2032 (the "Tranche 5 Securities," and, together with the
Tranche 1 Securities, Tranche 2 Securities, Tranche 3 Securities and Tranche 4
Securities, collectively, the "Securities"); the Tranche 1 Securities and the
Tranche 1 Exchange Securities (as defined below), the Tranche 2 Securities and
the Tranche 2 Exchange Securities (as defined below), the Tranche 3 Securities
and the Tranche 3 Exchange Securities (as defined below), the Tranche 4
Securities and the Tranche 4 Exchange Securities (as defined below), and the
Tranche 5 Securities and the Tranche 5 Exchange Securities (as defined below)
are each part of a separate series (each, a "series") of debt securities to be
issued by the Company under the Indenture referred to below. In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Company has
agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

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

        1. Definitions.

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


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

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

        "Additional Interest" shall have the meaning assigned to it in Section
2(e).

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

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

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

        "Effectiveness Deadline" shall have the meaning set forth in Section
2(a) hereof.

        "Exchange Date" shall have the meaning set forth in Section 2(a) hereof.

        "Exchange Offer" shall mean, with respect to the Securities of any
series, the exchange offer by the Company of Exchange Securities of such series
for Registrable Securities of such series pursuant to Section 2(a) hereof.

        "Exchange Offer Registration" shall mean a registration under the 1933
Act effected pursuant to Section 2(a) hereof.

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

        "Exchange Securities" shall mean the Tranche 1 Exchange Securities, the
Tranche 2 Exchange Securities, the Tranche 3 Exchange Securities, the Tranche 4
Exchange Securities and the Tranche 5 Exchange Securities.

        "Expiration Date" means, with respect to any Exchange Offer, the date on
which such Exchange Offer (as the same may be extended from time to time)
terminates.

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

        "Indenture" shall mean the Indenture relating to the Securities dated as
of April 1, 1986, as amended and supplemented by the First Supplemental
Indenture dated as of February 15, 1991, the Second Supplemental Indenture dated
as of February 1, 1993, the Third Supplemental Indenture dated as of October 22,
2001, and the Fourth Supplement Indenture to be dated as of March 12, 2002, each
between the Company and JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank and Chemical Bank), as trustee, and as the same may be further
amended or supplemented from time to time in accordance with the terms thereof.

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

        "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable


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

        "Participating Broker-Dealer" shall have the meaning specified in
Section 4(a) of this Agreement.

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

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

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

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

        "Registration Expenses" shall mean all expenses incident to performance
of or compliance by the Company with this Agreement, including without
limitation: (i) all SEC, stock exchange or National Association of Securities
Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred
in connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or
Registrable Securities), (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture


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under applicable securities laws, (vi) the fees and disbursements of the Trustee
and its counsel, (vii) the fees and disbursements of counsel for the Company
and, in the case of any Shelf Registration Statement, the fees and disbursements
of one counsel for the Holders (which counsel shall be selected by the
Representatives or, if the Representatives elect not to select such counsel, by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and of any other Person or business whose financial
statements are included or incorporated or deemed to be incorporated by
reference in a Registration Statement, including the expenses of any special
audits or "cold comfort" or similar letters required by or incident to such
performance and compliance. Notwithstanding the foregoing, Holders shall be
responsible for fees and expenses of counsel to the underwriters (other than
fees and expenses set forth in clauses (ii) and (vii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

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

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

        "SEC" shall mean the Securities and Exchange Commission.

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


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


        "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

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

        "TIA" shall have the meaning specified in Section 3(l) of this
Agreement.

        "Tranche 1 Securities," "Tranche 2 Securities," "Tranche 3 Securities,"
"Tranche 4 Securities" and "Tranche 5 Securities" shall have the respective
meanings set forth in the preamble to this Agreement.


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        "Tranche 1 Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical in all material respects
to the Tranche 1 Securities (except that the Tranche 1 Exchange Securities will
not contain restrictions on transfer or bear a restrictive legend, will not be
entitled to receive Additional Interest and will not be entitled to registration
rights under this Agreement (except as provided in Section 4 hereof)) and to be
offered to Holders of Tranche 1 Securities in exchange for Tranche 1 Securities
pursuant to an Exchange Offer.

        "Tranche 2 Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical in all material respects
to the Tranche 2 Securities (except that the Tranche 2 Exchange Securities will
not contain restrictions on transfer or bear a restrictive legend, will not be
entitled to receive Additional Interest and will not be entitled to registration
rights under this Agreement (except as provided in Section 4 hereof)) and to be
offered to Holders of Tranche 2 Securities in exchange for Tranche 2 Securities
pursuant to an Exchange Offer.

        "Tranche 3 Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical in all material respects
to the Tranche 3 Securities (except that the Tranche 3 Exchange Securities will
not contain restrictions on transfer or bear a restrictive legend, will not be
entitled to receive Additional Interest and will not be entitled to registration
rights under this Agreement (except as provided in Section 4 hereof)) and to be
offered to Holders of Tranche 3 Securities in exchange for Tranche 3 Securities
pursuant to an Exchange Offer.

        "Tranche 4 Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical in all material respects
to the Tranche 4 Securities (except that the Tranche 4 Exchange Securities will
not contain restrictions on transfer or bear a restrictive legend, will not be
entitled to receive Additional Interest and will not be entitled to registration
rights under this Agreement (except as provided in Section 4 hereof)) and to be
offered to Holders of Tranche 4 Securities in exchange for Tranche 4 Securities
pursuant to an Exchange Offer.

        "Tranche 5 Exchange Securities" shall mean securities issued by the
Company under the Indenture containing terms identical in all material respects
to the Tranche 5 Securities (except that the Tranche 5 Exchange Securities will
not contain restrictions on transfer or bear a restrictive legend, will not be
entitled to receive Additional Interest and will not be entitled to registration
rights under this Agreement (except as provided in Section 4 hereof)) and to be
offered to Holders of Tranche 5 Securities in exchange for Tranche 5 Securities
pursuant to an Exchange Offer.

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

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


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        "Underwritten Registration" or "Underwritten Offering" shall mean a
registration in which Registrable Securities are sold to an Underwriter or
Underwriters for reoffering to the public.

        "Voluntary Suspension Notice" shall have the meaning set forth in
Section 2(b) hereof.

        2. Registration Under the 1933 Act.

        (a) To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall (A) use its reasonable
best efforts to prepare and, as soon as practicable but not later than 120 days
following the Closing Date, file with the SEC an Exchange Offer Registration
Statement on an appropriate form under the 1933 Act covering the Registrable
Securities of each series with respect to a proposed Exchange Offer for each
series of Registrable Securities covered thereby and the issuance and delivery
to the Holders, in exchange for Registrable Securities of each series covered
thereby, of a like principal amount of Exchange Securities of such series, (B)
use its reasonable best efforts to cause such Exchange Offer Registration
Statement to be declared effective under the 1933 Act not later than 180 days of
the Closing Date (the "Effectiveness Deadline"), (C) use its reasonable best
efforts to keep such Exchange Offer Registration Statement effective until the
closing of the Exchange Offer with respect to the Registrable Securities of all
series covered by such Exchange Offer Registration Statement and (D) use its
reasonable best efforts to cause an Exchange Offer for the Registrable
Securities of each series covered by such Exchange Offer Registration Statement
to be consummated as promptly as practicable, but in any event not later than
the date that is 30 Business Days after the Effectiveness Deadline. The Company
shall commence an Exchange Offer with respect to the Registrable Securities of
any series by mailing the related exchange offer Prospectus and accompanying
documents to each Holder of the Registrable Securities of such series stating,
in addition to such other disclosures as are required by applicable law:

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

               (ii) the Expiration Date of such Exchange Offer (which shall be
        at least 20 Business Days from the date such notice is mailed) (each day
        from and including the date of such mailing through and including such
        Expiration Date being hereinafter called an "Exchange Date");

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

               (iv) that Holders electing to have a Registrable Security of such
        series exchanged pursuant to such Exchange Offer will be required to
        surrender such Registrable Security, together with the enclosed letter
        of transmittal, to the institution and at the address (located in the
        Borough of Manhattan, The City of New York) specified in the exchange
        offer Prospectus or the accompanying documents prior to the time the


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        Exchange Offer terminates (which shall not be earlier than 5:00 p.m.,
        New York City time) on the Expiration Date; and

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

provided that, if the only Holder of the Registrable Securities of such series
is the Depositary (as defined in Section 6(c)) or its nominee, then the Exchange
Offer in respect of the Registrable Securities of that series may be commenced
by giving notice (which may be electronic) and providing such other information
to the Depositary or its nominee as may be customary in accordance with the
Depositary's procedures.

        As soon as reasonably practicable after the Expiration Date with respect
to the Exchange Offer for the Registrable Securities of any series, the Company
shall:

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

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

        The Company shall use its reasonable best efforts to complete an
Exchange Offer with respect to each series of Registrable Securities as provided
above and shall comply with the applicable requirements of the 1933 Act, the
1934 Act and other applicable laws and regulations in connection with such
Exchange Offer. None of the Exchange Offers shall be subject to any conditions,
other than that such Exchange Offer does not violate applicable law or any
applicable interpretation of the Staff of the SEC. The Company shall, at the
request of the Representatives, inform the Representatives of the names and
addresses of the Holders to whom each Exchange Offer is made, and the
Representatives shall have the right, subject to applicable law, to contact such
Holders and otherwise facilitate the tender of Registrable Securities in such
Exchange Offer.

        Each Holder participating in an Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in
the ordinary course of business, (ii) such Holder has no arrangement or
understanding with any person to participate in the distribution of the
Securities or the Exchange Securities within the meaning of the Securities Act,
(iii) such


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Holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of
the Company, (iv) such Holder is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities within the meaning of the 1933
Act, (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities in exchange for Securities that were acquired for its own account as
a result of market-making activities or other trading activities and that it
will be required to acknowledge that it will deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities, and (vi) if such Holder is a broker-dealer, it did not purchase the
Securities being tendered in the Exchange Offer directly from the Company for
resale pursuant to Rule 144A under the 1933 Act or any other available exemption
from registration under the 1933 Act.

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


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


                                       10
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        (c) The Company shall pay all Registration Expenses in connection with
each registration pursuant to Section 2(a) and Section 2(b) including, but not
limited to, the fees and expenses of one counsel to be selected by the
Representatives or, if the Representatives elect not to select such counsel, by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to a Shelf Registration Statement.

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

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

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

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

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


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<PAGE>

        from and including (x) the day (whether or not a Business Day)
        immediately succeeding the 30th Business Day after the Effectiveness
        Deadline, in the case of (A) above, or (y) the day such Shelf
        Registration Statement ceases to be effective, in the case of (B) above;

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

        Any amount of Additional Interest due on the Securities of any series
pursuant to clause (i), (ii) or (iii) of the preceding paragraph will be payable
in cash and will be payable on the same dates on which interest is otherwise
payable on the Securities of such series and to the same Persons who are
entitled to receive those payments of interest on the Securities of such series.
The amount of Additional Interest payable for any period on the Securities of
any series will be determined by multiplying the Additional Interest rate, which
will be 0.25% per annum, by the principal amount of the Securities of such
series and then multiplying the product by a fraction, the numerator of which is
the number of days that the Additional Interest rate was applicable to the
Securities of such series during such period (determined, in the case of the
Tranche 1 Securities, on the basis of the actual number of days in the
applicable period and, in the case of the Securities of any other series, on the
basis of a 360-day year comprised of twelve 30-day months) and the denominator
of which is 360. All percentages and dollar amounts resulting from any such
calculation of Additional Interest on the Tranche 1 Securities will be rounded
in accordance with the same principles that, under the terms of the Tranche 1
Securities, are applied to the calculation of interest on the Transche 1
Securities.

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


                                       12
<PAGE>

obligations, in the case of any terms of this Agreement for which Additional
Interest pursuant to 2(e) is expressly provided as a remedy for a violation of
such terms, such Additional Interest shall be the sole monetary damages for such
a violation.

        (g) The Company agrees that it will use its reasonable best efforts to
file a single Exchange Offer Registration Statement covering all of the
Registrable Securities of all series; provided, however, that if (1) the Company
is unable to file a single Exchange Offer Registration Statement covering the
Registrable Securities of all series after exercising its reasonable best
efforts or (2) the Company determines, in the exercise of its reasonable
discretion, that, because of events or circumstances relating to any series of
Registrable Securities , the inclusion of such series of Registrable Securities
in the same Exchange Offer Registration Statement as the other series of
Registrable Securities would unduly delay the filing or effectiveness of such
Exchange Offer Registration Statement or the consummation of the Exchange Offers
with respect to such other series of Registrable Securities, the Company may,
subject to Section 2(b), file multiple Exchange Offer Registration Statements,
each covering one or more series of Registrable Securities (provided that, if
the Company shall file two or more Exchange Offer Registration Statements in
respect of the Registrable Securities, it will use its reasonable best efforts
to cause all such Exchange Offer Registration Statements, or, in the case of
clause (2) above, the Exchange Offer Registration Statements in respect of such
other series of Registrable Securities, to be declared effective by the SEC on
the same date and to cause the Exchange Offers in respect of all series of
Registrable Securities or, in the case of clause (2) above, the Exchange Offers
in respect of such other series of Registrable Securities, to be commenced on
the same date). In the event that the Company is required to file a Shelf
Registration Statement pursuant to Section 2(b) with respect to two or more
series of Registrable Securities, the Company shall use its reasonable best
efforts to file a single Shelf Registration Statement covering all of the
Registrable Securities of all such series; provided, however, that if (x) the
Company is unable to file a single Shelf Registration Statement covering the
Registrable Securities of all such series after exercising its reasonable best
efforts or (y) the Company determines, in the exercise of its reasonable
discretion, that, because of events or circumstances relating to any such series
of Registrable Securities, the inclusion of such series of Registrable
Securities in the same Shelf Registration Statement as the other such series
(the "OTHER Series") of Registrable Securities would unduly delay the filing or
effectiveness of such Shelf Registration Statement, the Company may file
multiple Shelf Registration Statements, each covering one or more such series of
Registrable Securities (provided that, if the Company shall file two or more
Shelf Registration Statements in respect of such Registrable Securities, it will
use its reasonable best efforts to cause all such Shelf Registration Statements,
or, in the case of clause (y) above, the Shelf Registration Statements covering
the Other Series of Registrable Securities, to be declared effective by the SEC
on the same date).

        3. Registration Procedures.

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

        (a) prepare and file with the SEC a Registration Statement covering the
Registrable Securities of all series (or, if permitted pursuant to Section 2(g),
one or more Registration


                                       13
<PAGE>

Statements each covering the Registrable Securities of one or more series) on
the appropriate form under the 1933 Act, which form (x) shall be selected by the
Company and (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities covered thereby by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include or incorporate by reference
therein all financial statements required by the SEC to be included or
incorporated by reference therein, and use its reasonable best efforts to cause
each such Registration Statement to become effective and remain effective in
accordance with Section 2 hereof;

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

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

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


                                       14
<PAGE>

        (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities covered by each Shelf Registration Statement, counsel for
the Holders and counsel for the Initial Purchasers promptly and, if requested by
any such Holder or counsel, confirm such advice in writing (i) when such
Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by
the SEC or any state securities authority for amendments and supplements to such
Registration Statement or the related Prospectus or for additional information
after such Registration Statement has become effective, (iii) of the issuance by
the SEC or any state securities authority of any stop order suspending the
effectiveness of such Registration Statement or the initiation of any
proceedings for that purpose, (iv) of the happening of any event during the
period such Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or as a result of which such Shelf Registration Statement or
the related Prospectus contains an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading (but subject to the right of the Company, under the circumstances set
forth in Section 2(b) of this Agreement, not to disclose the nature of such
event) and (v) of any determination by the Company that a post-effective
amendment to such Registration Statement would be appropriate;

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

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

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

(i) in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(iv) hereof but subject to the Company's right to
suspend the use of the related Prospectus pursuant to Section 2(b) on the terms
and subject to the conditions set forth in such Section 2(b), use its reasonable
best efforts to prepare and file with the SEC a supplement or post-effective
amendment to each applicable Registration Statement or the related Prospectus or
any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities covered by such Registration Statement, such Prospectus will not
contain any untrue statement of a material fact or omit to


                                       15
<PAGE>

state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company agrees to
notify the Holders of Securities covered by such Registration Statement to
suspend use of such Prospectus as promptly as practicable after the occurrence
of such an event, and the Holders hereby agree to suspend use of such Prospectus
until the Company has amended or supplemented such Prospectus to correct such
misstatement or omission;

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

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

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

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


                                       16
<PAGE>

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

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

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

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


                                       17
<PAGE>

        In the case of a Shelf Registration Statement, each Holder of
Registrable Securities covered by such Registration Statement agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(e)(iv) hereof or upon receipt of any Voluntary Suspension
Notice pursuant to Section 2(b) hereof, such Holder will forthwith discontinue
disposition of such Registrable Securities pursuant to such Shelf Registration
Statement until either (x) such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof or (y)
solely in the case of a Voluntary Suspension Notice, the Company shall have
notified such Holder that disposition of such Registrable Securities may be
resumed using the then current Prospectus, and, if so directed by the Company in
the case of clause (x), such Holder will deliver to the Company (at the
Company's expense) all copies in such Holder's possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company shall give any such notice to suspend the disposition of Registrable
Securities pursuant to any Registration Statement, the Company shall extend the
period during which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when
the Holders of the Registrable Securities covered by such Registration Statement
shall have received copies of the supplemented or amended Prospectus necessary
to resume such dispositions or the Holders shall have received notice that
disposition of such Registrable Securities may be resumed using the then current
Prospectus, as the case may be. Anything herein to the contrary notwithstanding,
the Company will not be entitled to require Holders of the Registrable
Securities covered by a Shelf Registration Statement to discontinue the sale or
other disposition of such Registrable Securities pursuant to such Shelf
Registration Statement or to suspend the use of the related Prospectus for more
than 120 days (whether or not consecutive) in any period of 12 consecutive
months.

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

        4. Participation of Broker-Dealers in Exchange Offer.

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

        The Company understands that it is the Staff's position that if the
Prospectus contained in an Exchange Offer Registration Statement includes a plan
of distribution containing a statement to the above effect and the means by
which Participating Broker-Dealers may resell the


                                       18
<PAGE>

Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange
Securities covered by such Exchange Offer Registration Statement for their own
accounts, so long as such Prospectus otherwise meets the requirements of the
1933 Act.

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

               (i) the Company shall not be required to amend or supplement the
        Prospectus contained in any Exchange Offer Registration Statement, as
        would otherwise be contemplated by Section 3(i), for resales of the
        Registrable Securities of any series covered by such Exchange Offer
        Registration Statement for a period exceeding 180 days following the
        Expiration Date of the Exchange Offer for the Registrable Securities of
        such series (as such period may be extended pursuant to the penultimate
        paragraph of Section 3 of this Agreement) and, for a period of 180 days
        following the Expiration Date of the Exchange Offer for the Registrable
        Securities of such series (as such period may be extended pursuant to
        the penultimate paragraph of Section 3 of this Agreement), Participating
        Broker-Dealers shall be entitled to use and deliver such Prospectus in
        connection with resales of Registrable Securities of such series as
        contemplated by this Section 4; provided that Participating
        Broker-Dealers shall not be authorized by the Company to deliver and
        shall not deliver such Prospectus after such period in connection with
        the resales of Registrable Securities; and

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


                                       19
<PAGE>

        reference in the applicable Exchange Offer Registration Statement) with
        respect to each Prospectus covering any series of Securities as to which
        there are Participating Broker-Dealers in the form existing on the
        Expiration Date of the Exchange Offer for such series (provided that if
        such Prospectus covers the Securities of more than one series, then only
        one such letter need be delivered in respect of all such series and such
        letter may be dated as of the earliest Expiration Date of the Exchange
        Offers for such series) and with respect to each subsequent amendment or
        supplement, if any, to such Prospectus effected during the period
        specified in clause (i) above.

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

        5. Indemnification and Contribution.

        (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act
or Section 20 of the 1934 Act, or is under common control with, or is controlled
by, any Initial Purchaser or any Holder, from and against all losses, claims,
damages and liabilities (including, without limitation but subject to Section
5(c) below, any legal or other expenses reasonably incurred by any Initial
Purchaser, any Holder or any such controlling or affiliated Person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any
Registration Statement (or any amendment thereto) pursuant to which any Exchange
Securities or any Registrable Securities were registered under the 1933 Act,
including all documents incorporated or deemed to be incorporated therein by
reference, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by any untrue statement or alleged untrue
statement of a material fact contained in any Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to the Initial Purchasers or any Holder furnished to the Company in
writing through Morgan Stanley & Co. Incorporated or any selling Holder,
respectively, expressly for use therein; provided, however, that the foregoing
indemnity agreement with respect to any preliminary Prospectus relating to a
Shelf Registration Statement shall not inure to the benefit of any Holder or
Participating Broker-Dealer from whom the Person asserting any such losses,
claims, damages or liabilities purchased Securities covered by such Shelf
Registration Statement, or any person controlling such Holder or Participating
Broker-Dealer, if a copy of the final Prospectus relating to such Shelf
Registration Statement (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given by
or on behalf of such Holder or Participating Broker-Dealer, as the case may be,
to such Person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of such Securities to such Person, and if such
final Prospectus (as so amended or supplemented) would have cured the defect
giving rise to such losses, claims, damages or liabilities, unless such failure
is the result of noncompliance by the Company with Section 2(b), 3(e) or 3(i) or
the penultimate


                                       20
<PAGE>

paragraph of Section 3 hereof, or unless such defect shall have been cured by a
document incorporated or deemed to be incorporated by reference in such
Prospectus. In connection with any Underwritten Offering permitted by Section 3,
the Company will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the
distribution, their officers and directors and each Person who controls any such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent
as provided above with respect to the indemnification of the Holders, if
requested in connection with any Registration Statement.

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

        (c) In case any proceeding (including any governmental investigation)
shall be instituted involving any Person in respect of which indemnity may be
sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the
"INDEMNIFIED PARTY") shall promptly notify the Person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
Indemnifying Party, upon request of the Indemnified Party, shall retain counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified
Party and any others the Indemnifying Party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the Indemnifying Party and the Indemnified Party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the Indemnifying Party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for (a) the fees and expenses of more than one separate
firm (in addition to one firm acting as local counsel) for the Initial
Purchasers and all Persons, if any, who control any Initial Purchasers within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act,
(b) the fees and expenses of more than one separate firm (in addition to one
firm acting as local counsel) for the Company, its directors, its officers who
sign the Registration Statement and each Person, if any, who controls the
Company within the meaning of either such Section and (c) the fees and expenses
of more than one separate firm (in addition to one firm acting as local counsel)
for all Holders and all Persons, if any, who control any Holders within the
meaning of either such Section, and that all such fees and expenses shall be
reimbursed as they are incurred. In such case involving the Initial Purchasers
and Persons who control the Initial Purchasers, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders
and such Persons who control Holders, such firm shall be designated in writing
by the Majority Holders. In all other cases, such firm


                                       21
<PAGE>

shall be designated by the Company. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Party agrees to indemnify the Indemnified Party from and
against any loss or liability by reason of such settlement or judgment. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending or threatened proceeding in respect
of which such Indemnified Party is or could have been a party and indemnity
could have been sought hereunder by such Indemnified Party, unless such
settlement includes an unconditional release of such Indemnified Party from all
liability on claims that are the subject matter of such proceeding.

        (d) If the indemnification provided for in paragraph (a) or paragraph
(b) of this Section 5 is unavailable to an Indemnified Party or insufficient in
respect of any losses, claims, damages or liabilities, then each Indemnifying
Party under such paragraph, in lieu of indemnifying such Indemnified Party
thereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party or Parties on the one hand and of the Indemnified Party or Parties on the
other hand in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the Holders
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. No Holder shall be
obligated to contribute in respect of any losses, claims, damages or liabilities
caused by any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact in any Registration Statement (or
any amendment thereto) or the related Prospectus (as amended or supplemented, if
applicable) unless Registrable Securities owned by such Holder were registered
pursuant to such Registration Statement. The Holders' respective obligations to
contribute pursuant to this Section 5(d) in respect of any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact in any Registration Statement (or any amendment thereto) or the
related Prospectus (as amended or supplemented, if applicable) are several in
proportion to the respective principal amount of Registrable Securities of such
Holders that were registered pursuant to such Registration Statement.

        (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an Indemnified Party as a result of the losses, claims, damages
and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 5, no Holder shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which Registrable Securities
were sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the


                                       22
<PAGE>

meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Party at law or
in equity.

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

        6. Miscellaneous.

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

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

        (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or any courier guaranteeing overnight delivery (i)
if to a Holder, at the most current address given by such Holder to the Company
by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, c/o
Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036,
Attention: Michael Fusco and J.P. Morgan Securities, Inc., 270 Park Avenue, New
York, New York 10017, Attention: Maria Sramek; and (ii) if to the Company,
initially at the Company's address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with
the provisions of this Section 6(c). Notwithstanding the foregoing provisions of
this paragraph, any notices given to The Depository Trust Company (the
"Depositary," which term includes any successor in such capacity) or its
nominee, as Holder of any Securities, may be given in accordance with the
Depositary's customary procedures as in effect from time to time.

        All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the


                                       23
<PAGE>

mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied;
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery; and, in the case of any notices or communications that are
delivered to the Depositary or its nominee electronically, upon receipt.

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

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

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

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

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

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

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

        (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, then, to the maximum extent permitted by law,
the validity, legality and enforceability of any such


                                       24
<PAGE>

provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

                            [SIGNATURE PAGE FOLLOWS]


                                       25
<PAGE>

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

                              WEYERHAEUSER COMPANY

                              By:
                                 ----------------------------------------------
                                 Name:  Jeffrey W. Nitta
                                 Title:  Vice President and Treasurer

Confirmed and accepted as of
the date first above written:

MORGAN STANLEY & CO.
  INCORPORATED
J.P. MORGAN SECURITIES INC.

Acting severally on behalf of themselves
and the several Initial Purchasers named in
the Purchase Agreement.

MORGAN STANLEY & CO.
  INCORPORATED

By:
   ----------------------------------------
   Name:
   Title:

J.P. MORGAN SECURITIES INC.



By:
   ----------------------------------------
   Name:
   Title:


                                       26