WEYERHAEUSER CO (Form: 8-K, Received: 12/22/2014 16:56:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 17, 2014

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)




Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:

(253) 924-2345

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS




	Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	Item 8.01	Other Events
	Item 9.01	Financial Statements and Exhibits
	SIGNATURES
	Exhibit 10.1	Weyerhaeuser Company Annual Incentive Plan for Salaried Employees
	Exhibit 10.2	Weyerhaeuser Company Performance Share Award Terms and Conditions (U.S.)
	Exhibit 10.3	Weyerhaeuser Company 2015 Deferred Compensation Plan


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The Compensation Committee of the Board of Directors of Weyerhaeuser Company (the “Company”) approved:

(1) Amendments to the Company’s Annual Incentive Plan (“AIP”) for future awards to: (a) define the metrics and processes by which awards under the AIP will be determined; (b) provide that AIP awards to certain participants may be subject to the Section 162(m) provisions of the Company’s 2013 Long-Term Incentive Plan (“2013 LTIP”); and (c) make various clarifying and conforming changes. A copy of the AIP as amended and restated is filed as Exhibit 10.1 to this report.

(2) The form of terms and conditions for future performance share awards that may be granted under the 2013 LTIP. Performance share awards will be earned only if the Company achieves specified business targets over a defined three-year performance period and will generally have the following terms: (a) awards will be earned and vest on the third anniversary of the grant date, provided the Compensation Committee of the Board of Directors certifies achievement of the specified business targets; (b) the payout of awards will range from 0% to 150% of the recipient’s target compensation but will not exceed the limits on individual awards described in the 2013 LTIP; and (c) unvested awards will be subject to forfeiture upon termination of employment in certain situations. A copy of the Performance Share Award Terms and Conditions for 2015 is filed as Exhibit 10.2 to this report.

(3) Amendments to the Company’s Deferred Compensation Plan to: (a) define (i) when distributions under the Deferred Compensation Plan will commence and (ii) the maximum number of annual installments that may be paid to participants; and (b) make various clarifying and conforming changes. A copy of the Deferred Compensation Plan as amended and restated is filed as Exhibit 10.3 to this report.

The above summaries are qualified by the text of the AIP, Performance Share Award Terms and Conditions, and Deferred Compensation Plan, as applicable, copies of which are filed as exhibits to this report and incorporated herein by reference.


Item 8.01	Other Events.

The Company’s Board of Directors has fixed May 22, 2015 as the date for the Company’s 2015 annual meeting of shareholders. Because this date is more than 30 days from the anniversary of the Company’s 2014 annual shareholders’ meeting, the Board of Directors has also set new deadlines for shareholders who wish to have their proposals included in the Company’s proxy materials. To be considered for inclusion in the Company’s proxy materials to be distributed in connection with the 2015 annual shareholders’ meeting, proposals from shareholders must be received by the Company before the close of business on January 16, 2015 and must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, other applicable laws and the Company’s bylaws.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

The following items are filed as exhibits to this report:


Exhibit Number	Description


10.1	Weyerhaeuser Company Annual Incentive Plan for Salaried Employees


10.2	Weyerhaeuser Company Performance Share Award Terms and Conditions (U.S.)


10.3	Weyerhaeuser Company 2015 Deferred Compensation Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	WEYERHAEUSER COMPANY

	By		/s/ Devin W. Stockfish
	Name:		Devin W. Stockfish
	Title:		Senior Vice President, General Counsel and Secretary

Date: December 22, 2014

Exhibit 10.1

Weyerhaeuser Company

Annual Incentive Plan for Salaried Employees

(Amended and Restated Effective January 1, 2015)

This document contains the terms of the Weyerhaeuser Company Annual Incentive Plan for Salaried Employees (the “ Plan ”). The Plan is amended and restated effective January 1, 2015.


1.	Purpose and Plan Objectives

The purpose of the Plan is to align rewards with the Company’s vision and strategies, and motivate Participants to achieve top performance in the industry. Participants are eligible to receive incentive awards based on their performance and the performance of their respective Business Group or Organization.

The Plan is designed to accomplish the following objectives:


•	motivate Participants to achieve Company and business objectives;


•	provide a competitive range of performance and payout opportunities;


•	attract, retain and motivate Participants by providing opportunities to earn better-than-competitive total pay for better-than-competitive performance results;


•	align the interests of Participants to promote the Company’s philosophy of managing each business independently to achieve top quartile performance and cost of capital returns; and


•	ensure strong linkage of pay to performance.


2.	Definitions


(a)	“ Award Year ” is each calendar year or other annual performance period determined by the Compensation Committee for which a Participant may earn a Bonus Award.

(b)

“ Base Salary ” is a Participant’s annual rate of pay measured as of the last day of an Award Year, excluding all other pay elements (such as bonus payments and relocation allowances). For a Participant who becomes ineligible for the Plan during the Award Year and is eligible for a pro-rated Bonus Award pursuant to the criteria specified in the Plan, Base Salary is the Participant’s annual rate of pay measured as of the last day during the Award Year that he or she was eligible for the Plan.


(c)	“ Bonus Award ” is the amount of bonus granted to a Participant for each Award Year as determined under the terms of the Plan.

(d)

“ Business Group ” means a business that separately earns revenues and incurs expenses, that regularly is reviewed by and subject to different performance standards by the Chief Executive Officer or executive officers of the Company, such as the Timberlands, Cellulose Fibers and Wood Products businesses, including the Employees assigned to each Business Group and the member of the Senior Management Team to whom the Business Group reports directly.


(e)	“ Business Metric Funding Curves ” has the meaning specified in Section 5.


(f)	“ Company ” means, collectively, Weyerhaeuser Company and each of its subsidiaries that participate in the Plan.


(g)	“ Compensation Committee ” is the Compensation Committee of the Board of Directors of Weyerhaeuser Company.


(h)	“ Controllable Business Metrics ” has the meaning specified in Section 5.


(i)	“ Corporate Group ” means any Organization that is not part of a Business Group and any member of the Senior Management Team to whom such an Organization reports directly.


(j)	“ Disability ” is a medical condition for which a Participant is entitled to Company-paid long-term disability benefits and as a result of which a Participant is required to terminate his or her employment.


(k)	“ Employee ” is any person who is classified by the Company as actively employed by the Company, including any such person on leave with pay or suspended (unless such suspension arises from a disciplinary matter due to attendance, misconduct or performance) and who is compensated on a salaried basis (exempt or non-exempt) as reflected on the Company’s payroll records.


(l)	“ Financial Funding Curves ” has the meaning specified in Section 5.


(m)	“ Financial Performance Metrics ” has the meaning specified in Section 5.


(n)	“ Funds From Operations ” means earnings before interest and taxes; less 1031 exchanges and gains on large asset sales; plus depletion, depreciation and amortization; plus the net book value of cash from sales of land; less fertilizer spending, in each case as determined by the Compensation Committee.


(o)	“ Funding Multiples ” has the meaning specified in Section 5.


(p)	“ LTIP ” means the Weyerhaeuser Company 2013 Long-Term Incentive Plan (or any successor shareholder-approved plan that meets the requirements of Section 162(m)).


(q)	“ LTIP Section 162(m) Provisions ” means Section 15 of the LTIP (or any successor provisions related to Section 162(m)-qualified awards).


(r)	“ Organization ” is a corporate support function group or a discrete support function included in the Corporate Group.


(s)	“ Participant ” means an Employee who is eligible for and participates in the Plan pursuant to the terms of Section 3.


(t)	“ Plan ” has the meaning given in the introduction above.


(u)	“ Retirement ” means, with respect to a Participant, his or her “Normal Retirement” or “Early Retirement” as defined in the Weyerhaeuser Pension Plan, as amended from time to time.


(v)	“ RONA ” is Weyerhaeuser Company’s or the Business Group’s return on net assets for the Award Year as determined by the Compensation Committee. For purposes of

calculating RONA, amounts required to pay any Bonus Award under this Plan, pension charges and incremental corporate allocations are included.


(w)	“ Section 162(m) ” means Section 162(m) of the Internal Revenue Code of 1986, as amended.


(x)	“ Senior Management Team ” means any officer that reports to Weyerhaeuser Company’s Chief Executive Officer or that is otherwise designated as such from time to time by Weyerhaeuser Company’s Chief Executive Officer or Senior Vice President of Human Resources (or similar position).


3.	Eligibility

Subject to the terms and conditions of the Plan, each Employee is eligible to participate in the Plan, except as follows:


(a)	an Employee who is classified by the Company as a temporary employee;


(b)	a person who the Company classifies as an independent contractor but who is reclassified by a court or governmental agency (through a settlement, judgment or otherwise) as a common law employee; or


(c)	an Employee who is eligible for another annual or short-term incentive plan offered by Weyerhaeuser Company or any of its subsidiaries.

The Compensation Committee may designate any other Employee of the Company or any other person as eligible to participate in the Plan. Eligibility to participate in the Plan does not entitle any Employee to participate in the Plan or to receive a Bonus Award in any specific amount for any Award Year.

4. Target Bonus Percentage and Amount

The Company assigns Employee positions within the Company a target bonus percentage for each Award Year expressed as a percentage of Base Salary. The target bonus percentage is fixed for each Participant as of December 31 of each Award Year, without regard to any position changes during the Award Year, except as approved by the Compensation Committee.

A Participant’s target bonus amount for the Award Year is calculated by multiplying his or her target bonus percentage by his or her Base Salary. Overtime paid during the year to a Participant who is a non-exempt salaried Employee will be added to his or her Base Salary for purposes of calculating his or her target bonus amount.

The target bonus amount for a new Participant during the Award Year will be prorated on a time-in-eligible position basis. The target bonus amount for a Participant whose employment terminates during the Award Year will be calculated on a time-in-eligible position basis, but only if such termination is for any of the following reasons as classified by the Company: death, Disability, facility closure, health reasons, reduction in force, sale of facility or Retirement. A Participant whose employment terminates during the Award Year for any other reason will be ineligible for a Bonus Award.

5. Funding, Allocation and Individual Bonus Awards

Financial Performance Metrics - No later than 90 days following the beginning of each Award Year, the Compensation Committee will establish an annual funding schedule for each Business Group, which will consist of the Financial Funding Curves performance levels for threshold, target and maximum funding of the financial target weighting portion of the Plan. The Financial Funding Curves performance measures may be based on the Business Group’s RONA, Funds From Operations, or other objective business measures established by the Compensation Committee (“ Financial Performance Metrics ”). The factors considered by the Compensation Committee in setting the required Financial Funding Curves performance levels may include, but are not limited to, dividend requirements, interest, cost of capital, and relative performance compared to appropriate peer groups.

Controllable Business Metrics - No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the Business Metric Funding Curves that will be used to measure the “Low Achieves,” “Achieves” and “Exceeds” performance of each Business Group during an Award Year for the controllable business metrics weighting portion of the Plan. The controllable business metrics will be measurable metrics that may include, but are not limited to, measures such as relative competitive performance, cash generation, earnings improvement, cost reduction and people development (“ Controllable Business Metrics ”).

Funding Multiples - No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the Funding Multiple that will be applied for each performance level on the Financial Funding Curves and the Business Metric Funding Curves. For example, the Funding Multiples for an Award Year may be represented in a schedule such as the following:



Financial Performance Metrics		Controllable Business Metrics
Threshold	0.2x	Low Achieves (Threshold)	0.5x
Target	1.0x	Achieves	1.0x
Maximum	2.0x	Exceeds	2.0x

Business Group Funding Amount - The total funding amount for all Bonus Awards will be calculated separately for each Business Group at the end of each Award Year. One portion of the total funding amount will be determined based on the Financial Performance Metrics achieved by the Business Group at the end of the Award Year multiplied by the appropriate Funding Multiple approved for the Financial Funding Curves. The second portion of the total funding amount will be determined based on the assessment of the performance of the Business Group against its Controllable Business Metrics for the Award Year, multiplied by the appropriate Funding Multiple approved for the Business Metric Funding Curves. The performance of the Business Group against its Controllable Business Metrics will be determined by the Chief Executive

Officer of the Company and other designated members of the Senior Management Team. No later than 90 days following the beginning of each Award Year, the Compensation Committee will approve the weighting percentages for the portion of the total funding amount attributable to the Financial Performance Metrics and the Controllable Business Metrics, respectively. The total funding amount for the Business Group will be the Business Group funding amount multiplied by the aggregate target bonus amounts of all Participants in the Business Group.

Corporate Group Funding Amount - The total funding amount for Bonus Awards for each Award Year will be calculated for the Corporate Group at the end of each Award Year based on the weighted average of the three separate Business Group Funding Amounts (i.e., Timberlands, Cellulose Fibers and Wood Products) as approved by the Compensation Committee.

Allocation of Total Corporate Group Funding Amount - The total Corporate Group funding amount for the Award Year will be allocated among each Organization within the Corporate Group based on the ratio of (i) the sum of the target bonus amounts of all Participants who are members of each such Organization, multiplied by the appropriate Funding Multiple, to (ii) the total Corporate Group funding amount for the Award Year.

Funding Amounts for Certain Executive Officers - Bonus Awards for the Chief Executive Officer, and for each executive officer to whom other executive officers report or who does not have either a Business Group or Organization reporting directly to him or her, will be determined based on the weighted average of the three separate Business Group Funding Amounts (i.e., Timberlands, Cellulose Fibers and Wood Products) as approved by the Compensation Committee.

Change of Business Group or Organization - Any Participant who transferred from one Business Group or Organization to another Business Group or Organization during the Award Year will be included in the Business Group or Organization to which the Participant is assigned as of the last day of the Award Year, except as approved by the Compensation Committee.

Individual Bonus Awards - The senior officer of each Business Group or Organization will recommend a Bonus Award amount, if any, for each Participant in his or her Business Group or Organization. The maximum Bonus Award that may be recommended for any Participant with respect to the Award Year is three times the Participant’s target bonus amount. The sum of all recommended individual Bonus Awards within the Business Group or Organization may not exceed the Business Group or Organization’s allocated funding amount. A Participant’s recommended Bonus Award may be based on the individual’s performance, plant or department performance, or other relevant factors determined by the senior officer in his or her sole discretion.

6. Approval of Awards

The Compensation Committee will approve all Bonus Awards for each executive officer and the total funding amount for each Business Group and Organization. In approving any Bonus Award, the Compensation Committee reserves the right to decrease or, subject to Section 13, increase, the recommended Bonus Award for performance or any other reason. For all other Participants, the Chief Executive Officer and/or Senior Vice President, Human Resources (or

similar position) will approve all Bonus Awards based on the individual Bonus Award recommendations made by the applicable senior officers pursuant to Section 5. In approving any Bonus Award for Participants other than the executive officers, the Chief Executive Officer and/or Senior Vice President, Human Resources (or similar position) reserve the right to increase or decrease the recommended Bonus Award for performance or any other reason.

7. Timing of payments and approvals

Payments of Bonus Awards will be made as soon as administratively reasonable after the last day of each Award Year, but in no event later than the immediately next March 15. Some Participants may be eligible to defer Bonus Award payments. The availability and terms and conditions of any such deferral are determined by the Weyerhaeuser Company Deferred Compensation Plan.

All payments of Bonus Awards will be made in cash in a single sum and subject to appropriate tax and other required withholding and reporting. Bonus Award payments will be managed, processed and tracked by the Compensation and Benefits Department.

Any Bonus Award remaining unpaid due to the death of a Participant will be paid to the Participant’s legal representative or to a beneficiary designated by the Participant in accordance with rules established by the Compensation Committee.

8. Right to amend or terminate

Weyerhaeuser Company reserves the right to amend or terminate the Plan at any time without prior notice to any Participant. The Plan will be deemed to be amended, and any Bonus Awards will be deemed to be modified, to the extent permitted by and necessary to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), so as to avoid or mitigate any adverse tax consequences to Weyerhaeuser Company, its subsidiaries or Participants under Section 409A. Weyerhaeuser Company and its subsidiaries do not make any representations, and will not be liable for any taxes or other losses, with respect to Section 409A.

9. Continuation rights

No Participant or his or her legal representatives, beneficiaries or heirs will have any right or interest in the Plan or in its continuance, or in the Participant’s continued participation in the Plan.

10. Plan administration

The Compensation Committee is responsible for the administration of the Plan. The Compensation Committee has sole discretion to construe and interpret the provisions of the Plan, to adopt rules and administrative procedures in connection with the Plan, and to make all final determinations regarding eligibility and benefits under the Plan. The Compensation Committee may delegate some or all administrative responsibility and functions to such other person or persons as it may determine from time to time. The Plan is intended to be exempt from the requirements of Section 409A and will be interpreted and administered accordingly.

11. Miscellaneous

Bonus Award payments will be treated as compensation for purposes of other benefits maintained by the Company only to the extent provided under the terms of the governing documents for such other benefits.

Nothing in the Plan will be construed to limit the right of the Company to establish, alter or terminate any other forms of incentives or other compensation or benefits.

The existence of the Plan does not extend to any Participant a right to continued employment with the Company.

Any Bonus Award paid under the Plan is an unfunded obligation of the Company. The Company is not required to segregate any monies from its general funds, to create any trust or to make any special deposits with respect to this obligation. The creation or maintenance of any account with the Company’s general funds with respect to the Plan shall not create or constitute a trust or create any vested interest in any Participant or his or her beneficiary or creditors in any assets of the Company. No right or interest conferred on any Participant pursuant to the Plan shall be assignable or transferable, either by voluntary or involuntary act or by operation of law.

Regardless of the location of any Participant or Employee, the Plan will be governed by the laws of the State of Washington, other than its conflict of laws principles.

12. Clawback Policy

The Plan is subject to the terms and conditions of the Weyerhaeuser Company Incentive Compensation Clawback Policy, as now in effect or hereinafter amended.

13. Awards subject to Section 162(m) provisions

Notwithstanding any other provision of the Plan, the Compensation Committee may determine to cause Bonus Awards to certain Participants for an Award Year to be subject to a formula-based maximum award amount intended to qualify the Bonus Award as “performance-based compensation” within the meaning of Section 162(m). In that case, the Bonus Award under this Plan for each such Participant shall be considered a cash award under the LTIP and the LTIP Section 162(m) provisions and shall be subject to such provisions. Any such maximum Bonus Award amount shall be determined based on objective performance criteria established by the Compensation Committee within the first 90 days of the Award Year and shall otherwise satisfy the requirements of the LTIP Section 162(m) Provisions. The actual Bonus Award for a Participant shall then be determined under the provisions of this Plan other than this Section 13, which may result in a Bonus Award that is less than the maximum Bonus Award amount determined under the objective performance criteria established for the Award Year under this Section 13 and the LTIP Section 162(m) Provisions. In no event shall the Bonus Award exceed the maximum Bonus Award amount applicable under this Section 13 and the LTIP Section 162(m) Provisions.

Exhibit 10.2

WEYERHAEUSER COMPANY

2013 LONG-TERM INCENTIVE PLAN

2015 PERFORMANCE SHARE AWARD

TERMS AND CONDITIONS (U.S.)

Pursuant to your Grant Notice (the “Grant Notice”) and these Performance Share Award Terms and Conditions, Weyerhaeuser Company has granted to you under its 2013 Long-Term Incentive Plan (the “Plan”) the number of Performance Share Awards (“Awards”) indicated in your Grant Notice at the market value indicated in your Grant Notice (the “Grant”). The Grant was made as of the date of the Compensation Committee action authorizing the Grant (the “Grant Date”). You may decline this Grant by notifying the Compensation and Benefits Department at bened@weyerhaeuser.com within one month of the Grant Date. If you decline this Grant, you will not be entitled to any award, benefit, or other compensation in lieu thereof.

Capitalized terms used but not defined in this document have the definitions given to such terms in the Plan. Awards represent the Company’s unfunded and unsecured promise to issue shares of Company Common Stock to you at a future date based upon satisfaction of certain performance criteria, subject to the terms of this document and the Plan. You have no rights to or under the Awards other than the rights of a general unsecured creditor of the Company. In addition, the Awards have the following terms and conditions:

1. Earning and Vesting of Awards . You will earn the Awards granted to you only if the Company achieves certain business targets over a three-year performance period and, except as otherwise provided in Section 3, you remain employed by the Company or Related Company through the end of the performance period. The performance period begins on January 1 of the year the Awards are granted and ends on December 31 of the second year following the year of the grant. For example, for Awards granted in 2015 the three-year performance period will be January 1, 2015 through December 31, 2017. You will earn the level of Awards shown in the table below based on the Company’s performance in achieving the specified business targets. All Awards will be earned and vest on the third anniversary of the Grant Date, subject to the Compensation Committee certifying achievement of the business targets.



TSR Percentile Rank	Payout % of Target Awards
< 25 ^th percentile	0%
25 ^th percentile	50%
50 ^th percentile	100%
≥75 ^th percentile	150%

Note: Payout percentages for TSR performance above the 25 ^th percentile will be linearly interpolated between percentiles with a maximum of 150%.

The business targets to be measured will be Weyerhaeuser Company’s total shareholder return (“TSR”) over the three-year performance period measured against (1) TSR for the Standard & Poor’s 500 index of companies and (2) TSR for an industry peer group of companies. Each business target (i.e., TSR versus S&P 500 and TSR versus industry peer group) will be weighted 50% in determining earned Awards. TSR measures the percentage change in share price from the beginning of the performance period to the end of the performance period and assumes immediate reinvestment of dividends when declared at the closing share price on the date declared. A list of the companies included in the industry peer group is attached as Exhibit A . The maximum number of shares that can be earned under a Grant is 150% of target.

All determinations with respect to Awards will be made by the Compensation Committee, including determinations as to TSR and the level of Awards earned. The Compensation Committee shall make adjustments to the constituent companies in the S&P 500 and in the industry peer group based on certain changes to such companies (e.g., with respect to corporate events such as merger, tender offer, liquidation or other significant events) in accordance with policies and procedures adopted by the Compensation Committee during the first 90 days of the performance period.

2. Conversion of Awards and Issuance of Shares. Upon vesting of Awards in accordance with Section 1, one share of Company Common Stock shall be issued for each earned Award that vests on such date (the “Shares”), subject to the terms of the Plan and this document. The Company will subtract from the vested Shares the whole number of Shares necessary to satisfy any required Tax Withholding Obligations as described in Section 9, and transfer the balance of the vested Shares to you. No fractional shares of Common Stock shall be issued under this Grant. The delivery of vested Shares shall occur as soon as practicable after the vesting date specified in Section 1, but in all events by a date which is within 30 days following such date.

3. Termination of Employment; Death; Disability; Change in Control. In the event of your termination of employment, death or Disability or a Change in Control while Awards are outstanding, the following vesting and payment provisions will apply. Within 30 days following each applicable release date specified below, one share of Company Common Stock will be issued for each earned Award that is scheduled for release on such date, subject to the terms of the Plan and this document, and subject to any Tax Withholding Obligations as described in Section 9 hereof.

(a) Termination of Employment at Age 62. If you terminate employment at age 62 or older (such termination being referred to herein as “retirement”), and if clause (ii) in the second paragraph of Section 3(f) is not applicable, you will be entitled to receive all or a portion of your earned Awards as set forth below, to be released on the same dates as provided for in Sections 1 and 2. Specifically, your earned Awards will be released according to the following schedule:

i. If your retirement occurs on or after the one-year anniversary of the Grant Date, your Awards will continue to be earned and paid in accordance with the provisions of Section 1 and Section 2 based on actual performance results for the applicable

performance period, notwithstanding your termination of employment before the vesting date.

ii. If your retirement occurs before the one-year anniversary of the Grant Date, the number of Awards will be pro-rated based on the number of months you worked after the Grant Date. The number of Awards will be calculated by multiplying (x) the actual number of Awards earned as of the end of the three-year performance period by (y) a fraction, the numerator of which is the number of months worked after the Grant Date (and before your retirement) and the denominator of which is 12. The remaining Awards will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards. The earned pro-rated Awards will vest and be released as provided in Sections 1 and 2 above.

(b) Termination of Employment Due to Job Elimination. If your employment is involuntarily terminated due to the elimination of your position with the Company or any Related Company, and if clause (ii) in the second paragraph of Section 3(f) is not applicable, your Awards will continue to vest as provided in Section 1 for one year following your termination and your earned and vested Awards will be released as provided in Section 2. The remaining unvested portion of your Awards as of the one-year anniversary of your termination date will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards. For example, if your termination occurs more than one year before the scheduled vesting date (i.e., the third anniversary of the Grant Date), then all Awards with respect to that performance period will be forfeited and no Shares will be issued or issuable with respect to such forfeited Awards.

(c) Termination of Employment for Other Reasons. If your employment is terminated before any of your Awards are earned and vest as provided in Section 1 and none of the other provisions of this Section 3 apply, any Awards that are not vested on the date of your termination are immediately forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.

(d) Termination of Employment for Cause. If your employment is terminated for Cause (defined below), then notwithstanding anything to the contrary herein, including but not limited to Section 3(a), any outstanding Awards will be immediately forfeited at the time the Company or Related Company first notifies you of your termination for Cause and no Shares will be issued or issuable with respect to such forfeited Awards. In addition, if your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, payment of all outstanding Awards may be suspended during such period of investigation to the extent permissible under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (“Section 409A”). If, at the conclusion of such investigation, your employment or service relationship is terminated for Cause, all outstanding Awards shall be immediately forfeited as provided above and you shall be required to promptly repay to the Company any Shares relating to such Awards that were previously paid to you during the period of investigation. If any facts that would constitute termination for Cause are discovered after your termination of service, any outstanding Awards may be immediately terminated by the Compensation Committee.

“Cause” means: (i) willful and continued failure to perform substantially your duties with the Company or any Related Company after the Company or Related Company delivers to you written demand for substantial performance specifically identifying the manner in which you have not substantially performed your duties; (ii) conviction of a felony; or (iii) willfully engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or any Related Company.

(e) Death or Disability. In the event of your death or Disability while actively employed, your Awards will continue to be earned and paid in accordance with the provisions of Section 1 and Section 2 based on actual performance results for the applicable performance period, notwithstanding your termination of employment before the vesting date. In the event of your death, payment will be made to your estate.

(f) Change in Control. If a Change in Control occurs before the end of the three-year performance period, the target performance level (i.e., 50 ^th percentile) will be deemed to have been achieved and you will be deemed to have earned a payout percentage of 100% of your target Awards.

Following a Change in Control, your earned Awards will vest as set forth in Section 1 and be released as set forth in Section 2, subject to the following provisions of this Section 3(f): (i) your then-outstanding earned Awards will immediately fully vest as of the effective date of the Change in Control in the event that the Awards are not assumed, converted or replaced by the successor entity to the Company, and, to the extent permissible under Section 409A, will be released as of such date if such Change in Control qualifies as a “change in control event” for purposes of Treas. Reg. § 1.409A-3(i)(5) (or successor provisions); and (ii) subject to Section 15, your earned Awards will immediately fully vest and be released as of the date of your separation from service (as defined in Treas. Reg. §°1.409A-1(h) (or successor provisions)), provided that such separation from service occurs within 24 full calendar months following the effective date of the Change in Control and is either an involuntary separation by the Company (which term includes, for purposes of this Section 3(f), any Related Company and any successor entity) other than for Cause (as defined above in Section 3(d)) or a voluntary separation by you for Good Reason.

“Good Reason” means, without your express written consent, the occurrence of any one or more of the following events:

i. a material reduction in your authority, duties, or responsibilities existing immediately prior to the Change in Control;

ii. within 24 months following a Change in Control, the Company’s requiring you to be based at a location that is at least 50 miles farther from your primary residence immediately prior to a Change in Control than is such residence from the Company’s headquarters immediately prior to a Change in Control, except for required travel on the Company’s business to an extent substantially consistent with your business obligations as of the Grant Date;

iii. a material reduction by the Company of your base salary as in effect immediately prior to the Change in Control;

iv. a material reduction in the benefits coverage in the aggregate provided to you immediately prior to the Change in Control; provided, however, that reductions in the level of benefits coverage will not be deemed to be “Good Reason” if your overall benefits coverage is substantially consistent with the average level of benefits coverage of other executives who have positions commensurate with your position at the acquiring company; or

v. a material reduction in your level of participation, including your target-level opportunities, in any of the Company’s short- and/or long-term incentive compensation plans in which you participate as of the Grant Date (for this purpose a material reduction shall be deemed to have occurred if the aggregate “incentive opportunities” are reduced by 10% or more), or a material increase in the relative difficulty of the measures used to determine the payouts under such plans; provided, however, that reductions in the levels of participation or increase in relative difficulty of payout measures will not be deemed to be “Good Reason” if your reduced level of participation or difficulty of measures in each such program remains substantially consistent with the level of participation or difficulty of the measures of some or all other executives who have positions commensurate with your position at the acquiring company.

In no event will your resignation be for Good Reason unless: (A) an event set forth above has occurred and you provide the Company with written notice thereof within 30 days after you have knowledge of the occurrence or existence of such event, which notice specifically identifies the event that you believe constitutes Good Reason; and (B) the Company fails to correct the event so identified in all material respects within 30 days after receipt of such notice.

4. Dividends. Except as otherwise specifically provided in this document, you will not be entitled to any rights of a shareholder with respect to any outstanding Awards. Notwithstanding the foregoing, if the Company declares and pays dividends on Common Stock during the time period when Awards are outstanding, you will be credited with additional amounts for each Award equal to the dividend that would have been paid with respect to such Award if it had been an actual share of Common Stock, which amount shall remain subject to any restrictions (and as determined by the Administrator may be reinvested in Awards or may be accrued as cash with or without interest) and shall vest and be paid concurrently with the vesting and payment of the Awards upon which such dividend equivalent amounts were paid based on actual performance results.

5. No Rights as Shareholder until Vesting and Issuance of Shares. You will not have any voting or any other rights as a shareholder of the Common Stock with respect to the outstanding Awards. Upon vesting of the Awards and issuance of shares of Common Stock, you will obtain full voting and other rights as a shareholder of the Company.

6. Securities Law Compliance. Notwithstanding any other provision of this document, you may not sell the Shares acquired upon vesting and issuance of the Awards unless such Shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such Shares are not then so registered, such sale is exempt from the registration requirements of the Securities Act. The sale of such Shares must also comply with other applicable laws and regulations governing the Shares and you may not

sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.

7. Non-Transferability of Awards. Notwithstanding any other provision of this document, you may not sell, pledge, assign, hypothecate, transfer or dispose of your Awards in any manner prior to the distribution to you of shares of Company common stock in respect of such Awards. Awards shall not be subject to execution, attachment or other process. Notwithstanding the foregoing, pursuant to Section 3(e), Shares may be issued to your estate in the event of your death.

8. Independent Tax Advice. Determining the actual tax consequences of receiving or disposing of the Awards and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and also may depend on the resolution of currently uncertain tax law and other variables not within the control of the Company. You should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of receiving or disposing of Awards and Shares. You are encouraged to consult with a competent tax advisor independent of the Company to obtain tax advice concerning the receipt, vesting or disposition of the Awards or Shares in light of your specific situation.

9. Taxes and Withholding. You are ultimately liable and responsible for all taxes owed in connection with the Awards, including federal, state, local, FICA, or foreign taxes of any kind required by law, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Awards. The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the Grant or vesting of the Awards or the subsequent sale of Shares issuable pursuant to the Awards. The Company does not commit and is under no obligation to structure the Awards to reduce or eliminate your tax liability.

When an event occurs in connection with the Awards (e.g., vesting) that the Company determines results in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (a “Tax Withholding Obligation”), to the extent required by law, and to the extent permitted by Section 409A, the Company may retain without notice from Shares issuable under the Awards or from salary or other amounts payable to you, whole Shares or cash having a value sufficient to satisfy your Tax Withholding Obligation.

The Company may refuse to issue any Shares to you until your Tax Withholding Obligation is satisfied. You should be aware that, in accordance with the Plan, a delay in satisfying your Tax Withholding Obligation could cause a forfeiture of the Shares.

10. Grant Not an Employment or Service Contract . Nothing in the Plan or any Award granted under the Plan will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without cause.

11. No Right to Damages . You will have no right to bring a claim or to receive damages if any portion of the Grant is forfeited. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of your termination of service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

12. Binding Effect . The terms and conditions of this Grant will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

13. Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation . (a) All Awards under the Plan are discretionary in nature and may be suspended or terminated by the Company at any time. (b) Each Grant is a one-time benefit that does not create any contractual or other right to receive future grants of Awards. (c) All determinations with respect to any such future grants, including, but not limited to, the times when grants will be made, the number of Awards subject to each grant, the grant price, vesting and other terms applicable to the grant, and the time or times when each grant will be exercisable, will be at the sole discretion of the Company. (d) Your participation in the Plan is voluntary. (e) The value of the Grant is an extraordinary item of compensation that is outside the scope of your employment contract, if any. (f) The Grant is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. (g) Except as may otherwise be explicitly provided in the terms and conditions of this Grant, the vesting of the Grant ceases upon your termination of employment for any reason and any unvested Awards will be forfeited. (h) The future value of the Shares underlying the Grant is unknown and cannot be predicted with certainty. (i) The Compensation Committee may determine that Grants to you are subject to a formula-based maximum award amount intended to qualify your Awards as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. In that case, your Awards shall be subject to the Section 162(m) provisions set forth in Section 15 of the Plan and shall not exceed the maximum amounts applicable under such Section 162(m) provisions.

14. Employee Data Privacy . By accepting this Grant, you: (a) authorize the Company (and your employer, if different, and any agent of the Company administering the Plan or providing Plan recordkeeping services) to disclose to the Company or any of its affiliates, and their respective agents in connection with administering the Plan, any information and data the Company requests (including personal data) in order to facilitate the grant of the Award and the administration of the Plan; (b) agree that the Company (and your employer, if different, and any of their respective agents in connection with administering the Plan) may act as a data controller and/or data processor with respect to such information and data and waive to the maximum extent permissible by law any data privacy rights you may have with respect to such information and data; and (c) authorize the Company and its agents to store and transmit such information, including in electronic form, to its affiliates or agents in any country (including countries which may not provide for data protection equivalent to the United States).

15. Compliance with Section 409A . To the extent that the Company determines that the Awards are subject to Section 409A, these Terms and Conditions will be interpreted and administered in such a way as to comply with the applicable provisions of Section 409A to the

maximum extent possible. In addition, if the Awards are subject to Section 409A and you must be treated as a “specified employee” within the meaning of Section 409A, any payments made on account of your separation from service for purposes of Section 409A will be made at the time specified above in these Terms and Conditions or, if later and to the extent required by Section 409A, on the date that is six months and one day following the date of your separation from service. To the extent that the Company determines that the Awards are subject to Section 409A and fail to comply with the requirements of Section 409A, the Company reserves the right (without any obligation to do so) to amend, restructure, terminate or replace the Awards in order to cause the Awards to either not be subject to Section 409A or to comply with the applicable provisions of Section 409A.

Exhibit A

Industry Peer Group Companies

Boise Cascade Company (BCC)

Canfor Corporation (CFP)

Catchmark Timber Trust, Inc. (CTT)

Deltic Timber Corporation (DEL)

Domtar Corporation (UFS)

International Paper Company (IP)

Louisiana-Pacific Corporation (LPX)

MeadWestvaco Corporation (MWV)

Plum Creek Timber Company (PCL)

Potlatch Corporation (PCH)

Rayonier Inc. (RYN)

The St. Joe Company (JOE)

Universal Forest Products, Inc. (UFPI)

West Frasier Timber Co. Ltd. (WFT)

Exhibit 10.3

WEYERHAEUSER COMPANY

2015 DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS



1.	Purpose	1

2.	Effective Date and Other Bonus Award Plans	1
	(a) Effective Date	1
	(b) Other Award Plans	1

3.	Applicable Law	2

4.	Definitions	2

5.	Eligibility	5

6.	Deferrals	5
	(a) Deferral Amounts	5
	(b) Election Procedure	6

7.	Accounts	7
	(a) Base Salary Deferrals	7
	(b) Cash Award Deferrals	7
	(c) Stock Equivalent Deferrals	7

8.	Payments	8
	(a) Base Salary Deferrals and Cash Award Deferrals	9
	(b) Stock Equivalent Deferrals	10

9.	General Payment Provisions	12
	(a) Cash Payment; Default Payment	12
	(b) No Acceleration	12
	(c) Unforeseeable Emergency	13
	(d) Segregation of Funds	14
	(e) Death Benefits	14
	(f) Withholding Payment	15
	(g) Incompetency	15

10.	Administration and Amendment of the Plan	15
	(a) Powers of the Administrator	16
	(b) Expenses of the Plan	16
	(c) Amendment and Termination	16
	(d) Participants' Rights	16

11.	Claims Procedure	16
	(a) Filing a Claim	17
	(b) Claim Review	17
	(c) Appealing a Claim Denial	18
	(d) Decision on Appeal	18

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - i -



	(e) Filing Suit	19
	(f) Claims Involving Applications for Unforeseeable Emergency Distributions	20
	(g) Disability Claims	20

12.	Miscellaneous	21
	(a) Rights Unsecured	21
	(b) Construction of Plan	21
	(c) Alienation Prohibited	22
	(d) Taxes	22
	(e) No Guaranty of Tax Consequences	22
	(f) Participant's Cooperation	22
	(g) Successors and Assigns	22
	(h) Applicable Law and Venue	23
	(i) Notice	23

Schedule A - Award Plans

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - ii -

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN


1.	Purpose . The purpose of this Weyerhaeuser Company 2015 Deferred Compensation Plan (the "Plan") is to:


(a)	give recognition, in addition to base salaries, to Participants who contribute significantly to the business success of the Company, thereby further ensuring that the Company will continue to benefit from a strong and able management;


(b)	permit Participants to defer receipt of any part or all of certain base salaries and incentive awards;


(c)	permit and encourage Stock Equivalent Participants to receive deferred Awards in Stock Equivalents, the growth in value of which should reflect better performance by the Company during the period of deferral; and


(d)	encourage Participants to remain in the service of the Company.


2.	Effective Date and Other Bonus Award Plans .


(a)	Effective Date . The Plan was most recently amended and restated effective as of November 1, 2010. This amendment and restatement is effective as of January 1, 2015 and applies to deferrals and distributions of Base Salary and Awards earned in 2015 and subsequent years.

(b)

Other Award Plans . All amounts deferred pursuant to the provisions of other bonus award plans and deferred compensation plans and not the Plan shall be paid in accordance with the provisions of such other plans. All references to the "Comprehensive Incentive Compensation Plan" in any other benefit plan, program or policy maintained by the Company for active employees on or after January 1, 2007 shall be deemed to refer to the “2015 Deferred

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 1 -


	Compensation Plan” (or, with respect to periods prior to the Effective Date of this Plan, the “2011 Deferred Compensation Plan” or the "Deferred Compensation Plan").

Applicable Law . The Company intends that the Plan will constitute, and will be construed and administered as, an unfunded plan of deferred compensation for a select group of management or highly compensated employees within the meaning of ERISA and the Code. In addition, the Plan is intended to comply with Section 409A and any official guidance issued thereunder. Notwithstanding any other provision of the Plan, the Plan shall be interpreted, operated and administered in a manner consistent with this intention to the extent the Administrator deems necessary to comply with the requirements of Section 409A and any official guidance issued thereunder and to avoid the imposition of any penalty thereunder. In addition, notwithstanding anything in Paragraph 10(d) to the contrary, the Plan shall be deemed to be amended, and any deferrals and distributions hereunder shall be deemed to be modified, to the extent necessary to comply with such requirements of Section 409A.


4.	Definitions .


(a)	"Administrator" means the President and Chief Executive Officer of Weyerhaeuser Company or his or her delegate.


(b)	"Award" means the amount of incentive bonus granted to a Participant for an Award Year as determined under the terms of an Award Plan.


(c)	"Award Plan" means each incentive compensation plan listed in Schedule A hereto.


(d)	"Award Year" means the fiscal or calendar year in which the service is performed for which a Participant earns an Award. For an Award involving a multiyear performance period, Award Year means the applicable performance period.

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2015 DEFERRED COMPENSATION PLAN - 2 -


(e)	"Base Salary" means a Participant's annual rate of pay for the applicable calendar year, excluding all other pay elements (such as bonus payments and relocation allowances).


(f)	"Base Salary Deferral" means the portion of Base Salary deferred under the Plan, with interest.


(g)	"Cash Award Deferral" means the portion of an Award deferred under the Plan in the form of cash, with interest.


(h)	"Code" means the Internal Revenue Code of 1986, as amended.


(i)	"Committee" means the Compensation Committee of the Board of Directors of Weyerhaeuser Company.


(j)	"Company" means Weyerhaeuser Company and includes, where indicated by the context, each of its majority-owned U.S. subsidiaries and affiliates which participate in the Plan as of the Effective Date or with the approval of the Administrator.


(k)	"Disability" means a medical condition in which a Participant is either entitled to total and permanent disability benefits under the Social Security Act or judged to be totally and permanently disabled by the Administrator.


(l)	"Effective Date" has the meaning set forth in Paragraph 2(a).


(m)	"Eligible Employee" means any Employee who is eligible to participate in the Plan under the terms of Paragraph 5.


(n)	"Employee" means any person who is classified by the Company as actively employed by the Company and who is compensated on a salaried basis (exempt or non-exempt) as reflected on the Company's payroll records, but excluding any such person who is reclassified by a court, governmental agency or the Company as a common law employee of the Company.

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 3 -


(o)	"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


(p)	"Participant" generally means an Eligible Employee who has deferred Base Salary or an Award under the Plan, but under no circumstances shall any member of the Committee be deemed to be a Participant hereunder.


(q)	"Plan" has the meaning set forth in Paragraph 1.


(r)	"Price per share" means the closing price of the common stock of the Company on the New York Stock Exchange on the Trading Day in question.


(s)	"Retirement" means a Separation from Service with the Company constituting a "Retirement" as defined in the Weyerhaeuser Company Pension Plan.


(t)	"Section 409A" means Code Section 409A and regulations and other guidance promulgated thereunder.


(u)	"Separation from Service" has the meaning set forth under Section 409A and generally includes a Participant's termination of employment with Weyerhaeuser Company and all of its majority-owned subsidiaries.

(v)

"Specified Employee" means a Participant who, as of the date of the Participant's termination of employment for any reason, is a key employee of the Company. A Participant is a key employee if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a Specified Employee identification date of December 31. If a Participant is a key employee as of such December 31, the Participant shall be treated as a Specified Employee for the entire 12-month period beginning on the next following April 1.

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 4 -


(w)	"Stock Equivalent" means a deferred unit of an account that is equivalent in value to one share of common stock of the Company.


(x)	"Stock Equivalent Deferral" means the portion of the Award deferred under the Plan in the form of Stock Equivalents, increased or decreased by a reference to the market price and dividend history of shares of common stock of the Company.


(y)	"Stock Equivalent Participant" means an Employee designated by the Administrator as eligible for a Stock Equivalent Deferral.


(z)	"Trading Day" means a day that the New York Stock Exchange is open for business.

(aa)

"Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from a sudden or unexpected illness or accident of the Participant, the Participant's spouse or dependent (as defined in Code Section 152(a)), loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in accordance with Section 409A.


5.	Eligibility . The Administrator shall determine each Employee’s eligibility to participate in the Plan. Each Employee determined to be eligible by the Administrator shall be an Eligible Employee as of the date of determination.


6.	Deferrals .


(a)	Deferral Amounts . A Participant may elect to defer receipt of (i) a percentage (which is no less than 10% and no more than 50%) of his or her Base Salary otherwise payable during a calendar year and/or (ii) a percentage (which is no less than 10% and no more than 100%) of an eligible Award.

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 5 -


(b)	Election Procedure .

(i)

General . A Participant shall notify the Administrator in writing during an election period (at such time and pursuant to such procedures as determined and communicated by the Administrator) prior to the beginning of each applicable calendar year or Award Year. The election for a Stock Equivalent Participant who has elected to defer an Award shall include a choice between Cash Award Deferrals or Stock Equivalent Deferrals. The election shall specify the timing and form of payments to the extent provided in this Paragraph and Paragraph 8, and the election shall be irrevocable according to its terms but in any case cannot be revoked later than the day immediately prior to the applicable calendar year or Award Year.

(ii)

Newly Eligible Employees . Upon initial eligibility for the Plan, an Eligible Employee may begin participation by submitting the election referred to in subparagraph (i) above to the Administrator within 30 days of the date the Eligible Employee became eligible to participate in the Plan. Such election shall only be effective for the deferral of compensation paid for services to be performed after the election. If no deferral election is submitted within this 30-day period, the Eligible Employee shall next be eligible to participate beginning January 1st of the next following calendar year or Award Year and must submit a deferral election in accordance with subparagraph (i) above. This subparagraph shall not apply to any Employee who, though newly eligible to participate in the Plan, was previously eligible to participate in the Plan or any comparable arrangement under Section 409A, at any time during the 24-month period ending on the date the Employee again became eligible to participate in the Plan, other than participation in the form of the accrual of earnings.

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 6 -


7.	Accounts .


(a)	Base Salary Deferrals . All amounts deferred under the Base Salary Deferral shall be credited to the Participant's account on the day they would otherwise have been paid in cash. Interest shall thereafter accrue on Base Salary Deferrals at a rate to be designated from time to time by the Committee through the payment date. Interest shall be compounded monthly.

(b)

Cash Award Deferrals . All amounts deferred as a Cash Award Deferral shall be credited to the Participant's account as of the end of the Award Year with respect to which the deferred Award was made. Interest shall accrue on the Cash Award Deferrals at a rate to be designated from time to time by the Committee commencing with the first day of the calendar year following the Award Year and through the payment date. Interest shall be compounded monthly.


(c)	Stock Equivalent Deferrals .


(i)	General . All amounts deferred as a Stock Equivalent Deferral shall be credited to the Stock Equivalent Participant's account promptly following the determination of deferred units in accordance with subparagraph (iii) below. The minimum deferral period for Stock Equivalent Deferrals is five years. The minimum deferral period shall begin on January 1 of the year following the Award Year.

(ii)

Premiums . Stock Equivalent Participants' accounts shall be credited with a premium based on an Award deferred in the form of Stock Equivalents. The premium shall be calculated by multiplying the amount of an Award deferred in the form of Stock Equivalents by a multiple to be determined by the Committee on an annual basis. The premium shall be credited to each such Participant's account as Stock Equivalents and credited at the same time as the related deferred Award. The premium, including any appreciation and dividend equivalents thereon, shall be forfeited if such Participant's

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 7 -

employment with the Company terminates prior to completing the minimum five-year deferral period unless such termination (A) is due to death, Disability or Retirement or (B) is a “Qualifying Termination” following a “Change in Control” (as such terms are defined in the Executive Change in Control Agreement (Tier I) or Top Management Change in Control Plan (Tier II), each as in effect on the date of the Participant’s termination, and limited to Participants who are covered by such Agreement or Plan).

(iii)

Number of Deferred Units . To determine the number of deferred units or fractions thereof credited to a Stock Equivalent Participant's account, the amount of Stock Equivalent Deferrals and any premium shall be divided by the median closing price per share of Company stock for the last 11 Trading Days of January in the year following the Award Year. In the event, at any time or from time to time, of a stock dividend, stock split, reverse stock split, combination or exchange of shares, recapitalization, merger, consolidation, or other change in the Company's structure, the Committee shall make proportional adjustments in the number of Stock Equivalent units credited to a Stock Equivalent Participant’s accounts. Any such adjustments made by the Committee shall be conclusive and binding for all purposes of the Plan.

(iv)

Dividend Equivalents . Each Stock Equivalent unit credited to a Stock Equivalent Participant's account shall also be credited with an amount equivalent to each dividend declared on common shares of the Company. The amount of such dividend equivalents shall be divided by the closing price per share of common stock on the payable date for such dividend to determine the number of additional deferred units or fractions thereof credited to such Participant's account, which shall be credited to such account as of the payable date.


8.	Payments .

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 8 -


(a)	Base Salary Deferrals and Cash Award Deferrals .

(i)

Timing of Payment . Payment of Base Salary Deferrals and Cash Award Deferrals shall commence in the calendar year immediately following the year of a Separation from Service (generally in January of such calendar year). In no event shall payment on account of a Participant's Separation from Service be made earlier than six months after the date of such Separation from Service if the Participant is then a Specified Employee, in which case payment shall occur on the earliest date permitted by this subparagraph and Section 409A and interest shall continue to accrue pursuant to Paragraphs 7(a) and/or 7(b) until the payment date.

(ii)

Form of Payment . At the time of electing a Base Salary Deferral or a Cash Award Deferral, a Participant may elect payment in the form of a lump sum or in annual installments payable over a period of up to 10 years. If the Participant elects to have payment made in annual installments, the installments shall be paid in each calendar year during the installment period, generally in January (except that the first installment may be delayed in the case of a Specified Employee as provided in subparagraph (i) above). The amount of each installment payment 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 payment period, by the remaining installments plus accrued interest (e.g., 1/10th is paid in the first year of a 10‑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 10 years).


(iii)	Death of Participant . The above provisions are inapplicable in the case of the Participant's death, in which case the provisions of Paragraph 9(e) shall apply.

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 9 -


(b)	Stock Equivalent Deferrals .

(i)

Timing of Payment . Payment of amounts deferred as Stock Equivalent Deferrals shall commence in the calendar year immediately following the year of a Separation from Service (generally in February of such calendar year), subject to the minimum five-year deferral period for Stock Equivalent Deferrals described in Paragraph 7(c)(i) above. In no event shall payment on account of a Stock Equivalent Participant's Separation from Service be made earlier than six months after the date of such Separation from Service if the Stock Equivalent Participant is then a Specified Employee, in which case payment shall occur on the earliest date permitted by this subparagraph and Section 409A and, to the extent such six-month delay has not expired by the valuation date set forth in Paragraph 8(b)(ii), such account shall be transferred to the Plan's interest-bearing account described in Paragraph 7(a) at the time payment would have otherwise been made but for such six-month delay and interest shall accrue thereafter, compounded monthly, until paid. The value of the account at transfer shall be the price per share of the Common Stock of the Company as of the close of the Trading Day on the transfer date.

(ii)

Form of Payment . At the time of electing Stock Equivalent Deferrals, a Stock Equivalent Participant may elect payment in the form of a lump sum or in annual installments payable over a period of up to 10 years. If the Participant elects to have payment made in annual installments, the installments generally shall be paid in each calendar year during the installment period, generally in February (except that the first installment may be delayed in the case of a Specified Employee as provided in subparagraph (i) above). If installment payments must be delayed due to application of the minimum five-year deferral period for Stock Equivalent Deferrals, there shall be no

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 10 -

change to the number of installments elected by the Participant, but payment of such installments shall not commence until the calendar year following the end of the minimum deferral period, generally in February. The amount of each annual installment payment shall be computed by multiplying a fraction, the numerator of which is one and the denominator of which is the number of installments remaining, by the remaining portion of units credited to the Stock Equivalent Participant's account to determine the number of units for which payment is to be made. The number of units shall be multiplied by the median closing price per share of Company stock for the last 11 Trading Days of January of the payment date to determine the amount of cash to be paid.


(iii)	Death of Participant . The above provisions are inapplicable in the case of the Stock Equivalent Participant's death, in which case the provisions of Paragraph 9(e) shall apply but the minimum five-year deferral period shall not apply.

(iv)

Automatic Account Transfer . Subject to the forfeiture provision of Paragraph 7(c)(ii), upon the date of a Stock Equivalent Participant's Separation from Service for reasons other than death, Disability or Retirement, his or her account shall be automatically transferred to the Plan's interest-bearing account described in Paragraph 7(a) and interest shall accrue thereafter, compounded monthly, until paid. The value of the account at transfer shall be the price per share of the common stock of the Company as of the close of the Trading Day on the transfer date. No dividend equivalents shall accrue thereafter. Notwithstanding the transfer of a Participant’s account pursuant to this provision, payment of such account shall continue to be subject to the minimum five-year deferral period where applicable in accordance with this Paragraph 8(b).

WEYERHAEUSER COMPANY
2015 DEFERRED COMPENSATION PLAN - 11 -

(v)

Election at 60th Birthday . At any time after a Stock Equivalent Participant's 60th birthday, such Participant (or his or her beneficiary or beneficiaries) may irrevocably elect to establish and fix a firm price for some or all Stock Equivalents currently credited to such portion of his or her account to the extent such Stock Equivalents have satisfied the minimum five-year deferral period. The firm price shall then be the price per share of the common stock of the Company as of the close of the Trading Day on the date of the delivery of such election to the Plan's record keeper if delivered before the close of the New York Stock Exchange, or the next following Trading Day if delivered after the closing of the New York Stock Exchange. Interest at the rate described in Paragraph 7(b) shall thereafter be earned and compounded monthly. An election under this Paragraph shall not accelerate actual payment of the Stock Equivalent Participant's account.


9.	General Payment Provisions .

(a)

Cash Payment; Default Payment . All payments under the Plan shall be made in cash. If the Participant fails to make a valid election of a payment option, the payment shall be made in a single lump sum payment in the calendar year immediately following the year of the Participant’s Separation from Service (generally in January or February of such year, as applicable), except to the extent a six-month delay is required under Paragraph 8 with respect to a Participant who is a Specified Employee and subject to the applicable minimum deferral periods for Stock Equivalent Deferrals.


(b)	No Acceleration . The acceleration of the time or schedule of any payment due under the Plan is generally prohibited. Certain distributions under the Plan may be accelerated, however, to the extent expressly permitted under Section 409A.

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(c)	Unforeseeable Emergency . Payment of a Participant's accounts, other than with respect to Stock Equivalent Deferrals still subject to the five-year minimum deferral period, may be made to the Participant in the event of an Unforeseeable Emergency, subject to the following provisions:


(i)	A Participant may, while he or she remains an active Employee, make application to the Committee to receive a payment in a lump sum of all or a portion of his or her vested accounts because of an Unforeseeable Emergency;

(ii)

A payment because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such payment, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship);

(iii)

The Participant's request for a payment on account of an Unforeseeable Emergency must be made in writing to the Committee, supported by such evidence as the Committee may require and specify (A) the nature of the financial hardship, (B) the total amount requested to be paid from the Participant's vested accounts and (C) the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency;


(iv)	Payment on account of an Unforeseeable Emergency shall be made within 60 days following the receipt of the Participant's request. After 60 days, the Participant's request shall be deemed denied;


(v)	Payment shall be made from the Participant’s vested accounts in the following order: (A) first, from amounts attributable to Base Salary Deferrals and Cash Awards Deferrals, and (B) next, from amounts

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attributable to Stock Equivalent Deferrals that have satisfied the five-year minimum deferral period. With respect to each of these two categories, payment shall be made pro rata from all subaccounts within the category; and

(vi)

If payment is made to a Participant from amounts attributable to Stock Equivalent Deferrals that have satisfied the five-year minimum deferral period, such Stock Equivalent Deferrals shall be valued based on the price per share of the common stock of the Company as of the close of the Trading Day that next precedes the date on which the Committee approves such Participant’s application for payment.

A payment due to an Unforeseeable Emergency shall not affect any deferral election previously made by the Participant.


(d)	Segregation of Funds . The Company shall be under no obligation to segregate any deferred funds, and each Participant should realize that such unsegregated funds are subject to the claims of the Company's general creditors.


(e)	Death Benefits .

(i)

Payment Following Death of Participant . Notwithstanding anything in the foregoing provisions of the Plan to the contrary, in the event of the death of the Participant before the complete distribution of his or her account, the entire account shall be paid to the Participant’s beneficiary in the calendar year immediately following the year of the Participant’s death (generally in January and/or February of such year, as applicable). For this purpose, the Participant’s “account” refers to all of the Participant’s accounts under the Plan.


(ii)	Beneficiaries . A Participant may appoint a beneficiary or beneficiaries to receive payments of the Participant's account upon the Participant's death. The beneficiary appointment shall be made in a

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form to be supplied by the Administrator and may be revoked or superseded at any time by the Participant's written direction. In the absence of a proper appointment of a beneficiary, or if the appointed beneficiary or beneficiaries fail to survive the Participant, the Participant’s beneficiary shall be the Participant’s estate.

(f)

Withholding Payment . If the Administrator has any doubt as to the location of the Participant or the proper beneficiary hereunder, the Administrator shall have the right to direct the Company to withhold payment until the matter is finally adjudicated. Moreover, the Administrator may direct the Company to withhold payment if the Administrator reasonably anticipates that the payment will violate then current federal securities laws or other applicable law, provided that the payment shall be made at the earliest date at which the Administrator reasonably anticipates that the making of the payment will not cause such violation. Any payment made by the Company in good faith and in accordance with the terms of the Plan and the directions of the Administrator shall fully discharge any liability of the Company or the Plan with respect to such payment. This provision shall be applied in a manner which is consistent with Section 409A.

(g)

Incompetency . If the Administrator determines that a benefit under the Plan is to be paid to a minor, a person declared incompetent or a person incapable of handling the disposition of that person's property, then, until a claim for such benefit has been made by a duly appointed guardian or other legal representative, the Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person, or, solely in the case of a minor, to a custodian under the Uniform Gifts to Minors Act or similar statute. Any such payment shall be a payment for the account of the Participant or his or her beneficiary, as applicable, and fully discharge any liability of the Company or the Plan with respect to such payment.


10.	Administration and Amendment of the Plan .

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(a)

Powers of the Administrator . Full power and authority to construe and interpret the Plan and make all decisions regarding eligibility and benefits shall be vested in the Administrator, except as otherwise provided in Paragraph 10(c). Subject to Paragraph 11, decisions hereunder by the Administrator or any other authorized individual or entity shall be final, conclusive and binding on all parties, including Employees, Participants 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 Committee in its sole discretion may (i) amend, suspend or terminate the Plan and (ii) supplement or replace the Plan with or by other deferred compensation plans; provided, however , that no amendment to the provisions providing for the payment of compensation in the form of stock of the Company shall be effective unless approved by the shareholders of the Company to the extent such approval is required by applicable law. Notwithstanding the foregoing sentence, the Administrator in its sole discretion may also amend the Plan to the extent the Administrator determines necessary or advisable to (x) implement legally required changes or (y) incorporate administrative changes that will not result in a substantial adverse financial effect on the Company.

(d)

Participants' Rights . No amendment, suspension or termination of the Plan shall affect any Award already granted or any deferral already made, and in the event of any such change, any deferred compensation credited to a Participant's account shall be paid as provided herein. No Participant 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 compensation credited to his or her account. The Plan shall not be subject to any mistake of fact claim.


11.	Claims Procedure .

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(a)

Filing a Claim . A Participant or a beneficiary (the "Claimant"), or the authorized representative of either, who believes that the Participant or beneficiary has been denied benefits to which he or she is entitled under the Plan may file a written claim for such benefits with the Administrator. Any claim must be in writing and must contain the reason for making the claim, the facts supporting the claim, the amount claimed and the Claimant's name and his or her (or his or her authorized representative's) address.

(b)

Claim Review . Claims shall be decided by the Administrator, who will generally make his or her decision with respect to a claim and notify the Claimant (or his or her authorized representative) in writing of such decision within 90 days after receiving the claim. The Administrator may extend this 90-day period for an additional 90 days if he or she determines that special circumstances require additional time to process the claim. The Administrator shall notify the Claimant (or his or her authorized representative) in writing of any such extension within 90 days of receiving the claim. The notice will include the reasons why the extension is necessary and the date by which the Administrator expects to render his or her decision on the claim.

If the Participant's claim is partially or completely denied, the written notice to the Claimant (or his or her authorized representative) shall include:


(i)	The specific reason or reasons for the denial;


(ii)	Reference to the specific Plan provisions on which the denial is based;


(iii)	A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and


(iv)	A description of the Plan's claim appeal procedure (and the time limits applicable thereto), including a statement of the Claimant's

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	right to bring a civil action under Section 502(a) of ERISA following an adverse determination on appeal.

If a Claimant submits a claim in accordance with the procedure described above and does not hear from the Administrator within 90 days, the Claimant may consider the claim denied.


(c)	Appealing a Claim Denial . If a claim is partially or completely denied, the Claimant has the right to appeal the denial. To appeal a claim denial, the Claimant (or his or her authorized representative) must file a written request for appeal with the Administrator within 60 days after receiving written notice of the claim denial. This written request for appeal should include:


(i)	A statement of the grounds on which the appeal is based;


(ii)	Reference to the specific Plan provisions that support the claim;


(iii)	The reasons or arguments why the Claimant believes the claim should be granted and the evidence supporting each reason or argument; and


(iv)	Any other comments, documents, records or information relating to the claim that the Claimant wishes to submit.

The Claimant (or his or her authorized representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to his or her claim.

(d)

Decision on Appeal . Appeals shall be decided by the Administrator, which will generally render its decision with respect to an appeal and notify the Claimant (or his or her authorized representative) in writing of such decision within 60 days after receiving the appeal. The Administrator may extend this 60-day period for an additional 60 days if it determines that special circumstances require additional time to process the appeal. The Administrator shall notify the Claimant (or his or her authorized

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representative) in writing of any such extension within 60 days of receiving the appeal. The notice will include the reasons why the extension is necessary and the date by which the Administrator expects to render its decision on the appeal. In reaching its decision, the Administrator will take into account all of the comments, documents, records and other information that the Claimant (or his or her authorized representative) submitted, without regard to whether such information was submitted or considered by the Administrator in its initial denial of the claim.

If a claim is partially or completely denied on appeal, the written notice of claim denial shall include the following:


(i)	The specific reason or reasons for the denial;


(ii)	Reference to the specific Plan provisions on which the denial is based;


(iii)	A statement that the Claimant (or his or her authorized representative) is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the claim; and


(iv)	A statement of the Claimant's right to bring an action under Section 502(a) of ERISA.

If a Claimant files an appeal in accordance with the procedure described above and does not hear from the Administrator within 60 days, the Claimant may consider the appeal denied.


(e)	Filing Suit . A Participant or his or her beneficiary must comply with the claim and appeal procedures described in this Paragraph 11 before seeking any other legal recourse (including filing a lawsuit) regarding claims for benefits. If a Claimant wishes to file a court action after exhausting the

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procedures set forth in this Paragraph 11, the Claimant (or his or her authorized representative) must file such action in a court of competent jurisdiction within the first of the following dates to occur: (1) three years after the date on which eligibility or benefits are denied or the Participant or Beneficiary should have reasonably known eligibility or benefits are denied; (2) one year after the date on which the Claimant (or his or her authorized representative) received the written denial of the appeal; and (3) one year after the date the claim or appeal is deemed denied due to the expiration of the applicable review period. Court actions may not be commenced after this one-year period. Any judicial review of the Administrator's decision on a claim shall be limited to whether, in the particular instance, the Administrator abused its discretion. In no event will such judicial review be on a de novo basis, because the Administrator has discretionary authority to determine eligibility for (and the amount of) benefits under the Plan and to construe and interpret the terms and provisions of the Plan.


(f)	Claims Involving Applications for Unforeseeable Emergency Distributions. Notwithstanding the foregoing, any claim or appeal involving an application for a distribution due to an Unforeseeable Emergency shall be decided by the Committee. With respect to any such claim or appeal, all references to the Administrator in the foregoing provisions shall be deemed to refer instead to the Committee.

(g)

Disability Claims . Notwithstanding the foregoing, in the event any claim requires a medical determination as to whether or not a Participant is disabled, such determination shall be made in accordance with the Department of Labor regulations under Section 503 of ERISA applicable to disability claims. Any such claim shall be decided by the Weyerhaeuser Company Administrative Committee (or its delegate) and any appeal with respect to such claim shall be decided by the President and Chief Executive Officer of Weyerhaeuser Company.

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12.	Miscellaneous.

(a)

Rights Unsecured . The right of a Participant or his or her beneficiary to receive a payment hereunder will be an unsecured claim against the general assets of the Company, and neither the Participant nor his or her beneficiary will 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, will continue for all purposes to be part of the general assets of the Company and will 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 will be that of an unfunded and unsecured promise to pay benefits in the future.

(b)

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

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herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

(c)

Alienation Prohibited . Amounts credited to a Participant's accounts are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefit hereunder will be null and void and not binding on the Plan or the Company.

(d)

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

(e)

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


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


(g)	Successors and Assigns . The terms and conditions of the Plan, as amended and in effect from time to time, will be binding on the Company's successors

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and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated.

(h)

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, will be governed by the laws of the State of Washington without giving effect to the choice or conflicts of law provisions thereof. If the Company or any Participant or beneficiary initiates litigation related to the Plan, the venue for such action will be King County, Washington.


(i)	Notice . Any notice required to be furnished by a Participant shall be deemed to be provided if sent in accordance with information and instructions communicated to Participants from time to time.

* * * * *

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

WEYERHAEUSER COMPANY

Date: By:

Title:

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Weyerhaeuser Company
2015 Deferred Compensation Plan

Schedule A
Award Plans

Weyerhaeuser Company Annual Incentive Plan

Weyerhaeuser Company Residential Wood Products Sales Incentive Plan

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