AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1997
REGISTRATION NO. 333-


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WEYERHAEUSER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           WASHINGTON                                      91-0470860
  (STATE OR OTHER JURISDICTION                          (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

TACOMA, WASHINGTON 98477
(206) 924-2345
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) SANDY D. MCDADE
WEYERHAEUSER COMPANY
TACOMA, WASHINGTON 98477
(206) 924-5272
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
COPIES TO:
FRANCIS J. MORISON
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement, as determined by market conditions and other factors.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X]

CALCULATION OF REGISTRATION FEE

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                                             PROPOSED   PROPOSED
                                              MAXIMUM    MAXIMUM
                                  AMOUNT     OFFERING   AGGREGATE   AMOUNT OF
     TITLE OF EACH CLASS OF        TO BE     PRICE PER  OFFERING   REGISTRATION
   SECURITIES TO BE REGISTERED REGISTERED(1)  UNIT(2)  PRICE(1)(2)     FEE
-------------------------------------------------------------------------------------------
Debt Securities................
Preferred Shares...............    $850,000,000       100%       $850,000,000   $257,575.78
Preference Shares..............
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(1) Or, if any Debt Securities are issued (a) with a principal amount denominated in a foreign currency, or a unit of two or more currencies, such principal amount as shall result (when added to the principal amount of other Debt Securities issued hereunder) in an aggregate initial offering price of all Debt Securities covered hereby equivalent to $790,000,000, or (b) at an original issue discount, such greater principal amount as shall result (when added to the principal amount of other Debt Securities issued hereunder) in aggregate proceeds to the registrant of the equivalent of $790,000,000.

(2) Estimated solely for the purpose of calculation of the registration fee.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.



* Pursuant to Rule 429 of the Securities Act of 1933, the prospectus included in this Registration Statement also relates to $150,000,000 in principal amount of the Registrant's debt securities remaining under Registration Statement on Form S-3 No. 33-52789, which was declared effective on April 8, 1994. The amount of securities being registered, together with the remaining debt securities registered under Registration Statement on Form S-3 No. 33- 52789, represents the maximum amount of securities which are expected to be offered for sale.

PROSPECTUS SUPPLEMENT (Subject to Completion)
(To Prospectus dated September , 1997)

$1,000,000,000 Weyerhaeuser Company
MEDIUM-TERM NOTES, SERIES B

Due from Nine Months from Date of Issue

Weyerhaeuser Company (the "Company") may offer from time to time its Medium- Term Notes, Series A (the "Notes"), having an aggregate initial public offering price of up to $1,000,000,000 or the equivalent thereof in other currencies, including composite currencies such as the European Currency Unit (the "Specified Currency"). See "Important Currency Exchange Information." The interest rate on each Note will be either a fixed rate established by the Company at the date of issue of such Note, which may be zero in the case of certain Original Issue Discount Notes, or a floating rate as set forth therein and specified in the applicable Pricing Supplement. A Fixed Rate Note may pay a level amount in respect of both interest and principal amortized over the life of the Note (an "Amortizing Note").

Unless otherwise indicated in the applicable Pricing Supplement, interest on each Fixed Rate Note is payable semi-annually on each March 1 and September 1 and at maturity. Interest on each Floating Rate Note is payable on the dates set forth herein and in the applicable Pricing Supplement. Amortizing Notes will pay principal and interest semi-annually each March 1 and September 1, or quarterly each March 1, June 1, September 1 and December 1 and at maturity. Each Fixed Rate Note will mature on any day from nine months from the date of issue, as set forth in the applicable Pricing Supplement. Each Floating Rate Note will mature on an Interest Payment Date from nine months from the date of issue, as set forth in the applicable Pricing Supplement. See "Description of Notes." Unless otherwise specified in the applicable Pricing Supplement, the Notes may not be redeemed by the Company or repaid at the option of the holder prior to maturity and will be issued in fully registered form in denominations of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the Specified Currency, rounded down to the nearest 1,000 units of the Specified Currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of the Specified Currency). Any terms relating to Notes being denominated in foreign currencies or composite currencies will be as set forth in the applicable Pricing Supplement. Each Note will be represented either by a Global Note registered in the name of a nominee of The Depository Trust Company, as Depositary (a "Book-Entry Note"), or by a certificate issued in definitive form (a "Certificated Note"), as set forth in the applicable Pricing Supplement. Beneficial interests in Global Notes representing Book- Entry Notes will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary (with respect to its participants' interests) and its participants. Book-Entry Notes will not be issuable as Certificated Notes except under the circumstances described in this Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT,
ANY PRICING SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                    PRICE TO           AGENTS'               PROCEEDS TO
                   PUBLIC (1)      COMMISSIONS (2)         COMPANY (2)(3)
                   ----------      ---------------         --------------
Per Note .......    100.000%         .125%-.750%           99.875%-99.250%
Total (4) ...... $1,000,000,000 $1,250,000-$7,500,000 $998,750,000-$992,500,000


(1) Unless otherwise specified in the applicable Pricing Supplement, Notes will be sold at 100% of their principal amount. If the Company issues any Notes at a discount from or at a premium over its principal amount, the Price to Public of any Note issued at a discount or premium will be set forth in the applicable Pricing Supplement.
(2) The commission payable to an Agent for each Note sold through such Agent will be computed based upon the Price to Public of such Note and will depend upon such Note's maturity; provided, however, that commissions with respect to Notes maturing in 30 years or more will be negotiated. The Company may also sell Notes to an Agent, as principal, at negotiated discounts, for resale to one or more investors.
(3) Before deducting expenses payable by the Company estimated at $507,000.
(4) Or the equivalent thereof in other currencies, including composite currencies.

Offers to purchase the Notes are being solicited from time to time by the Agents on behalf of the Company, and the Agents have agreed to use reasonable efforts to solicit purchases of such Notes. The Company may also sell Notes to an Agent acting as principal for its own account for resale to one or more investors at varying prices related to prevailing market prices at the time of resale or otherwise, to be determined by such Agent. The Company reserves the right to sell Notes directly on its own behalf and to withdraw, cancel or modify the offering contemplated hereby without notice. No termination date for the offering of the Notes has been established. The Company or an Agent may reject any order in whole or in part. The Notes will not be listed on any securities exchange, and there can be no assurance that the Notes offered hereby will be sold or that there will be a secondary market for the Notes. See "Plan of Distribution."

MORGAN STANLEY DEAN WITTER GOLDMAN, SACHS & CO.

, 1997

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER   +

+TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF +
+THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD +
+BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS +
+OF ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS GIVEN IN THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OTHERWISE AFFECT THE PRICE OF THE NOTES. SPECIFICALLY, THE AGENTS MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."


TABLE OF CONTENTS

                                          PAGE
PROSPECTUS SUPPLEMENT                     ----
Important Currency Exchange Information.....3
Description of Notes........................3
Foreign Currency Risks.....................17
United States Federal Taxation.............18
Plan of Distribution.......................23
Legal Matters..............................24

                                 PAGE
PROSPECTUS                       ----
Available Information..........    2
Incorporation of Certain
 Documents by Reference........    2
The Company....................    3
Use of Proceeds................    3
Ratios of Earnings to Fixed
 Charges and Earnings to Fixed
 Charges and Preferred and
 Preference Share Dividends....    3
Description of Debt Securities.    4
Description of the Preferred
 Shares........................   10
Description of the Preference
 Shares........................   12
Plan of Distribution...........   14
Legal Opinions.................   15
Experts........................   15

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IMPORTANT CURRENCY EXCHANGE INFORMATION

Purchasers are required to pay for the Notes in the Specified Currency, and payments of principal of, premium, if any, and interest on, such Notes will be made in the Specified Currency, unless otherwise provided in the applicable Pricing Supplement. Currently, there are limited facilities in the United States for the conversion of U.S. dollars into foreign currencies and vice versa. In addition, most banks do not currently offer non-U.S. dollar denominated checking or savings account facilities in the United States. Accordingly, unless otherwise specified in a Pricing Supplement or unless alternative arrangements are made, payment of principal of, premium, if any, and interest on Notes in a Specified Currency other than U.S. dollars will be made to an account at a bank outside the United States. See "Description of Notes" and "Foreign Currency Risks."

If the applicable Pricing Supplement provides for payments of principal of and interest on a non-U.S. dollar denominated Note to be made in U.S. dollars, the conversion of the Specified Currency into U.S. dollars will be handled by The Chase Manhattan Bank, in its capacity as Exchange Rate Agent. The costs of such conversion will be borne by the holder of a Note through deductions from such payments.

References herein to "U.S. dollars" or "U.S. $" or "$" are to the currency of the United States of America.


DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the Prospectus, to which reference is hereby made. The particular terms of the Notes sold pursuant to any pricing supplement (a "Pricing Supplement") will be described therein. The terms and conditions set forth in "Description of Notes" will apply to each Note unless otherwise specified herein or in the applicable Pricing Supplement and in such Note. There are no covenants or provisions relating to the Notes that may afford debt holders protection in the event of a highly leveraged transaction.

Unless otherwise indicated in the applicable Pricing Supplement, the Notes will be denominated in U.S. dollars, and payment of principal of and premium, if any, and interest on the Notes will be made in U.S. dollars. If any Note is not to be denominated in U.S. dollars, the applicable Pricing Supplement will specify the currency or currencies, including composite currencies such as the European Currency Unit ("ECU"), in which such Note is to be denominated (the "Specified Currency") and, if different, the currency or currencies in which the principal, premium, if any, and interest with respect to such Note are to be paid, along with any other related terms, including exchange rates for such Specified Currency as against the U.S. dollar at selected times during the last five years, and any exchange controls or other foreign currency risks relating to such Specified Currency. See "Foreign Currency Risks."

GENERAL

The Notes will be issued under an Indenture dated as of April 1, 1986, as supplemented by the First Supplemental Indenture, dated as of February 15, 1991 and the Second Supplemental Indenture, dated as of February 1, 1993 (the "Indenture") between the Company and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee (the "Trustee"), the terms of which are more fully described in the Prospectus. The Notes will constitute a single series under the Indenture and may be issued from time to time, in an aggregate principal amount of up to $1,000,000,000 or the equivalent thereof in one or more foreign or composite currencies. The Indenture does not limit the amounts of additional unsecured indebtedness ranking pari passu with the Notes that the Company may incur and the Company may incur additional obligations ranking pari passu with the Notes. For the purpose of this paragraph, (i) the principal amount of any Original Issue Discount Note (as defined below) means the Issue Price (as defined below) of such Note and (ii) the principal amount of

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any Note issued in a foreign or composite currency means the U.S. dollar equivalent on the date of issue of the Issue Price of such Note.

Notes issued under the Indenture will be unsecured and unsubordinated obligations of the Company and will rank equally and ratably with other unsecured and unsubordinated obligations of the Company.

Fixed Rate Notes, Amortizing Notes and Original Issue Discount Notes will mature on any day from nine months from the date of issue (the "Stated Maturity Date"), as set forth in the applicable Pricing Supplement. Floating Rate Notes will mature on an Interest Payment Date (as defined below) from nine months from the date of issue, as set forth in the applicable Pricing Supplement. Such Pricing Supplement will specify whether the Stated Maturity Date or Interest Payment Date, as the case may be, may be extended by the Company, and if so, the Final Maturity Date (as defined below). Notes denominated in a Specified Currency other than U.S. dollars will be issued in denominations of the equivalent of U.S. $1,000 (rounded down to an integral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the noon dollar buying rate in New York City for cable transfers of such Specified Currency published by the Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business Day (as defined below) immediately preceding the date of issuance; provided, however, in the case of ECUs, the Market Exchange Rate shall be the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities, or any successor publication, on the Business Day immediately preceding the date of issuance. Except as may be specified for Notes denominated in foreign or composite currencies or as otherwise provided in the Pricing Supplement, the Notes will be issued only in fully registered form in denominations of U.S. $1,000 or any amount in excess thereof which is an integral multiple of U.S. $1,000.

The Notes will be offered on a continuing basis, and each Note will be issued initially as either a Book-Entry Note or a Certificated Note. Except as set forth in the Prospectus under "Description of Debt Securities-Global Securities," Book-Entry Notes will not be issuable as Certificated Notes. See "Book-Entry System" below. The laws of some states may require that certain purchasers of securities take physical delivery of securities in definitive form. Such limits may impair the ability to own, transfer or pledge beneficial interests in Global Securities. See "Book-Entry System" below.

The Notes may be presented for payment of principal and interest, transfer of Notes will be registrable and the Notes will be exchangeable at the agency in the Borough of Manhattan, The City of New York, maintained by the Company for such purpose; provided that Book-Entry Notes will be exchangeable only in the manner and to the extent set forth under "Description of Debt Securities- Global Securities" in the Prospectus. On the date hereof, the agent for the payment, transfer and exchange of the Notes (the "Paying Agent") is the Trustee, acting through the corporate trust office at 450 West 33rd Street, 15th Floor, New York, New York 10001.

The applicable Pricing Supplement will specify the price (the "Issue Price") of each Note to be sold pursuant thereto, the interest rate or interest rate formula, ranking maturity, currency or composite currency, principal amount and any other terms on which each such Note will be issued.

As used herein, the following terms shall have the meanings set forth below:

"Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York and (i) with respect to LIBOR Notes (as defined below), that is also a London Banking Day,
(ii) with respect to Notes denominated in a Specified Currency other than U.S. dollars, Australian dollars or ECUs, in the principal financial center of the country of the Specified Currency, (iii) with respect to Notes denominated in Australian dollars, in Sydney and (iv) with respect to Notes denominated in ECUs, that is not a non-ECU clearing day, as determined by the ECU Banking Association in Paris.

An "Interest Payment Date" with respect to any Note shall be a date on which, under the terms of such Note, regularly scheduled interest shall be payable.

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"London Banking Day" means any day on which dealings in deposits in the relevant Indexed Currency (as defined below) are transacted in the London interbank market.

"Original Issue Discount Note" means any Note that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the Indenture.

The "Record Date" with respect to any Interest Payment Date shall be the date 15 calendar days prior to such Interest Payment Date, whether or not such date shall be a Business Day.

PAYMENT CURRENCY

If the applicable Pricing Supplement provides for payments of interest and principal on a non-U.S. dollar denominated Note to be made, at the option of the holder of such Note, in U.S. dollars, conversion of the Specified Currency into U.S. dollars will be based on the highest bid quotation in the City of New York received by the Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of which may be the Exchange Rate Agent) for the purchase by the quoting dealer of the Specified Currency for U.S. dollars for settlement on such payment date in the aggregate amount of the Specified Currency payable to the holders of Notes and at which the applicable dealer commits to execute a contract. If such bid quotations are not available, payments will be made in the Specified Currency. All currency exchange costs will be borne by the holders of Notes by deductions from such payments.

Except as set forth below, if the principal of, premium, if any, or interest on, any Note is payable in a Specified Currency other than U.S. dollars and such Specified Currency is not available to the Company for making payments thereof due to the imposition of exchange controls or other circumstances beyond the control of the Company or is no longer used by the government of the country issuing such currency or for the settlement of transactions by public institutions within the international banking community, then the Company will be entitled to satisfy its obligations to holders of the Notes by making such payments in U.S. dollars on the basis of the Market Exchange Rate two Business Days prior to the date of such payment or, if the Market Exchange Rate is not available on such date, as of the most recent practicable date; provided, however, that if such Specified Currency is replaced by the Euro (as described under "Special Provisions Relating to Notes Denominated in ECU" below), the payment of principal of, premium, if any, or interest on any Note denominated in such currency shall be effected in Euro in conformity with legally applicable measures taken pursuant to, or by virtue of, the treaty establishing the European Community (the "EC"), as amended by the treaty on European Union (as so amended, the "Treaty"). Any payment made under such circumstances in U.S. dollars (or, if applicable, Euro) where the required payment is in a Specified Currency other than U.S. dollars will not constitute an Event of Default.

SPECIAL PROVISIONS RELATING TO NOTES DENOMINATED IN ECU

Valuation of the ECU

Subject to the provisions under "Payment in a Component Currency" below, the value of the ECU, in which the Notes may be denominated or may be payable, is equal to the value of the ECU that is from time to time used as the unit of account of the EC and which is at the date hereof valued on the basis of specified amounts of the currencies of 12 of the 15 member states of the EC. Under Article 109G of the Treaty, the currency composition of the ECU may not be changed. Other changes to the ECU may be made by the EC in conformity with EC law, in which event the ECU will change accordingly. From the start of the third stage of European monetary union, the value of the ECU as against the currencies of member states participating in the third stage will be irrevocably fixed and the ECU will become a currency in its own right, replacing all or some of the currencies of the 15 member states of the EC (as of the date of this Prospectus Supplement, such currencies include the Austrian shilling, Belgian franc, Danish krone, Dutch guilder, Finnish markka, French franc, German mark, Greek drachma, Irish pound, Italian lira, Luxembourg franc, Portuguese escudo, Spanish peseta,

S-5

Swedish krona and pound sterling). In contemplation of the third stage, the European Council meeting in Madrid on December 16, 1995 decided that the name of the new currency will be the Euro and that, in accordance with the Treaty, substitution of the Euro for the ECU will be at the rate of one Euro for one ECU. From the start of the third stage of European monetary union, all payments in respect of the Notes denominated or payable in ECU will be payable in Euro at the rate then established in accordance with the Treaty.

Payment in a Component Currency

With respect to each due date for the payment of principal of, or interest on, the Notes on or after the first business day in Brussels on which the ECU ceases to be used as the unit of account of the EC and has not become a currency in its own right replacing all or some of the currencies of the member states of the EC, the Company shall choose a substitute currency (the "Chosen Currency"), which may be any currency which was, on the last day on which the ECU was used as the unit of account of the EC, a component currency of the ECU or U.S. dollars, in which all payments due on or after that date with respect to the Notes and coupons shall be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in the "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of the fourth business day in Brussels prior to the date on which such payment is due.

On the first business day in Brussels on which the ECU ceases to be used as the unit of account of the EC and has not become a currency in its own right replacing all or some of the currencies of the member states of the EC, the Company shall select a Chosen Currency in which all payments with respect to Notes and coupons having a due date prior thereto but not yet presented for payment are to be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of such first business day.

The equivalent of the ECU in the relevant Chosen Currency as of any date (the "Day of Valuation") shall be determined by, or on behalf of, the Exchange Rate Agent on the following basis. The amounts and components composing the ECU for this purpose (the "Components") shall be the amounts and components that composed the ECU as of the last date on which the ECU was used as the unit of account of the EC. The equivalent of the ECU in the Chosen Currency shall be calculated by, first, aggregating the U.S. dollar equivalents of the Components; and then, in the case of a Chosen Currency other than U.S. dollars, using the rate used for determining the U.S. dollar equivalent of the components in the Chosen Currency of such aggregate amount in U.S. dollars.

The U.S. dollar equivalent of each of the Components shall be determined by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot delivery quotations prevailing at 2:30 P.M., Brussels time, on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in the country of issue of the component currency in question.

If for any reason no direct quotations are available for a Component as of a Day of Valuation from any of the banks selected for this purpose, in computing the U.S. dollar equivalent of such Component, the Exchange Rate Agent shall (except as provided below) use the most recent direct quotations for such Component obtained by it or on its behalf, provided that such quotations were prevailing in the country of issue not more than two Business Days before such Day of Valuation. If such most recent quotations were so prevailing in the country of issue more than two Business Days before such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of cross rates derived from the middle spot delivery quotations for such component currency and for the U.S. dollar prevailing at 2:30 P.M., Brussels time, on such Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in a country other than the country of issue of such component currency. Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of such cross rates if the Company or such agent judges that the equivalent so calculated

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is more representative than the U.S. dollar equivalent calculated as provided in the first sentence of this paragraph. Unless otherwise specified by the Company, if there is more than one market for dealing in any component currency by reason of foreign exchange regulations or for any other reason, the market to be referred to in respect of such currency shall be that upon which a nonresident issuer of securities denominated in such currency would purchase such currency in order to make payments in respect of such securities.

Payments in the Chosen Currency will be made at the specified office of a paying agent in the country of the Chosen Currency or, if none, or at the option of the holder, at the specified office of any Paying Agent either by a check drawn on, or by transfer to an account maintained by the holder with, a bank in the principal financial center of the country of the Chosen Currency.

All determinations referred to above made by, or on behalf of, the Company or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes and coupons.

Notes Denominated in the Currencies of EC Member States

If, pursuant to the Treaty, all or some of the currencies of the member countries of the EC are replaced by the Euro, the payment of the principal of, premium, if any, or interest on, the Notes denominated in such currencies shall be effected in Euro in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty.

INTEREST AND PRINCIPAL PAYMENTS

Interest will be payable to the person in whose name the Note is registered at the close of business on the applicable Record Date; provided that the interest payable upon maturity, redemption or repayment (whether or not the date of maturity, redemption or repayment is an Interest Payment Date) will be payable to the person to whom principal is payable. The initial interest payment on a Note will be made on the first Interest Payment Date falling after the date the Note is issued; provided, however, that payments of interest (or, in the case of an Amortizing Note, principal and interest) on a Note issued less than 15 calendar days before an Interest Payment Date will be paid on the next succeeding Interest Payment Date to the holder of record on the Record Date with respect to such succeeding Interest Payment Date.

U.S. dollar payments of interest, other than interest payable at maturity (or on the date of redemption or repayment, if a Note is redeemed or repaid by the Company prior to maturity), will be made by check mailed to the address of the person entitled thereto as shown on the Note register. U.S. dollar payments of principal, premium, if any, and interest upon maturity, redemption or repayment will be made in immediately available funds against presentation and surrender of the Note. Notwithstanding the foregoing, (a) the Depositary, as holder of Book-Entry Notes, shall be entitled to receive payments of interest by wire transfer of immediately available funds and (b) a holder of $10,000,000 or more in aggregate principal amount of Certificated Notes having the same Interest Payment Date shall be entitled to receive payments of interest by wire transfer of immediately available funds upon written request to the Paying Agent not later than 15 calendar days prior to the applicable Interest Payment Date.

Unless otherwise specified in the applicable Pricing Supplement or unless alternative arrangements are made, payments of principal of, premium, if any, and interest on Notes in a Specified Currency other than U.S. dollars will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located outside the United States and the holder of such Notes shall provide the Paying Agent with the appropriate wire transfer instructions not later than 15 calendar days prior to the applicable payment date. If such wire transfer instructions are not so provided, payments of interest on such Notes (other than interest payable at maturity or on any redemption or repayment date) will be made by check payable in U.S. dollars mailed to the address of the person entitled thereto as such address shall appear in the Note register. Conversion of the

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Specified Currency into U.S. dollars shall be made at the Market Exchange Rate two Business Days prior to the date of such payment, or if the Market Exchange Rate is not available on such date, as of the most recent practicable date.

Certain Notes, including Original Issue Discount Notes, may be considered to be issued with original issue discount, which must be included in income for United States federal income tax purposes at a constant rate. See "United States Federal Taxation-Discount Notes" below. Unless otherwise specified in the applicable Pricing Supplement, if the principal of any Discount Note is declared to be due and payable immediately as described under "Description of Debt Securities-Events of Default" in the Prospectus, the amount of principal due and payable with respect to such Note shall be limited to the aggregate principal amount of such Note multiplied by the sum of its Issue Price (expressed as a percentage of the aggregate principal amount) plus the original issue discount amortized from the date of issue to the date of declaration, which amortization shall be calculated using the "interest method" (computed in accordance with generally accepted accounting principles in effect on the date of declaration). Special considerations applicable to any such Notes will be set forth in the applicable Pricing Supplement.

FIXED RATE NOTES

Each Fixed Rate Note will bear interest from the date of issue at the annual rate stated on the face thereof until the principal thereof is paid or made available for payment. Such interest will be computed on the basis of a 360- day year of twelve 30-day months. Payments of interest on Fixed Rate Notes other than Amortizing Notes will be made semi-annually on each March 1 and September 1 and at maturity or upon any earlier redemption or repayment. Payments of principal and interest on Amortizing Notes, which are securities on which payments of principal and interest are made in equal installments over the life of the security, will be made either quarterly on each March 1, June 1, September 1 and December 1 or semi-annually on each March 1 and September 1, as set forth in the applicable Pricing Supplement, and at maturity or upon any earlier redemption or repayment. Payments with respect to Amortizing Notes will be applied first to interest due and payable thereon and then to the reduction of the unpaid principal amount thereof. A table setting forth repayment information in respect of each Amortizing Note will be provided to the original purchaser and will be available, upon request, to subsequent holders.

If any Interest Payment Date for any Fixed Rate Note would fall on a day that is not a Business Day, the interest payment shall be postponed to the next day that is a Business Day, and no interest on such payment shall accrue for the period from and after the Interest Payment Date. If the maturity date (or date of redemption or repayment) of any Fixed Rate Note falls on a day that is not a Business Day, the payment of interest and principal (and premium, if any) may be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the maturity date (or date of redemption or repayment).

Interest payments for Fixed Rate Notes will include accrued interest from the date of issue or from the last date in respect of which interest has been paid (or duly provided for), as the case may be, to, but excluding, the Interest Payment Date or the date of maturity or earlier redemption or repayment, as the case may be. The interest rates the Company will agree to pay on newly-issued Fixed Rate Notes are subject to change without notice by the Company from time to time, but no such change will affect any Fixed Rate Notes theretofore issued or that the Company has agreed to issue.

FLOATING RATE NOTES

Each Floating Rate Note will bear interest from the date of issue until the principal thereof is paid or made available for payment at a rate determined by reference to an interest rate basis (the "Base Rate"), which may be adjusted by a Spread and/or Spread Multiplier (each as defined below). The applicable Pricing Supplement will designate one of the following Base Rates as applicable to each Floating Rate Note: (a) the CD Rate (a "CD Rate Note"),
(b) the Commercial Paper Rate (a "Commercial Paper Rate Note"), (c) the Federal Funds Rate (a "Federal Funds Rate Note"), (d) LIBOR (a "LIBOR Note"),
(e) the Prime Rate (a "Prime Rate Note"),

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(f) the Treasury Rate (a "Treasury Rate Note") or (g) such other Base Rate as is set forth in such Pricing Supplement and in such Floating Rate Note. The "Index Maturity" for any Floating Rate Note is the period of maturity of the instrument or obligation from which the Base Rate is calculated and will be specified in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the interest rate on each Floating Rate Note will be calculated by reference to the specified Base Rate (i) plus or minus the Spread, if any, and/or
(ii) multiplied by the Spread Multiplier, if any. The "Spread" is the number of basis points (one one-hundredth of a percentage point) specified in the applicable Pricing Supplement to be added to or subtracted from the Base Rate for such Floating Rate Note and the "Spread Multiplier" is the percentage specified in the applicable Pricing Supplement to be applied to the Base Rate for such Floating Rate Note.

As specified in the applicable Pricing Supplement, a Floating Rate Note may also have either or both of the following: (i) a maximum limitation, or ceiling, on the rate of interest which may accrue during any interest period ("Maximum Interest Rate"); and (ii) a minimum limitation, or floor, on the rate of interest which may accrue during any interest period ("Minimum Interest Rate"). In addition to any Maximum Interest Rate which may be applicable to any Floating Rate Note pursuant to the above provisions, the interest rate on a Floating Rate Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. Under current New York law, the maximum rate of interest, subject to certain exceptions, for any loan in an amount less than $250,000 is 16% and for any loan in the amount of $250,000 or more but less than $2,500,000 is 25% per annum on a simple interest basis. This limitation does not apply to loans of $2,500,000 or more.

The rate of interest on each Floating Rate Note will be reset daily, weekly, monthly, quarterly, semi-annually or annually (such period being the "Interest Reset Period" for such Note, and the first day of each Interest Reset Period being an "Interest Reset Date"), as specified in the applicable Pricing Supplement. Unless otherwise specified in the Pricing Supplement, the Interest Reset Date will be, in the case of Floating Rate Notes (other than Treasury Rate Notes) which reset daily, each Business Day; in the case of Floating Rate Notes (other than Treasury Rate Notes) which reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes which reset weekly, the Tuesday of each week, except as provided below; in the case of Floating Rate Notes which reset monthly, the third Wednesday of each month; in the case of Floating Rate Notes which reset quarterly, the third Wednesday of March, June, September and December; in the case of Floating Rate Notes which reset semi- annually, the third Wednesday of two months of each year, as specified in the applicable Pricing Supplement; and in the case of Floating Rate Notes which reset annually, the third Wednesday of one month of each year, as specified in the applicable Pricing Supplement; provided, however, that (a) the interest rate in effect from the date of issue to the first Interest Reset Date with respect to a Floating Rate Note will be the initial interest rate set forth in the applicable Pricing Supplement (the "Initial Interest Rate") and (b) the interest rate in effect for the fifteen days immediately prior to maturity, redemption or repayment will be that in effect on the fifteenth day preceding such maturity, redemption or repayment date. If any Interest Reset Date for any Floating Rate Note would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding Business Day, except that in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the next preceding Business Day.

Except as provided below, and unless otherwise specified in the applicable Pricing Supplement, interest on Floating Rate Notes will be payable: (i) in the case of Floating Rate Notes with a daily, weekly or monthly Interest Reset Date, on the third Wednesday of each month or on the third Wednesday of March, June, September and December, as specified in the applicable Pricing Supplement; (ii) in the case of Floating Rate Notes with a quarterly Interest Reset Date, on the third Wednesday of March, June, September and December,
(iii) in the case of Floating Rate Notes with a semi-annual Interest Reset Date, on the third Wednesday of the two months specified in the applicable Pricing Supplement; and (iv) in the case of Floating Rate Notes with an annual Interest Reset Date, on the third Wednesday of the month specified in the applicable Pricing Supplement. If any Interest Payment Date for any Floating Rate Note would fall on a day that is not a Business Day with respect to such

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Floating Rate Note, such Interest Payment Date will be postponed to the following day that is a Business Day with respect to such Floating Rate Note, except that, in the case of a LIBOR Note, if such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day with respect to such LIBOR Note. If the maturity date or any earlier redemption or repayment date of a Floating Rate Note would fall on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such maturity, redemption or repayment date, as the case may be.

Unless otherwise specified in the applicable Pricing Supplement, interest payments for Floating Rate Notes (except Floating Rate Notes on which interest is reset daily or weekly) shall be the amount of interest accrued from the date of issue or from the last date to which interest has been paid (or duly provided for) to, but excluding, the Interest Payment Date. In the case of a Floating Rate Note on which interest is reset daily or weekly, interest payments shall be the amount of interest accrued from the date of issue or from the last date to which interest has been paid (or duly provided for), as the case may be, to and including the Record Date immediately preceding such Interest Payment Date, except that at maturity or earlier redemption or repayment, the interest payable will include interest accrued to, but excluding, the maturity, redemption or repayment date, as the case may be.

With respect to a Floating Rate Note, accrued interest shall be calculated by multiplying the principal amount of such Floating Rate Note by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. The interest factor for each such day is computed by dividing the interest rate applicable to such day by 360, in the case of CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes or by the actual number of days in the year, in the case of Treasury Rate Notes. All percentages used in or resulting from any calculation of the rate of interest on a Floating Rate Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (.0000001), with five one-millionths of a percentage point rounded upward, and all dollar amounts used in or resulting from such calculation on Floating Rate Notes will be rounded to the nearest cent, with one-half cent rounded upward. The interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. The interest rate applicable to any other day is the interest rate from the immediately preceding Interest Reset Date (or, if none, the Initial Interest Rate).

The applicable Pricing Supplement shall specify a calculation agent (the "Calculation Agent") with respect to any issue of Floating Rate Notes. Upon the request of the holder of any Floating Rate Note, the Calculation Agent will provide the interest rate then in effect and, if determined, the interest rate which will become effective on the next Interest Reset Date with respect to such Floating Rate Note.

The "Interest Determination Date" pertaining to an Interest Reset Date for CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes will be the second Business Day next preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a LIBOR Note will be the second London Banking Day preceding such Interest Reset Date. The Interest Determination Date pertaining to an Interest Reset Date for a Treasury Rate Note will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, but such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Friday, such Friday will be the Interest Determination Date pertaining to the Interest Reset Date occurring in the next succeeding week. If an auction falls on a day that is an Interest Reset Date, such Interest Reset Date will be the next following Business Day.

The "Calculation Date," where applicable, pertaining to an Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day, or (ii) the Business Day preceding the applicable Interest Payment Date or Maturity Date, as the case may be.

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Interest rates will be determined by the Calculation Agent as follows:

CD RATE NOTES

CD Rate Notes will bear interest at the interest rate (calculated with reference to the CD Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the CD Rate Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, "CD Rate" means, with respect to any Interest Determination Date, the rate on such date for negotiable certificates of deposit having the Index Maturity designated in the applicable Pricing Supplement as published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)") under the heading "CDs (Secondary Market)," or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate will be the rate on such Interest Determination Date for negotiable certificates of deposit of the Index Maturity designated in the applicable Pricing Supplement as published by the Federal Reserve Bank of New York in its daily statistical release "Composite 3:30 P.M. Quotations for U.S. Government Securities" (the "Composite Quotations") under the heading "Certificates of Deposit." If such rate is not yet published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the CD Rate on such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on such Interest Determination Date, for certificates of deposit in the denomination of $5,000,000 with a remaining maturity closest to the Index Maturity designated in the Pricing Supplement of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks of the highest credit standing in the market for negotiable certificates of deposit; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the CD Rate in effect for the applicable period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the CD Rate Notes for which such CD Rate is being determined shall be the Initial Interest Rate).

COMMERCIAL PAPER RATE NOTES

Commercial Paper Rate Notes will bear interest at the interest rate (calculated with reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Commercial Paper Rate Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, "Commercial Paper Rate" means, with respect to any Interest Determination Date, the Money Market Yield (as defined below) of the rate on such date for commercial paper having the Index Maturity specified in the applicable Pricing Supplement, as such rate shall be published in H.15(519), under the heading "Commercial Paper--Nonfinancial." In the event that such rate is not published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate on such Interest Determination Date for commercial paper of the specified Index Maturity as published in Composite Quotations under the heading "Commercial Paper." If by 3:00 P.M., New York City time, on such Calculation Date such rate is not yet available in either H.15(519) or Composite Quotations, then the Commercial Paper Rate shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on such Interest Determination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for commercial paper of the specified Index Maturity, placed for an industrial issuer whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate in effect for the applicable period will be the same as the

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Commercial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Commercial Paper Rate Notes for which such Commercial Paper Rate is being determined shall be the Initial Interest Rate).

"Money Market Yield" shall be calculated in accordance with the following formula:

Money Market Yield = D x 360 x 100
360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the Index Maturity.

FEDERAL FUNDS RATE NOTES

Federal Funds Rate Notes will bear interest at the interest rate (calculated with reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Federal Funds Rate Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Federal Funds Rate" means, with respect to any Interest Determination Date, the rate on such date for Federal funds as published in H.15(519) under the heading "Federal Funds (Effective)," or, if not so published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate will be the rate on such Interest Determination Date as published in the Composite Quotations under the heading "Federal Funds/Effective Rate." If such rate is not yet published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Federal Funds Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal funds, as of 11:00 A.M., New York City time, on such Interest Determination Date, arranged by three leading brokers of Federal funds transactions in The City of New York selected by the Calculation Agent; provided, however, that if the brokers selected as aforesaid by the Calculation Agent are not quoting as set forth above, the Federal Funds Rate in effect for the applicable period will be the same as the Federal Funds Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Federal Funds Rate Notes for which such Federal Funds Rate is being determined shall be the Initial Interest Rate).

LIBOR NOTES

LIBOR Notes will bear interest at the interest rate (calculated with reference to LIBOR and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the LIBOR Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, "LIBOR" for each Interest Reset Date will be determined by the Calculation Agent as follows:

(i) As of the Interest Determination Date, LIBOR will be either: (a) if "LIBOR Reuters" is specified in the applicable Pricing Supplement, the arithmetic mean of the offered rates (unless the specified Designated LIBOR Page (as defined below) by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Index Currency having the Index Maturity designated in the applicable Pricing Supplement, commencing on such Interest Determination Date, that appear on the Designated LIBOR Page as of 11:00 A.M., London time, on that Interest Determination Date, if at least two such offered rates appear (unless, as aforesaid, only a single rate is required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is specified in the applicable Pricing Supplement, the rate for deposits in the Index Currency having the Index Maturity designated in the applicable Pricing Supplement, commencing on such Interest Determination Date, that appears on the Designated LIBOR Page as of

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11:00 A.M., London time, on that Interest Determination Date. If fewer than two offered rates appear or no rate appears (if, as aforesaid, only a single rate is required) (if "LIBOR Reuters" is specified in the applicable Pricing Supplement) or no rate appears (if "LIBOR Telerate" is specified in the applicable Pricing Supplement), LIBOR in respect of the related Interest Determination Date will be determined as if the parties had specified the rate described in clause (ii) below.

(ii) With respect to an Interest Determination Date on which fewer than two offered rates appear or no rate appears (if, as aforesaid, only a single rate is required) (if "LIBOR Reuters" is specified in the applicable Pricing Supplement) or no rate appears (if "LIBOR Telerate" is specified in the applicable Pricing Supplement), the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Index Currency for the period of the Index Maturity designated in the applicable Pricing Supplement commencing on the second London Banking Day immediately following such Interest Determination Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such Interest Determination Date and in a principal amount of not less than $1,000,000 (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in such Index Currency in such market at such time. If at least two such quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR determined on such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M. (or such other time specified in the applicable Pricing Supplement), in the applicable principal financial center for the country of the Index Currency on such Interest Determination Date, by three major banks in such principal financial center selected by the Calculation Agent for loans in the Index Currency to leading European banks, having the Index Maturity designated in the applicable Pricing Supplement and in a principal amount of not less than $1,000,000 commencing on the second London Banking Day immediately following such Interest Determination Date (or the equivalent in the Index Currency, if the Index Currency is not the U.S. dollar) that is representative for a single transaction in such Index Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR in effect for the applicable period will be the same as LIBOR for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the LIBOR Notes for which such LIBOR is being determined shall be the Initial Interest Rate).

"Index Currency" means the currency (including composite currencies) specified in the applicable Pricing Supplement as the currency for which LIBOR shall be calculated. If no such currency is specified in the applicable Pricing Supplement, the Index Currency shall be U.S. dollars.

"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is designated in the applicable Pricing Supplement, the display on the Reuters Monitor Money Rates Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency, or (b) if "LIBOR Telerate" is designated in the applicable Pricing Supplement, the display on the Dow Jones Telerate Service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency. If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR for the applicable Index Currency will be determined as if LIBOR Telerate (and, if the U.S. dollar is the Index Currency, Page 3750) has been specified.

PRIME RATE NOTES

Prime Rate Notes will bear interest at the interest rate (calculated with reference to the Prime Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Prime Rate Notes and in the applicable Pricing Supplement.

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Unless otherwise specified in the applicable Pricing Supplement, "Prime Rate" means, with respect to any Interest Determination Date, the rate set forth in H.15(519) for such date opposite the caption "Bank Prime Loan." If such rate is not yet published by 9:00 A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the Prime Rate for such Interest Determination Date will be the arithmetic mean of the rates of interest publicly announced by each bank named on the Reuters Screen USPRIME1 Page (as defined below) as such bank's prime rate or base lending rate as in effect for such Interest Determination Date as quoted on the Reuters Screen USPRIME1 Page on such Interest Determination Date, or, if fewer than four such rates appear on the Reuters Screen USPRIME1 Page for such Interest Determination Date, the rate shall be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by 360 as of the close of business on such Interest Determination Date by at least two of the three major money center banks in The City of New York selected by the Calculation Agent from which quotations are requested. If fewer than two quotations are provided, the Prime Rate shall be calculated by the Calculation Agent and shall be determined as the arithmetic mean on the basis of the prime rates in The City of New York by the appropriate number of substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, in each case having total equity capital of at least U.S. $500 million and being subject to supervision or examination by federal or state authority, selected by the Calculation Agent to quote such rate or rates. "Reuters Screen USPRIME1 Page" means the display designated as Page "USPRIME1" on the Reuters Monitor Money Rates Service (or such other page as may replace the USPRIME1 Page on that service for the purpose of displaying prime rates or base lending rates of major United States banks).

TREASURY RATE NOTES

Treasury Rate Notes will bear interest at the interest rate (calculated with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any, and subject to the Minimum Interest Rate and the Maximum Interest Rate, if any) specified in the Treasury Rate Notes and in the applicable Pricing Supplement.

Unless otherwise specified in the applicable Pricing Supplement, the "Treasury Rate" means, with respect to any Interest Determination Date, the rate for the auction held on such date of direct obligations of the United States ("Treasury Bills") having the Index Maturity designated in the applicable Pricing Supplement, as published in H.15(519) under the heading "Treasury Bills--auction average (investment)" or, if not so published by 9:00
A.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, the auction average rate on such Interest Determination Date (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury Bills having the Index Maturity designated in the applicable Pricing Supplement are not published or reported as provided above by 3:00 P.M., New York City time, on such Calculation Date or if no such auction is held on such Interest Determination Date, then the Treasury Rate shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent, on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) calculated using the arithmetic mean of the secondary market bid rates, as of approximately 3:30 P.M., New York City time, on such Interest Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity designated in the applicable Pricing Supplement; provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, the Treasury Rate for such Interest Reset Date will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Treasury Rate Notes for which the Treasury Rate is being determined shall be the Initial Interest Rate).

INDEXED NOTES

The Notes may be issued, from time to time, as Notes of which the principal amount payable on a date from 9 months from the Issue Date and/or on which the amount of interest payable on an Interest Payment Date will be determined by reference to currencies, currency units, commodity prices, financial or non- financial

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indices or other factors (the "Indexed Notes"), as indicated in the applicable Pricing Supplement. Holders of Indexed Notes may receive a principal amount at maturity that is greater than or less than the face amount of such Notes depending upon the fluctuation of the relative value, rate or price of the specified index. Specific information pertaining to the method for determining the principal amount payable at maturity, a historical comparison of the relative value, rate or price of the specified index and the face amount of the Indexed Note and certain additional United States federal tax considerations will be described in the applicable Pricing Supplement.

EXTENSION OF MATURITY

The Variable Rate Renewable Notes (the "Renewable Notes") will mature on an Interest Payment Date as specified in the applicable Pricing Supplement (the "Initial Maturity Date"), unless the maturity of all or any portion of the principal amount thereof is extended in accordance with the procedures described below. On the Interest Payment Dates in March and September in each year (unless different Interest Payment Dates are specified in the applicable Pricing Supplement) (each such Interest Payment Date, an "Election Date"), the maturity of the Renewable Notes will be extended to the Interest Payment Date occurring twelve months after such Election Date, unless the holder thereof elects to terminate the automatic extension of the maturity of the Renewable Notes or of any portion thereof having a principal amount of $1,000 or any multiple of $1,000 in excess thereof by delivering such notes to the Paying Agent not less than nor more than the number of days to be specified in the applicable Pricing Supplement prior to such Election Date. Short-term notes will be issued in the place of surrendered notes, and such short-term notes will set forth the terms thereof, including the maturity date. Such option may be exercised with respect to less than the entire principal amount of the Renewable Notes; provided that the principal amount for which such option is not exercised is at least $1,000 or any larger amount that is an integral multiple of $1,000. Notwithstanding the foregoing, the maturity of the Renewable Notes may not be extended beyond the Final Maturity Date, as specified in the applicable Pricing Supplement (the "Final Maturity Date"). If the holder elects to terminate the automatic extension of the maturity of any portion of the principal amount of the Renewable Notes and such election is not revoked as described below, such portion will become due and payable on the Interest Payment Date falling six months (unless another period is specified in the applicable Pricing Supplement) after the Election Date prior to which the holder made such election.

An election to terminate the automatic extension of maturity may be revoked as to any portion of the Renewable Notes having a principal amount of $1,000 or any multiple of $1,000 in excess thereof by delivering a notice to such effect to the Paying Agent on any day following the effective date of the election to terminate the automatic extension of maturity and prior to the date 15 days before the date on which such portion would otherwise mature. Such a revocation may be made for less than the entire principal amount of the Renewable Notes for which the automatic extension of maturity has been terminated; provided that the principal amount of the Renewable Notes for which the automatic extension of maturity has been terminated and for which such a revocation has not been made is at least $1,000 or any larger amount that is an integral multiple of $1,000. Notwithstanding the foregoing, a revocation may not be made during the period from and including a Record Date to but excluding the immediately succeeding Interest Payment Date.

An election to terminate the automatic extension of the maturity of the Renewable Notes, if not revoked as described above by the holder making the election or any subsequent holder, will be binding upon such subsequent holder.

The Renewable Notes may be redeemed in whole or in part at the option of the Company on the Interest Payment Dates in each year specified in the applicable Pricing Supplement, commencing with the Interest Payment Date specified in the applicable Pricing Supplement, at a redemption price of 100% of the principal amount of the Renewable Notes to be redeemed, together with interest accrued and unpaid thereon to the date of redemption. Notwithstanding anything to the contrary in this Prospectus Supplement, notice of redemption will be provided by mailing a notice of such redemption to each holder by first class mail, postage prepaid, at least 180 days and not more than 210 days prior to the date fixed for redemption to the respective address of each holder as that address appears upon the books maintained by the registrar.

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The Renewable Notes are Floating Rate Notes as described herein.

BOOK-ENTRY SYSTEM

Upon issue, all Fixed Rate Book-Entry Notes having the same Issue Date, interest rate, if any, amortization schedule, if any, maturity date and other terms, if any, will be represented by one or more fully registered global notes, (the "Global Notes") and all Floating Rate Book-Entry Notes having the same Issue Date, Initial Interest Rate, Base Rate, Interest Reset Period, Interest Payment Dates, Index Maturity, Spread and/or Spread Multiplier, if any, Minimum Interest Rate, if any, Maximum Interest Rate, if any, maturity date and other terms, if any, will be represented by one or more Global Notes. Each such Global Note representing Book-Entry Notes will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as Depositary, and registered in the name of the Depositary or a nominee thereof. Certificated Notes will not be exchangeable for Book-Entry Notes and, except under the circumstances described in the Prospectus under "Description of Debt Securities-Global Securities," Book-Entry Notes will not be exchangeable for Certificated Notes and will not otherwise be issuable as Certificated Notes.

A further description of the Depositary's procedures with respect to Global Notes representing Book-Entry Notes is set forth in the Prospectus under "Description of Debt Securities-Global Securities." The Depositary has confirmed to the Company, each Agent and the Trustee that it intends to follow such procedures.

OPTIONAL REDEMPTION OR REPAYMENT; REPURCHASE

Unless otherwise provided in the applicable Pricing Supplement, the Notes will not be redeemable prior to maturity at the option of the Company or repayable prior to maturity at the option of the holder. The Notes, except for Amortizing Notes, will not be subject to any sinking fund.

If applicable, the Pricing Supplement relating to each Note will indicate that the Note will be repayable at the option of the holder on a date or dates specified prior to its maturity date and, unless otherwise specified in such Pricing Supplement, at a price equal to 100% of the principal amount thereof, together with accrued interest to the date of repayment, unless such Note was issued with original issue discount, in which case the Pricing Supplement will specify the amount payable upon such repayment.

In order for such a Note to be repaid, the Paying Agent must receive at least 15 days but not more than 30 days prior to the repayment date (i) the Note with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the National Association of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company in the United States setting forth the name of the holder of the Note, the principal amount of the Note, the principal amount of the Note to be repaid, the certificate number or a description of the tenor and terms of the Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be repaid, together with the duly completed form entitled "Option to Elect Repayment" on the reverse of the Note, will be received by the Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, however, that such telegram, telex, facsimile transmission or letter shall only be effective if such Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of the repayment option by the holder of a Note will be irrevocable, except as otherwise provided herein under "Extension of Maturity." The repayment option may be exercised by the holder of a Note for less than the entire principal amount of the Note but, in that event, the principal amount of the Note remaining outstanding after repayment must be an authorized denomination.

If a Note is represented by a Global Note, the Depositary's nominee will be the holder of such Note and therefore will be the only entity that can exercise a right to repayment. In order to ensure that the Depositary's nominee will timely exercise a right to repayment with respect to a particular Note, the beneficial owner of such Note must instruct the broker or other direct or indirect participant through which it holds an interest in such

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Note to notify the Depositary of its desire to exercise a right to repayment. Different firms have different deadlines for accepting instructions from their customers and, accordingly, each beneficial owner should consult the broker or other direct or indirect participant through which it holds an interest in a Note in order to ascertain the deadline by which such an instruction must be given in order for timely notice to be delivered to the Depositary.

The Company may purchase Notes at any price in the open market or otherwise. Notes so purchased by the Company may, at the discretion of the Company, be held or resold or surrendered to the Trustee for cancellation.

FOREIGN CURRENCY RISKS

EXCHANGE RATES AND EXCHANGE CONTROLS

An investment in Notes that are denominated in, or the payment of which is related to the value of, a Specified Currency other than U.S. dollars entails significant risks that are not associated with a similar investment in a security denominated in U.S. dollars. Such risks include, without limitation, the possibility of significant changes in rates of exchange between the U.S. dollar and the various foreign currencies (or composite currencies) and the possibility of the imposition or modification of exchange controls by either the U.S. or foreign governments. Such risks generally depend on economic and political events over which the Company has no control. In recent years, rates of exchange between U.S. dollars and certain foreign currencies have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of any Note. Depreciation against the U.S. dollar of the currency in which a Note is payable would result in a decrease in the effective yield of such Note below its coupon rate and, in certain circumstances, could result in a loss to the investor on a U.S. dollar basis. In addition, depending on the specific terms of a currency linked Note, changes in exchange rates relating to any of the currencies involved may result in a decrease in its effective yield and, in certain circumstances, could result in a loss of all or a substantial portion of the principal of a Note to the investor.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN FINANCIAL AND LEGAL ADVISORS AS TO ANY SPECIFIC RISKS ENTAILED BY AN INVESTMENT BY SUCH INVESTOR IN NOTES THAT ARE DENOMINATED IN, OR THE PAYMENT OF WHICH IS RELATED TO THE VALUE OF, FOREIGN CURRENCY. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.

The information set forth in this Prospectus Supplement is directed to prospective purchasers who are United States residents, and the Company disclaims any responsibility to advise prospective purchasers who are residents of countries other than the United States with respect to any matters that may affect the purchase, holding or receipt of payments of principal of, premium, if any, and interest on the Notes. Such persons should consult their own counsel with regard to such matters.

Foreign exchange rates can either float or be fixed by sovereign governments. Exchange rates of most economically developed nations are permitted to fluctuate in value relative to the U.S. dollar. National governments, however, rarely voluntarily allow their currencies to float freely in response to economic forces. From time to time governments use a variety of techniques, such as intervention by a country's central bank or imposition of regulatory controls or taxes, to affect the exchange rate of their currencies. Governments may also issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. Thus, a special risk in purchasing non-U.S. dollar denominated Notes or currency linked Notes is that their U.S. dollar-equivalent yields or payouts could be affected by governmental actions, which could change or interfere with theretofore freely determined currency valuation, fluctuations in response to other market forces, and the movement of currencies across borders. There will be no

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adjustment or change in the terms of such Notes in the event that exchange rates should become fixed, or in the event of any devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in the event of other developments affecting the U.S. dollar or any applicable Specified Currency.

Governments have imposed from time to time, and may in the future impose, exchange controls that could affect exchange rates as well as the availability of a specified foreign currency (or of securities denominated in such currency) at the time of payment of principal of, premium, if any, or interest on a Note. Even if there are no actual exchange controls, it is possible that the Specified Currency for any particular Note not denominated in U.S. dollars would not be available when payments on such Note are due, including as a result of the replacement of such Specified Currency by a single European currency (expected to be named the Euro). In that event, the Company would make required payments in U.S. dollars on the basis of the Market Exchange Rate on the date of such payment, or if such rate of exchange is not then available, on the basis of the Market Exchange Rate as of the most recent practicable date; provided, however, that if the Specified Currency for any Note is not available because it has been replaced by the Euro, the Company would make such payments in Euro in conformity with legally applicable measures taken pursuant to, or by virtue of, the Treaty. See "Description of Notes--Payment Currency."

With respect to any Note denominated in, or the payment of which is related to the value of, a foreign currency or currency unit, the applicable Pricing Supplement will include information with respect to applicable current exchange controls, if any, and historic exchange rate information on such currency or currency unit. The information contained therein shall constitute a part of this Prospectus Supplement and is furnished as a matter of information only and should not be regarded as indicative of the range of or trends in fluctuations in currency exchange rates that may occur in the future.

GOVERNING LAW AND JUDGMENTS

The Notes will be governed by and construed in accordance with the laws of the State of New York. In the event an action based on Notes denominated in a Specified Currency other than U.S. dollars were commenced in a court in the United States, it is likely that such court would grant judgment relating to the Notes only in U.S. dollars. If an action based on Notes denominated in a Specified Currency other than U.S. dollars were commenced in a New York court, however, such court would render or enter a judgment or decree in the Specified Currency. Such judgment would then be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree.

UNITED STATES FEDERAL TAXATION

In the opinion of Davis Polk & Wardwell, special tax counsel to the Company, the following summary sets forth the material United States federal income tax consequences of ownership and disposition of the Notes to an initial holder purchasing a Note at its "issue price," that is, the first price at which a substantial amount of Notes in an issue is sold (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), administrative pronouncements, judicial decisions and existing and proposed Treasury Regulations, including regulations concerning the treatment of debt instruments issued with original issue discount (the "OID Regulations"), changes to any of which subsequent to the date of this Prospectus Supplement may affect the tax consequences described herein, possibly with retroactive effect. This summary discusses only Notes held as capital assets within the meaning of Section 1221 of the Code. It does not discuss all of the tax consequences that may be relevant to a holder in light of his particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, dealers in securities or foreign currencies, persons holding Notes in connection with a hedging transaction, "straddle," conversion transaction or other integrated transaction, United States Holders whose functional currency (as defined in Code Section 985) is not the U.S. dollar or persons who have ceased to be United States citizens or to be taxed as resident aliens. Persons considering the purchase of Notes should consult

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their tax advisers with regard to the application of United States federal tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

As used herein, the term "Holder" means a beneficial owner of a Note that is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof or (iii) an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

PAYMENTS OF INTEREST

Interest paid on a Note will generally be taxable to a Holder as ordinary interest income at the time it accrues or is received in accordance with the Holder's method of accounting for federal income tax purposes. Under the OID Regulations, all payments of interest on a Note that matures one year or less from its date of issuance will be included in the stated redemption price at maturity of the Notes and will be taxed in the manner described below under "Discount Notes." Special rules governing the treatment of interest paid with respect to Discount Notes (including certain Floating Rate Notes and Indexed Notes) and Foreign Currency Notes are described under "Discount Notes" and "Foreign Currency Notes" below.

DISCOUNT NOTES

A Note that has an issue price that is less than such Note's stated redemption price at maturity will generally be considered to have been issued at an original issue discount for federal income tax purposes (a "Discount Note"). The stated redemption price at maturity of a Note will equal the sum of all payments required under the Note other than payments of "qualified stated interest." "Qualified stated interest" is stated interest unconditionally payable as a series of payments in cash or property (other than debt instruments of the issuer) at least annually during the entire term of the Note and equal to the outstanding principal balance of the Note multiplied by a single fixed rate of interest. In addition, stated interest on Floating Rate Notes providing for one or more qualified floating rates of interest, a single fixed rate and one or more qualified floating rates, an objective rate, or a single fixed rate and a single objective rate that is a qualified inverse floating rate will generally constitute qualified stated interest if such stated interest is unconditionally payable at least annually during the term of the Note at a rate that is considered to be a single qualified floating rate or a single objective rate under the following rules. If a Floating Rate Note provides for two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Note, the qualified floating rates together constitute a single qualified floating rate. If interest on a debt instrument is stated at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period, and the value of the variable rate on the issue date is intended to approximate the fixed rate, the fixed rate and the variable rate together constitute a single qualified floating rate or objective rate. Two or more rates will be conclusively presumed to meet the requirements of the preceding sentences if the values of the applicable rates on the issue date are within 1/4 of 1 percent of each other. Special tax considerations (including possible original issue discount) may arise with respect to Floating Rate Notes providing for (i) one Base Rate followed by one or more Base Rates, (ii) a single fixed rate followed by a qualified floating rate or
(iii) a Spread Multiplier. Purchasers of Floating Rate Notes with any of such features should carefully examine the applicable Pricing Supplement and should consult their tax advisers with respect to such a feature since the tax consequences will depend, in part, on the particular terms of the Note. Special rules may apply if a Floating Rate Note bears interest at an objective rate and it is reasonably expected that the average value of the rate during the first half of the Note's term will be either significantly less than or significantly greater than the average value of the rate during the final half of the Note's term. Special rules may also apply if a Floating Rate Note is subject to a Maximum Interest Rate, Minimum Interest Rate or similar restriction that is not fixed throughout the term of the Note and is reasonably expected as of the issue date to cause the yield on the Note to be significantly less or more than the expected yield determined without the restriction.

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The OID Regulations address, among other things, the accrual of original issue discount on, and the character of gain realized on the sale, exchange or retirement of, debt instruments providing for contingent payments. Prospective Holders of Indexed Notes or Floating Rate Notes that provide for contingent payments should refer to the discussion regarding taxation in the applicable Pricing Supplement and should consult their tax advisers regarding the federal income tax consequences of the ownership and disposition of such Notes.

If the difference between a Note's stated redemption price at maturity and its issue price is less than a de minimis amount, i.e., 1/4 of 1 percent of the stated redemption price at maturity multiplied by the number of complete years to maturity, then the Note will not be considered to have original issue discount. Holders of Notes with a de minimis amount of original issue discount will generally include such original issue discount in income, as capital gain, on a pro rata basis as principal payments are made on the Note.

A Holder of Discount Notes will be required to include any qualified stated interest payments in income in accordance with the Holder's method of accounting for federal income tax purposes. Holders of Discount Notes that mature more than one year from their date of issuance will be required to include original issue discount in income for federal income tax purposes as it accrues, in accordance with a constant yield method based on a compounding of interest, before the receipt of cash payments attributable to such income. Under this method, Holders of Discount Notes generally will be required to include in income increasingly greater amounts of original issue discount in successive accrual periods.

Under the OID Regulations, a Note that matures one year or less from its date of issuance will be treated as a "short-term Discount Note." In general, a cash method Holder of a short-term Discount Note is not required to accrue original issue discount for United States federal income tax purposes unless it elects to do so. Holders who make such an election, Holders who report income for federal income tax purposes on the accrual method and certain other Holders, including banks and dealers in securities, are required to include original issue discount in income on such short-term Discount Notes as it accrues on a straight-line basis, unless an election is made to accrue the original issue discount according to a constant yield method based on daily compounding. In the case of a Holder who is not required and who does not elect to include original issue discount in income currently, any gain realized on the sale, exchange or retirement of the short-term Discount Note will be ordinary income to the extent of the original issue discount accrued on a straight-line basis (or, if elected, according to a constant yield method based on daily compounding), reduced by any interest payments received, through the date of sale, exchange or retirement. In addition, such Holders will be required to defer deductions for any interest paid on indebtedness incurred to purchase or carry short-term Discount Notes in an amount not exceeding the deferred interest income, until such deferred interest income is recognized.

Under the OID Regulations, a Holder may make an election (the "Constant Yield Election") to include in gross income all interest that accrues on a Note (including stated interest, acquisition discount, original issue discount, de minimis original issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) in accordance with a constant yield method based on the compounding of interest.

Certain of the Discount Notes may be redeemed prior to maturity. Discount Notes containing such a feature may be subject to rules that differ from the general rules discussed above. Purchasers of Discount Notes with such a feature should carefully examine the applicable Pricing Supplement and should consult their tax advisers with respect to such a feature since the tax consequences with respect to original issue discount will depend, in part, on the particular terms and the particular features of the Note.

The OID Regulations contain aggregation rules stating that, in certain circumstances, if more than one type of Note is issued as part of the same issuance of securities to a single holder, some or all of such Notes may be treated together as a single debt instrument with a single issue price, maturity date, yield to maturity and stated redemption price at maturity for purposes of calculating and accruing any original issue discount. Unless otherwise provided in the applicable Pricing Supplement, the Company does not expect to treat any of the Notes as being subject to the aggregation rules for purposes of computing original issue discount.

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SALE, EXCHANGE OR RETIREMENT OF THE NOTES

Upon the sale, exchange or retirement of a Note, a Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such Holder's adjusted tax basis in the Note. For these purposes, the amount realized does not include any amount attributable to accrued interest on the Note not previously included in income. Amounts attributable to such interest are treated as ordinary income. A Holder's adjusted tax basis in a Note will equal the cost of the Note to such Holder, increased by the amounts of any original issue discount previously included in income by the Holder with respect to such Note and reduced by any amortized premium and any principal payments received by the Holder and, in the case of a Discount Note, by the amounts of any other payments that do not constitute qualified stated interest (as defined above).

Subject to the discussion under "Foreign Currency Notes" below, gain or loss realized on the sale, exchange or retirement of a Note that is not an Indexed Note or a Floating Rate Note that provides for contingent payments will be capital gain or loss (except, in the case of a short-term Discount Note, to the extent of any original issue discount not previously included in the Holder's taxable income). See "Discount Notes" above. Prospective Holders should consult their tax advisers regarding the treatment of capital gains (which may be taxed at lower rates than ordinary income for certain taxpayers who are individuals) and losses (the deductibility of which is subject to limitations).

AMORTIZABLE BOND PREMIUM

If a Holder purchases a Note for an amount that is greater than the amount payable at maturity, such Holder will be considered to have purchased such Note with "amortizable bond premium" equal in amount to such excess, and may elect (in accordance with applicable Code provisions) to amortize such premium, using a constant yield method, over the remaining term of the Note (where such Note is not optionally redeemable prior to its maturity date). If such Note may be optionally redeemed prior to maturity, the amount of amortizable bond premium is determined by reference to the amount payable on maturity or, if it results in a smaller premium attributable to the period from Holder's acquisition date to the earlier redemption date, by reference to the amount payable on the earlier redemption date. A Holder who elects to amortize bond premium must reduce his tax basis in the Note by the amount of the premium amortized in any year. An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the taxpayer and may be revoked only with the consent of the Internal Revenue Service.

If a Holder makes a Constant Yield Election for a Note with amortizable bond premium, such election will result in a deemed election to amortize bond premium for all of the Holder's debt instruments with amortizable bond premium and may be revoked only with the permission of the Internal Revenue Service.

FOREIGN CURRENCY NOTES

The following summary relates to Notes that are denominated in a currency or currency unit other than the U.S. dollar ("Foreign Currency Notes").

A Holder who uses the cash method of accounting and who receives a payment of interest in a foreign currency with respect to a Foreign Currency Note (other than a Discount Note on which original issue discount is accrued on a current basis, except to the extent any qualified stated interest is received) will be required to include in income the U.S. dollar value of the foreign currency payment (determined on the date such payment is received), regardless of whether the payment is in fact converted to U.S. dollars at that time, and such U.S. dollar value will be the Holder's tax basis in the foreign currency. A cash method Holder who receives such a payment in U.S. dollars pursuant to an option available under such Note will be required to include the amount of such U.S. dollar payment in income upon receipt.

To the extent the above paragraph is not applicable, a Holder will be required to include in income the U.S. dollar value of the amount of interest income (including original issue discount, but reduced by amortizable bond premium to the extent applicable) that has accrued and is otherwise required to be taken into account with respect to a Foreign Currency Note during an accrual period. The U.S. dollar value of such accrued income will be determined by translating such income at the average rate of exchange for the accrual period or, with respect to

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an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year. Such Holder will recognize ordinary income or loss with respect to accrued interest income on the date such income is actually received. The amount of ordinary income or loss recognized will equal the difference between the U.S. dollar value of the foreign currency payment received (determined on the date such payment is received) in respect of such accrual period (or, where a Holder receives U.S. dollars, the amount of such payment in respect of such accrual period) and the U.S. dollar value of interest income that has accrued during such accrual period (as determined above). A Holder may elect to translate interest income (including original issue discount) into U.S. dollars at the spot rate on the last day of the interest accrual period (or, in the case of a partial accrual period, the spot rate on the last day of the taxable year) or, alternatively, if the date of receipt or payment is within five business days of the last day of the interest accrual period, the spot rate on the date of receipt or payment. A Holder that makes such an election must apply it consistently to all debt instruments from year to year and cannot change the election without the consent of the Internal Revenue Service.

Original issue discount and amortizable bond premium on a Foreign Currency Note are to be determined in the relevant foreign currency.

Any loss realized on the sale, exchange or retirement of a Foreign Currency Note with amortizable bond premium by a Holder who has not elected to amortize such premium under Section 171 of the Code will be a capital loss to the extent of such bond premium. If such an election is made, amortizable bond premium taken into account on a current basis will reduce interest income in units of the relevant foreign currency. Exchange gain or loss is realized on such amortized bond premium with respect to any period by treating the bond premium amortized in such period as a return of principal.

A Holder's tax basis in a Foreign Currency Note, and the amount of any subsequent adjustment to such Holder's tax basis, will be the U.S. dollar value of the foreign currency amount paid for such Foreign Currency Note, or of the foreign currency amount of the adjustment, determined on the date of such purchase or adjustment. A Holder who purchases a Foreign Currency Note with previously owned foreign currency will recognize ordinary income or loss in an amount equal to the difference, if any, between such Holder's tax basis in the foreign currency and the U.S. dollar fair market value of the Foreign Currency Note on the date of purchase.

Gain or loss realized upon the sale, exchange or retirement of a Foreign Currency Note that is attributable to fluctuations in currency exchange rates will be ordinary income or loss, which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between (i) the U.S. dollar value of the foreign currency principal amount of such Note, and any payment with respect to accrued interest, determined on the date such payment is received or such Note is disposed of, and (ii) the U.S. dollar value of the foreign currency principal amount of such Note, determined on the date such Holder acquired such Note, and the U.S. dollar value of the accrued interest received, determined by translating such interest at the average exchange rate (or at a spot rate elected as described above) for the accrual period. Such foreign currency gain or loss will be recognized only to the extent of the total gain or loss realized by a Holder on the sale, exchange or retirement of the Foreign Currency Note. The source of such foreign currency gain or loss will be determined by reference to the residence of the Holder or the "qualified business unit" of the Holder on whose books the Note is properly reflected. Any gain or loss realized by the Holder in excess of such foreign currency gain or loss will generally be capital gain or loss (except, in the case of a short-term Discount Note, to the extent of any original issue discount not previously included in the Holder's income).

A Holder will have a tax basis in any foreign currency received on the sale, exchange or retirement of a Foreign Currency Note equal to the U.S. dollar value of such foreign currency, determined at the time of such sale, exchange or retirement. Regulations issued under Section 988 of the Code provide a special rule for purchases and sales of publicly traded Foreign Currency Notes by a cash method taxpayer, under which units of foreign currency paid or received are translated into U.S. dollars at the spot rate on the settlement date of the purchase or sale. Accordingly, no exchange gain or loss will result from currency fluctuations between the trade date and the settlement of such a purchase or sale. An accrual method taxpayer may elect the same treatment required of cash-method taxpayers with respect to the purchase and sale of publicly traded Foreign Currency

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Notes provided the election is applied consistently. Such election cannot be changed without the consent of the Internal Revenue Service. Any gain or loss realized by a Holder on a sale or other disposition of foreign currency (including its exchange for U.S. dollars or its use to purchase Foreign Currency Notes) will be ordinary income or loss.

Extension of Maturity. The automatic extension of the maturity of a Renewable Note by operation of its terms (as described above under the heading "Description of Notes--Extension of Maturity") should not be treated as a taxable event to Holders. Similarly, an election by a Holder to terminate the automatic extension of the maturity of a Renewable Note generally should not give rise to a taxable event. An extension of the maturity of other Notes could have different U.S. federal income tax consequences, and Holders intending to purchase such Notes should refer to the discussion relating to taxation in the applicable Pricing Supplement.

Backup Withholding and Information Reporting. Certain noncorporate Holders may be subject to backup withholding at a rate of 31% on payments of principal, premium and interest (including original issue discount, if any) on, and the proceeds of disposition of, a Note. Backup withholding will apply only if the Holder (i) fails to furnish its Taxpayer Identification Number
("TIN"), which, for an individual, would be his Social Security number, (ii)
furnishes an incorrect TIN, (iii) is notified by the Internal Revenue Service that it has failed to properly report payments of interest and dividends or
(iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments. Holders should consult their tax advisers regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable.

The amount of any backup withholding from a payment to a Holder will be allowed as a credit against such Holder's United States federal income tax liability and may entitle such Holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

PLAN OF DISTRIBUTION

The Notes are being offered on a continuing basis by the Company through one or more of Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. (the "Agents"), who have agreed to use reasonable efforts to solicit such offers. The Company will have the sole right to accept offers to purchase Notes and may reject any offer to purchase Notes in whole or in part. Each Agent will have the right to reject any offer to purchase Notes solicited by it in whole or in part. Payment of the purchase price of the Notes will be required to be made in immediately available funds. The Company will pay an Agent, in connection with sales of Notes resulting from a solicitation made or an offer to purchase received by such Agent, a commission ranging from .125% to .750% of the principal amount of the Notes to be sold, depending upon the maturity of the Notes; provided, however, that commissions with respect to Notes maturing in 30 years or more will be negotiated. The Company may appoint additional agents to solicit sales of the Notes, provided that any such solicitation and sale of Notes shall be on the same terms and conditions as the Agents have agreed to. The Company may also sell Notes directly on its own behalf.

The Company may also sell Notes to an Agent as principal for its own account at discounts to be agreed upon at the time of sale. Such Notes may be resold at a fixed offering price or at prevailing market prices, or prices related thereto at the time of such resale or otherwise, as determined by such Agent and specified in the applicable Pricing Supplement. The Agent may offer the Notes it has purchased as principal to other dealers. The Agent may sell the Notes to any dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed to any dealer will not be in excess of 66 2/3% of the discount to be received by the Agent from the Company. After the initial public offering of Notes that are to be resold by the Agent to investors and other purchasers on a fixed public offering price basis, the public offering price, concession and discount may be changed.

S-23

In order to facilitate the offering of the Notes, the Agents may engage in transactions that stabilize, maintain or otherwise affect the price of the Notes. Specifically, the Agents may overallot in connection with the offering, creating a short position in the Notes for their own account. In addition, to cover overallotments or to stabilize the price of the Notes, the Agents may bid for, and purchase, the Notes in the open market. Finally, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the Notes in the offering, if the syndicate repurchases previously distributed the Notes in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Notes above independent market levels. The Agents are not required to engage in these activities, and may end any of these activities at any time.

Each Agent may be deemed to be an "underwriter" within the meaning of the Securities Act of 1933 (the "Securities Act"). The Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act, or to contribute to payments made in respect thereof. The Company has also agreed to reimburse the Agents for certain expenses.

Concurrently with the offering of the Notes through the Agents as described herein, the Company may issue other debt securities pursuant to the Indenture. Any debt securities so issued and sold will reduce correspondingly the aggregate initial offering price of Notes that may be offered by this Prospectus Supplement and the Prospectus.

The Company does not intend to apply for the listing of the Notes on a national securities exchange, but has been advised by the Agents that the Agents intend to make a market in the Notes, as permitted by applicable laws and regulations. The Agents are not obligated to do so, however, and the Agents may discontinue making a market at any time without notice. No assurance can be given as to the liquidity of any trading market for the Notes.

LEGAL MATTERS

The validity of the Notes will be passed upon for the Company by Claire S. Grace, Esq., Senior Legal Counsel of the Company. Certain legal matters relating to the Notes will be passed upon for the Agents by Davis Polk & Wardwell, New York, New York. The accuracy of the summary of certain tax matters described under the caption "United States Federal Taxation," will be passed upon by Davis Polk & Wardwell, New York, New York, special tax counsel for the Company.

S-24

PROSPECTUS
(Subject to Completion Dated September 30, 1997)

Weyerhaeuser Company Debt Securities Preferred Shares Preference Shares


Weyerhaeuser Company (the "Company") may offer from time to time its (i) debt securities (the "Debt Securities") (ii) preferred shares and (iii) preference shares, at an aggregate initial offering price not to exceed the equivalent of $1,000,000,000, on terms to be determined at the time of sale. The Debt Securities, preferred shares and preference shares are herein collectively referred to as the "Securities." As used herein, Debt Securities shall include Debt Securities denominated in U.S. dollars or, at the option of the Company if so specified in the accompanying Prospectus Supplement (the "Prospectus Supplement"), in any other currency, including composite currencies such as the European Currency Unit. If this Prospectus is being delivered in connection with a sale of Debt Securities, the specific designation, aggregate principal amount, maturity, rate and time of payment of any interest, purchase price, any terms for mandatory or optional redemption (including any sinking fund), any modification of the covenants and any other specific terms in connection with the sale of the Debt Securities in respect of which this Prospectus is being delivered (the "Offered Debt Securities"), are set forth in the accompanying Prospectus Supplement. If this Prospectus is being delivered in connection with a sale of preferred shares or preference shares, the specific designation, number of shares, purchase price and rights, preference and privileges thereof and any qualifications or restrictions thereon (including dividends, liquidation value, voting rights, terms of conversion or exchange (if any), terms for mandatory or optional redemption (if any) and any other specific terms of the preferred shares or the preference shares in respect of which this Prospectus is being delivered (the "Offered Shares"), are set forth in the accompanying Prospectus Supplement. The Offered Debt Securities and the Offered Shares are herein collectively referred to as the "Offered Securities." The Prospectus Supplement also contains information about any listing of the Offered Securities on a securities exchange.


THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
  COMMISSION  OR ANY STATE SECURITIES  COMMISSION PASSED UPON  THE ACCURACY

OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.


The Securities may be offered directly, through agents designated from time to time, through dealers or through underwriters. Such underwriters may include Morgan Stanley & Co. Incorporated and/or Goldman, Sachs & Co. and/or other underwriters, acting alone or with other underwriters. See "Plan of Distribution." Any such agents, dealers or underwriters are set forth in the Prospectus Supplement. If an agent of the Company or a dealer or underwriter is involved in the offering of the Offered Securities, the agent's commission, dealer's purchase price, underwriter's discount and net proceeds to the Company will be set forth in, or may be calculated from, the Prospectus Supplement. Any underwriters, dealers or agents participating in the offering may be deemed "underwriters" within the meaning of the Securities Act of 1933.


September , 1997

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY  +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT        +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR   +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE      +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE    +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF  +
+ANY SUCH STATE.                                                               +

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++


NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE THEREOF.


AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.; Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois; and 7 World Trade Center, New York, New York. Copies of such information can be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Certain of such reports, proxy statements and other information are also available from the Commission over the Internet at http://www.sec.gov. Reports, proxy statements and other information concerning the Company can also be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York, at the office of the Midwest Stock Exchange, 440 South LaSalle Street, Chicago, Illinois, and at the office of the Pacific Stock Exchange, 301 Pine Street, San Francisco, California or 618 South Spring Street, Los Angeles, California. This Prospectus does not contain all information set forth in the Registration Statement and the exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933, as amended, and to which reference is hereby made.


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company pursuant to
Section 13 or 15(d) of the 1934 Act are incorporated by reference in this Prospectus: (a) Annual Report on Form 10-K for the fiscal year ended December 29, 1996; (b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 28, 1997 and June 29, 1997; and (c) Current Reports on Form 8-K dated January 2, 1997, February 24, 1997, April 15, 1997, May 23, 1997, June 19, 1997, July 1, 1997, July 9, 1997, July 11, 1997, July 17, 1997 and September 4, 1997.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

The Company will provide without charge upon written or oral request, to each person to whom a copy of this Prospectus is delivered, a copy of the material described above (not including exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to Weyerhaeuser Company, Tacoma, Washington 98477, Attention: Richard J. Taggart, Director of Investor Relations, telephone
(206) 924-2058.


CERTAIN PERSONS PARTICIPATING IN THE OFFERING OF THE SECURITIES MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OR OTHER SECURITIES OF THE COMPANY. SPECIFICALLY, THE AGENTS SPECIFIED IN THE RELEVANT PROSPECTUS SUPPLEMENT MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, THE SECURITIES OR IN THE OPEN MARKET, FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION" IN THIS PROSPECTUS AND "PLAN OF DISTRIBUTION" OR "UNDERWRITING" IN THE RELEVANT PROSPECTUS SUPPLEMENT.

2

THE COMPANY

Weyerhaeuser Company was incorporated in the state of Washington in January 1900, as Weyerhaeuser Timber Company. It is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products and real estate and financial services. Its principal business segments include timberlands and wood products, and pulp, paper and packaging.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the net proceeds to be received by the Company from the sale of the Securities offered hereby will be added to the Company's general funds and will be used for general corporate purposes, including working capital, capital expenditures, reduction of the Company's short-term debt or commercial paper presently classified as long-term debt and acquisitions. Pending such application, the net proceeds may be invested in marketable securities.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
PREFERRED AND PREFERENCE SHARE DIVIDENDS

The following table sets forth the ratios of earnings to fixed charges and earnings to fixed charges and preferred and preference share dividends for the Company for the periods indicated.

                                     TWENTY-SIX WEEKS
                                     -----------------
                                                                 YEAR
                                     JUNE 29, JUNE 30, ------------------------
                                       1997     1996   1996 1995 1994 1993 1992
                                     -------- -------- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed
 Charges(1).........................   1.88     2.66   2.59 3.81 3.11 2.89 2.27
Ratio of Earnings to Fixed Charges
 and preferred and preference share
 dividends(1).......................   1.88     2.66   2.59 3.81 3.11 2.89 2.27


(1) For the purpose of calculating the ratio of earnings to fixed charges, earnings consist of earnings before income taxes, extraordinary item and fixed charges. For the purpose of calculating the ratio of earnings to fixed charges and preferred and preference share dividends, earnings consist of earnings before income taxes, extraordinary item, fixed charges and preferred and preference share dividends. Fixed charges consist of interest on indebtedness, amortization of debt expense and one-third of rents which is deemed representative of an interest factor. This ratio excludes the interest paid on deposit accounts by Republic Federal Savings and Loan Association, a subsidiary of the Company acquired in 1985 and dissolved in 1992. If such interest is included for the fiscal year ended December 27, 1992, the ratio would be 2.25. The ratio of Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and Weyerhaeuser Financial Services, Inc. subsidiaries accounted for on the equity method but excluding the undistributed earnings of those subsidiaries is 1.95 and 3.45 for the twenty-six weeks ended June 29, 1997 and June 30, 1996, respectively, and 3.26, 6.21, 4.43, 4.02 and 3.32 for the fiscal years ended December 29, 1996, December 31, 1995, December 25, 1994, December 26, 1993 and December 27, 1992, respectively.

3

DESCRIPTION OF DEBT SECURITIES

The Offered Debt Securities are to be issued in one or more series under an Indenture, dated as of April 1, 1986, as supplemented by the First Supplemental Indenture, dated as of February 15, 1991 and the Second Supplemental Indenture, dated as of February 1, 1993 (the "Indenture"), between the Company and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee (the "Trustee"). A copy of the Indenture dated April 1, 1986 is filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 1-4825) for the year ended December 28, 1986 and copies of the First Supplemental Indenture and the Second Supplemental Indenture have been filed as exhibits to the Company's Registration Statement on Form S-3 (No. 33-52982). The following summary of certain provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture. The numerical references in parentheses below are to provisions of the Indenture. Whenever a defined term is indicated, the definition thereof is contained in the Indenture.

GENERAL

The Indenture does not limit the amount of debentures, notes or other evidences of indebtedness ranking pari passu with the Debt Securities which may be issued thereunder (such securities issued under the Indenture being herein referred to as "Debt Securities"). The Indenture provides that Debt Securities may be issued from time to time in one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European Currency Units ("ECUs"). The ECU is an accounting unit calculated as the weighted average of currencies of the European Community countries in which relative weights are derived based on each country's share in intra-European trade and output. Such weights are subject to periodic realignment upon the deviation of any such currency beyond its prescribed band of fluctuation. The ECU serves primarily as the accounting unit for the European Monetary System. Special United States federal income tax considerations applicable to any Debt Securities as denominated are described in the relevant Prospectus Supplement. The Debt Securities will be unsecured and will rank on a parity with any other unsecured and unsubordinated obligations of the Company.

Reference is made to the Prospectus Supplement for the following terms of the Offered Debt Securities (to the extent such terms are applicable to such Debt Securities): (i) designation, aggregate principal amount, purchase price and denomination; (ii) currency or units based on or relating to currencies in which such Debt Securities are denominated and/or in which principal (and premium, if any) and/or any interest will or may be payable; (iii) any date of maturity; (iv) interest rate or rates (or method by which such rate will be determined), if any; (v) the dates on which any such interest will be payable;
(vi) the place or places where the principal of, premium, if any, and interest, if any, on the Offered Debt Securities will be payable; (vii) any redemption or sinking fund provisions; (viii) any applicable United States federal income tax consequences, including whether and under what circumstances the Company will pay additional amounts on Offered Debt Securities held by a person who is not a U.S. person (as defined in the Prospectus Supplement) in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Debt Securities rather than pay such additional amounts; and (ix) any other specific terms of the Offered Debt Securities, including additional events of default or covenants provided for with respect to such Debt Securities and any terms which may be required by or advisable under United States laws or regulations.

Debt Securities may be presented for exchange and registered Debt Securities may be presented for transfer in the manner, at the places and subject to the restrictions set forth in the Debt Securities and the Prospectus Supplement. See "Description of Debt Securities-Global Securities" below. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the Indenture.

Debt Securities may be issued under the Indenture as Original Issue Discount Securities (bearing either no interest or bearing interest at a rate which at the time of issuance is below the prevailing market rate) to be sold at a substantial discount below their stated principal amount. Any special United States federal income tax and other considerations applicable to such Original Issue Discount Securities will be described in the Prospectus Supplement relating thereto.

4

Debt Securities may be issued, from time to time, with the principal amount payable on any principal payment date, or the amount of interest payable on any interest payment date, to be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such Debt Securities may receive a principal amount on any principal payment date, or a payment of interest on any interest payment date, that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such dates of the applicable currency, commodity, equity index or other factor. Information as to the methods for determining the amount of principal or interest payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional tax considerations will be set forth in the applicable Prospectus Supplement.

GLOBAL SECURITIES

The registered Debt Securities of a series may be issued in the form of one or more fully registered global Securities (a "Registered Global Security") that will be deposited with a depositary (a "Depositary") or with a nominee for a Depositary identified in the Prospectus Supplement relating to such series and registered in the name of the Depositary or a nominee thereof. In such case, one or more Registered Global Securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal amount of outstanding registered Debt Securities of the series to be represented by such Registered Global Security or Securities. Unless and until it is exchanged in whole for Debt Securities in definitive registered form, a Registered Global Security may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor and except in such circumstances as may be described in the applicable Prospectus Supplement.

The specific terms of the depositary arrangement with respect to any portion of a series of Debt Securities to be represented by a Registered Global Security will be described in the applicable Prospectus Supplement. The Company anticipates that the following provisions will apply to all depositary arrangements.

The Depositary has advised the Company as follows: The Depositary is a limited-purpose trust company organized under the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Depositary holds securities that its Participants (as defined below) deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions through electronic computerized book-entry changes in Participants' accounts thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers (including one or more underwriters or agents of the Company), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. The rules applicable to the Depositary and its Participants are on file with the Commission.

Ownership of beneficial interests in a Registered Global Security registered in the name of Depositary (a "Book-Entry Note") will be limited to persons that have accounts with the Depositary ("Participants") or persons that may hold interests through Participants. Upon the issue of a Book-Entry Note, the Depositary will credit, on its book-entry registration and transfer system, the Participants' accounts with the respective principal amounts of the Book- Entry Notes beneficially owned by such Participants. The accounts to be credited shall be designated by any dealers, underwriters or agents participating in the distribution of such Debt Securities. Ownership of beneficial interests in such Registered Global Security will be shown on, and the transfer of such ownership interests will be effected only through, records maintained by the Depositary (with respect to interests of Participants) and on the records of Participants (with respect to interests of persons holding through Participants).

5

So long as the Depositary, or its nominee, is the registered owner of a Registered Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Book-Entry Notes represented by such Registered Global Security for all purposes under the Indenture or a Registered Global Security. Except as provided below, owners of beneficial interests in a Registered Global Security will not be entitled to have the Book-Entry Notes represented by such Registered Global Securities registered in their names, will not receive or be entitled to receive physical delivery of Certificated Notes exchanged for Book-Entry Notes and will not be considered the owners or holders thereof under the Indenture. Accordingly, each Person owning a beneficial interest in a Registered Global Security must rely on the procedures of the Depositary and, if such Person is not a Participant, on the procedures of the Participant through which such Person owns its interest, to exercise any rights of a holder under the Indenture or a Registered Global Security. The Company understands that under existing policy of the Depositary and industry practices, in the event that the Company requests any action of holders or that an owner of a beneficial interest in such a Registered Global Security desires to give any notice or take any action (including, without limitation, any action pursuant to Section 5.7 of the Indenture) which a holder is entitled to give or take under the Indenture or a Registered Global Security, the Depositary would authorize the Participants holding the relevant beneficial interests to give such notice or take such action. Any beneficial owner that is not a Participant must rely on the contractual arrangements it has directly, or indirectly through its financial intermediary, with a Participant to give such notice or take such action.

Payment of principal of and premium, if any, and interest on Notes registered in the name of the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner of the Registered Global Security representing such Book-Entry Notes. None of the Company, the Trustee or any other agent of the Company or agent of the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depositary, upon receipt of any payment of principal and premium, if any, and interest in respect of a Registered Global Security, will immediately credit the accounts of the Participants with payment in amounts proportionate to their respective beneficial interests in such Registered Global Security as shown on the records of the Depositary. The Company also expects that payments by Participants to owners of beneficial interests in a Registered Global Security will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participants.

If (x) the Depositary is at any time unwilling or unable to continue as Depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor Depositary registered as a clearing agency under the Exchange Act is not appointed by the Company within 90 days, (y) the Company executes and delivers to the Trustee or its agent a Company Order to the effect that the Registered Global Securities shall be transferable and exchangeable for Certificated Notes or (z) an Event of Default has occurred and is continuing with respect to the Notes, the Registered Global Securities will be transferable or exchangeable for Certificated Notes of like tenor and of an equal aggregate principal amount. Such Certificated Notes shall be registered in such name or names as the Depositary shall instruct the Trustee. It is expected that such instructions may be based upon directions received by the Depositary from Participants with respect to ownership of beneficial interests in such Registered Global Securities.

CERTAIN RESTRICTIONS

The following restrictions apply to the Offered Debt Securities unless the Prospectus Supplement provides otherwise.

Limitation on Liens. The Indenture states that, unless the terms of any series of Debt Securities provide otherwise, if the Company or any Subsidiary (as defined in the Indenture) issues, assumes or guarantees any indebtedness for money borrowed ("Debt") secured by a mortgage, pledge, security interest or other lien (collectively "Mortgage") on any timber or timberlands of the Company or such Subsidiary located in the states of Washington, Oregon, California, Arkansas or Oklahoma or on any principal manufacturing plant of the

6

Company or such Subsidiary located anywhere in the United States, the Company must secure or cause such Subsidiary to secure the Debt Securities equally and ratably with such Debt, unless the aggregate amount of all such Debt, together with all Attributable Debt (as defined in the Indenture) in respect of Sale and Lease-Back Transactions (as defined below) existing at such time (with the exception of transactions that are excluded as described in "Limitation on Sale and Lease-Back Transactions," below), would not exceed 5% of the shareholders' interest in the Company and its consolidated Subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of the Company. The term "principal manufacturing plant" does not include any manufacturing plant that in the opinion of the Board of Directors is not a principal manufacturing plant of the Company and its Subsidiaries. The exercise of the Board of Directors' discretion in determining which of the Company's plants are "principal manufacturing plants" could have the effect of limiting the application of the limitation on liens. The following types of transactions are not deemed to create Debt secured by a Mortgage: (a) the sale, Mortgage or other transfer of timber in connection with an arrangement under which the Company or a Subsidiary is obligated to cut some or all of such timber to provide the transferee with a specified amount of money however determined; and (b) the Mortgage of any property of the Company or any Subsidiary in favor of the United States or any state, or any department, agency or instrumentality of either, to secure any payments to the Company or any Subsidiary pursuant to any contract or statute.

Such limitation will not apply to Mortgages (a) securing Debt of a Subsidiary to the Company or another Subsidiary; (b) created, incurred or assumed contemporaneously with, or within 90 days after, the acquisition or improvement or construction of the mortgaged property or that secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, provided that in the case of construction or improvement, the Mortgage does not apply to any property previously owned by the Company or any Subsidiary other than unimproved real property on which the property so constructed, or the improvement, is located;
(c) existing at the time of acquisition of the mortgaged property; or (d) any extension, renewal or replacement of any Mortgage described in (b) and (c), not in excess of the principal amount of such Debt and limited to all or part of the same property secured by the Mortgage so extended, renewed or replaced.
(Section 3.6)

Limitation on Sale and Lease-Back Transactions. The Indenture states that, unless the terms of any series of Debt Securities provide otherwise, neither the Company nor any Subsidiary may lease any real property in the United States (except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by the Company or Subsidiary to such lessor (a "Sale and Lease-Back Transaction"), unless the aggregate amount of all Attributable Debt with respect to such transactions together with all Debt upon property described under "Limitation on Liens," above (with the exception of Debt that is excluded as described therein) would not exceed 5% of the shareholders' interest in the Company and its consolidated Subsidiaries, as shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of the Company.
(Sections 3.6 and 3.7)

Such limitation will not apply to any Sale and Lease-Back Transaction if (a) the Company or such Subsidiary would be entitled to incur Debt secured by a Mortgage on the leased property without equally and ratably securing the Debt Securities as described in "Limitation on Liens," above or (b) the Company, within 90 days of the effective date of any such Sale and Lease-Back Transaction, applies an amount equal to the fair value (as determined by the Board of Directors of the Company) of the leased property to the retirement of Debt that matures at, or is extendable or renewable at the option of the obligor to, a date more than 12 months after the date of the creation of such Debt. (Section 3.7)

EVENTS OF DEFAULT

An Event of Default will occur under the Indenture with respect to any series of Debt Securities if (a) the Company fails to pay when due any installment of interest on any of such Debt Securities and such default continues for 30 days, (b) the Company fails to pay when due all or any part of the principal of (and premium, if any, on) any of such Debt Securities (whether at maturity, upon redemption, upon acceleration or otherwise),

7

(c) the Company fails to deposit any sinking fund payment when due on any of such Debt Securities, (d) the Company fails to perform or observe any other term, covenant or agreement contained in the Indenture (other than a covenant included in the Indenture solely for the benefit of a different series of Debt Securities) for 90 days after written notice thereof, as provided in the Indenture, (e) certain events of bankruptcy, insolvency or reorganization have occurred, or (f) the Company has not complied with any of certain specified covenants. (Section 5.1)

If an Event of Default due to failure to pay the principal of, or interest on, any series of Debt Securities, or the breach of any other covenant or warranty of the Company applicable solely to such Debt Securities has occurred and is continuing, either the Trustee or the holder or holders of 25% in principal amount of such Debt Securities may declare the principal of all such Debt Securities and interest accrued thereon to be due and payable immediately. If an Event of Default due to default in the performance of any other covenant or agreement in the Indenture applicable to all outstanding Debt Securities or due to certain events of bankruptcy, insolvency and reorganization of the Company, has occurred and is continuing, either the Trustee or the holder or holders of 25% in principal amount of all Debt Securities then outstanding (treated as one class) may declare the principal of all Debt Securities and interest accrued thereon to be due and payable immediately. The holders of a majority in principal amount of the Debt Securities of such series (or of all series, as the case may be) then outstanding may rescind such declaration if, prior to the entry of a judgment or decree with respect to such acceleration, the Company pays or deposits with the Trustee a sum sufficient to pay all matured installments of interest on the outstanding Debt Securities and all the principal of the Debt Securities that have become due otherwise than by acceleration and certain other expenses and if all other Events of Default under the Indenture have been cured, waived or otherwise remedied as permitted by the Indenture or prior to a declaration of the acceleration of the maturity of the Debt Securities past defaults may be waived (except a continuing default in payment of principal of (or premium, if any) or interest on the Debt Securities). (Sections 5.1 and 5.10)

The holder or holders of a majority in principal amount of the outstanding Debt Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that such direction may not conflict with any rule of law or the Indenture. (Section 5.9) Before proceeding to exercise any right or power under the Indenture at the direction of such holder or holders, the Trustee is entitled to receive from such holder or holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with any such direction. (Section 5.6)

The Company is required to furnish to the Trustee annually a statement of certain of its officers to the effect that, to the best of their knowledge, the Company is not in default in the performance of the terms of the Indenture or, if they have knowledge that the Company is in default, specifying such default. (Section 3.5)

The Indenture requires the Trustee to give to all holders of outstanding Debt Securities of any series notice of any default by the Company with respect to that series, unless such default has been cured or waived; however, except in the case of a default in the payment of principal of (and premium, if any) or interest on any outstanding Debt Securities of that series or in the payment of any sinking fund installment, the Trustee is entitled to withhold such notice in the event that the board of directors, the executive committee or a trust committee of directors or certain officers of the Trustee in good faith determine that withholding such notice is in the interest of the holder or holders of the outstanding Debt Securities of that series.

DEFEASANCE AND DISCHARGE

The following defeasance provision will apply to the Offered Debt Securities unless the Prospectus Supplement provides otherwise.

The Indenture provides that, unless the terms of any series of Debt Securities provide otherwise, the Company will be discharged from obligations in respect of the Indenture and the outstanding Debt Securities of such series (including its obligation to comply with the provisions referred to under "Certain Restrictions," if

8

applicable, but excluding certain other obligations, such as the obligation to pay principal of (and premium, if any) and interest on the Debt Securities of such series then outstanding, obligations of the Company in the event of acceleration following default under clause (a) referred to above under "Events of Default" and obligations to register the transfer or exchange of such outstanding Debt Securities and to replace stolen, lost or mutilated certificates), upon the irrevocable deposit, in trust, of cash or U.S. Government obligations (as defined in the Indenture) which through the payment of interest and principal thereof in accordance with their terms will provide cash in an amount sufficient to pay any installment of principal of (and premium, if any) and interest on and mandatory sinking fund payments in respect of such outstanding Debt Securities on the stated maturity of such payments in accordance with the terms of the Indenture and such outstanding Debt Securities, provided that the Company has received an opinion of counsel to the effect that such a discharge will not be deemed, or result in, a taxable event with respect to holders of the outstanding Debt Securities of such series and that certain other conditions are met. (Section 10.1)

MODIFICATION OF THE INDENTURE

The Indenture provides that the Company and the Trustee may enter into supplemental indentures without the consent of the holders of Debt Securities to: (a) secure any Debt Securities, (b) evidence the assumption by a successor corporation of the obligations of the Company, (c) add covenants for the protection of the holders of Debt Securities, (d) cure any ambiguity or correct any inconsistency in the Indenture, (e) establish the form or terms of Debt Securities of any series, and (f) evidence the acceptance of appointment by a successor trustee. (Section 8.1)

The Indenture also contains provisions permitting the Company and the Trustee, with the consent of the holder or holders of not less than a majority in principal amount of Debt Securities of each series then outstanding and affected, to add any provisions to, or change in any manner or eliminate any of the provisions of, the Indenture or modify in any manner the rights of the holder or holders of the Debt Securities of each series so affected, provided that the Company and the Trustee may not, without the consent of the holder of each outstanding Debt Security affected thereby, (a) extend the stated maturity of the principal of any Debt Security, or reduce the principal amount thereof or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or impair the right to institute suit for the enforcement of any such payment when due, or (b) reduce the percentage in principal amount of Debt Securities of any series the consent of the holder or holders of which is required for any such modification. (Section 8.2)

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

The Company may, without the consent of the Trustee or the holders of Debt Securities, consolidate or merge with, or convey, transfer or lease its properties and assets substantially as an entirety to any other corporation, provided that any successor corporation must be a corporation organized under the laws of the United States of America or any state and must expressly assume all obligations of the Company under the Debt Securities and that certain other conditions must be met. Thereafter, except in the case of a lease, the Company will be relieved of all obligations thereunder. (Article Nine)

APPLICABLE LAW

The Debt Securities and the Indenture will be governed by and construed in accordance with the laws of the State of New York. (Section 11.8)

CONCERNING THE TRUSTEE

The Chase Manhattan Bank is the Trustee under the Indenture.

9

DESCRIPTION OF PREFERRED SHARES

The following is a description of certain general terms and provisions of the preferred shares of the Company. The particular terms of any series of preferred shares will be set forth in the related Prospectus Supplement. If so indicated in a Prospectus Supplement, the terms of any such series may differ from the terms set forth below. The summary of the terms of the Company's preferred shares contained in this Prospectus and the relevant Prospectus Supplement does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Company's Restated Articles of Incorporation and the statement regarding amendment of articles of incorporation relating to the applicable series of preferred shares (the "Statement"), which will be filed as an exhibit to or incorporated by reference in the Registration Statement of which this Prospectus is a part at the time of issuance of such series of preferred shares.

The Company's Restated Articles of Incorporation authorizes the issuance of 7,000,000 preferred shares having a par value of $1.00 per share. The Board of Directors has the authority to divide the preferred shares into series, to designate for each series established such rights and preferences as voting rights, dividend rate, terms and conditions of redemption, amount payable upon liquidation, sinking fund provisions and terms and conditions of conversion, and to issue the shares so designated in such amounts and to such persons as they lawfully determine without further action by the Company's shareholders. Thus, the Board of Directors, without shareholder approval, could authorize the issuance of preferred shares with voting, conversion, and other rights that could adversely affect the voting power and other rights of holders of common shares or other series of preferred shares or that could have the effect of delaying, deferring or preventing a change in control of the Company. The aggregate amount payable upon liquidation may not exceed $350,000,000 with respect to all series of preferred shares. All preferred shares rank senior to common and preference share with respect to accrued dividends and assets available on liquidation. There are currently no series of preferred shares outstanding.

GENERAL

Reference is made to the Prospectus Supplement for the following terms of and information relating to the preferred shares of any series (to the extent such terms are applicable to such preferred shares): (i) the specific designation, number of shares and purchase price; (ii) any liquidation preference per share; (iii) any date of maturity; (iv) any redemption, payment or sinking fund provisions; (v) any dividend rate or rates and the dates on which any such dividends will be payable (or the method by which such rates or dates will be determined); (vi) any voting rights; (vii) the currency or units based on or relating to currencies in which such preferred shares are denominated and/or payment will or may be payable; (viii) the methods by which amounts payable in respect in respect of such preferred shares may be calculated and any commodities, currencies or indices, or value, rate or price, relevant to such calculation; (ix) the place or places where dividends and other payments on the preferred shares will be payable; (x) and any additional voting, dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions.

The preferred shares offered hereby will be issued in one or more series. The preferred shares offered hereby will not be convertible or exchangeable into common shares of the Company or into securities convertible or exchangeable into common shares of the Company. The holders of preferred shares will have no preemptive rights. Preferred shares, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. Neither the par value nor the liquidation preference is indicative of the price at which the preferred shares will actually trade on or after the date of issuance. All preferred shares will be of equal rank with each other, regardless of series.

DIVIDENDS

Holders of preferred shares of each series will be entitled to receive, when and as declared by the Board of Directors of the Company out of funds legally available therefor, cumulative dividends at the rate determined by the Board of Directors for such series, and no more. Dividends on the preferred shares accrue on a daily basis

10

from such date as may be fixed by the Board of Directors for any series. Unless dividends at the rate prescribed for each series of preferred shares have been declared and paid or set apart for payment in full on all outstanding preferred shares for all past dividend periods and the current dividend period, no dividends may be declared or paid upon any class of shares ranking as to dividends subordinate to the preferred shares, and no sum or sums may be set aside for the redemption of preferred shares of any series (including any sinking fund payment therefor) or for the purchase, redemption (including any sinking fund payment therefor) or other acquisition for value of any class or series of shares ranking as to dividends or assets on a parity with or subordinated to any such series of preferred shares. Accrued and unpaid dividends on the preferred shares will not bear interest.

REDEMPTION

The terms, if any, on which preferred shares of any series may be redeemed will be set forth in the related Prospectus Supplement.

If fewer than all of the outstanding preferred shares of any series are to be redeemed, the number of shares of such series and the method of effecting such redemption, whether by lot or pro rata, will be as determined by the Company (with adjustment to avoid redemption of fractional shares).

LIQUIDATION

In the event of voluntary or involuntary liquidation of the Company, before any distribution of assets may be made to the holders of any class of shares ranking as to assets subordinate to the preferred shares, the holders of the preferred shares of each series will be entitled to receive out of the assets of the Company available for distribution to its shareholders the sum of the liquidation preference for such series and the amount per share equal to all accrued and unpaid dividends thereon. Neither the consolidation nor merger of the Company with or into any other corporation or corporations, the sale or lease of all or substantially all of the assets of the Company, nor the merger or consolidation of any other corporation into and with the Company, will be deemed to be a voluntary or involuntary liquidation.

VOTING

The preferred shares of a series will not be entitled to vote, except as provided below or in the applicable Prospectus Supplement and as required by applicable law. Unless otherwise indicated in the Prospectus Supplement relating to a series of preferred shares, each series of shares will be entitled to one vote on matters which holders of such series are entitled to vote. Notwithstanding the foregoing, the Company may not alter certain rights and preferences of a series of preferred shares without the affirmative vote of the holders of at least two-thirds of the shares of such affected series. Whenever dividends on the preferred shares are in arrears in an aggregate amount equal to six quarterly dividend periods, then the holders of preferred shares, voting as a class, will be entitled to elect two additional directors beyond the number specified in the bylaws to be elected by all shareholders and beyond the number that may be elected by the holders of the preference shares.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the preferred shares is ChaseMellon Shareholder Services.

11

DESCRIPTION OF PREFERENCE SHARES

The following is a description of certain general terms and provisions of the preference shares of the Company. The particular terms of any series of preference shares will be set forth in the related Prospectus Supplement. If so indicated in a Prospectus Supplement, the terms of any such series may differ from the terms set forth below. The summary of the terms of the Company's preference shares contained in this Prospectus and the relevant Prospectus Supplement does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Company's Restated Articles of Incorporation and the statement regarding amendment of articles of incorporation relating to the applicable series of preference shares (the "Statement"), which will be filed as an exhibit to or incorporated by reference in the Registration Statement of which this Prospectus is a part at the time of issuance of such series of preference shares.

The Company's Restated Articles of Incorporation authorizes the issuance of 40,000,000 preference shares having a par value of $1.00 per share. The Board of Directors has the authority to divide the preference shares into series, to designate for each series established such rights and preferences as voting rights, dividend rate, terms and conditions of redemption, amount payable upon liquidation, sinking fund provisions and terms and conditions of conversions, and to issue the shares so designated in such amounts and to such persons as they lawfully determine without further action by the Company's shareholders. Thus, the Board of Directors, without shareholder approval, could authorize the issuance of preference shares with voting, conversion, and other rights that could adversely affect the voting power and other rights of holders of common shares or other series of preferred or preference shares or that could have the effect of delaying, deferring or preventing a change in control of the Company. The aggregate amount payable upon liquidation of all series of preference shares is unlimited. All preference shares rank senior to common shares but subordinate to the preferred shares with respect to accrued dividends and assets available on liquidation.

GENERAL

Reference is made to the Prospectus Supplement for the following terms of and information relating to the preference shares of any series (to the extent such terms are applicable to such preference shares): (i) the specific designation, number of shares and purchase price; (ii) any liquidation preference per share; (iii) any date of maturity; (iv) any redemption, payment or sinking fund provisions; (v) any dividend rate or rates and the dates on which any such dividends will be payable (or the method by which such rates or dates will be determined); (vi) any voting rights; (vii) the currency or units based on or relating to currencies in which such preference shares are denominated and/or payments will or may be payable; (viii) the methods by which amounts payable in respect of such preference shares may be calculated and any commodities, currencies or indices, or value, rate or price, relevant to such calculation; (ix) the place or places where dividends and other payments on the preference shares will be payable; (x) and any additional voting, dividend, liquidation, redemption, sinking fund and other rights, preferences, privileges, limitations and restrictions.

The preference shares offered hereby will be issued in one or more series. The preference shares offered hereby will not be convertible or exchangeable into common shares of the Company or into securities convertible or exchangeable into common shares of the Company. The holders of preference shares will have no preemptive rights. Preference shares, upon issuance against full payment of the purchase price therefor, will be fully paid and nonassessable. Neither the par value nor the liquidation preference is indicative of the price at which the preference shares will actually trade on or after the date of issuance. All preference shares will be of equal rank with each other, regardless of series.

DIVIDENDS

Holders of preference shares of each series will be entitled to receive, when and as declared by the Board of Directors of the Company out of funds legally available therefor, cumulative dividends at the rate determined by the Board of Directors for such series, and no more. Dividends on the preference shares accrue on a daily basis from such date as may be fixed by the Board of Directors for any series. Unless dividends at the rate prescribed for each series of preferred shares have been declared and paid or set apart for payment in full on all

12

outstanding preferred shares for all past dividend periods and the current dividend period, no dividends may be declared or paid upon any class of shares ranking as to dividends subordinate to the preferred shares, and no sum or sums may be set aside for the redemption of preferred shares of any series (including any sinking fund payment therefor) or for the purchase, redemption (including any sinking fund payment therefor) or other acquisition for value of any class or series of shares ranking as to dividends or assets on a parity with or subordinate to any such series of preferred shares. Unless dividends at the rate prescribed for each series of preference shares have been declared and paid or set apart for the payment in full on all outstanding preference shares for all past dividend periods and the current dividend period, no dividends may be declared or paid upon any class of shares ranking as to dividends subordinate to the preference shares, and no sum or sums may be set aside for the redemption of preference shares of any series (including any sinking fund payment therefor) or for the purchase, redemption (including any sinking fund payment therefor) or other acquisition for value of any class or series of shares ranking as to dividends or assets on a parity with or subordinate to any series of preference shares. Accrued and unpaid dividends on the preference shares will not bear interest.

REDEMPTION

The terms, if any, on which preference shares of any series may be redeemed will be set forth in the related Prospectus Supplement.

If fewer than all of the outstanding preference shares of any series are to be redeemed, the number of shares of such series and the method of effecting such redemption, whether by lot or pro rata, will be as determined by the Company (with adjustment to avoid redemption of fractional shares).

LIQUIDATION

In the event of voluntary or involuntary liquidation of the Company, before any distribution of assets may be made to the holders of any class of shares ranking as to assets subordinate to the preference shares, the holders of the preference shares of each series will be entitled to receive out of the assets of the Company available for distribution to its shareholders the sum of the liquidation preference for such series and the amount per share equal to all accrued and unpaid dividends thereon, but the holders of the preference shares will not be entitled to receive the liquidation price of such shares until the liquidation price of the preferred shares at the time outstanding shall have been paid in full. The holders of all series of preference shares are entitled to share ratably, in accordance with the respective amounts payable thereon, in any such distribution which is not sufficient to pay in full the aggregate amounts payable thereon. After payment in full of the liquidation price of the preference shares the holders of such shares are not entitled to any further participation in any distribution of assets by the Company. Neither the consolidation nor merger of the Company with or into any other corporation or corporations, the sale or lease of all or substantially all of the assets of the Company, nor the merger or consolidation of any other corporation into and with the Company, will be deemed to be a voluntary or involuntary liquidation.

VOTING

The preference shares of a series will not be entitled to vote, except as provided below or in the applicable Prospectus Supplement and as required by applicable law. Unless otherwise indicated in the Prospectus Supplement relating to a series of preference shares, each series of shares will be entitled to one vote on matters which holders of such series are entitled to vote. Notwithstanding the foregoing, the Company may not alter certain rights and preferences of a series of preference shares without the affirmative vote of the holders of at least two-thirds of the shares of such affected series. Whenever dividends on the preference shares are in arrears in an aggregate amount equal to six quarterly dividend periods, then the holders of preference shares, voting as a class, will be entitled to elect two additional directors beyond the number specified in the bylaws to be elected by all shareholders and beyond the number that may be elected by the holders of the preferred shares.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the preference shares is ChaseMellon Shareholder Services.

13

PLAN OF DISTRIBUTION

The Company may sell Offered Securities (i) through agents, (ii) through underwriters, (iii) through dealers or (iv) directly to purchasers (through a specific bidding or auction process or otherwise).

Securities may be offered and sold through agents designated by the Company from time to time. Any such agent involved in the offer or sale of the Offered Securities will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933, as amended (the "1933 Act"), of the Securities so offered and sold. Agents may be entitled under agreements that may be entered into with the Company to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act, and may be customers of, engage in transactions with or perform services for the Company in the ordinary course of business.

If an underwriter or underwriters are utilized in the sale of Offered Securities, the Company will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached, and the names of the specific managing underwriter or underwriters, as well as any other underwriters, and the terms of the transaction, including compensation of the underwriters and dealers, if any, will be set forth in the Prospectus Supplement, which will be used by the underwriters to make resales of Offered Securities. The underwriters may be entitled, under the relevant underwriting agreement, to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. Morgan Stanley & Co. Incorporated and/or Goldman, Sachs & Co. and/or other underwriters named in the Prospectus Supplement may act as managing underwriter with respect to an offering of Securities effected through underwriters. Only underwriters named in the Prospectus Supplement are deemed to be underwriters in connection with the Offered Securities and if Morgan Stanley & Co. Incorporated or Goldman, Sachs & Co. is not named in the Prospectus Supplement, it will not be a party to the underwriting agreement relating to such Securities, will not be purchasing any such Securities from the Company in connection with such offering and will have no direct or indirect participation in the underwriting of such Securities, although it may participate in the distribution of such Securities under circumstances where it may be entitled to a dealer's commission.

If a dealer is utilized in the sale of Offered Securities, the Company will sell such Securities to the dealer, as principal. The dealer may then resell such Securities to the public at varying prices to be determined by such dealer at the time of resale. Dealers may be entitled, under agreements which may be entered into with the Company, to indemnification by the Company against certain liabilities, including liabilities under the 1933 Act. The name of the dealer and the terms of the transaction will be set forth in the Prospectus Supplement relating thereto.

In order to facilitate the offering of the Securities the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Securities, or any other securities the prices of which may be used to determine payments on such Securities. Specifically, the underwriters may overallot in connection with the offering, creating a short position in the Securities for their own accounts. In addition, to cover overallotments or to stabilize the price of the Securities or of any such other securities, the underwriters may bid for, and purchase, the Securities or any such other securities in the open market. Finally, in any offering of the Securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the Securities in the offering if the syndicate repurchases previously distributed Securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Securities above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

Offers to purchase Securities may be solicited directly by the Company and sales thereof may be made by the Company directly to institutional investors or others. The terms of any such sales, including the terms of any bidding or auction process, if utilized, will be described in the Prospectus Supplement relating thereto.

14

If so indicated in the Prospectus Supplement, the Company will authorize agents and underwriters to solicit offers by certain institutions to purchase Securities from the Company at the public offering price set forth in the Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for payment and delivery on the date stated in the Prospectus Supplement. Each Contract will be for an amount not less than, and unless the Company otherwise agrees the aggregate principal amount of Securities sold pursuant to Contracts will be not less nor more than, the respective amounts stated in the Prospectus Supplement. Institutions with whom Contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions but in all cases must be approved by the Company. Contracts will not be subject to any conditions except that any related sale of Securities covered by its Contract may not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which such institution is subject. A commission indicated in the Prospectus Supplement will be paid to underwriters and agents soliciting purchases of Securities pursuant to Contracts accepted by the Company.

The place and time of delivery of Offered Securities are set forth in the accompanying Prospectus Supplement.

LEGAL OPINIONS

The validity of the Offered Securities will be passed upon for the Company by Claire S. Grace, Esq., Senior Legal Counsel of the Company.

Certain legal matters relating to Offered Securities will be passed upon for underwriters and certain other purchasers by Davis Polk & Wardwell, New York, New York.

EXPERTS

The financial statements and schedules incorporated herein by reference to the Company's Annual Report on Form 10-K for the year ended December 29, 1996 have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports.

15

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission filing fee................... $257,576
Listing fees....................................................        0*
Legal fees and expenses.........................................   30,000*
Rating agencies' fees...........................................  300,000*
Printing........................................................   90,000*
Trustee's fees and expenses.....................................    6,000*
Issuing and Paying Agent's fees and expenses....................    7,000*
Accountants' fees and expenses..................................   20,000*
Blue Sky fees and expenses......................................   20,000*
Miscellaneous...................................................   10,424*
                                                                 --------
  Total......................................................... $750,000*
                                                                 ========


* Estimated.

ITEM 15. INDEMNIFICATION.

The Washington Business Corporation Act sets forth provisions pursuant to which officers and directors of the Registrant may be indemnified against liabilities that they may incur in their capacity as such. Article XII of the Registrant's Bylaws provides for the indemnification of directors and officers of the Registrant against certain liabilities under certain circumstances.

Under insurance policies of the Registrant, directors and officers of the Registrant may be indemnified against certain losses arising from certain claims that may be made against such persons by reason of their being such directors or officers.

Under Section VII of the Underwriting Agreement Standard Provisions (Debt) incorporated by reference in the Underwriting Agreement filed as Exhibit 1 hereto, the underwriters agree to indemnify, under certain conditions, the Registrant, its directors, certain of its officers and persons who control the Registrant within the meaning of the Act against certain liabilities.

ITEM 16. EXHIBITS.

This Registration Statement includes the following Exhibits:

EXHIBIT
NUMBER                          DESCRIPTION OF EXHIBIT
-------                         ----------------------
 (1)(a) Form of Underwriting Agreement, including Underwriting Agreement
        Standard provisions (Debt).
 (1)(b) Form of Underwriting Agreement (Preferred Shares and Preference
        Shares).
 (1)(c) Form of Distribution Agreement.
 (4)(a) Indenture, dated as of April 1, 1986 between the Company and Chemical
        Bank, as Trustee.
 (4)(b) First Supplemental Indenture, dated as of February 15, 1991 between
        the Company and Chemical Bank, as Trustee filed on October 6, 1992 as
        Exhibit 4(b) to Registration Statement No. 33-52982.
 (4)(c) Second Supplemental Indenture, dated as of February 1, 1993, between
        the Company and Chemical Bank, as Trustee, filed as Exhibit 4(c) to
        Registration Statement No. 33-59974.
 (4)(d) Form of statement regarding amendment of Articles of Incorporation.*
 (5)    Opinion of Claire S. Grace, Senior Legal Counsel of the Company as to
        validity of securities being registered.

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EXHIBIT
NUMBER                          DESCRIPTION OF EXHIBIT
-------                         ----------------------
(12)    Computation of Ratios of Earnings to Fixed Charges:
        (a) Total Enterprise, excluding interest paid on depositor accounts by
            Republic Federal Savings and Loan Association.
        (b) Total Enterprise, including interest paid on depositor accounts by
            Republic Federal Savings and Loan Association.
        (c) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and
            Weyerhaeuser Financial Services, Inc. subsidiaries accounted for on
            the equity method, but excluding the undistributed earnings of those
            subsidiaries.
        (d) Total Enterprise, excluding interest paid on depositor accounts by
            Republic Federal Savings and Loan Association.
        (e) Total Enterprise, including interest paid on depositor accounts by
            Republic Federal Savings and Loan Association.
        (f) Weyerhaeuser Company with its Weyerhaeuser Real Estate Company and
            Weyerhaeuser Financial Services, Inc. subsidiaries accounted for on
            the equity method, but excluding the undistributed earnings of those
            subsidiaries.
(13)(a) Annual Report on Form 10-K for the 52 weeks ended December 29, 1997.
(13)(b) Quarterly Report on Form 10-Q for the 13 weeks ended March 28, 1997.
(13)(c) Quarterly Report on Form 10-Q for the 13 weeks ended June 29, 1997.
(23)    Consent of Experts and Counsel:
        (a) Consent of Claire S. Grace (contained in Exhibit 5 hereto).
        (b) Consent of Arthur Andersen LLP, independent public accountants.
(24)    Power of Attorney (contained on the signature pages hereof).
(25)

Statement of Eligibility and Qualification on Form T-1 of Chemical Bank, as Trustee.
* To be filed by amendment

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated by reference in this Registration Statement;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, unless such information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 and incorporated herein by reference;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-2


(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions (except for the insurance referred to in the second paragraph of Item 15) or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3


SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED, IN THE COUNTY OF KING, AND STATE OF WASHINGTON, ON THE 29TH DAY OF SEPTEMBER, 1997.

Weyerhaeuser Company

By     /s/ Sandy D. McDade
  ___________________________________
           Sandy D. McDade
              Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY CONSTITUTES AND APPOINTS ROBERT A. DOWDY, SANDY D. MCDADE, AND CYNTHIA J. ALEXANDER, AND EACH OF THEM, AS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO EXECUTE IN THE NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE SALE, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS FULLY TO ALL INTENTS AND PURPOSES AS COULD BE DONE. IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.

             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
    /s/ John W. Creighton, Jr.       President and Chief           September 29, 1997
____________________________________  Executive Officer
     (JOHN W. CREIGHTON, JR.)         (Principal Executive
                                      Officer) and Director




         /s/ W. C. Stivers           Senior Vice President and     September 29, 1997
____________________________________  Chief Financial Officer
          (W. C. STIVERS)             (Principal Financial
                                      Officer)

     /s/ Kenneth J. Stancato         Vice President and            September 29, 1997
____________________________________  Controller (Principal
       (KENNETH J. STANCATO)          Accounting Officer)

II-4


             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
       /s/ W. John Driscoll          Director                      September 29, 1997
____________________________________
         (W. JOHN DRISCOLL)



       /s/ Philip M. Hawley          Director                      September 29, 1997
____________________________________
        (PHILIP M. HAWLEY)


                                     Director                      September 29, 1997
____________________________________
         (MARTHA R. INGRAM)


      /s/ John I. Kieckhefer         Director                      September 29, 1997
____________________________________
        (JOHN I. KIECKHEFER)


 /s/ Rt. Hon. Donald F. Magankowski  Director                      September 29, 1997
____________________________________
          (RT. HON. DONALD F.
           MAGANKOWSKI)

    /s/ William D. Ruckelshaus       Director                      September 29, 1997
____________________________________
      (WILLIAM D. RUCKELSHAUS)


     /s/ Richard H. Sinkfield        Director                      September 29, 1997
____________________________________
       (RICHARD H. SINKFIELD)


    /s/ George H. Weyerhaeuser       Director                      September 29, 1997
____________________________________
     (GEORGE H. WEYERHAEUSER)

II-5


EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT                       PAGE
-------                      ----------------------                       ----
 (1)(a) Form of Underwriting Agreement, including Underwriting
        Agreement Standard provisions (Debt).
 (1)(b) Form of Underwriting Agreement (Preferred Shares and Preference
        Shares).
 (1)(c) Form of Distribution Agreement.
 (4)(a) Indenture, dated as of April 1, 1986 between the Company and
        Chemical Bank, as Trustee.
 (4)(b) First Supplemental Indenture, dated as of February 15, 1991
        between the Company and Chemical Bank, as Trustee filed on
        October 6, 1992 as Exhibit 4(b) to Registration Statement No.
        33-52982.
 (4)(c) Second Supplemental Indenture, dated as of February 1, 1993,
        between the Company and Chemical Bank, as Trustee, filed as
        Exhibit 4(c) to Registration Statement No. 33-59974.
 (4)(d) Form of statement regarding amendment of Articles of
        Incorporation.*
 (5)    Opinion of Claire S. Grace, Senior Legal Counsel of the Company
        as to validity of securities being registered.
(12)    Computation of Ratios of Earnings to Fixed Charges:
        (a) Total Enterprise, excluding interest paid on depositor
            accounts by Republic Federal Savings and Loan Association.
        (b) Total Enterprise, including interest paid on depositor
            accounts by Republic Federal Savings and Loan Association.
        (c) Weyerhaeuser Company with its Weyerhaeuser Real Estate
            Company and Weyerhaeuser Financial Services, Inc.
            subsidiaries accounted for on the equity method, but
            excluding the undistributed earnings of those subsidiaries.
        (d) Total Enterprise, excluding interest paid on depositor
            accounts by Republic Federal Savings and Loan Association.
        (e) Total Enterprise, including interest paid on depositor
            accounts by Republic Federal Savings and Loan Association.
        (f) Weyerhaeuser Company with its Weyerhaeuser Real Estate
            Company and Weyerhaeuser Financial Services, Inc.
            subsidiaries accounted for on the equity method, but
            excluding the undistributed earnings of those subsidiaries.
(13)(a) Annual Report on Form 10-K for the 52 weeks ended December 29,
        1997.
(13)(b) Quarterly Report on Form 10-Q for the 13 weeks ended March 28,
        1997.
(13)(c) Quarterly Report on Form 10-Q for the 13 weeks ended June 29,
        1997.
(23)    Consent of Experts and Counsel:
        (a) Consent of Claire S. Grace (contained in Exhibit 5 hereto).
        (b) Consent of Arthur Andersen LLP, independent public
            accountants.
(24)    Power of Attorney (contained on the signature pages hereof).
(25)

Statement of Eligibility and Qualification on Form T-1 of Chemical Bank, as Trustee.

* To be filed by amendment.


EXHIBIT 1(a)

WEYERHAEUSER COMPANY
(a Washington corporation)

UNDERWRITING AGREEMENT

STANDARD PROVISIONS (DEBT)


From time to time, Weyerhaeuser Company, a Washington corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

I.

The Company proposes to issue from time to time debt securities (the "Securities") to be issued pursuant to the provisions of the Indenture dated as of April 1, 1986, (the "Indenture") between the Company and Chemical Bank, as Trustee. The Securities will have varying designations, maturities, rates and times of payment of interest, selling prices, redemption terms and other terms.

The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and has filed with, or mailed for filing to, the Commission a prospectus supplement or supplements specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933. The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. The term Basic Prospectus means the prospectus relating to the Registration Statement in the form first filed with the Commission pursuant to Rule 424(b) or (c) in connection with the offering of the Offered Securities. The term Prospectus means the Basic Prospectus together with the prospectus supplement (other than a preliminary prospectus supplement) specifically relating to the Offered Securities as filed with, or mailed for filing to, the Commission pursuant to Rule 424. The term preliminary prospectus means any preliminary form of the Prospectus used in connection with the offering of the Offered Securities. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include, in each case, the material, if any, incorporated by reference therein.


The term Underwriters' Securities means the Offered Securities to be purchased by the Underwriters herein. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.

II.

If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto ("Delayed Delivery Contracts") but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company.

III.

The Company is advised by the Manager that the Underwriters propose to make a public offering of their respective portions of the Underwriters' Securities as soon after this Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus.

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IV.

Payment for the Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company in New York Clearing House funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such denominations as the Manager shall request in writing not less than two full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Underwriters' Securities are herein referred to as the Closing Date.

V.

The several obligations of the Underwriters hereunder are subject to the following conditions:

(a) (i) subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, that, in the judgment of the Manager, is material and adverse and that makes it, in the judgment of the Manager, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus; and

(iii) the Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (i)

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above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.

(b) The Manager shall have received on the Closing Date an opinion of Alan P. Vandevert, Secretary and Counsel of the Company or other counsel satisfactory to the Manager, dated the Closing Date, to the effect set forth as Exhibit A.

(c) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, to the effect set forth as Exhibit B.

(d) The Manager shall have received on the Closing Date, a letter dated the Closing Date in form and substance satisfactory to the Manager, from Arthur Andersen & Co., independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.

VI.

In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows:

(a) To furnish the Manager, without charge, three signed copies of the Registration Statement including exhibits and materials, if any, incorporated by reference therein and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amend-

-4-

ments thereto as the Manager may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement with respect to the Registration Statement or Prospectus shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934, which are deemed to be incorporated by reference in the Registration Statement and Prospectus.

(b) Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish the Manager a copy of each such proposed amendment or supplement.

(c) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered with respect thereto, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or to supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(d) To qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdiction as the Manager may designate.

-5-

(e) To make generally available to the Company's security holders as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 and the applicable rules and regulations of the Commission thereunder.

(f) During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to the Offered Securities without the prior written consent of the Manager.

VII.

The Company represents and warrants to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (ii) each part of the registration statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act of 1933 relating to the Securities, when such part became effective under the Securities Act of 1933 did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to statements or omissions in the Registration Statement, any preliminary prospectus or the

-6-

Prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein.

The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (if used within the period set forth in paragraph
(c) of Article VI hereof and as amended or supplemented if the Company shall have furnished any amendments of supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for use therein.

Each Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus.

In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel

-7-

or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Manager in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

If the indemnification provided for in this Article VII is unavailable to an indemnified party under the second or third paragraphs hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters

-8-

on the other in connection with the offering of the Offered Securities shall be deemed to be in the same proportions as the total net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VII were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses (including expenses of local counsel) reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VII, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten and distributed to the public by such Underwriter were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Article VII are several, in proportion to the respective principal amounts of Offered Securities purchased by each of such Underwriters, and not joint.

The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company in this Agreement shall remain operative and in

-9-

full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities.

VIII.

This Agreement shall be subject to termination in the Manager's absolute discretion, by notice given to the Company, if (a) after the execution and delivery of the Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Manager, is material and adverse and (b) in the case of any of the events specified in clauses (a) (i) through (iv), such event, singly or together with any other such event, makes it, in the judgment of the Manager, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus.

IX.

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions which the principal amount of Offered Securities set forth opposite their names in the Underwriting Agreement pursuant to which the Offered Securities are being purchased bear to the

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aggregate principal of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided, however, that in no event shall the principal amount of Offered Securities which any Underwriter has agreed to purchase pursuant to such Underwriting Agreement be increased pursuant to this Article IX by an amount in excess of one-ninth of such principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case the non-defaulting Underwriters shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement, with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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SCHEDULE I

DELAYED DELIVERY CONTRACT

, 1982

Dear Sirs:

The undersigned hereby agrees to purchase from Weyerhaeuser Company, a Washington corporation (the "Company"), and the Company agrees to sell to the undersigned

$ . . . . . . . . . . . .

principal amount of the Company's [state title of issue] (the "Securities"), offered by the Company's prospectus dated ________________, 1982 and Prospectus Supplement dated _______________, 1982, receipt of copies of which are hereby acknowledged, at a purchase price of ___% of the principal amount thereof plus accrued interest and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor.

The undersigned will purchase from the Company Securities in the principal amounts and on the delivery dates set forth below:

           Delivery           Principal            Plus Accrued
             Date               Amount             Interest From:
            ------              ------             -------------


________________________    $ ______________    _________________

________________________    $ ______________    _________________

________________________    $ ______________    _________________

Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".

Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds at the office of


________________________, New York, N.Y., at 10:00 A.M. (New York time) on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered.

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This contract shall be governed by and construed in accordance with the laws of the State of New York.

Yours very truly,


(Purchaser)

By_________________________


(Title)



(Address)

Accepted:

Weyerhaeuser Company

By_________________________

-3-

PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.)

                             Telephone No.
        Name             (Including Area Code)      Department
        ----             ---------------------      ----------

_______________________  ______________________   __________________

_______________________  ______________________   __________________

_______________________  ______________________   __________________

_______________________  ______________________   __________________

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EXHIBIT A

Opinion of Alan P. Vandevert,
Secretary and Counsel to the Company

The opinion of Alan P. Vandevert, Secretary and Counsel to the Company, to be delivered pursuant to Article V, paragraph (b) of the document entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions (Debt) shall be to the effect that:

(i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Washington and is duly qualified to transact business and is in good standing in each other state of the United States in which the conduct of its business or the ownership or leasing of property requires such qualification,

(ii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939,

(iii) the Offered Securities have been duly authorized, and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters or by institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company in accordance with their terms,

(iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company except as rights to indemnity and contribution thereunder may be limited by applicable law,

(v) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company,

(vi) the execution, delivery and performance of the Underwriting Agreement and the sale of the Offered Securities by the Company as provided therein will not result in any violation of any


provisions of applicable law or the articles of incorporation or bylaws of the Company or of any indenture, mortgage or other agreement known to such counsel to which the Company or any of its subsidiaries is bound, and no consent, approval or authorization of any governmental body is required, except such as are specified and have been obtained,

(vii) the statements in the Prospectus under "Description of the Debt Securities", "Plan of Distribution", "Underwriting" and [other sections], insofar as such statements constitute a summary of the documents or proceedings referred to therein, fairly present the information called for with respect to such documents and proceedings and

(viii) such counsel (1) is of the opinion that each document, if any, filed pursuant to the Securities Exchange Act of 1934 (except as to financial statements and schedules contained therein, as to which such counsel need not express any opinion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with such Act and the rules and regulations thereunder, (2) is of the opinion that the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements and schedules contained therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations thereunder, (3) believes that (except for the financial statements and schedules contained therein, as to which such counsel need not express any belief) each part of the registration statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act of 1933 relating to the Securities, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does not, contain any untrue statement of a material fact or omit to

-2-

state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT B

Opinion of Davis Polk & Wardwell, Counsel for the Underwriters

The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to be delivered pursuant to Article V, paragraph (c) of the document entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions (Debt) shall be to the effect that:

(i) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company and has been duly qualified under the Trust Indenture Act of 1939,

(ii) the Offered Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters or by institutional investors, if any, pursuant to Delayed Delivery Contracts, will be valid and binding obligations of the Company in accordance with their terms,

(iii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity and contribution thereunder may be limited by applicable law,

(iv) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company,

(v) the statements in the Prospectus under "Description of the Debt Securities", "Plan of Distribution" and "Underwriting", insofar as such statements constitute a summary of the documents or proceedings referred to therein, fairly present the information called for with respect to such documents and proceedings and

(vi) such counsel (1) is of the opinion that the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements and schedules contained therein, as to which such counsel need not express


any opinion) comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations thereunder and (2) believes that (except for the financial statements and schedules contained therein, as to which such counsel need not express any belief) the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such counsel may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof, but is without independent check or verification except as specified.

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EXHIBIT 1(b)

WEYERHAEUSER COMPANY
(a Washington corporation)

UNDERWRITING AGREEMENT

STANDARD PROVISIONS PREFERRED STOCK
AND PREFERENCE STOCK


From time to time, Weyerhaeuser Company, a Washington corporation (the "Company"), may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an "Underwriting Agreement"). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

I.

The Company proposes to issue from time to time preferred stock or preference stock (in either case, the "Securities"). Each issue of Securities may vary as to designation, number of shares, liquidation values, dividend rate or rates and timing of payments thereof, redemption provisions and conversation provisions, if any, and any other variable terms.

The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement including a prospectus relating to the Securities and has filed with, or mailed for filing to, the Commission a prospectus supplement or supplements specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933. The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. The term Basic Prospectus means the prospectus relating to the Registration Statement in the form first filed with the Commission pursuant to Rule 424(b) or (c) in connection with the offering of the Offered Securities. The term Prospectus means the Basic Prospectus together with the prospectus supplement (other than a preliminary prospectus supplement) specifically relating to the Offered Securities as filed with, or mailed for filing to, the Commission pursuant to Rule 424. The term preliminary prospectus means any preliminary form of the Prospectus used in connection with the offering of the Offered Securities. As used herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and "preliminary prospectus" shall include, in each case, the material, if any, incorporated by reference therein.

The term Underwriters' Securities means the Offered Securities to be purchased by the Underwriters herein. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.


II.

If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto ("Delayed Delivery Contracts") but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the Manager as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate number of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter's name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company.

III.

The Company is advised by the Manager that the Underwriters propose to make a public offering of their respective portions of the Underwriters' Securities as soon after this Agreement is entered into as in the Manager's judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus.

IV.

Payment for the Underwriters' Securities shall be made by certified or official bank check or checks payable to the order of the Company in New York Clearing House funds at the time and place set forth in the Underwriting Agreement, upon delivery to the Manager for the respective accounts of the several Underwriters of the Underwriters' Securities registered in such names and in such number of

2

shares as the Manager shall request in writing not less than two full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Underwriters' Securities are herein referred to as the Closing Date.

V.

The several obligations of the Underwriters hereunder are subject to the following conditions:

(a) (i) subsequent to the execution and delivery of the Underwriting Agreement and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, that, in the judgment of the Manager, is material and adverse and that makes it, in the judgment of the Manager, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus; and

(iii) the Manager shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in clause (i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.

(b) The Manager shall have received on the Closing Date an opinion of ________________ , ____________ and _______ of the Company or other counsel

3

satisfactory to the Manager, dated the Closing Date, to the effect set forth as Exhibit A.

(c) The Manager shall have received on the Closing Date an opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated the Closing Date, to the effect set forth as Exhibit B.

(d) The Manager shall have received on the Closing Date, a letter dated the Closing Date in form and substance satisfactory to the Manager, from Arthur Andersen & Co., independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.

VI.

In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants as follows:

(a) To furnish the Manager, without charge, three copies of the Registration Statement including exhibits and materials, if any, incorporated by reference therein and, during the period mentioned in paragraph (c) below, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amend- ments thereto as the Manager may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement with respect to the Registration Statement or Prospectus shall include all documents filed by the Company with the Commission subsequent to the date of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934, which are deemed to be incorporated by reference in the Registration Statement and Prospectus.

(b) Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish the Manager a copy of each such proposed amendment or supplement.

(c) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered with respect thereto, any event shall occur as a result of which it is necessary to amend or supplement the

4

Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or to supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

(d) To qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Securities for investment under the laws of such jurisdiction as the Manager may designate.

(e) To make generally available to the Company's security holders as soon as practicable an earnings statement covering a twelve-month period beginning after the date of the Underwriting Agreement, which shall satisfy the provisions of Section 11(a) of the Securities Act of 1933 and the applicable rules and regulations of the Commission thereunder.

(f) During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date not to offer, sell, contract to sell or otherwise dispose of any securities of the Company substantially similar to the Offered Securities without the prior written consent of the Manager.

VII.

The Company represents and warrants to each Underwriter that (i) each document, if any, filed or to be filed pursuant to the Securities Exchange Act of 1934 and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (ii) each part of the registration statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act of 1933 relating to the Securities, when such part became effective under the Securities Act of 1933 did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements

5

therein not misleading, (iii) each preliminary prospectus, if any, filed pursuant to Rule 424 under the Securities Act of 1933 complied when so filed in all material respects with such Act and the applicable rules and regulations thereunder, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act of 1933 and the applicable rules and regulations thereunder and (v) the Registration Statement and the Prospectus do not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that these representations and warranties do not apply to statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectus based upon information furnished to the Company in writing by any Underwriter expressly for use therein.

The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls such Underwriter within the meaning of either
Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934, from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (if used within the period set forth in paragraph
(c) of Article VI hereof and as amended or supplemented if the Company shall have furnished any amendments of supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Underwriter expressly for use therein.

Each Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to information relating to such Underwriter furnished in writing by such Underwriter expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus.

In case any proceeding (including any governmental investigation) shall be instituted involving any person in

6

respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Manager in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

If the indemnification provided for in this Article VII is unavailable to an indemnified party under the second or third paragraphs hereof or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result

7

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Offered Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other in connection with the offering of the Offered Securities shall be deemed to be in the same proportions as the total net proceeds from the offering of such Offered Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters in respect thereof. The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Article VII were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses (including expenses of local counsel) reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VII, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Securities underwritten and distributed to the public by such Underwriter were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933)

8

shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Article VII are several, in proportion to the respective numbers of Offered Securities purchased by each of such Underwriters, and not joint.

The indemnity and contribution agreements contained in this Article VII and the representations and warranties of the Company in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by any Underwriter or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, its directors or officers or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities.

VIII.

This Agreement shall be subject to termination in the Manager's absolute discretion, by notice given to the Company, if (a) after the execution and delivery of the Underwriting Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Manager, is material and adverse and (b) in the case of any of the events specified in clauses (a) (i) through (iv), such event, singly or together with any other such event, makes it, in the judgment of the Manager, impracticable to market the Offered Securities on the terms and in the manner contemplated in the Prospectus.

IX.

If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities which it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities which such defaulting Underwriter or Underwriters

9

agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions which the number of Offered Securities set forth opposite their names in the Underwriting Agreement pursuant to which the Offered Securities are being purchased bear to the number of Offered Securities set forth opposite the names of all such non- defaulting Underwriters, or in such other proportions as the Manager may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided, however, that in no event shall the number of Offered Securities which any Underwriter has agreed to purchase pursuant to such Underwriting Agreement be increased pursuant to this Article IX by an amount in excess of one-ninth of such number of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities and the aggregate amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Manager and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case the non-defaulting Underwriters shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement, with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the Offered Securities.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

10

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

11

EXHIBIT A

Opinion of ________________,
___________________ to the Company

The opinion of ___________ , _____________ and ____________ to the Company, to be delivered pursuant to Article V, paragraph (b) of the document entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions (Preferred Stock and Preference Stock) shall be to the effect that:

(i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Washington and is duly qualified to transact business and is in good standing in each other state of the United States in which the conduct of its business or the ownership or leasing of property requires such qualification,

(ii) the Offered Securities have been duly authorized, and when issued and delivered in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such offered Securities is not subject to any preemptive or similar rights,

(iii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company except as rights to indemnity and contribution thereunder may be limited by applicable law,

(iv) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company,

(v) the execution, delivery and performance of the Underwriting Agreement and the sale of the Offered Securities by the Company as provided therein will not result in any violation of any provisions of applicable law or the articles of incorporation or bylaws of the Company or of any indenture, mortgage or other agreement known to such counsel to which the Company or any of its subsidiaries is bound, and no consent, approval or authorization of any governmental body is required, except such as are specified and have been obtained,

(vi) the statements in the Prospectus under "Description of the Debt Securities", "Plan of


Distribution", "Underwriting" and [other sections], insofar as such statements constitute a summary of the documents or proceedings referred to therein, fairly present the information called for with respect to such documents and proceedings and

(vii) such counsel (1) is of the opinion that each document, if any, filed pursuant to the Securities Exchange Act of 1934 (except as to financial statements and schedules contained therein, as to which such counsel need not express any opinion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with such Act and the rules and regulations thereunder, (2) is of the opinion that the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements and schedules contained therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations thereunder, (3) believes that (except for the financial statements and schedules contained therein, as to which such counsel need not express any belief) each part of the registration statement (including the documents incorporated by reference therein), filed with the Commission pursuant to the Securities Act of 1933 relating to the Securities, when such part became effective, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and that the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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EXHIBIT B

Opinion of Davis Polk & Wardwell, Counsel for the Underwriters

The opinion of Davis Polk & Wardwell, counsel for the Underwriters, to be delivered pursuant to Article V, paragraph (c) of the document entitled Weyerhaeuser Company Underwriting Agreement Standard Provisions (Preferred Stock and Preference Stock) shall be to the effect that:

(i) the Offered Securities have been duly authorized, and, when issued and delivered in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Offered Securities is not subject to any preemptive or similar rights,

(ii) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity and contribution thereunder may be limited by applicable law,

(iii) the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company and are valid and binding agreements of the Company,

(iv) the statements in the Prospectus under "Description of the Debt Securities", "Plan of Distribution" and "Underwriting", insofar as such statements constitute a summary of the legal matters or documents referred to therein, fairly present the information called for with respect to such documents and proceedings and

(v) such counsel (1) is of the opinion that the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements and schedules contained therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the Securities Act of 1933 and the rules and regulations thereunder and (2) believes that (except for the financial statements and schedules contained therein, as to which such counsel need not express any belief) the Registration Statement and the Prospectus on the date of the Underwriting Agreement did not, and the Prospectus, as amended or supplemented, if applicable, on the Closing Date does not, contain any untrue statement of a


material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such counsel may state that their opinion and belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof, but is without independent check or verification except as specified.

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SCHEDULE I

DELAYED DELIVERY CONTRACT

, 199_

Dear Sirs:

The undersigned hereby agrees to purchase from Weyerhaeuser Company, a Washington corporation (the "Company"), and the Company agrees to sell to the undersigned

$ . . . . . . . . . . . .

principal amount of the Company's [state title of issue] (the "Securities"), offered by the Company's prospectus dated ________________, 1982 and Prospectus Supplement dated _______________, 1982, receipt of copies of which are hereby acknowledged, at a purchase price of $___ per share and on the further terms and conditions set forth in this contract. The undersigned does not contemplate selling Securities prior to making payment therefor.

The undersigned will purchase from the Company the numbers of Securities on the delivery dates set forth below:

           Delivery
             Date               Number of Shares
            ------              ----------------


________________________    $ _______________________________

________________________    $ _______________________________

________________________    $ _______________________________

Each such date on which Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".

Payment for the Securities which the undersigned has agreed to purchase on each Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds at the office of ________________________, New York, N.Y., at 10:00 A.M. (New


York time) on the Delivery Date, upon delivery to the undersigned of the Securities to be purchased by the undersigned on the Delivery Date, in such numbers and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date.

The obligation of the undersigned to take delivery of and make payment for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company shall have sold, and delivery shall have taken place to the underwriters (the "Underwriters") named in the Prospectus Supplement referred to above of, such part of the Securities as is to be sold to them. Promptly after completion of sale and delivery to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

Failure to take delivery of and make payment for Securities by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract.

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract, as of the date first above written, between the Company and the undersigned when such counterpart is so mailed or delivered.

-2-

This contract shall be governed by and construed in accordance with the laws of the State of New York.

Yours very truly,


(Purchaser)

By_________________________


(Title)



(Address)

Accepted:

Weyerhaeuser Company

By_________________________

-3-

PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone and department of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.)

                             Telephone No.
        Name             (Including Area Code)      Department
        ----             ---------------------      ----------

_______________________  ______________________   __________________

_______________________  ______________________   __________________

_______________________  ______________________   __________________

_______________________  ______________________   __________________

-4-

EXHIBIT 1(c)

WEYERHAEUSER COMPANY

$

Medium-Term Notes, Series

Due from 9 Months from Date of Issue

U.S. DISTRIBUTION AGREEMENT

Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Dear Sirs:

Weyerhaeuser Company, a Washington corporation (the "Company"), confirms its agreement with each of you with respect to the issue and sale from time to time by the Company of up to $ (or the equivalent thereof in one or more foreign currencies or composite currencies) aggregate initial public offering price of its medium-term notes due from 9 months from date of issue (the "Notes"). The Notes will be issued under an Indenture dated as of April 1, 1986 (as amended, the "Indenture") between the Company and Chemical Bank, as Trustee (the "Trustee"), and will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Basic Prospectus referred to below. With respect to the issue and sale by the Company on or after the date hereof of the Notes, the Agreement amends, supplements and restates the U.S. Distribution Agreement between each of you and the Company dated February 15, 1991, as amended on April 27, 1993, relating to the Company's Medium-Term Notes, Series __.

The Company hereby appoints Morgan Stanley & Co. Incorporated ("Morgan Stanley"), Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (individually, an "Agent" and

1

collectively, the "Agents") as its agents, subject to Section 12, for the purpose of soliciting and receiving offers to purchase Notes from the Company by others and, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees to use reasonable efforts to solicit and receive offers to purchase Notes upon terms acceptable to the Company at such times and in such amounts as the Company shall from time to time specify. In addition, any Agent may also purchase Notes as principal pursuant to the terms of a terms agreement relating to such sale (a "Terms Agreement") in accordance with the provisions of Section 2(b) hereof.

The Company has filed with the Securities and Exchange Commission (the "Commission") one or more registration statements, including a prospectus, relating to the Notes. Such registration statements, including the exhibits thereto, as amended at the Commencement Date (as hereinafter defined), are hereinafter referred to as the "Registration Statement." The Company proposes to file with the Commission from time to time, pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"), supplements to the prospectus included in the Registration Statement that will describe certain terms of the Notes. The prospectus in the form in which it appears in the Registration Statement is hereinafter referred to as the "Basic Prospectus." The term "Prospectus" means the Basic Prospectus together with the prospectus supplement or supplements (each a "Prospectus Supplement") specifically relating to Notes, as filed with, or transmitted for filing to, the Commission pursuant to Rule 424. As used herein, the terms "Basic Prospectus" and "Prospectus" shall include in each case the documents, if any, incorporated by reference therein. The terms "supplement," "amendment" and "amend" as used herein shall include all documents that are deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

1. Representations and Warranties. The Company represents and warrants to and agrees with each Agent as of the Commencement Date, as of each date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes (including any purchase by an Agent pursuant to a Terms Agreement), as of each date the Company issues and delivers Notes and as of each date the Registration Statement or the Basic Prospectus is amended or supplemented, as follows (it being understood that such representations, warranties and agreements shall be deemed to relate to the Registration Statement, the Basic

2

Prospectus and the Prospectus, each as amended or supplemented to each such date):

(a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or threatened by the Commission.

(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement and the Prospectus comply, and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (iv) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that (1) the representations and warranties set forth in this
Section 1(b) do not apply (A) to statements or omissions in the Registration Statement or the Prospectus based upon information relating to an Agent furnished to the Company in writing by such Agent expressly for use therein or (B) to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), of the Trustee and (2) the representations and warranties set forth in clauses (iii) and (iv) above, when made as of the Commencement Date or as of any date on which an Agent solicits offers to purchase Notes or on which the Company accepts an offer to purchase Notes, shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus.

(c) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing

3

in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(d) Each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e) Each of this Agreement and any applicable Written Terms Agreement (as hereinafter defined) has been duly authorized, executed and delivered by the Company.

(f) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.

(g) The Notes have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof, will be entitled to the benefits of the Indenture and will be valid and binding obligations of the Company, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.

(h) The execution and delivery by the Company of this Agreement, the Notes, the Indenture and any applicable Written Terms Agreement, and the performance by the Company of its obligations under this Agreement, the Notes, the Indenture and any applicable Terms Agreement will not contravene any provision of applicable law or the articles

4

of incorporation or bylaws of the Company or any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Notes, the Indenture and any applicable Terms Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes and except such as are specified and have been obtained.

(i) Other than changes in operating results arising in the ordinary course of business, there has been no material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, assets, operations or prospects, of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus.

(j) There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed or incorporated by reference as exhibits to the Registration Statement that are not described, filed or incorporated as required.

Notwithstanding the foregoing, the representations and warranties set forth in Section 1(b)(iii) and (iv), (g) (except as to due authorization of the Notes) and (h), when made as of the Commencement Date, or as of any date on which an Agent solicits offers to purchase Notes, with respect to any Notes the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission.

2. Solicitations as Agent; Purchases as Principal.

5

(a) Solicitations as Agent. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented.

The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. Upon receipt of at least one business day's prior notice from the Company, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Company until such time as the Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and
5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may reasonably request.

The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note:

          Term                          Commission Rate
          ----                          ---------------
From 9 months to less than 1 year            .125%
From 1 year to less than 18 months           .150%
From 18 months to less than 2 years          .200%
From 2 years to less than 3 years            .250%
From 3 years to less than 4 years            .350%
From 4 years to less than 5 years            .450%
From 5 years to less than 6 years            .500%
From 6 years to less than 7 years            .550%
From 7 years to less than 10 years           .600%
From 10 years to less than 15 years          .625%
From 15 years to less than 20 years          .700%
From 20 years to less than 30 years          .750%
30 years or more                      to be negotiated

Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be

6

considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined).

(b) Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by such Agent. Each Terms Agreement will take the form of either (i) a written agreement between such Agent and the Company, which may be substantially in the form of Exhibit A hereto (a "Written Terms Agreement"), or (ii) an oral agreement between such Agent and the Company confirmed in writing by such Agent to the Company.

An Agent's commitment to purchase Notes pursuant to a Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by such Agent pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent public accountants of the Company pursuant to Section 4 hereof. A Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent.

Each Terms Agreement shall specify the time and place of delivery of and payment for such Notes. Unless otherwise specified in a Terms Agreement, the procedural details relating to the issue and delivery of Notes purchased by an Agent as principal and the payment therefor shall be as set forth in the Administrative Procedures. Each date of delivery of and payment for Notes to be purchased by an Agent pursuant to a Terms Agreement is referred to herein as a "Settlement Date."

Unless otherwise specified in a Terms Agreement, if an Agent is purchasing Notes as principal such Agent may resell such Notes to other dealers. Any such sales may be

7

at a discount, which shall not exceed the amount set forth in the Prospectus Supplement relating to such Notes.

(c) Administrative Procedures. The Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed in the Medium-Term Notes Administrative Procedures (attached hereto as Exhibit B) (the "Administrative Procedures"), as amended from time to time. The Administrative Procedures may be amended only by written agreement of the Company and the Agents.

(d) Delivery. The documents required to be delivered by Section 4 of this Agreement as a condition precedent to each Agent's obligation to begin soliciting offers to purchase Notes as an agent of the Company shall be delivered at the office of Davis Polk & Wardwell, counsel for the Agents, not later than 3:00 p.m., New York time, on the date hereof, or at such other time and/or place as the Agents and the Company may agree upon in writing, but in no event later than the day prior to the earlier of (i) the date on which the Agents begin soliciting offers to purchase Notes and (ii) the first date on which the Company accepts any offer by an Agent to purchase Notes pursuant to a Terms Agreement. The date of delivery of such documents is referred to herein as the "Commencement Date."

(e) Obligations Several. The Company acknowledges that the obligations of the Agents under this Agreement are several and not joint.

3. Agreements. The Company agrees with each Agent that:

(a) Prior to the termination of the offering of the Notes pursuant to this Agreement or any Terms Agreement, the Company will not file any Prospectus Supplement relating to the Notes or any amendment to the Registration Statement unless the Company has previously furnished to the Agents copies thereof for their review and will not file any such proposed supplement or amendment to which the Agents reasonably object; provided, however, that (i) the foregoing requirement shall not apply to any of the Company's periodic filings with the Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which filings the Company will cause to be delivered to the Agents promptly after being transmitted for filing with the Commission and (ii) any Prospectus Supplement that merely sets forth the terms or a description of particular Notes shall only be reviewed and approved by the Agent or Agents offering such Notes. Subject to the foregoing sentence, the Company will promptly cause each Prospectus Supplement to be filed with or transmitted for

8

filing to the Commission in accordance with Rule 424(b) under the Securities Act. The Company will promptly advise the Agents (i) of the filing of any amendment or supplement to the Basic Prospectus (except that notice of the filing of an amendment or supplement to the Basic Prospectus that merely sets forth the terms or a description of particular Notes shall only be given to the Agent or Agents offering such Notes), (ii) of the filing and effectiveness of any amendment to the Registration Statement, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Basic Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order or notice of suspension of qualification and, if issued, to obtain as soon as possible the withdrawal thereof. If the Basic Prospectus is amended or supplemented as a result of the filing under the Exchange Act of any document incorporated by reference in the Prospectus, no Agent shall be obligated to solicit offers to purchase Notes so long as it is not reasonably satisfied with such document.

(b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Securities Act, any event occurs or condition exists as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances when the Prospectus, as then amended or supplemented, is delivered to a purchaser, not misleading, or if, in the opinion of the Agents or in the opinion of the Company, it is necessary at any time to amend or supplement the Prospectus, as then amended or supplemented, to comply with applicable law, the Company will immediately notify the Agents by telephone (with confirmation in writing) to suspend solicitation of offers to purchase Notes and, if so notified by the Company, the Agents shall forthwith suspend such solicitation and cease using the Prospectus, as then amended or supplemented. If the Company shall decide to amend or supplement the Registration Statement or Prospectus, as then amended or supplemented, it shall so advise the Agents promptly by telephone (with confirmation in writing) and, at its expense, shall prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or

9

supplemented, satisfactory in all respects to the Agents, that will correct such statement or omission or effect such compliance and will supply such amended or supplemented Prospectus to the Agents in such quantities as they may reasonably request. If such amendment or supplement and any documents, certificates, opinions and letters furnished to the Agents pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in connection with the preparation and filing of such amendment or supplement are satisfactory in all respects to the Agents, upon the filing with the Commission of such amendment or supplement to the Prospectus or upon the effectiveness of an amendment to the Registration Statement, the Agents will resume the solicitation of offers to purchase Notes hereunder. Notwithstanding any other provision of this Section 3(b), until the distribution of any Notes an Agent may own as principal has been completed, if any event described above in this paragraph (b) occurs, the Company will, at its own expense, forthwith prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or Prospectus, as then amended or supplemented, satisfactory in all respects to such Agent, will supply such amended or supplemented Prospectus to such Agent in such quantities as it may reasonably request and shall furnish to such Agent pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) such documents, certificates, opinions and letters as it may request in connection with the preparation and filing of such amendment or supplement.

(c) The Company will make generally available to holders of Notes issued pursuant to this Agreement and to the Agents as soon as practicable earning statements that satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder covering twelve month periods beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158 under the Securities Act) of the Registration Statement with respect to each sale of Notes. Such earning statements shall be made available as soon as practicable after the close of the period covered thereby.

(d) The Company will furnish to each Agent, without charge, two conformed copies of the Registration Statement, including exhibits and all amendments thereto, and during the period mentioned in Section 3(b) above, as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as such Agent may reasonably request.

(e) The Company will endeavor to qualify the Notes for offer and sale under the securities or Blue Sky

10

laws of such jurisdictions as the Agents shall reasonably request and to maintain such qualifications for as long as the Agents shall reasonably request.

(f) During the term of this Agreement, the Company shall furnish to the Agents such relevant documents and certificates of officers of the Company relating to the business, operations and affairs of the Company, the Registration Statement, the Basic Prospectus, any amendments or supplements thereto, the Indenture, the Notes, this Agreement, the Administrative Procedures, any Terms Agreement and the performance by the Company of its obligations hereunder or thereunder as the Agents may from time to time reasonably request.

(g) The Company shall notify the Agents promptly in writing of any downgrading, or of its receipt of any notice of any intended or potential downgrading or of any review for possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(h) The Company will, whether or not any sale of Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement and any Terms Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto, (ii) the preparation, issuance and delivery of the Notes, (iii) the fees and disbursements of the Company's counsel and accountants and of the Trustee and its counsel, (iv) the qualification of the Notes under securities or Blue Sky laws in accordance with the provisions of Section 3(e), including filing fees and the fees and disbursements of counsel for the Agents in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of the Prospectus and any amendments or supplements thereto, (vi) the printing and delivery to the Agents of copies of the Indenture and any Blue Sky or Legal Investment Memoranda, (vii) any fees charged by rating agencies for the rating of the Notes, (viii) the fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc., (ix) the fees and disbursements of one counsel for the Agents incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder, and (x) any out-of-pocket expenses incurred by the Agents; provided that

11

any advertising expenses incurred by the Agents shall have been approved by the Company.

(i) Between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without such Agent's prior consent, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company substantially similar to such Notes (other than (i) the Notes that are to be sold pursuant to such Terms Agreement, (ii) Notes previously agreed to be sold by the Company and (iii) commercial paper issued in the ordinary course of business), except as may otherwise be provided in such Terms Agreement.

4. Conditions of the Obligations of the Agents. Each Agent's obligation to solicit offers to purchase Notes as agent of the Company, each Agent's obligation to purchase Notes pursuant to any Terms Agreement and the obligation of any other purchaser to purchase Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof and to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed (in the case of an Agent's obligation to solicit offers to purchase Notes, at the time of such solicitation, and, in the case of an Agent's or any other purchaser's obligation to purchase Notes, at the time the Company accepts the offer to purchase such Notes and at the time of issuance and delivery) and (in each case) to the following additional conditions precedent when and as specified:

(a) Prior to such solicitation or purchase, as the case may be:

(i) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made, that, in the judgment of the relevant Agent or such other purchaser, as the case may be, is material and adverse and that makes it, in the judgment of such Agent or such purchaser, impracticable to market the Notes on the terms and in the manner contemplated by the Prospectus, as so amended or supplemented;

(ii) there shall not have occurred any (A) suspension or material limitation of trading

12

generally on or by, as the case may be, the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (B) suspension of trading of any securities of the Company on any exchange or in any over-the-counter market, (C) declaration of a general moratorium on commercial banking activities in New York by either Federal or New York State authorities or (D) any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the relevant Agent or such other purchaser, as the case may be, is material and adverse and, in the case of any of the events described in clauses (ii)(A) through (D), such event, singly or together with any other such event, makes it, in the judgment of such Agent or such purchaser, impracticable to market the Notes on the terms and in the manner contemplated by the Prospectus, as amended or supplemented at the time of such solicitation or at the time such offer to purchase was made; and

(iii) there shall not have been any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act;

(A) except, in each case described in paragraph (i), (ii) or (iii) above, as disclosed to the relevant Agent in writing by the Company prior to such solicitation or, in the case of a purchase of Notes, as disclosed to the relevant Agent or such other purchaser, as the case may be, before the offer to purchase such Notes was made or (B) unless in each case described in (ii) above, the relevant event shall have occurred and been known to the relevant Agent prior to such solicitation or, in the case of a purchase of Notes, to the relevant Agent or such other purchaser, as the case may be, before the offer to purchase such Notes was made.

(b) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, the relevant Agents shall have received:

(i) The opinion, dated as of such date, of Sandy D. McDade, Secretary and Senior Legal Counsel for the Company to the effect that:

13

(A) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, as then amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

(B) each subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Prospectus, as then amended or supplemented, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole;

(C) each of this Agreement and any applicable Written Terms Agreement has been duly authorized, executed and delivered by the Company;

(D) the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability;

(E) the Notes have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and

14

binding obligations of the Company, enforceable in accordance with their respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability;

(F) the execution and delivery by the Company of this Agreement, the Notes, the Indenture and any applicable Written Terms Agreement, and the performance by the Company of its obligations under this Agreement, the Notes, the Indenture and any applicable Terms Agreement will not contravene any provision of applicable law or the articles of incorporation or bylaws of the Company or, to the best of such counsel's knowledge, any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, the Notes, the Indenture and any applicable Terms Agreement, except such as may be required by the federal securities laws or the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes;

(G) the statements (1) in the Prospectus, as then amended or supplemented, under the captions "Description of Notes", "Plan of Distribution" and "Description of Debt Securities", (2) in the Registration Statement under Item 15, (3) in "Item 3 - Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus and (4) in "Item 1 - Legal Proceedings" of Part II of the Company's quarterly reports on Form 10-Q, if any, filed since such annual report, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein;

15

(H) after due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus, as then amended or supplemented, and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus, as then amended or supplemented, or to be filed or incorporated by reference as exhibits to such Registration Statement that are not described, filed or incorporated as required; and

(I) such counsel (1) is of the opinion that each document, if any, filed pursuant to the Exchange Act and incorporated by reference in the Prospectus, as then amended or supplemented (except for financial statements and schedules included therein as to which such counsel need not express any opinion), complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (2) believes that (except for financial statements and schedules as to which such counsel need not express any belief and except for that part of the Registration Statement that constitutes the Form T-1 heretofore referred to) each part of the Registration Statement, as then amended, if applicable, when such part became effective did not, and as of the date such opinion is delivered, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (3) is of the opinion that the Registration Statement and Prospectus, as then amended or supplemented, if applicable (except for financial statements and schedules included therein as to which such counsel need not express any opinion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (4) believes that (except for financial statements and schedules as to which such counsel need not express any belief) the Prospectus, as then amended or supplemented, if applicable, as of the date such opinion is delivered does not contain any untrue statement of a material fact or omit to state a material fact

16

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that in the case of an opinion delivered on the Commencement Date or pursuant to Section 5(b), the opinion and belief set forth in clauses
(3) and (4) above shall be deemed not to cover information concerning an offering of particular Notes to the extent such information will be set forth in a supplement to the Basic Prospectus.

(ii) The opinion, dated as of such date, of Davis Polk & Wardwell, counsel for the Agents, covering the matters in subparagraphs (C), (D), (E) and (G) (with respect to statements in the Prospectus, as then amended or supplemented, under the captions "Description of Notes", "Plan of Distribution" and "Description of Debt Securities") and clauses (2), (3) and (4) of subparagraph (I) in paragraph (b)(i) above.

(iii) The opinion, dated as of such date, of Davis Polk & Wardwell, special tax counsel for the Company, to the effect that such counsel is of the opinion ascribed to it in the Prospectus, as then amended or supplemented, under the caption "United States Federal Taxation".

Notwithstanding the foregoing, the opinions described in subparagraphs (E) (except as to due authorization of the Notes), (F), (G)(1) and (I)(3) and
(4) of paragraph (b)(i) above, when contained in an opinion delivered on the Commencement Date or pursuant to Section 5(b), shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission to Notes the payments of principal or interest on which will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors.

With respect to subparagraph (I) of paragraph (b)(i) above, counsel for the Company may state that his opinion and belief are based upon his participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto and documents incorporated therein by reference and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to clauses
(2), (3) and (4) of subparagraph (I) of paragraph (b)(i) above, Davis Polk & Wardwell may state that their opinion and belief are based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (but not including

17

documents incorporated therein by reference) and review and discussion of the contents thereof (including documents incorporated therein by reference), but are without independent check or verification, except as specified.

(c) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, the relevant Agents shall have received a certificate, dated the Commencement Date or such Settlement Date, as the case may be, signed by an executive officer of the Company to the effect set forth in subparagraph (a)(iii) above and to the effect that the representations and warranties of the Company contained herein are true and correct as of such date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied on or before such date.

The officer signing and delivering such certificate may rely upon the best of his knowledge as to proceedings threatened.

(d) On the Commencement Date and, if called for by any Terms Agreement, on the corresponding Settlement Date, the Company's independent public accountants shall have furnished to the relevant Agents a letter or letters, dated as of the Commencement Date or such Settlement Date, as the case may be, in form and substance satisfactory to such Agents containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus, as then amended or supplemented.

(e) On the Commencement Date and on each Settlement Date, the Company shall have furnished to the relevant Agents such appropriate further information, certificates and documents as they may reasonably request.

5. Additional Agreements of the Company. (a) Each time the Registration Statement or Prospectus is amended or supplemented (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), the Company will deliver or cause to be delivered forthwith to each Agent a certificate signed by an executive officer of the Company, dated the date of such amendment or supplement, as the case may be, in form reasonably satisfactory to the Agents, of the same tenor as the certificate referred to in Section 4(c) relating to the Registration Statement or the Prospectus as amended or supplemented to the time of delivery of such certificate.

18

(b) Each time the Company furnishes a certificate pursuant to Section
5(a), the Company will furnish or cause to be furnished forthwith to each Agent a written opinion of counsel for the Company. Any such opinion shall be dated the date of such amendment or supplement, as the case may be, shall be in a form satisfactory to the Agents and shall be of the same tenor as the opinion referred to in Section 4(b)(i), but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. In lieu of such opinion, counsel last furnishing such an opinion to an Agent may furnish to each Agent a letter to the effect that such Agent may rely on such last opinion to the same extent as though it were dated the date of such letter (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the time of delivery of such letter.)

(c) Each time the Registration Statement or the Prospectus is amended or supplemented to set forth amended or supplemental financial information or such amended or supplemental information is incorporated by reference in the Prospectus, the Company shall cause its independent public accountants forthwith to furnish each Agent with a letter, dated the date of such amendment or supplement, as the case may be, in form satisfactory to the Agents, of the same tenor as the letter referred to in Section 4(d), with regard to the amended or supplemental financial information included or incorporated by reference in the Registration Statement or the Prospectus as amended or supplemented to the date of such letter.

(d) Each time the Company intends to issue a Note, the payment of principal or interest on which is to be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors, (i) the Company shall furnish or cause to by furnished an opinion of counsel for the Company on the corresponding Settlement Date to the effect set forth in Section 4(b)(i) hereof, and (ii) Davis Polk & Wardwell shall deliver an opinion on the corresponding Settlement Date to the effect set forth in Section 4(b)(ii) hereof, both as modified to relate to the Registration Statement and the Prospectus as then amended and supplemented. Such opinions shall be dated the corresponding Settlement Date, shall be in a form reasonable satisfactory to the Agents, and delivery of such opinions shall be a condition of the purchasers obligation to purchase such Notes.

6. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls such Agent within the meaning of either Section 15 of the Securities Act or

19

Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to such Agent furnished to the Company in writing by such Agent expressly for use therein.

(b) Each Agent agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Agent, but only with reference to information relating to such Agent furnished to the Company in writing by such Agent expressly for use in the Registration Statement or the Prospectus or any amendments or supplements thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either paragraph (a) or (b) above, such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to

20

any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Morgan Stanley or, if Morgan Stanley is not an indemnified party, by the Agents that are indemnified parties, in the case of parties indemnified pursuant to paragraph (a) above, and by the Company, in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) To the extent the indemnification provided for in paragraph (a) or (b) of this Section 6 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein in connection with any offering of Notes, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other hand from the offering of such Notes or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and each Agent on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other hand in connection with the offering of such Notes shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Notes (before deducting expenses) received by the Company bear to the total discounts and commissions received by each Agent in respect thereof. The relative fault of the Company on the one hand and of each Agent on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

21

of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Agent and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Agent's obligation to contribute pursuant to this Section 6 shall be several (in the proportion that the principal amount of the Notes the sale of which by or through such Agent gave rise to such losses, claims, damages or liabilities bears to the aggregate principal amount of the Notes the sale of which by or through any Agent gave rise to such losses, claims, damages or liabilities) and not joint.

(e) The Company and the Agents agree that it would not be just or equitable if contribution pursuant to this Section 6 were determined by pro rata

allocation (even if the Agents were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 6, no Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Notes referred to in paragraph (d) above that were offered and sold to the public through such Agent exceeds the amount of any damages that such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

7. Position of the Agents. In acting under this Agreement and in connection with the sale of any Notes by the Company (other than Notes sold to an Agent pursuant to a Terms Agreement), each Agent is acting solely as agent of the Company and does not assume any obligation towards or relationship of agency or trust with any purchaser of Notes. An Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company, but such Agent shall not have any liability to the Company in the event any such purchase is not consummated for any reason. If the Company shall default in

22

its obligations to deliver Notes to a purchaser whose offer it has accepted, the Company shall hold the relevant Agent harmless against any loss, claim, damage or liability arising from or as a result of such default and shall, in particular, pay to such Agent the commission it would have received had such sale been consummated.

8. Termination. This Agreement may be terminated at any time by the Company or, as to any Agent, by the Company or such Agent upon the giving of written notice of such termination to the other parties hereto, but without prejudice to any rights, obligations or liabilities of any party hereto accrued or incurred prior to such termination. The termination of this Agreement shall not require termination of any Terms Agreement, and the termination of any such Terms Agreement shall not require termination of this Agreement. If this Agreement is terminated, the provisions of the third paragraph of Section 2(a),
Section 2(e), the last sentence of Section 3(b) and Sections 3(c), 3(h), 6, 7, 9, 11 and 14 shall survive; provided that if at the time of termination an offer to purchase Notes has been accepted by the Company but the time of delivery to the purchaser or its agent of such Notes has not occurred, the provisions of Sections 2(b), 2(c), 3(a), 3(b), 3(e), 3(f), 3(g), 3(i), 4 and 5 shall also survive until such delivery has been made.

9. Representations and Indemnities to Survive. The respective indemnity and contribution agreements, representations, warranties and other statements of the Company, its officers and the Agents set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any termination of this Agreement or any such Terms Agreement, any investigation made by or on behalf of an Agent or the Company or any of the officers, directors or controlling persons referred to in Section 6 and delivery of and payment for the Notes.

10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to Morgan Stanley, will be mailed, delivered or telefaxed and confirmed to it at 1251 Avenue of the Americas, New York, New York 10020, Attention: Peter Cooper -- Investment Banking Information Center (telephone number 212-703-8385; telefax number 212-703-6476), with a copy to it at 1221 Avenue of the Americas, New York, New York 10020, Attention:
Manager -- Continuously Offered Products (telephone number 212-296-6700; telefax number 212-764-7490), if sent to Goldman Sachs & Co., will be mailed, delivered or telefaxed and confirmed to it at 85 Broad Street, New York, New York 10004, Attention: Registration Department, (telefax number: 212-809-1583), and

23

if sent to J.P. Morgan Securities Inc., will be mailed, delivered or telefaxed and confirmed to it at 60 Wall Street, New York, New York, 10260, Attention:
Medium-Term Note Trading Desk, 3rd Floor (telefax number: 212-648-5907), or, if sent to the Company, will be mailed, delivered or telefaxed and confirmed to it at CH2E31 South, Tacoma, Washington 98477, Attention: David R. Edwards (telefax number: 206-924-3543).

11. Successors. This Agreement and any Terms Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors and controlling persons referred to in
Section 6 and the purchasers of Notes (to the extent expressly provided in
Section 4), and no other person will have any right or obligation hereunder.

12. Amendments. This Agreement may be amended or supplemented if, but only if, such amendment or supplement is in writing and is signed by the Company and each Agent; provided that the Company may from time to time, on 7 days prior written notice to the Agents but without the consent of any Agent, amend this Agreement to add as a party hereto one or more additional firms registered under the Exchange Act, whereupon each such firm shall become an Agent hereunder on the same terms and conditions as the other Agents that are parties hereto. The Agents shall sign any amendment or supplement giving effect to the addition of any such firm as an Agent under this Agreement.

13. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

14. Applicable Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of New York.

15. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

24

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and you.

Very truly yours,

WEYERHAEUSER COMPANY

By_________________________
Title:

The foregoing Agreement
is hereby confirmed
and accepted as of the
date first above written.

MORGAN STANLEY & CO. INCORPORATED

By_________________________
Title:


(Goldman, Sachs & Co.)

J.P. MORGAN SECURITIES INC.

By_________________________
Title:

25

Exhibit A

WEYERHAEUSER COMPANY
MEDIUM-TERM NOTES, SERIES __
TERMS AGREEMENT

_________________, 19__

Weyerhaeuser Company
Tacoma, Washington 98477
Attention:

Re: Distribution Agreement dated ___________, 199_

(the "Distribution Agreement")

We agree to purchase your Medium-Term Notes having the following terms:

All Notes:             Fixed Rate Notes:     Floating Rate Notes:
---------              ----------------      -------------------

Principal amount:      Interest Rate:        Base Rate:

Purchase amount:       Applicability of      Index maturity:
                       modified payment
                       upon acceleration:

Price to public:       If yes, state         Spread:
                       issue price:

Settlement date        Amortization          Spread
 and time:             schedule              multiplier:


Event spread:                                Alternate rate

Place of                                     Event spread:
 delivery:

Specified                                    Initial interest
 currency:                                   rate:

Maturity date:                               Initial interest
                                             reset date:

Initial accrual                              Interest reset
 period OID:                                 dates:

Total amount of                              Maximum interest
 OID:                                        rate:

Original yield to                            Minimum interest
 maturity:                                   rate:

26

Optional                                     Interest reset
 redemption                                  period:
 date(s):

Calculation                                  Interest payment
 agent:                                      dates:

Initial
 redemption
 percentage:

Annual redemption
 percentage
 decrease:

Other terms:

The provisions of Sections 1, 2(b), 2(c) and 2(e) and 3 through 6, 9, 10, 11, 13 and 14 of the Distribution Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein.

This Agreement is subject to termination in our absolute discretion on the terms incorporated by reference herein. If this Agreement is so terminated, the provisions of Sections 2(e), 3(h), 6, 9, 11 and 14 of the Distribution Agreement shall survive for the purposes of this Agreement.

The following information, opinions, certificates, letters and documents referred to in Section 4 of the Distribution Agreement will be required: ________________

[NAME OF AGENT]

By ______________________________
Title:

Accepted:
WEYERHAEUSER COMPANY

By ________________________
Title:

27

EXHIBIT 4(a)


WEYERHAEUSER COMPANY

AND

CHEMICAL BANK, Trustee

Indenture

Dated as of April 1, 1986




TABLE OF CONTENTS


                                                             Page
                                                             ----
PARTIES..................................................      1

RECITALS

     Authorization of Indenture..........................      1
     Compliance with Legal Requirements..................      1
     Purpose of and Consideration for Indenture..........      1

                          ARTICLE ONE

                          DEFINITIONS

SECTION 1.1.   Certain Terms Defined.....................      1
               Attributable Debt.........................      2
               Authorized Newspaper......................      2
               Board of Directors........................      2
               Board Resolution..........................      2
               Business Day..............................      2
               Commission................................      3
               Composite Rate............................      3
               Corporate Trust Office....................      3
               Coupon....................................      3
               Dollar....................................      3
               ECU.......................................      3
               Event of Default..........................      3
               Foreign Currency..........................      4
               Holder, holder of Securities,
                 Securityholder..........................      4
               Indenture.................................      4
               Interest..................................      4
               Issuer....................................      4
               Issuer Order..............................      4
               Mortgage..................................      4
               Officers' Certificate.....................      4
               Opinion of Counsel........................      4
               Original issue date.......................      5
               Original Issue Discount Security..........      5
               Outstanding...............................      5
               Person....................................      6
               Principal.................................      6
               Registered Security.......................      6


                                                            Page
                                                            ----
               Responsible Officer........................     6
               Security or Securities.....................     6
               Subsidiary.................................     6
               Trust Indenture Act of 1939................     6
               Trustee....................................     7
               Unregistered Security......................     7
               U.S. Government Obligations................     7
               Vice president.............................     7
               Yield to Maturity..........................     7


                                  ARTICLE TWO

                                  SECURITIES


SECTION 2.1.   Forms Generally............................     7
SECTION 2.2.   Forms of Trustee's Certificate
                 of Authentication........................     8
SECTION 2.3.   Amount Unlimited; Issuable in Series.......     8
SECTION 2.4.   Authentication and Delivery of
                 Securities...............................    11
SECTION 2.5.   Execution of Securities....................    13
SECTION 2.6.   Certificate of Authentication..............    13
SECTION 2.7.   Denomination and Date of
                 Securities; Payments of Interest.........    14
SECTION 2.8.   Registration, Transfer and Exchange........    15
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost
                 and Stolen Securities....................    17
SECTION 2.10.  Cancellation of Securities;
                 Destruction Thereof......................    19
SECTION 2.11.  Temporary Securities.......................    19


                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

SECTION 3.1.   Payment of Principal and Interest..........    20
SECTION 3.2.   Offices for Payments, etc..................    21
SECTION 3.3.   Appointment to Fill a Vacancy in
                 Office of Trustee........................    22
SECTION 3.4.   Paying Agents..............................    22
SECTION 3.5.   Written Statement to Trustee...............    23
SECTION 3.6.   Limitation on Liens........................    24
SECTION 3.7.   Limitation on Sale and
                 Lease-back...............................    26
SECTION 3.8.   Luxembourg Publications....................    27

-ii-

                                                                       Page
                                                                       ----
                                 ARTICLE FOUR

                   SECURITYHOLDERS LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE

SECTION 4.1.   Issuer to Furnish Trustee Information
                 as to Name and Addresses of
                 Securityholders...................................    27
SECTION 4.2.   Presentation and Disclosure of
                 Securityholders Lists.............................    28
SECTION 4.3.   Reports by the Issuer...............................    29
SECTION 4.4.   Reports by  the Trustee.............................    30

                               ARTICLE FIVE

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                       ON EVENT OF DEFAULT

SECTION 5.1.   Event of Default Defined; Acceleration
                 of Maturity; Waiver of Default....................    32
SECTION 5.2.   Collection of Indebtedness by Trustee;
                 Trustee May Prove Debt............................    36
SECTION 5.3.   Application of Proceeds.............................    39
SECTION 5.4.   Suits for Enforcement...............................    40
SECTION 5.5.   Restoration of Rights on Abandonment
                 of Proceedings....................................    40
SECTION 5.6.   Limitations on Suits by
                 Securityholders...................................    41
SECTION 5.7.   Unconditional Right of
                 Securityholders to Institute
                 Certain Suits.....................................    42
SECTION 5.8.   Powers and Remedies Cumulative;
                 Delay or Omission Not Waiver of
                 Default...........................................    42
SECTION 5.9.   Control by Holders of Securities....................    42
SECTION 5.10.  Waiver of Past Defaults.............................    43
SECTION 5.11.  Trustee to Give Notice of Default,
                 But May Withhold in Certain
                 Circumstances.....................................    44
SECTION 5.12.  Right of Court to Require Filing
                 of Undertaking to Pay Costs.......................    44

-iii-

                                                                            Page
                                                                            ----

                                  ARTICLE SIX

                            CONCERNING THE TRUSTEE
SECTION 6.1.   Duties and Responsibilities of the Trustee; During
                Default; Prior to Default.............................        45
SECTION 6.2.   Certain Rights of the Trustee..........................        47
SECTION 6.3.   Trustee Not Responsible for Recitals, Disposition of
                Securities, or Applicable of Proceeds Thereof.........        48
SECTION 6.4.   Trustee and Agents May Hold Securities of Coupons;
                Collections, etc......................................        48
SECTION 6.5.   Moneys Held by Trustee.................................        49
SECTION 6.6.   Compensation and Indemnification of Trustee and Its
                Prior Claim...........................................        49
SECTION 6.7.   Right of Trustee to Rely on Officers' Certificate,
                etc...................................................        50
SECTION 6.8.   Qualification of Trustee; Conflicting Interest.........        50
SECTION 6.9.   Person Eligible for Appointment as Trustee.............        57
SECTION 6.10.  Resignation and Removal; Appointment of Successor
                Trustee...............................................        58
SECTION 6.11.  Acceptance of Appointment by Successor Trustee.........        60
SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
                Business of Trustee...................................        62
SECTION 6.13.  Preferential Collection to Claims Against the Issuer...        62


                                 ARTICLE SEVEN

                        CONCERNING THE SECURITYHOLDERS

SECTION 7.1.   Evidence of Action Taken by Securityholders............        67
SECTION 7.2.   Proof of Execution of Instruments and of Holding of
                Securities............................................        68
SECTION 7.3.   Holders to Be Treated as Owners........................        69
SECTION 7.4.   Securities Owned by Issuer Deemed Not Outstanding......        69
SECTION 7.5.   Right of Revocation of Action Taken....................        70

-iv-

                                                              PAGE
                                                              ----
                                 ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES
SECTION 8.1.  Supplemental Indentures Without
                Consent of Securityholders...................  71
SECTION 8.2.  Supplemental Indentures With Consent
                of Securityholders...........................  73
SECTION 8.3.  Effect of Supplemental Indenture...............  75
SECTION 8.4.  Documents to Be Given to Trustee...............  75
SECTION 8.5.  Notation on Securities in Respect of
                Supplemental Indentures......................  75


                                 ARTICLE NINE

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1.  Issuer May Consolidate, etc., on
                Certain Terms................................ 75
SECTION 9.2.  Successor Issuer Substituted................... 76
SECTION 9.3.  Opinion of Counsel to Trustee.................. 77

                                 ARTICLE TEN

                   SATISFACTION AND DISCHARGE OF INDENTURE;
                               UNCLAIMED MONEYS

SECTION 10.1. Satisfaction and Discharge of
                Indenture.................................... 77
SECTION 10.2. Application by Trustee of Funds
                Deposited for Payment of Securities.......... 80
SECTION 10.3. Repayment of Moneys Held by Paying
                Agent........................................ 80
SECTION 10.4. Return of Moneys Held By Trustee and
                Paying Agent Unclaimed for Three
                Years........................................ 81
SECTION 10.5.  Indemnity For U.S. Government
                Obligations.................................. 81

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                                                               Page
                                                               ----


                                ARTICLE ELEVEN

                           MISCELLANEOUS PROVISIONS
SECTION 11.1.    Incorporators, Stockholders, Officers
                   and Directors of Issuer Exempt from
                   Individual Liability.......................   82
SECTION 11.2.    Provisions of Indenture for the Sole
                   Benefit of Parties and Holders of
                   Securities and Coupons.....................   82
SECTION 11.3.    Successors and Assigns of Issuer
                   Bound by Indenture.........................   82
SECTION 11.4.    Notices and Demands on Issuer,
                   Trustee and Holders of Securities
                   and Coupons................................   82
SECTION 11.5.    Officers' Certificates and Opinions
                   of Counsel; Statements to Be Con-
                   tained Therein.............................   83
SECTION 11.6.    Payments Due on Saturdays, Sundays
                   and Holidays...............................   84
SECTION 11.7.    Conflict of Any Provision of
                   Indenture with Trust Indenture
                   Act of 1939................................   84
SECTION 11.8.    New York Law to Govern.......................   85
SECTION 11.9.    Counterparts.................................   85
SECTION 11.10.   Effect of Headings...........................   85
SECTION 11.11.   Securities in a Foreign Currency
                   or in ECUs.................................   85
SECTION 11.12.   Judgment Currency............................   86

                                ARTICLE TWELVE

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.    Applicability of Article.....................   87
SECTION 12.2.    Notice of Redemption; Partial
                   Redemptions................................   87
SECTION 12.3.    Payment of Securities Called for
                   Redemptions................................   89
SECTION 12.4.    Exclusion of Certain Securities from
                   Eligibility for Selection for
                   Redemption.................................   90

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                                                             PAGE
                                                             ----
SECTION 12.5.   Mandatory and Optional Sinking
                  Funds....................................  90


TESTIMONIUM................................................  94

SIGNATURES.................................................  94

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THIS INDENTURE, dated as of April 1, 1986 between WEYERHAEUSER COMPANY, a Washington corporation (the "Issuer"), and CHEMICAL BANK, a New York banking corporation (the "Trustee"),

W I T N E S S E T H :

WHEREAS, the Issuer has duly authorized the issue from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities") up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Issuer has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

NOW, THEREFORE:

In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities and of the Coupons, if any, appertaining thereto as follows:

ARTICLE ONE

DEFINITIONS

SECTION 1.1 Certain Terms Defined. The following terms (except as otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section. All other terms used in this Indenture that are defined in the Trust Indenture Act of 1939 or the definitions of which in the Securities Act of 1933 are referred to in the Trust Indenture Act of 1939, including terms defined therein by reference to the Securities Act of 1933 (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of this Indenture. All accounting terms

used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term "generally accepted accounting principles" means such accounting principles as are generally accepted at the time of any computation. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular.

"Attributable Debt" shall have the meaning set forth in Section 3.6.

"Authorized Newspaper" means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition), in the case of the United Kingdom, will, if practicable, be the Financial Times (London Edition) and, in the case of Luxembourg, will, if practicable, be the Luxemburger Wort) published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York, the United Kingdom or in Luxembourg, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

"Board of Directors" means either the Board of Directors of the Issuer or any committee of such Board duly authorized to act on its behalf.

"Board Resolution" means a copy of one or more resolutions, certified by the secretary or an assistant secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect, and delivered to the Trustee.

"Business Day" means, with respect to any Security, a day that in the city (or in any of the cities, if more than one) in which amounts are payable, as specified in the form of such Security, is not a day on which banking institutions are authorized by law or regulation to close.

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"Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

"Composite Rate" means, at any time, the rate of interest, per annum, compounded semiannually, equal to the sum of the rates of interest borne by the Securities of each series (as specified on the face of the Securities of each series, provided, that, in the case of the Securities with variable rates of interest, the interest rate to be used in calculating the Composite Rate shall be the interest rate applicable to such Securities at the beginning of the year in which the Composite Rate is being determined and, provided, further, that, in the case of Securities which do not bear interest, the interest rate to be used in calculating the Composite Rate shall be a rate equal to the yield to maturity on such Securities, calculated at the time of issuance of such Securities) multiplied, in the case of each series of Securities, by the percentage of the aggregate principal amount of the Securities of all series Outstanding represented by the Outstanding Securities of such series. For the purposes of this calculation, the aggregate principal amounts of Outstanding Securities that are denominated in a foreign currency, shall be calculated in the manner set forth in Section 11.11.

"Corporate Trust Office" means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is, at the date as of which this Indenture is dated, located at 55 Water Street, New York, New York, 10041.

"Coupon" means any interest coupon appertaining to a Security.

"Dollar" means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

"ECU" means the European Currency Unit as defined and revised from

time to time by the Council of European Communities.

"Event of Default" means any event or condition specified as such in Section 5.1.

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"Foreign Currency" means a currency issued by the government of a country other than the United States.

"Holder", "holder of Securities", "Securityholder" or other similar terms mean (a) in the case of any Registered Security, the person in whose name such Security is registered in the security register kept by the Issuer for that purpose in accordance with the terms hereof, and (b) in the case of any Unregistered Security, the bearer of such Security, or any Coupon appertaining thereto, as the case may be.

"Indenture" means this instrument as originally executed and delivered or, if amended or supplemented as herein provided, as so amended or supplemented or both, and shall include the forms and terms of particular series of Securities established as contemplated hereunder.

"Interest" means, when used with respect to non-interest bearing Securities, interest payable after maturity.

"Issuer" means (except as otherwise provided in Article Six) Weyerhaeuser Company, and, subject to Article Nine, its successors and assigns.

"Issuer Order" means a written statement, request or order of the Issuer signed in its name by the chairman of the Board of Directors, the president or any vice president of the Issuer.

"Mortgage" shall have the meaning set forth in Section 3.6.

"Officers' Certificate" means a certificate signed by the chairman of the Board of Directors or the president or any vice president and by the treasurer or the secretary or any assistant secretary of the Issuer and delivered to the Trustee. Each such certificate shall include the statements provided for in Section 11.5.

"Opinion of Counsel" means an opinion in writing signed by the general corporate counsel or such other legal counsel who may be an employee of or counsel to the Issuer and who shall be satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 11.5, if and to the extent required hereby.

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"Original issue date" of any Security (or portion thereof) means the earlier of (a) the date of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

"Original Issue Discount Security" means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1.

"Outstanding" (except as otherwise provided in Section 6.8), when used with reference to Securities, shall, subject to the provisions of Section 7.4, mean, as of any particular time, all Securities authenticated and delivered by the Trustee under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of which moneys or U.S. Government Obligations (as provided for in Section 10.1) in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Issuer) or shall have been set aside, segregated and held in trust by the Issuer for the holders of such Securities (if the Issuer shall act as its own paying agent), provided that if such Securities, or portions thereof, are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as herein provided, or provision satisfactory to the Trustee shall have been made for giving such notice; and

(c) Securities in substitution for which other Securities shall have been authenticated and delivered, or which shall have been paid, pursuant to the terms of Section 2.9 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a person in whose hands such Security is a legal, valid and binding obligation of the Issuer).

In determining whether the holders of the requisite principal amount of Outstanding Securities of any or all series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding for such purposes shall be the

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amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.1.

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"principal" whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to include "and premium, if any".

"Registered Security" means any Security registered on the Security register of the Issuer.

"Responsible Officer" when used with respect to the Trustee means the chairman of the Board of Directors, any vice chairman of the board of directors, the chairman of the trust committee, the chairman of the executive committee, any vice chairman of the executive committee, the president, any vice president, the cashier, the secretary, the treasurer, any trust officer, any assistant trust officer, any assistant vice president, any assistant cashier, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his knowledge of and familiarity with the particular subject.

"Security" or "Securities" (except as otherwise provided in Section 6.8) has the meaning stated in the first recital of this Indenture, or, as the case may be, Securities that have been authenticated and delivered under this Indenture.

"Subsidiary" means a corporation a majority of the outstanding voting stock of which is owned, directly or indirectly, by the Issuer or by one or more subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the Issuer.

"Trust Indenture Act of 1939" (except as otherwise provided in Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was originally executed.

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"Trustee" means the Person identified as "Trustee" in the first paragraph hereof and, subject to the provisions of Article Six, shall also include any successor trustee. "Trustee" shall also mean or include each Person who is then a trustee hereunder and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the trustee with respect to the Secuities of such series.

"Unregistered Security" means any Security other than a Registered Security.

"U.S. Government Obligations" shall have the meaning set forth in Section 10.1(A).

"Vice president" when used with respect to the Issuer or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title of "vice president".

"Yield to Maturity" means the yield to maturity on a series of securities, calculated at the time of issuance of such series, or, if applicable, at the most recent redetermination of interest on such series, and calculated in accordance with accepted financial practice.

ARTICLE TWO

SECURITIES

SECTION 2.1 Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in such Board Resolution, an Officers' Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of the Securities and Coupons.

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The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

SECTION 2.2 Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication on all Securities shall be in substantially the following form:

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

CHEMICAL BANK,
as Trustee

By________________________
Authorized Officer

SECTION 2.3 Amount Unlimited, Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to one or more Board Resolutions of the Board of Directors and set forth in a Board Resolution, or to the extent established pursuant to (rather than set forth in) such Board Resolution in an Officers' Certificate detailing such establishment, and/or established in one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series,

(1) the designation of the Securities of the series (which may be part of a series of Securities previously issued);

(2) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange

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for, or in lieu of, other Securities of the series pursuant to Section 2.8, 2.9, 2.11, 8.5 or 12.3);

(3) if other than Dollars, the coin or currency in which the Securities of that series are denominated (including, but not limited to, any Foreign Currency or ECU);

(4) any date on which the principal of the Securities of the series is payable;

(5) the rate or rates at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

(6) the place or places where the principal of and any interest on Securities of the series shall be payable (if other than as provided in
Section 3.2);

(7) the price or prices at which, the period or periods within which and the terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Issuer, pursuant to any sinking fund or otherwise;

(8) the obligation, if any, of the Issuer to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral multiple thereof in the case of Registered Securities, or $1000 and $5000 in the case of Unregistered Securities, the denominations in which Securities of the series shall be issuable;

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(10) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

(11) if other than the coin or currency in which the Securities of that series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of such series shall be payable;

(12) if the principal of or interest on the Securities of such series are to be payable, at the election of the Issuer or a holder thereof, in a coin or currency other than that in which the Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(13) if the amount of payments of principal of and interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

(14) whether the Securities of the series will be issuable as Registered Securities or Unregistered Securities (with or without Coupons), or both, any restrictions applicable to the offer, sale or delivery of Unregistered Securities and, if other than as provided in Section 2.8, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

(15) whether and under what circumstances the Issuer will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Issuer will have the option to redeem such Securities rather than pay such additional amounts;

(16) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary

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Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(17) any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the Securities of such series;

(18) any other events of default or covenants with respect to the Securities of such series; and

(19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture).

SECTION 2.4 Authentication and Delivery of Securities. The Issuer may deliver Securities of any series having attached thereto appropriate Coupons, if any, executed by the Issuer to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the order of the Issuer (contained in the Issuer Order referred to below in this Section), or pursuant to such procedures acceptable to the Trustee and to such recipients as may be specified from time to time by an Issuer Order. The maturity date, original issue date, interest rate and any other terms of the Securities of such series and Coupons, if any, appertaining thereto shall be determined by or pursuant to such Issuer Order and procedures. If provided for in such procedures, such Issuer Order may authorize authentication and delivery pursuant to oral instructions from the Issuer or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon:

(1) an Issuer Order requesting such authentication and setting forth delivery instructions if the Securities and Coupons, if any, are not to be delivered to the Issuer;

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(2) any Board Resolution, Officers' Certificate and/or executed supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the forms and terms of the Securities and Coupons, if any, were established;

(3) an Officers' Certificate setting forth the form or forms and terms of the Securities and Coupons, if any, stating that the form or forms and terms of the Securities and Coupons, if any have been established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and covering such other matters as the Trustee may reasonably request; and

(4) an Opinion of Counsel to the effect that:

(a) the form or forms and terms of such Securities and Coupons, if any, have been established pursuant to Sections 2.1 and 2.3 and comply with this indenture,

(b) the authentication and delivery of such Securities and Coupons, if any, by the Trustee are authorized under the provisions of this Indenture;

(c) Such Securities and Coupons, if any, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer,

(d) all laws and requirements in respect of the execution and delivery by the Issuer of the Securities and Coupons, if any, have been complied with, and

(e) covering such other matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of direc-

-12-

tors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Securities, this Indenture or otherwise.

SECTION 2.5 Execution of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the chairman of its Board of Directors or any vice chairman of its Board of Directors or its president or any vice president or its treasurer, under its corporate seal (except in the case of Coupons) which may, but need not, be attested. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

In case any officer of the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

SECTION 2.6 Certificate of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, executed by the Trustee by the manual signature of one of its authorized officers, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture or shall be valid and obligatory for any purpose until such certificate by the Trustee shall have become duly executed on the Security to which such Coupon appertains. Such certificate by the Trustee upon any Security executed by

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the Issuer shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture.

SECTION 2.7 Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.3 or, with respect to the Registered Securities of any series, if not so established, in denominations of $1,000 and any integral multiple thereof. If denominations of Unregistered Securities of any series are not so established, such Securities shall be issuable in denominations of $1,000 and $5,000. The Securities of each series shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plan as the officers of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Each Registered Security shall be dated the date of its authentication. Each Unregistered Security shall be dated as provided in the resolution or resolutions of the Board of Directors of the Issuer referred to in
Section 2.3. The Securities of each series shall bear interest, if any, from the date and such interest shall be payable on the dates established as contemplated by Section 2.3.

The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitle to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Issuer shall default in the payment of the interest due on such interest payment date for such series, in which case such defaulted interest shall be paid to the persons in whose names Outstanding Registered Securities for such series are registered at the close of business on a subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Issuer to the holders of Securities not less than 15 days preceding such subsequent record date. The term "record date" as used with respect to any interest payment date (except a date for payment of defaulted interest) for the

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Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.3, or, if no such date is so established, if such interest payment date is the first day of a calendar month, the fifteenth day of the next preceding calendar month or, if such interest payment date is the fifteenth day of a calendar month, the first day of such calendar month, whether or not such record date is a Business Day.

SECTION 2.8 Registration, Transfer and Exchange. The Issuer will keep at each office or agency to be maintained for the purpose as provided in Section 3.2 for each series of Securities a register or registers in which, subject to such reasonable regulations as it may prescribe, it will provide for the registration of Securities of such series and the registration of transfer of Registered Securities of such series. Such register shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. At all reasonable times such register or registers shall be open for inspection by the Trustee.

Upon due presentation for registration of transfer of any Registered Security of any series at any such office or agency to be maintained for the purpose as provided in Section 3.2, the Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of the same series, maturity date, interest rate and original issue date in authorized denominations for a like aggregate principal amount.

Unregistered Securities (except for any temporary Unregistered Securities) and Coupons (except for Coupons attached to any temporary Unregistered Securities) shall be transferrable by delivery.

At the option of the Holder thereof, Registered Securities of any series may be exchanged for a Registered Security or Registered Securities of such series, maturity date, interest rate and original issue date of other authorized denominations and of a like aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 and upon payment, if the Issuer shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as

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otherwise specified pursuant to Section 2.3, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series, maturity date, interest rate and original issue date of any authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2, with, in the case of Unregistered Securities that have Coupons attached, all unmatured Coupons and all matured Coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise specified pursuant to
Section 2.3, such Unregistered Securities may be exchanged for Unregistered Securities of such series, maturity date, interest rate and original issue date of other authorized denominations and of a like aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Issuer that shall be maintained for such purpose in accordance with Section 3.2 or as specified pursuant to Section 2.3, with, in the case of Unregistered Securities that have Coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Issuer shall so require, of the charges hereinafter provided. Unless otherwise specified pursuant to Section 2.3, Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities and Coupons surrendered upon any exchange or transfer provided for in this Indenture shall be promptly cancelled and disposed of by the Trustee and the Trustee will deliver a certificate of disposition thereof to the Issuer.

All Registered Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the holder or his attorney duly authorized in writing.

The Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be

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imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the first mailing of notice of redemption of Securities of such series to be redeemed, or (b) any Securities selected, called or being called for redemption, in whole or in part, except, in the case of any Security to be redeemed in part, the portion thereof not so to be redeemed.

All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Notwithstanding anything herein or in the terms of any series of Securities to the contrary, neither the Issuer nor the Trustee (which shall rely on an Officers' Certificate and an Opinion of Counsel) shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse Federal income tax consequences to the Issuer (such as, for example, the inability of the Issuer to deduct from its income, as computed for Federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United Stated Federal income tax laws.

SECTION 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In case any temporary or definitive Security or any Coupon appertaining to any Security shall become mutilated, defaced or be destroyed, lost or stolen, the Issuer in its discretion may execute, and upon the written request of any officer of the Issuer, the Trustee shall authenticate and deliver a new Security of the same series, maturity date, interest rate and original issue date, bearing a number or other distinguishing symbol not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Security, or in lieu of and substitution for the Security so destroyed, lost or stolen with Coupons corresponding to the Coupons appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution for the Security to which such mutilated, defaced, destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen. In every

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case the applicant for a substitute Security or Coupon shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof and in the case of mutilation or defacement shall surrender the Security and related Coupons to the Trustee.

Upon the issuance of any substitute Security or Coupon, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Security or Coupon which has matured or is about to mature or has been called for redemption in full shall become mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of issuing a substitute Security, pay or authorize the payment of the same or the relevant Coupon (without surrender thereof except in the case of a mutilated or defaced Security or Coupon), if the applicant for such payment shall furnish to the Issuer and to the Trustee and any agent of the Issuer or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to the provisions of this Section by virtue of the fact that such Security or Coupon is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Security or Coupon shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Securities or Coupons of such series duly authenticated and delivered hereunder. All Securities and Coupons shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, defaced or destroyed, lost or stolen Securities and Coupons and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the

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replacement or payment of negotiable instruments or other securities without their surrender.

SECTION 2.10 Cancellation of Securities; Destruction Thereof. All Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange, or for credit against any payment in respect of sinking ?? analogous fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee, shall be delivered to the Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled by it; and no Securities or Coupons shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of cancelled Securities and Coupons held by it and deliver a certificate of disposition to the Issuer. If the Issuer shall acquire any of the Securities or Coupons, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities or Coupons unless and until the same are delivered to the Trustee for cancellation.

SECTION 2.11 Temporary Securities. Pending the preparation of definitive Securities for any series, the Issuer may execute and the Trustee shall authenticate and deliver temporary Securities for such series (printed, lithographed, typewritten or otherwise reproduced, in each case in form satisfactory to the Trustee). Temporary Securities of any series shall be issuable as Registered Securities without coupons, or as Unregistered Securities with or without coupons attached thereto, of any authorized denomination, and substantially in the form of the definitive Securities of such series but with such omissions, insertions and variations as may be appropriate for temporary Registered Securities, all as may be determined by the Issuer with the concurrence of the Trustee as evidenced by the execution and authentication thereof. Temporary Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Security shall be executed by the Issuer and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Securities. Without unreasonable delay the Issuer shall execute and shall furnish definitive Securities of such series and thereupon temporary Registered Securities of such series may be surrendered in exchange therefor without charge at each office or agency to be maintained by the Issuer for that purpose pursuant to Section 3.2 and in the case of Unregistered Securities, at any agency maintained by the Issuer for such purpose as specified pursuant to
Section 2.3, and the Trustee shall

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authenticate and deliver in exchange for such temporary Securities of such series a like aggregate principal amount of definitive Securities of the same series of authorized denominations and, in the case of Unregistered Securities, having attached thereto any appropriate Coupons. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series. The provisions of this
Section are subject to any restrictions or limitations on the issue and delivery of temporary Unregistered Securities of any series that may be established pursuant to Section 2.3 (including any provision that Unregistered Securities of such series initially be issued in the form of a single global Unregistered Security to be delivered to a depositary or agency of the Issuer located outside the United States and the procedures pursuant to which definitive Unregistered Securities of such series would be issued in exchange for such temporary global Unregistered Security).

ARTICLE THREE

COVENANTS OF THE ISSUER

SECTION 3.1 Payment of Principal and Interest. The Issuer covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay or cause to be paid the principal of, and interest on, each of the Securities of such series (together with any additional amounts payable pursuant to the terms of such Securities) at the place or places, at the respective times and in the manner provided in such Securities and in the Coupons appertaining thereto and in this Indenture. The interest on Securities with Coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several Coupons for such interest installments as are evidenced thereby as they severally mature. The interest on any temporary Unregistered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be paid, as to the installments of interest evidenced by Coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Securities for notation thereon of the payment of such interest. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to or upon the written order of the Holders thereof and at the option of the Issuer

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may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses at they appear on the registry books of the Issuer.

SECTION 3.2 Offices for Payments, etc. The Issuer will maintain in the Borough of Manhattan, The City of New York, an agency where the Registered Securities of each series may be presented for payment, an agency where the Securities of each series may be presented for exchange as is provided in this Indenture and, if applicable, pursuant to Section 2.3 and an agency where the Registered Securities of each series may be presented for registration of transfer as in this Indenture provided.

The Issuer will maintain one or more agencies in a city or cities located outside the United States (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of such series are listed) where the Unregistered Securities, if any, of each series and Coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or Coupon will be made upon presentation of such Unregistered Security or Coupon at an agency of the Issuer within the United States nor will any payment be made by transfer to an account in, or by mail to an address in, the United States unless pursuant to applicable United States laws and regulations then in effect such payment can be made without adverse tax consequences to the Issuer. Notwithstanding the foregoing, payments in Dollars of Unregistered Securities of any series and Coupons appertaining thereto which are payable in Dollars may be made at an agency of the Issuer maintained in the Borough of Manhattan, The City of New York if such payment in Dollars at each agency maintained by the Issuer outside the United States for payment on such Unregistered Securities is illegal or effectively precluded by exchange controls or other similar restrictions.

The Issuer will maintain in the Borough of Manhattan, The City of New York, an agency where notices and demands to or upon the Issuer in respect of the Securities of any series, the Coupons appertaining thereto or this Indenture may be served.

The Issuer will give to the Trustee written notice of the location of each such agency and of any change of location thereof. In case the Issuer shall fail to maintain any agency required by this Section to be located in the Borough of Manhattan, The City of New York, or shall fail to

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give such notice of the location or of any change in the location of any of the above agencies, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.

The Issuer may from time to time designate one or more additional agencies where the Securities of a series and Coupons appertaining thereto may be presented for payment, where the Securities of that series may be presented for exchange as provided in this Indenture and pursuant to Section 2.3 and where the Registered Securities of that series may be presented for registration of transfer as in this Indenture provided, and the Issuer may from time to time rescind any such designation, as the Issuer may deem desirable or expedient; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain the agencies provided for in the immediately preceding paragraphs. The Issuer will give to the Trustee prompt written notice of any such designation or rescission thereof.

SECTION 3.3 Appointment to Fill a Vacancy in Office of Trustee. The Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 6.10, a Trustee, so that there shall at all times be a Trustee with respect to each series of Securities hereunder.

SECTION 3.4 Paying Agents. Whenever the Issuer shall appoint a paying agent other than the Trustee with respect to the Securities of any series, it will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section,

(a) that it will hold all sums received by it as such agent for the payment of the principal of or interest on the Securities of such series (whether such sums have been paid to it by the Issuer or by other obligor on the Securities of such series) in trust for the benefit of the holders of the Securities of such series, or Coupons appertaining thereto, or of the Trustee,

(b) that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Securities of such series) to make any payment of the principal of or interest on the

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Securities of such series when the same shall be due and payable, and

(c) that at any time during the continuance of any such failure, upon the written request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust by such paying agent.

The Issuer will, on or prior to each due date of the principal of or interest on the Securities of such series, deposit with the paying agent a sum sufficient to pay such principal or interest so becoming due, and (unless such paying agent is the Trustee) the Issuer will promptly notify the Trustee of any failure to take such action.

If the Issuer shall act as its own paying agent with respect to the Securities of any Series, it will, on or before each due date of the principal of or interest on the Securities of such series, set aside, segregate and hold in trust for the benefit of the holders of the Securities of such series or the Coupons appertaining thereto a sum sufficient to pay such principal or interest so becoming due. The Issuer will promptly notify the Trustee of any failure to take such action.

Anything in this Section to the contrary notwithstanding, the Issuer may at any time, for the purpose of obtaining a satisfaction and discharge with respect to one or more or all series of Securities hereunder, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust for any such series by the Issuer or any paying agent hereunder, as required by this Section, such sums to be held by the Trustee upon the trusts herein contained.

Anything in this Section to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section is subject to the provisions of Sections 10.3 and 10.4.

SECTION 3.5 Written Statement to Trustee. The Issuer will deliver to the Trustee on or before April 15 in each year (beginning with 1987) a written statement, signed by two of its officers (which need not comply with Section 11.5), stating that in the course of the performance of their duties as officers of the Issuer they would normally have knowledge of any default by the Issuer in the performance or fulfillment of any covenant, agreement or condition contained in this Indenture, stating whether or not they have knowledge of any such default and, if so, specifying each

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such default of which the signers have knowledge and the nature thereof.

SECTION 3.6 Limitation on Liens. The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers, Certificate or indenture supplemental hereto provided pursuant to Section 2.3.

(a) The Issuer will not itself, and will not permit any Subsidiary to, issue, assume, or guarantee any indebtedness for money borrowed (hereinafter in this Section 3.6 referred to as "debt"), if such debt is secured by mortgage, pledge, security interest or other lien or encumbrance (any mortgage, pledge, security interest or other lien or encumbrance being hereinafter in this Section 3.6 referred to as a "Mortgage" or "Mortgages") upon or with respect to any timber or timberlands of the Issuer or such Subsidiary located in the States of Washington, Oregon, California, Arkansas or Oklahoma or any principal manufacturing plant of the Issuer or such Subsidiary located anywhere in the United States of America, now owned or hereafter acquired, without in any such case effectively providing, concurrently with the issuance, assumption or guarantee of any such debt, that the Securities (together with, if the Issuer shall so determine, any other indebtedness of or guaranteed by the Issuer or such Subsidiary ranking equally with the Securities and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such debt; provided, however, that the foregoing restrictions shall not be applicable

      --------  -------
to

          (i)  Mortgages upon or with respect to any property of a Subsidiary

securing debt of such Subsidiary to the Issuer or another Subsidiary;

(ii) Mortgages upon or with respect to any property acquired, constructed or improved by the Issuer or any Subsidiary after the date of this Indenture which are created, incurred or assumed contemporaneously with, or within ninety days after, such acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such property or the cost of such construction or improvement, or Mortgages upon or with respect to any property existing at the time of acquisition thereof; provided, however, that in the case of any such construction or improvement the Mortgage shall not apply to any property theretofore owned by the Issuer or any

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Subsidiary other than any theretofore unimproved real property on which the property so constructed, or the improvement, is located; and

(iii) any extension, renewal or replacement of any Mortgage referred to in clause (ii) above; provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or part of the same property which secured the mortgage so extended, renewed or replaced.

(b) Notwithstanding the provisions of subsection (a) of this Section 3.6, the Issuer or any Subsidiary may issue, assume or guarantee secured debt which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other such debt of the Issuer and its Subsidiaries and the Attributable Debt in respect of Sale and Lease-Back Transactions (as defined in Section 3.7) existing at such time (other than Sale and Lease-Back Transactions permitted because the Issuer would be entitled to incur debt secured by a mortgage on the property to be leased without equally and ratably securing the Securities pursuant to subsection (a) of this Section 3.6 and other than Sale and Lease-Back Transactions the proceeds of which have been applied in accordance with clause (b) of Section 3.7), does not at the time exceed five percent of shareholders' interest in the Issuer and its consolidated Subsidiaries (as hereinafter defined), as shown on the audited consolidated balance sheet contained in the latest annual report to shareholders of the Issuer. The term "Attributable Debt" as used in this paragraph shall mean, as of any particular time, the present value discounted at the Composite Rate, of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

(c) For the purpose of this Section 3.6,

(1) the term "principal manufacturing plant" shall not include any manufacturing plant which in the opinion of the Board of Directors is not a principal manufacturing plant of the Issuer and its Subsidiaries;

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(2) the following types of transactions shall not be deemed to create debt secured by a Mortgage;

(a) the sale, Mortgage or other transfer of timber in connection with an arrangement under which the Issuer or a Subsidiary is obligated to cut such timber or a portion thereof in order to provide the transferee with a specified amount of money however determined; and

(b) the Mortgage of any property of the Issuer or any Subsidiary in favor of the United States, or any State, or any department, agency or instrumentality or either, to secure partial, progress, advance or other payments to the Issuer or any Subsidiary pursuant to the provisions of any contract or statute; and

(3) the term "shareholders' interest in the Issuer and its consolidated Subsidiaries" shall mean the aggregate of capital and surplus, including surplus resulting from the March 1, 1913 revaluation of timber and timberlands, of the Issuer and its consolidated Subsidiaries, after deducting the cost of shares of the Issuer held in treasury.

SECTION 3.7 Limitation on Sale and Lease-Back. The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or indenture supplemental hereto provided pursuant to Section 2.3. The Issuer will not, nor will it permit any Subsidiary to, enter into any arrangement with any Person providing for the leasing by the Issuer or a Subsidiary of any real property in the United States (except for temporary leases for a term of not more than three years), which property has been or is to be sold or transferred by the Issuer or such Subsidiary to such Person (herein referred to as a "Sale and Lease-Back Transaction"), unless (a) the Issuer or such Subsidiary would be entitled to incur debt secured by a Mortgage on the property to be leased without equally and ratably securing the Securities pursuant to Section 3.6, or (b) the Issuer shall, and in any such case the Issuer covenants that it will, apply an amount equal to the fair value (as determined by the Board of Directors) of the property so leased to the retirement (other than any mandatory retirement), within ninety days of

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the effective date of any such Sale and Lease-Back Transaction, of indebtedness for borrowed money incurred or assumed by the Issuer which by its terms matures at, or is extendible or renewable at the option of the obligor to, a date more than twelve months after the date of the creation of such debt.

SECTION 3.8. Luxembourg Publications. In the event of the publication of any notice pursuant to Section 5.11, 6.10(a), 6.11, 3.2, 10.4, 12.2 or 12.5, the party making such publication in the Borough of Manhattan, The City of New York and London shall also, to the extent ???? notice is required to be given to Holders of Securities of any series by applicable Luxembourg law or stock exchange regulation, as evidenced by an Officers' Certificate delivered to such party, make a similar publication in Luxembourg.

ARTICLE FOUR

SECURITYHOLDERS LISTS AND REPORTS BY THE
ISSUER AND THE TRUSTEE

SECTION 4.1. Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders. The Issuer covenants and agrees that it will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities of each series:

(a) semiannually and not more than 15 days after each record date for the payment of interest on such Securities, as hereinabove specified, as of such record date and on dates to be determined pursuant to Section 2.3 for non-interest bearing securities in each year, and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request as of a date not more than 15 days prior to the time such information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for such series and all of the Securities of any series are Registered Securities, such list shall not be required to be furnished.

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SECTION 4.2 Preservation and Disclosure of Securityholders Lists. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of each series of Securities (i) contained in the most recent list furnished to it as provided in
Section 4.1, (ii) received by it in the capacity of Security registrar for such series, if so acting and (iii) filed with it within two preceding years pursuant to 4.4(c)(ii). The Trustee may destroy any list furnished to it as provided in
Section 4.1 upon receipt of a new list so furnished.

(b) In case three or more holders of Securities (hereinafter referred to as "applicants") apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has owned a Security for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other holders of Securities of a particular series (in which case the applicants must all hold Securities of such series) or with Holders of all Securities with respect to their rights under this Indenture or under such Securities and-such application is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five business days after the receipt of such application, at its election, either

(i) afford to such applicants access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section, or

(ii) inform such applicants as to the approximate number of holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee, in accordance with the provisions of subsection (a) of this Section, and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford to such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Securityholder of such series or all Securities, as the case may be, whose name and address appears in the information

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preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the holders of Securities of such series or all Securities, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met, and shall enter an order so declaring, the Trustee shall mail copies of such material to all such Securityholders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Each and every holder of Securities and Coupons, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the holders of Securities in accordance with the provisions of subsection (b) of this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under such subsection (b).

SECTION 4.3 Reports by the Issuer. The Issuer covenants:

(a) to file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and

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regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, or if the Issuer is not required to file information, documents, or reports pursuant to either of such Sections, then to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents, and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, or in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) to file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents, and reports with respect to compliance by the Issuer with the conditions and covenants provided for in this Indenture as may be required from time to time by such rules and regulations; and

(c) to transmit by mail to the holders of Securities, in the manner and to the extent provided in Section 4.4(c), such summaries of any information, documents and reports required to be filed by the Issuer pursuant to subsections (a) and (b) of this Section as may be required to be transmitted to such Holders by rules and regulations prescribed from time to time by the Commission.

SECTION 4.4 Reports by the Trustee. (a) On or before July 15 in each year following the date hereof, so long as any Securities are outstanding hereunder, the Trustee shall transmit to the Securityholders of each series, as provided in subsection (c), a brief report dated as of a date convenient to the Trustee no more than 60 nor less than 45 days prior thereto with respect to:

(i) its eligibility under Section 6.9 and its qualification under Section 6.8, or in lieu thereof, if to the best of its knowledge it has continued to be eligible and qualified under such Sections, a written statement to such effect;

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(ii) the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee (as such) which remain unpaid on the date of such report and for the reimbursement of which it claims or may claim a lien or charge, prior to that of the Securities of any series, on any property or funds held or collected by it as Trustee, except that the Trustee shall not be required (but may elect) to report such advances if such advances so remaining unpaid aggregate not more than 1/2 of 1% of the principal amount of the Securities of any series Outstanding on the date of such report;

(iii) the amount, interest rate, and maturity date of all other indebtedness owing by the Issuer (or by any other obligor on the Securities) to the Trustee in its individual capacity on the date of such report, with a brief description of any property held as collateral security therefor, except any indebtedness based upon a creditor relationship arising in any manner described in Section 6.13(b)(2), (3),
(4) or (6);

(iv) the property and funds, if any, physically in the possession of the Trustee (as such) on the date of such report;

(v) any additional issue of Securities which the Trustee has not previously reported; and

(vi) any action taken by the Trustee in the performance of its duties under this Indenture which it has not previously reported and which in its opinion materially affects the Securities, except action in respect of a default, notice of which has been or is to be withheld by it in accordance with the provisions of Section 5.11.

(b) The Trustee shall transmit to the Securityholders of each series, as provided in subsection (c) of this Section, a brief report with respect to the character and amount of any advances (and if the Trustee elects so to state, the circumstances surrounding the making thereof) made by the Trustee, as such, since the date of the last report transmitted pursuant to the provisions of subsection (a) of this Section (or if no such report has yet been so transmitted, since the date of this Indenture) for the reimburse-

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ment of which it claims or may claim a lien or charge prior to that of the Securities of such series on property or funds held or collected by it as Trustee and which it has not previously reported pursuant to this subsection
(b), except that the Trustee shall not be required (but may elect) to report such advances if such advances remaining unpaid at any time aggregate 10% or less of the principal amount of Securities of such series outstanding at such time, such report to be transmitted within 90 days after such time.

(c) Reports pursuant to this Section shall be transmitted by mail:

(i) to all registered holders of Securities, as the names and addresses of such holders appear upon the registry books of the Issuer;

(ii) to such other Holders of Securities as have, written two years preceding such transmissions, filed their names and addresses with the Trustee for that purpose; and

(iii) except in the case of reports pursuant to subsection (b); to each Holder of a Security whose name and address are preserved at the time by the Trustee as provided in Section 4.2(a).

(d) A copy of each such report shall, at the time of such transmission to Securityholders, be furnished to the Issuer and be filed by the Trustee with each stock exchange upon which the Securities of any applicable series are listed and also with the Commission. The Issuer agrees to notify the Trustee with respect any series when and as the Securities of such series become admitted to trading on any national securities exchange.

ARTICLE FIVE

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT

SECTION 5.1 Event of Default Defined; Acceleration of Maturity; Waiver of Default. "Event of Default" with respect to Securities of any series wherever used herein, means each one of the following events which shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to

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any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) default in the payment of any instalment of interest upon any of the Securities of such series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or

(b) default in the payment of all or any part of the principal on any of the Securities of such series as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise; or

(c) default in the payment of any sinking fund instalment as and when the same shall become due and payable by the terms of the Securities of such series; or

(d) default in the performance, or breach, of any covenant or warranty of the Issuer in respect of the Securities of such series (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

(e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

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(f) the Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Issuer or for any substantial part of its property, or make any general assignment for the benefit of creditors; or

(g) any other Event of Default provided in the supplemental indenture or resolution of the Board of Directors under which such series of Securities is issued or in the form of Security for such series.

If an Event of Default described in clauses (a), (b), (c) or (d) above (if the Event of Default under clause (d) is with respect to less than all series of Securities then Outstanding) occurs and is continuing, then, and in each and every such case, unless the principal of all of the Securities of such series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding hereunder (each such series voting as a separate class) by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) of all Securities of such series and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (d) (if the Event of Default under clause (d) is with respect to all series of Securities then Outstanding), (e) or (f) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then Outstanding hereunder (treated as one class), by notice in writing to the Issuer (and to the Trustee if given by Securityholders), may declare the entire principal (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of all the Securities then outstanding

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and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured instalments of interest upon all the Securities of such series (or of all the Securities, as the case may be) and the principal of any and all Securities of such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue instalments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series, (or at the respective rates of interest or Yields to Maturity of all the Securities, as the case may be) to the date of such payment or deposit) and such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee except as a result of negligence or bad faith, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein--then and in every such case the holders of a majority in aggregate principal amount of all the Securities of such series, each series voting as a separate class, (or of all the Securities, as the case may be, voting as a single class) then Outstanding, by written notice to the Issuer and to the Trustee, may waive all defaults with respect to such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities

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shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such Acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

SECTION 5.2 Collection of Indebtedness by Trustee; Trustee May Prove Debt. The Issuer covenants that (a) in case default shall be made in the payment

of any instalment of interest on any of the Securities of any series when such interest shall have become due and payable, and such default shall have continued for a period of 30 days or (b) in case default shall be made in the payment of all or any part of the principal of any of the Securities of any series when the same shall have become due and payable, whether upon maturity of the Securities of such series or upon any redemption or by declaration or otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee for the benefit of the Holders of the Securities of such series the whole amount that then shall have become due and payable on all Securities of such series, and such Coupons, for principal or interest, as the case may be (with interest to the date of such payment upon the overdue principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series); and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee and each predecessor Trustee, their respective agents, attorneys and counsel, and any expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of its negligence or bad faith.

In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree

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against the Issuer or other obligor upon such Securities and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Securities, whenever situated, the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings relative to the Issuer or any other obligor upon the Securities under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor, or in case of any other comparable judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of principal and interest (or, if the Securities of any series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in respect of the Securities of any series, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Securityholders allowed in any judicial proceedings relative to the Issuer or other obligor upon the Securities of any series, or to the creditors or property of the Issuer or such other obligor,

(b) Unless prohibited by applicable law and regulations, to vote on behalf of the holders of the Securities of any series in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or

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insolvency proceedings or person performing similar functions in comparable proceedings, and

(c) to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Securityholders and of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or other similar official is hereby authorized by each of the Securityholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.6.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of any series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person.

All rights of action and of asserting claims under this Indenture, or under any of the Securities of any series or Coupons appertaining to such Securities, may be enforced by the Trustee without the possession of any of the Securities of such series or Coupons appertaining to such Securities or the production thereof on any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Securities or Coupons appertaining to such Securities in respect of which such action was taken.

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In any proceedings brought by the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee shall be held to represent all the holders of the Securities or Coupons appertaining to such Securities in respect to which such action was taken, and it shall not be necessary to make any holders of such Securities or Coupons appertaining to such Securities parties to any such proceedings.

SECTION 5.3 Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such series in respect of which monies have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 6.6;

SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such

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payments to be made ratably to the persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue instalments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such principal and interest or Yield to Maturity, without preference or priority of principal over interest or Yield to Maturity over principal, or of any instalment of interest over any other instalment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such principal and accrued and unpaid interest or Yield to Maturity; and

FOURTH: To the payment of the remainder, if any, to the Issuer or any other person lawfully entitled thereto.

SECTION 5.4 Suits for Enforcement. In case an Event of Default has occurred, has not been waived and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Identure or in aid of the exercise of any power granted in this Indenture or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.

SECTION 5.5 Restoration of Rights on Abandonment of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings

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shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

SECTION 5.6 Limitations on Suits by Securityholders. No holder of any Security of any series or of any Coupon appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the holders of not less than 25% in aggregate principal amount of the Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Security or Coupon with every other taker and Holder and the Trustee, that no one or more Holders of Securities of any series or Coupons appertaining to such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Securities or Coupons appertaining to such Securities, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Securities of the applicable series and Coupons appertaining to such Securities. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

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SECTION 5.7 Unconditional Right of Securityholders to Institute Certain Suits. Notwithstanding any other provision in this Indenture and any provision of any Security, the right of any Holder of any Security or Coupon to receive payment of the principal of and interest on such Security or Coupon on or after the respective due dates expressed in such Security or Coupon, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 5.8 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. Except as provided in Section 5.6, no right or remedy herein conferred upon or reserved to the Trustee or to the holders of Securities or Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

No delay or omission of the Trustee or of any holder of Securities or Coupons to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and, subject to Section 5.6, every power and remedy given by this Indenture or by law to the Trustee or to the holders of Securities or Coupons may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the holders of Securities or Coupons.

SECTION 5.9 Control by Holders of Securities. The Holders of a majority in aggregate principal amount of the Securities of each series affected (with each series voting as a separate class) at the time Outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel,

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shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forebearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Securities of all series so affected not joining in the giving of said direction, it being understood that (subject to Section 6.1) the Trustee shall have no duty to ascertain whether or not such actions or forebearances are unduly prejudicial to such Holders.

Nothing in this Indenture shall impair the right of the Trustee in its discretion to take any action deemed proper by the Trustee and which is not inconsistent with such direction or directions by Securityholders.

SECTION 5.10 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Securities of any series as provided in
Section 5.1, the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding may on behalf of the Holders of all the Securities of such series waive any past default or Event of Default described in clause (c) of Section 5.1 (or, in the case of an event specified in clause (d) of Section 5.1 which relates to less than all series of Securities then Outstanding, the Holders of a majority in aggregate principal amount of the Securities then Outstanding affected thereby (each series voting as a separate class) may waive any such default or Event of Default, or, in the case of an event specified in clause (d) (if the Event of Default under clause (d) relates to all series of Securities then Outstanding), (e) or (f) of Section 5.1 the Holders of Securities of a majority in principal amount of all the Securities then Outstanding (voting as one class) may waive any such default or Event of Default), and its consequences except a default in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Security affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Securities of such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

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Upon any such waiver, such default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 5.11 Trustee to Give Notice of Default, But May Withhold in Certain Circumstances. The Trustee shall, within ninety days after the occurrence of a default with respect to the Securities of any series, give notice of all defaults with respect to that series known to the Trustee (i) if any Unregistered Securities of that series are then Outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of that series are then Outstanding, to all Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4 (c) (ii), by mailing such notice to such Holders at such addresses and (iii) to all Holders of then Outstanding Registered Securities of that series, by mailing such notice to such Holders at their addresses as they shall appear in the registry books, unless in each case such defaults shall have been cured before the mailing or publication of such notice (the term "defaults" for the purpose of this Section being hereby defined to mean any event or condition which is, or with notice or lapse of time or both would become, an Event of Default); provided that, except in the case of default in the payment of the principal of or interest on any of the Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee, or a trust committee of directors or trustees and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Securityholders of such series.

SECTION 5.12 Right of Court to Require Filing of Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Security or Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit,

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and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders of any series holding in the aggregate more than 10% in aggregate principal amount of the Securities of such series, or, in the case of any suit relating to or arising under clause (d) of Section 5.1 (if the suit relates to Securities of more than one but less than all series), 10% in aggregate principal amount of Securities Outstanding affected thereby, or in the case of any suit relating to or arising under clause (d) (if the suit under clause (d) relates to all the Securities then Outstanding), (e) or (f) of
Section 5.1, 10% in aggregate principal amount of all Securities Outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of or interest on any Security on or after the due date expressed in such Security or any date fixed for redemption.

ARTICLE SIX

CONCERNING THE TRUSTEE

SECTION 6.1 Duties and Responsibilities of the Trustee; During Default; Prior to Default. With respect to the Holders of any series of Securities issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a particular series and after the curing or waiving of all Events of Default which may have occurred with respect to such series, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default with respect to the Securities of a series has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own wilful misconduct, except that

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(a) prior to the occurrence of an Event of Default with respect to the Securities of any series and after the curing or waiving of all such Events of Default with respect to such series which may have occurred:

(i) the duties and obligations of the Trustee with respect to the Securities of any series shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any statements, certificates or opinions furnished to the Trustee and conforming to the requirements of his Indenture; but in the case of any such statements, certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture;

(b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(c) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders pursuant to Section 6.9 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own funds

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or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such funds or adequate indemnity against such liability is not reasonably assured to it.

SECTION 6.2 Certain Rights of the Trustee. Subject to Section 6.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate or any other certificate statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Issuer;

(c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

(d) the Trustee shall be under no obligation to exercise any of the trusts of powers vested in it by this Indenture at the request, order of direction of any of the Securityholders pursuant to the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred therein or thereby;

(e) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to authorized or within the

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discretion, rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the holders of not less than a majority in aggregate principal amount of the Securities of all series affected then Outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Issuer or, if paid by the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon demand; and

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys not regularly in its employ and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder.

SECTION 6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Application of Proceeds Thereof. The recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities or Coupons. The Trustee shall not be accountable for the use or application by the Issuer of any of the Securities or of the proceeds thereof.

SECTION 6.4 Trustee and Agents May Hold Securities or Coupons; Collections, etc. The Trustee or any agent of

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the Issuer or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities or Coupons with the same rights it would have if it were not the Trustee or such agent and, subject to Sections 6.8 and 6.13, may otherwise deal with the Issuer and receive, collect, hold and retain collections from the Issuer with the same rights it would have if it were not the Trustee or such agent.

SECTION 6.5 Moneys Held by Trustee. Subject to the provisions of Section 10.4 hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or the Trustee shall be under any liability for interest on any moneys received by it hereunder.

SECTION 6.6 Compensation and Indemnification of Trustee and Its Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) and the Issuer covenants and agrees to pay or reimburse the Trustee and each predecessor Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by or on behalf of it in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its counsel and of all agents and other persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Issuer also covenants to indemnify the Trustee and each predecessor Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture or the trusts hereunder and its duties hereunder, including the costs and expenses of defending itself against or investigating any claim of liability in the premises. The obligations of the Issuer under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for

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the benefit of the holders of particular Securities or Coupons, and the Securities are hereby subordinated to such senior claim.

SECTION 6.7 Right of Trustee to Rely on Officers' Certificate, etc. Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

SECTION 6.8 Qualification of Trustee; Conflicting Interests. (a) If the Trustee has or shall acquire any conflicting interest, as defined in this Section, it shall, within 90 days after ascertaining that it has such conflicting interest, either eliminate such conflicting interest or resign in the manner and with the effect specified in this Indenture.

(b) In the event that the Trustee shall fail to comply with the provisions of subsection (a) of this Section, the Trustee shall, within 10 days after the expiration of such 90 day period, transmit by mail notice of such failure to the Securityholders in the manner and to the extent required by
Section 4.4(c).

(c) For the purposes of this Section, the Trustee shall be deemed to have a conflicting interest with respect to Securities of any series if

(i) the Trustee is trustee under this Indenture with respect to the Outstanding Securities of any other series or is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the Issuer are outstanding, unless such other indenture is a collateral trust indenture under which the only collateral consists of Securities issued under this Indenture; provided that there shall be excluded from the operation of this paragraph the Indenture dated July 15, 1969

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between the Issuer and Chemical Bank, as trustee, relating to the Issuer's 7.65% Sinking Fund Debentures Due July 15, 1994; the Indenture dated October 1, 1970 between the Issuer and Chemical Bank, as trustee, relating to the Issuer's 8 5/8% Sinking Fund Debentures Due October 1, 2000; the Indenture dated November 15, 1974 between the Issuer and Chemical Bank, as trustee, relating to the Issuer's 8.90% Sinking Fund Debentures Due November 15, 2004; the Indenture dated October 28, 1976 between the Issuer and Chemical Bank, as trustee, relating to the Issuer's 7.95% Sinking Fund Debentures Due August 15, 2006 and this Indenture with respect to the Securities of any other series and there shall also be so excluded any other indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding if (i) this Indenture is and, if applicable, this Indenture and any series issued pursuant to this Indenture and such other indenture or indentures are wholly unsecured, and such other indenture or indentures are hereafter qualified under the Trust Indenture Act of 1939, unless the Commission shall have found and declared by order pursuant to Section 305(b) or Section 307(c) of such Trust Indenture Act of 1939 that differences exist between the provisions of this Indenture with respect to Securities of such series and one or more other series, or the provisions of this Indenture and the provisions of such other indenture or indentures which are so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such series and such other series, or under this Indenture or such other indenture or indentures, or (ii) the Issuer shall have sustained the burden of proving, on application to the Commission and after opportunity for hearing thereon, that trusteeship under this Indenture with respect to Securities of such series and such other series, or under this Indenture and such other indenture or indentures is not so likely to involve a material conflict of interest as to make it necessary in the public interest or for the protection of investors to disqualify the Trustee from acting as such under this Indenture with respect to Securities of such

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series and such other series, or under this Indenture and such other indentures;

(ii) the Trustee or any of its directors or executive officers is an obligor upon the Securities of any series issued under this Indenture or an underwriter for the Issuer;

(iii) the Trustee directly or indirectly controls or is directly or indirectly controlled by or is under direct or indirect common control with the Issuer or an underwriter for the Issuer;

(iv) the Trustee or any of its directors or executive officers is a director, officer, partner, employee, appointee, or representative of the Issuer, or of an underwriter (other than the Trustee itself) for the Issuer who is currently engaged in the business of underwriting, except that (x) one individual may be a director or an executive officer, or both, of the Trustee and a director or an executive officer, or both, of the Issuer, but may not be at the same time an executive officer of both the Trustee and the Issuer; (y) if and so long as the number of directors of the Trustee in office is more than nine, one additional individual may be a director or an executive officer, or both, of the Trustee and a director of the Issuer; and (z) the Trustee may be designated by the Issuer or by any underwriter for the Issuer to act in the capacity of transfer agent, registrar, custodian, paying agent, fiscal agent, escrow agent, or depositary, or in any other similar capacity, or, subject to the provisions of subsection
(c)(i) of this Section, to act as trustee, whether under an indenture or otherwise;

(v) 10% or more of the voting securities of the Trustee is beneficially owned either by the Issuer or by any director, partner or executive officer thereof, or 20% or more of such voting securities is beneficially owned, collectively, by any two or more of such persons; or 10% or more of the voting securities of the Trustee is beneficially owned either by an underwriter for the Issuer or by any director, partner, or executive officer thereof, or is beneficially owned, collectively, by any two or more such persons;

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(vi) the Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, (x) 5% or more of the voting securities or 10% or more of any other class of security of the Issuer, not including the Securities issued under this Indenture and securities under any other indenture under which the Trustee is also trustee, or (y) 10% or more of any class of security of an underwriter for the Issuer;

(vii) the Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, 5% or more of the voting securities of any person who, to the knowledge of the Trustee, owns 10% or more of the voting securities of, or controls directly or indirectly or is under direct or indirect common control with, the Issuer;

(viii) the Trustee is the beneficial owner of, or holds as collateral security for an obligation which is in default, 10% or more of any class of security of any person who, to the knowledge of the Trustee, owns 50% or more of the voting securities of the Issuer; or

(ix) the Trustee owns on May 15 in any calendar year, in the capacity of executor, administrator, testamentary or inter vivos trustee, guardian, committee or conservator, or in any other similar capacity, an aggregate of 25% or more of the voting securities, or of any class of security, of any person, the beneficial ownership of a specified percentage of which would have constituted a conflicting interest under Section 6.8(c)(vi), (vii) or (viii). As to any such securities of which the Trustee acquired ownership through becoming executor, administrator, or testamentary trustee of an estate which included them, the provisions of the preceding sentence shall not apply, for a period of two years from the date of such acquisition, to the extent that such securities included in such estate do not exceed 25% of such voting securities or 25% of any such class of security. Promptly after May 15 in each calendar year, the Trustee shall make a check of its holdings of such securities in any of the above- mentioned capacities as of such May 15. If

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the Issuer fails to make payment in full of principal of or interest on any of the Securities when and as the same becomes due and payable, and such failure continues for 30 days thereafter, the Trustee shall make a prompt check of its holdings of such securities in any of the above-mentioned capacities as of the date of the expiration of such 30-day period, and after such date, notwithstanding the foregoing provisions of this paragraph, all such securities so held by the Trustee, with sole or joint control over such securities vested in it, shall, but only so long as such failure shall continue, be considered as though beneficially owned by the Trustee for the purposes of subsections (c)(vi), (vii) and (viii) of this Section.

The specification of percentages in subsections (c)(v) to (ix) inclusive of this Section shall not be construed as indicating that the ownership of such percentages of the securities of a person is or is not necessary or sufficient to constitute direct or indirect control for the purposes of subsections (c)(iii) or (vii) of this Section.

For the purposes of subsections (c)(vi), (vii), (viii) and (ix), of this Section, only,

(i) the terms "security" and "securities" shall include only such securities as are generally known as corporate securities, but shall not include any note or other evidence of indebtedness issued to evidence an obligation to repay moneys lent to a person by one or more banks, trust companies, or banking firms, or any certificate of interest or participation in any such note or evidence of indebtedness;

(ii) an obligation shall be deemed to be in default when a default in payment of principal shall have continued for 30 days or more and shall not have been cured; and

(iii) the Trustee shall not be deemed to be the owner or holder of
(x) any security which it holds as collateral security, as trustee or otherwise, for an obligation which is not in default as defined in clause
(ii) above, or (y) any security which is holds as collateral security under this Indenture, irrespective of any default hereunder, or (z) any security which it holds as agent for

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collection, or as custodian, escrow agent, or depositary, or in any similar representative capacity.

Except as provided above, the word "security" or "securities" as used in this Section shall mean any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

(d) For purposes of this Section:

(i) the term "underwriter" when used with reference to the Issuer shall mean every person who, within three years prior to the time as of which the determination is made, has purchased from the Issuer with a view to, or has offered or sold for the Issuer in connection with, the distribution of any security of the Issuer outstanding at such time, or has participated or has had a direct or indirect participation in any such undertaking, or has participated or has had a participation in the direct or indirect underwriting of any such undertaking, but such term shall not include a person whose interest was limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commission;

(ii) the term "director" shall mean any director of a corporation or any individual performing similar functions with respect to any organization whether incorporated or unincorporated;

(iii) the term "person" shall mean an individual, a corporation, a partnership, an association, a joint-stock company, a trust, an unincorporated organization, or a government or political subdivision thereof; as used in this paragraph, the term "trust" shall include only a trust where the interest or interests of the

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beneficiary or beneficiaries are evidenced by a security;

(iv) the term "voting security" shall mean any security presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a person, or any security issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such security are presently entitled to vote in the direction or management of the affairs of a person;

(v) the term "Issuer" shall mean any obligor upon the Securities; and

(vi) the term "executive officer" shall mean the president, every vice president, every trust officer, the cashier, the secretary, and the treasurer of a corporation, and any individual customarily performing similar functions with respect to any organization whether incorporated or unincorporated, but shall not include the chairman of the board of directors.

(e) The percentages of voting securities and other securities specified in this Section shall be calculated in accordance with the following provisions:

(i) a specified percentage of the voting securities of the Trustee, the Issuer or any other person referred to in this Section (each of whom is referred to as a "person" in this paragraph) means such amount of the outstanding voting securities of such person as entitles the holder or holders thereof to cast such specified percentage of the aggregate votes which the holders of all the outstanding voting securities of such person are entitled to cast in the direction or management of the affairs of such person;

(ii) a specified percentage of a class of securities of a person means such percentage of the aggregate amount of securities of the class outstanding;

(iii) the term "amount", when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares

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if relating to capital shares, and the number of units if relating to any other kind of security;

(iv) the term "outstanding" means issued and not held by or for the account of the issuer; the following securities shall not be deemed outstanding within the meaning of this definition:

(A) securities of an issuer held in a sinking fund relating to securities of the issuer of the same class;

(B) securities of an issuer held in a sinking fund relating to another class of securities of the issuer, if the obligation evidenced by such other class of securities is not in default as to principal or interest or otherwise;

(C) securities pledged by the issuer thereof as security for an obligation of the issuer not in default as to principal or interest or otherwise; and

(D) securities held in escrow if placed in escrow by the issuer thereof;

provided, that any voting securities of an issuer shall be deemed outstanding if any person other than the issuer is entitled to exercise the voting rights thereof; and

(v) a security shall be deemed to be of the same class as another security if both securities confer upon the holder or holders thereof substantially the same rights and privileges; provided, that, in the case of secured evidences of indebtedness, all of which are issued under a single indenture, differences in the interest rates or maturity dates of various series thereof shall not be deemed sufficient to constitute such series different classes and provided, further, that, in the case of unsecured evidences of indebtedness, differences in the interest rates or maturity dates thereof shall not be deemed sufficient to constitute them securities of different classes, whether or not they are issued under a single indenture.

SECTION 6.9 Persons Eligible for Appointment as Trustee. The Trustee for each series of Securities hereunder

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shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State or the District of Columbia having a combined capital and surplus of at least $50,000,000, and which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority. Such corporation shall have its principal place of business in the Borough of Manhattan, The City of New York if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 6.10.

SECTION 6.10 Resignation and Removal; Appointment of Successor Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to one or more or all series of Securities by giving written notice of resignation to the Issuer and (i) if any Unregistered Securities of a series affected are then Outstanding, by giving notice of such resignation to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York, and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Unregistered Securities of a series affected are then Outstanding, by mailing notice of such resignation to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii) at such addresses as were so furnished to the Trustee and (iii) by mailing notice of such resignation to the Holders of then Outstanding Registered Securities of each series affected at their addresses as they shall appear on the registry books. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee or trustees with respect to the applicable series by written instrument in duplicate, executed by authority of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee or trustees. If no successor trustee shall have been so appointed with respect to any series and have accepted

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appointment within 30 days after the mailing of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee, or any Securityholder who has been a bona fide Holder of a Security or Securities of the applicable series for at least six months may, subject to the provisions of Section 5.12, on behalf of himself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur:

(i) the Trustee shall fail to comply with the provisions of Section 6.8 with respect to any series of Securities after written request therefor by the Issuer or by any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months; or

(ii) the Trustee shall cease to be eligible in accordance with the provisions of Section 6.9 and shall fail to resign after written request therefor by the Issuer or by any Securityholder; or

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the applicable series of Securities and appoint a successor trustee for such series by written instrument, in duplicate, executed by order of the Board of Directors of the Issuer, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.12, any Securityholder who has been a bona fide Holder of a Security or Securities of such series for at least six months may on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to such series. Such court may thereupon, after

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such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.

(c) The Holders of a majority in aggregate principal amount of the Securities of each series at the time outstanding may at any time remove the Trustee with respect to Securities of such series and appoint a successor trustee with respect to the Securities of such series by delivering to the Trustee so removed, to the successor trustee so appointed and to the Issuer the evidence provided for in Section 7.1 of the action in that regard taken by the Securityholders.

(d) Any resignation or removal of the Trustee with respect to any series and any appointment of a successor trustee with respect to such series pursuant to any of the provisions of this Section 6.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11.

SECTION 6.11 Acceptance of Appointment by Successor Trustee. Any successor trustee appointed as provided in Section 6.10 shall execute and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee with respect to all or any applicable series shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations with respect to such series of its predecessor hereunder, with like effect as if originally named as trustee for such series hereunder; but, nevertheless, on the written request of the Issuer or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to the successor trustee all moneys at the time held by it hereunder and shall execute and deliver an instrument transferring to such successor trustee all such rights, powers, duties and obligations. Upon request of any such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

If a successor trustee is appointed with respect to the Securities of one or more (but not all) series, the

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Issuer, the predecessor Trustee and each successor trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such trustees co-trustees of the same trust and that each such trustee shall be trustee of a trust or trusts under separate indentures.

No successor trustee with respect to any series of Securities shall accept appointment as provided in this Section 6.11 unless at the time of such acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

Upon acceptance of appointment by any successor trustee as provided in this Section 6.11, the Issuer shall mail notice thereof (a) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof, by publication of such notice at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a series affected are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing such notice to such Holders at such addresses as were so furnished to the Trustee (and the Trustee shall make such information available to the Issuer for such purpose) and (c) to the Holders of Registered Securities of each series affected, by mailing such notice to such Holders at their addresses as they shall appear on the registry books. If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section
6.10. If the Issuer fails to mail such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Issuer.

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SECTION 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 6.8 and eligible under the provisions of Section 6.9, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 6.13 Preferential Collection of Claims Against the Issuer.
(a) Subject to the provisions of this Section, if the Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Issuer within four months prior to a default, as defined in subsection (c) of this Section, or subsequent to such a default, then, unless and until such default shall be cured, the Trustee shall set apart and hold in a special account for the benefit of the Trustee individually, the Holders of the Securities and the holders of other indenture securities (as defined in this Section):

(1) an amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect of principal or interest,

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effected after the beginning of such four months' period and valid as against the Issuer and its other creditors, except any such reduction resulting from the receipt or disposition of any property described in subsection (a)(2) of this Section, or from the exercise of any right of set-off which the Trustee could have exercised if a petition in bankruptcy had been filed by or against the Issuer upon the date of such default; and

(2) all property received by the Trustee in respect of any claim as such creditor, either as security therefor, or in satisfaction or composition therefor, or in satisfaction or composition thereof, or otherwise, after the beginning of such four months' period, or an amount equal to the proceeds of any such property, if disposed of, subject, however, to the rights, if any, of the Issuer and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

(A) to retain for its own account (i) payments made on account of any such claim by any person (other than the Issuer) who is liable thereon,
(ii) the proceeds of the bona fide sale of any such claim by the Trustee to a third person, and (iii) distributions made in cash, securities or other property in respect of claims filed against the Issuer in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable state law;

(B) to realize, for its own account, upon any property held by it as security for any such claim, if such property was so held prior to the beginning of such four months' period;

(C) to realize, for its own account, but only to the extent of the claim hereinafter mentioned, upon any property held by it as security for any such claim, if such claim was created after the beginning of such four months' period and such property was received as security therefor simultaneously with the creation thereof, and if the Trustee shall sustain the burden of proving that at the time such property was so received the Trustee had no reasonable cause to believe that a default

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as defined in subsection (c) of this Section would occur within four months; or

(D) receive payment on any claim referred to in paragraph (B) or (C)
against the release of any property held as security for such claim as provided in such paragraph (B) or (C), as the case may be, to the extent of the fair value of such property.

For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of such four months' period for property held as security at the time of such substitution shall, to the extent of the fair value of the property released, have the same status as the property released, and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or in substitution for or for the purpose of repaying or refunding any pre-existing claim of the Trustee as such creditor, such claim shall have the same status as such pre-existing claim.

If the Trustee shall be required to account, the funds and property held in such special account and the proceeds thereof shall be apportioned between the Trustee, the Securityholders and the Holders of other indenture securities in such manner that the Trustee, such Securityholders and the Holders of other indenture securities realize as a result of payments from such special account and payments of dividends on claims filed against the Issuer in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable State law, the same percentage of their respective claims, figured before crediting to the claim of the Trustee anything on account of the receipt by it from the Issuer of the funds and property in such special account and before crediting to the respective claims of the Trustee, such Securityholders and the Holders of other indenture securities dividends on claims filed against the Issuer in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable State law, but after crediting thereon receipts on account of the indebtedness represented by their respective claims from all sources other than from such dividends and from the funds and property so held in such special account. As used in this paragraph, with respect to any claim, the term "dividends" shall include any distribution with respect to such claim, in bankruptcy or receivership or in proceedings for reorganization pursuant to Title 11 of the United States Code or applicable State law, whether such distribution is made in

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cash, securities or other property, but shall not include any such distribution with respect to the secured portion, if any, of such claim. The court in which such bankruptcy, receivership or proceeding for reorganization is pending shall have jurisdiction (i) to apportion between the Trustee, such Securityholders and the Holders of other indenture securities, in accordance with the provisions of this paragraph, the funds and property held in such special account and the proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to give to the provisions of this paragraph due consideration in determining the fairness of the distributions to be made to the Trustee, such Securityholders and the Holders of other indenture securities with respect to their respective claims, in which event it shall not be necessary to liquidate or to appraise the value of any securities or other property held in such special account or as security for any such claim, or to make a specific allocation of such distributions as between the secured and unsecured portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical formula.

Any Trustee who has resigned or been removed after the beginning of such four months' period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has resigned or been removed prior to the beginning of such four months' period, it shall be subject to the provisions of this subsection (a) if and only if the following conditions exist:

(i) the receipt of property or reduction of claim which would have given rise to the obligation to account, if such Trustee had continued as trustee, occurred after the beginning of such four months' period; and

(ii) such receipt of property or reduction of claim occurred within four months after such resignation or removal.

(b) There shall be excluded from the operation of this Section a creditor relationship arising from

(1) the ownership or acquisition of securities issued under any indenture, or any security or securities having a maturity of one year or more at the time of acquistion by the Trustee;

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(2) advances authorized by a receivership or bankruptcy court of competent jurisdiction or by this Indenture for the purpose of preserving any property which shall at any time be subject to the lien of this Indenture or of discharging tax liens or other prior liens or encumbrances thereto, if notice of such advance and of the circumstances surrounding the making thereof is given to the Securityholders at the time and in the manner provided in this Indenture;

(3) disbursements made in the ordinary course of business in the capacity of trustee under an indenture, transfer agent, registrar, custodian, paying agent, fiscal agent or depository, or other similar capacity;

(4) an indebtedness created as a result of services rendered or premises rented or an indebtedness created as a result of goods or securities sold in a cash transaction as defined in subsection (c)(3) below;

(5) the ownership of stock or of other securities of a corporation organized under the provisions of Section 25(a) of the Federal Reserve Act, as amended, which is directly or indirectly a creditor of the Issuer; or

(6) the acquisition, ownership, acceptance or negotiation of any drafts, bills of exchange, acceptances or obligations which fall within the classification of self-liquidating paper as defined in subsection (c)(4) of this Section.

(c) As used in this Section:

(1) the term "default" shall mean any failure to make payment in full of the principal of or interest upon any of the Securities or upon the other indenture securities when and as such principal or interest becomes due and payable;

(2) the term "other indenture securities" shall mean securities upon which the Issuer is an obligor (as defined in the trust Indenture Act of 1939) outstanding under any other indenture (i) under which the Trustee is also trustee, (ii) which contains provisions substantially similar to the

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provisions of subsection (a) of this Section, and (iii) under which a default exists at the time of the apportionment of the funds and property held in said special account;

(3) the term "cash transaction" shall mean any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand;

(4) the term "self-liquidating paper" shall mean any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Issuer for the purpose of financing the purchase, processing, manufacture, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Issuer arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation; and

(5) the term "Issuer" shall mean any obligor upon the Securities.

ARTICLE SEVEN

CONCERNING THE SECURITYHOLDERS

SECTION 7.1 Evidence of Action Taken by Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a specified percentage in principal amount of the Securityholders of any or all series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Securityholders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee. Proof of execution of any instrument or of a writing appoint-

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ing any such agent shall be sufficient for any purpose of this Indenture and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Article.

SECTION 7.2 Proof of Execution of Instruments and of Holding of Securities. Subject to Sections 6.1 and 6.2, the execution of any instrument by a Securityholder or his agent or proxy may be proved in the following manner:

(a) The fact and date of the execution by any Holder of any instrument may be proved by the certificate of any rotary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the person executing such instruments acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or other such oficer. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute sufficient proof of the authority of the person executing the same. The fact of the holding by any Holder of an Unregistered Security of any series, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security of such series bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities of one or more series specified therein. The holding by the person named in any such certificate of any Unregistered Securities of any series specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced, or
(2) the Security of such series specified in such certificate shall be produced by

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some other person, or (3) the Security of such series specified in such certificate shall have ceased to be Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the execution of any such instrument and the amount and numbers of Securities of any series held by the person so executing such instrument and the amount and numbers of any Security or Securities for such series may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee for such series or in any other manner which the Trustee for such series may deem sufficient.

(b) In the case of Registered Securities, the ownership of such Securities shall be proved by the Security register or by a certificate of the Security registrar.

SECTION 7.3 Holders to be Treated as Owners. The Issuer, the Trustee and any agent of the Issuer or the Trustee may deem and treat the person in whose name any Security shall be registered upon the Security register for such series as the absolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Security and for all other purposes; and neither the Issuer nor the Trustee nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. The Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Holder of any Unregistered Security and the Holder of any Coupon as the absolute owner of such Unregistered Security or Coupon (whether or not such Unregistered Security or Coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes and neither the Issuer, the Trustee, nor any agent of the Issuer or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such person, or upon his order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Security or Coupon.

SECTION 7.4 Securities Owned by Issuer Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direc-

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tion, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which the Trustee knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers' Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be entitled to accept such Officers' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

SECTION 7.5 Right of Revocation of Action Taken. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action, any Holder of a Security the serial number of which is shown by the evidence to be included among the serial numbers of the Securities the Holders of which have consented to such action may, by filing written notice at the Corporated Trust Office and upon proof of holding as provided in this Article, revoke such action so far as concerns such Security. Except as aforesaid any such action taken by the Holder of any Security shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Security and of any Securities issued in exchange or sub-

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stitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in regard thereto is made upon any such Security. Any action taken by the Holders of the percentage in aggregate principal amount of the Securities of any or all series, as the case may be, specified in this Indenture in connection with such action shall be conclusively binding upon the Issuer, the Trustee and the Holders of all the Securities affected by such action.

ARTICLE EIGHT

SUPPLEMENTAL INDENTURES

SECTION 8.1 Supplemental Indentures Without Consent of Securityholders. The Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of the execution thereof) for one or more of the following purposes:

(a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets;

(b) to evidence the succession of another corporation to the Issuer, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article Nine;

(c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of Securities or Coupons, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after default

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(which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Securities of such series to waive such an Event of Default;

(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make any other provisions as the Board of Directors may deem necessary or desirable, provided that no such action shall adversely affect the interests of the Holders of the Securities or Coupons;

(e) to establish the form or terms of Securities of any series or of the Coupons appertaining to such Securities as permitted by Sections 2.1 and 2.3; and

(f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.11.

The Trustee is hereby authorized to join with the Issuer in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the Securities at the time outstanding, notwithstanding any of the provisions of Section 8.2.

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SECTION 8.2 Supplemental Indentures With Consent of Securityholders. With the consent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series affected by such supplemental indenture (voting as one class), the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act of 1939 as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series or of the Coupons appertaining to such Securities; provided, that no such supplemental indenture shall (a) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or make the principal thereof (including any amount in respect of original issue discount), or interest thereon payable in any coin or currency other than that provided in the Securities and Coupons or in accordance with the terms thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 5.1 or the amount thereof provable in bankruptcy pursuant to
Section 5.2, or alter the provisions of Section 11.11, or impair or affect the right of any Securityholder to institute suit for the payment thereof or, if the Securities provide therefor, any right of repayment at the option of the Securityholder without the consent of the Holder of each Security so affected, or (b) reduce the aforesaid percentage of Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Security so affected.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series, or of Coupons appertaining to such Securities, with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities

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of any other series or of the Coupons appertaining to such Securities.

Upon the request of the Issuer, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Securityholders as aforesaid and other documents, if any, required by Section 7.1, the Trustee shall join with the Issuer in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall mail a notice thereof (i) to the Holders of then Outstanding Registered Securities of each series affected thereby, by mailing a notice thereof by first-class mail to such Holders at their addresses as they shall appear on the Security register, (ii) if any Unregistered Securities of a series affected thereby are then Outstanding, to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii), by mailing a notice thereof by first-class mail to such Holders at such addresses as were so furnished to the Trustee and (iii) if any Unregistered Securities of a series affected thereby are then Outstanding, to all Holders thereof, by publication of a notice thereof at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London (and, if required by Section 3.8, at least once in an Authorized Newspaper in Luxembourg), and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

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SECTION 8.3 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Securities of each series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION 8.4 Documents to Be Given to Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant to this Article 8 complies with the applicable provisions of this Indenture.

SECTION 8.5 Notation on Securities in Respect of Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to the provisions of this Article may bear a notation in form approved by the Trustee for such series as to any matter provided for by such supplemental indenture or as to any action taken by Securityholders. If the Issuer or the Trustee shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may be prepared by the Issuer, authenticated by the Trustee and delivered in exchange for the Securities of such series then outstanding.

ARTICLE NINE

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1 Issuer May Consolidate, etc., on Certain Terms. The Issuer covenants that it will not merge or consolidate with any other corporation or sell or convey (including by way of lease) all or substantially all of its assets to any Person, unless (i) either the Issuer shall be the continuing corporation, or the successor corporation or the Person which acquires by sale or conveyance substantially all the assets of the Issuer (if other than the Issuer) shall

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be a corporation or entity organized under the laws of the United States of America or any State thereof and shall expressly assume the due and punctual payment of the principal of and interest on all the Securities and Coupons, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or observed by the Issuer, by supplemental indenture satisfactory to the Trustee, executed and delivered to the Trustee by such corporation or entity, and (ii) the Issuer or such successor corporation or entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition.

SECTION 9.2 Successor Issuer Substituted. In case of any such consolidation, merger, sale or conveyance, and following such an assumption by the successor corporation, such successor corporation shall succeed to and be substituted for the Issuer, with the same effect as if it had been named herein. Such successor corporation may cause to be signed, and may issue either in its own name or in the name of the Issuer prior to such succession any or all of the Securities issuable hereunder, together with any Coupons appertaining thereto, which theretofore shall not have been signed by the Issuer and delivered to the Trustee; and, upon the order of such successor corporation instead of the Issuer and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities, together with any Coupons appertaining thereto, which previously shall have been signed and delivered by the officers of the Issuer to the Trustee for authentication, and any Securities, together with any Coupons appertaining thereto, which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued, together with any Coupons appertaining thereto, shall in all respects have the same legal rank and benefit under this Indenture as the Securities and Coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and Coupons had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale, lease or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities and Coupons thereafter to be issued as may be appropriate.

In the event of any such sale or conveyance (other than a conveyance by way of lease) the Issuer or any succes-

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sor corporation which shall theretofore have become such in the manner describe in this Article shall be discharged from all obligations and covenants under this Indenture and the Securities and may be liquidated and dissolved.

SECTION 9.3 Opinion of Counsel to Trustee. The Trustee, subject to the provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel, prepared in accordance with Section 11.5, as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, and any such liquidation or dissolution, complies with the applicable provisions of this Indenture.

ARTICLE TEN

SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS.

SECTION 10.1 Satisfaction and Discharge of Indenture. (A) If at any time (a) the Issuer shall have paid or caused to be paid the principal of and interest on all the Securities of any series Outstanding hereunder and all unmatured Coupons appertaining thereto (other than Securities of such series and Coupons appertaining thereto which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.9) as and when the same shall have become due and payable, or (b) the Issuer shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated and all unmatured Coupons appertaining thereto (other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) or (c) (i) all the Securities of such series and all unmatured Coupons appertaining thereto not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Issuer in accordance with
Section 10.4) or direct obligations of the United States of America, backed by its full faith and credit ("U.S. Government Obligations"), maturing as to principal and interest in such amounts and at such times as will insure the availability of cash sufficient to pay at maturity or upon

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redemption all Securities of such series and all unmatured Coupons appertaining thereto other than any Securities of such series and Coupons appertaining thereto which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.9) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due to such date of maturity as the case may be, and if, in any such case, the Issuer shall also pay or cause to be paid all other sums payable hereunder by the Issuer with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (i) rights of registration of transfer and exchange of Securities of such series, and of Coupons appertaining thereto, and the Issuer's right of optional redemption, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (iv) the rights (including the Trustee's rights under Section 10.5) and immunities of the Trustee hereunder and the Trustee's obligations under Sections 10.2 and 10.4, (v) the rights of the holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and (vi) the obligations of the Issuer under Section 3.2), and the Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel which complies with Section 11.5 and at the cost and expense of the Issuer, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities and Coupons to receive amounts in respect of principal of and interest on the Securities and Coupons held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Issuer agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

(B) The following provisions shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution, Officers' Certificate or

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indenture supplemental hereto provided pursuant to Section 2.3. In addition to discharge of this Indenture pursuant to the next preceding paragraph, the Issuer shall be deemed to have paid and discharged the entire indebtedness on all the Securities of a series and Coupons appertaining thereto on the 121st day after the date of the deposit referred to in subparagraph (a) below, and the provisions of this Indenture with respect to the Securities of such series and Coupons appertaining thereto shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, and of Coupons appertaining thereto, (ii) substitution of apparently mutilated, defaced, destroyed, lost or stolen Securities or Coupons, (iii) rights of holders of Securities and Coupons appertaining thereto to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive sinking fund payments, if any, (iv) the rights (including the Trustee's rights under Section 10.5) and immunities of the Trustee hereunder and the Trustee's obligations with respect to the Securities of such series under Sections 10.2 and 10.4, (v) the rights of the holders of Securities of such series and Coupons appertaining thereto as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them and
(vi) the obligations of the Issuer under Section 3.2 and the Trustee, at the expense of the Issuer, shall at the Issuer's request, execute proper instruments acknowledging the same, if

(a) with reference to this provision the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the Securities of such series and Coupons appertaining thereto (i) cash in an amount, or (ii) U.S. Government Obligations, maturing as to principal and interest at such times and in such amounts as will insure the availability of cash or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay (A) the principal and interest on all Securities of such series and Coupons appertaining thereto on the date that such principal or interest is due and payable and (B) any mandatory sinking fund payments on the day on which such payments are

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due and payable in accordance with the terms of the Indenture and the Securities of such series;

(b) such deposit will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Issuer is a party or by which it is bound;

(c) the Issuer has delivered to the Trustee an Officers' Certificate or an opinion of independent legal counsel satisfactory to the Trustee to the effect that the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series and Coupons appertaining thereto will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; and

(d) the Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this provision have been complied with, and the Opinion of Counsel shall also state that such deposit does not violate applicable law.

SECTION 10.2 Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 10.4, all moneys deposited with the Trustee (or other trustee) pursuant to Section 10.1 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Issuer acting as its own paying agent), to the Holders of the particular Securities of such series and of Coupons appertaining thereto for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such money need not be segregated from other funds except to the extent required by law.

SECTION 10.3 Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities

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shall, upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

SECTION 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on any Security of any series or Coupons attached thereto and not applied but remaining unclaimed for two years after the date upon which such principal or interest shall have become due and payable, shall, upon the written request of the Issuer and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Issuer by the Trustee for such series or such paying agent, and the Holder of the Security of such series and of any Coupons appertaining thereto shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, however, that the Trustee or such paying agent, before being required to make any such repayment with respect to moneys deposited with it for any payment (a) in respect of Registered Securities of any series, shall at the expense of the Issuer, mail by first-class mail to Holders of such Securities at their addresses as they shall appear on the Security register, and (b) in respect of Unregistered Securities of any series, shall at the expense of the Issuer cause to be published once, in an Authorized Newspaper in the Borough of Manhattan, The City of New York and once in an Authorized Newspaper in London (and if required by Section 3.8, once in an Authorized Newspaper in Luxembourg), notice, that such moneys remain and that, after a date specified therein, which shall not be less than thirty days from the date of such mailing or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

SECTION 10.5 Indemnity for U.S. Government Obligations. The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to
Section 10.1 or the principal or interest received in respect of such obligations.

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ARTICLE ELEVEN

MISCELLANEOUS PROVISIONS

SECTION 11.1 Incorporators, Stockholders, Officers and Directors of Issuer Exempt from Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer or director, as such, of the Issuer or of any successor, either directly or through the Issuer or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the Coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the Coupons appertaining thereto.

SECTION 11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of Securities and Coupons. Nothing in this Indenture, in the Securities or in the Coupons appertaining thereto, expresses or implied, shall give or be construed to give to any person, firm or corporation, other than the parties hereto and their successors and the Holders of the Securities or Coupons, if any, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Securities or Coupons, if any.

SECTION 11.3 Successors and Assigns of Issuer Bound by Indenture. All the covenants, stipulations, promises and agreements in this Indenture contained by or in behalf of the Issuer shall bind its successors and assigns, whether so expressed or not.

SECTION 11.4 Notices and Demands on Issuer, Trustee and Holders of Securities and Coupons. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders of Securities or Coupons to or on the Issuer may be given or served by being deposited postage prepaid, first-class mail (except as otherwise specifically provided herein) addressed (until another address of the Issuer is filed by the Issuer with the Trustee) to Weyerhaeuser Company, Tacoma,

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Washington 98477, Attn: Secretary. Any notice, direction, request or demand by the Issuer or any Holder of Securities or Coupons to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made at the Corporate Trust Office, Attn: Corporate Trustee Administration Department.

In case, by reason of the suspension of or irregularities in regular mail service, it shall be impracticable to mail notice to the Issuer when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

SECTION 11.5 Officers' Certificates and Opinions of Counsel; Statements to Be Contained Therein. Upon any application or demand by the Issuer to the Trustee to take any action under any of the provisions of this Indenture, the Issuer shall furnish to the Trustee an Officer's Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished.

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination of investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with,

Any certificate, statement or opinion of an officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or

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opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of the Issuer, upon the certificate, statement or opinion of or representations by an officer or officers of the Issuer, unless such counsel knows that the certificate, statement or opinion or representations with respect to the matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Issuer or of counsel may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an accountant or firm of accountants in the employ of the Issuer, unless such officer or counsel, as the case may be, knows that the certificate or opinion or representations with respect to the accounting matters upon which his certificate, statement or opinion may be based as aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate or opinion of any independent firm of public accountants filed with and directed to the Trustee shall contain a statement that such firm is independent.

SECTION 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date of maturity of interest on or principal of the Securities of any series or any Coupons appertaining thereto or the date fixed for redemption or repayment of any such Security or Coupon shall not be a Business Day, then payment of interest or principal need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date.

SECTION 11.7 Conflict of Any Provision of Indenture with Trust Indenture Act of 1939. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included herein by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, such required provision shall control.

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SECTION 11.8 New York Law to Govern. This Indenture and each Security and Coupon shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

SECTION 11.9 Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 11.10 Effect of Headings. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 11.11 Securities in a Foreign Currency or in ECU. Unless otherwise specified in an Officer's Certificate delivered pursuant to Section 2.3 of this Indenture with respect to a particular series of Securities, whenever for purposes of this Indenture any action may be taken by the holders of a specified percentage in aggregate principal amount of Securities of all series or all series affected by a particular action at the time Outstanding and, at such time, there are Outstanding Securities of any series which are denominated in a coin or currency other than Dollars (including ECUs), then the principal amount of Securities of such series which shall be deemed to be Outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate. For purposes of this Section 11.11, Market Exchange Rate shall mean the noon Dollar buying rate for that currency for cable transfers quoted in The City of New York as certified for customs purposes by the Federal Reserve Bank of New York; provided, however, in the case of ECUs, Market Exchange Rate shall mean the rate of exchange determined by the Commission of the European Communities (or any successor thereto) as published in the Official Journal of the European Communities (such publication or any successor publication, the "Journal"). If such Market Exchange Rate is not available for any reason with respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or, in the case of ECUs, the rate of exchange as published in the Journal, as of the most recent available date, or quotations or, in the case of ECUs, rates of exchange from one or more major banks in The City of New York or in the country of issue of the currency in question,

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which for purposes of the ECU shall be Brussels, Belgium, or such other quotations or, in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a series denominated in a currency other than Dollars in connection with any action taken by holders of Securities pursuant to the terms of this Indenture.

All decisions and determinations of the Trustee regarding the Market Exchange Rate ?? any alternative determination provided for in the preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Issuer and all Holders.

SECTION 11.12. Judgment Currency. The Issuer agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest on the Securities of any series (the "Required Currency") into a currency in which a judgment will be rendered (the "Judgment Currency"), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding that on which final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive order to close.

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ARTICLE TWELVE

REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1 Applicability of Article. The provisions of this Article shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.3 for Securities of such series.

SECTION 12.2 Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Issuer shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities to be redeemed as a whole or in part, who have filed their names and addresses with the Trustee pursuant to Section 4.4(c)(ii), shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least thirty days and not more than sixty prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Issuer, the Trustee shall make such information available to the Issuer for such purpose). Notice of redemption to all other holders of Unregistered Securities shall be published in an Authorized Newspaper in the Borough of Manhattan, The City of New York and in an Authorized Newspaper in London (and, if required by Section 3.8, in an Authorized Newspaper in Luxembourg), in each case, once in each of three successive calendar weeks, the first publication to be not less than thirty nor more than sixty days prior to the date fixed for redemption. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

The notice of redemption to each such Holder shall specify the principal amount of each Security of such series

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held by such Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with Coupons attached thereto, of all Coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.

The notice or redemption of Securities of any series to be redeemed at the option of the Issuer shall be given by the Issuer or, at the Issuer's request, by the Trustee in the name and at the expense of the Issuer.

On or before the redemption date specified in the notice of redemption given as provided in this Section, the Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.4) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If less than all the Outstanding Securities of a series are to be redeemed at the election of the Issuer, the Issuer will deliver to the Trustee at least 70 days prior to the date fixed for redemption an Officers' Certificate stating the aggregate principal amount of Securities to be redeemed. In case of a redemption at the election of the Issuer prior to the expiration of any restriction on such redemption, the Issuer shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers' Certificate stating that such restriction has been complied with.

If less than all the Securities of a series are to be redeemed, the Trustee shall select, in such manner as it shall deem appropriate and fair, Securities of such Series to be redeemed in whole or in part. Securities may be redeemed

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in part in multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Issuer in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities of any series shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

SECTION 12.3 Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after said date (unless the Issuer shall default in the payment of such Securities at the redemption price, together with interest accrued to said date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured Coupons, if any, appertaining thereto shall be void, and, except as provided in Sections 6.5 and 10.4, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit or security under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all Coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Issuer at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with Coupons attached thereto, to the bearers of the Coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.3 and 2.7 hereof.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal

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shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by the Security.

If any Security with Coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant Coupons maturing after the date fixed for redemption, the surrender of such missing Coupon or Coupons may be waived by the Issuer and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

Upon presentation of any Security redeemed in part only, the Issuer shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Issuer, a new Security or Securities of such series, of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

SECTION 12.4 Exclusion of Certain Securities from Eligibility for Selection for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in an Officers' Certificate delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer.

SECTION 12.5 Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an "optional sinking fund payment". The date on which a sinking fund payment is to be made is herein referred to as the "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Issuer may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except upon redemption pursuant to the mandatory sinking fund) by the Issuer or receive credit for Securities of such series (not previously so credited) there-

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tofore purchased or otherwise acquired (except as aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant to Section 2.10, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Issuer through any optional redemption provision contained in the terms of such series. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

On or before the 60th day next preceding each sinking fund payment date for any series, the Issuer will deliver to the Trustee an Officers' Certificate (which need not contain the statements required by Section 11.5) (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of Securities of such series and the basis for such credit, (b) stating that none of the Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Issuer intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Issuer intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Issuer to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with such Officers' Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers' Certificate shall be irrevocable and upon its receipt by the Trustee the Issuer shall become unconditionally obligated to make all the cash payments or payments therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Issuer, on or before any such 60th day, to deliver such Officers' Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Issuer (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Issuer will make no

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optional sinking fund payment with respect to such series as provided in this Section.

If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to the Securities of any particular series, such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price together with accrued interest to the date fixed for redemption. If such amount shall be $50,000 or less and the Issuer makes no such request then it shall be carried over until a sum in excess of $50,000 is available. The Trustee shall select, in the manner provided in
Section 12.2, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Issuer) inform the Issuer of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers' Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Issuer or (b) an entity specifically identified in such Officers' Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer. The Trustee, in the name and at the expense of the Issuer (or the Issuer, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in
Section 12.2 (and with the effect provided in Section 12.3) for the redemption of Securities of such series in part at the option of the Issuer. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the principal of, and interest on, the Securities of such series at maturity.

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On or before each sinking fund payment date, the Issuer shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities for such series by operation of the sinking fund during the continuance of a default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall therefore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such default or Event of Default, be deemed to have been collected under Article Five and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 5.10 or the default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of April 1, 1986.

WEYERHAEUSER COMPANY

                                                By  /s/ W.C. Stivers
                                                  --------------------------
                                                          Treasurer


Attest:

By  /s/ A.P. Vandevert
  --------------------------
       Secretary

CHEMICAL BANK, Trustee

                                             By  /s/ P.J. Gilkeson
                                               -----------------------------
                                                 Senior Trust Officer


Attest:

By  /s/ G. McFarlane
  -------------------------
      Trust Officer


STATE OF WASHINGTON      )
                         )  ss.:
COUNTY OF KING           )

On this 12th day of February, 1987 before me personally came W. C. Stivers, to me personally known, who, being by me duly sworn, did depose and say that he resides at 32325 40th Pl. S.W., Federal Way, Washington 98023; that he is the Treasurer of WEYERHAEUSER COMPANY, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

    /s/ Ruth L. Hatch
-----------------------------
      Notary Public


STATE OF NEW YORK    )
                     )   ss.:
COUNTY OF NEW YORK   )

On this 13th day of February, 1987 before me personally came P.J. GILKESON, to me personally known, who, being by me duly sworn, did depose and say that he resides at 452 ???? Field Ave, Staten Island, N.Y. 10310; that he is a Sr. Tr. Officer of CHEMICAL BANK, one of the corporations described in and which executed the above instrument; that he knows the corporated seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

[NOTARIAL SEAL]

/s/ Frank S. Feczko
---------------------------
    Notary Public

[SEAL]


EXHIBIT 5

[LOGO OF WEYERHAEUSER] Law Department Tacoma, Washington 98477 Air Express:


33663 Weyerhaeuser Way South
Federal Way, Washington 98003
Writers Direct Dial Number

September 30, 1997

Weyerhaeuser Company
Tacoma WA 98477

Dear Sirs:

I am Senior Legal Counsel of Weyerhaeuser Company, a Washington corporation (the "Company") and in such capacity, I have examined the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "1933 Act"), of $850,000,000 aggregate principal amount of debt securities (the "Debt Securities") and preferred shares or preference shares (the "Shares") (collectively, the "Securities") for an offering to be made on a continuous or delayed basis pursuant to the provisions of Rule 415 promulgated under the 1933 Act. I have examined the Indenture dated as of April 1, 1986, as supplemented by the First Supplemental Indenture, dated as of February 15, 1991 and the Second Supplemental Indenture dated as of February 1, 1993 (the "Indenture") between the Company and the Chase Manhattan Bank (formerly Chemical Bank), as Trustee, under which the Debt Securities are to be issued. I am familiar with the proceedings heretofore taken and with the additional proceedings proposed to be taken by the Company in connection with the authorization, registration, issuance and sale of the Debt Securities and the Shares.

Based upon the foregoing, I am of the opinion that:

(a) upon compliance with the terms and conditions of the Indenture with respect to the creation, authentication and delivery of the Debt Securities, the due execution by the Company and authentication and delivery by the Trustee under the Indenture of the Debt Securities, and the sale of the Debt Securities by the Company as contemplated in the Registration Statement (after it is declared effective) and in accordance with corporate authorizations, the Debt Securities will constitute in the hands of holders thereof valid and binding obligations of the Company; and

(b) upon adoption by the Company's Board of Directors of an amendment to the Articles of Incorporation of the Company in the form provided in Exhibit 4(d) to the Registration Statement and the issuance, delivery and payment for the Shares as contemplated in the Registration Statement (after it is declared effective), the Shares will be duly and validly issued, fully paid and nonassessable).

I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading "Legal Opinions" in the Prospectus.

Very truly yours,

/S/ CLAIRE S. GRACE

Claire S. Grace

Senior Legal Counsel


WEYERHAEUSER COMPANY AND SUBSIDIARIES Exhibit 12(a)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (1)

(Dollar Amounts in Thousands)

                                                      TWENTY-SIX
                                                     WEEKS ENDING
                                                  -------------------
                                                   JUNE 29    JUNE 30
                                                    1997       1996        1996         1995         1994         1993        1992
                                                  ----------------------------------------------------------------------------------


Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item..............  $385,030   $565,048   $1,089,493   $1,672,308   $1,261,542   $1,160,971   $943,046

     Add interest portion of rental expense.....    12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                  ----------------------------------------------------------------------------------

                                                  $397,628   $574,816   $1,111,516   $1,693,549   $1,281,845   $1,180,690   $962,059

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

Fixed charges:
     Interest expense incurred:
       Weyerhaeuser Company and subsidiaries
         excluding Weyerhaeuser Real Estate
         Company and Weyerhaeuser Financial
         Services, Inc. and their subsidiaries..  $136,342   $134,950   $  269,927   $  267,625   $  233,748   $  211,645   $185,519

       Weyerhaeuser Real Estate Company and
         consolidated subsidiaries..............    34,834     33,548       65,402       75,555       78,426       77,646     72,561

       Weyerhaeuser Financial Services, Inc.
         and consolidated subsidiaries..........    25,697     35,130       66,516       64,376       76,275       95,309    145,193

                                                  ----------------------------------------------------------------------------------

                 Subtotal.......................   196,873    203,628      401,845      407,556      388,449      384,600    403,273

       Less intercompany interest...............      (436)      (644)      (1,707)     (11,654)        (464)        (514)     1,682

                                                  ----------------------------------------------------------------------------------

       Total interest expense incurred..........   197,309    204,272      403,552      419,210      388,913      385,114    401,591

                                                  ----------------------------------------------------------------------------------

     Amortization of debt expense...............     1,554      1,667        3,237        3,520        3,595        3,168      4,129

                                                  ----------------------------------------------------------------------------------

       Rental expense:
         Weyerhaeuser Company and consolidated
           subsidiaries.........................    32,865     23,311       50,477       50,938       45,613       41,860     38,500

         Weyerhaeuser Real Estate Company and
           consolidated subsidiaries............     2,012      1,897        4,020        4,239        5,341        6,718      6,685

         Weyerhaeuser Financial Services, Inc.
           and consolidated subsidiaries........     2,917      4,095       11,573        8,546        9,955       10,580     11,854

                                                  ----------------------------------------------------------------------------------

                                                    37,794     29,303       66,070       63,723       60,909       59,158     57,039

                                                  ----------------------------------------------------------------------------------

         Interest portion of rental expense.....    12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                  ----------------------------------------------------------------------------------

    Fixed Charges...............................  $211,461   $215,707     $428,812     $443,971     $412,811     $408,001   $424,733

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

 Ratio of earnings to fixed charges ............      1.88       2.66         2.59         3.81         3.11         2.89       2.27

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

(1) Excludes Interest Paid on Depositor Accounts By Republic Federal Savings &

Loan Association in 1992.


WEYERHAEUSER COMPANY AND SUBSIDIARIES Exhibit 12(b)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (1)
(Dollar Amounts in Thousands)

                                                   TWENTY-SIX
                                                  WEEKS ENDING
                                              ------------------------
                                                 JUNE 29      JUNE 30
                                                  1997         1996        1996         1995         1994         1993        1992
                                              --------------------------------------------------------------------------------------

Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item..........      $385,030   $565,048   $1,089,493   $1,672,308   $1,261,542   $1,160,971   $949,371

     Add interest portion of rental expense.        12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                              --------------------------------------------------------------------------------------

                                                  $397,628   $574,816   $1,111,516   $1,693,549   $1,281,845   $1,180,690   $968,384

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

Fixed charges:
     Interest expense incurred:
       Weyerhaeuser Company and subsidiaries
         excluding Weyerhaeuser Real Estate
         Company and Weyerhaeuser Financial
         Services, Inc. and their
          subsidiaries......................      $136,342   $134,950   $  269,927   $  267,625   $  233,748   $  211,645   $185,519

       Weyerhaeuser Real Estate Company and
         consolidated subsidiaries..........        34,834     33,548       65,402       75,555       78,426       77,646     72,561

       Weyerhaeuser Financial Services, Inc.
         and consolidated subsidiaries......        25,697     35,130       66,516       64,376       76,275       95,309    151,518

                                              --------------------------------------------------------------------------------------

                 Subtotal...................       196,873    203,628      401,845      407,556      388,449      384,600    409,598

       Less intercompany interest...........          (436)      (644)      (1,707)     (11,654)        (464)        (514)     1,682

                                              --------------------------------------------------------------------------------------

       Total interest expense incurred......       197,309    204,272      403,552      419,210      388,913      385,114    407,916

                                              --------------------------------------------------------------------------------------

     Amortization of debt expense...........         1,554      1,667        3,237        3,520        3,595        3,168      4,129

                                              --------------------------------------------------------------------------------------

       Rental expense:
         Weyerhaeuser Company and
           consolidated subsidiaries........        32,865     23,311       50,477       50,938       45,613       41,860     38,500

         Weyerhaeuser Real Estate Company
          and consolidated subsidiaries.....         2,012      1,897        4,020        4,239        5,341        6,718      6,685

         Weyerhaeuser Financial Services,
          Inc. and consolidated
          subsidiaries......................         2,917      4,095       11,573        8,546        9,955       10,580     11,854

                                              --------------------------------------------------------------------------------------

                                                    37,794     29,303       66,070       63,723       60,909       59,158     57,039

                                              --------------------------------------------------------------------------------------

         Interest portion of rental expense.        12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                              --------------------------------------------------------------------------------------

    Fixed Charges...........................      $211,461   $215,707     $428,812     $443,971     $412,811     $408,001   $431,058

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

 Ratio of earnings to fixed charges.........          1.88       2.66         2.59         3.81         3.11         2.89       2.25

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

(1) Includes Interest Paid on Depositor Accounts By Republic Federal Savings &

Loan Association in 1992.


Exhibit 12(c) 26-Sep-97
WEYERHAEUSER COMPANY WITH ITS WEYERHAEUSER REAL ESTATE COMPANY AND WEYERHAEUSER FINANCIAL SERVICES, INC. SUBSIDIARIES ACCOUNTED FOR ON THE EQUITY METHOD, BUT EXCLUDING THE UNDISTRIBUTED EARNINGS OF THOSE SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES


(Dollar Amounts in Thousands)

                                                       TWENTY-SIX
                                                      WEEKS ENDING
                                                --------------------------
                                                   JUNE 29       JUNE 30
                                                     1997         1996         1996        1995        1994        1993       1992
                                                ------------------------------------------------------------------------------------

Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item............      $334,945    $506,069     $972,405  $1,494,797  $1,120,774  $1,000,087   $740,152

     Add interest portion of rental expense...        10,955       7,770       16,826      16,979      15,204      13,953     12,833

                                                ------------------------------------------------------------------------------------

                                                     345,900     513,839      989,231   1,511,776   1,135,978   1,014,040    752,985

                                                ------------------------------------------------------------------------------------

 Deduct undistributed earnings before income
  taxes of Weyerhaeuser Real Estate Company
  and Weyerhaeuser Financial Services, Inc.
  and their subsidiaries:                             55,904      15,750       43,555    (277,247)     17,940      94,763     80,530

                                                ------------------------------------------------------------------------------------

 Available earnings before extraordinary item.      $289,996    $498,089     $945,676  $1,789,023  $1,118,038    $919,277   $672,455

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

Fixed charges:
     Interest expense incurred................      $136,342    $134,950     $269,927    $267,625    $233,748    $211,645   $185,519

     Amortization of debt expense.............         1,554       1,667        3,237       3,520       3,595       3,168      4,129

     Interest portion of rental expense.......        10,955       7,770       16,826      16,979      15,204      13,953     12,833

                                                ------------------------------------------------------------------------------------

          Fixed charges.......................      $148,851    $144,387     $289,990    $288,124    $252,547    $228,766   $202,481

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

     Ratio of earnings to fixed charges.......          1.95        3.45         3.26        6.21        4.43        4.02       3.32

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




WEYERHAEUSER COMPANY AND SUBSIDIARIES Exhibit 12(d)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE SHARE DIVIDENDS (1)
(Dollar Amounts in Thousands)

                                                     TWENTY-SIX
                                                    WEEKS ENDING
                                                ---------------------
                                                 JUNE 29     JUNE 30
                                                   1997        1996        1996         1995         1994         1993        1992
                                                ------------------------------------------------------------------------------------

Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item............    $385,030   $565,048   $1,089,493   $1,672,308   $1,261,542   $1,160,971   $943,046

     Add interest portion of rental expense...      12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                ------------------------------------------------------------------------------------

     Available earnings before extraordinary
      item....................................    $397,628   $574,816   $1,111,516   $1,693,549   $1,281,845   $1,180,690   $962,059

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

Fixed charges and preferred and
preference share dividends:
     Interest expense incurred:
       Weyerhaeuser Company and subsidiaries
         excluding Weyerhaeuser Real Estate
         Company and Weyerhaeuser Financial
         Services, Inc. and their subsidiaries    $136,342   $134,950   $  269,927   $  267,625   $  233,748   $  211,645   $185,519

       Weyerhaeuser Real Estate Company and
         consolidated subsidiaries............      34,834     33,548       65,402       75,555       78,426       77,646     72,561

       Weyerhaeuser Financial Services, Inc.
         and consolidated subsidiaries........      25,697     35,130       66,516       64,376       76,275       95,309    145,193

                                                ------------------------------------------------------------------------------------

                 Subtotal.....................     196,873    203,628      401,845      407,556      388,449      384,600    403,273

       Less intercompany interest.............        (436)      (644)      (1,707)     (11,654)        (464)        (514)     1,682

                                                ------------------------------------------------------------------------------------

       Total interest expense incurred........     197,309    204,272      403,552      419,210      388,913      385,114    401,591

                                                ------------------------------------------------------------------------------------

     Amortization of debt expense.............       1,554      1,667        3,237        3,520        3,595        3,168      4,129

                                                ------------------------------------------------------------------------------------

     Rental expense:
         Weyerhaeuser Company and consolidated
           subsidiaries.......................      32,865     23,311       50,477       50,938       45,613       41,860     38,500

         Weyerhaeuser Real Estate Company and
           consolidated subsidiaries..........       2,012      1,897        4,020        4,239        5,341        6,718      6,685

         Weyerhaeuser Financial Services, Inc.
           and consolidated subsidiaries......       2,917      4,095       11,573        8,546        9,955       10,580     11,854

                                                ------------------------------------------------------------------------------------

                                                    37,794     29,303       66,070       63,723       60,909       59,158     57,039

                                                ------------------------------------------------------------------------------------

         Interest portion of rental expense...      12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                ------------------------------------------------------------------------------------

       Preferred and preference share
        dividends of Weyerhaeuser Company
              After-tax basis.................      N/A          N/A        N/A          N/A          N/A          N/A          N/A
                                                ------------------------------------------------------------------------------------

              Pre-tax basis...................      N/A          N/A        N/A          N/A          N/A          N/A          N/A
                                                ------------------------------------------------------------------------------------

        Fixed charges and preferred and
              preference share dividends:         $211,461   $215,707   $  428,812   $  443,971   $  412,811   $  408,001   $424,733

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

Ratios of earnings to fixed charges and
 preferred and preference share dividends.....        1.88       2.66         2.59         3.81         3.11         2.89       2.27

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

(1) Excludes Interest Paid on Depositor Accounts By Republic Federal Savings &

Loan Association in 1992.


WEYERHAEUSER COMPANY AND SUBSIDIARIES Exhibit 12(e)
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND PREFERENCE SHARE DIVIDENDS (1)
(Dollar Amounts in Thousands)

                                                     TWENTY-SIX
                                                    WEEKS ENDING
                                                ----------------------
                                                  JUNE 29     JUNE 30
                                                   1997        1996        1996         1995         1994         1993        1992
                                                ------------------------------------------------------------------------------------

Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item............    $385,030   $565,048   $1,089,493   $1,672,308   $1,261,542   $1,160,971   $949,371

     Add interest portion of rental expense...      12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                ------------------------------------------------------------------------------------

     Available earnings before extraordinary
      item....................................    $397,628   $574,816   $1,111,516   $1,693,549   $1,281,845   $1,180,690   $968,384

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

Fixed charges and  preferred and
preference share dividends:
     Interest expense incurred:
       Weyerhaeuser Company and subsidiaries
         excluding Weyerhaeuser Real Estate
         Company and Weyerhaeuser Financial
         Services, Inc. and their subsidiaries    $136,342   $134,950   $  269,927   $  267,625   $  233,748   $  211,645   $185,519

       Weyerhaeuser Real Estate Company and
         consolidated subsidiaries............      34,834     33,548       65,402       75,555       78,426       77,646     72,561

       Weyerhaeuser Financial Services, Inc.
         and consolidated subsidiaries........      25,697     35,130       66,516       64,376       76,275       95,309    151,518

                                                ------------------------------------------------------------------------------------

                 Subtotal.....................     196,873    203,628      401,845      407,556      388,449      384,600    409,598

       Less intercompany interest.............        (436)      (644)      (1,707)     (11,654)        (464)        (514)     1,682

                                                ------------------------------------------------------------------------------------

       Total interest expense incurred........     197,309    204,272      403,552      419,210      388,913      385,114    407,916

                                                ------------------------------------------------------------------------------------

     Amortization of debt expense.............       1,554      1,667        3,237        3,520        3,595        3,168      4,129

                                                ------------------------------------------------------------------------------------

     Rental expense:
         Weyerhaeuser Company and consolidated
           subsidiaries.......................      32,865     23,311       50,477       50,938       45,613       41,860     38,500

         Weyerhaeuser Real Estate Company and
           consolidated subsidiaries..........       2,012      1,897        4,020        4,239        5,341        6,718      6,685

         Weyerhaeuser Financial Services, Inc.
           and consolidated subsidiaries......       2,917      4,095       11,573        8,546        9,955       10,580     11,854

                                                ------------------------------------------------------------------------------------

                                                    37,794     29,303       66,070       63,723       60,909       59,158     57,039

                                                ------------------------------------------------------------------------------------

         Interest portion of rental expense...      12,598      9,768       22,023       21,241       20,303       19,719     19,013

                                                ------------------------------------------------------------------------------------

       Preferred and preference share
        dividends of Weyerhaeuser Company
              After-tax basis.................       N/A          N/A        N/A          N/A          N/A          N/A          N/A

                                                ------------------------------------------------------------------------------------

              Pre-tax basis...................       N/A          N/A        N/A          N/A          N/A          N/A          N/A

                                                ------------------------------------------------------------------------------------

        Fixed charges and preferred and
              preference share dividends:         $211,461   $215,707   $  428,812   $  443,971   $  412,811   $  408,001   $431,058

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

Ratios of earnings to fixed charges and
 preferred and preference share dividends.....        1.88       2.66         2.59         3.81         3.11         2.89       2.25

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

(1) Includes Interest Paid on Depositor Accounts By Republic Federal Savings & Loan Association in 1992.


WEYERHAEUSER COMPANY WITH ITS WEYERHAEUSER REAL ESTATE COMPANY AND                                                     Exhibit 12(f)
WEYERHAEUSER FINANCIAL SERVICES, INC. SUBSIDIARIES ACCOUNTED FOR ON THE                                                    26-Sep-97
EQUITY METHOD, BUT EXCLUDING THE UNDISTRIBUTED EARNINGS OF THOSE SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED AND
PREFERENCE SHARE DIVIDENDS
        (Dollar Amounts in Thousands)

                                                        TWENTY-SIX
                                                       WEEKS ENDING
                                                 -------------------------
                                                    JUNE 29       JUNE 30
                                                       1997        1996         1996        1995        1994        1993      1992
                                                 -----------------------------------------------------------------------------------

Available earnings:
     Earnings before interest expense,
      amortization of debt expense, income
      taxes and extraordinary item..............     $334,945    $506,069     $972,405  $1,494,797  $1,120,774  $1,000,087  $740,152

     Add interest portion of rental expense.....       10,955       7,770       16,826      16,979      15,204      13,953    12,833

                                                 -----------------------------------------------------------------------------------

                                                     $345,900    $513,839      989,231   1,511,776   1,135,978   1,014,040   752,985

                                                 -----------------------------------------------------------------------------------

     Deduct undistributed earnings before income
      taxes of Weyerhaeuser Real Estate Company
      and Weyerhaeuser Financial Services, Inc..
      and their subsidiaries:                          55,904      15,750       43,555    (277,247)     17,940      94,763    80,530

                                                 -----------------------------------------------------------------------------------

     Available earnings before extraordinary
      item......................................     $289,996    $498,089     $945,676  $1,789,023  $1,118,038    $919,277  $672,455

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

Fixed charges and preferred and
  preference share dividends:
     Interest expense incurred..................     $136,342    $134,950     $269,927  $  267,625  $  233,748    $211,645  $185,519

     Amortization of debt expense...............        1,554       1,667        3,237       3,520       3,595       3,168     4,129

     Interest portion of rental expense.........       10,955       7,770       16,826      16,979      15,204      13,953    12,833

                                                 -----------------------------------------------------------------------------------

          Fixed charges.........................      148,851     144,387      289,990     288,124     252,547     228,766   202,481

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

     Preferred and preference share
            dividends:
              After-tax basis...................         N/A         N/A          N/A          N/A         N/A         N/A       N/A

                                                 -----------------------------------------------------------------------------------

              Pre-tax basis.....................         N/A         N/A          N/A          N/A         N/A         N/A       N/A

                                                 -----------------------------------------------------------------------------------

        Fixed charges and preferred and
              preference share dividends:            $148,851    $144,387     $289,990  $  288,124  $  252,547    $228,766  $202,481

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

Ratios of earnings to fixed charges and
 preferred and preference share dividends.......         1.95        3.45         3.26        6.21        4.43        4.02      3.32

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




EXHIBIT 13(a)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 29, 1996 or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 1-4825

WEYERHAEUSER COMPANY

A Washington Corporation                    (IRS Employer Identification No
                                               91-0470860)

                           Tacoma, Washington  98477
                           CTelephone (206) 924-2345

Securities registered pursuant to Section 12(b) of the Act:

                                       Name of Each Exchange on
      Title of Each Class                  Which Registered
-------------------------------        -------------------------
Common Shares ($1.25 par value)        Chicago Stock Exchange
                                       New York Stock Exchange
                                       Pacific Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_].

As of February 21, 1997, 198,549,288 shares of the registrant's common stock ($1.25 par value) were outstanding and the aggregate market value of the registrant's voting shares held by non-affiliates was approximately $9,182,904,570.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December 29, 1996 are incorporated by reference into Parts I, II and IV.

Portions of the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement are incorporated by reference into Part III.


Weyerhaeuser Company and Subsidiaries

TABLE OF CONTENTS

PART I                                                                    Page
                                                                          ----
Item 1.   Business                                                          3
Item 2.   Properties                                                        7
Item 3.   Legal Proceedings                                                10
Item 4.   Submission of Matters to a Vote of Security Holders              12

PART II

Item 5.   Market Price of and Dividends on the Registrant's
          Common Equity and Related Stockholder Matters                    13
Item 6.   Selected Financial Data                                          13
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              13
Item 8.   Financial Statements and Supplementary Information               13
Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                              13

PART III

Item 10.  Directors and Executive Officers of the Registrant               14
Item 11.  Executive Compensation                                           14
Item 12.  Security Ownership of Certain Beneficial Owners
          and Management                                                   14
Item 13.  Certain Relationships and Related Transactions                   14


PART IV

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                                              15

          Signatures                                                       16

          Report of Independent Public Accountants on
          Financial Statement Schedules                                    17
          Schedule II   Valuation and Qualifying Accounts                  18

2

Weyerhaeuser Company and Subsidiaries

PART I

Item 1. Business

Weyerhaeuser Company (the company) was incorporated in the state of Washington in January 1900, as Weyerhaeuser Timber Company. It is principally engaged in growing and harvesting of timber and the manufacture, distribution and sale of forest products, real estate development and construction, and financial services. Its principal business segments include timberlands and wood products; pulp, paper and packaging; real estate; and financial services.

Information with respect to the description and general development of the company's business, included on pages 42 through 47, Description of the Business of the Company, contained in the company's 1996 Annual Report to Shareholders, is incorporated herein by reference.

Financial information with respect to industry segments, included in Note 18 of Notes to Financial Statements contained in the company's 1996 Annual Report to Shareholders, is incorporated herein by reference.

Timberlands and Wood Products

The company owns approximately 5.3 million acres of commercial forestland in the United States (61% in the South and 39% in the Pacific Northwest), most of it highly productive and located extremely well to serve both domestic and international markets. The company has, additionally, long-term license arrangements in Canada covering approximately 22.9 million acres (of which 15 million acres are considered to be productive forestland). The combined total timber inventory on these U.S. and Canadian lands is approximately 266 million cunits (a cunit is 100 cubic feet of solid wood), of which approximately 75% is softwood species. The relationship between cubic measurement and the quantity of end products that may be produced from timber varies according to the species, size and quality of timber, and will change through time as the mix of these variables changes. To sustain the timber supply from its fee timberlands, the company is engaged in extensive planting, suppression of nonmerchantable species, precommercial and commercial thinning, fertilization and operational pruning, all of which increase the yield from its fee timberland acreage.

                   Inventory    Thousands of Acres at December 29, 1996
                   ---------  ---------------------------------------------
                    Millions     Fee     Long-term      License
                   of Cunits  Ownership    Leases     Arrangements    Total
                   ---------  ---------  ----------   ------------   -------
Geographic Area

United States
   West                57       2,077         --            --         2,077
   South               35       3,249        229            --         3,478
                      ---       -----        ---        ------        ------
Total United
     States            92       5,326        229            --         5,555
                      ---       -----        ---        ------        ------

Canada
   Alberta             91          --         --         6,704         6,704
   British
    Columbia           10          38         --         3,800         3,838
   Saskatchewan        73          --         --        12,359        12,359
                      ---       -----        ---        ------        ------
Total Canada          174          38         --        22,863        22,901
                      ---       -----        ---        ------        ------

TOTAL                 266       5,364        229        22,863        28,456
                      ===       =====        ===        ======        ======

                                                    Thousands of Acres
                   Thousands of Acres  Millions of -----------------------
                   ------------------   Seedlings  Stocking
                   Harvested  Planted    Planted    Control  Fertilization
                   ---------  -------   ---------- --------  -------------
1996 Activity
West                 38.0        42.6       21.7       4.0          48.4
South                51.9        45.2       25.5        .5         223.1
                     ----        ----       ----       ---         -----
Total United
  States             89.9        87.8       47.2       4.5         271.5
                     ====        ====       ====       ===         =====

3

Weyerhaeuser Company and Subsidiaries

PART I

Item 1. Business - Continued

The company's wood products businesses produce and sell softwood lumber, plywood and veneer; composite panels; oriented strand board; hardwood lumber and plywood; doors; treated products; logs; chips and timber. These products are sold primarily through the company's own sales organizations. Building materials are sold to wholesalers, retailers and industrial users.

Sales volumes by major product class are as follows (millions):

                                       1996      1995      1994      1993      1992
                                      ------    ------    ------    ------    ------
Raw materials - cubic ft.                577      535       564       547       545
Softwood lumber - board ft.            4,745    4,515     4,402     4,230     3,440
Softwood plywood and veneer -
  sq. ft. (3/8")                       2,172    2,324     2,685     2,435     2,227
Composite panels - sq. ft. (3/4")        604      648       660       626       590
Oriented strand board -
  sq. ft. (3/8")                       2,083    1,931     1,803     1,672     1,484
Hardboard - sq. ft. (7/16")              193      201       167       140       133
Hardwood lumber - board ft.              349      293       254       240       218
Engineered wood products -
  lineal ft.                             116      128        71        47        --
Hardwood doors (thousands)               652      648       617       556       514

Selected product prices:

                                            1996      1995      1994      1993      1992
                                           ------    ------    ------    ------    ------
Export logs (#2 sawlog-
 bark on) - $/MBF
  Cascade - Douglas fir                     $1,330   $1,365    $1,168    $1,224     $930
  Coastal - Hemlock                            611      750       804       831      562
  Coastal - Douglas fir                      1,246    1,217     1,085     1,104      858

Lumber (common) - $/MBF
  2x4 Douglas fir (kiln dried)                 422      332       408       418      295
  2x4 Douglas fir (green)                      386      308       364       383      261
  2x4 Southern yellow
   pine (kiln dried)                           422      364       419       397      285
  2x4 Spruce-pine-fir
   (kiln dried)                                351      251       343       334      231

Plywood (1/2" CDX) - $/MSF
  West                                         307      331       334       321      281
  South                                        256      301       298       282      249

Oriented strand board
  (7/16"-24/16) North Central
   price - $/MSF                               184      245       265       236      217

4

Weyerhaeuser Company and Subsidiaries

PART I

Item 1. Business - Continued

Pulp, Paper and Packaging

The company's pulp, paper and packaging businesses include: Pulp, which manufactures chemical wood pulp for world markets; Newsprint, which manufactures newsprint at the company's North Pacific Paper Corporation mill and markets it to West Coast and Japanese newspaper publishers; Paper, which manufactures and markets a range of both coated and uncoated fine papers through paper merchants and printers; Containerboard Packaging, which manufactures linerboard and corrugating medium, which is primarily used in the production of corrugated packaging, and manufactures and markets industrial and agricultural packaging; Paperboard, which manufactures and markets bleached paperboard, used for production of liquid containers, to West Coast and Pacific Rim customers; Recycling, which operates an extensive wastepaper collection system and markets it to company mills and worldwide customers; and Chemicals, which produces chlorine, caustic and tall oil, which are used principally by the company's pulp, paper and packaging operations. In 1993, the Personal Care Products business, which manufactured disposable diapers marketed under the private-label brands of many of North America's largest retailers was sold through an initial public offering of stock.

Sales volumes by major product class are as follows (thousands):

                                   1996      1995      1994      1993      1992
                                  ------    ------    ------    ------    ------
Pulp - air-dry metric tons         1,868     2,060     2,068     1,886     1,238
Newsprint - metric tons              629       663       638       609       575
Paper - tons                       1,007     1,006       998       990       966
Paperboard - tons                    205       230       201       222       238
Containerboard - tons                346       259       254       290       318
Packaging - MSF                   42,323    34,342    34,483    31,386    29,414
Recycling - tons                   2,011     1,467       985       851       778
Personal care products -
  standard cases                      --        --        --        --    17,017

Selected product prices (per ton):

                                          1996    1995   1994   1993   1992
                                          ----    ----   ----   ----   ----
Pulp - NBKP-air-dry metric-U.S.           $579    $883   $566   $445   $551
Paper - uncoated free sheet-U.S.           745     946    617    627    630
Linerboard - 42 lb.-Eastern U.S.           367     505    367    295    343
Newsprint - metric - West Coast U.S.       636     662    460    435    433
OCC                                         53     128     78     27     30
ONP                                         18      99     46     16     13

5

Weyerhaeuser Company and Subsidiaries

PART I

Item 1. Business - Continued

Real Estate

The company, through its real estate subsidiary, Weyerhaeuser Real Estate Company, is engaged primarily in developing single-family housing and residential lots for sale, including the development of master-planned communities. Operations are mainly concentrated in selected metropolitan areas in Southern California, Nevada, Washington, Texas, Maryland and Virginia.

Volumes sold:

                                1996    1995    1994    1993    1992
                               ------  ------  ------  ------  ------
Single-family units (1)        2,773   3,114   3,934   3,879   3,917
Multi-family units (1)           234     117     475   1,141      60
Lots (1)                       2,522   1,628   2,157   1,372   2,762
Commercial space
  (thousand sq. ft.)             569      --     389      88     142

(1) Includes one-half of joint venture sales.

Financial Services

The company, through its financial services subsidiary, Weyerhaeuser Financial Services, Inc., is involved in a range of financial services. The principal operating unit is Weyerhaeuser Mortgage Company, which has origination offices in 19 states, with a servicing portfolio of $4.4 billion involving approximately 46,000 loans throughout the country. Mortgages are resold in the secondary market through mortgage-backed securities to financial institutions and investors. Through its insurance services organization, it also offers a broad line of property, life and disability insurances.

The company has signed an agreement for the sale of its wholly owned subsidiary, Weyerhaeuser Mortgage Company. This sale is expected to close in the second quarter of 1997, subject to regulatory approvals and other contingencies. GNA Corporation, a subsidiary that specialized in the sale of life insurance annuities and mutual funds to the customers of financial institutions, was sold in April 1993. Republic Federal Savings & Loan Association, a subsidiary that operated in Southern California, was dissolved in 1992.

Volume information (millions):

                             1996     1995     1994    1993     1992
                            -------  -------  -------  ------  -------
Loan servicing portfolio    $ 4,354  $10,952  $11,300 $ 8,400  $ 9,800
Single-family
  loan originations           3,436    2,196    2,763   4,405    3,380

6

Weyerhaeuser Company and Subsidiaries

PART I

Item 2. Properties

Timberlands and Wood Products

Facilities and annual production are summarized by major product class as follows (millions):

                                 Production  Number of
                                  Capacity  Facilities   1996   1995    1994   1993   1992
                                 ---------- ----------   ----   ----    ----   ----   ----
Logs - cubic ft.                      --        --        912    914     671    673    749
Softwood lumber - board ft.        3,765        28      3,695  3,419   3,249  3,135  2,782
Softwood plywood and veneer -
  sq. ft. (3/8")                   1,181         7      1,243  1,292   1,249  1,188  1,125
Composite panels
  - sq. ft. (3/4")                   585         5        535    583     594    564    540
Oriented strand
  board  -  sq. ft. (3/8")         2,105         6      1,687  1,654   1,568  1,443  1,234
Hardboard - sq. ft. -(7/16")          --        --         86    124     122    120    118
Hardwood lumber -  board ft.         409        11        333    278     229    221    210
Hardwood doors (thousands)           717         1        646    643     597    522    469

Principal manufacturing facilities are located as follows:

Softwood lumber and plywood           Hardwood lumber
Alabama, Arkansas, Georgia,           Arkansas, Oklahoma, Oregon,
Louisiana, Mississippi,               Pennsylvania, Washington and
North Carolina, Oklahoma, Oregon,     Wisconsin
Washington and Alberta, British
Columbia and Saskatchewan, Canada     Hardwood doors
                                      Wisconsin

Composite panels
Georgia, North Carolina, Oregon
and Wisconsin

Oriented strand board
Michigan, North Carolina, West
Virginia and Alberta, Canada

7

Weyerhaeuser Company and Subsidiaries

PART I

Item 2. Properties - Continued

Pulp, Paper and Packaging

Facilities and annual production are summarized by major product class as follows (thousands):

                                   Production  Number of
                                    Capacity   Facilities    1996      1995      1994      1993      1992
                                    --------   ----------    ----      ----      ----      ----      ----
Pulp - air-dry
  metric tons                        2,145          8        2,004     2,159     2,041     2,096     1,506
Newsprint -  metric tons               700          1          631       687       651       618       588
Paper - tons                         1,076          5        1,034     1,060       982     1,007       971
Paperboard - tons                      220          1          206       229       189       217       229
Containerboard - tons                2,440          4        2,331     2,329     2,357     2,269     2,240
Packaging - MSF                     48,000         45       44,471    36,041    36,020    32,795    31,040
Recycling - tons                        --         40        3,428     2,754     2,042     1,847     1,692
Personal care products -
  standard cases                        --         --           --        --        --        --    16,743

Principal manufacturing facilities are located as follows:

Pulp                                 Containerboard
Georgia, Mississippi, North          North Carolina, Oklahoma and
Carolina, Washington and             Oregon
Alberta, British Columbia and
Saskatchewan, Canada                 Packaging
                                     Arizona, California,
Newsprint                            Connecticut, Florida, Georgia,
Washington                           Hawaii, Illinois, Indiana, Iowa,
                                     Kentucky, Maryland, Michigan,
Paper                                Minnesota, Mississippi,
Mississippi, North Carolina,         Missouri, Nebraska, New Jersey,
Washington, Wisconsin and            New York, North Carolina, Ohio,
Saskatchewan, Canada                 Oregon, Tennessee, Texas,
                                     Virginia, Washington and
Paperboard                           Wisconsin
Washington
                                     Recycling
                                     Arizona, California, Colorado,
                                     Florida, Georgia, Idaho,
                                     Illinois, Indiana, Iowa, Kansas,
                                     Maryland, Minnesota, Nebraska,
                                     North Carolina, Oklahoma,
                                     Oregon, Pennsylvania, Tennessee,
                                     Texas, Utah, Virginia,
                                     Washington, West Virginia and
                                     Alberta and British Columbia,
                                     Canada

                                     Chemicals
                                     Georgia, Mississippi, North
                                     Carolina, Oklahoma, Washington
                                     and Saskatchewan, Canada

8

Weyerhaeuser Company and Subsidiaries

PART I

Item 2. Properties - Continued

Real Estate

The company has six primary facilities that operate in the following product lines and locations:

Single-family housing                Commercial development
California, Maryland, Nevada,        California, Florida, Maryland
Texas, Virginia and Washington       and Washington

Residential land development
Arkansas, California, Florida,
Georgia, Maryland, Nevada, North
Carolina, Texas, Virginia and
Washington

Financial Services

The company has four primary facilities that operate in the following product lines and locations:

Mortgage banking and insurance       Real estate investments
Branches in 19 states with major     Arizona, California, Colorado,
concentrations in California,        Nevada, Oregon and Washington
Hawaii, Nevada and Texas

Mortgage securities
California

9

Weyerhaeuser Company and Subsidiaries

PART I

Item 3. Legal Proceedings

Trial began in May 1992 in a federal income tax refund case that the company filed in July 1989 in the United States Claims Court. The complaint seeks a refund of federal income taxes that the company contends it overpaid in 1977 through 1983. The alleged overpayments are the result of the disallowance of certain timber casualty losses and certain deductions claimed by the company arising from export transactions. The refund sought was approximately $29 million, plus statutory interest from the dates of the alleged overpayments. The company settled the portion of the case relating to export transactions and received a tax refund of approximately $10 million, plus statutory interest. In September 1994, the United States Court of Federal Claims issued an opinion on the casualty loss issues which will result in the allowance of additional tax refunds of approximately $2 million, plus statutory interest. Both the company and the government appealed the decision. On August 2, 1996, the Court of Appeals for the Federal Circuit issued its opinion on the remaining timber casualty loss issues, ruling in favor of the company on both the company's appeal and the government's appeal. The United States Supreme Court denied the government's request for certiorari on January 21, 1997.

On March 6, 1992, the company filed a complaint in the Superior Court for King County, Washington, against a number of insurance companies. The complaint seeks a declaratory judgment that the insurance companies named as defendants are obligated under the terms and conditions of the policies sold by them to the company to defend the company and to pay, on the company's behalf, certain claims asserted against the company. The claims relate to alleged environmental damage to third-party sites and to some of the company's own property to which allegedly toxic material was delivered or on which allegedly toxic material was placed in the past. Since December 1992, the company has agreed to settlements with all but one of the defendants. The remaining defendant provided first layer excess coverage during a three year period. That defendant's liability on groups of sites is being tried in phases. Two trials against the remaining defendant, affecting nine sites, began in October 1994 and February 1996 and resulted in verdicts assigning 100 percent clean-up responsibility to the defendant on three sites, partial responsibility on three others and a finding of no liability as to the remaining three. The trial court has ruled that the primary policy has been exhausted and imposed an obligation on the remaining defendant to provide a defense on one of the sites, a ruling that may be expanded to include other sites. After voluntary dismissal on 6 sites, trial for the remaining 10 sites has been set for June 1997.

The company received from the Lane County, Oregon Regional Air Pollution Control Authority (LRAPA) a draft Notice of Violation which seeks penalties for alleged Prevention of Significant Deterioration (PSD) violations at the company's Springfield, Oregon, particleboard operations. LRAPA informed the company in July 1995 that it will withdraw its draft Notice of Violation (NOV) and will not seek fines or penalties. On September 15, 1995, however, LRAPA issued a revised draft NOV (the Revised Draft NOV), which alleged that the Springfield particleboard facility had violated a condition of its Air Contaminant Discharge Permit. The allegations in the Revised Draft NOV are based upon the same facts and circumstances relied upon by LRAPA in the prior draft NOV. The company has contested LRAPA's issuance of the Revised Draft NOV. On June 8, 1996, the company and LRAPA entered into a Stipulated Final Order (SFO) to resolve all past and ongoing alleged PSD issues, contested matters and alleged violations associated with extended hours of operation at the Springfield particleboard facility. In exchange for a full resolution of all past and ongoing contested matters, the company agreed to pay a total civil penalty of $19.5 thousand, of which $7.5 thousand was paid directly to LRAPA. The remaining $12 thousand civil penalty was suspended. The company also agreed to implement a Supplemental Environmental Project (SEP) consisting of the funding of the preparation of a nitrogen oxides (Nox) emission inventory for Lane County. The emission inventory will be conducted by an outside environmental consultant at a cost not to exceed $40 thousand.

The company conducted a review of its 10 major pulp and paper facilities to evaluate the facilities' compliance with federal PSD regulations. The results of the reviews were disclosed to seven state agencies and the Environmental Protection Agency (EPA) during 1994 and 1995. At the Cosmopolis, Washington, Columbus, Mississippi, and Flint River, Georgia, facilities, the state regulatory agencies agreed with the company's conclusions regarding the status of each facility. For the Cosmopolis facility, the Washington Department of Ecology agreed the changes made at the facility did not require PSD review. For the Columbus and Flint River facilities, the states concluded the original PSD permits issued to the facilities require updating. The company will update emissions data for the Columbus and Flint River facilities as part of the Title V permitting process. No penalties were assessed for the issues identified at Columbus and Flint River. Agreements resolving the alleged PSD issues have been reached with the states of Washington, Oklahoma and North Carolina, as noted below. No issues were identified at the company's Rothschild, Wisconsin, facility. In April 1995, EPA Region X issued a NOV to the company and to North Pacific Paper Corporation (NORPAC), a joint venture in which the company has an 80 percent ownership interest. The NOV addresses alleged PSD violations at NORPAC's Longview, Washington, newsprint manufacturing facility. A settlement resolving alleged PSD issues at the Longview/NORPAC complex was reached with the State of Washington on January 26, 1996. On November 14, 1995, the company entered into a settlement with the State of Oklahoma to resolve alleged PSD violations at the company's Valliant, Oklahoma, containerboard manufacturing facility. The company also entered into Special Orders by Consent with the State of North Carolina to resolve alleged PSD issues at the New Bern, North Carolina, pulp mill and the Plymouth, North Carolina, pulp and paper complex. No decision has been made by the LRAPA concerning alleged PSD and permit violations at the company's Springfield, Oregon, containerboard manufacturing facility.

10

Weyerhaeuser Company and Subsidiaries

PART I

Item 3. Legal Proceedings - Continued

The Washington Department of Ecology investigated the accidental release of chorine, chlorine dioxide and noncondensable gasses in July 1994 at the company's pulp mill in Longview, and issued a $10 thousand penalty for the chlorine release and a $5 thousand penalty for the noncondensable gasses release which have been paid by the company. In June 1995, EPA issued an Administrative Complaint against the company, seeking penalties of $225 thousand and alleging a failure to timely report the chlorine release. The company settled the matter on January 21, 1997, agreeing to pay a penalty of $68 thousand and to perform supplemental environmental projects in the amount of $110 thousand. On September 25, 1996, the company learned that the EPA has commenced a preliminary criminal investigation of the incident, and in late November learned that the investigation had been discontinued.

The Washington Department of Ecology issued a $10 thousand penalty to the company because of three accidental chlorine releases which occurred at the company's pulp mill in Longview on March 18, 1996, which has been paid. The EPA is also investigating.

The Washington Department of Ecology has issued a notice of violation because of an accidental spill of an estimated 8,700 gallons of crude sulfate turpentine on January 27, 1997, at the company's pulp and paper operations in Longview. The EPA is also investigating.

On April 9, 1993, the company entered into a SFO with the Oregon Department of Environmental Quality (DEQ) for alleged air emissions in excess of permit levels and PSD noncompliance at the company's North Bend, Oregon, containerboard facility. The SFO established a compliance schedule for installing control technology. A Supplemental SFO assessed a $247 thousand initial penalty and a $500 per day stipulated penalty until compliance was demonstrated. On November 15, 1995, DEQ issued a letter, indicating that the company had satisfied the requirements of the SFO and Supplemental SFO. No further penalties were assessed against the company. Termination of the SFO will occur after issuance of the federal air operating permit to the North Bend containerboard facility. The North Bend containerboard facility received its federal air operating permit on July 1, 1996.

On June 20, 1996, the Wisconsin Department of Natural Resources (WDNR) issued a NOV for alleged air violations at the Marshfield, Wisconsin, wood products manufacturing facility. No penalty was assessed in the NOV. Since the WDNR lacks an administrative mechanism to assess penalties for alleged regulatory non- compliance, it referred the NOV to the Wisconsin Department of Justice for enforcement action on July 2, 1996. The Wisconsin Department of Justice has accepted the referral.

On October 2, 1996, the WDNR conducted an inspection of a building demolition project at the company's Marshfield, Wisconsin facility. The WDNR noted several potential non-compliance issues in the work performed by the asbestos abatement subcontractor retained for the project. Upon learning of the issues observed by WDNR, the company removed the asbestos abatement subcontractor from the plantsite. The WDNR and EPA Region V are reviewing the work performed to evaluate whether an enforcement action should be brought against the asbestos abatement subcontractor, the general contractor, and/or the company.

On November 2, 1992, an action was filed against the company in the Circuit Court for the First Judicial District of Hinds County, Mississippi, on behalf of a purported class of riparian property owners in Mississippi and Alabama whose properties are located on the Tennessee Tombigbee Waterway, Aliceville Lake, Cedar Creek and the Magoway Creek. The complaint seeks $1 billion in compensatory and punitive damages for diminution in property value, personal injuries and mental anguish allegedly resulting from the discharge of purported hazardous substances, including dioxins and furans, by the company's pulp and paper mill in Columbus, Mississippi, and the alleged fraudulent concealments of such discharge. The complaint also seeks an injunction prohibiting future releases and the removal of hazardous substances allegedly released in the past. On August 20, 1993, a companion action was filed in Greene County, Alabama, on behalf of a similar purported class of riparian owners with essentially the same claims as the Mississippi case. By order dated April 5, 1995, venue of the Alabama action was transferred to Sumter County, Alabama. On January 20, 1995, the court in the Alabama action certified a class of all persons who, as of the date the action commenced, were riparian owners, lessees and licensees of properties located on the Tennessee Tombigbee Waterway in Greene, Sumter, Pickens and Marengo counties, Alabama, and Lowndes and Noxubee counties, Mississippi, to determine whether the company is liable to the members of the class for compensatory and/or punitive damages and to determine the amount of punitive damages, if any, to be awarded to the class as a whole. By order dated April 12, 1995, as orally amended on February 1, 1996, the geographical boundaries of the class were amended to run from below the Columbus mill's wastewater discharge pipe to just above the confluence of the Black Warrior River and the Tennessee Tombigbee Waterway. The class is estimated to range from approximately 1,000 to 1,500 members. In late July, 1996, the company reached an agreement to settle both the Mississippi action and the Alabama action for $2.5 million. The agreement is subject to the approval of the court in the Alabama action.

11

Weyerhaeuser Company and Subsidiaries

PART I

Item 3. Legal Proceedings - Continued

In November 1996, an action was filed against the company in Superior Court for King County, Washington, on behalf of a purported class of all individuals and entities that own property in the United States on which exterior hardboard siding manufactured by the company has been installed since 1980. The action alleges the company has manufactured and distributed defective hardboard siding and has breached express warranties and consumer protection statutes in its sale of hardboard siding. The action seeks compensatory damages, including prejudgment interest, and seeks damages for the cost of replacing siding that rots subsequent to the entry of any judgment. In January 1997, an action was filed, also in Superior Court for King County, Washington, on behalf of a purported class of all individuals, proprietorships, partnerships, corporations, and other business entities in the United States on whose homes, condominiums, apartment complexes or commercial buildings hardboard siding manufactured by the company has been installed. The action alleges the company has breached express and implied warranties in its sale of hardboard siding and also has violated the Consumer Protection Act of the State of Washington. The action seeks damages, prejudgment interest, costs and reasonable attorney fees. The company is a defendant in approximately fifteen other hardboard siding cases, one of which purports to be a class action on behalf of purchasers of single- or multi-family residences in Nebraska that contain the company's hardboard siding.

The company is also a party to various proceedings relating to the clean-up of hazardous waste sites under the Comprehensive Environmental Response Compensation and Liability Act, commonly known as "Superfund," and similar state laws. The EPA and/or various state agencies have notified the company that it may be a potentially responsible party with respect to other hazardous waste sites as to which no proceedings have been instituted against the company. The company is also a party to other legal proceedings generally incidental to its business. Although the final outcome of any legal proceeding is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that any ultimate outcome resulting from the legal proceedings discussed herein, or all of them combined, would not have a material effect on the company's current financial position, liquidity or results of operations; however, in any given future reporting period, such legal proceedings could have a material effect on results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 29, 1996.

12

Weyerhaeuser Company and Subsidiaries

PART II

Item 5. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters

Information with respect to market information, stockholders and dividends included in Notes 19 and 20 of Notes to Financial Statements in the company's 1996 Annual Report to Shareholders, is incorporated herein by reference.

Item 6. Selected Financial Data

Information with respect to selected financial data included in Note 20 of Notes to Financial Statements in the company's 1996 Annual Report to Shareholders, is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

On February 24, 1997, the company announced that it expects to take an after-tax charge of approximately $25 million, or 12 cents per common share, against earnings in the 1997 first quarter. This charge will reflect the impact of closure, consolidation or disposal of recycling facilities; the permanent closure of its corrugated medium machine at Longview, Washington; the anticipated sale of its wholly-owned subsidiary, Shemin Nurseries, Inc., a wholesale nursery business based in Danbury, Connecticut; and interest income from the favorable federal income tax decision relating to casualty losses associated with the eruption of Mount St. Helens in 1980.

The company also expects to close the sale of its wholly-owned subsidiary, Weyerhaeuser Mortgage Company, in the second quarter of 1997, although it is subject to regulatory approvals and other contingencies. If this transaction closes as presently anticipated, the company expects it to have a material favorable effect on operating results and cash flow in the quarter in which it closes.

Additional information with respect to Management's Discussion and Analysis included on pages 1, 8-9, 12-13, 18-19, 24-25, 28-29, 34-35 and 40-52; contained in the company's 1996 Annual Report to Shareholders, is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Information

Financial statements and supplementary information, contained in the company's 1996 Annual Report to Shareholders are incorporated herein by reference:

                                                     Page(s) in
                                                    Annual Report
                                                          to
                                                    Shareholders
                                                    ------------
Report of Independent Public Accountants                   52
Consolidated Statement of Earnings                         53
Consolidated Balance Sheet                              54-55
Consolidated Statement of Cash Flows                    56-57
Consolidated Statement of Shareholders' Interest           58
Notes to Financial Statements                           59-77
Selected Quarterly Financial Information (Unaudited)       75

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

13

Weyerhaeuser Company and Subsidiaries

PART III

Item 10. Directors and Executive Officers of the Registrant

Information with respect to Directors of the company included on pages 1 through 4 of the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement dated March 3, 1997 is incorporated herein by reference.

The executive officers of the company are as follows:

     Name                   Title                 Age
     ----                   -----                 ---
William R. Corbin      Executive Vice President    55
John W. Creighton, Jr. President                   64
Richard C. Gozon       Executive Vice President    58
Steven R. Hill         Senior Vice President       49
Mack L. Hogans         Senior Vice President       48
Norman E. Johnson      Senior Vice President       63
Thomas M. Luthy        Senior Vice President       59
William C. Stivers     Senior Vice President       58

Item 11. Executive Compensation

Information with respect to executive compensation included on pages 5 through 13 of the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement dated March 3, 1997 is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information with respect to security ownership of certain beneficial owners and management included on pages 4 and 5 of the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement dated March 3, 1997 is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Information with respect to certain relationships and related transactions included on page 17 of the Notice of 1997 Annual Meeting of Shareholders and Proxy Statement dated March 3, 1997 is incorporated herein by reference.

14

Weyerhaeuser Company and Subsidiaries

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Financial Statements

The consolidated financial statements of the company, together with the report of independent public accountants, contained in the company's 1996 Annual Report to Shareholders, are incorporated in Part II, Item 8 of this Form 10-K by reference.

                                                        Page Number(s)
Financial Statement Schedules                            in Form 10-K
-----------------------------                           --------------

Report of Independent Public Accountants on Financial
  Statement Schedules                                          17

Schedule II - Valuation and Qualifying Accounts                18

All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements, or the notes thereto, contained in the company's 1996 Annual Report to Shareholders and incorporated herein by reference.

Exhibits:

3 - Articles of Incorporation and Bylaws
10 - Material Contracts
(a) Agreement with N. E. Johnson
(b) Agreement with W. R. Corbin
(c) Agreement with R. C. Gozon
11 - Statement Re: Computation of Per Share Earnings (incorporated by reference to Note 1 of the 1996 Weyerhaeuser Company Annual Report to Shareholders)
13 - Portions of the 1996 Weyerhaeuser Company Annual Report to Shareholders specifically incorporated by reference herein
22 - Subsidiaries of the Registrant
23 - Consent of Independent Public Accountants
27 - Financial Data Schedules

Reports on Form 8-K

The registrant filed reports on Form 8-K dated February 14, April 24, July 17, July 26 and October 15, 1996, and January 22 and February 25, 1997, respectively, reporting information under Item 5, Other Events.

15

Weyerhaeuser Company and Subsidiaries

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 14, 1997.

Weyerhaeuser Company

/s/  John W. Creighton, Jr.
------------------------------
John W. Creighton, Jr.
President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 14, 1997.

/s/ John W. Creighton, Jr.                  /s/ P. M. Hawley
--------------------------------            ---------------------------
John W. Creighton, Jr.                      Philip M. Hawley
President, Principal Executive              Director
Officer and Director


/s/ George H. Weyerhaeuser                  /s/ Martha R. Ingram
--------------------------------            ---------------------------
George H. Weyerhaeuser                      Martha R. Ingram
Chairman of the Board and                   Director
Director


/s/ William C. Stivers                      /s/ John Kieckhefer
--------------------------------            ----------------------------
William C. Stivers                          John I. Kieckhefer Director
Principal Financial Officer


/s/ Kenneth J. Stancato                     /s/ William D. Ruckelshaus
--------------------------------            ----------------------------
Kenneth J. Stancato                         William D. Ruckelshaus
Principal Accounting Officer                Director


/s/ William Clapp                           /s/ Richard H. Sinkfield
--------------------------------            ----------------------------
William H. Clapp                            Richard H. Sinkfield
Director                                    Director


/s/ W. John Driscoll
--------------------------------
W. John Driscoll
Director

16

Weyerhaeuser Company and Subsidiaries

FINANCIAL STATEMENT SCHEDULES

Report of Independent Public Accountants on Financial Statement Schedules

To Weyerhaeuser Company:

We have audited in accordance with generally accepted auditing standards, the financial statements included in Weyerhaeuser Company's annual report to shareholders incorporated by reference in this Form 10-K, and have issued our report thereon dated February 6, 1997. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed on page 15 is the responsibility of the company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Seattle, Washington,
February 6, 1997

17

Weyerhaeuser Company and Subsidiaries

FINANCIAL STATEMENT SCHEDULES

Schedule II - Valuation and Qualifying Accounts For the three years ended December 29, 1996 Dollar amounts in millions

                          Balance at            Deductions  Balance at
                          Beginning    Charged     from       End of
Description               of Period   to Income   Reserve     Period
-----------               ----------  --------- ----------  ----------
Weyerhaeuser

Reserve deducted from
 related asset accounts:
Doubtful accounts -
 Accounts receivable
   1996                      $  9        $  4      $  6        $  7
                             ====        ====      ====        ====
   1995                      $ 10        $  2      $  3        $  9
                             ====        ====      ====        ====
   1994                      $ 10        $  4      $  4        $ 10
                             ====        ====      ====        ====

Real Estate and
 Financial Services

Reserves and allowances
 deducted from related
 asset accounts:
Receivables
   1996                      $  7        $  3      $  1        $  9
                             ====        ====      ====        ====
   1995                      $  4        $  1      $ (2)(1)    $  7
                             ====        ====      ====        ====
   1994                      $  7        $  1      $  4        $  4
                             ====        ====      ====        ====

Mortgage loans receivable
   1996                      $  2        $ --      $ (5)(2)    $  7
                             ====        ====      ====        ====
   1995                      $  8        $ --      $  6        $  2
                             ====        ====      ====        ====
   1994                      $  4        $  4      $ --        $  8
                             ====        ====      ====        ====

Investment in and
 advances to joint
 ventures and
 limited partnerships
   1996                      $ 38        $ --      $ 11        $ 27
                             ====        ====      ====        ====
   1995                      $ 49        $ --      $ 11        $ 38
                             ====        ====      ====        ====
   1994                      $ 57        $  2      $ 10        $ 49
                             ====        ====      ====        ====

(1) Includes allowances transferred in on partnership notes that were consolidated.
(2) Includes allowances transferred in from other liabilities.

18

Weyerhaeuser Company and Subsidiaries

Exhibit 22 Subsidiaries of the Registrant

                                                           Percentage
                                             State or     Ownership of
                                            Country of      Immediate
               Name                       Incorporation      Parent
               ----                       -------------   ------------
Colonvade S.A.                             Uruguay            100%
Columbia & Cowlitz Railway Company         Washington         100
DeQueen and Eastern Railroad Company       Arkansas           100
Fisher Lumber Company                      California         100
Golden Triangle Railroad                   Mississippi        100
Green Arrow Motor Express Company          Delaware           100
Gryphon Asset Management, Inc.             Delaware           100
J.H. Hamlen & Son, Inc.                    Arkansas           100
Mississippi & Skuna Valley
 Railroad Company                          Mississippi        100
Mountain Tree Farm Company                 Washington          50
North Pacific Paper Corporation            Delaware            80
 NORPAC Sales Corporation                  Guam               100
Pacific Veneer, Ltd.                       Washington          90
SCA Weyerhaeuser Packaging Holding         British Virgin
 Company Asia Limited                       Islands            50
Shemin Nurseries, Inc.                     Delaware           100
Texas, Oklahoma & Eastern
 Railroad Company                          Oklahoma           100
United Structures, Inc.                    California         100
Westwood Shipping Lines, Inc.              Washington         100
Weycomp Claims Management Service, Inc.    Texas              100
Weyerhaeuser Construction Company          Washington         100
Weyerhaeuser Financial Services, Inc.      Delaware           100
 CMO Finance Corp.                         Nevada             100
 MJ Finance Corporation                    California         100
 Mortgage Securities III Corporation       Nevada             100
 Mortgage Securities IV Corporation        Nevada             100
 R4 Participant Corporation                Nevada             100
 ver Bes' Insurance Company                Vermont            100
 de Bes' Insurance Ltd.                    Bermuda            100
 Weyerhaeuser Financial Investments, Inc.  Nevada             100
  Abfall Finance Corp.                     California         100
  Brookview, Inc.                          Nevada             100
  The Giddings Mortgage Investment Company California         100
  Gudig Abfall, Inc.                       California         100
  Kachura Finance Corp.                    California         100
  Laurel Real Estate Development, Inc.     California         100
  McGNT Finance Corp.                      California         100
  Pass-Through Finance Corp.               California         100
  RFS Development Corporation              California         100
  RFS Finance Corp.                        California         100
  RFS Insurance Agency                     California         100
  RFS Service Corporation                  California         100

19

Weyerhaeuser Company and Subsidiaries

Exhibit 22 Subsidiaries of the Registrant - Continued

                                                           Percentage
                                             State or     Ownership of
                                            Country of      Immediate
               Name                       Incorporation      Parent
               ----                       -------------   ------------
  R. J. Plaza II, Inc.                     Nevada             100%
  Trimark Development Company              California         100
   Trimark Realty Advisors, Inc.           California         100
  Weyerhaeuser Properties, Inc.            Nevada             100
  Woodland Hills Properties-W., Inc.       Nevada             100
   Monthill, Inc.                          California         100
   Placer Business Center, Inc.            California         100
   Terman Properties, Inc.                 California         100
  WVC II, Inc.                             Nevada             100
 Weyerhaeuser Mortgage Company             California         100
  Mason-McDuffie Mortgage Corporation      Delaware           100
  Mason-McDuffie Service Corporation       California         100
  Southwest Partners, Inc.                 California         100
  Westwood Associates                      California         100
  Westwood Insurance Agency                California         100
  Westwood Insurance Agency of
   Arizona, Inc.                           Arizona            100
  WMC Mortgage Co. International           California         100
  WMC Finance Corp. I                      California         100
 Weyerhaeuser Venture Company              Nevada             100
  Las Positas Land Co.                     California         100
  WAMCO, Inc.                              Nevada             100
  Weyerhaeuser Realty Investors, Inc.      Washington         100
Weyerhaeuser Forestlands
 International, Inc.                       Washington         100
Weyerhaeuser International, Inc.           Washington         100
 Weyerhaeuser Canada Ltd.                  Canada             100
  Saskatoon Chemicals Ltd.                 Canada             100
  Weyerhaeuser Saskatchewan Ltd.           Canada             100
 Weyerhaeuser China, Ltd.                  Washington         100
 Weyerhaeuser GMBH                         Germany            100
 Weyerhaeuser (Asia) Limited               Hong Kong          100
 Weyerhaeuser Italia, S.r.l.               Italy              100
 Weyerhaeuser Japan Ltd.                   Japan & Delaware   100
 Weyerhaeuser Korea Ltd.                   Korea              100
 Weyerhaeuser, S.A.                        Panama             100
 Weyerhaeuser Taiwan Ltd.                  Delaware           100
Weyerhaeuser International Sales Corp.     Guam               100
Weyerhaeuser (Mexico) Inc.                 Washington         100
Weyerhaeuser Midwest, Inc.                 Washington         100
Weyerhaeuser Overseas Finance Co.          Delaware           100
Weyerhaeuser Real Estate Company           Washington         100
 Centennial Homes, Inc.                    Texas              100
 Midway Properties, Inc.                   North Carolina     100

20

Weyerhaeuser Company and Subsidiaries

Exhibit 22 Subsidiaries of the Registrant - Continued

                                                           Percentage
                                             State or     Ownership of
                                            Country of      Immediate
               Name                       Incorporation      Parent
               ----                       -------------   ------------
 Pardee Construction Company               California         100%
  Marmont Realty Company                   California         100
  Pardee Construction Company of Nevada    Nevada             100
  Pardee Investment Company                California         100
  Parvada, Inc.                            Nevada             100
 The Quadrant Corporation                  Washington         100
  Quadrant Real Estate Services, Inc.      Washington         100
 South Jersey Assets, Inc.                 New Jersey         100
 Scarborough Constructors, Inc.            Florida            100
 Silverthorn Country Club, Inc.            Florida            100
 TMI, Inc.                                 Texas              100
 Weyerhaeuser Real Estate
  Company of Nevada                        Nevada             100
 Winchester Homes, Inc.                    Delaware           100
 SC-WHI, Inc.                              Delaware           100
The Wray Company                           Arizona            100

21

Weyerhaeuser Company and Subsidiaries

Exhibit 23 Consent of Independent Public Accountants

As independent public accountants, we hereby consent to the incorporation of our reports included and incorporated by reference in this Form 10-K, into Weyerhaeuser Company's previously filed Registration Statement No. 33-52789 on Form S-3 and Nos. 33-60527, 33-60529, 33-60521, 33-60525, 33-25928, 33-24979, 33-47392, 33-10165, 33-41414, 2-88109, 2-27929, 2-58498, 2-81463 and 333-01565 on Form S-8.

ARTHUR ANDERSEN LLP

Seattle, Washington,
March 14, 1997

22

HIGHLIGHTS

--------------------------------------------------------------------
Dollar amounts in millions except per-share figures   1996     1995
--------------------------------------------------------------------
Net sales and revenues                              $11,114  $11,788
--------------------------------------------------------------------
Net earnings before special charge                      463      983
Less: special charge(1)                                  --      184
--------------------------------------------------------------------
Net earnings                                            463      799
--------------------------------------------------------------------
Cash flow from operations,
 before working capital changes                       1,262    1,856
Capital expenditures (excluding acquisitions)           879      996
Total assets                                         13,596   13,253
Shareholders' interest                                4,604    4,486
--------------------------------------------------------------------

                                                      1995
----------------------------------------------------------------------------
                                              Before
                                              Special  (1)Special
                                    1996      Charge     Charge         Net
----------------------------------------------------------------------------
Net earnings per
 common share:
 First quarter                   $  .72       $ 1.00                  $ 1.00
 Second quarter                     .52         1.21                    1.21
 Third quarter                      .60         1.37        (.90)        .47
 Fourth quarter                     .50         1.25                    1.25
----------------------------------------------------------------------------
                                 $ 2.34       $ 4.83       $(.90)     $ 3.93
============================================================================

(1) The after-tax charge of $184 million ($290 million less income taxes of $106 million) taken in 1995 is a result of: (a) the company's decision to accelerate the disposition of some of the affected assets and (b) the implementation of Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which required the company to change its method of valuing long-lived assets.

-----------------------------------------------------------------------
Market prices - high/low                1996                1995
-----------------------------------------------------------------------
First quarter                     $49 1/2 - 39 15/16  $42 5/8 - 36 7/8
Second quarter                     49 7/8 - 41 3/4     47 3/8 - 37 1/2
Third quarter                      48 1/4 - 39 1/2     50 3/8 - 44 3/4
Fourth quarter                     48 1/8 - 43 7/8         48 - 40 7/8
-----------------------------------------------------------------------
Year                              $49 7/8 - 39 1/2    $50 3/8 - 36 7/8
-----------------------------------------------------------------------

The consolidated financial statements include: (1) Weyerhaeuser Company (Weyerhaeuser), which is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, and (2) real estate and financial services including Weyerhaeuser Real Estate Company, which is involved in real estate development and construction, and Weyerhaeuser Financial Services, Inc., whose principal subsidiary is Weyerhaeuser Mortgage Company.

1

PULP, PAPER AND PACKAGING STATISTICAL DATA

----------------------------------------------------------------------
NET SALES                    1996     1995     1994     1993     1992
----------------------------------------------------------------------
(Millions of dollars)
Pulp                      $   954  $ 1,616  $ 1,012  $   823  $   711
Newsprint                     451      508      356      322      326
Paper                         803    1,001      664      648      673
Paperboard and
 containerboard               281      325      240      255      321
Packaging                   1,921    1,863    1,495    1,302    1,323
Recycling                     140      266      121       77       93
Chemicals                      63       63       45       32       31
Personal care products         --       --       --       --      514
Miscellaneous products         35       40      133      120      117
----------------------------------------------------------------------
                          $ 4,648  $ 5,682  $ 4,066  $ 3,579  $ 4,109
======================================================================

----------------------------------------------------------------------
SALES VOLUMES                1996     1995     1994     1993     1992
----------------------------------------------------------------------
(Thousands)
Pulp -- air-dry
 metric tons                1,868    2,060    2,068    1,886    1,238
Newsprint -- metric tons      629      663      638      609      575
Paper -- tons               1,007    1,006      998      990      966
Paperboard -- tons            205      230      201      222      238
Containerboard -- tons        346      259      254      290      318
Packaging -- MSF           42,323   34,342   34,483   31,386   29,414
Recycling -- tons           2,011    1,467      985      851      778
Personal care products
 -- standard cases             --       --       --       --   17,017
----------------------------------------------------------------------

---------------------------------------------------------------------------
ANNUAL PRODUCTION         CAPACITY    1996    1995    1994    1993    1992
---------------------------------------------------------------------------
(Thousands)
Pulp -- air-dry
 metric tons                 2,145   2,004   2,159   2,041   2,096   1,506
Newsprint -- metric tons       700     631     687     651     618     588
Paper -- tons                1,076   1,034   1,060     982   1,007     971
Paperboard -- tons             220     206     229     189     217     229
Containerboard -- tons       2,440   2,331   2,329   2,357   2,269   2,240
Packaging -- MSF            48,000  44,471  36,041  36,020  32,795  31,040
Recycling -- tons               --   3,428   2,754   2,042   1,847   1,692
Personal care products --
 standard cases                 --      --      --      --      --  16,743
---------------------------------------------------------------------------

---------------------------------------------------------------------------
PRINCIPAL MANUFACTURING FACILITIES
---------------------------------------------------------------------------
Pulp                                                                   8
---------------------------------------------------------------------------
Newsprint                                                              1
---------------------------------------------------------------------------
Paper                                                                  5
---------------------------------------------------------------------------
Paperboard                                                             1
---------------------------------------------------------------------------
Containerboard                                                         4
---------------------------------------------------------------------------
Packaging                                                             45
---------------------------------------------------------------------------
Recycling                                                             40
---------------------------------------------------------------------------
Chemicals                                                              7
---------------------------------------------------------------------------

8

TIMBERLANDS AND WOOD PRODUCTS STATISTICAL DATA

--------------------------------------------------------------------------
NET SALES                                1996   1995   1994   1993   1992
--------------------------------------------------------------------------
(Millions of dollars)
Raw materials (logs, chips and timber) $1,066 $1,102 $1,091 $1,021 $  872
Softwood lumber                         1,988  1,648  1,880  1,704  1,138
Softwood plywood and veneer               519    591    636    567    498
Oriented strand board, composite and
  other panel products                    667    752    750    623    495
Hardwood lumber                           235    193    175    154    127
Engineered wood products                  233    207    157    100     --
Miscellaneous products                    532    438    303    299    287
--------------------------------------------------------------------------
                                       $5,240 $4,931 $4,992 $4,468 $3,417
==========================================================================

--------------------------------------------------------------------------
SALES VOLUMES                            1996   1995   1994   1993   1992
--------------------------------------------------------------------------
(Millions)
Raw materials -- cubic feet               577    535    564    547    545
Softwood lumber -- board feet           4,745  4,515  4,402  4,230  3,440
Softwood plywood and veneer --
 square feet (3/8")                     2,172  2,324  2,685  2,435  2,227
Composite panels -- square feet (3/4")    604    648    660    626    590
Oriented strand board --
 square feet (3/8")                     2,083  1,931  1,803  1,672  1,484
Hardboard -- square feet (7/16")          193    201    167    140    133
Hardwood lumber -- board feet             349    293    254    240    218
Engineered wood products -- lineal feet   116    128     71     47     --
Hardwood doors (thousands)                652    648    617    556    514
--------------------------------------------------------------------------

--------------------------------------------------------------------------
ANNUAL PRODUCTION             CAPACITY   1996   1995   1994   1993   1992
--------------------------------------------------------------------------
(Millions)
Logs -- cubic feet                  --    912    914    671    673    749
Softwood lumber -- board feet    3,765  3,695  3,419  3,249  3,135  2,782
Softwood plywood and veneer
 -- square feet (3/8")           1,181  1,243  1,292  1,249  1,188  1,125
Composite panels --
  square feet (3/4")               585    535    583    594    564    540
Oriented strand board
 -- square feet (3/8")           2,105  1,687  1,654  1,568  1,443  1,234
Hardboard -- square feet (7/16")    --     86    124    122    120    118
Hardwood lumber  -- board feet     409    333    278    229    221    210
Hardwood doors (thousands)         717    646    643    597    522    469
--------------------------------------------------------------------------

--------------------------------------------------------------------------
PRINCIPAL MANUFACTURING FACILITIES
--------------------------------------------------------------------------
Softwood lumber, plywood and veneer                                   35
--------------------------------------------------------------------------
Composite panels                                                       5
--------------------------------------------------------------------------
Oriented strand board                                                  6
--------------------------------------------------------------------------
Hardwood lumber                                                       11
--------------------------------------------------------------------------
Hardwood doors                                                         1
--------------------------------------------------------------------------

9

PULP, PAPER AND PACKAGING

After a prolonged downturn through the early 1990s, the 18-month rebound in pulp and paper prices in 1994 and 1995 came as a welcome but short-lived respite. Prices across all products and grades tumbled in 1996, producing earnings for the Pulp, Paper and Packaging sector of $307 million compared with $1.2 billion in 1995. Net sales were $4.6 billion compared with $5.7 billion last year.

--------------------------------
Pulp, Paper, Packaging Earnings
(millions of dollars)
1996                      $307
1995                    $1,181
1994                      $211
1993                       $61
1992                      $251
-------------------------------

Despite the challenge of this recent cycle, 1996 has been a rewarding year as the sector focused on fundamentals, effectively making the most of a down market by building a stronger foundation for long-term growth. This foundation includes gains in asset utilization, improvements in product mix and innovation, and continued discipline in capital spending.

As a result of this focused strategy, mills further improved operating efficiency and customer relationships. Unscheduled downtime to adjust an inventory buildup in late 1995 and 1996 prevented the sector from fully realizing the benefit of these improvements, but they are firmly in place. As inventories and markets adjust, operations should reap further benefits in operating efficiency and work-systems improvements, leading to increased return on capital.

The sector continued a disciplined approach to capital spending in 1996. With major modernizations completed, our assets are well positioned to compete into the next century. As a result, spending to sustain and improve assets totaled

12

$415 million, just two-thirds of the average annual capital allocation over the past three years. In the next four years, we plan to push down capital spending even further, to an annual average of $400 million, exclusive of any acquisitions or major expansion opportunities. Sector capital outlay in 1997 is projected to be at the lowest level in 10 years, approximately equal to depreciation.


Pulp, Paper, Packaging Capital Spending*
(millions of dollars)

1997 Estimated                    $400
1996                              $415
1995                              $501
1994                              $794
1993                              $652

*Excludes acquisitions
----------------------------------------------------

Looking to the future, sector growth is expected to come primarily through strategic acquisitions and expanded business partnerships. Operations will continue to focus on the basics: improving process reliability, asset utilization and work systems; and achieving outstanding customer satisfaction. These initiatives, coupled with continued improvement in product mix and disciplined capital spending, will continue to lift the Pulp, Paper and Packaging businesses nearer to the top of their peer groups.

The Containerboard Packaging business has grown to become the largest domestic producer of corrugated packaging, increasing volume from 2.4 million tons in 1995 to 2.9 million tons in 1996. High asset utilization of existing and modernized facilities and complete integration of the nine Westvaco packaging plants purchased in 1995 contributed to the higher volumes. Nationwide, the business is shipping 40 percent more product per packaging plant than the industry average. The containerboard mill system benefited from a record start- up of the No. 2 paper machine in August at the joint venture Cedar River

13

Paper Company. An alliance with SCA Packaging Europe BV resulted in a unique joint venture, SCA Weyerhaeuser Packaging Holding Company Asia Limited, that will pursue opportunities to manufacture and supply high-quality packaging to the fast-growing economies of Asia.

The Newsprint business attained its second-best year ever. Improved operating efficiency at the North Pacific Paper Corporation (NORPAC) joint venture with Nippon Paper Industries Co., Ltd., of Japan resulted in solid profitability despite declining domestic prices. NORPAC successfully completed a major upgrade of the No. 2 paper machine and its de-inked pulp facility to better capture market opportunities. Operating improvements to the No. 1 and No. 3 machines - resulting in increased uptime, reduced waste and running at target rates - netted a 2 percent gain in productivity and lowered costs. Weyerhaeuser's balance between the North American and Japanese markets paid off during the cycle as the U.S. market struggled and the Japanese market grew by 4 percent. Nearly 100 pressroom visits by NORPAC employees in both the United States and Japan deepened operator knowledge of customer needs and demonstrated the business's commitment to customer service.

Fine paper prices plunged to early 1990s levels, yet the Fine Paper business delivered its third-highest profit in the business's history. These significant results are due to employee involvement, process reliability, strong customer relationships and improved product mix. Growth has been led by non-capital investments in improved work systems as team-led efforts in marketing, product development and manufacturing helped create new products with higher margins. Current value-added office and printing products, such as First Choice TM, Cougar TM

18

and Lynx TM, are reducing the cyclical nature of the Fine Paper business and capturing higher returns on assets. New products introduced in 1996, including several aimed at the small-and home-office markets, are strengthening the basis for value-added product lines. Two independent customer satisfaction surveys in 1996 ranked the Fine Paper business first overall. Strengths are knowledgeable employees, fast and accurate responses to customer inquiries, quality of products, on-time deliveries, and strategic use of electronic commerce.

World pulp markets experienced extreme volatility in both price and volume. An inventory buildup through 1995 coupled with a recession in Europe, which accounts for 40 percent of market demand, triggered a price collapse of 50 percent in less than six months. Weyerhaeuser sales were somewhat less volatile than others in the industry because of our strategy to focus on more stable grades, particularly fluff and northern softwood papergrade, and strong long- term customer relationships. The Pulp business continued to increase the sale of specialty fluff pulps, bringing specialty products to about 25 percent of total fluff pulp sales by year-end. Created for specific markets and tailored to customer specifications, these new products add greater stability and higher margins to the product mix.

The Recycling business stepped up to the challenge of supplying increased volumes of wastepaper used by internal containerboard mills. It did so during a volatile market, with prices dipping to 1993 levels. Recycling continues to be an important business at Weyerhaeuser. Volumes in 1996 increased nearly 40 percent, from 2.8 million tons to

19

3.4 million tons. 1997 will be a year in which we pause from the rapid growth of recent years and examine the effectiveness of our nationwide system to meet the needs of internal and external customers in an increasingly competitive marketplace.

Westwood Shipping provides product transportation timed to meet customer needs and to ensure product quality. Lower pulp shipments in 1996 were offset in part by strong newsprint and lumber orders to Japan. With no noticeable impact on customers, Westwood centralized its North American service organization in 1996. Operating units were reduced from five to two, supported by a new computer system.

In 1996, the Pulp, Paper and Packaging sector effectively broadened its base of manufacturing excellence, marketing innovation and customer service. Building on this foundation will lift the sector to its highest goal: to lead the industry in the creation of shareholder value.

24

TIMBERLANDS AND WOOD PRODUCTS

Timberlands and Wood Products businesses posted solid performances in 1996. Though higher labor and materials costs and weaker prices for oriented strand board eroded some of the gains, earnings rose in response to increasing demand and rising prices for softwood lumber, and continued results from business improvement efforts. The sector reported operating earnings of $805 million compared with earnings of $808 million in 1995. Net sales were $5.2 billion compared with $4.9 billion last year.


Timberlands and Wood Products Earnings

(millions of dollars)
1996                             $805
1995                             $808
1994                           $1,034
1993                             $891
1992                             $515
--------------------------------------

Domestically, following a weak first quarter, demand and prices for lumber surged in response to a strong U.S. housing market. For much of the year, demand for lumber matched capacity. Price volatility also increased, the result of changing distribution patterns and uncertainty resulting from the imposition of quotas on Canadian imports into the United States. Log volumes and prices remained relatively stable the entire year.

Growing demand for Western-style wood housing in Japan fueled record international lumber demand in 1996. Lumber exports to Japan from Weyerhaeuser's Canadian and Western U.S. mills increased by 30 percent to 380 million board feet.

Structural Panels experienced a difficult year due primarily to a dramatic increase in oriented strand board (OSB) capacity. Prices for OSB weakened significantly in the latter part of 1996.

Hardwood Lumber reported a solid year, buoyed by robust international markets and the successful integration of mills

25

acquired in 1995. This Weyerhaeuser business has become the largest in the North American hardwood industry by providing a range of proprietary and standard products, mainly to industrial customers worldwide.

The Building Materials Distribution business, encompassing 52 customer service centers throughout the United States and Canada, experienced improved earnings and a 5 percent increase in sales over 1995. Updated computerized information systems effectively improved on-time deliveries, order-fill rates and inventory management, resulting in improved customer service.


Timberlands and Wood Products Capital Spending*
(millions of dollars)

1997 Estimated                            $300
1996                                      $418
1995                                      $446
1994                                      $257
1993                                      $241

*Excludes acquisitions
-----------------------------------------------

The sector maintained its focus on managing capital expenditures, improving operating efficiency, and improving customer satisfaction. Key sources of the sector's business improvements are reducing operating costs, improving raw material usage, making product improvements, and delivering customer service. Success in these areas will continue to move the sector toward becoming the best.

Weyerhaeuser enhanced its position as the world's largest private owner of merchantable softwood timber by making major adjustments to its forestland portfolio, adjustments that will increase raw material supplies to Weyerhaeuser's Southern manufacturing facilities. The company acquired 661,200 acres of Southern pine forest in Mississippi and Louisiana and an additional 118,000 acres in central Georgia. Included in the Mississippi-Louisiana purchase were two state-of-the-art dimension lumber mills and long-term agreements with two contract sawmills. These purchases

28

match the company's strategy of acquiring quality assets that fit core businesses.

Negotiations to exchange 180,000 acres of environmentally sensitive Weyerhaeuser forestland in Arkansas and Oklahoma with federal agencies were finalized in 1996. In return, Weyerhaeuser received from the U.S. Forest Service and U.S. Fish and Wildlife Service 47,500 acres of forestland well suited for sustainable timber production. The exchange supplements timber supplies for the company's area mills and transfers to public ownership wetlands and mixed forests ideal for wildlife management and recreation.

In August the company sold its long-time holdings near Klamath Falls, Ore. By selling 600,000 acres of predominantly pine forest and the related manufacturing operations, the company narrowed its focus in the Pacific Northwest to the production of Douglas fir and hemlock.

Timberlands strengthened forestry operations nationwide with a major restructuring to improve management effectiveness. The effort is expected to improve operational performance throughout the Timberlands business in 1997, as units take advantage of improved work processes, best practices and a flatter organizational structure where employees are empowered to make decisions that directly affect safety, operations, the environment and customers.

1996 marked the 30th anniversary of Weyerhaeuser's decision to develop High Yield Forestry. In the past three decades, sustained investments in forestry research, reforestation and silviculture have dramatically increased the amount of wood growing in the company's private forests. Weyerhaeuser expects its annual harvest from U.S. fee timberlands to increase approximately 70 percent above present levels over the next 20 years.

29

Recent forestry research on improving wood quality is projected to add significant future value to the timber harvested. While most opportunities for increasing volume have been captured, Timberlands continues to invest in pruning, genetics and other technologies to enhance wood quality and compatibility with specific manufacturing applications.

Wood Products businesses made important strides in 1996 in the area of work systems improvement. Underscored by an abiding commitment to their customers, employees are taking ownership to increase volumes, lower costs, make deliveries on time, and improve product quality and performance. Typical of the more than two dozen wood products facilities is Cottage Grove (Ore.) Lumber, where operational uptime increased from 90 to 95 percent and product yield per log increased from 92 to 98 percent. Better use of assets resulting in increased manufacturing time and higher volumes leads to increased return on capital. With commitment and ownership, Wood Products employees are making the key decisions affecting operating efficiency, customer service and product quality that result in lasting improvements to our business operations.

Our Timberlands and Wood Products assets are of high quality. A capable work force is concentrating on improving manufacturing processes and work systems that will further improve returns on invested capital to create future value for our shareholders.

34

REAL ESTATE AND FINANCIAL SERVICES

Combined earnings for the Real Estate and Financial Services sectors increased from $13 million in 1995, before a special charge, to $43 million in 1996, primarily the result of Weyerhaeuser Real Estate Company realizing benefits from its business restructuring efforts.

The real estate company improved results from its primary businesses and markets while continuing to make significant progress liquidating marginal assets identified in 1995. With home building and land development activities in Southern California, Las Vegas, Houston, Maryland, Virginia and the Puget Sound area, the company continues to be one of the top 20 home builders in the United States.

As part of its ongoing portfolio review and effort to concentrate on core businesses, Weyerhaeuser Company announced in September it had retained an investment banking firm to explore strategic options with respect to Weyerhaeuser Mortgage Company, a subsidiary of Weyerhaeuser Financial Services, Inc. As a result, an agreement has been signed to sell Weyerhaeuser Mortgage Company to owners more strongly focused on financial products.

35

1996 EVENTS AND ACCOMPLISHMENTS

In a company the size of Weyerhaeuser, it is not possible to include all of the major events and accomplishments in the Letter to Shareholders or the segment narratives. Listed below are some additional highlights of 1996.

SAFETY

Safety is a core value for Weyerhaeuser people; however, five employees and three contractors lost their lives working for the company in 1996. These fatalities occurred even as the company continued to reduce the number of lost- time accidents, clearly demonstrating the need for further improvement. Lost- time accidents decreased 6 percent, from a rate of 0.86 per 100 employees in 1995 to 0.81 per 100 employees in 1996. Over the last five years, the lost-time accident rate has improved 72 percent, a tribute to the efforts of Weyerhaeuser employees everywhere.

. The Senior Management Team Safety Excellence Award was established in 1996 to recognize "the best of the best"- those units that have completed five years and/or 1 million work hours without a lost-time accident and have achieved "stretch" safety targets. Award winners during 1996 are containerboard packaging plants in Olympia, Wash., Jackson, Miss., and Barrington, N.J.; containerboard mills in Valliant, Okla., and Springfield, Ore.; the NORPAC newsprint mill in Longview, Wash.; the Flint River pulp mill in Oglethorpe, Ga.; timberlands in Mississippi/Alabama; the Puget Sound chip export center in Tacoma, Wash.; the Smith Island log yard in Everett, Wash.; seed orchards in Sequim, Wash., and Central Point, Ore.; and the nursery in Aurora, Ore.

. The pulp and paper complex in Columbus, Miss., was recertified as an "OSHA Star" plant site for another three years by the U.S. Department of Labor, officially designating Columbus "one of the safest pulp and paper-making complexes in America." This is the second time Columbus has been named. Also, the softwood lumber mill in Barnesville, Ga., was designated an "OSHA Star" plant site for the first time in 1996, joining the containerboard mill in Valliant, Okla., which was certified in 1995.

CUSTOMERS

. Four Pulp, Paper and Packaging operations received the Jack Waechter Award for Customer Excellence: containerboard packaging plants in Belleville,
Ill., and Salinas, Calif.; the pulp mill in Grande Prairie, Alberta; and the fine paper plant in Longview, Wash. The award recognizes exceptional commitment to customer satisfaction.

. After two years as a certified supplier to Xerox, the paper mill in Prince Albert, Sask., has been rated Xerox's number-one supplier.

. The pulp and paper complex in Columbus, Miss., was recertified as an ISO 9002 facility by the International Quality Management Institute, Mississaugha, Ont. The designation means the mill's processes meet or exceed internationally recognized standards for assured quality and consistency.

. The oriented strand board mill in Grayling, Mich., won the 1996 Wood Products Manufacturing Excellence Award. In its third year, the award promotes excellence in manufacturing by challenging operations to demonstrate world-class operational standards and share best practices. Grayling was a recipient in 1995 also.

PARTNERSHIPS

. In an agreement with the Rocky Mountain Elk Foundation, Weyerhaeuser will provide habitat for elk and other big game on its 2.1 million acres of forestland in the Pacific Northwest. Weyerhaeuser also has agreed to work with the Croatan National Forest and the U.S. Fish and Wildlife Service to manage habitat for the red-cockaded woodpecker on its forestland in North Carolina.

40

. In 1996, the company submitted for federal approval its first-ever multi- species Habitat Conservation Plan (HCP), covering 400,000 acres of company timberland near Cottage Grove and Springfield, Ore. The 40- to 80-year plan will increase biological diversity and protect special habitats while ensuring the sustainable production of wood. Also, the company worked with the U.S. Fish and Wildlife Service to complete an HCP to protect the endangered American burying beetle in Arkansas and Oklahoma.

CITIZENSHIP

. For the second year running, Weyerhaeuser ranked number one in responsibility to the community and environment among forest industry companies, according to Fortune magazine's annual Corporate Reputation Survey.

. The Pulp business's Flint River pulp mill in Oglethorpe, Ga., was the first of the forest products industry accepted into the EPA's eXcellence and Leadership Program (Project XL) and is now an official Project XL site. Participation is based on continued commitment to minimum impact manufacturing through voluntary pollution prevention. The facility has won eight environmental awards for water and air quality from state and national organizations, including the 1996 Water Protection Citizen of the Year from the Georgia Chamber of Commerce and Department of Natural Resources.

. The Oregon Department of Fish and Wildlife selected Weyerhaeuser as the recipient of the Landowner of the Year award for the company's work in improving wildlife habitat in the Willamette region.

. In 1996, the Weyerhaeuser Company Foundation expanded its Excellence in Recycling awards to include seven states. These competitions are open to elementary and secondary schools within the states and recognize effective education regarding the value of integrated waste management. States currently participating are Alabama, Arkansas, Mississippi, North Carolina, Oklahoma, Oregon and Washington.

. Along with representatives from education, associations, industry and environmental organizations, Weyerhaeuser people participated in the Seventh American Forest Congress held in Washington, D.C., to work on reaching agreement about the future management of U.S. forests.

. Weyerhaeuser and others in the forest products industry completed the second year of implementing the American Forest and Paper Association's Sustainable Forestry Initiative (R), a comprehensive program of forestry and conservation practices.

. Weyerhaeuser foresters and scientists have completed watershed analyses for 1.2 million acres of forestland in the western United States and Canada. Seven analyses were finished in Oregon and Washington in 1996, for a total of 27 completed since 1993. In British Columbia, assessments of eight more watersheds were completed on land managed under long-term leases. Watershed analysis is a comprehensive assessment of a watershed followed by a management plan to protect water quality and fish habitat. It is a key process Weyerhaeuser uses to conserve precious natural resources while continuing to manage forestlands for the sustainable production of wood.

. The Kamloops, B.C., pulp mill received a National Industry Energy Innovator Award for participating in the Canadian Industry Program for Energy Conservation, a voluntary network of industry associations. Weyerhaeuser Canada and the Kamloops mill were recognized by Natural Resources Canada for ongoing efforts in formalizing and meeting energy-efficiency targets and programs.

41

1996 FINANCIAL REPORT

CONTENTS

42 Description of the Business of the Company 48 Financial Review

52 Report of Independent Public Accountants 53 Consolidated Statement of Earnings
54 Consolidated Balance Sheet
56 Consolidated Statement of Cash Flows 58 Consolidated Statement of Shareholders' Interest 59 Notes to Financial Statements
76 Historical Summary

This report includes statements concerning the company'sresults and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to uncertainties and risks that may cause actual results to differ materially from those projected. The company's businesses are cyclical in nature and are influenced by economic factors such as interest rates, housing starts, industrial production and GDP growth in the United States. The company's performance is also affected by its ability to successfully implement its business improvement plans and other internal performance objectives and its ability to achieve expected returns on numerous capital projects. Many of the company's products are used in the manufacture of other products and face the threat of customers substituting other materials. The company is also a large exporter and is affected both by changes in economic activity in Europe and Asia, particularly by changes in GDP and housing starts in Japan, our largest export market, and by changes in currency exchange rates. The company's timberlands and manufacturing facilities are subject to extensive forestry, land use and environmental regulations that change frequently and are discussed in more detail on pages 45 through 47 of this report. The company's major businesses are also affected by government policies regarding the management of public lands in the United States and Canada and by international trade restrictions. In addition to unanticipated changes in government regulation and policy, natural disasters and unusual weather conditions can damage the company's forests and operations and impact supply conditions for the company's products.

DESCRIPTION OF THE BUSINESS OF THE COMPANY

Weyerhaeuser Company (the company) was incorporated in the state of Washington in January 1900 as Weyerhaeuser Timber Company. It is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, real estate development and construction, and financial services. The company has 39,700 employees, of whom 37,300 are employed in its timber-based businesses, and of this number, approximately 17,500 are covered by collective bargaining agreements, which generally are negotiated on a multi-year basis. Approximately 2,400 of the company's employees are involved in the activities of its real estate and financial services subsidiaries. The major markets, both domestic and foreign, in which the company sells its products are highly competitive, wi th numerous strong sellers competing in each. Many of the company's products also compete with substitutes for wood and wood fiber products. The real estate and financial services subsidiaries also operate in highly competitive markets, competing with numerous regional and national firms in real estate development and construction and in financial services. In 1996, the company's sales to customers outside the United States totaled $2.7 billion (including exports of $1.8 billion from the United States and $.9 billion of

42

Canadian export and domestic sales), or 24 percent of total consolidated sales and revenues. The company believes these sales contributed a higher proportion of aggregate operating profits (see Note 2 of Notes to Financial Statements). All sales to customers outside the United States are subject to risks related to international trade and to political, economic and other factors that vary from country to country.

PRINCIPAL BUSINESS SEGMENTS

TIMBERLANDS AND WOOD PRODUCTS

The company owns approximately 5.3 million acres of commercial forestland in the United States (61 percent in the South and 39 percent in the Pacific Northwest), most of it highly productive and located extremely well to serve both domestic and international markets. The company has, additionally, long-term license arrangements in Canada covering approximately 22.9 million acres (of which 15 million acres are considered to be productive forestland). The combined total timber inventory on these U.S. and Canadian lands is approximately 266 million cunits (a cunit is 100 cubic feet of solid wood), of which approximately 75 percent is softwood species. The relationship between cubic measurement and the quantity of end products that may be produced from timber varies according to the species, size and quality of timber, and will change through time as the mix of these variables changes. To sustain the timber supply from its fee timberlands, the company is engaged in extensive planting, suppression of nonmerchantable species, precommercial and commercial thinning, fertilization and operational pruning, all of which increase the yield from its fee timberland acreage.

The company's wood products businesses produce and sell softwood lumber, plywood and veneer; composite panels; oriented strand board; hardwood lumber and plywood; doors; treated products; logs; chips and timber. These products are sold primarily through the company's own sales organizations. Building materials are sold to wholesalers, retailers and industrial users. The company, through its wholly owned subsidiary, Weyerhaeuser Forestlands International, formed a joint-venture partnership with institutional investors represented by UBS Resource Investments International, a unit of UBS Asset Management (New York) Inc., which will make investments in timberlands and related assets outside the United States. The primary focus of this partnership will be in pine forests in the Southern Hemisphere. The company will be a 50 percent owner of the joint venture, the total size of which is expected to be approximately $400 million. The joint venture will be capitalized over time through equal cash contributions by the company and the investor group. During the 1996 third quarter, the company started up its new oriented strand board (OSB) mill in Sutton, West Virginia. The mill, which is designed to produce approximately 550 million square feet (3/8" basis) annually, is the company's sixth OSB operation and the largest single-line OSB mill in the United States. Also in the third quarter, the company sold its Klamath Falls, Oregon, hardboard, particleboard and plywood manufacturing operations; 600,000 acres of predominantly pine timberlands; and its nursery and seed orchard facilities in Eastern Oregon. Revenues and operating earnings of these operations were not material to the company. During the year, the company acquired 779,000 acres of private commercial timberlands and two sawmills in the southern United States. A portion of these timberlands was involved in a like-kind exchange for the Klamath Falls timberlands.

------------------------------------------------------------------------
Dollar amounts in millions         1996    1995    1994    1993    1992
------------------------------------------------------------------------
Net sales:
 Raw materials (logs, chips
  and timber)                    $1,066  $1,102  $1,091  $1,021  $  872
 Softwood lumber                  1,988   1,648   1,880   1,704   1,138
 Softwood plywood and veneer        519     591     636     567     498
 Oriented strand board,
  composite and other panels        667     752     750     623     495
 Hardwood lumber                    235     193     175     154     127
 Engineered wood products           233     207     157     100      --
 Miscellaneous products             532     438     303     299     287
------------------------------------------------------------------------
                                 $5,240  $4,931  $4,992  $4,468  $3,417
========================================================================
Approximate contributions
 to earnings                     $  805  $  808  $1,034  $  891  $  515
========================================================================

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PULP, PAPER AND PACKAGING

The company's pulp, paper and packaging businesses include: Pulp, which manufactures chemical wood pulp for world markets; Newsprint, which manufactures newsprint at the company's North Pacific Paper Corporation mill and markets it to West Coast and Japanese newspaper publishers; Paper, which manufactures and markets a range of both coated and uncoated fine papers through paper merchants and printers; Containerboard Packaging, which manufactures linerboard and corrugating medium, which is primarily used in the production of corrugated packaging, and manufactures and markets industrial and agricultural packaging; Paperboard, which manufactures and markets bleached paperboard, used for production of liquid containers, to West Coast and Pacific Rim customers; Recycling, which operates an extensive wastepaper collection system and markets it to company mills and worldwide customers; and Chemicals, which produces chlorine, caustic and tall oil, which are used principally by the company's pulp, paper and packaging operations.

In 1993, the Personal Care Products business, which manufactured disposable diapers sold under the private-label brands of many of North America's largest retailers, was sold through an initial public offering of stock. The company and SCA Packaging Europe BV formed a joint venture in 1996 to pursue opportunities to build or buy containerboard packaging facilities to serve manufacturers of consumer and industrial products in Asia.

----------------------------------------------------------------------
Dollar amounts in millions       1996    1995    1994    1993    1992
----------------------------------------------------------------------
Net sales:
 Pulp                          $  954  $1,616  $1,012  $  823  $  711
 Newsprint                        451     508     356     322     326
 Paper                            803   1,001     664     648     673
 Paperboard and containerboard    281     325     240     255     321
 Packaging                      1,921   1,863   1,495   1,302   1,323
 Recycling                        140     266     121      77      93
 Chemicals                         63      63      45      32      31
 Personal care products            --      --      --      --     514
 Miscellaneous products            35      40     133     120     117
----------------------------------------------------------------------
                               $4,648  $5,682  $4,066  $3,579  $4,109
======================================================================
Approximate contributions
 to earnings                   $  307  $1,181  $  211  $   61  $  251
======================================================================

REAL ESTATE

The company, through its real estate subsidiary, Weyerhaeuser Real Estate Company, is engaged in developing single-family housing and residential lots for sale, including the development of master-planned communities. Operations are mainly concentrated in selected metropolitan areas in Southern California, Nevada, Washington, Texas, Maryland and Virginia.

------------------------------------------------------------
Dollar amounts in millions 1996   1995  1994  1993   1992
------------------------------------------------------------
Net sales and revenues:
 Single-family units       $573  $ 563   $686   $615   $569
 Multi-family units          12     --     26     30      4
 Residential lots            76     60     65     43     39
 Commercial lots             50     29      7     41      6
 Commercial buildings        43      4     35      3      5
 Acreage                     25     36     20     27     20
 Other                       25     31     72     70     47
------------------------------------------------------------
                           $804  $ 723   $911   $829   $690
=============================================================
Approximate contributions
 to earnings (1)           $ 35  $(231)  $  7   $ 18   $ 13
=============================================================

(1) After a special charge of $232 million to dispose of certain real estate assets in 1995.

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FINANCIAL SERVICES

The company, through its financial services subsidiary, Weyerhaeuser Financial Services, Inc., is involved in a range of financial services. The principal operating unit is Weyerhaeuser Mortgage Company (WMC), which has origination offices in 19 states, with a servicing portfolio of $4.4 billion covering approximately 46,000 loans throughout the country. Mortgages are resold in the secondary market through mortgage-backed securities to financial institutions and investors. Through its insurance services organization, it also offers a broad line of property, life and disability insurances. GNA Corporation, a subsidiary that specialized in the sale of life insurance annuities and mutual funds to the customers of financial institutions, was sold in April 1993. The company has signed an agreement for the sale of WMC. Revenues and operating earnings of WMC are not material to the company.

----------------------------------------------------------------------
Dollar amounts in millions     1996    1995     1994    1993     1992
----------------------------------------------------------------------
Net sales and revenues:
 Interest                    $   70  $   76   $   84  $  110   $  144
 Investment income                1       3        2     116      452
 Loan origination and
  servicing fees                100      84       88     127      103
 Premiums                         9       9       10      14       21
 Other revenues                  25      24       22      34      112
----------------------------------------------------------------------
                             $  205  $  196   $  206  $  401   $  832
======================================================================
Approximate contributions
 to earnings (1)             $    8  $  (46)  $   11  $   76   $   68
======================================================================

(1) After a special charge of $58 million to dispose of certain real estate assets in 1995 and a $42 million gain on sale of GNA Corporation in 1993.

CORPORATE AND OTHER

Corporate and other includes wholesale nursery and garden supply products, which are sold primarily to retailers and landscapers by the company's sales force; marine transportation; and general corporate expense. The company has offered for sale its wholly owned wholesale nursery and garden supply products subsidiary, Shemin Nurseries, Inc. The sale of this business is expected to close in the first half of 1997. Revenues and operating earnings of these operations are not material to the company.

-------------------------------------------------------------------
Dollar amounts in millions  1996    1995    1994    1993     1992
-------------------------------------------------------------------
Net sales                  $ 217   $ 256   $ 223   $ 269    $ 220
===================================================================
Approximate contributions
 to earnings (1)           $(183)  $(217)  $(142)  $ (46)   $(107)
===================================================================

(1)After a $70 million gain on disposal of infant diaper business in 1993.

ENVIRONMENTAL MATTERS

In 1990 the northern spotted owl was listed as a threatened species under the Endangered Species Act (ESA). In 1992 the marbled murrelet was listed as a threatened species under the ESA, and in 1996 the Umpqua River Cutthroat Trout was listed as a threatened species. Certain Snake River salmon runs have been listed as threatened or endangered under the ESA. The National Marine Fisheries Service has proposed listing coho salmon that spawn in Oregon coastal rivers as a threatened species. Petitions have been filed to list certain Pacific Northwest salmon runs, steelhead trout, bull trout and other fish populations as threatened or endangered under the ESA. A consequence of these listings has been, and a consequence of future listings may be, reductions in the sale and harvest of timber on federal timberlands in the Pacific Northwest. Requirements to protect habitat for threatened and endangered species on non-federal timberlands has resulted, and may in the future result, in restrictions on timber harvest on some non-federal timberlands in the Pacific Northwest, including some timberlands of the company. The listing of the red-cockaded woodpecker as an endangered species under the ESA had some impact on the harvest of public and private timber in the southeastern United States, but has had little impact on the company's operations. Other ESA-listed species (e.g., American burying beetle and gopher tortoise) occur on or near some of the company's southern timberlands, but have had little impact on the company's operations. Other federal ESA listings, or designations of fish and wildlife species as endangered, threatened or otherwise sensitive under various state laws, could impact future timber harvests on some of the company's timberlands and could impact timber supply and prices in some regions. In addition, statutory

45

requirements with respect to the protection of wetlands may affect future harvest and forest management practices on some of the company's timberlands, particularly in southeastern states.

In April 1994, the Clinton administration adopted its plan with respect to management of federal timberlands in the Pacific Northwest. This plan has reduced timber sales from certain federal lands in western Washington, western Oregon and northern California by more than 75 percent from harvest levels in the 1980s. Subsequently, the Clinton administration has begun similar planning efforts and adopted interim timber sale policies for federal timberlands in the intermountain west and certain other regions. These reductions in federal timber sales have seriously reduced log supplies to many independent sawmills that have been important suppliers of wood chips to the company's pulp and paper mills in Washington and Oregon. Alternative sources of wood chips and recycled fiber have become available, and some companies have reduced manufacturing capacity or production levels in response to reduced federal timber harvests. The company does not anticipate that reductions in federal timber harvests will require significant curtailments of capacity or production at its current manufacturing facilities.

The administration also has stated that reduced timber harvest on federal lands will provide the opportunity to clarify the uncertainty surrounding federal policies for protection of northern spotted owls on some private lands. On February 7, 1995, the administration proposed a special rule to clarify federal harvest restrictions on some private lands in Washington and California. The company believes that the regulatory changes might ultimately allow it to harvest fee timber in some areas where it has not been operating because of uncertainties regarding regulations intended to protect the northern spotted owl. Whether those regulatory changes will be implemented is uncertain. If those regulatory changes are not implemented, the company might not harvest some timber that it otherwise might harvest in 1997 and 1998.

Because those regulatory changes may not be implemented, and in order to avoid existing uncertainty under the ESA, the company, in February 1995, developed a Habitat Conservation Plan (HCP) and obtained from the U.S. Fish and Wildlife Service an Incidental Take Permit with respect to northern spotted owls on approximately 209,000 acres of its Oregon coastal timberlands. That HCP establishes a protocol for the harvest of timber and the protection of the northern spotted owl on those timberlands and is expected to remain in effect for at least 50 years. In December 1996, the company applied for an Incidental Take Permit covering approximately 400,000 acres of company timberlands in western Oregon. If the related HCP and Implementation Agreement are approved and that permit is issued by the U.S. Fish and Wildlife Service and the National Marine Fisheries Service, the company would be authorized to "take" all species currently listed or proposed for listing under the ESA (including the northern spotted owl), and all or most species that may become listed in the future, in the course of conducting timber harvest and other forest management and land use activities on those lands. Pursuant to both of those HCPs, there are limits on the amount of land covered by the HCPs that can be transferred unless the U.S. Fish and Wildlife Service approves the transfer or the new owner agrees to be bound by the HCP and related documents. In 1996 the company obtained from the U.S. Fish and Wildlife Service an Incidental Take Permit for the American burying beetle covering approximately 25,000 acres of lands in Oklahoma that it acquired from the United States in an exchange with the U.S. Forest Service and certain nearby lands that the company already owned. The company also has entered into agreements with the U.S. Fish and Wildlife Service to reduce uncertainties under the ESA with respect to red-cockaded woodpeckers on some of its timberlands in North Carolina and northern spotted owls on some of its timberlands in Washington.

The company believes the most effective way to manage its timberlands for the growth and harvest of timber and the protection of wildlife and fish habitat is to develop plans for the management of timber and other resources on those lands and obtain approval of those plans from the appropriate federal or state agencies. Accordingly, the company is seeking to develop HCPs or other arrangements with federal and state fish and wildlife agencies for some other parts of its Pacific Northwest timberlands that would address the protection of wildlife and fish habitat for both listed and non-listed species.

Forest practice acts in some of the states in which the company has timber increasingly impact present or future harvest and forest management activities. For example, forest practice acts in Washington and Oregon limit the size of clearcuts, require that some timber be left unharvested in riparian areas and sometimes in other areas to protect water quality, fish habitat and wildlife, regulate construction of forest roads and conduct of other forest management activities, require reforestation following timber harvest, and contain procedures for state agencies to review and approve proposed forest practice activities. Other state and some local governments regulate certain forest practices through various permit programs. Each of the states in which the company owns timberlands has developed "best management practices" (BMPs) to reduce the impacts of forest practices on water quality and aquatic habitats. Additional and more stringent regulations and regulatory programs may be adopted by various state and local governments. These current or future forest practice acts, BMPs and other programs may reduce the volumes of timber that can be harvested, increase operating and administrative costs, and make it more difficult to

46

respond to rapid changes in markets, extreme weather or other unexpected circumstances. However, the company does not anticipate that it will be disproportionately affected by these programs as compared with typical owners of comparable timberlands or that these programs will significantly disrupt its planned operations over large areas or for extended periods.

In addition, the company participates in the Sustainable Forestry Initiative(R) sponsored by the American Forest & Paper Association, a code of conduct designed to supplement government regulatory programs with voluntary landowner initiatives to further protect certain public resources and values. Compliance with the Sustainable Forestry Initiative(R) may require some increases in operating costs.

The combination of the forest management and harvest restrictions and impacts described in the preceding paragraphs has increased operating costs, resulted in changes in the value of timber and logs from the company's Pacific Northwest timberlands, and contributed to increases in the prices paid for wood products and wood chips during periods of high demand. The company does not know whether these effects will continue. One additional effect may be the continuation of some reduced usage of, and some substitution of other products for, lumber and plywood.

The company does not believe that the restrictions and impacts described in the above paragraphs have had, or in 1997 or 1998 will have, a significant effect on the company's total harvest of timber, although they may have such an effect in the future.

In addition to the foregoing, the company is subject to federal, state or provincial and local air, water and land pollution control, solid and hazardous waste management, disposal and remediation laws and regulations in all areas in which it has operations, and to market demands with respect to chemical content of some products and use of recycled fiber. Compliance with these laws, regulations and demands usually involves capital expenditures as well as operating costs. The company cannot easily quantify future amounts of capital expenditures required to comply with these laws, regulations and demands, or the impact on operating costs, because in some instances compliance standards have not been developed or have not become final or definitive. In addition, compliance with standards frequently serves other purposes such as extension of facility life, increase in capacity, changes in raw material requirements, or increase in economic value of assets or products. While it is difficult to isolate the environmental component of most manufacturing capital projects, the company estimates that capital expenditures for environmental compliance were approximately $76 million (9 percent of total capital expenditures excluding acquisitions) in 1996. Based on its understanding of current regulatory requirements, the company expects that expenditures will range from $60 million to $75 million (8 to 10 percent of total capital expenditures) in 1997 and 1998.

The company is involved in the environmental investigation or remediation of numerous sites, including 43 superfund sites where the company has been named as a potentially responsible party. Some of the sites are on property presently or formerly owned by the company where the company has the sole obligation to remediate the site or shares that obligation with one or more parties, and others are third-party sites involving several parties who have a joint and several obligation to remediate the site. The company's liability with respect to these sites ranges from insignificant at some sites to substantial at others, depending on the quantity, toxicity and nature of materials deposited by the company at the site and, with respect to some sites, the number and economic viability of the other responsible parties.

The company spent approximately $25 million in 1996 and expects to spend $21 million in 1997 on environmental remediation of these sites. It is the company's policy to accrue for environmental remediation costs when it is determined that it is probable that such an obligation exists and the amount of the obligation can be reasonably estimated. Based on currently available information and analysis, the company believes that it is reasonably possible that costs associated with all identified sites may exceed current accruals by amounts that may prove insignificant or that could range, in the aggregate, up to approximately $120 million over several years. This estimate of the upper end of the range of reasonably possible additional costs is much less certain than the estimates upon which accruals are currently based and utilizes assumptions less favorable to the company among the range of reasonably possible outcomes.

An Environmental Protection Agency (EPA) regulation under Title 5 of the Clean Air Act requires additional operating permits at many of the company's manufacturing operations. The company will continue to prepare the permit applications in 1997 and anticipates that it will be able to obtain the necessary permits.

The EPA published proposed regulations on December 17, 1993, known as the "cluster rules," which would establish maximum achievable control technology standards for non-combustion sources under the Clean Air Act, and the development of revised wastewater effluent limitations under the Clean Water Act. The original proposal has been modified on two occasions, and a modified proposal is presently expected to be adopted in 1997. If the cluster rules are adopted as currently proposed, they will require the company to commit additional capital to further reduce air emissions and wastewater discharges by 2000. Depending on the final limits contained in the rules ultimately adopted by the EPA, the estimates of that additional capital range from $90 million to $230 million, which will further increase the annual percentage of the company's total capital expenditures devoted to environmental compliance.

47

FINANCIAL REVIEW
RESULTS OF OPERATIONS
1996 COMPARED WITH 1995

Consolidated net sales and revenues were $11.1 billion in 1996, a decrease of 6 percent from the record $11.8 billion posted in 1995. This decrease is the net of a $1 billion decrease in the pulp, paper and packaging segment and an increase of $309 million for timberlands and wood products. Pulp, paper, corrugated packaging and recycled products experienced material unfavorable price variances offset, in part, by favorable volume variances in the packaging business related to the acquisition of nine facilities in late 1995. Wood products benefited from favorable price and volume variances in lumber.

Net earnings for 1996 were $463 million, or $2.34 per common share, compared with record earnings of $799 million, or $3.93 per common share, in 1995. The 1995 earnings were net of an after-tax special charge of $184 million ($290 million pretax), or 90 cents per common share, within the real estate and financial services segments. Lower prices in the pulp, paper and packaging segment, which were in sharp contrast with the record 1995 levels, accounted for the decline in 1996 earnings.

The timberlands and wood products segment operating earnings were $805 million, comparable to 1995 earnings of $808 million, as it benefited from strong demand in the United States and Japan. Tight supplies and disruptions related to countervailing duties on imports from Canada contributed to strong lumber results. The panel markets have been negatively impacted by the excess capacity of oriented strand board as new facilities came on line in 1996.

The pulp, paper and packaging segment reported operating earnings of $307 million in 1996 compared with a record performance of $1.2 billion in 1995. The downturn in pulp and paper prices, which began in the fourth quarter of 1995 as customers cut back on purchases in order to reduce excess inventories, continued as prices were significantly lower than last year.

The combined real estate and financial services segments earned $43 million from operations in 1996 compared with $13 million, before the special charge, in 1995. Real estate benefited from several major commercial project closings and increased residential property sales along with reduced costs as the result of the disposition of certain impaired properties. Improved financial services results reflected the sale of capitalized servicing rights and increased loan originations in the company's mortgage banking business.

Weyerhaeuser's cost of products sold, as a percentage of sales, increased to 75 percent in 1996 compared with 69 percent in 1995, reflecting the significant decline in pulp, paper and packaging pricing. Additionally, inventory turnover rates were lower in 1996 compared with the higher rates experienced in the peak price periods of 1995.

Real estate and financial services segments costs and operating expenses in 1996 rose 7 percent over the 1995 level, consistent with the 10 percent increase in revenues from year to year. The decline in depreciation and amortization was directly related to the disposition of certain impaired assets and sale of substantially all of the capitalized servicing rights in the mortgage banking business. Selling, general and administrative expenses increased over 1995 primarily due to the opening of additional branch offices in 1996 by the mortgage banking business.

Other income (expense) is an aggregation of both recurring and occasional non- operating income and expense items and, as a result, may fluctuate from period to period. No individual income or expense item in 1996 was significant in relation to net earnings.

1995 COMPARED WITH 1994

The company's consolidated net sales and revenues increased 13 percent to a record $11.8 billion in 1995 compared with $10.4 billion in 1994. The pulp, paper and packaging segment accounted for $5.7 billion of this record performance, 40 percent over its sales of $4.1 billion in 1994, with strong year-to-year improvement in all product lines. These markets weakened in the fourth quarter, and this weakness persisted in 1996 as customers continued to reduce inventories. The timberlands and wood products segment sales of $4.9 billion approximated 1994's. The real estate and financial services segments had combined sales of $919 million, down from the prior year's $1.1 billion, largely attributable to declines in single-family home sales.

The company also achieved record earnings of $799 million, or $3.93 per common share, in 1995, which was 36 percent over the $589 million, or $2.86 per common share, recorded in 1994. The 1995 earnings were net of an after-tax charge of $184 million ($290 million pretax), or 90 cents per common share, within the real estate and financial services segments. The 1994 earnings included a net contribution of $.03 per common share for the return of countervailing duty by the U.S. government against Canadian lumber imports and the expected cost of postretirement benefits for Canadian employees.

48

Operating earnings in the timberlands and wood products segment were $808 million, down from the record $1 billion for the previous year. This was attributable to price declines primarily in softwood lumber, caused by a drop in domestic housing starts.

The pulp, paper and packaging segment posted record operating earnings of $1.2 billion in 1995 compared with $211 million earned in 1994. Significant price improvement over the prior year and ongoing improvements in operations were the key factors in recovery in this segment.

The company's real estate and financial services segments recorded a combined operating loss of $277 million for the year after reflecting a $290 million charge to operations. The majority of the charge was a direct result of the company's decision to accelerate the disposition of certain real estate assets previously held for development and use. The remainder of the charge resulted from the application of those provisions of Statement of Financial Accounting Standards (SFAS) No. 121 relating to the valuation of assets held for future use where estimated undiscounted future cash flows from those assets did not exceed the carrying value of those assets. Before these actions, the combined segments earned $13 million compared with $18 million in 1994.

Weyerhaeuser's cost of products sold as a percentage of net sales decreased to 69 percent in 1995 compared with 73 percent in 1994. The company continued to benefit from its mill modernization program and implementation of its business improvement plans, offset in part by the costs associated with higher sales activity, principally in the pulp, paper and packaging segment. Depreciation expense increased over the prior year as a result of the completion and start-up of several mill modernization projects in late 1994 in the pulp, paper and packaging segment. The expansion of the company's Performance Share Plan to include all employees was the major contributor to the $109 million increase in selling, general and administrative expenses. Contributions made by the company into this plan are invested in company stock on behalf of each employee. The size of the contribution, if any, is decided by the board of directors each year on the basis of that year's profits and the company's performance relative to its competition.

Excluding the revaluation charge, the decrease in costs and operating expenses of the real estate and financial services segments are in line with the reduced sales activity.

Other income (expense) is an aggregation of both recurring and occasional non- operating income and expense items and, as a result, may fluctuate from period to period. No individual income or expense item in 1995 was significant in relation to net earnings.

Weyerhaeuser's interest expense incurred was up $34 million over the prior year as a result of prefunding 1995 debt maturities that were due late in the year as well as an increase in the company's combined long- and short-term debt levels. Capitalized interest was $16 million less than the prior year as mill modernization projects at Longview, Washington, and Plymouth, North Carolina, were completed.

1994 COMPARED WITH 1993

The company's 1994 consolidated sales and revenues were $10.4 billion, a 9 percent increase over the $9.5 billion reported in 1993. Net earnings were $589 million, or $2.86 per common share, compared with 1993 net earnings of $579 million, or $2.83 per common share. 1994 earnings included the return of countervailing duty by the U.S. government against Canadian lumber imports and the expected cost of postretirement benefits for Canadian employees. The net effect of these two items contributed $.03 per common share. 1993 earnings included gains of $132 million, or $.65 per common share, from the sale of assets and extinguishment of debt, and a $15 million, or $.08 per common share, charge to earnings to reflect the revised 1993 federal corporate tax rate in the company's deferred tax accounts.

The continuation in 1994 of the company's major modernization projects, started in 1993, accounted for the significant increase in capitalized interest from year to year.

The significant changes from 1993 in other income were attributable to the $70 million pretax gain on the disposal of the company's investment in the infant diaper business and the real estate and financial services pretax gain of $42 million on the sale of GNA Corporation, both in 1993.

The timberlands and wood products segment posted record operating earnings of $1 billion in 1994, which was a 16 percent increase over the $891 million reported in 1993. Sales for this segment were $5 billion, up 12 percent over the $4.5 billion reported in 1993. This segment posted record performances during 1994 as the businesses continued to accomplish their business improvement plans, timber supplies remained tight and markets remained strong throughout the year.

The pulp, paper and packaging segment's 1994 operating earnings were $211 million, up substantially from 1993's $61 million. This segment reported sales of $4.1 billion for the year, an increase of 14 percent over the $3.6 billion in 1993. Strong demand coupled with continued price improvement over the prior year in both the domestic and export pulp, paper and packaging markets were the key factors in this recovery.

49

The combined real estate and financial services segments earned $18 million in 1994 compared with 1993 earnings of $94 million, which included a pretax gain of $42 million on the sale of GNA Corporation as well as one quarter of GNA operating results.

BUSINESS IMPROVEMENT PLANS

In 1994 business improvement plans were developed to improve the annual pretax earnings of the company by $600 million by the end of 1997. Given the volatility of prices in many of the company's product lines and changing material and labor costs, the improvement plans were developed, stated and are being tracked in 1994 dollars. The year-to-year impact of these plans will obviously vary as prices and costs change each year.

These plans were developed by each unit of the company and did not require any major capital investment. They focused on the manageable variables at each operating unit that have the greatest impact on profitability, i.e., production volume, manufacturing cost, product mix and controllable overhead.

The company achieved improvements totaling $120 million and $276 million, as measured in 1994 dollars, in 1996 and 1995, respectively. The rate of improvement slowed in 1996 as weak pulp and paper markets resulted in periodic production curtailments that negatively impacted productivity. With market conditions expected to improve, the company still anticipates achieving the $600 million goal by the end of 1997.

The annualized improvements realized and expected to be realized over the 1995 to 1997 period, in 1994 dollars, with 1998 as the first full year of benefit, are as follows:

--------------------------------------------------------------
                                                      Total
                                           1997    sustainable
Dollar amounts in millions   1995   1996   goal        goal
--------------------------------------------------------------
Pulp, paper and
 packaging                   $146   $ 49   $105          $300
Timberlands and
 wood products                130     71     99           300
--------------------------------------------------------------
                             $276   $120   $204          $600
==============================================================

The breakdown of the $600 million in improvements by source and business segment, in 1994 dollars, is as follows:

------------------------------------------------------------
                            Timberlands    Pulp,
                              and Wood   Paper and
                              Products   Packaging   Total
------------------------------------------------------------
Dollar amounts in millions
Incremental volume               $ 115       $ 152   $ 267
Manufacturing cost
 reduction                          90          87     177
 Higher-value mix                   81          54     135
 Overhead savings                   14           7      21
------------------------------------------------------------
                                 $ 300       $ 300   $ 600
============================================================

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

The company is committed to the maintenance of a sound, conservative capital structure. This commitment is based upon two considerations: the obligation to protect the underlying interests of its shareholders and lenders, and the desire to have access, at all times, to major financial markets.

The important elements of the policy governing the company's capital structure are as follows:

. To view separately the capital structures of Weyerhaeuser Company, Weyerhaeuser Real Estate Company and Weyerhaeuser Financial Services, Inc., given the very different nature of their assets and business activities. The amount of debt and equity associated with the capital structure of each will reflect the basic earnings capacity, real value and unique liquidity characteristics of the assets dedicated to that business.

. The combination of maturing short-term debt and the structure of long-term debt will be managed judiciously to minimize liquidity risk. Long-term debt maturities are shown in Note 12 of Notes to Financial Statements.

OPERATIONS

In 1996 the company generated $1.3 billion of cash flow from operations before changes in working capital compared with $1.9 billion in 1995. Net earnings provided by Weyerhaeuser were $434 million, down $547 million from the $981 million provided in 1995 due primarily to the decline of prices for pulp, paper and corrugated packaging products in the current year.

The real estate and financial services segments provided $29 million from net earnings in 1996 compared with a net loss of $182 million in 1995. Included in the 1995 net loss was a pretax, non-cash charge of $290 million resulting from the company's decision to accelerate the disposition of certain real estate assets previously

50

held for development and use along with the application of those provisions of SFAS No. 121 relating to the valuation of assets held for future use when estimated undiscounted future cash flows from the assets did not exceed the carrying value of those assets.

Cash flow from operations before changes in working capital by business segment was as follows:

--------------------------------------------------------
Dollar amounts in millions      1996     1995     1994
--------------------------------------------------------
Timberlands and wood
 products                    $ 1,045  $ 1,026  $ 1,226
Pulp, paper and packaging        665    1,567      530
Real estate                       41       23       16
Financial services                57       46       33
Corporate and other             (546)    (806)    (545)
--------------------------------------------------------
                             $ 1,262  $ 1,856  $ 1,260
========================================================

Weyerhaeuser's cash flow from changes in net working capital during the year was $41 million with increases in inventories and prepaids along with reductions in accrued liabilities and accounts payable being partially offset by a decrease in receivables.

The majority of the $82 million of funds provided from working capital in the real estate and financial services segments came from decreases in real estate and land inventories and mortgages held for sale, as sales exceeded originations.

INVESTING

Capital expenditures, excluding acquisitions, were $879 million compared with $996 million in 1995. They are currently expected to approximate $750 million, excluding acquisitions, in 1997; however, these expenditures could be increased or decreased as a consequence of future economic conditions.

The company spent $448 million in 1996 for the acquisition of private commercial timberlands and two lumber mills in the southern United States. In 1995 the company acquired three hardwood lumber mills and timber and timberlands in the Pacific Northwest, nine corrugated packaging plants and five recycling collection facilities using $77 million of cash and $46 million of the company's treasury common shares.

Recent capital spending, excluding acquisitions, has been in the following areas:

--------------------------------------------------
Dollar amounts in millions    1996  1995    1994
--------------------------------------------------
Timberlands and wood
 products                    $ 418  $446  $  257
Pulp, paper and packaging      415   501     794
Corporate and other             46    49      51
-------------------------------------------------
                             $ 879  $996  $1,102
=================================================

Proceeds from the sale of property and equipment included $33 million received for the production facilities and logging equipment in the sale of the company's Klamath Falls manufacturing and timberlands operations. The timberlands portion of this transaction involved like-kind exchanges for other timberlands in the southern United States.

In 1996 the company's financial services segment's mortgage banking business provided funds from the sale of substantially all of its capitalized servicing rights and remaining adjustable-rate mortgages plus reduction in assets pledged as collateral for the collateralized mortgage obligation (CMO) bonds. The sale of adjustable-rate mortgages had commenced in 1995.

FINANCING

Weyerhaeuser's long-term debt grew approximately $500 million during the year with the major activity being a $637 million increase in net commercial paper borrowings and a $33 million sale of industrial revenue bonds offset, in part, by the payment of $115 million of the company's medium-term notes and $40 million of fixed-rate debt. As a result, the company's long-term debt as a percent of shareholders' equity increased to 77 percent at the end of 1996 compared with 67 percent a year earlier.

The combined real estate and financial services segments utilized funds received from the sale of impaired assets, capitalized servicing rights and adjustable- rate mortgages to reduce net borrowings by $312 million.

The company paid $317 million in cash dividends in 1996 compared with $306 million in 1995. The increase is attributable to the quarterly dividend rate being raised from 30 cents to 40 cents effective with the second quarter of 1995, resulting in an annualized rate of $1.60 per common share. Although common share dividends have exceeded the company's target payout ratio in recent years, it is our intent, over time, to pay dividends to our common shareholders in a range of 35 to 45 percent of common share earnings.

The company repurchased $45 million of common shares during the year as a part of the 10 million share repurchase program, which commenced in the second quarter of 1995, bringing the total acquired to 9.6 million shares. In 1996 the company's board of directors authorized an increase of 1 million shares in the repurchase program, bringing the authorized total to 11 million, to offset shares issued in conjunction with a recent acquisition.

To ensure its ability to meet future commitments, Weyerhaeuser Company, Weyerhaeuser Real Estate Company and Weyerhaeuser Mortgage Company, a subsidiary of Weyerhaeuser Financial Services, Inc., have established unused bank lines of credit in the maximum aggregate sum of approximately $2.1 billion. None of the entities is a guarantor of the borrowings of the others under any of these credit facilities.

51

CONTINGENCIES

The company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that the ultimate outcome resulting from these proceedings and matters would not have a material effect on the company's current financial position, liquidity or results of operations; however, in any given future reporting period, such proceedings or matters could have a material effect on results of operations.

ACCOUNTING MATTERS

PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to provide accounting and reporting guidance for transfers and servicing of financial assets and extinguishments of liabilities. The statement uses the "financial- components approach" in which, after a transfer of financial assets, an entity would recognize all financial assets and services it controls and all liabilities it has incurred and remove financial assets and liabilities from the balance sheet when control is surrendered or when they are extinguished, respectively. It is to be applied to transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1996. This statement will supersede several previous statements, including SFAS No. 122, "Accounting for Mortgage Servicing Rights -- an amendment of FASB Statement No. 65," which the company had implemented in 1995. In 1996, the FASB issued SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125 -- an amendment of FASB Statement No. 125," which deferred for one year the effective date of certain provisions. The company believes that the future adoption of these statements will not have a significant impact on results of operations or financial position.

ACCOUNTING AND REPORTING STANDARDS COMMITTEE

During the year, the Accounting and Reporting Standards Committee, comprised of four outside directors, reviewed with the company's management and with its independent public accountants the scope and results of the company's internal and external audit activities and the adequacy of the company's internal accounting controls. The committee also reviewed current and emerging accounting and reporting requirements and practices affecting the company.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE SHAREHOLDERS OF WEYERHAEUSER COMPANY:

We have audited the accompanying consolidated balance sheets of Weyerhaeuser Company (a Washington corporation) and subsidiaries as of December 29, 1996, and December 31, 1995, and the related consolidated statements of earnings, cash flows and shareholders' interest for each of the three years in the period ended December 29, 1996. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Weyerhaeuser Company and subsidiaries as of December 29, 1996, and December 31, 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 29, 1996, in conformity with generally accepted accounting principles.

Seattle, Washington,
February 6, 1997 ARTHUR ANDERSEN LLP

52

CONSOLIDATED STATEMENT OF EARNINGS

------------------------------------------------------------
For the three-year period ended
December 29, 1996
Dollar amounts in millions
except per-share figures              1996    1995   1994
------------------------------------------------------------
Net sales and revenues:
 Weyerhaeuser                       $10,105 $10,869 $ 9,281
 Real estate and financial services   1,009     919   1,117
------------------------------------------------------------
Net sales and revenues               11,114  11,788  10,398
------------------------------------------------------------
Costs and expenses:
 Weyerhaeuser:
  Costs of products sold              7,610   7,516   6,819
  Depreciation, amortization and
   fee stumpage                         601     580     504
  Selling, general and
   administrative expenses              702     724     615
  Research and development expenses      54      51      47
  Taxes other than payroll and
   income taxes                         151     155     151
------------------------------------------------------------
                                      9,118   9,026   8,136
------------------------------------------------------------
 Real estate and financial services:
  Costs and operating expenses          726     681     851
  Depreciation and amortization          16      41      30
  Selling, general and
   administrative expenses              173     139     152
  Taxes other than payroll and
   income taxes                          11       8       9
  Charge for impairment of
   long-lived assets (Note 1)            --     290      --
------------------------------------------------------------
                                        926   1,159   1,042
------------------------------------------------------------
Total costs and expenses             10,044  10,185   9,178
------------------------------------------------------------
Operating income                      1,070   1,603   1,220
Interest expense and other:
 Weyerhaeuser:
  Interest expense incurred             273     271     237
  Less interest capitalized              21      20      36
  Other income (expense),
   net (Note 3)                         (58)    (71)    (42)
 Real estate and financial services:
  Interest expense incurred             132     140     154
  Less interest capitalized              65      76      78
  Other income (expense),
   net (Note 3)                          27      27      19
------------------------------------------------------------
Earnings before income taxes            720   1,244     920
Income taxes (Note 4)                   257     445     331
------------------------------------------------------------
Net earnings                        $   463 $   799 $   589
============================================================
Per common share (Note 1):
 Net earnings                       $  2.34 $  3.93 $  2.86
------------------------------------========================
 Dividends paid                     $  1.60 $  1.50 $  1.20
============================================================

See notes on pages 59 through 77.

53

CONSOLIDATED BALANCE SHEET

--------------------------------------------------------------
                                     December 29, December 31,
Dollar amounts in millions               1996         1995
--------------------------------------------------------------
ASSETS
Weyerhaeuser
 Current assets:
  Cash and short-term
   investments (Note 1)               $    33      $    34
  Receivables, less allowances
   of $7 and $9                           902          976
  Inventories (Note 7)                  1,001          960
  Prepaid expenses                        289          265
------------------------------------------------------------
    Total current assets                2,225        2,235
 Property and equipment (Note 8)        7,007        6,717
 Construction in progress                 417          509
 Timber and timberlands at cost,
  less fee stumpage charged
  to disposals                          1,073          666
 Other assets and deferred charges        246          232
------------------------------------------------------------
                                       10,968       10,359
------------------------------------------------------------
Real estate and financial services
 Cash and short-term investments,
  including restricted deposits
  of $18 and $22                           38           50
 Receivables, less discounts and
  allowances of $9 and $7                  99           92
 Mortgage notes held
  for sale (Note 13)                      334          332
 Mortgage loans receivable, less
  discounts and allowances
  of $7 and $2 (Note 13)                  133          155
 Mortgage-backed certificates and
  other pledged financial instruments
  (Notes 1 and 13)                        154          185
 Real estate in process of development
  and for sale (Note 9)                   680          776
 Land being processed for development     719          688
 Investments in and advances to joint
  ventures and limited partnerships,
  less reserves of $27 and $38            115          113
 Rental properties, less
  accumulated depreciation                150          184
 Other assets                             206          319
------------------------------------------------------------
                                        2,628        2,894
------------------------------------------------------------
    Total assets                      $13,596      $13,253
============================================================

See notes on pages 59 through 77.

54

--------------------------------------------------------------
                                     December 29, December 31,
Dollar amounts in millions               1996         1995
--------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS'
 INTEREST
Weyerhaeuser
 Current liabilities:
  Notes payable                       $    16      $    24
  Current maturities of
   long-term debt                          80          125
  Accounts payable (Note 1)               725          747
  Accrued liabilities (Note 10)           662          707
------------------------------------------------------------
    Total current liabilities           1,483        1,603
 Long-term debt (Notes 12 and 13)       3,546        2,983
 Deferred income taxes (Note 4)         1,324        1,196
 Deferred pension and other
  liabilities (Notes 5 and 6)             493          509
 Minority interest in subsidiaries        113          111
 Commitments and contingencies
  (Note 14)
------------------------------------------------------------
                                        6,959        6,402
------------------------------------------------------------
Real estate and financial services
 Notes payable and commercial
  paper (Note 11)                         245          338
 Long-term debt (Notes 12 and 13)       1,537        1,753
 Other liabilities                        251          274
 Commitments and contingencies
  (Note 14)
------------------------------------------------------------
                                        2,033        2,365
------------------------------------------------------------
    Total liabilities                   8,992        8,767
------------------------------------------------------------
Shareholders' interest (Note 16):
 Common shares: authorized
  400,000,000 shares, issued
  206,072,890 shares,
  $1.25 par value                         258          258
 Other capital                            407          415
 Cumulative translation adjustment        (93)         (90)
 Retained earnings                      4,372        4,226
 Treasury common shares, at cost:
  7,736,601 and 7,302,878                (340)        (323)
------------------------------------------------------------
    Total shareholders' interest        4,604        4,486
------------------------------------------------------------
    Total liabilities and
    shareholders' interest            $13,596      $13,253
============================================================

55

CONSOLIDATED STATEMENT OF CASH FLOWS

-----------------------------------------------------------------------------------------------------------------------------
                                                                                                       Real Estate and
For the three-year period                 Consolidated              Weyerhaeuser Company             Financial Services
ended December 29, 1996           -------------------------------------------------------------------------------------------
Dollar amounts in millions            1996     1995     1994       1996      1995      1994         1996      1995      1994
-----------------------------------------------------------------------------------------------------------------------------
Cash flows provided by operations:
 Net earnings (loss)               $   463  $   799  $   589    $   434   $   981   $   576      $    29   $  (182)  $    13
Non-cash charges to income:
 Depreciation, amortization
  and fee stumpage                     617      621      534        601       580       504           16        41        30
 Deferred income taxes, net            181      103      127        121       183       115           60       (80)       12
 Charge for impairment of
  long-lived assets                     --      290       --         --        --        --           --       290        --
Changes in working capital:
 Accounts receivable                    67      (33)    (125)        75       (60)     (126)          (8)       27         1
 Inventories, prepaid expenses,
  real estate and land                  68     (159)      (6)       (30)     (148)      (12)          98       (11)        6
 Mortgage notes held for sale and
  mortgage loans receivable             19      (18)     360         --        --        --           19       (18)      360
 Other liabilities                    (113)    (102)     198        (86)      (82)      272          (27)      (20)      (74)
(Gain) loss on disposition
 of assets                               1       43       10          8        43        15           (7)       --        (5)
Other                                   (5)      12       (7)        20        14       (20)         (25)       (2)       13
-----------------------------------------------------------------------------------------------------------------------------
Net cash provided by operations      1,298    1,556    1,680      1,143     1,511     1,324          155        45       356
-----------------------------------------------------------------------------------------------------------------------------
Cash flows from investing in
 the business:
 Property and equipment               (829)    (928)  (1,061)      (820)     (915)   (1,047)          (9)      (13)      (14)
 Timber and timberlands                (50)     (68)     (41)       (50)      (68)      (41)          --        --        --
 Property and equipment and timber
  and timberlands from acquisitions   (448)     (77)      --       (448)      (77)       --           --        --        --
 Mortgage securities acquired           (4)     (13)     (64)        --        --        --           (4)      (13)      (64)
 Proceeds from sale of:
  Property and equipment (Note 15)      74       19       44         61        19        20           13        --        24
  Businesses                            --       --       14         --        --        --           --        --        14
  Mortgage securities                  106       25      139         --        --        --          106        25       139
 Other                                 (13)     204     (297)       (52)      (50)      (49)          39       254      (248)
-----------------------------------------------------------------------------------------------------------------------------
Net cash flows from investing in
 the business                       (1,164)    (838)  (1,266)    (1,309)   (1,091)   (1,117)         145       253      (149)
-----------------------------------------------------------------------------------------------------------------------------
Cash flows from financing
 activities:
 Sale of debentures and notes          142      723      174         12       583        22          130       140       152
 Sale of industrial revenue bonds       33      150      134         33       150       134           --        --        --
 Notes and commercial paper
  borrowings, net                      534     (439)    (143)       637      (159)      (83)        (103)     (280)      (60)
 Cash dividends on common shares      (317)    (306)    (247)      (317)     (306)     (247)          --        --        --
 Payments on debentures, notes,
  bank credit agreements,capital
  leases and CMO bonds                (513)    (661)    (362)      (174)     (480)      (49)        (339)     (181)     (313)
 Purchase of treasury common shares    (45)    (379)      --        (45)     (379)       --           --        --        --
 Exercise of stock options              20       19       16         20        19        16           --        --        --
 Other                                  (1)      (4)      (2)        (1)       (4)       (2)          --        --        --
-----------------------------------------------------------------------------------------------------------------------------
Net cash flows from financing
 activities                           (147)    (897)    (430)       165      (576)     (209)        (312)     (321)     (221)
-----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash
 and short-term investments            (13)    (179)     (16)        (1)     (156)       (2)         (12)      (23)      (14)
Cash and short-term investments at
 beginning of year                      84      263      279         34       190       192           50        73        87
-----------------------------------------------------------------------------------------------------------------------------
Cash and short-term investments at
 end of year                       $    71  $    84  $   263    $    33   $    34   $   190      $    38   $    50   $    73
=============================================================================================================================
Cash paid during the year for:
 Interest, net of
  amount capitalized               $   322  $   302  $   279    $   255   $   236   $   201      $    67   $    66   $    78
=============================================================================================================================
 Income taxes                      $   168  $   332  $   141    $   188   $   346   $    92      $   (20)  $   (14)  $    49
=============================================================================================================================

See notes on pages 59 through 77.

56

Consolidated Statement of Shareholders' Interest

----------------------------------------------------------------
For the three-year period ended
 December 29, 1996
Dollar amounts in millions               1996     1995     1994
----------------------------------------------------------------
Common stock issued:
 Balance at end of year                $  258   $  258   $  258
----------------------------------------------------------------
Other capital:
 Balance at beginning of year             415      416      411
 Stock options exercised                   (8)      (3)       5
 Other transactions (net)                  --        2       --
----------------------------------------------------------------
 Balance at end of year                   407      415      416
----------------------------------------------------------------
Cumulative translation adjustment:
 Balance at beginning of year             (90)    (107)     (73)
 Translation adjustment                    (3)      17      (34)
----------------------------------------------------------------
 Balance at end of year                   (93)     (90)    (107)
----------------------------------------------------------------
Retained earnings:
 Balance at beginning of year           4,226    3,733    3,391
 Net earnings                             463      799      589
 Cash dividends on common shares         (317)    (306)    (247)
----------------------------------------------------------------
 Balance at end of year                 4,372    4,226    3,733
----------------------------------------------------------------
Common stock held in treasury:
 Balance at beginning of year            (323)     (10)     (21)
 Purchases of treasury common shares      (45)    (379)      --
 Stock options exercised                   28       22       11
 Used in acquisition of capital assets     --       44       --
----------------------------------------------------------------
 Balance at end of year                  (340)    (323)     (10)
----------------------------------------------------------------
Total shareholders' interest:
 Balance at end of year               $ 4,604  $ 4,486  $ 4,290
================================================================
Shares of common stock (in thousands):
 Issued at end of year                206,073  206,073  206,073
----------------------------------------------------------------
 In treasury:
  Balance at beginning of year          7,303      455      984
  Purchases of treasury common shares   1,086    8,494       --
  Stock options exercised                (642)    (648)    (529)
  Used in acquisition of
   capital assets                         (10)    (998)      --
----------------------------------------------------------------
  Balance at end of year                7,737    7,303      455
----------------------------------------------------------------
  Outstanding at end of year          198,336  198,770  205,618
================================================================

See notes on pages 59 through 77.

57

NOTES TO FINANCIAL STATEMENTS

For the three-year period ended December 29, 1996

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The consolidated financial statements include the accounts of Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. Significant intercompany transactions and accounts are eliminated.

Certain of the consolidated financial statements and notes to financial statements are presented in two groupings: (1) Weyerhaeuser Company (Weyerhaeuser, or the company), which is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, and (2) real estate and financial services, which includes Weyerhaeuser Real Estate Company (WRECO), which is involved in real estate development and con-struction, and Weyerhaeuser Financial Services, Inc. (WFS), whose principal subsidiary is Weyerhaeuser Mortgage Company (WMC). GNA Corporation, a subsidiary of WFS, was sold in April 1993.

NATURE OF OPERATIONS

The company's principal business segments, which account for the majority of sales, earnings and the asset base, are:

. Timberlands and wood products, which is engaged in the management of 5.3 million acres of company-owned forestland in the United States and 22.9 million acres of forestland in Canada under long-term licensing arrangements (of which 15 million acres are considered to be productive forestland) and the production of a full line of solid wood products that are sold primarily through the company's own sales organizations to wholesalers, retailers and industrial users in North America, the Pacific Rim and Europe.

. Pulp, paper and packaging, which manufactures and sells pulp, newsprint, paper, paperboard and containerboard in North American, Pacific Rim and European markets, and packaging products for the domestic markets, and which operates an extensive wastepaper recycling system that serves company mills and worldwide markets.

FISCAL YEAR-END

The company's fiscal year ends on the last Sunday of the year. Fiscal year 1995 had 53 weeks, and fiscal years 1996 and 1994 had 52 weeks.

ACCOUNTING PRONOUNCEMENTS IMPLEMENTED

In 1995, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," which requires companies to change what they disclose about their employee stock-based compensation plans, recommends that they change the accounting for these plans to a fair-value based method and requires those companies that do not change their accounting to disclose what their earnings and earnings per share would have been if they had changed. The company will continue to account for these plans using the method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25 and has conformed to the disclosure requirements of SFAS No. 123 for fiscal years 1995 and 1996. Note 17 discusses the company's stock-based compensation plan relative to the requirements of SFAS No. 123.

PROSPECTIVE ACCOUNTING PRONOUNCEMENTS

In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to provide accounting and reporting guidance for transfers and servicing of financial assets and extinguishments of liabilities. The statement uses the "financial- components approach" in which, after a transfer of financial assets, an entity would recognize all financial assets and services it controls and all liabilities it has incurred and remove financial assets and liabilities from the balance sheet when control is surrendered or when they are extinguished, respectively. It is to be applied to transfers and servicing of financial assets and extinguishment of liabilities occurring after December 31, 1996. This statement will supersede several previous statements, including SFAS No. 122, "Accounting for Mortgage Servicing Rights -- an amendment of FASB Statement No. 65," which the company had implemented in 1995. In 1996, the FASB issued SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125 -- an amendment of FASB Statement No. 125," which deferred for one year the effective date of certain provisions. The company believes that the future adoption of these statements will not have a significant impact on results of operations or financial position.

58

NET EARNINGS PER COMMON SHARE

Net earnings per common share are based on the weighted average number of common shares outstanding during the respective periods. Average common equivalent shares (stock options) outstanding have not been included, as the computation would not be dilutive. Weighted average common shares outstanding were 198,318,000, 203,525,000 and 205,543,000 for the years ended December 29, 1996, December 31, 1995, and December 25, 1994, respectively.

ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

The company has, where appropriate, estimated the fair value of financial instruments. These fair value amounts may be significantly affected by the assumptions used, including the discount rate and estimates of cash flow. Accordingly, the estimates presented are not necessarily indicative of the amounts that could be realized in a current market exchange. Where these estimates approximate carrying value, no separate disclosure of fair value is shown.

Financial instruments that potentially subject the company to concentrations of credit risk consist primarily of mortgage notes held for sale or investment and mortgage loans receivable, of which $417 million and $457 million are in the western geographical region of the United States at December 29, 1996, and December 31, 1995, respectively.

DERIVATIVES

The company has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are used to manage well-defined interest rate and foreign exchange risks. These include:

. Foreign exchange contracts, which are hedges for foreign denominated accounts receivable and accounts payable, have gains or losses recognized at settlement date.

. Interest rate swaps entered into with major banks or financial institutions in which the company pays a fixed rate and receives a floating rate with the interest payments being calculated on a notional amount. The premiums received by the company on the sale of these swaps are treated as deferred income and amortized against interest expense over the term of the agreements.

. Hedging transactions entered into by the company's mortgage banking subsidiary to protect both the completed loan inventory and loans in process against changes in interest rates. The financial instruments used to manage interest rate risk are forward sales commitments, interest rate futures and options. Hedging gains and losses realized during the commitment and warehousing period are deferred to the extent of unrealized gains on the related mortgage loans held for sale.

The company is exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments but does not expect any counterparties to fail to meet their obligations. The company deals only with highly rated counterparties. The notional amounts of these derivative financial instruments are $807 million and $891 million at December 29, 1996, and December 31, 1995, respectively. These notional amounts do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to the company through its use of derivatives. The exposure in a derivative contract is the net difference between what each party is required to pay based on the contractual terms against the notional amount of the contract, such as interest rates or exchange rates. The use of derivatives does not have a significant effect on the company's results of operations or its financial position.

CASH AND SHORT-TERM INVESTMENTS

For purposes of cash flow and fair value reporting, short-term investments with original maturities of 90 days or less are considered as cash equivalents. Short-term investments are stated at cost, which approximates market.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (LIFO) method is used to cost the majority of domestic raw materials, in process and finished goods inventories. LIFO inventories were $296 million and $305 million at December 29, 1996, and December 31, 1995, respectively. The balance of domestic raw material and product inventories, all materials and supplies inventories, and all foreign inventories is costed at either the first-in, first-out (FIFO) or moving average cost methods. Had the FIFO method been used to cost all inventories, the amounts at which product inventories are stated would have been $239 million and $267 million greater at December 29, 1996, and December 31, 1995, respectively.

PROPERTY AND EQUIPMENT

The company's property accounts are maintained on an individual asset basis. Betterments and replacements of major units are capitalized. Maintenance, repairs and minor replacements are expensed. Depreciation is

59

provided generally on the straight-line or unit-of-production method at rates based on estimated service lives. Amortization of logging railroads and truck roads is provided generally as timber is harvested and is based upon rates determined with reference to the volume of timber estimated to be removed over such facilities.

The cost and related depreciation of property sold or retired is removed from the property and allowance for depreciation accounts and the gain or loss is included in earnings.

TIMBER AND TIMBERLANDS

Timber and timberlands are carried at cost less fee stumpage charged to disposals. Fee stumpage is the cost of standing timber and is charged to fee timber disposals as fee timber is harvested, lost as the result of casualty or sold. Depletion rates used to relieve timber inventory are determined with reference to the net carrying value of timber and the related volume of timber estimated to be recoverable. Timber carrying costs are expensed as incurred. The cost of timber harvested is included in the carrying values of raw material and product inventories, and in the cost of products sold as these inventories are disposed of.

ACCOUNTS PAYABLE

The company's banking system provides for the daily replenishment of major bank accounts as checks are presented for payment. Accordingly, there were negative book cash balances of $164 million and $149 million at December 29, 1996, and December 31, 1995, respectively. Such balances result from outstanding checks that had not yet been paid by the bank and are reflected in accounts payable in the consolidated balance sheets.

INCOME TAXES

Deferred income taxes are provided to reflect temporary differences between the financial and tax bases of assets and liabilities using presently enacted tax rates and laws.

PENSION PLANS

The company has pension plans covering most of its employees. The U.S. plan covering salaried employees provides pension benefits based on the employee's highest monthly earnings for five consecutive years during the final 10 years before retirement. Plans covering hourly employees generally provide benefits of stated amounts for each year of service. Contributions to U.S. plans are based on funding standards established by the Employee Retirement Income Security Act of 1974 (ERISA).

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

In addition to providing pension benefits, the company provides certain health care and life insurance benefits for some retired employees and accrues the expected future cost of these benefits for its current eligible retirees and some employees. All of the company's salaried employees and some hourly employees may become eligible for these benefits when they retire.

RECLASSIFICATIONS

Certain reclassifications have been made to conform prior years' data to the current format.

REAL ESTATE AND FINANCIAL SERVICES

Real estate held for sale is stated at the lower of cost or fair value. The determination of fair value is based on appraisals and market pricing of comparable assets, when available, or the discounted value of estimated future cash flows from these assets. Real estate held for development is stated at cost to the extent it does not exceed the estimated undiscounted future net cash flows, in which case, it is carried at fair value.

In 1995, the company implemented SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which requires companies to change their method of valuing long-lived assets. The company's decision to accelerate the disposition of certain real estate assets previously held for development and use along with the implementation of this pronouncement resulted in a $290 million charge to operations in the third quarter of 1995. The majority of the charge was a direct result of the company's decision to accelerate the disposition of those assets. The remainder of the charge resulted from the application of those provisions of SFAS No. 121 relating to the valuation of assets held for future use where estimated undiscounted future cash flows from those assets did not exceed the carrying value of those assets.

The company's evaluation of each asset first considered the availability of appraisal information, then comparable sales information, and finally discounted estimated cash flows. Because appraisal information was very limited for the assets evaluated, the majority of the assets were valued based upon comparable sales data or discounted estimated cash flows. The discount rate considered applicable market conditions and risks associated with each asset. In those cases where a discount rate was used, it was 20 percent. Subsequent sales have demonstrated that the valuation assumptions used were reasonable. The company is continuing with its original plans to dispose of most of the affected assets over a two-year period. The carrying value of the affected assets at December 29, 1996, and December 31, 1995, was approximately $141 million and $291 million, respectively.

Prior to its implementation of SFAS No. 121, the company recorded its inventory, assets held for development and for sale, at the lower of cost or net realizable value. Net realizable value was determined based upon the estimated selling price in the ordinary

60

course of business less estimated costs of completion to include holding costs during construction and costs of disposal. If carrying cost exceeded net realizable value, a valuation allowance was provided.

The company's financial services businesses are engaged in the mortgage banking industry, hold mortgage-backed certificates and other financial instruments pledged as collateral for collateralized mortgage obligation (CMO) bonds, and also offer insurance services (see Note 12).

The company's mortgage banking business was servicing mortgage loans, which had an aggregated principal balance of approximately $4.4 billion at December 29, 1996.

Mortgage notes held for sale are stated at the lower of cost or market, which is computed by the aggregate method (unrealized losses are offset by unrealized gains).

Mortgage-backed certificates are carried at par value, adjusted for any unamortized discount or premium. Management's intent is to hold these certificates until maturity. These certificates and other financial instruments are pledged as collateral for the CMO bonds and are held by banks as trustees. Principal and interest collections are used to meet the interest payments and reduce the outstanding principal balance of the bonds.

The CMO bonds are the obligation of the issuer, and neither the company nor any affiliated company has guaranteed or is otherwise obligated with respect to the bonds. They are carried at amortized cost. Discounts and premiums are amortized using a method that approximates the effective interest method over their estimated lives.

NOTE 2. FOREIGN OPERATIONS AND EXPORT SALES

The following net assets, net sales and earnings before income taxes, related to operations outside the United States, principally Canada, are included in the company's consolidated financial statements:

----------------------------------------------------------------
Dollar amounts           December 29,  December 31, December 25,
in millions                     1996          1995         1994
----------------------------------------------------------------
Net assets:
 Working capital             $   160       $    72      $    29
 Timber-cutting rights             5             2            2
 Property and equipment, net     930           894          826
 Other assets                     35            40           42
----------------------------------------------------------------
                               1,130         1,008          899
Other liabilities               (262)         (253)        (235)
----------------------------------------------------------------
Net assets                   $   868       $   755      $   664
================================================================

------------------------------------------------------------------
Dollar amounts in millions                 1996     1995     1994
------------------------------------------------------------------
Net sales                               $ 1,316  $ 1,582  $ 1,390
------------------------------------------------------------------
Earnings before income taxes:
  Foreign entities                      $   106  $   392  $   268
  U.S. entities with foreign activity         5       18       23
------------------------------------------------------------------

The company is engaged in the sale of products for export from the United States. These sales consist principally of pulp, newsprint, paperboard, containerboard, logs, lumber and wood chips to Japan; pulp, containerboard, lumber and plywood to Europe; and logs to China and Korea. The following table compares the company's export sales from the United States to customers in Japan and elsewhere with its total net sales and revenues.

-----------------------------------------------------------------
Dollar amounts in millions                1996     1995     1994
-----------------------------------------------------------------
Export sales from the United States:
 Customers in Japan                    $ 1,185  $ 1,173  $ 1,034
 Customers outside Japan                   573      763      506
-----------------------------------------------------------------
  Total export sales                     1,758    1,936    1,540
-----------------------------------------------------------------
Total net sales and revenues           $11,114  $11,788  $10,398
=================================================================

61

NOTE 3. OTHER INCOME (EXPENSE), NET

Other income (expense), net, is an aggregation of both recurring and occasional non-operating income and expense items and, as a result, may fluctuate from period to period. No individual income or expense item for the three-year period ended December 29, 1996, was significant in relation to net earnings.

NOTE 4. INCOME TAXES

Earnings before income taxes are comprised of the following:

----------------------------------------------------------------
Dollar amounts in millions            1996     1995     1994
----------------------------------------------------------------
Domestic earnings                   $  614   $  852   $  652
Foreign earnings                       106      392      268
----------------------------------------------------------------
                                    $  720   $1,244   $  920
================================================================

Provisions for income taxes include the following:

------------------------------------------------------------------
Dollar amounts in millions                1996     1995     1994
------------------------------------------------------------------
Federal:
 Current                                $   41   $  177   $   84
 Deferred                                  166       92      114
------------------------------------------------------------------
                                           207      269      198
------------------------------------------------------------------
State:
 Current                                     2       31       17
 Deferred                                   16        4        7
------------------------------------------------------------------
                                            18       35       24
------------------------------------------------------------------
Foreign:
 Current                                    33      134      103
 Deferred                                   (1)       7        6
------------------------------------------------------------------
                                            32      141      109
------------------------------------------------------------------
                                        $  257   $  445   $  331
==================================================================

A reconciliation between the federal statutory tax rate and the company's effective tax rate follows:

------------------------------------------------------------------
                                                1996  1995  1994
------------------------------------------------------------------
Statutory tax on income                          35%   35%    35%
State income taxes, net of federal tax benefit    2     2      2
All other, net                                   (1)   (1)    (1)
------------------------------------------------------------------
Effective income tax rate                        36%   36%    36%
==================================================================

The net deferred income tax (liabilities) assets include the following components:

-----------------------------------------------------------------
Dollar amounts                           December 29, December 31,
in millions                                   1996         1995
-----------------------------------------------------------------
Current (included in
 prepaid expenses)                        $     84     $     75
Noncurrent                                  (1,324)      (1,196)
Real estate and financial services
 (included in other assets)                     12           72
-----------------------------------------------------------------
Total                                     $ (1,228)    $ (1,049)
=================================================================

62

The deferred tax (liabilities) assets are comprised of the following:

-----------------------------------------------------------------
Dollar amounts                        December 29,  December 31,
in millions                               1996          1995
-----------------------------------------------------------------
Depreciation                          $ (1,303)     $ (1,220)
Depletion                                 (143)         (115)
Capitalized interest and taxes --
 real estate development                   (76)          (77)
Other                                     (178)         (140)
-----------------------------------------------------------------
Total deferred tax (liabilities)        (1,700)       (1,552)
-----------------------------------------------------------------
Pension and retiree health care            125           121
Charges for impairment of
 long-lived assets                          56            93
Environmental and other reserves            17            50
Alternative minimum tax credit
 carryforward                               46            20
Other                                      228           219
-----------------------------------------------------------------
Total deferred tax assets                  472           503
-----------------------------------------------------------------
                                      $ (1,228)     $ (1,049)
=================================================================

As of December 29, 1996, the company has available approximately $46 million of alternative minimum tax credit carryforward, which does not expire, and foreign tax credit carryforwards of $1 million, $4 million, $1 million and $1 million expiring in 1998, 1999, 2000 and 2001, respectively.

The company intends to reinvest undistributed earnings of certain foreign subsidiaries; therefore, no U.S. taxes have been provided. These earnings totaled approximately $792 million at the end of 1996. While it is not practicable to determine the income tax liability that would result from repatriation, it is estimated that withholding taxes payable upon repatriation would approximate $47 million.

NOTE 5. PENSION PLANS

Net annual pension cost (income) includes the following components:

-----------------------------------------------------------------
Dollar amounts in millions                1996     1995     1994
-----------------------------------------------------------------
Service cost-benefits earned during
 the period                             $   49   $   37   $   43
Interest cost on projected
 benefit obligation                        111      104       96
Actual return on plan assets              (414)    (466)      (9)
Net amortization and deferrals             254      323     (121)
Pension expense due to sales,
 closures and other                          2       --       --
-----------------------------------------------------------------
                                        $    2   $   (2)  $    9
=================================================================

The assumptions used were as follows:

-----------------------------------------------------------------
                                              1996   1995   1994
-----------------------------------------------------------------
Discount rate                                 7.75%  7.75%  8.75%
Rate of increase in compensation levels        4.5%   4.5%   4.5%
Expected long-term rate of return
 on plan assets                               11.5%  11.5%  11.5%
-----------------------------------------------------------------

63

The following table sets forth the plans' funded status and amounts recognized in the company's consolidated balance sheet for its U.S. and Canadian pension plans:

----------------------------------------------------------------------
                     December 29, 1996           December 31, 1995
                 -------------------------  --------------------------
                   Assets     Accu-           Assets     Accu-
                   Exceed   mulated           Exceed   mulated
                    Accu-  Benefits            Accu-  Benefits
Dollar amounts    mulated    Exceed          mulated    Exceed
in millions      Benefits    Assets  Total  Benefits    Assets  Total
----------------------------------------------------------------------
 Accumulated
  benefit
  obligation:
  Vested           $1,337  $    17  $1,354   $ 1,254    $  28  $1,282
  Non-vested           29       --      29        27       --      27
----------------------------------------------------------------------
                   $1,366  $    17  $1,383   $ 1,281    $  28  $1,309
======================================================================
 Projected benefit
  obligation       $1,498  $    30  $1,528   $ 1,413    $  34  $1,447
 Fair value of
  plan assets      (1,933)     (22) (1,955)   (1,627)     (24) (1,651)
 Unrecognized
  prior service
  cost                (58)     (10)    (68)      (57)     (12)    (69)
 Unrecognized
  net gain            539        2     541       316        5     321
 Unrecognized net
  transition asset     27       (1)     26        32       (2)     30
----------------------------------------------------------------------
 Accrued/(prepaid)
  pension cost     $   73  $    (1)  $  72   $    77    $   1  $   78
======================================================================

The assets of the U.S. and Canadian pension plans, as of December 29, 1996, and December 31, 1995, consist of a highly diversified mix of equity, fixed income and real estate securities.

Approximately 1,740 employees are covered by union administered multi-employer pension plans to which the company makes negotiated contributions based generally on fixed amounts per hour per employee. Contributions to these plans were $5 million in 1996, $7 million in 1995 and $7 million in 1994.

NOTE 6. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The company sponsors defined benefit postretirement plans for its U.S. employees that provide medical and life insurance coverage as follows:

. Two salaried retiree medical plans that cover substantially all salaried employees who retire under the company's retirement plan and their spouses. Plan I covers those retired or eligible to retire as of January 1, 1990, and provides full health coverage. Plan II includes those salaried employees not eligible for Plan I, under which the company provides a fixed dollar amount per year of service toward the premium, with the retiree paying the remainder. The company reserves the right to revise the fixed dollar amount.

. An hourly retiree medical plan that covers approximately 3,600 active hourly employees and their spouses. For some, the coverage stops at age 65, while others have lifetime coverage. In some units the retiree must pay a portion of the premium, while in others the company pays the full cost. There are approximately 1,800 retired hourly employees and their spouses currently covered under these programs.

. A salaried retiree life insurance plan that starts at 80 percent of salary at retirement and reduces to six thousand dollars in 20 percent increments. Approximately 4,400 persons who are retired or were eligible to retire as of December 31, 1991, are subject to a different schedule.

. An hourly retiree life insurance plan in which approximately 11,000 active hourly employees are eligible and approximately 2,000 hourly retirees have coverage. Most of these are covered by fixed dollar amount coverage that is graded down after retirement. Some units have pay-related insurance on which the company pays the full cost.

Weyerhaeuser sponsors various defined contribution plans for U.S. salaried and hourly employees. The basis for determining plan contributions varies by plan. The amounts charged to operations and contributed to the plans for participating employees were $32 million and $28 million in 1996 and 1995, respectively.

The company sponsors three defined benefit and two defined contribution postretirement plans for its Canadian employees that provide medical and life insurance. Collectively, 310 retired employees are covered and 281 active employees are eligible for coverage in these five plans as of year-end 1996.

64

The following table sets forth the U.S. and Canadian plans' combined accrued postretirement benefit obligation as of December 29, 1996, and December 31, 1995:

-----------------------------------------------------------------
Dollar amounts                        December 29,  December 31,
in millions                                  1996          1995
-----------------------------------------------------------------
Accumulated postretirement
 benefit obligation:
 Retirees:
  Health                                   $  102        $  119
  Life                                         25            22
 Fully eligible and other active
  plan participants:
  Health                                       86            87
  Life                                         14            12
-----------------------------------------------------------------
                                              227           240
Unrecognized actuarial gain                    31             9
-----------------------------------------------------------------
Accrued postretirement benefit obligation  $  258        $  249
=================================================================

Net annual postretirement benefit costs included the following components:

----------------------------------------------------------------
Dollar amounts in millions               1996     1995     1994
----------------------------------------------------------------
Service cost benefits attributed to
service during the period:
 Health                                  $  4     $  3     $  4
 Life                                       1       --        1
Interest cost on accumulated
postretirement benefit obligation:
 Health                                    13       16       16
 Life                                       3        3        2
Amortization of gain -- health             (1)      (1)      --
----------------------------------------------------------------
Net postretirement benefit cost          $ 20     $ 21     $ 23
================================================================

For measurement purposes, a 10.5, 8.5 and 8.0 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 1994, 1995 and 1996, respectively. Beginning in 1997, the rate is assumed to decrease by 0.5 percent annually to a level of 5.5 percent for the year 2001 and all years thereafter. The effect of a one percent increase in the assumed health care cost trend rates would increase the accumulated postretirement benefit obligation as of December 29, 1996, by 10.3 percent, and the aggregate of the service and interest cost components of net annual postretirement benefit cost for 1996 by 12.9 percent.

Other assumptions used were as follows:

-----------------------------------------------------------------
                                              1996   1995  1994
-----------------------------------------------------------------
Discount rate                                 7.75%  7.75%  8.5%
Rate of increase in compensation levels:
 Salaried                                      4.5%   4.5%  4.5%
 Hourly                                        3.0%   3.0%  3.0%
-----------------------------------------------------------------

NOTE 7. INVENTORIES

------------------------------------------------------------------
Dollar amounts                          December 29,  December 31,
in millions                                  1996          1995
------------------------------------------------------------------
Logs and chips                           $    120      $    173
Lumber, plywood and panels                    148           135
Pulp, newsprint and paper                     202           158
Containerboard, paperboard and packaging      108           107
Other products                                146           117
Materials and supplies                        277           270
----------------------------------------------------------------
                                         $  1,001      $    960
================================================================

65

NOTE 8. PROPERTY AND EQUIPMENT

----------------------------------------------------------------
Dollar amounts                        December 29,  December 31,
in millions                                  1996          1995
----------------------------------------------------------------
Property and equipment, at cost:
 Land                                    $    158      $    167
 Buildings and improvements                 1,686         1,582
 Machinery and equipment                    9,713         9,253
 Rail and truck roads and other               596           615
----------------------------------------------------------------
                                           12,153        11,617
Less allowance for depreciation
 and amortization                           5,146         4,900
----------------------------------------------------------------
                                        $   7,007      $  6,717
================================================================

NOTE 9. REAL ESTATE IN PROCESS OF DEVELOPMENT AND FOR SALE

Properties held by the company's real estate and financial services businesses include:

-----------------------------------------------------------------
Dollar amounts                          December 29,  December 31,
in millions                                 1996          1995
-----------------------------------------------------------------
Dwelling units                            $   198       $   234
Residential lots                              264           212
Commercial lots                               135           136
Commercial projects                            31           125
Acreage                                        49            68
Other inventories                               3             1
-----------------------------------------------------------------
                                          $   680       $   776
=================================================================

NOTE 10. ACCRUED LIABILITIES

-------------------------------------------------------------------
Dollar amounts                          December 29,  December 31,
in millions                                  1996          1995
-------------------------------------------------------------------
Payroll -- wages and salaries,
 incentive awards, retirement
 and vacation pay                         $   279       $   265
Taxes -- Social Security and real
 and personal property                         57            50
Interest                                       79            82
Accrued income taxes                           51           117
Other                                         196           193
-----------------------------------------------------------------
                                          $   662       $   707
=================================================================

66

NOTE 11. SHORT-TERM DEBT

BORROWINGS

Real estate and financial services short-term borrowings were $245 million with a weighted average interest rate of 4.7 percent at December 29, 1996, and $338 million with a weighted average interest rate of 4.3 percent at December 31, 1995.

LINES OF CREDIT

The company has short-term bank credit lines that provide for borrowings of up to the total amount of $375 million and $725 million, all of which was available to the company, WRECO and WMC at December 29, 1996, and December 31, 1995, respectively. No portion of these lines has been availed of by the company, WRECO or WMC at December 29, 1996, or December 31, 1995. None of the entities referred to herein is a guarantor of the borrowings of the others.

WMC has short-term special credit lines that provide for borrowings of up to $230 million at December 29, 1996, and December 31, 1995. Borrowings against these lines were $54 million and $115 million as of December 29, 1996, and December 31, 1995, respectively.

NOTE 12. LONG-TERM DEBT

DEBT

Weyerhaeuser long-term debt, including the current portion, is as follows:

-------------------------------------------------------------------
Dollar amounts                          December 29,  December 31,
in millions                                  1996          1995
-------------------------------------------------------------------
8 3/8% debentures due 2007                 $  150        $  150
7.50% debentures due 2013                     250           250
7.25% debentures due 2013                     250           250
7 1/8% debentures due 2023                    250           250
9.05% notes due 2003                          200           200
7.28% note                                     --            40
8 1/2% debentures due 2025                    300           300
7.95% debentures due 2025                     250           250
Industrial revenue bonds, rates from
 2.45% (variable) to 10.0% (fixed),
 due 1997-2028                                746           717
Medium-term notes, rates from
 6.43% to 8.91%, due 1997-2005                313           428
Commercial paper/credit agreements            889           252
Other                                          28            21
-------------------------------------------------------------------
                                           $3,626        $3,108
===================================================================
Portion due within one year                $   80        $  125
===================================================================

Long-term debt maturities during the next five years are (millions):

----------------------------------------------------------------
1997                                                     $  80
1998                                                        10
1999                                                       974
2000                                                        99
2001                                                        78
----------------------------------------------------------------

67

Real estate and financial services long-term debt, including the current portion, is as follows:

-------------------------------------------------------------------
Dollar amounts                           December 29,  December 31,
in millions                                   1996          1995
-------------------------------------------------------------------
Notes payable, unsecured; weighted
 average interest rates
 are approximately 6.4% and 7.3%            $  735        $  780
Bank and other borrowings, unsecured;
 weighted average interest rates are
 approximately 5.5% and 5.7%                   380           505
Notes payable, secured; weighted average
 interest rate is approximately 8.5%            41            46
Collateralized mortgage obligation bonds       133           159
Commercial paper/credit agreement              248           263
-------------------------------------------------------------------
                                            $1,537        $1,753
===================================================================
Portion due within one year                 $  723       $   145
===================================================================

Long-term debt maturities during the next five years are (millions):

-----------------------------------------------------------------
1997                                                        $723
1998                                                         179
1999                                                         127
2000                                                         126
2001                                                         172
-----------------------------------------------------------------

LINES OF CREDIT

At December 29, 1996, the company's lines of credit include a five-year competitive advance and revolving credit facility agreement entered into in 1994 with a group of banks that provides for borrowings of up to the total amount of $1.55 billion, all of which can be availed of by the company, and $1 billion, which can be availed of by WMC. Borrowings are at LIBOR or other such interest rates as mutually agreed to between the borrower and lending banks.

At December 29, 1996, and December 31, 1995, WMC had $25 million and $35 million, respectively, outstanding against a one-year evergreen credit commitment entered into in 1990.

WMC has a revolving credit agreement with a bank to provide for: (1) borrowings of up to $35 million for two years at prime rate, LIBOR or such other rate as may be agreed upon by WMC and the banks, (2) a commitment fee based on the unused credit, and (3) conversion of the note as of July 1, 1999, to a five-year term loan payable in equal quarterly installments. At December 29, 1996, there was no portion outstanding, while at December 31, 1995, $20 million was outstanding under this revolving credit agreement.

WFS has a revolving credit agreement that provides for: (1) borrowings of up to $450 million at December 29, 1996, and $525 million at December 31, 1995, at LIBOR or other such rates as may be agreed upon by WFS and the banks, and (2) a commitment fee on the unused portion of the credit. $355 million and $450 million were outstanding under this facility at December 29, 1996, and December 31, 1995, respectively. To the extent that these credit commitments expire more than one year after the balance sheet date and are unused, an equal amount of commercial paper is classifiable as long term debt. Amounts so classified are shown in the tables in this note.

No portion of these lines has been availed of by the company, WRECO, WMC or WFS at December 29, 1996, or December 31, 1995, except as noted.

The company's compensating balance agreements were not significant.

68

NOTE 13. FAIR VALUE OF FINANCIAL INSTRUMENTS

------------------------------------------------------------------
                               December 29, 1996 December 31, 1995
                               ----------------- -----------------
                                 Carrying  Fair   Carrying   Fair
Dollar amounts in millions         Value   Value    Value   Value
------------------------------------------------------------------
Weyerhaeuser:
 Financial liabilities:
  Long-term debt (including
  current maturities)             $3,626 $3,809    $3,108  $3,469
------------------------------------------------------------------
Real estate and financial services:
 Financial assets:
  Mortgage notes held for sale       334    335       332     332
  Mortgage loans receivable          133    126       155     138
  Mortgage-backed certificates and
   other pledged financial
   instruments                       154    165       185     193
 Financial liabilities:
  Long-term debt (including
   current maturities)             1,537  1,553     1,753   1,792
------------------------------------------------------------------

The methods and assumptions used to estimate fair value of each class of financial instruments for which it is practicable to estimate that value are as follows:

. Long-term debt, including real estate and financial services, is estimated based on quoted market prices for the same issues or on the discounted value of the future cash flows expected to be paid using incremental rates of borrowing for similar liabilities.

. Mortgage notes held for sale are estimated using the quoted market prices for securities backed by similar loans adjusted for differences in loan characteristics. The estimated fair value is net of related hedge instruments, which were estimated based upon quoted market prices for securities.

. Mortgage loans receivable are estimated based on the discounted value of estimated future cash flows using current rates for loans with similar terms and risks.

. Mortgage-backed certificates and other pledged financial instruments are estimated using the quoted market prices for securities backed by similar loans and restricted deposits held at cost.

NOTE 14. LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS

On November 2, 1992, an action was filed against the company in the Circuit Court for the First Judicial District of Hinds County, Mississippi, on behalf of a purported class of riparian property owners in Mississippi and Alabama whose properties are located on the Tennessee Tombigbee Waterway, Aliceville Lake, Cedar Creek and the Magoway Creek. The complaint seeks $1 billion in compensatory and punitive damages for diminution in property value, personal injuries and mental anguish allegedly resulting from the discharge of purported hazardous substances, including dioxins and furans, by the company's pulp and paper mill in Columbus, Mississippi, and the alleged fraudulent concealments of such discharge. The complaint also seeks an injunction prohibiting future releases and the removal of hazardous substances allegedly released in the past. On August 20, 1993, a companion action was filed in Greene County, Alabama, on behalf of a similar purported class of riparian owners with essentially the same claims as the Mississippi case. By order dated April 5, 1995, venue of the Alabama action was transferred to Sumter County, Alabama. On January 20, 1995, the court in the Alabama action certified a class of all persons who, as of the date the action commenced, were riparian owners, lessees and licensees of properties located on the Tennessee Tombigbee Waterway in Greene, Sumter, Pickens and Marengo counties, Alabama, and Lowndes and Noxubee counties, Mississippi, to determine whether the company is liable to the members of the class for compensatory and/or punitive damages and to determine the amount of punitive damages, if any, to be awarded to the class as a whole. By order dated April 12, 1995, as orally amended on February 1, 1996, the geographical boundaries of the class were amended to run from below the Columbus mill's wastewater discharge pipe to just above the confluence of the Black Warrior River and the Tennessee Tombigbee Waterway. The class is estimated to range from approximately 1,000 to 1,500 members. In late July 1996, the company reached an agreement to settle both the Mississippi action and the Alabama action for $2.5 million. The agreement is subject to the approval of the court in the Alabama action.

In November 1996, an action was filed against the company in Superior Court for King County, Washington, on behalf of a purported class of all individuals and entities that own property in the United States on which exterior hardboard siding manufactured

69

by the company has been installed since 1980. The action alleges the company has manufactured and distributed defective hardboard siding and has breached express warranties and consumer protection statutes in its sale of hardboard siding. The action seeks compensatory damages, including prejudgment interest, and seeks damages for the cost of replacing siding that rots subsequent to the entry of any judgment. In January 1997, an action was filed, also in Superior Court for King County, Washington, on behalf of a purported class of all individuals, proprietorships, partnerships, corporations and other business entities in the United States on whose homes, condominiums, apartment complexes or commercial buildings hardboard siding manufactured by the company has been installed. The action alleges the company has breached express and implied warranties in its sale of hardboard siding and also has violated the Consumer Protection Act of the state of Washington. The action seeks damages, prejudgment interest, costs and reasonable attorney fees. The company is a defendant in approximately fifteen other hardboard siding cases, one of which purports to be a class action on behalf of purchasers of single- or multi-family residences in Nebraska that contain the company's hardboard siding.

ENVIRONMENTAL

It is the company's policy to accrue for environmental remediation costs when it is determined that it is probable that such an obligation exists and the amount of the obligation can be reasonably estimated. Based on currently available information and analysis, the company believes that it is reasonably possible that costs associated with all identified sites may exceed current accruals by amounts that may prove insignificant or that could range, in the aggregate, up to approximately $120 million over several years. This estimate of the upper end of the range of reasonably possible additional costs is much less certain than the estimates upon which accruals are currently based, and utilizes assumptions less favorable to the company among the range of reasonably possible outcomes. In estimating both its current accruals for environmental remediation and the possible range of additional future costs, the company has assumed that it will not bear the entire cost of remediation of every site to the exclusion of other known potentially responsible parties who may be jointly and severally liable. The ability of other potentially responsible parties to participate has been taken into account, based generally on each party's financial condition and probable contribution on a per-site basis. No amounts have been recorded for potential recoveries from insurance carriers.

The company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that the ultimate outcome resulting from these proceedings and matters, including those described above, would not have a material effect on the company's current financial position, liquidity or results of operations; however, in any given future reporting period, such proceedings or matters could have a material effect on results of operations.

OTHER ITEMS

The company's capital expenditures, excluding acquisitions, have averaged about $912 million in recent years but are expected to approximate $750 million in 1997; however, the 1997 expenditure level could be increased or decreased as a consequence of future economic conditions.

During the normal course of business, the company's real estate and financial services subsidiaries have entered into certain financial commitments comprised primarily of agreements to fund up to $159 million in mortgage loans at fixed and floating prices, guarantees made on $56 million of partnership borrowings, and limited recourse obligations associated with $1.1 billion of sold mortgage loans. The fair value of the recourse on these loans is estimated to be $7 million, which is based upon market spreads for sales of similar loans without recourse or estimates of the credit risk of the associated recourse obligation.

NOTE 15. PROCEEDS FROM SALE OF PROPERTY AND EQUIPMENT

In 1996, the company sold its Klamath Falls, Oregon, hardboard, particleboard and plywood manufacturing operations; 600,000 acres of predominantly pine timberlands; and its nursery and seed orchard facilities. Proceeds from the sale of the property and equipment in this transaction amounted to $33 million. The resulting gain on this transaction was not material to the company's pretax income. The timberlands portion of this transaction involved a like-kind exchange for other timberlands, primarily private commercial timberlands in southeastern Louisiana and southern Mississippi previously owned by Cavenham Forest Industries.

70

NOTE 16. SHAREHOLDERS' INTEREST

PREFERRED AND PREFERENCE SHARES

The company is authorized to issue:

. 7,000,000 preferred shares having a par value of $1.00 per share, of which none were issued and outstanding at December 29, 1996, and December 31, 1995; and

. 40,000,000 preference shares having a par value of $1.00 per share, of which none were issued and outstanding at December 29, 1996, and December 31, 1995.

The preferred and preference shares may be issued in one or more series with varying rights and preferences including dividend rates, redemption rights, conversion terms, sinking fund provisions, values in liquidation and voting rights. When issued, the outstanding preferred and preference shares rank senior to outstanding common shares as to dividends and assets available on liquidation.

The company has reserved but not issued 2,000,000 shares of cumulative preference shares, fourth series, for the exercise of the rights described under the Shareholder Rights Plan.

SHAREHOLDER RIGHTS PLAN

In December 1986, the company adopted, and in February 1989 amended, a Shareholder Rights Plan (the "Plan") and declared a dividend distribution of 0.6667 right on each outstanding common share. Each right entitles its holder to purchase after the distribution date and until December 1996 one one-hundredth of a share of the company's cumulative preference shares, fourth series, at a price of $70, subject to adjustment. The distribution date is the earlier of 20 business days after the announcement that a person or group has acquired 20 percent or more of Weyerhaeuser's outstanding common shares or 20 business days after a person or group commences a tender or exchange offer that could result in the person or group owning 20 percent or more of the company's outstanding common shares. Following the distribution date, if anyone owning 20 percent or more of the company's outstanding common shares merges with the company, with the company as the survivor, and the company's common shares are not changed or exchanged, or engages in certain self-dealing transactions with the company, or if an event occurs that results in such 20 percent owner's interest being increased by more than one percent (e.g., a reverse stock split), or if anyone acquires 30 percent or more of the company's outstanding common shares, each right holder, other than such person or group, will be able, upon payment of the right's exercise price, to acquire shares of the company's common stock or other securities or assets having an aggregate market value equal to twice the right's purchase price. If, after the company announces that someone owns 20 percent or more of the company's outstanding common shares, the company is acquired in a merger or other business combination, and the company is not the survivor, or the company engages in a merger or other business combination transaction in which the company is the surviving corporation but the company's common shares are changed or exchanged, or if 50 percent of the company's earning power or assets is sold in one or several related transactions, each right holder, other than any 20 percent shareholder, will receive shares of the acquiring company's common stock having a market value equal to twice the right's exercise price. Subject to certain time periods and conditions, the Plan may be amended and the rights may be redeemed at a price of $.05 per right, subject to adjustment. The Plan terminated, in accordance with its provisions, in December 1996.

NOTE 17. STOCK-BASED COMPENSATION PLAN

The company's Long-Term Incentive Compensation Plan (the "Plan") was approved at the 1992 Annual Meeting of Shareholders. The Plan provides for the purchase of the company's common stock at its market price on the date of grant by certain key officers and other employees of the company and its subsidiaries who are selected from time to time by the Compensation Committee of the Board of Directors. No more than 10 million shares may be issued under the Plan. The term of options granted under the Plan may not exceed 10 years from the grant date. Grantees are 25 percent vested after one year, 50 percent after two years, 75 percent after three years, and 100 percent after four years.

71

The company accounts for all options under APB Opinion No. 25 and related interpretations, under which no compensation has been recognized. Had compensation costs for the Plan been determined consistent with SFAS No. 123, net income and earnings per share would have been reduced to the following pro forma amounts:

-------------------------------------------------------------
                                              1996     1995
-------------------------------------------------------------
Net income (in millions):
 As reported                                  $463     $799
 Pro forma                                     454      791
Earnings per share:
 As reported                                 $2.34    $3.93
 Pro forma                                    2.29     3.88
--------------------------------------------------------------

Because the SFAS No. 123 method of accounting has not been applied to options granted prior to fiscal year 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants:

--------------------------------------------------------------
                                             1996        1995
--------------------------------------------------------------
Risk-free interest rate                      5.81%       7.47%
Expected life                            6.4 years  6.4 years
Expected volatility                         25.61%      26.27%
Expected dividend yield                      3.48%       4.05%
--------------------------------------------------------------

Changes in the number of shares subject to option are summarized as follows:

--------------------------------------------------------------
                                         1996    1995    1994
--------------------------------------------------------------
Shares (in thousands):
 Outstanding, beginning of year         5,972   5,687   5,177
 Granted                                1,222   1,155   1,312
 Exercised                                925     859     623
 Forfeited                                 26      11     178
 Expired                                   --      --       1
--------------------------------------------------------------
 Outstanding, end of year               6,243   5,972   5,687
--------------------------------------------------------------
 Exercisable, end of year               5,022   4,817   4,375
--------------------------------------------------------------
Weighted average
 exercise price:
 Outstanding, beginning of year        $38.17  $36.27  $32.32
 Granted                                45.94   39.47   47.53
 Exercised                              32.11   27.34   28.06
 Forfeited                              43.46   40.10   33.16
 Expired                                   --      --   19.96
 Outstanding, end of year               40.56   38.17   36.27
Weighted average grant date
 fair value of options                  11.40   10.41     N/A
--------------------------------------------------------------

871 of the 6,243 options outstanding at December 29, 1996, have exercise prices between $20 and $35, with a weighted average exercise price of $25.29 and a weighted average remaining contractual life of 3.24 years. All of these options are exercisable. The remaining 5,372 options have exercise prices between $35 and $49, with a weighted average exercise price of $43.04 and a weighted average remaining contractual life of 7.32 years. 4,150 of these options are exercisable; their weighted average exercise price is $42.18.

NOTE 18. BUSINESS SEGMENTS

The company is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products. The four principal business segments are timberlands and wood products (including softwood lumber, plywood and veneer; composite panels; oriented strand board; logs; chips; timber; doors; hardwood lumber and plywood; and treated products); pulp, paper and packaging (including pulp, newsprint, paper, containerboard, paperboard, packaging, recycling and chemicals); real estate development and construction; and financial services.

The timber-based businesses involve a high degree of integration among timber operations; building materials conversion facilities; and pulp, newsprint, paper, container board and paperboard primary manufacturing and secondary conversion facilities, including extensive transfers of raw materials, semi- finished materials and end products between and among these groups. Accounting for segment profitability involves allocations of joint raw materials and conversion costs and the use of transfer prices that attempt to approximate current market values.

72

The following table sets forth an analysis of the company's operations by the four principal business segments:

-----------------------------------------------------------------
Dollar amounts
in millions                               1996     1995     1994
-----------------------------------------------------------------
Sales to and revenues from
 unaffiliated customers:
 Timberlands and wood products         $ 5,240  $ 4,931  $ 4,992
 Pulp, paper and packaging               4,648    5,682    4,066
 Real estate                               804      723      911
 Financial services                        205      196      206
 Corporate and other                       217      256      223
-----------------------------------------------------------------
                                        11,114   11,788   10,398
                                       --------------------------
Intersegment sales and revenues:
 Timberlands and wood products             322      558      357
 Pulp, paper and packaging                  88      168       82
 Corporate and other                        35       33       31
-----------------------------------------------------------------
                                           445      759      470
                                       --------------------------
Total sales and revenues                11,559   12,547   10,868
Eliminations                              (445)    (759)    (470)
-----------------------------------------------------------------
                                       $11,114  $11,788  $10,398
=================================================================
Approximate contribution (charge) to
 earnings (1)(2):
 Timberlands and wood products         $   805  $   808  $ 1,034
 Pulp, paper and packaging                 307    1,181      211
 Real estate                                35     (231)       7
 Financial services                          8      (46)      11
 Corporate and other                      (183)    (217)    (142)
-----------------------------------------------------------------
                                           972    1,495    1,121
Interest expense                          (338)    (347)    (315)
Less capitalized interest                   86       96      114
-----------------------------------------------------------------
Earnings before income taxes               720    1,244      920
Income taxes                              (257)    (445)    (331)
-----------------------------------------------------------------
                                        $  463  $   799  $   589
=================================================================
Depreciation, amortization and
 fee stumpage:
 Timberlands and wood products         $   227  $   211  $   189
 Pulp, paper and packaging                 355      350      302
 Real estate                                 4        5        7
 Financial services                         12       36       23
 Corporate and other                        19       19       13
-----------------------------------------------------------------
                                       $   617  $   621  $   534
=================================================================
Capital expenditures (including
 acquisitions):
 Timberlands and wood products         $   866  $   508  $   257
 Pulp, paper and packaging                 415      562      794
 Real estate                                 2       10       10
 Financial services                          7        3        4
 Corporate and other                        37       36       37
-----------------------------------------------------------------
                                       $ 1,327  $ 1,119  $ 1,102
=================================================================
Assets:
 Timberlands and wood products         $ 3,658  $ 2,940  $ 2,713
 Pulp, paper and packaging               6,721    6,797    6,283
 Real estate                             1,578    1,543    1,716
 Financial services                      1,050    1,362    1,730
 Corporate and other                     1,184    1,151    1,439
-----------------------------------------------------------------
                                        14,191   13,793   13,881
Eliminations                              (595)    (540)    (723)
-----------------------------------------------------------------
                                       $13,596  $13,253  $13,158
=================================================================

(1) 1995 "approximate contribution to earnings" includes special charges of $232 million and $58 million for real estate and financial services, respectively, to dispose of certain real estate assets.

(2) Interest expense of $67 million, $64 million and $76 million in 1996, 1995 and 1994, respectively, is included in the determination of "approximate contribution to earnings" for financial services.

73

NOTE 19. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

--------------------------------------------------------------------
Dollar amounts
in millions except          First   Second   Third  Fourth
per-share figures          Quarter  Quarter Quarter Quarter  Year
--------------------------------------------------------------------
Net sales:
 1996                      $2,605  $2,886  $2,852  $2,771  $11,114
 1995 (1)                   2,686   3,009   3,037   3,056   11,788
Operating income:
 1996                         287     262     286     235    1,070
 1995 (2)                     419     482     247     455    1,603
Earnings before
 income taxes:
 1996                         222     161     187     150      720
 1995 (2)                     328     386     149     381    1,244
Net earnings:
 1996                         142     103     120      98      463
 1995 (2)                     207     246      95     251      799
Net earnings per
 common share:
 1996                         .72     .52     .60     .50     2.34
 1995 (2)                    1.00    1.21     .47    1.25     3.93
Dividends per common share:
 1996                         .40     .40     .40     .40     1.60
 1995                         .30     .40     .40     .40     1.50
Market prices -- high/low:
 1996           49 1/2 - 39 15/16
                          49 7/8 - 41 3/4
                                  48 1/4 - 39 1/2
                                          48 1/8 - 43 7/8
                                                   49 7/8 - 39 1/2
 1995             42 5/8 - 36 7/8
                          47 3/8 - 37 1/2
                                  50 3/8 - 44 3/4
                                              48 - 40 7/8
                                                   50 3/8 - 36 7/8
------------------------------------------------------------------

(1) 1995 net sales of $2,745, $3,074 and $3,112 as previously reported in Form 10-Q for the first, second and third quarters, respectively, have been revised to properly reflect the recording of intercompany sales and related cost of sales.

(2) 1995 third quarter results include a special pretax charge of $290 million, or $184 million after-tax ($.90 per common share), to dispose of certain real estate assets.

74

NOTE 20. HISTORICAL SUMMARY

---------------------------------------------------------------------------------------------------------------------------------
Dollar amounts
in millions except
per-share figures            1996    1995    1994    1993    1992      1991      1990     1989     1988     1987     1986
---------------------------------------------------------------------------------------------------------------------------------
Per common share:
 Net earnings (loss) from
  continuing operations,
  before extraordinary
  item and effect of
  accounting changes:     $  2.34    3.93    2.86    2.58    1.83      (.50)     1.87     1.56     2.68     2.12     1.27
 Extraordinary item (2)   $    --      --      --     .25      --        --        --       --       --       --       --
 Effect of accounting
  changes                 $    --      --      --      --      --      (.30)       --       --       --       --       --
                          -------------------------------------------------------------------------------------------------------
 Net earnings (loss)      $  2.34    3.93    2.86    2.83    1.83      (.80)     1.87     1.56     2.68     2.12     1.27
                          =======================================================================================================
 Dividends paid           $  1.60    1.50    1.20    1.20    1.20      1.20      1.20     1.20     1.15      .90      .87
 Shareholders' interest
  (end of year)           $ 23.21   22.57   20.86   19.34   17.85     17.25     19.21    18.55    18.14    16.54    14.82
Financial position:
 Total assets:
  Weyerhaeuser            $10,968  10,359   9,750   9,087   8,566     7,551     7,556    7,371    6,983    6,418    5,889
  Real estate and
   financial services     $ 2,628   2,894   3,408   3,670   9,720     9,435     8,800    8,605    8,401    6,499    5,083
                          -------------------------------------------------------------------------------------------------------
                          $13,596  13,253  13,158  12,757  18,286    16,986    16,356   15,976   15,384   12,917   10,972
                          =======================================================================================================
 Long-term debt (net of
  current portion):
  Weyerhaeuser:
   Long-term debt         $ 3,546   2,983   2,713   2,998   2,659     2,195     2,168    1,502    1,644    1,540    1,412
   Capital lease obli-
    gations               $     2       2      --      --      --        --         7       23       37       51       63
   Convertible subordi-
    nated debentures      $    --      --      --      --     193       193       193       --       --       --       --
   Limited recourse
     income debenture     $    --      --      --      --     188       204       204      204      198      181      172
                          ------------------------------------------------------------------------------------------------------
                          $ 3,548   2,985   2,713   2,998   3,040     2,592     2,572    1,729    1,879    1,772    1,647
                          ======================================================================================================
  Real estate and
   financial services:
    Long-term debt        $   814   1,608   1,873   2,086   2,411     2,421     2,637    2,006    2,318    2,130    1,699
                          =======================================================================================================
 Redeemable preferred and
  preference shares
  (thousands):
  Weyerhaeuser            $    --      --      --      --      --        --        --       --       --       --   14,700
 Shareholders' interest   $ 4,604   4,486   4,290   3,966   3,646     3,489     3,864    4,148    4,044    3,714    3,251
 Percent earned on
  shareholders' interest     10.2%   18.2%   14.3%   15.2%   10.4%     (4.4)%     9.8%     8.3%    14.6%    12.8%     8.4%
Operating results:
 Net sales and revenues:
  Weyerhaeuser            $10,105  10,869   9,281   8,315   7,744     7,167     7,447    8,355    7,861    6,988    5,650
  Real estate and
   financial services     $ 1,009     919   1,117   1,230   1,522     1,606     1,619    1,826    1,467    1,397    1,241
                          ----------------------------------------------------------------------------------------------------
                          $11,114  11,788  10,398   9,545   9,266     8,773     9,066   10,181    9,328    8,385    6,891
                          ====================================================================================================
 Net earnings (loss) from
  continuing operations
  before extraordinary
  item and effect of
  accounting changes:
   Weyerhaeuser           $   434     981     576     459     332       (25)      340      377      516      379      180
   Real estate and
    financial services    $    29    (182)(1)  13      68      40       (76)       54      (36)      50       68       97
                          ----------------------------------------------------------------------------------------------------

                          $   463     799     589     527     372      (101)(3)   394      341(4)   566      447      277
 Extraordinary item (2)   $    --      --      --      52      --        --        --       --       --       --       --
 Effect of accounting
  changes                 $    --      --      --      --      --       (61)       --       --       --       --       --
                          ---------------------------------------------------------------------------------------------------
 Net earnings (loss)      $   463     799     589     579     372      (162)      394      341      566      447      277
                          ===================================================================================================
Statistics (unaudited):
 Number of employees       39,661  39,431  36,665  36,748  39,022     38,669   40,621   45,214   46,976   45,123   41,757
 Salaries and wages       $ 1,494   1,779   1,610   1,585   1,580      1,476    1,531    1,563    1,423    1,277    1,143
 Employee benefits        $   358     408     357     347     323        321      318      325      292      250      225
 Total taxes              $   559     736     618     577     443        173      446      403      511      467      310
 Timberlands (thousands
  of acres):
  U.S. fee ownership        5,326   5,302   5,587   5,512   5,592      5,488    5,592    5,664    5,775    5,813    5,904
  Long-term license
    arrangements           22,863  22,866  17,849  17,845  18,828     13,491   13,491   13,324   13,324   12,064   12,064
 Number of shareholder
  accounts at year-end:
  Common                   22,528  23,446  24,131  25,282  26,334     26,937   28,187   29,847   30,379   32,535   31,682
  Preferred                    --      --      --      --      --         --       --       12       25       26    1,825
  Preference                   --      --      --      --      --         --       --      443      351      106        7
 Average common and common
  equivalent shares
  outstanding (thousands) 198,318 203,525 205,543 204,866 203,373    201,578  203,673  204,331  207,785  202,544  195,456
-----------------------------------------------------------------------------------------------------------------------------

(1) 1995 results reflect a special charge for disposal of certain real estate assets of $290 million less related tax effect of $106 million, or $184 million.

(2) 1993 results reflect an extraordinary net gain as a result of extinguishing certain debt obligations of $86 million less related tax effect of $34 million, or $52 million.

(3) 1991 results reflect restructuring and other charges of $445 million less related tax effect of $162 million, or $283 million.

(4) 1989 results reflect net special items charges of $401 million less related tax effect of $141 million, or $260 million.

75

EXHIBIT 13(b)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the thirteen weeks ended March 30, 1997 or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-4825

WEYERHAEUSER COMPANY

A Washington Corporation                         (IRS Employer Identification
                                                  No. 91-0470860)

                           Tacoma, Washington  98477
                           Telephone (253) 924-2345

Securities registered pursuant to Section 12(b) of the Act:

                                        Name of Each Exchange on
   Title of Each Class                      Which Registered
   -------------------                  ------------------------
Common Shares ($1.25 par value)          Chicago Stock Exchange
                                         New York Stock Exchange
                                         Pacific Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

The number of shares outstanding of the registrant's class of common stock, as of May 2, 1997 was 198,242,115 common shares ($1.25 par value).


Weyerhaeuser Company

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WEYERHAEUSER COMPANY AND SUBSIDIARIES
Index to Form 10-Q Filing

For the Thirteen Weeks Ended March 30, 1997

                                                            Page No.
                                                            --------
Part I.   Financial Information

Item 1.   Financial Statements
            Consolidated Statement of Earnings                   3
            Consolidated Balance Sheet                         4-5
            Consolidated Statement of Cash Flows               6-7
            Notes to Financial Statements                      9-15

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations       16-20

Part II.  Other Information

Item 1.   Legal Proceedings                                   20-22
Item 2.   Changes in Securities                         (not applicable)
Item 3.   Defaults upon Senior Securities               (not applicable)
Item 4.   Submission of Matters to a Vote
          of Security Holders                           (not applicable)
Item 5.   Other Information                             (not applicable)
Item 6.   Exhibits and Reports on Form 8-K                       22

The financial information included in this report has been prepared in conformity with accounting practices and methods reflected in the financial statements included in the annual report (Form 10-K) filed with the Securities and Exchange Commission for the year ended December 29, 1996. Though not examined by independent public accountants, the financial information reflects, in the opinion of management, all adjustments necessary to present a fair statement of results for the interim periods indicated. The results of operations for the thirteen week period ending March 30, 1997 should not be regarded as necessarily indicative of the results that may be expected for the full year.

Signature

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 thereto duly authorized.

WEYERHAEUSER COMPANY

                                     By  /s/ K. J. Stancato
                                        -----------------------------
                                         K. J. Stancato
                                         Duly Authorized Officer and
                                         Principal Accounting Officer

May 9, 1997


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WEYERHAEUSER COMPANY AND SUBSIDIARIES CONSOLIDATED EARNINGS
For the thirteen week periods
ended March 30, 1997 and March 31, 1996
(Dollar amounts in millions except per share figures)

(Unaudited)

                                                     March 30, March 31,
                                                       1997      1996
                                                     --------- ---------
Net sales and revenues:
  Weyerhaeuser                                         $2,394    $2,373
  Real estate and financial services                      214       232
                                                       -------   -------
Net sales and revenues                                  2,608     2,605
                                                       -------   -------

Costs and expenses:
  Weyerhaeuser:
    Costs of products sold                              1,888     1,739
    Depreciation, amortization and fee stumpage           161       142
    Selling, general and administrative expenses          152       178
    Research and development expenses                      13        14
    Taxes other than payroll and income taxes              37        37
    Charge for closure or disposition of facilities        49        --
                                                       -------   -------
                                                        2,300     2,110
                                                       -------   -------

  Real estate and financial services:
    Costs and operating expenses                          153       164
    Depreciation and amortization                           4         5
    Selling, general and administrative expenses           45        37
    Taxes other than payroll and income taxes               2         2
                                                       -------   -------
                                                          204       208
                                                       -------   -------
Total costs and expenses                                2,504     2,318
                                                       -------   -------

Operating income                                          104       287

Interest expense and other:
  Weyerhaeuser:
    Interest expense incurred                              69        65
    Less interest capitalized                               4         6
    Other income (expense), net                            (2)        7
  Real estate and financial services:
    Interest expense incurred                              33        34
    Less interest capitalized                              18        18
    Other income (expense), net                            11         3
                                                       -------   -------
Earnings before income taxes                               33       222
Income taxes (Note 2)                                      12        80
                                                       -------   -------
Net earnings                                           $   21    $  142
                                                       =======   =======

Per common share (Note 1):
  Net earnings                                         $  .10    $  .72
                                                       =======   =======

  Dividends paid                                       $   .40   $   .40
                                                       =======   =======

See Accompanying Notes to Financial Statements


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WEYERHAEUSER COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
March 30, 1997 and December 29, 1996
(Dollar amounts in millions)

                                                    March 30,    Dec. 29,
                                                      1997         1996
                                                   ----------- -----------
                                                   (Unaudited)
Assets
------
Weyerhaeuser
  Current assets:
    Cash and short-term investments (Note 1)          $   38      $    33
    Receivables, less allowances                          954         902
    Inventories (Note 3)                                1,079       1,001
    Prepaid expenses                                      304         289
                                                      -------     -------
      Total current assets                              2,375       2,225

  Property and equipment (Note 4)                       6,887       7,007
  Construction in progress                                445         417
  Timber and timberlands at cost, less fee
    stumpage charged to disposals                       1,078       1,073
  Other assets and deferred charges                       236         246
                                                      -------     -------
                                                       11,021      10,968
                                                      -------     -------

Real estate and financial services
  Cash and short-term investments,
    including restricted deposits                          49          38
  Receivables, less discounts and allowances               88          99
  Mortgage notes held for sale                            410         334
  Mortgage loans receivable                               119         133
  Mortgage-backed certificates and
    other pledged financial instruments                   149         154
  Real estate in process of development
    and for sale                                          693         680
  Land being processed for development                    758         719
  Investments in and advances to joint ventures
    and limited partnerships, less reserves               106         115
  Rental properties, less accumulated depreciation        149         150
  Other assets                                            132         206
                                                      -------     -------
                                                        2,653       2,628
                                                      -------     -------
      Total assets                                    $13,674     $13,596
                                                      =======     =======

See Accompanying Notes to Financial Statements


Weyerhaeuser Company

-5-

                                                    March 30,    Dec. 29,
                                                      1997         1996
                                                   ----------- -----------
                                                   (Unaudited)
Liabilities and shareholders' interest
--------------------------------------
Weyerhaeuser
  Current liabilities:
    Notes payable                                     $    13     $    16
    Current maturities of long-term debt                   61          80
    Accounts payable (Note 1)                             728         725
    Accrued liabilities (Note 5)                          583         662
                                                      -------     -------
      Total current liabilities                         1,385       1,483

  Long-term debt (Note 7)                               3,751       3,546
  Deferred income taxes                                 1,324       1,324
  Deferred pension and other liabilities                  493         493
  Minority interest in subsidiaries                       114         113
  Commitments and contingencies (Note 9)                   --          --
                                                      -------     -------
                                                        7,067       6,959
                                                      -------     -------
Real estate and financial services
  Notes payable and commercial paper                      269         245
  Long-term debt (Note 7)                               1,577       1,537
  Other liabilities                                       215         251
  Commitments and contingencies (Note 9)                   --          --
                                                      -------     -------
                                                        2,061       2,033
                                                      -------     -------
      Total liabilities                                 9,128       8,992
                                                      -------     -------
Shareholders' interest (Note 8)
  Common shares:  authorized 400,000,000 shares,
    issued 206,072,890 shares, $1.25 par value            258         258
  Other capital                                           405         407
  Cumulative translation adjustment                      (101)        (93)
  Retained earnings                                     4,313       4,372
  Treasury common shares, at cost:
    7,483,170 and 7,736,601                              (329)       (340)
                                                      -------     -------
      Total shareholders' interest                      4,546       4,604
                                                      -------     -------

      Total liabilities and shareholders'interest     $13,674     $13,596
                                                      =======     =======


Weyerhaeuser Company

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WEYERHAEUSER COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS

For the thirteen week periods ended March 30, 1997 and March 31, 1996


(Dollar amounts in millions)

(Unaudited)

                                                        Consolidated
                                                     -------------------
                                                     March 30, March 31,
                                                        1997      1996
                                                     --------- ---------
Cash provided by (used for) operations:
 Net earnings                                            $  21     $ 142
 Non-cash charges to income:
  Depreciation, amortization and fee stumpage              165       147
  Deferred income taxes, net                                 7        50
  Charge for closure or disposition of facilities           49        --
 Decrease (increase) in working capital:
  Accounts receivable                                      (48)      (51)
  Inventories, prepaid expenses, real estate
    and land                                              (147)     (134)
  Mortgage notes held for sale and
    mortgage loans receivable                              (60)     (138)
  Accounts payable and accrued liabilities                 (73)     (201)
 Loss on disposition of assets                              11        11
 Loss on disposition of a business                           8        --
 Other                                                      (7)      (20)
                                                         -----     -----
Cash (used for) operations                                 (74)     (194)
                                                         -----     -----
Cash provided by (used for) investing activities:
  Property and equipment                                  (109)     (182)
  Timber and timberlands                                   (20)     (239)
  Mortgage and investment security acquired                 (1)       (2)
  Proceeds from sale of:
    Property and equipment                                   3         2
    Mortgage and investment securities                       6        83
    A business                                              12        --
  Other                                                     24        14
                                                         -----     -----
Cash provided by (used for) investing activities           (85)     (324)
                                                         -----     -----
Cash provided by (used for) financing activities:
  Issuances of debt                                          8         5
  Notes and commercial paper borrowings, net               296       679
  Cash dividends on common shares                          (80)      (79)
  Payments on debt                                         (57)      (66)
  Purchase of treasury common shares                        --       (34)
  Exercise of stock options                                  9         8
  Other                                                     (1)       --
                                                         -----     -----
Cash provided by financing activities                      175       513
                                                         -----     -----
Net increase (decrease) in cash and
  short-term investments                                    16        (5)
Cash and short-term investments at beginning of year        71        84
                                                         -----     -----
Cash and short-term investments at end of period         $  87     $  79
                                                         =====     =====
Cash paid (received) during the period for:
  Interest, net of amount capitalized                    $ 120     $ 116
                                                         =====     =====
  Income taxes                                           $   6     $  90
                                                         =====     =====

See Accompanying Notes to Financial Statements


Weyerhaeuser Company

-7-

                                                                             Real Estate and
                                                         Weyerhaeuser       Financial Services
                                                      -------------------   -------------------
                                                      March 30, March 31,   March 30, March 31,
                                                        1997      1996        1997      1996
                                                      --------- ---------   --------- ---------
Cash provided by (used for) operations:
 Net earnings                                            $   17     $ 137       $   4     $   5
 Non-cash charges to income:
  Depreciation, amortization and fee stumpage               161       142           4         5
  Deferred income taxes, net                                 --        27           7        23
  Charge for closure or disposition of facilities            49        --          --        --
 Decrease (increase) in working capital:
  Accounts receivable                                       (54)       10           6       (61)
  Inventories, prepaid expenses, real estate
    and land                                                (94)     (172)        (53)       38
  Mortgage notes held for sale and
    mortgage loans receivable                                --        --         (60)     (138)
  Accounts payable and accrued liabilities                  (72)     (209)         (1)        8
 Loss on disposition of assets                               11        11          --        --
 Loss on disposition of a business                            8        --          --        --
 Other                                                      (28)       (9)         21       (11)
                                                         ------     -----       -----     -----
Cash (used for) operations                                   (2)      (63)        (72)     (131)
                                                         ------     -----       -----     -----
Cash provided by (used for) investing activities:
  Property and equipment                                   (108)     (181)         (1)       (1)
  Timber and timberlands                                    (20)     (239)         --        --
  Mortgage and investment security acquired                  --        --          (1)       (2)
  Proceeds from sale of:
    Property and equipment                                    3         2          --        --
    Mortgage and investment securities                       --        --           6        83
    A business                                               12        --          --        --
  Other                                                       9        (4)         15        18
                                                         ------     -----       -----     -----
Cash provided by (used for) investing activities           (104)     (422)         19        98
                                                         ------     -----       -----     -----
Cash provided by (used for) financing activities:
  Issuances of debt                                           2         5           6        --
  Notes and commercial paper borrowings, net                208       625          88        54
  Cash dividends on common shares                           (80)      (79)         --        --
  Payments on debt                                          (27)      (46)        (30)      (20)
  Purchase of treasury common shares                         --       (34)         --        --
  Exercise of stock options                                   9         8          --        --
  Other                                                      (1)       --          --        --
                                                         ------     -----       -----     -----
Cash provided by financing activities                       111       479          64        34
                                                         ------     -----       -----     -----
Net increase (decrease) in cash and
  short-term investments                                      5        (6)         11         1
Cash and short-term investments at beginning of year         33        34          38        50
                                                         ------     -----       -----     -----
Cash and short-term investments at end of period         $   38     $  28       $  49     $  51
                                                         ======     =====       =====     =====
Cash paid (received) during the period for:
  Interest, net of amount capitalized                    $  104     $ 100       $  16     $  16
                                                         ======     =====       =====     =====
  Income taxes                                           $   44     $ 107       $ (38)    $ (17)
                                                         ======     =====       =====     =====

See Accompanying Notes to Financial Statements


Weyerhaeuser Company

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Weyerhaeuser Company

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WEYERHAEUSER COMPANY AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

For the thirteen week periods ended March 30, 1997 and March 31, 1996

Note 1: Summary of Significant Accounting Policies

Consolidation

The consolidated financial statements include the accounts of Weyerhaeuser Company and all of its majority-owned domestic and foreign subsidiaries. Significant intercompany transactions and accounts are eliminated.

Certain of the consolidated financial statements and notes to financial statements are presented in two groupings: (1) Weyerhaeuser Company (Weyerhaeuser, or the company), which is principally engaged in the growing and harvesting of timber and the manufacture, distribution and sale of forest products, and (2) real estate and financial services, which includes Weyerhaeuser Real Estate Company (WRECO), which is involved in real estate development and construction, and Weyerhaeuser Financial Services, Inc. (WFS), whose principal subsidiary is Weyerhaeuser Mortgage Company (WMC).

Nature of Operations

The company's principal business segments, which account for the majority of sales, earnings and the asset base, are:

. Timberlands and wood products, which is engaged in the management of 5.3 million acres of company-owned and .3 million acres of leased forestland in the United States and 22.9 million acres of forestland in Canada under long- term licensing arrangements and the production of a full line of solid wood products that are sold primarily through the company's own sales organizations to wholesalers, retailers and industrial users in North America, the Pacific Rim and Europe.

. Pulp, paper and packaging, which manufactures and sells pulp, newsprint, paper, paperboard and containerboard in North American, Pacific Rim and European markets, and packaging products for the domestic markets, and which operates an extensive wastepaper recycling system that serves company mills and worldwide markets.

Accounting Pronouncements Implemented

In 1996, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," to provide accounting and reporting guidance for transfers and servicing of financial assets and extinguishments of liabilities and SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125 -- an amendment of FASB Statement No. 125," which deferred for one year the effective date of certain provisions. The company's adoption of SFAS No. 125 in the first quarter of 1997 did not, and the subsequent adoption of SFAS No. 127 will not, have a significant impact on results of operations or financial position.

In 1996, the American Institute of Certified Public Accountants issued Statement of Position 96-1, "Environmental Remediation Liabilities." This statement, which provides guidance on the recognition and disclosure of environmental liabilities, is effective for fiscal years beginning after December 15, 1996. The adoption of this statement in 1997 first quarter did not have a significant impact on the company's results of operations or financial position.

Prospective Accounting Pronouncements

In 1997 first quarter, the FASB issued the following statements:

. SFAS No. 128, "Earnings per Share," which supersedes APB Opinion No. 15, "Earnings per Share," and is effective for financial statements issued after December 15, 1997. This statement replaces the presentation of primary earnings per share (EPS) with a presentation of basic EPS, which excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS, which is computed similarly to fully diluted EPS pursuant to APB Opinion No. 15, reflects the potential


Weyerhaeuser Company

-10-

dilution that would occur if securities or other contracts to issue common stock were exercised or converted to common stock or resulted in the issuance of common stock that would then share in the earnings of the entity.

If SFAS No. 128 were implemented for the current quarter, the reported EPS would be as follows:

                                                Thirteen Weeks Ended
                                                --------------------
                                                March 30,   March 31,
                                                  1997        1996
                                                ---------   ---------
Basic earnings per share                          $ .10       $ .72
Diluted earnings per share                        $ .10       $ .72

Options to purchase 1,217,350 shares of common stock at $45.94 per share were outstanding during the thirteen week period ended March 31, 1996. These options were not included in the computation of diluted EPS because the options' exercise price was greater than the average market price of common shares during the period.

. SFAS No. 129, "Disclosure of Information about Capital Structure," which is effective for financial statements for periods ending after December 15, 1997, continues the existing requirements to disclose the pertinent rights and privileges of all securities other than common stock, but expands the number of companies subject to portions of its requirements. The company's current capital structure will not require any additional disclosures as a result of this pronouncement.

Net Earnings Per Common Share

Net earnings per common share are based on the weighted average number of common shares outstanding during the respective periods. Average common equivalent shares (stock options) outstanding have not been included, as the computation would not be dilutive. Weighted average common shares outstanding were 198,515,503 and 198,195,035 at March 30, 1997, and March 31, 1996, respectively.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Derivatives

The company has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are used to manage well-defined interest rate and foreign exchange risks. These include:

. Foreign exchange contracts, which are hedges for foreign denominated accounts receivable and payable, have gains or losses recognized at settlement date.

. Interest rate swaps entered into with major banks or financial institutions in which the company pays a fixed rate and receives a floating rate with the interest payments being calculated on a notional amount. The premiums received by the company on the sale of these swaps are treated as deferred income and amortized against interest expense over the term of the agreements.

. Hedging transactions entered into by the company's mortgage banking subsidiary to protect both the completed loan inventory and loans in process against changes in interest rates. The financial instruments used to manage interest rate risk are forward sales commitments, interest rate futures and options. Hedging gains and losses realized during the commitment and warehousing period are deferred to the extent of unrealized gains on the related mortgage loans held for sale.

The company is exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments but does not expect any counterparties to fail to meet their obligations. The company deals only with highly rated counterparties.


Weyerhaeuser Company

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The notional amounts of these derivative financial instruments are $1 billion and $807 million at March 30, 1997, and December 29, 1996, respectively. These notional amounts do not represent amounts exchanged by the parties and, thus, are not a measure of exposure to the company through its use of derivatives. The exposure in a derivative contract is the net difference between what each party is required to pay based on the contractual terms against the notional amount of the contract, such as interest rates or exchange rates. The use of derivatives does not have a significant effect on the company's results of operations or its financial position.

Cash and Short-Term Investments

For purposes of cash flow and fair value reporting, short-term investments with original maturities of 90 days or less are considered as cash equivalents. Short-term investments are stated at cost, which approximates market.

Inventories

Inventories are stated at the lower of cost or market. Cost includes labor, materials and production overhead. The last-in, first-out (LIFO) method is used to cost the majority of domestic raw materials, in process and finished goods inventories. LIFO inventories were $302 million and $296 million at March 30, 1997, and December 29, 1996, respectively. The balance of domestic raw material and product inventories, all materials and supplies inventories, and all foreign inventories is costed at either the first-in, first-out (FIFO) or moving average cost methods. Had the FIFO method been used to cost all inventories, the amounts at which product inventories are stated would have been $236 million and $239 million greater at March 30, 1997, and December 29, 1996, respectively.

Property and Equipment

The company's property accounts are maintained on an individual asset basis. Betterments and replacements of major units are capitalized. Maintenance, repairs and minor replacements are expensed. Depreciation is provided generally on the straight-line or unit-of-production method at rates based on estimated service lives. Amortization of logging railroads and truck roads is provided generally as timber is harvested and is based upon rates determined with reference to the volume of timber estimated to be removed over such facilities.

The cost and related depreciation of property sold or retired is removed from the property and allowance for depreciation accounts and the gain or loss is included in earnings.

Timber and Timberlands

Timber and timberlands are carried at cost less fee stumpage charged to disposals. Fee stumpage is the cost of standing timber and is charged to fee timber disposals as fee timber is harvested, lost as the result of casualty or sold. Depletion rates used to relieve timber inventory are determined with reference to the net carrying value of timber and the related volume of timber estimated to be recoverable. Timber carrying costs are expensed as incurred. The cost of timber harvested is included in the carrying values of raw material and product inventories, and in the costs of products sold as these inventories are disposed of.

Accounts Payable

The company's banking system provides for the daily replenishment of major bank accounts as checks are presented. Accordingly, there were negative book cash balances of $154 million and $164 million at March 30, 1997, and December 29, 1996, respectively. Such balances result from outstanding checks that had not yet been paid by the bank and are reflected in accounts payable in the consolidated balance sheets.

Income Taxes

Deferred income taxes are provided to reflect temporary differences between the financial and tax bases of assets and liabilities using presently enacted tax rates and laws.


Weyerhaeuser Company

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Pension Plans

The company has pension plans covering most of its employees. The U.S. plan covering salaried employees provides pension benefits based on the employee's highest monthly earnings for five consecutive years during the final ten years before retirement. Plans covering hourly employees generally provide benefits of stated amounts for each year of service. Contributions to U.S. plans are based on funding standards established by the Employee Retirement Income Security Act of 1974 (ERISA).

Postretirement Benefits Other Than Pensions

In addition to providing pension benefits, the company provides certain health care and life insurance benefits for some retired employees and accrues the expected future cost of these benefits for its current eligible retirees and some employees. All of the company's salaried employees and some hourly employees may become eligible for these benefits when they retire.

Reclassifications

Certain reclassifications have been made to conform prior years' data to the current format.

Real Estate and Financial Services

Real estate held for sale is stated at the lower of cost or fair value. The determination of fair value is based on appraisals and market pricing of comparable assets, when available, or the discounted value of estimated future cash flows from these assets. Real estate held for development is stated at cost to the extent it does not exceed the estimated undiscounted future net cash flows, in which case, it is carried at fair value.

The company's financial services businesses are engaged in the mortgage banking industry, hold mortgage-backed certificates and other financial instruments pledged as collateral for collateralized mortgage obligation (CMO) bonds, and also offer insurance services.

The company's mortgage banking business was servicing mortgage loans, which had an aggregated principal balance of approximately $4.3 billion and $4.4 billion at March 30, 1997, and December 29, 1996, respectively.

Mortgage notes held for sale are stated at the lower of cost or market, which is computed by the aggregate method (unrealized losses are offset by unrealized gains).

Mortgage-backed certificates are carried at par value, adjusted for any unamortized discount or premium. Management's intent is to hold these certificates until maturity. These certificates and other financial instruments are pledged as collateral for the CMO bonds and are held by banks as trustees. Principal and interest collections are used to meet the interest payments and reduce the outstanding principal balance of the bonds.

The CMO bonds are the obligation of the issuer, and neither the company nor any affiliated company has guaranteed or is otherwise obligated with respect to the bonds. They are carried at amortized cost. Discounts and premiums are amortized using a method that approximates the effective interest method over their estimated lives.


Weyerhaeuser Company

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Note 2: Income Taxes

Provisions for income taxes include the following:        Thirteen Weeks Ended
                                                          --------------------
                                                           March 30, March 31,
Dollar amounts in millions                                   1997      1996
                                                          ---------- ---------
Federal:
  Current                                                   $  3      $ 19
  Deferred                                                     6        50
                                                            ----      ----
                                                               9        69
                                                            ----      ----
State:
  Current                                                     --         3
  Deferred                                                     1         4
                                                            ----      ----
                                                               1         7
                                                            ----      ----
Foreign:
  Current                                                      2         8
  Deferred                                                    --        (4)
                                                            ----      ----
                                                               2         4
                                                            ----      ----
Total                                                       $ 12      $ 80
                                                            ====      ====

Income tax provisions for interim periods are based on the current best estimate of the effective tax rate expected to be applicable for the full year. The effective tax rate reflects anticipated tax credits, foreign taxes and other tax planning alternatives.

For the periods ended March 30, 1997, and March 31, 1996, the company's provision for income taxes as a percent of earnings before income taxes is greater than the 35% federal statutory rate due principally to the effect of state income taxes. The effective tax rates for the thirteen week periods ended March 30, 1997, and March 31, 1996, were 37% and 36%, respectively.

Deferred taxes are provided for the temporary differences between the financial and tax bases of assets and liabilities, applying presently enacted tax rates and laws. The major sources of these temporary differences include depreciable and depletable assets, real estate, restructuring reserves, and pension and retiree health care liabilities.

Note 3: Inventories

                                                      March 30, Dec. 29,
                                                        1997      1996
Dollar amounts in millions                            --------- --------
Logs and chips                                          $  153   $  120
Lumber, plywood and panels                                 176      148
Pulp, newsprint and paper                                  212      202
Containerboard, paperboard and packaging                   112      108
Other products                                             139      146
Materials and supplies                                     287      277
                                                        ------   ------
                                                        $1,079   $1,001
                                                        ======   ======


Weyerhaeuser Company

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Note 4: Property and Equipment

                                                      March 30, Dec. 29,
                                                        1997      1996
Dollar amounts in millions                            --------- --------
Property and equipment, at cost:
  Land                                                 $   159  $   158
  Buildings and improvements                             1,663    1,686
  Machinery and equipment                                9,681    9,713
  Rail and truck roads and other                           596      596
                                                       -------  -------
                                                        12,099   12,153
Less allowance for depreciation
  and amortization                                       5,212    5,146
                                                       -------  -------
                                                       $ 6,887  $ 7,007
                                                       =======  =======

Note 5: Accrued Liabilities

                                                      March 30,   Dec. 29,
                                                        1997        1996
Dollar amounts in millions                            ---------   --------
Payroll - wages and salaries, incentive awards,
  retirement and vacation pay                             $233     $279
Taxes - social security and real
  and personal property                                     65       57
Interest                                                    40       79
Income taxes                                                 5       51
Other                                                      240      196
                                                          ----     ----
                                                          $583     $662
                                                          ====     ====

Note 6: Short-Term Debt

The company has short-term bank credit lines that provide for borrowings of up to the total amount of $375 million, all of which could be availed of by the company, WRECO and WMC at March 30, 1997, and December 29, 1996. No portion of these lines has been availed of by the company, WRECO or WMC at March 30, 1997, and December 29, 1996. None of the entities referred to herein is a guarantor of the borrowings of the others.

WMC has short-term special credit lines that provide for borrowings of up to $230 million at March 30, 1997, and December 29, 1996. Borrowings against these lines were $52 million and $54 million as of March 30, 1997, and December 29, 1996, respectively.

Note 7: Long-Term Debt

The company's lines of credit include a five-year competitive advance and revolving credit facility agreement entered into in 1994 with a group of banks that provides for borrowings of up to the total amount of $1.55 billion, all of which is available to the company, and $1 billion, which is available to WMC. Borrowings are at LIBOR or other such interest rates as mutually agreed to between the borrower and lending banks.

At March 30, 1997, and December 29, 1996, respectively, WMC had $10 million and $25 million outstanding against a one-year evergreen credit commitment of $35 million entered into in 1990.

WMC has a revolving credit agreement with a bank to provide for: (1) borrowings of up to $35 million for two years at prime rate, LIBOR or such other rate as may be agreed upon by WMC and the banks; (2) a commitment fee based on the unused credit; and (3) conversion of the note as of July 1, 1998, to a five-year term loan payable in equal quarterly installments.

-14-

Weyerhaeuser Company

-15-

WFS has a revolving credit facility agreement that provides for: (1) borrowings of up to $375 million and $450 million at March 30, 1997, and December 29, 1996, respectively, at LIBOR or other such rates as may be agreed upon by WFS and the banks; and (2) a commitment fee on the unused portion of the credit facility. $355 million was outstanding under this facility at both March 30, 1997, and December 29, 1996.

To the extent that these credit commitments expire more than one year after the balance sheet date and are unused, an equal amount of commercial paper is classifiable as long-term debt. Amounts so classified are:

                                                      March 30, Dec. 29,
                                                        1997      1996
Dollar amounts in millions                            --------- --------
Weyerhaeuser                                           $1,098      $889
Real estate and financial services                        312       248

No portion of these lines has been availed of by the company, WRECO, WMC or WFS at March 30, 1997, and December 29, 1996, except as noted.

Total interest costs incurred by WRECO are capitalized and will ultimately be accounted for as an element of operating costs.

The company's compensating balance agreements were not significant.

Note 8: Shareholders' Interest

Common shares reserved for stock option plans were 7,211,025 shares at March 30, 1997, and 6,243,102 shares at December 29, 1996.

Note 9: Commitments and Contingencies

The company's capital expenditures, excluding acquisitions, have averaged about $912 million in recent years, but are expected to be approximately $750 million in 1997; however, that expenditure level could be increased or decreased as a consequence of future economic conditions.

The company is a party to legal proceedings and environmental matters generally incidental to its business. Although the final outcome of any legal proceeding or environmental matter is subject to a great many variables and cannot be predicted with any degree of certainty, the company presently believes that the ultimate outcome resulting from these proceedings and matters would not have a material effect on the company's current financial position, liquidity or results of operations; however, in any given future reporting period, such proceedings or matters could have a material effect on results of operations.


Weyerhaeuser Company

-16-

WEYERHAEUSER COMPANY AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Net sales and revenues and earnings before interest expense and income taxes by segment are:

                                                     Thirteen Weeks Ended
                                                     --------------------
                                                     March 30, March 31,
Dollar amounts in millions                              1997      1996
                                                     --------- ----------
Net sales and revenues:
  Timberlands and wood products                        $1,251     $1,116
  Pulp, paper and packaging                             1,106      1,217
  Real estate                                             164        183
  Financial services                                       50         49
  Corporate and other                                      37         40
                                                       ------     ------
                                                       $2,608     $2,605
                                                       ======     ======

Earnings before interest expense and income taxes:
  Timberlands and wood products                        $  171     $  152
  Pulp, paper and packaging (1)                           (43)       162
  Real estate                                               5          7
  Financial services (2)                                    1          3
  Corporate and other (3)                                 (36)       (43)
                                                       ------     ------
                                                       $   98     $  281
                                                       ======     ======

(1) 1997 results include a special charge of $49 million for the consolidation, closure or disposition of certain recycling facilities and the permanent closure of the Longview, Washington corrugated medium machine.
(2) Includes net interest expense of $15 million and $16 million related to the financial services businesses.
(3) 1997 results include income of $10 million from the net effect of interest income from the favorable federal income tax decision related to timber casualty losses incurred in the 1980 eruption of Mount St. Helens, and the loss incurred in the sale of Shemin Nurseries, a wholesale nursery business based in Danbury, Connecticut.

Consolidated Results

Net earnings for the 1997 first quarter were $21 million, or 10 cents per common share, compared with $142 million or 72 cents per common share, in the prior year. Included in the 1997 results was an after tax special charge of $25 million, or 12 cents per common share. This charge reflects the company's ongoing efforts to narrow its portfolio and upgrade the quality of assets in the core businesses. It includes losses from the anticipated consolidation, closure or disposition of certain recycling facilities, the permanent closure of the corrugated medium machine at Longview, Washington and the sale of Shemin Nurseries, a wholesale nursery business based in Danbury, Connecticut. These losses were offset, in part, by interest income from the favorable federal income tax decision related to timber casualty losses incurred in the eruption of Mount St. Helens in 1980.

Consolidated net sales and revenues for the quarter were $2.6 billion, matching those reported in the same quarter a year earlier. Increases in domestic lumber volumes and pricing were offset by weaker log exports and lower pricing in oriented strandboard and most pulp, paper and packaging products.

Timberlands and Wood Products

Operating earnings for the quarter in the timberlands and wood products segment were $171 million, an increase of 13 percent over the $152 million in the 1996 first quarter.

The segment reported net sales of $1.3 billion in the quarter, up from $1.1 billion a year earlier. Softwood lumber showed gains over the first quarter of 1996 with higher volumes and pricing. These gains were offset, in part, by weaker export log markets, which were impacted by the stronger US dollar/Yen exchange rate and lower Japanese housing starts, and by continued weakness in oriented strandboard prices compared to a year ago.


Weyerhaeuser Company

-17-

Third party sales and total production volumes for the major products in this segment for the thirteen weeks ended March 30, 1997, and March 31, 1996, are as follows:

                                     Third Party Sales     Total Production
                                     -------------------  -------------------
                                       Thirteen Weeks       Thirteen Weeks
                                           Ended                Ended
                                     -------------------  -------------------
                                     March 30, March 31,  March 30, March 31,
Products (in millions)                 1997      1996       1997      1996
----------------------