AMENDMENT

TO

FEE DEFERRAL PLAN FOR

DIRECTORS OF WEYERHAEUSER COMPANY

(Amended and Restated Effective December 31, 2010)

The Fee Deferral Plan for Directors of Weyerhaeuser Company (Amended and Restated Effective December 31, 2010) (the “Plan”) is hereby amended, effective January 1, 2012, as follows:

1.      Section 4(d)(iii) is amended by deleting the phrase “but shall not be entitled to the election provided in Subparagraph 6(d)” from the end thereof.

2.      Section 6(c) of the Plan is amended to read as follows:

“(c)      Payments .

“(i)      Effective January 1, 2012, payment with respect to any Stock Equivalent Deferrals credited to a Director's account who consents to the change shall be made the in fo