ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 12, 2012, the Company's Board of Directors approved changes to the
following terms and conditions applicable to grants to Company executive
officers under the Weyerhaeuser Company 2004 Long Term Incentive Plan:
(a) Terms and Conditions of Stock Options awarded under the Weyerhaeuser
Company 2004 Long Term Incentive Plan ;
(b) Terms and Conditions of Restricted Stock awarded under the Weyerhaeuser
Company 2004 Long Term Incentive Plan; and
(c) Terms and Conditions of Performance Shares awarded under the Weyerhaeuser
Company 2004 Long Term Incentive Plan.
The changes were effective January 1, 2013. Copies of the documents are attached
hereto as Exhibits 10.1, 10.2 and 10.3, to which reference is made for a full
statement of their terms and provisions.