20081235 Ver 1_More Info Received_20121213

08 - I -�3S
DEPARTMENT OF THE ARMY
WILMINGTON DISTRICT, CORPS OF ENGINEERS
Washington Regulatory Field Office
2407 W 5d' Street
Washington, North Carolina 27889
IN REPLY REFER TO
December 12, 2012
Regulatory Division
ORM ID SAW- 2012 -00645 / Brice Creek Wetland Mitigation Bank
SEE DISTRIBUTION
Dear Colleague:
This correspondence is in reference to the Brice Creek Wetland Mitigation Bank that is being
developed by the Weyerhaeuser NR Company, on property located off of U.S. Highway 70 and
east of Catfish Lake Road, (N 34.945192 / W - 76.968006) between New Bern and Havelock, in
the community of Croatan, in Craven County, North Carolina. The purpose of this letter is to
notify you of the Corps' decision regarding the draft mitigation banking instrument (MBI),
entitled, Brice Creek Wetland Mitigation Bank dated August 2012.
Pursuant to 33 CFR Part 332.8(8), I am notifying you that the Corps has completed its review
of the subject document and intends to approve the MBI. If no IRT member objects to this
decision in accordance with the formal dispute resolution process described in 33 CFR Part
332.8(e), I will promptly notify the bank sponsor of this approval and arrange for the MBI to be
signed by the appropriate parties.
Thank you again for your time and cooperation. The Wilmington District is committed to
providing the highest level of support to the public. To help us ensure we continue to do so,
please complete the Customer Satisfaction Survey located at our website at
ft://rep,ulatory.usacespLiLey.com/. If you have any questions, please contact
Raleigh Bland at the Washington Regulatory Field Office, telephone [phone].
Sincerely,
L4
�i ati
`^ David M. Lekson, P.W.S.
%Chief, Washington Regulatory Field Office
r--3(74c=adc�
Enclosure I I DEC 1 3 2012

DISTRIBUTION:
Copies Furnished (with enclosure):
Mr. Jeffrey Garnett
Wetlands and Marine Regulatory Section
Water Protection Division - Region IV
United States Environmental Protection Agency
61 Forsyth Street, S.W.
Atlanta, Georgia 30303
Mr. Ron Sechler
National Marine Fisheries Service
Habitat Conservation Division
101 Pivers Island Road
Beaufort, North Carolina 28516
Mr. Pete Benjamin
United States Fish and Wildlife Service
Ecological Services - Raleigh Field Office
Post Office Box 33726
Raleigh, North Carolina 27636 -3726
Mr. Travis Wilson
North Carolina Wildlife Resources Commission
Habitat Conservation Program
1718 Highway 56 West
Creedmoor, North Carolina 27522
Mr. Ian McMillan
Division of Water Quality
North Carolina Department of Environment
and Natural Resources
Mail Service Center 1650
Raleigh, North Carolina 27699 -1650
Mr. Steve Sollod
Division of Coastal Management
North Carolina Department of Environment
and Natural Resources
1638 Mail Service Center
Raleigh, North Carolina 27699 -1638
2

Copy Furnished (without enclosure):
Mr. Doug Hughes
Weyerhaeuser NR Company
211 Armstrong Road
Columbia, MS 39429
Mr. Christian Preziosi
Land Management Group, Inc.
Post Office Box 2522
Wilmington, North Carolina 28402
3

LMG
LAND MANAGEMENT GROUP nwc.
Environmental Consultants
December 10, 2012
Mr. Raleigh Bland
US Army Corps of Engineers
Washington Regulatory Field Office
2407 West Fifth Street
Washington, NC 27889
RE: Brice Creek Wetland Mitigation Bank — MBI Package
ORM ID SAW 2008 - 02310; NC DWQ # 20081235
Dear Raleigh:
RECEIVED
DEC 11 2012
U.S. ARMY CORPS ENG
Washington Regulatory Fld Ofc
Land Management Group, Inc. (LMG) is pleased to submit copies of the final Mitigation Banking
Instrument (MBI) with supporting appendices for the Brice Creek Wetland Mitigation Bank located in
Craven County, North Carolina (8 -digit HUC 03020204). Per your request, we are forwarding nine (9)
copies to your attention for distribution to members of the Interagency Review Team (IRT).
Please note that with this submittal, we are also providing a revised page 13 of the Mitigation Plan. This
page has been revised based upon comments received from your office regarding the Geographic Service
Area (GSA). No other revisions have been made to the Mitigation Plan.
If you have any questions or comments regarding the enclosed MBI and revised page 13 of the Mitigation
Plan, please telephone me at 910 -452 -0001 or email me at [e-mail]. We look forward to
working with you and the other members of the IRT for the implementation of the Brice Creek Wetland
Mitigation Bank.
Sincerely,
Oil
Christian Prezios
Section Manager
Inc.
encl. MBI Package
Revised p. 13 of Mitigation Plan
cc. Doug Hughes, Weyerhaeuser
so pcm
ova
www.lmgroup.net • [e-mail] • Phone: [phone] • Fax: [phone]
3805 Wrightsville Ave., Suite 15, Wilmington, NC 28403 • P.O. Box 2522, Wilmington, NC 28402

D. Geographic Service Area
The Brice Creek Mitigation Bank site is located within the Middle Atlantic Coastal Plain ( Ecoregion 63) as
defined by Griffith et al. (2002) "Ecoregions of North Carolina" (refer to Appendix A). This ecoregion
encompasses the areas defined as the `Carolina Flatwoods' and 'Nonriverine Swamps and Peatlands'.
These areas commonly occur along nearly level, poorly drained areas in the outer Coastal Plain including
the Lower Neuse River (Hydrologic Unit Code 03020204) and the Bogue -Cone Sounds Unit (Hydrologic Unit
Code 03020106).
The Geographic Service Area (GSA) is the designated area wherein a bank can be reasonably be expected
to provide appropriate compensation for impacts to similar wetland and/or other stream or aquatic functions.
However, use of the Brice Creek Wetland Mitigation Bank for compensatory mitigation in adjacent HUCs will
be permissible on a case -by -case determination.
The restored wetlands of the Bank site will provide for the re- establishment of functions typical for non -
riparian weflands of the Coastal Plain of North Carolina. These functions include: (1) nutrient
removal1transformation; (2) surface water storage /floodflow attenuation; (3) sediment/pollutant capture and
retention; (4) groundwater discharge and recharge; and (5) wildlife habitat. Use of the Brice Creek Wetland
Mitigation Bank will provide for suitable replacement of functions of non - riparian wetland types commonly
occurring throughout the GSA. Based upon the documented presence of similarly occurring wetland habitats
outside of the designated GSA, the use of the Brice Creek Wetland Mitigation Bank for compensatory
mitigation of impacts occurring beyond the defined limits of the GSA may be considered and approved
provided it is deemed preferable to other mitigation alternatives identified during Section 404 /401 permitting.
fOID
C1��' G
OE
to C�Ryty
Brice Creek Wetland Mitigation Bank (Craven County, North Carolina) 13
Mitigation Plan — August 2012

oF� O
AGREEMENT TO ESTABLISH THE
BRICE CREEK WETLAND MITIGATION BANK 4i k, O�pSE
IN CRAVEN COUNTY, NORTH CAROLINA
(USACE Action ID No. SAW- 2008 - 02310) lc
This Mitigation Banking Instrument (MBI) is made and entered into on the _ day of
, 2012, by the Weyerhaeuser NR Company hereinafter Sponsor, and the U. S. Army
Corps of Engineers (Corps), and each of the following agencies, upon its execution of this MBI,
the Environmental Protection Agency (EPA), the U.S. Fish and Wildlife Service (FWS), the
National Marine Fisheries Service (NMFS), the North Carolina Wildlife Resources Commission
(NCWRC), the North Carolina Division of Coastal Management (NCDCM), and the North
Carolina Division of Water Quality (NCDWQ). The Corps, together with the State and Federal
agencies that execute this MBI, are hereinafter collectively referred to as the Interagency Review
Team (IRT).
WHEREAS the purpose of this agreement is to establish a mitigation bank (Bank) providing
compensatory mitigation for unavoidable wetland impacts separately authorized by Section 404
Clean Water Act permits and /or Section 10 of the Rivers and Harbors Act permits in appropriate
circumstances;
WHEREAS the Sponsor is the record owner of that certain parcel of land containing
approximately 636 acres located in Craven County, North Carolina, described in the Brice Creek
Wetland Mitigation Bank - Mitigation Plan (August 2012 Mitigation Plan — Appendix A), and as
shown on the attached survey (Appendix B);
WHEREAS the agencies comprising the IRT agree that the site, totaling 636 acres (Appendix
B) is a suitable mitigation bank site, and that implementation of the Mitigation Plan is likely to
result in net gains in wetland and/or stream functions at the Bank site, and have therefore
approved the Mitigation Plan;
THEREFORE, it is mutually agreed among the parties to this agreement that the following
provisions are adopted and will be implemented upon signature of this MBI.
Section I: General Provisions
A. The Sponsor is responsible for assuring the success of the restoration, enhancement, and
preservation activities at the Bank site, and for the overall operation and management of the
Bank. The Sponsor assumes the legal responsibility for providing the compensatory mitigation
once a permittee secures credits from the Sponsor and the District Engineer (DE) receives
documentation that confirms the Sponsor has accepted responsibility for providing the required
compensatory mitigation.

B. The goal of the Bank is to restore, enhance, and preserve non - riparian wetlands and their
functions to compensate in appropriate circumstances for unavoidable wetland and stream
impacts authorized by Section 404 of the Clean Water Act permits and or Section 10 of the
Rivers and Harbors Act permits in circumstances deemed appropriate by the Corps after
consultation, through the permit review process, with members of the IRT.
C. Use of credits from the Bank to offset wetland impacts authorized by Clean Water Act
permits must be in compliance with the Clean Water Act and implementing regulations,
including but not limited to the 404(b)(1) Guidelines, the National Environmental Policy Act,
and all other applicable Federal and State legislation, rules and regulations. This agreement has
been drafted in accordance with the regulations for Compensatory Mitigation for Losses of
Aquatic Resources effective June 9, 2008 (33 CFR Parts 325 and 332) ( "Mitigation Rule ").
D. The IRT shall be chaired by the DE of the U.S. Army Corps of Engineers, Wilmington
District. The IRT shall review documentation for the establishment of mitigation banks. The
IRT will also advise the DE in assessing monitoring reports, recommending remedial measures,
approving credit releases, and approving modifications to this instrument. The IRT's role and
responsibilities are more fully set forth in Sections 332.8 of the Mitigation Rule. The IRT will
work to reach consensus on its actions.
E. The DE, after consultation with the appropriate Federal and State review agencies through the
permit review process, shall make final decisions concerning the amount and type of
compensatory mitigation to be required for unavoidable, permitted wetland impacts, and whether
or not the use of credits from the Bank is appropriate to offset those impacts. In the case of
permit applications and compensatory mitigation required solely under the Section 401 Water
Quality Certification rules of North Carolina, the N.C. Division of Water Quality (NCDWQ) will
determine the amount of credits that can be withdrawn from the Bank.
F. The parties to this agreement understand that a watershed approach to establish compensatory
mitigation must be used to the extent appropriate and practicable. Where practicable, in -kind
compensatory mitigation is preferred.
Section II: Geographic Service Area
The Geographic Service Area (GSA) is the designated area within which the bank is authorized
to provide compensatory mitigation required by DA permits. The GSA for this Bank shall
include the Lower Neuse River Basin, Hydrologic Unit 03020204. The service area is based on
the location and scope of the project which will generate tangible water quality and habitat
benefits through the cessation of silvicultural land use activities and the restoration of headwater
wetland ecosystems. Use of the Bank site to compensate for impacts beyond the GSA may be
considered by the Corps or the permitting agency on a case -by -case basis.
2

Section III: Mitigation Plan
Any Mitigation Plan submitted pursuant to this agreement must contain the information
listed in 332.4(c)(2) through (14) of the Compensatory Mitigation Rule.
A. The Bank site is a currently managed for silvicultural production. A more detailed
description of the baseline conditions on the site is contained in the Mitigation Plan.
B. The Sponsor will perform work described in Section V of the Mitigation Plan, including
restoration of 473 acres (ac.) non - riparian wetlands. A total of 163 ac. of non - riparian wetland
enhancement will also be included in the Bank. The work associated with the Bank will include
backfilling of existing ditches, removal of existing soil roads, and planting of native hardwood
seedlings.
The purpose of this work, and the objective of the Bank, is to restore and enhance the wetlands
associated with the headwaters of several tributaries of the Lower Neuse River. Development of
the Bank will reduce nutrient inputs, stormwater discharge, and flow velocities in a watershed
that is experiencing rapid development.
C. The Sponsors shall monitor the Bank Site as described in Section VII of the Mitigation Plan,
until such time as the IRT determines that the success criteria described in Section VII of the
Mitigation Plan have been met.
D. The members of the IRT will be allowed reasonable access to the Property for the purposes
of inspection of the Property and compliance monitoring of the Mitigation Plan.
Section IV: Reporting
A. The Sponsor shall submit to the DE, for distribution to each member of the IRT, an annual
report describing the current condition of the Bank and the condition of the Bank in relation to
the success criteria in the Mitigation Plan. The Sponsor shall provide to the DE any monitoring
reports described in Section VII of the Mitigation Plan.
B. The Sponsor shall provide ledger reports documenting credit transactions as described in
Section VIII of this MBI.
C. Each time an approved credit transaction occurs, the Sponsor must notify the DE within 30
days of the transaction.
Section V: Remedial Action
A. The DE shall review the monitoring reports, and may, at any time, after consultation with the
Sponsor and the IRT, direct the Sponsor to take remedial action at the Bank site. Remedial

action required by the DE shall be designed to achieve the success criteria specified in the
Mitigation Plan. All remedial actions required under this section shall include a work schedule
and monitoring criteria that will take into account physical and climactic conditions.
B. The Sponsor shall implement any remedial measures required pursuant to the above.
C. In the event the Sponsor determines that remedial action may be necessary to achieve the
required success criteria, it shall provide notice of such proposed remedial action to all members
of the IRT. No remedial actions shall be taken without the concurrence of the DE, in
consultation with the IRT.
Section VI: Use of Mitigation Credits
Description of Wetland Community Types:
A. Wetland community types found in a mitigation bank will be described in accordance with the
procedures found in the NC Wetland Assessment Method (NC WAM, USACE, 2007). It is
expected that impacts to the NC WAM types listed below will be compensated by the Mitigation
Types as listed in order to qualify as "In- Kind" mitigation. Exceptions to the use of "In- Kind"
mitigation may be allowed at the discretion of the permitting agencies on a case -by -case basis.
Table 2. Wetland Commu ity Types
Mitigation Type
NCWAM Type
CAMA Coastal Wetland
Salt/Brackish Marsh*
Riparian ( Riverine)
Riverine Swamp Forest/Non -Tidal Freshwater Marsh, Tidal
Freshwater Marsh
Riparian (Non - Riverine)
Bottomland Hardwood Forest, Headwater Wetland, Flood -
Plain Pool, Mountain Bog*
Non - Riparian
Non - Riverine Swamp Forest, Seep, Small Basin Wetland,
Pocosins, Estuarine Woody, Pine Flat, Pine Savannah,
Hardwood Flat
"Note that these wetland types only occur in select HUCs of North Carolina.
B. It is anticipated by the parties that in most cases in which the DE, after consultation with the
IRT, has determined that mitigation credits from the Bank may be used to offset wetland impacts
authorized by Section 404 permits and/or Section 10 permits, that the Restoration Equivalents, as
enumerated above, constitute credits that are considered to be equal to restoration credits for the
purposes of compensatory mitigation. Therefore, the use of Restoration credits or Restoration
Equivalents credits, or any combination thereof, is acceptable to the DE for any permit
requirement so long as the required amount of credits are debited for a given mitigation
requirements. It is also understood that in order to satisfy mitigation requirements imposed by
the NC Division of Water Quality, restoration impact amounts must be at a minimum of 1:1 such
that for every one acre of impact, at least one acre of mitigation must be in the form of
4

restoration. Additionally, decisions regarding stream mitigation will be made consistent with
current policy and guidance and will be made on a case by case basis. Wetland and stream
compensation ratios are determined by the DE on a case -by -case basis based on considerations of
functions of the wetlands and/or streams impacted, the severity of the wetland and/or stream
impacts, the relative age of the mitigation site, whether the compensatory mitigation is in -kind,
and the physical proximity of the wetland and/or stream impacts to the Bank site.
Table 3. Mitigation Types and Quantities (acres)
Mitigation Type
Acreage
Credits
Non - Riparian Wetland Restoration
473
473
Non - Riparian Wetland Enhancement
163
81.5 (re)
TOTAL
636
554.5
re= restoration - equivalent credit
C. Notwithstanding the above, all decisions concerning the appropriateness of using credits from
the Bank to offset impacts to waters and wetlands, as well as all decisions concerning the amount
and type of such credits to be used to offset wetland and water impacts authorized by Department
of the Army permits, shall be made by the DE, pursuant to Section 404 of the Clean Water Act
and implementing regulations and guidance, after notice of any proposed use of the Bank to the
members of the IRT, and consultation with the members of the IRT concerning such use. Notice
to and consultation with the members of the IRT shall be through the permit review process.
Section VII: Credit Release Schedule
All credit releases must be approved by the DE, in consultation with the IRT, based on a
determination that required success criteria have been achieved.
A. Credit Release Schedule for Forested Wetlands: If deemed appropriate by the IRT, fifteen
percent (15 %) of the Bank's total restoration credits shall be available for sale immediately upon
completion of all of the following:
1. Execution of this MBI by the Sponsor, the DE, and other agencies eligible for membership
in the IRT who choose to execute this agreement;
2. Approval of the final Mitigation Plan;
3. Mitigation bank site has been secured;
4. Delivery of the financial assurance described in Section IX of this MBI; and
5. Recordation of the long -term protection mechanism described in Section X of this MBI, as
well as a title opinion covering the property acceptable to the DE.
The Sponsor must complete the initial physical and biological improvements to the Bank site
pursuant to the Mitigation Plan no later than the first full growing season following initial
debiting of the Bank. Subject to the Sponsor's continued satisfactory completion of all required

success criteria and monitoring, additional restoration mitigation credits will be available for sale
by the Sponsor on the following schedule:
1. 15 % upon completion of all initial physical and biological improvements made pursuant
to the Mitigation Plan (total 30 %);
2. 10% after first year, if interim success measures are met (total 40 %);
3. 10% after second year, if interim success measures are met (total 50 %);
4. 10% after third year, if interim success measures are met (total 60 %);
5. 10% after fourth year, if interim success measures are met (total 70 %);
6. 10% after fifth year, if Success Criteria are met (total 80 %);
7. 10% after sixth year, if vegetative Success Criteria are met (90 %); and
8. 10% after seventh year, if vegetative Success Criteria are met (100 %).
Provided that all Success Criteria are met, the IRT may allow the Sponsor to discontinue
hydrologic monitoring after the fifth year. The Sponsor will be required to monitor vegetation
for an additional two years after the fifth year for a total of seven years.
Table 4. Credit Release Schedule for Wetlands
6
Projected
Percentage of Wetland
Credits
Cumulative
Task
Completion Date
Credits Released (%
Released
Credits
cumulative
Released
1.0 Signing of the MBI;
11/1/12
15 (15)
83.2
83.2
Recordation of Conservation
Easement Deed; Delivery of
Financial Assurances
2.0 Completion of Physical and
11/2013
15 (30)
83.1
166.3
Biological Im rovements
3.0 Year 1: Fulfill Success
1/2015
10 (40)
55.5
221.8
Criteria
4.0 Year 2: Fulfill Success
1/2016
10 (50)
55.4
277.2
Criteria
5.0 Year 3: Fulfill Success
1/2017
10 (60)
55.5
332.7
Criteria
6.0 Year 4: Fulfill Success
1/2018
10 (70)
55.4
388.1
Criteria
7.0 Year 5: Fulfill Success
1/2019
10 (80)
55.5
443.6
Criteria
8.0 Year 6: Fulfill Success
1/2020
10 (90)
55.4
499
Criteria
9.0 Year 7: Fulfill Success
1/2021
10 (100)
55.5
554.5
Criteria
TOTAL
100%
554.5
6

Section VIII: Accounting Procedures
A. The Sponsor shall develop accounting procedures acceptable to the IRT for maintaining
accurate records of debits made from the Bank. Such procedures shall include the generation of
a ledger by the Sponsor showing credits used at the time they are debited from the Bank. All
ledger reports shall identify credits debited and remaining by type of credit and shall include for
each reported debit the Corps ORM ID number for the permit for which the credits were utilized
and the permitted impacts for each resource type. Each time an approved credit transaction
occurs, the Sponsor must notify the DE within 30 days of the transaction.
B. The Sponsor shall prepare an annual ledger report, on each anniversary of the date of
execution of this agreement, showing all credits used, any changes in credit availability (e.g.,
additional credits released, credit sales suspended), and the beginning and ending balance of
credits remaining. The Sponsor shall submit the annual report to the DE, for distribution to each
member of the IRT, until such time as all of the credits have been utilized, or this agreement is
otherwise terminated.
Section IX: Financial Assurances
A. The Sponsor shall provide financial assurances in a form acceptable to the IRT sufficient to
assure completion of all mitigation work, required reporting and monitoring, and any remedial
work required pursuant to this MBI. These financial assurances are provided in the form of two
performance bonds. A construction bond, in the sum of $154,000, represents 30% of the
projected construction, planting, and contingency costs associated with the activities described in
the Mitigation Plan. The monitoring bond, in the sum of $25,830, represents 10% of the
projected monitoring costs for the seven (7) year schedule described in the Mitigation Plan.
B. Financial assurances shall be payable at the direction of the DE to his designee or to a
standby trust. Financial assurances structured to provide funds to the Corps of Engineers in the
event of default by the Bank Sponsor are not acceptable.
C. A financial assurance must be in the form that ensures that the DE receives notification at
least 120 days in advance of any termination or revocation.
Section X: Long -Term Protection
A. The North Carolina Coastal Land Trust (Land Trust), a registered 501(c)3 entity, will serve
as the holder of the conservation easement (CE) for the Bank. The Land Trust will maintain the
CE in perpetuity and provide for the long -term stewardship of the land through annual
monitoring activities. Title to the land will reside with the current owners, Weyerhaeuser
Company. Refer to the attached conservation easement plats for the tract (Appendix B). The CE
shall be perpetual, preserve all natural areas, and prohibit all use of the property inconsistent with
its use as mitigation property, including any activity that would materially alter the biological
integrity or functional and educational value of wetlands or streams within the Bank site,

consistent with the Mitigation Plan. The purpose of the CE will be to assure that future use of
the Bank site will result in the restoration, protection, maintenance and enhancement of wetland
functions described in the Mitigation Plan.
B. The Sponsor shall deliver a title opinion acceptable to the DE covering the mitigation
property. The property shall be free and clear of any encumbrances that would conflict with its
use as mitigation, including, but not limited to, any liens that have priority over the recorded
preservation mechanism.
C. Subsequent to the recording of the CE, the Sponsor may convey the Bank Site property in
fee. The terms and conditions of this conveyance shall not conflict with the intent and provisions
of the CE nor shall such conveyance enlarge or modify the uses specified in the CE.
The CE must contain a provision requiring 60 day advance notification to the DE before any
action is taken to void or modify the CE, including transfer of title to, or establishment of any
other legal claims over, the project site.
Section XI: Long -term Management
A. The Land Trust (as identified above) will be responsible for the long -term stewardship of the
conservation easement. The primary objective of the long -term stewardship is to ensure that the
easement terms are enforced and that the site remains in its natural state.
B. An endowment will be provided to the Land Trust by the Sponsor to assist with the long -term
stewardship expenses of the Bank site.
Section XII: Default and Closure
A. It is agreed to establish and/or maintain the Bank site until (i) credits have been exhausted or
banking activity is voluntarily terminated with written notice by the Sponsor provided to the DE
and other members of the IRT; and (ii) it has been determined and agreed upon by the DE and
IRT that the debited Bank site has satisfied all the conditions herein and in the Mitigation Plan.
If the DE determines that the Bank site is not meeting performance standards or complying with
the terms of the instrument, appropriate action will be taken. Such actions may include, but are
not limited to, suspending credit 'sales, adaptive management, decreasing available credits,
utilizing financial assurances, and terminating the instrument.
B. Any delay or failure of Bank Sponsor shall not constitute a default hereunder if and to the
extent that such delay or failure is primarily caused by any act, event or conditions beyond the
Sponsor's reasonable control and significantly adversely affects its ability to perform its
obligations hereunder including: (i) acts of God, lightning, earthquake, fire, landslide, or
interference by third parties; (ii) condemnation or other taking by any governmental body; (iii)
change in applicable law, regulation, rule, ordinance or permit condition, or the interpretation or
enforcement thereof; (iv) any order, judgment, action or determination of any federal, state or
8

local court, administrative agency or government body; or (v) the suspension or interruption of
any permit, license, consent, authorization or approval. If the performance of the Bank Sponsor
is affected by any such event, Bank Sponsor shall give written notice thereof to the IRT as soon
as is reasonably practicable. If such event occurs before the final availability of all credits for
sale, the Sponsor shall take remedial action to restore the property to its condition prior to such
event, in a manner sufficient to provide adequate mitigation to cover credits that were sold prior
to such delay or failure to compensate for impacts to waters, including wetlands, authorized by
Department of the Army permits. Such remedial action shall be taken by the Sponsor only to the
extent necessary and appropriate, as determined by the IRT.
C. At the end of the monitoring period, upon satisfaction of the performance standards, the
Sponsor may submit a request to close out the Bank site to the DE. The DE, in consultation with
the IRT, shall use best efforts to review and comment on the request within 60 days of such
submittal. If the DE determines the Sponsor has achieved the performance standards in
accordance with the mitigation plan and all obligations under this MBI, the DE shall issue a
close out letter to the Sponsor.
Section XIII: Miscellaneous
A. Any agency participant may terminate its participation in the IRT with notice in writing to all
other parties to this agreement. Termination shall be effective seven (7) days from placing
written notices in the United States mail. Member withdrawal shall not affect any prior sale of
credits and all remaining parties shall continue to implement and enforce the terms of this MBI.
B. Modification of this MBI shall be in accordance with the procedures set forth in 332.8 of the
mitigation rule.
C. No third party shall be deemed a beneficiary hereof and no one except the signatories hereof,
their successors and assigns, shall be entitled to seek enforcement hereof.
D. This MBI constitutes the entire agreement between the parties concerning the subject matter
hereof and supersedes all prior agreements or undertakings.
E. In the event any one or more of the provisions contained in this MBI are held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceablility will not
affect any other provisions hereof, and this MBI shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.
F. This MBI shall be governed by and construed in accordance with the laws of North Carolina
and the United States as appropriate.
G. This MBI may be executed by the parties in any combination, in one or more counterparts,
all of which together shall constitute but one and the same instrument.
9

H. The terms and conditions of this MBI shall be binding upon, and inure to the benefit of the
parties hereto and their respective successors.
I. All notices and required reports shall be sent by regular mail to each of the parties at their
respective addresses, provided below.
Sponsor:
Mr. Doug Hughes
Weyerhaeuser NR Company
211 Armstrong Road
Columbia, MS 39429
Corps:
Mr. Raleigh Bland
U.S. Army Corps of Engineers
Regulatory Division
2407 West Fifth Street
Washington, NC 27889
EPA:
Ms. Jennifer Derby
Wetlands Section - Region IV
Water Management Division
U.S. Environmental Protection Agency
61 Forsyth Street, SW
Atlanta, Georgia 30303
FWS:
Mr. Pete Benjamin
U.S. Fish and Wildlife Service
Fish and Wildlife Enhancement
Post Office Box 33726
Raleigh, North Carolina 27636 -3726
NMFS:
Mr. Ron Sechler
National Marine Fisheries, NOAA
Habitat Conservation Division
Pivers Island
Beaufort, North Carolina 28516
NCWRC:
Mr. Travis Wilson
North Carolina Wildlife Resources Commission
10

127 Cardinal Drive Extension
Wilmington, NC 28405
NCDCM:
Mr. Steve Sollod
North Carolina Division of Coastal Management
127 Cardinal Drive Extension
Wilmington, NC 28405
NCDWQ:
Ms. Cyndi Karoly
NC Division of Water Quality
North Carolina Department of Environment and Natural Resources
Post Office Box 29535
Raleigh, NC 27626 -0535
11

IN WITNESS WHEREOF, the parties hereto have executed this Agreement entitled
"Agreement To Establish The Brice Creek Wetland Mitigation Bank in Craven County,
North Carolina":
Sponsor:
LE
U.S. Army Corps of Engineers:
Date:
By: Date:
12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement entitled
"Agreement To Establish The Brice Creek Wetland Mitigation Bank in Craven County,
North Carolina":
U.S. Environmental Protection Agency:
U.S. Fish and Wildlife Service:
LO-M
National Marine Fisheries Service:
N.C. Division of Water Quality:
LOU
N.C. Wildlife Resources Commission:
N.C. Division of Coastal Management:
Date:
Date:
Date:
Date:
Date:
By: Date:
13

List of Appendices
Appendix A: Brice Creek Wetland Mitigation Bank - Final Mitigation Plan (August 2012)
Appendix B: Conservation Easement Plat
Appendix C: Map — Geographic Service Area
Appendix D: Construction and Maintenance/Monitoring Costs
Appendix E: Performance Bonds
Appendix F: Conservation Easement Deed
14

MBI. APPENDIX A - MITIGATION PLAN
(COVER ONLY)
(PLAN SUBMITTED SEPARATELY)
BRICE CREEK
WETLAND MITIGATION BANK
Craven County, North Carolina
MITIGATION PLAN
Sponsor.
Weyerhaeuser NR Company
Prepared For:
U.S. Army Corps of Engineers Wilmington District
and
Inter - Agency Review Team (IRT)
Prepared By:
?0AMG
LAND MANAGEMENT GROUP INC
Environmental Consultants
3805 Wrightsville Avenue, Suite 15
Wilmington, NC 28403
www.lmgroup.net
August 2012

BRICE CREEK WETLAND MITIGATION BANK
MITIGATION BANKING INSTRUMENT
APPENDIX B. CONSERVATION EASEMENT PLAT

�HINE
KICKINMA
VICINITY MAP —NOT TO SCALE
"A" TO "B" ALONG
RUN OF GREAT BRANCH
Course
it
N
N
1
LOB
59.52
LU
47 Ir
66.27
L3
�HINE
KICKINMA
VICINITY MAP —NOT TO SCALE
"A" TO "B" ALONG
RUN OF GREAT BRANCH
Course
Beanng
I Distance
L1
N Tl•18 17 W
59.52
L2
N 22'194) W
66.27
L3
N 37-02'06' W
66.36
L4
N IYJ9 J6 E
67.57
L5
N 18.14 36 W
76.23
L6
N I LT 1I J6 W
50 49
L7
N J3'29 05 W
J2.55
L8
I N 15'1)24 W
M74. 15
L9
N 25'05 24 £
15
LID
N 03'48 00 W
42 65
L 11
N 09'16-36- E
49.98
02
N 11'1814 £
5429
C 13
N 06'49 10 E
45.31
L14
N 02-07'18- W
65.70
05
N M 36 48 E
72.30
L16
N 00'38'57' W
64.97
07
N 27-08 SJ E
24.4)
L 18
N 7756 07 £
30 f
L19
N 2610850 E
30.73
L20
N 0134 12 E
57.69
L21
N OTJf 56 W
M.79
L22
N 013250 W
169.25
L23
N 20'2754 E
4).59
(14
N 187J2 42 —W
90.88
E.I P. W /CAP
USFS CDR 3 M. 28
N
W
N
N
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E.I.P. W /GIP
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& A & N C. RAILROAD
£ I P W /CAP C/L BRANCH
USFS COR 4 TR 160 e_e
b
�6�
.� RUN OF GREAT BRANCH
`d
o ~m
I, CYRUS ALAN BELL. PROFESSIONAL LAND
SURVEYOR DO HEREBY CERI7FY THAT THIS PLAT /S
OF A SURVEY OF AN EX/S77NG PARCEL OF LAND
OR PARCELS OF LAND AND DOES NOT CREATE A
NEW STREET OR CHANGE AN EX/S77NG STREET
CYRUS ALAN BELL, PLS.
RD)
M.
£LP W /CAP
USFS COR. 7 TR 10
USFS CDR. 8 7R. 584i
O 2346.39 , 6 6• SW
S 61'2J'16'E 3825 73'
STATE OF NORTH CAROLINA
COUNTY OF
I REVIEW OFFICER OF
COUNTY, CER77FY THAT THE MAP OR PLAT TO WHICH THIS CER77RC4770N IS WffX -Ea
MEETS ALL STATUTORY REQUIREMENTS FOR RECORDING
DATE REY/E.W OFFICER
E I P. W /CAP C/L BRANCHH
USFS CDR J TR 102
UA772rD STATES GOVERNMENT
CROATAN NATIONAL FOREST
E.l P W /GIP
USFS COR. 5 7R. 102
N 2946 211 I
22202
IE.I. P W1G4P
USES CDR 6
7R 102
LEGEND
O N / P. - NEW IRON PIPE
+ ENONMONU PPIPE
MENTED POINT
REF U PROPER Y 770 COR. - CORNER
�•(h 'Pq� .2� D.B. 370, PC 53 OHP - OVERHEAD POWER LINE
ELP W /CAP CRAVEN COUNTY REGISTRY
USFS COR 5 lR. 160 / / R/W - RIGHT OF WAY
7P - OVERHEAD TELEPHONE LINE
EN14RGRADM ' USFS - UN /TED STATES
SCALE: 1"= 10' A - -- DITCH FOREST SERVICE
s• ELLIS DEVELOPMENT COMPANY /l
D.B. 2697, PG. 407 A
�7•
� � 0
JACKSON FAMILY LLC V
D.B. 2799, PG. 7738 . � N
� V
\ V
"0y've a
NIP AEYERBASUSER COMPANY \ Y O O PIP w k V
c� D.B. 570, PG. W [ + CQ jy
rh
0. V
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sus
(w°rwaa�r ao• rytr� �`q�. I � t��
T—U#4 R/W Not Part o! I Q{
Conservation easement • E.1A W /CAP •ry P1
USFS CDR. 8 O Cd
TR. 62
\ N 2878.44 {yl
132.75' 'TIE' 1� �►1
W /GAP N.LP
USFS ry
"e! '0
USFS CDR. 4 �)
7R. 107- � tt�yt
lily rvatf Not o 4�
S 61'4553 14)624' Conserwuon easement" \ V!1 W W
P4
N.C. Coastal Land Trust °j q -q) Q4
Conservation Easement p Qj O
Area = 636.27 Acres V ' Lo v
cu
q
1:44 't) 14 w O
Q) C
£.l P W /CAP
790 r� USFS COR 5 'V
TR 28
UNITED STATES GOVERNMENT
CROATAN NATIONAL FOREST
FILED FOR REGISM477ON AT _ AM /PAt O'CLOCK
THIS _ a4Y OF 2012
PLAT c4swET SUDS'
REGISTER OF DEEDS / ASSISTANT / DEPUTY
500 0 500 1000 1500
GRAPHIC SCALE — FEET
I, CYRUS ALAN BELL, CER77FY THAT THIS PLAT WAS DRAWN UNDER
MY SUPERVISION FROM AN ACTUAL SURVEY BY ME, • THAT THE RA770
OF PRECISION AS CALCULATED BY LATITUDES AND DEPARTURES IS
1 10,000 +; THAT THE BOUNDARIES NOT SURVEYED ARE SHOWN AS
BROKEN LINES PLOTTED FROM INFORMA77ON AS REFERENCED ON
THIS PLAT• 7HAT THIS PLAT WAS PREPARED IN ACCORDANCE WITH
G.S 47 —, 0 AS AMENDED. WITNESS MY ORIGINAL SIGNATURE,
REGISM77ON NUMBER, AND SEAL THIS DAY OF
, A.D. 2012
Date
09104112
Project
09181A
Cogo
07868
Drawn
TLW /CAB
Scale
1.
Sheet
1 of 1

BRICE CREEK WETLAND MITIGATION BANK
MITIGATION BANKING INSTRUMENT
APPENDIX C. GEOGRAPHIC SERVICE AREA MAP

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BRICE CREEK WETLAND MITIGATION BANK
MITIGATION BANKING INSTRUMENT
APPENDIX D. CONSTRUCTION AND MONITORING COSTS

Brice Creek Construction Cost
Acres
Site Prep Mechanical
602
$ 80.00
$ 48,160.00
1
Chop
Site Prep Mechanical
602
$ 60.00
$ 36,120.00
3
Rip
Site Prep Chemical
602
$ 55.00
$ 33,110.00
5
Chemical application and chemical
Planting
602
$ 72.52
$ 43,657.04
7
Planting 518 Trees /ac at $0.14 /tree
Seedlings
602
$ 103.60
$ 62,367.20
$200/1000 tree, planting 518 trees per acre
Hydrology Restoration (Road Removal, Ditch Plugs)
$ 210,000.00
Removal of road and ditch plugs
Invasive Control
37
$ 65.00
$ 2,405.00
Hack and Squirt within hardwood areas and upland buffer
Release
602
$ 50.00
$ 30,100.00
Brush and Competition control
$ 465,919.24
Contingency (10 %)
BOND REQUIREMENT
Brice Creek Monitoring Cost
BOND REQUIREMENT $25,830.00
$512,511.16
$153,753.35
94 permanent vegetation plots and 42 shallow groundwater wells
Year
Set up Monitoring Plots
1
$ 39,000
Annual Monitoring
2
$ 36,800
Annual Monitoring
3
$ 36,000
Annual Monitoring
4
$ 36,000
Annual Monitoring
5
$ 36,500
Annual Monitoring
6
$ 37,000
Annual Monitoring
7
$ 37,000
$ 258,300
BOND REQUIREMENT $25,830.00
$512,511.16
$153,753.35
94 permanent vegetation plots and 42 shallow groundwater wells

BRICE CREEK WETLAND MITIGATION BANK
MITIGATION BANKING INSTRUMENT
APPENDIX E. PERFORMANCE BONDS

MITIGATION MONITORING/MAINTENANCE
PERFORMANCE BOND
Date bond executed:
Effective date:
Principal: Weyerhaeuser NR Company
211 Armstrong Road, Columbia, MS 39429
Type of Organization: Individual
Joint Venture
Partnership
X Corporation
State of Incorporation: Washington
Surety(ies):
Scope of Coverage: Post - Construction Monitoring (Task 3 through Task 9 of the Mitigation
Banking Instrument ( "MBI ")) for the Brice Creek Wetland Mitigation Bank property in Craven
County, North Carolina ( "Mitigation Project ")
Total penal sum of bond: $25,830.00
Surety's Bond Number:
KNOW ALL PERSONS BY THESE PRESENTS, That we, the Principal and Surety(ies) hereto
are firmly bound to the United States Army Corps of Engineers ( "USACE ") in the above penal
sum for the payment of which we bind ourselves, our heirs, executors, administrators,
successors, and assigns jointly and severally; provided that, where the Sureties are corporations
acting as co- sureties, we, the Sureties, bind ourselves in such sum "jointly and severally" only
for the purpose of allowing a joint action or actions against any or all of us, and for all other
purposes Surety binds itself, jointly and severally with the Principal, for the payment of such
sum only as is set forth opposite the name of such Surety, but if no limit of liability is indicated,
the limit of liability shall be full amount of the penal sum.
WHEREAS, said Principal is required to provide financial assurance for post -
construction monitoring of the Mitigation Bank in accordance with the approved MBI and as
further described in the scope of coverage above, and

WHEREAS, said Principal shall identify a designee acceptable to the USACE for receipt
of assurance monies should a claim be filed by the USACE in the event the Principal does not
fulfill its monitoring obligations;
NOW, THEREFORE, the conditions of the obligation are such that if the Principal shall
faithfully perform completion of Task 3 through Task 9 as identified in the approved MBI and as
further described in the scope of coverage herein, for which this bond guarantees completion, in
accordance with the MBI as such may be amended, pursuant to all applicable laws, statutes,
rules, and regulations, as such laws, statutes, rules and regulations may be amended;
Or, if the Principal shall provide alternate financial assurance and obtain the USACE
written approval of such assurance within 90 days after the date notice of cancellation is received
by both the Principal and the USACE from the Surety(ies), then this obligation shall be null and
void, otherwise it is to remain in full force and effect.
Such obligation does not apply to any of the following:
(a) Any obligation of Weyerhaeuser NR Company under a workers'
compensation, disability benefits, or employment compensation law or other
similar law;
(b) Bodily injury to an employee of Weyerhaeuser NR Company arising from,
and in the course of, employment by Weyerhaeuser NR Company;
(c) Bodily injury or property damage arising from the ownership, maintenance,
use of, or entrustment to others of any aircraft, motor vehicle, or watercraft;
(d) Property damage to any property owned, rented, loan to, in the care, custody,
or control of, occupied by Weyerhaeuser NR Company that is not the direct
result of a construction or implementation activity for the MBI.
(e) Bodily injury or property damage for which Weyerhaeuser NR Company is
obligated to pay damages by reason of the assumption of liability in a contract
or agreement other than a contract or agreement entered into to meet the
requirements of the MBI.
The Surety(ies) shall become liable on this bond obligation only when the Principal has failed to
fulfill the conditions described above.
Upon notification by the USACE that the Principal has been found in violation of the
requirements of MBI for failing to perform post - construction monitoring activities for the Brice
Creek Wetland Mitigation Bank for which this bond guarantees performance, the Surety(ies)
shall within sixty (60) days of receiving such notice either perform completion in accordance
with the MBI and the approved Mitigation Plan or issue partial or all of the penal sum (up to
$24,750) guaranteed for monitoring of the Brice Creek Wetland Mitigation Bank to Coggin
Asset Management (CAM), approved Designee for completion of the monitoring obligations as
2

identified in the approved MBI and accompanying Mitigation Plan but only to the extent that
said funding from the bond is sufficient to achieve these purposes. CAM shall not be required to
use any of its funding resources to meet these obligations.
The Surety(ies) herby waive(s) notification of amendments to the MBI permits,
applicable laws, statutes, rules and regulation and agrees that no such amendment shall in any
way alleviate its (their) obligation on this bond.
The Liability of the Surety(ies) shall not be discharge by any payment or succession of
payments hereunder, unless and until such payment or payments shall amount in the aggregate to
the penal sum of the bond, but in no event shall the obligation of the Surety(ies) hereunder
exceed the amount of said penal sum.
The Principal may terminate this bond by sending written notice to the Surety(ies);
provided, however, that no such notice shall become effective until the Surety(ies) receive(s)
written authorization for termination of the bond by the USACE.
Principal and Surety(ies) hereby may agree to adjust the penal sum of the bond yearly so
that it guarantees increased or decreased completion costs provided that no decrease in the penal
sum takes place without the written permission of the USACE.
* * * * * * * * * * * * * * * * * * **
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.
* * * * * * * * * * * * * * * * * * **

IN WITNESS WHEREOF, the Principal and Surety(ies) have executed this Performance Bond
and have affixed their seals on the date set forth above. Designee joins in this Performance Bond
for the express purpose of acknowledging and approving its terms and conditions.
The persons whose signatures appear below hereby certify that they are authorized to execute
this surety bond on behalf of the Principal, Designee, and Surety(ies).
PRINCIPAL:
WEYERHAEUSER NR COMPANY
LN
[Name and Title]
[Corporate Seal]
DESIGNEE:
COGGIN ASSET MANAGEMENT
[Name and Title]
[Corporate Seal]
4
CORPORATE SURETY(IES):
For each co -surety provide the following
Name and Address
State of Incorporation
Liability Limit: $25,830.00
Signature
Type Name and Title
[Corporate Seal]

STATE OF NORTH CAROLINA
MITIGATION BANK PERFORMANCE BOND
TO DEMONSTRATE CONSTRUCTION AND IMPLEMENTATION FINANCIAL
ASSURANCE
Date bond executed:
Period of coverage:
Effective date:
Principal: Weyerhaeuser NR Company
211 Armstrong Road, Columbia, MS 30429
Legal Name and Business Address of Mitigation Banker
Type of Organization:
Individual
Joint Venture
Partnership
X Corporation
State of Incorporation:—Washington
Surety(ies):
Name(s) and Business Address(es)
Scope of coverage: Construction and implementation of the Brice Creek Wetland Mitigation
Bank in accordance with the approved Mitigation Plan and Mitigation Banking Instrument
(MBI) and pursuant to the requirements of Nationwide Permit 27 and the requirements of
General Water Quality Certification Number 3689.
Total penal sum of bond:
Surety's bond number:_
$154,000.00
Know All Persons By These Presents, that we, the Principal and Surety(ies) hereto are
firmly bound to the USACE in the above penal sum for the payment of which we bind ourselves,
our heirs, executors, administrators, successors, and assigns jointly and severally; provided that,
where the Sureties are corporations acting as co- sureties, we, the Sureties, bind ourselves in such

.sum "jointly and severally" only for the purpose of allowing a joint action or actions against any
or all of us, and for all other purposes each Surety binds itself, jointly and severally with the
Principal, for the payment of such sum only as is set forth opposite the name of such Surety, but
if no limit of liability is indicated, the limit of liability shall be full amount of the penal sum.
WHEREAS, said Principal is required, to have an approved MBI in order to construct,
implement and manage the Mitigation Bank identified above, and
WHEREAS, said Principal is required to provide financial assurance for construction and
implementation of the Mitigation Bank in accordance with the 2008 Federal Mitigation Rule (33
CFR 332) and as conditioned within the approved MBI, and
WHEREAS, said Principal shall identify a designee acceptable to the USACE for
receiving assurance monies should a claim be filed as a result of Principal defaulting on its
mitigation obligations;
NOW, THEREFORE, the conditions of the obligation are such that if the Principal shall
faithfully construct and implement the Brice Creek Wetland Mitigation Bank, for which this
bond guarantees construction and implementation, in accordance with the approved MBI and the
plans approved by such instrument, as such instrument and plans may be amended, pursuant to
all applicable laws, statutes, rules, and regulations, as such laws, statutes, rules, and regulations
may be amended,
Or, if the Principal shall provide alternate financial assurance in accordance with 33 CFR
332 and obtain the written approval of the USACE of such assurance, within 90 days after the
date notice of cancellation is received by both the Principal and the USACE from the Surety(ies),
then this obligation shall be null and void, otherwise it is to remain in full force and effect.
Such obligation does not apply to any of the following:
(a) Any obligation of Weyerhaeuser NR Company under a workers'
compensation, disability benefits, or unemployment compensation
law or other similar law;
(b) Bodily injury to an employee of Weyerhaeuser NR Company
arising from, and in the course of, employment by Weyerhaeuser
NR Company,
(c) Bodily injury or property damage arising from the ownership,
maintenance, use, or entrustment to others of any aircraft, motor
vehicle, or watercraft;
(d) Property damage to any property owned, rented, loaned to, in the
care, custody, or control of, or occupied by Weyerhaeuser NR
Company that is not the direct result of a construction of
implementation activity for the Brice Creek Wetland Mitigation
Form No. 62- 342.900(1) amended June 2012 2

Bank as stipulated in the approved MBI and required pursuant to
USACE NWP 27 and NCDENR General Water Quality
Certification Number 3689;
(e) Bodily injury or property damage for which Weyerhaeuser NR
Company_is obligated to pay damages by reason of the assumption
of liability in a contract or agreement.
The Surety(ies) shall become liable on this bond obligation only when the Principal has
failed to fulfill the conditions described above.
Upon notification by the USACE that the Principal has been found in violation of the
requirements of the MBI by failing to perform the required construction and implementation
activities for the Brice Creek Wetland Mitigation Bank for which this bond guarantees
performance, the Surety(ies) shall, within 60 days of receiving such notice, either perform such
construction and implementation in accordance with the MBI and other permit requirements and
pursuant to the approved Mitigation Plan or issue partial or all the penal sum (up to $154,000)
guaranteed for the Brice Creek Wetland Mitigation Bank to Coggin Asset Management (CAM),
approved Designee for completion of the mitigation obligations to the extent that said funding
from the bond is sufficient to achieve these purposes. CAM shall not be required to use any of
its funding resources to meet these obligations. The bond funds will be used by the Designee for
the express purpose of completing the mitigation work per the terms and conditions of the
approved MBI and the approved Mitigation Plan (including contingency measures as may be
deemed necessary). In addition, work will be compliant with the corresponding USACE NWP
27 and NCDENR General Water Quality Certification No. 3689 issued for the project unless as
modified and approved by the USACE and NCDENR, respectively.
The Surety(ies) hereby waive(s) notification of amendments to the Brice Creek Wetland
Mitigation Bank plans, permits, applicable laws, statutes, rules, and regulations and agree(s) that
no such amendment shall in any way alleviate its (their) obligation on this bond.
The liability of the Surety(ies) shall not be discharged by any payment or succession of
payments hereunder, unless and until such payment or payments shall amount in the aggregate to
the penal sum shown on the face of the bond, but in no event shall the obligation of the
Surety(ies) hereunder exceed the amount of said penal sum.
The Principal may terminate this bond by sending written notice to the Surety(ies);
provided, however, that no such notice shall become effective until the Surety(ies) receive(s)
written authorization for termination of the bond by USACE.
Principal and Surety(ies) hereby may adjust the penal sum of the bond yearly so that it
guarantees increased or decreased construction and implementation cost provided that no
decrease in the penal sum takes place without the written permission of USACE.
Form No. 62- 342.900(1) amended June 2012 3

IN WITNESS WIIEREOF, the Principal and Surety(ies) have executed this
Performance Bond and have affixed their seals on the date set forth above. Designee joins in this
Performance Bond for the express purpose of acknowledging and approving its terms and
conditions.
The persons whose signatures appear below hereby certify that they are authorized to
execute this surety bond on behalf of the Principal, Designee, and Surety(ies).
PRINCIPAL: CORPORATE SURETY(IES):
For each co-surety provide the following
WEYERHAEUSER NR COMPANY
LE
(Name & Title)
[Corporate Seal]
DESIGNEE:
COGGIN ASSET MANAGEMENT
By:
(Name & Title)
[Corporate Seal]
Form No. 62- 342.900(1) amended June 2012
F,
W
Name and Address
State of Incorporation
Liability Limit: $154,000.00
Signature
Type Name and Title
[Corporate Seal]
s .s

BRICE CREEK WETLAND MITIGATION BANK
MITIGATION BANKING INSTRUMENT
APPENDIX F. CONSERVATION EASEMENT DEED

Prepared by and Return to:
North Carolina Coastal Land Trust
131 Racine Drive, Suite 202
Wilmington, NC 28403
STATE OF NORTH CAROLINA
COUNTY OF CRAVEN
PIN: 6- 207 -036
BRICE'S CREEK WETLAND MITIGATION BANK PERMANENT
CONSERVATION EASEMENT
CRAVEN 35 TRACT
This CONSERVATION EASEMENT ( "Conservation Easement ") is made this day of
, 2012, by and between WEYERHAEUSER NR COMPANY, having a mailing
address of 1785 Weyerhaeuser Road, Vanceboro, NC 28586 ( "Grantor "), and NORTH CAROLINA
COASTAL LAND TRUST, a North Carolina non - profit corporation, having a mailing address of 131
Racine Drive, Suite 202, Wilmington, NC 28403 ( "Grantee ") and approved by the UNITED STATES
ARMY CORPS OF ENGINEERS ( "Third Party").
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors and assigns, and shall include singular, plural, masculine, feminine or neuter as required by
context.
RECITALS
A. Grantor owns in fee simple 636.27 acres, more or less, of property situated in Township
6, Craven County, North Carolina, as shown on that certain survey entitled "Boundary Survey and
Conservation Easement for WNR Company, Brice Creek Wetland Mitigation Bank, a Portion of
Craven 35" and dated September 4, 2012" prepared by Bell and Phillips Surveying, PLLC, and
recorded in Plat Cabinet , Slide , Craven County Public Registry (hereinafter referred to as
the "Property"). Grantor wishes to convey to Grantee a Conservation Easement over the Property. The
property which will be subject to this Conservation Easement is more particularly described in Exhibit
A attached hereto and made a part hereof and are hereinafter referred to as the "Property".
B. The Property possesses significant value as relatively natural habitat of fish, wildlife

and waterfowl and also possesses significant open space and natural values (hereinafter collectively
referred to as the "Conservation Values ") of great importance to Grantor, Grantee, the residents of
Craven County and the State of North Carolina. The primary purposes of this Conservation Easement
are to protect and restore the headwater wetlands of Brice's Creek and to protect and maintain the
wildlife habitat and other natural and open space values of the Property. The conservation of the
Property will improve and maintain water quality of Brice's Creek. "
C. Grantee is a non -profit organization established for the purpose of promoting the
preservation of ecologically valuable lands, natural and wildlife habitat, and lands with significant
natural and open space values in the coastal plain of North Carolina for charitable, scientific,
educational, historic and aesthetic purposes.
D. Grantor desires to convey to Grantee a conservation easement placing certain
limitations and affirmative obligations on the Property for the protection of wetlands, environmental
and other values, and in order that the Property shall remain substantially in its natural condition
forever. The purpose of this Conservation Easement is to maintain wetland and/or riparian resources
and other natural values of the Property, and prevent the use or development of the Property for any
purpose or in any manner that would conflict with the maintenance of the Property in its natural
condition. The preservation of the Property is required by a Mitigation Banking Instrument ( "MBI ")
entitled "Agreement to Establish the Brice Creek Wetland Mitigation Bank in Craven County, North
Carolina USACE Action ID No. SAW- 2008 - 02310 ". The Mitigation Bank is intended to be used to
compensate for unavoidable wetland impacts authorized by Section 404 Clean Water Act permits
and/or Section 10 of the Rivers and Harbors Act permits.
E. The wetlands, natural, open space and other characteristics of the Property, and its
current use and state of improvement, are specifically described in the baseline documentation report
for the Property entitled, `Baseline Documentation Report Brice's Creek — Weyerhaeuser Property"
(hereinafter referred to as "Report" or `Baseline Documentation Report"), dated , 2012, and
prepared by Grantee, which is the appropriate basis for monitoring compliance with the objectives of
preserving the Conservation Values of the Property in its present state. The Report is not intended to
preclude the use of other evidence (e.g. surveys, appraisals) to establish the present condition of the
Property if there is a controversy over its use.
NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, and
restrictions contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Grantor hereby unconditionally and irrevocably grants and conveys
in perpetuity a Conservation Easement on the Property to Grantee, its successors and permitted
assigns, and Grantee hereby accepts this grant of a Conservation Easement of the nature and character
and to the extent hereinafter set forth in, over the Property, together with the right to preserve and
protect the Conservation Values thereof as described in the Recitals herein. Grantor herein declares
that the Property shall be held, transferred, sold, conveyed, used and occupied subject always to the
covenants, conditions, restrictions and easements hereinafter set forth, which covenants, conditions,
restrictions and easements shall constitute restrictive covenants and shall be deemed to run with and
burden the Property in perpetuity.
To achieve these purposes, the following conditions and restrictions are set forth and the parties
hereby agree as follows:
2

ARTICLE I. PURPOSE AND DURATION OF EASEMENT
A. RMose. The purpose of this Conservation Easement is to assure that the Property will
be retained forever predominantly in its natural and open space condition for conservation purposes
and it shall be so held, maintained, and used therefor. It is the further purpose of this Conservation
Easement to prevent any use of the Property that will significantly impair or interfere with the
preservation of said Conservation Values. Grantor intends that this Conservation Easement will
restrict the use of the Property to such activities as are consistent with the Conservation Values of the
Property as described in the Recitals herein. The parties hereto recognize and agree that the retained
rights of Grantor described herein are consistent with such Conservation Values and purposes.
B. Duration. This Conservation Easement shall be perpetual. It is an easement in gross,
runs with the land, and is enforceable by Grantee against Grantor, Grantor's successors, assigns,
lessees, agents, and licensees.
ARTICLE II. PROHIBITED AND RESTRICTED ACTIVITIES AND RESERVED RIGHTS
Subject to the Grantor's reserved rights set forth herein, the Property shall be maintained in its
natural and open condition and shall be restricted from any development or use that would impair or
interfere with the Conservation Values of the Property. Any activity on or use of the Property
inconsistent with the purposes of this Conservation Easement is prohibited; provided, however, that all
rights reserved by Grantor hereunder are considered to be consistent with the conservation purposes of
this Conservation Easement and require no prior notification to or approval by Grantee unless
expressly provided hereunder. Notwithstanding the foregoing, the Grantor and Grantee have no right
to agree to any activity that would result in the termination of this Conservation Easement. Grantee
makes no representation that the Property is suitable for any of the reserved activities and uses, or that
the exercise of any reserved rights is or shall be permitted under any local, state or federal law or
regulation.
Without limiting the generality of the foregoing, the following activities and uses on the
Property are expressly prohibited, restricted, allowed, permitted or reserved to the Grantor, as specified
herein:
A. Industrial and Commercial Use. Industrial or commercial uses of the Property and any
right of passage, access, ingress, egress and regress to, from and across the Property for such purposes
is prohibited except, however, that the following limited commercial uses of the Property and any right
of passage, access, ingress, egress and regress to, from and across the Property shall be allowed so long
as they are conducted in a manner consistent with the Conservation Values of this Conservation
Easement:
(1) Leasing and licensing of hiking, nature study, nature and environmental education
tours, scientific research, and similar passive or "eco- tourist" type, commercial or
recreational activities and uses of the Property; and
(2) Hunting, fishing and other recreational uses as described in Article II, Section I
below and the commercial leasing of the Property for hunting and fishing.
3

All such permitted activities shall be conducted in a manner consistent with and shall maintain
the Conservation Values of the Property.
B. Foresgy. Management of timber by Grantor is allowed to the extent necessary to post
and fence the Property, to facilitate the achievement of the restoration work established in the
Mitigation Plan, or to protect the natural environment in areas where the forest is damaged, or has the
potential to be damaged, by natural forces such as hurricane, flood, storm, fire, insects or infectious
organisms. Such timber and debris clearing must be carried out in a manner that will not adversely
affect the natural condition of the Property, and shall be subject to approval by the Grantee and Third
Party.
C. Natural Resource Restoration and Wildlife Habitat Enhancement Activities.
Notwithstanding any terms contained within this Conservation Easement, Grantor may use the
Property for wildlife habitat and natural community restoration and/or environmental education,
research, management and enhancement purposes and may engage or contract others to engage in any
activity designed to repair, restore, or otherwise enhance the natural resources found or once present on
the Property, so long as such uses do not significantly diminish or impair the Conservation Values.
D. Improvements. New Construction and Access Thereto. Grantor may not construct
buildings and other improvements on the Property. No satellite, cell, radio or other
telecommunications tower may be placed or constructed on the Property. Grantor or its successors and
assigns may:
(1) Construct fences and hunt stands on the Property;
(2) Maintain and repair the existing soil roads and paths without the prior written
consent of Grantee. Roads and paths on the Property shall be limited to permeable
materials and shall be no wider than 8 feet. Paths for ingress and egress are
intended for passive recreational, monitoring, and/or educational purposes only.
New roads may not be constructed without the prior written approval of Grantee and
Third Party.
E. Si nage. Display to the public of billboards, signs or advertisements is prohibited on or
over the Property, except the posting of no trespassing signs, for sale signs, a sign designating the
name of the Property or any hunting use of the Property, signs identifying the Conservation Values of
the Property and/or identifying the Grantor as owner of the Property and/or Grantee as holder of the
Conservation Easement or timber management signs.
F. Dumping. Dumping of nonbiodegradable substances such as chemicals and other
hazardous substances, trash, garbage, waste, abandoned vehicles, appliances, machinery, tanks, or
other nonbiodegradable material on the Property is prohibited. Disposal of storm debris, dead leaves,
vegetative matter generated on or from the Property by depositing and burning said material in
appropriate areas is allowed. Grantor and Grantee recognize that illegal dumping of refuse by third
parties can occur and Grantor shall remove such material within a reasonable time through specific
collection or routine clean -ups. The temporary storage of trash in receptacles for periodic off -site
disposal is permitted. Land application of domestic septic effluent and/or municipal, commercial or
industrial sewage sludge or liquid generated from such sources is prohibited.
4

G. Mineral Use, Excavation, Dredging. No surface mining is permitted. There shall be no
commercial filling, excavation, dredging, mining or drilling; and there shall be no removal of topsoil,
sand, gravel, rock, peat, minerals or other materials, and no change in the topography of the land in any
manner on the Property except (a) for the purpose of combating erosion or flooding on the Property;
(b) as incidental to the repair and maintenance of existing soil roads on the Property; and (c) to restore
natural topography or drainage patterns. Notwithstanding the foregoing, no activity expressly
permitted shall significantly impair or interfere with the Conservation Values of the Property as set
forth in the Recitals hereinabove.
H. Recreation. Grantor reserves the right to engage in any and all outdoor recreational
activities, such as hunting and fishing, including the leasing or licensing of same to private individuals,
groups or the general public and the construction of temporary or permanent deer stands, provided all
such activities must be consistent with the continuing of natural conditions of the Property.
I. Conveyance and Subdivision. The Property shall not be divided, partitioned, or
subdivided, or conveyed except in its current configuration as a single parcel.
J. Development Rights. No development rights encumbered or extinguished by this
Conservation Easement shall be transferred to any other lands pursuant to a transferable development
rights scheme or cluster development arrangement or otherwise.
K. Quiet Enjo, ent. Grantor, in accordance with its property rights, reserves to itself, its
successors, and assigns, all rights accruing from its ownership of the Property, including (i) the right to
engage in or permit or invite others to engage in all uses of the Property as exist on the date of this
Conservation Easement that are not expressly prohibited or restricted herein and do not significantly
impair or interfere with the Conservation Values of the Property as set forth in the Recitals
hereinabove; and (ii) the right to sell, give, transfer or otherwise convey the Property. Without limiting
the generality of the foregoing, Grantor expressly reserves for itself, its successors and assigns, invitees
and licensees the right of quiet enjoyment of the Property.
L. Water Quality and Drainage Pattern. There shall be no diking, draining, dredging,
channeling, filling, leveling, pumping, impounding or related activities, or altering or tampering with
water control structures or devices, or disruption or alteration of the restored, enhanced, or created
drainage patterns, or impairing the flow or of waters or wetlands within the Property. In addition,
diverting or causing or permitting the diversion of surface or underground water into, within, or out of
the Property by any means; removal of wetlands; and polluting or discharging into waters, springs,
seeps or wetlands is prohibited. Notwithstanding the above, both Grantor and Grantee have the right, at
their respective expense, to undertake such activities consistent with the restoration of the property that
are designed to maintain the natural drainage patterns, hydrology, natural plant habitat or wetland
values.
M. Landscape Management. Landscape alteration by the Grantor in accordance with the
restoration construction activities as specified in the Detailed Mitigation Plan and approved in the MBI
is allowed, provided that such alteration is consistent with restoring and/or preserving the natural
condition of the Property.
N. Other Reserved Rights. Grantor reserves the right to engage in all acts or uses not
prohibited by the Restrictions, and which are not inconsistent with the conservation purposes of this

grant, the preservation of the Property substantially in its natural condition, and the protection of its
environmental systems, including, but not limited to, the right to quiet enjoyment of the Property, the
rights of ingress and egress, and the right to sell, transfer, gift or otherwise convey the Property,
provided such sale, transfer or gift conveyance is subject to the terms of, and shall specifically
reference, this Conservation Easement, and the right to use the Property as part of a wetland mitigation
bank as approved in the MBI from which wetland mitigation credits are produced and conveyed to
other parties.
ARTICLE III. ENFORCEMENT AND REMEDIES
A. Notification and Enforcement. To accomplish the objectives of this Conservation
Easement, the parties are allowed to prevent any activity on or use of the Property that is inconsistent
with the purposes of this Conservation Easement and to require the restoration of such areas or features
of the Property that may be damaged by such activity or use. Upon any breach of the terms of this
Conservation Easement by either party (the "Breaching Party") that comes to the attention of the other
party ( "Non- Breaching Party"), the Non - Breaching Party shall notify the Breaching Party in writing of
such breach and whether it considers such breach to be material. The Breaching Party shall have ninety
(90) days after receipt of such notice to correct the conditions constituting such breach. If a breach
alleged to be a material breach by the other party remains uncured after ninety (90) days, the Non -
Breaching Party may:
(1) Enter and inspect the Property for the purpose of determining whether there is a
breach of this Conservation Easement; and/or to
(2) Institute and maintain any suits or proceedings to prevent any impairment of the
Property by acts which may be unlawful or in violation of this Conservation
Easement, to otherwise preserve or protect its interest in the Conservation
Easement, and to seek and recover damages from any appropriate person or
entity, and/or to enjoin any breach or enforce any covenant by temporary, and/or
permanent injunction, either prohibitive or mandatory; and/or to
(3) Require that the Property be restored promptly to the condition required by this
Conservation Easement.
Notwithstanding the foregoing, Grantee reserves the immediate right, without notice, to seek a
temporary restraining order, injunctive or other appropriate relief if the breach of the term of this
Conservation Easement is or would irreversibly or otherwise materially impair the benefits to be
derived from this Conservation Easement. The Grantor and Grantee acknowledge that under such
circumstances damage to the Grantee would be irreparable and remedies at law will be inadequate.
Notwithstanding anything herein to the contrary, Grantor shall not have any liability for damage to the
Property resulting from, or duty to restore any portion of the Property damaged by, any acts in
violation of the terms of this Conservation Easement unless such acts are committed by or at the
direction of Grantor.
The Non - Breaching Party's remedies shall be cumulative and shall be in addition to any other
rights and remedies available to the Non - Breaching Party at law or equity. Notwithstanding the
foregoing provisions, if the Non - Breaching Party, in its sole, but reasonable, discretion, determines that
circumstances require immediate action to prevent or mitigate significant damage to the Conservation

Values of the Property, the Non - Breaching Party may pursue its remedies without prior notice to the
Breaching Party, but shall exercise reasonable efforts to promptly notify the Breaching Party.
B. Inspection. The Grantee, its employees, agents and its successors and assigns, and
Third Party shall have the right, with prior notice to Grantor, to enter the Property at reasonable times
and in reasonable numbers of persons for the purpose of inspecting and monitoring the Property to
determine whether Grantor or its assigns are complying with the terms, conditions and restrictions of
this Conservation Easement. Grantee accepts all liability without limitation arising out of its use of the
Property, including but not limited to Grantee's employees, consultants, or invitees while on the
Property, except harm caused by Grantor's gross negligence.
C. Acts Beyond the Grantor's Control. Nothing contained in this Conservation Easement
shall be construed to entitle the Grantee to bring any action against Grantor nor constitute a breach by
Grantor, for any injury to, change in, or any condition or use of the Property caused by third parties,
resulting from causes beyond the Grantor's control, including, without limitation, fire, flood, storm,
and earth movement, or from any prudent action taken in good faith by Grantor under emergency
conditions to prevent, abate, or mitigate significant injury to life, damage to property or harm to the
Property resulting from such causes. Grantor shall be under no duty to repair any damage resulting
from any such acts or causes.
D. Costs of Enforcement. All costs incurred by the Non - Breaching Party in enforcing the
terms of this Conservation Easement against the Breaching Party, including, without limitation, costs
of suits, attorney's fees and any costs of restoration necessitated by the Breaching Party's acts or
omissions in violation of the terms of this Conservation Easement, shall be borne exclusively by the
Breaching Party to the extent that the Breaching Party is judicially determined to have failed to comply
with the terms of this Conservation Easement.
E. No Waiver. Enforcement of this Conservation Easement shall be at the discretion of the
parties and any forbearance by a party to exercise its rights hereunder in the event of any breach of any
term set forth herein shall not be deemed or construed to be a waiver by such party of such term or of
any subsequent breach of the same or of any other term of this Conservation Easement or of such
party's rights hereunder. No delay or omission by a party in the exercise of any right or remedy shall
impair such right or remedy or be construed as a waiver thereof.
ARTICLE IV. THIRD -PARTY RIGHTS
Grantor and Grantee agree that third -party rights of enforcement shall be held by Third Party
and that these rights are in addition to, and do not limit, the rights of the parties to the Mitigation
Banking Instrument.
ARTICLE V. NO PUBLIC ACCESS
The granting of this Conservation Easement does not convey to the public the right to enter the
Property for any purpose whatsoever and the public shall have no such right of access with or without
the permission of Grantee unless Grantor by written consent conveys such access to the public.
Grantor reserves the right to exclude the public from the Property and reserves all rights of a land
owner under North Carolina law to deal with persons on the Property without Grantor's written
consent. However, this Conservation Easement does not restrict any public right to view the Property

from adjacent publicly accessible areas. Grantor may erect "no trespassing" signs and enforce trespass
laws with respect to the Property. Grantee has no right to permit any party to enter the Property except
as provided in Article III, Section B hereof. Notwithstanding the foregoing, if Grantor conveys access
to the Property to the public, such uses by the public shall be subject to the terms of this Conservation
Easement.
ARTICLE VI. EXHIBIT, DOCUMENTATION AND TITLE
A. Legal Description. Exhibit A to this Conservation Easement contains the legal
description of the Property that is subject to this Conservation Easement, which Exhibit A is attached
hereto and made a part hereof.
B. Easement or Baseline Documentation Report. The parties acknowledge that the
Baseline Documentation Report, prepared by the Grantee, a copy of which is on file at the offices of
the Grantee, accurately establishes the uses, Conservation Values and condition of the Property as of
the date hereof. Grantee acknowledges and agrees that (i) the Grantor's uses and the Conservation
Values of the Property and (ii) the condition of the Property as of the date hereof comply with the
terms and conditions of this Conservation Easement.
C. Title. The Grantor covenants and represents that the Grantor is the sole owner of and is
seized of the Property in fee simple and has good right to give, grant and convey this Conservation
Easement; that the Property is free and clear of any and all encumbrances, except for the exceptions
listed in Exhibit B attached hereto and incorporated herein by reference, easements, implied easements,
easements arising by legal implication, leases of record, and prescriptive rights of third parties
(collectively, "Permitted Exceptions "); and Grantor covenants that the Grantee shall have the use of
and enjoy all of the benefits derived from and arising out of this Conservation Easement.
ARTICLE VII. MISCELLANEOUS
A. Subsequent Transfers. Grantor, its successors and assigns, shall notify Grantee and
Third Party in writing of the name(s) and address(es) of any party to whom the Property, or any part
thereof or interest therein, is to be transferred and such other documentation as Grantor's professional
advisors shall deem reasonably necessary at or prior to the time said transfer is consummated. Grantor,
for itself and its successors and assigns, agrees to incorporate by reference the terms of this
Conservation Easement in any deed, lease or other legal instrument by which it transfers or divests
itself of any interest, including leasehold interests, in all or a portion of the Property. Failure of
Grantor to comply with this Paragraph shall not impair the validity of this Conservation Easement as to
successor owners or limit its enforceability in any way, nor shall Grantor's failure to comply with this
Paragraph constitute a default under this Conservation Easement. Grantor agrees that the Conservation
Easement is assignable by Grantee in whole, but not in part, upon Grantor's prior written consent,
which shall not be unreasonably withheld, conditioned or delayed, and Grantee agrees to notify
Grantor in writing of any assignment made by Grantee upon such assignment occurring and shall
provide Grantor together with such notice the following: a copy of the proposed assignment; the name,
address, telephone number and principal contact of the assignee; and documentation which verifies that
the assignee is a "qualified organization" within the meaning of Section 170(h)(3) of the Code and
such other documentation as Grantor's professional advisors shall deem reasonably necessary.
8

B. Conservation Purpose.
(1) Grantee, for itself, its successors and assigns, agrees that this Conservation
Easement shall be held exclusively for conservation purposes, as defined in Sections
170(h)(4)(A) and 203 1 (c)(8)(B) of the Internal Revenue Code.
(2) Grantor and Grantee agree that the donation of this Conservation Easement gives
rise to a property right, immediately vested in Grantee, with a fair market value equal to the
proportionate value that the Conservation Easement bears to the value of the Property as a
whole as determined by an appraisal prepared by an MAI certified appraiser, which appraisal
shall be based on the hypothetical condition that the highest and best use of the Property as a
whole is commercial forestland and shall establish a value of the Property as if it were
commercial forestland. Grantor and Grantee agree that such value of the Conservation
Easement shall exclude any value attributable to Grantor's wetland mitigation credits and
hereby assign a proportionate value of fifty percent (50 %) to the Conservation Easement
interest.
That proportionate value of the Grantee's property rights shall remain constant. If a
change in conditions occurs which makes impossible or impractical any continued protection of
the Property for conservation purposes, the restrictions contained herein may only be
extinguished by judicial proceeding. Upon such proceeding, the Grantee, upon a subsequent
sale, exchange or involuntary conversion of the Property, shall be entitled to a portion of the
proceeds at least equal to that proportionate value of the Conservation Easement. The Grantee
shall use its share of the proceeds in a manner consistent with the conservation purposes set
forth in the Recitals herein.
(3) If all or any part of the Property is taken under the power of eminent domain by
public, corporate, or other authority, or otherwise acquired by such authority through a
purchase in lieu of a taking, Grantor and Grantee shall join in appropriate proceedings at the
time of such taking to recover the full value of their respective interests in the Property subject
to the taking and all incidental or direct damages resulting from the taking, unless applicable
law provides that Grantor is entitled to the full proceeds from the taking, sale or conversion
without regard to the terms of this Conservation Easement. All expenses reasonably incurred
by the parties to this Conservation Easement in connection with such taking shall be paid out of
the recovered proceeds. The respective rights of the Grantor and Grantee set forth in this
subsection shall be in addition to, and not in limitation of, any rights they may have at law.
(4) The parties hereto recognize and agree that the benefits of this Conservation
Easement are in gross and assignable as provided herein; provided however, that the Grantee
hereby covenants and agrees that in the event it transfers or assigns this Conservation
Easement, the organization receiving the interest will be a qualified organization as that term is
defined in Section 170(h)(3) of the Internal Revenue Code of 1986 (or any successor section)
and the regulations promulgated thereunder, which is organized or operated primarily for one
of the conservation purposes specified in Section 170 (h)(4)(A) of the Internal Revenue Code,
and Grantee further covenants and agrees that the terms of the transfer or assignment will be
such that the transferee or assignee shall be bound by the terms of this Conservation Easement.
C. Construction of Terms. This Conservation Easement shall be construed to promote the
purposes of the North Carolina enabling statute set forth in N.C.G.S. Section 121 -34, which authorizes

the creation of conservation easements for purposes including those set forth in the Recitals herein, and
the conservation purposes of this Conservation Easement, including such purposes as are defined in
Sections 170(h)(4)(A) and 203 1 (c)(8)(B) of the Internal Revenue Code.
D. Entire Agreement. This instrument sets forth the entire agreement of the parties with
respect to the Conservation Easement and supersedes all prior discussions, negotiations,
understandings or agreements relating to the Conservation Easement.
E. Recording. Grantee shall record this instrument and any amendment hereto in the
official land records of Craven County, North Carolina, and may re- record it at any time as may be
required to preserve its rights under this Conservation Easement.
F. Hazardous Waste. To the best of Grantor's knowledge, Grantor represents that no
hazardous substance or toxic waste under any applicable rule and regulations exists on the Property nor
has any been generated, treated, stored, used, disposed of, or deposited in or on the Property, and that
there are not now any underground storage tanks located on the Property. Grantor, its successors and
assigns shall indemnify, defend, reimburse and hold harmless Grantee, its successors and assigns, from
and against any and all environmental damages arising from the presence of Hazardous Materials
upon, about or beneath the Property or migrating to or from the Property and arising out of Grantor's,
its successors' or assigns' violation of any environmental requirements pertaining to the Property and
any activities now or hereafter conducted thereon by Grantor, its successors and assigns.
G. Notices and Consent. Unless otherwise provided herein, all notices or other
communications which may be or are required to be given or made by any party to the other under this
Conservation Easement shall be in writing and shall be deemed to have been properly given and
received on the date deposited in the United States mail, registered or certified, return receipt
requested, addressed to the parties as set out below or to such other address(es) as either party may
establish by written notice to the other delivered in accordance herewith.
To Grantor:
Ms. Alissa Cale, Weyerhaeuser NR Company
1785 Weyerhaeuser Road
Vanceboro, NC 28586
Telephone: [phone]
To Grantee:
North Carolina Coastal Land Trust
131 Racine Drive, Suite 202
Wilmington, NC 28403
Telephone: [phone]
Facsimile: (910)790 -0392
To Third Party:
Mr. Raleigh Bland
U.S. Army Corps of Engineers
Regulatory Division
2407 West Fifth Street
Washington, NC 27889
10

In any case where the terms of this Conservation Easement require the consent of any party, such
consent shall be requested by written notice. Such consent shall be deemed to have been given unless,
within forty-five (45) days after receipt of notice, a written notice of disapproval and the reason
therefore has been mailed to the party requesting consent.
H. Amendments. If circumstances arise under which an amendment to or modification of
this Conservation Easement would be appropriate, Grantor and Grantee are free to jointly amend this
Conservation Easement with permission of Third Party to meet changing conditions, provided that no
amendment will be allowed that is inconsistent with the purposes of this Conservation Easement;
affects the perpetual duration of this Conservation Easement; and any amendment must be in writing
and signed and acknowledged by Grantor and Grantee, or their respective successors and assigns.
Such amendment(s) shall be effective upon recording in the office of public land records of Craven
County, North Carolina.
I. Present Condition of the Property. The natural characteristics of the Property and its
current use and state of improvement are described in the Baseline Documentation Report referenced
above prepared by Grantee and acknowledged by the Grantor and Grantee to be complete and accurate
as of the date hereof. Both Grantor and Grantee have copies of this Report. It will be used by the
parties to assure that any future changes in the use of the Property will be consistent with the terms of
this Conservation Easement. However, this Report is not intended to preclude the use of other
evidence to establish the present condition of the Property if there is any dispute with respect to its use.
J. Applicable Law and Interpretation. This Conservation Easement shall be construed
under the laws of the State of North Carolina, and any ambiguities herein shall be resolved so as to
give maximum effect to the conservation purposes sought to be protected herein.
K. Binding Effect. The covenants agreed to and the terms, conditions, restrictions and
purposes imposed in this Conservation Easement shall be binding upon Grantor, Grantor's successors
and assigns and shall continue as a servitude running in perpetuity with the Property.
L. Invalidily. The invalidity of any provision (or portion thereof) of this Conservation
Easement shall not be deemed to impair or affect in any manner the validity or enforceability or effect
of the remaining provisions (or portions thereof) of this Conservation Easement, and in such event, all
of the other provisions of this Conservation Easement shall continue in full force and effect as if such
invalid provision had never been included herein and the application of such provision to persons or
circumstances other than those as to which it is found to be invalid, shall not be affected thereby.
M. Captions. The captions herein are only for convenience and reference and do not
define, limit or describe the scope of this Conservation Easement, or the intent of any provision hereof.
N. Interpretation. Whenever appropriate the singular may be read as plural, and plural may
be read as singular, and the masculine gender may be read as the feminine or neuter gender.
O. Taxes and Assessments. The Grantor shall pay any real estate taxes, ad valorem,
deferred land -use or roll -back taxes and all other tax assessments of whatever kind and nature assessed
or levied against the Property.
11

P. No Extinguishment by Merger. The Grantor and Grantee agree that the terms of
this Conservation Easement shall survive any merger of the fee and easement interests in the Property.
Q. Mediation. If a dispute arises between the parties concerning the consistency of any
proposed use or activity with the purpose or terms of this Conservation Easement that they cannot
resolve through unassisted consultation between themselves, and Grantor agrees not to proceed with,
or shall discontinue, the use or activity pending resolution of the dispute, either party may refer the
dispute to mediation by request made in writing upon the other. Within ten (10) days of the receipt of
such a request, the parties shall select a single trained and impartial mediator. If the parries are unable
to agree on the selection of a single mediator, then the parries within fifteen (15) days of the receipt of
the initial request shall jointly apply to a proper court for the appointment of a trained and impartial
mediator. Mediation shall then proceed in accordance with the following guidelines:
(1) ose. The purpose of the mediation is to (i) promote discussion between the parries; (ii)
assist the parties to develop and exchange pertinent information concerning the issues in
dispute; and (iii) assist the parties to develop proposals that enable them to arrive at a
mutually acceptable resolution of the controversy. The mediation is not intended to result
in any express or de facto modification or amendment of the terms, conditions or
restrictions of this Conservation Easement.
(2) Participation. The mediator may meet with the parties and their counsel jointly or ex parte.
The parries agree that they will participate in the mediation process in good faith and
expeditiously, attending all sessions scheduled by the mediator. Representatives of both
parties with settlement authority will attend mediation sessions as requested by the
mediator.
(3) Confidentiality. All information presented to the mediator shall be deemed confidential and
shall be disclosed by the mediator only with the consent of the parties or their respective
counsel. The mediator shall not be subject to subpoena by any party. No statements made
or documents prepared for mediation sessions shall be disclosed in any subsequent
proceeding or construed as an admission of a party.
(4) Time Period. Neither party shall be obligated to continue the mediation process beyond a
period of ninety (90) days from the date of receipt of the initial request or if the mediator
concludes that there is no reasonable likelihood that continuing mediation will result in a
mutually agreeable resolution of the dispute.
(5) Costs. The cost of the mediator shall be borne equally by the Grantor and Grantee; the
parties shall bear their own expenses, including attorney's fees, individually.
R. Indemnily. Grantee, and its successors and assigns, agrees to the fullest extent
permitted by law, to defend, protect, indemnify and hold harmless Grantor from and against all claims,
actions, liabilities, damages, fines, penalties, costs and expenses suffered as a direct or indirect result of
any violation of any federal, state, or local environmental law by Grantee after the date hereof related
to hazardous substance, waste or other regulated material in, on or under the Property.
S. Subsequent Liens and Transfers. No provisions of this Conservation Easement shall be
construed as impairing the ability of Grantor to use the Property for collateral for borrowing purposes,
12

provided that any mortgage or lien arising therefrom shall be subordinated to this Conservation
Easement. The Property owner shall not convey the Property or any interest therein, and shall not
incur, assume, or suffer to exist any lien upon or with respect to the Property without disclosing to the
prospective buyer the Conservation Easement and the obligations of the Property owner and
limitations on use of the Property.
T. Transfer of Conservation Easement. Subject to the Grantor's reasonable written
consent, of the proposed transferee, which consent shall not be unreasonably withheld, conditioned or
delayed, the Grantee shall have the right to transfer this Conservation Easement to any public agency
or private nonprofit organization that, at the time of transfer, is a qualified organization under § 170(h)
of the U.S. Internal Revenue Code, as amended and under NCGS 121 -34 et seq., provided the agency
or organization expressly agrees to assume the responsibility imposed on the Grantee by this
Conservation Easement. As a condition of such transfer, Grantee shall require that the conservation
purposes advanced hereunder shall continue to be carried out. The transfer or assignment shall be
made in a writing signed by the parties and the transferee or assignee, and recorded in the Craven
County Registry.
If the Grantee ever ceases to exist or no longer qualifies under §170(h) of the U.S. Internal
Revenue Code, or applicable law, a court with jurisdiction shall transfer this Conservation Easement to
another qualified organization having similar purposes that agrees to assume the responsibility
imposed by this Conservation Easement. Any expenses relative to such transfer shall be at Grantee's
expense.
TO HAVE AND TO HOLD a Conservation Easement on the Property unto Grantee, its
successors and assigns, forever. And the Grantor covenants with the Grantee that Grantor is seized of
the Property in fee simple, has the right to convey this Conservation Easement to the Grantee, that title
is marketable and free and clear of all encumbrances, and that the Grantor will warrant and defend the
title against the lawful claims of all persons whomsoever except for the Permitted Exceptions and any
other exceptions set forth in this Conservation Easement.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed in its name by
authority duly given and Grantee has caused this instrument to be executed in its name by authority of
its Board of Directors, the day and year first above written.
SIGNATURES ON FOLLOWING PAGE
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[Corporate Seal]
NORTH CAROLINA
COUNTY
I, -
certify that
GRANTOR:
WEYERHAEUSER NR COMPANY
Printed Name
Title
Notary Public in and for the County and State aforesaid,
personally came before me this day and
acknowledged that s/he is
so, executed the forgoing on behalf of the corporation.
Witness my hand and official seal or stamp this
2012.
NOTARY PUBLIC
Print Name:
My commission expires:
14
of Weyerhaeuser, and being authorized to do
day of ,
(Notary Seal)

GRANTEE:
[Corporate Seal] NORTH CAROLINA COASTAL LAND TRUST
NORTH CAROLINA
NEW HANOVER COUNTY
Printed Name Title
I, , Notary Public in and for the County and State aforesaid,
certify that personally came before me this day and
acknowledged that he is President of North Carolina Coastal Land Trust, and being authorized to do
so, executed the forgoing on behalf of the corporation.
Witness my hand and official seal or stamp this day of
2012.
NOTARY PUBLIC
Print Name:
My commission expires:
15
(Notary Seal)

EXHIBIT A
TO
CONSERVATION EASEMENT
LEGAL DESCRIPTION OF THE PROPERTY SUBJECT
TO THE CONSERVATION EASEMENT
BEING all of those certain tracts shown and delineated as " " on that
certain map entitled " , dated , 2012, recorded in Map
or Plat Book , Page , Craven County Registry, reference to which is hereby made for a
more perfect description of the aforesaid
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EXHIBIT B
TO CONSERVATION EASEMENT
EXCEPTIONS
1. Craven County ad valorem taxes for the year 2011, and all subsequent years, which shall
remain the responsibility of the Grantor, its, successors and assigns; and
2. All general service and utility easements of record in the Craven County Registry;
3. Such matters disclosed on that survey entitled in part, ".
prepared by , Professional
. - and recorded in Plat Cabinet
County Public Registry.
m
Land Surveyor, dated
Slide Craven
4. Title to that portion of the land lying below the high water mark of Brice's Creek.
5. Laws of the State of North Carolina or any other governmental agency relating to wetlands
and/or waterfront property.
6. Riparian rights of others in and to creeks, ditches, canals, marshes and other water courses on
the land, including, but not limited to, Brice's Creek.
AND ADDITIONAL EXCEPTIONS TO BE DETERMINED AFTER TITLE WORK RECEIVED.
17