WILLAMETTE INDUSTRIES INC
EXHIBIT 10(L)
<DOCUMENT>
<TYPE>EX-10.(L)
<SEQUENCE>5
<FILENAME>v79560ex10-l.txt
<DESCRIPTION>EXHIBIT 10(L)
<TEXT>
<PAGE>

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN





                              AMENDED AND RESTATED
                        EFFECTIVE AS OF JANUARY 1, 2000
                      AS AMENDED THROUGH JANUARY 28, 2002


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----
<S>                                                                                   <C>
ARTICLE I      -      NATURE OF PLAN                                                    2

ARTICLE II     -      PARTICIPATION                                                     3

ARTICLE III    -      BENEFITS                                                          4

               3.1    Benefit Entitlement                                               4
               3.2    Unrestricted Benefit                                              4
               3.3    Restricted Benefit                                                7
               3.4    Benefit Credits                                                   7
               3.5    Continuous Employment                                             7
               3.6    Break in Service                                                  8
               3.7    Loss of Benefit and Vesting Credits                               8
               3.8    Reinstatement of Benefit and Vesting Credits                      8
               3.9    Value of Vested and Reinstated Benefit Credits                    9
               3.10   Compensation                                                      9
               3.11   Felix M. Hammack Benefit                                         10
               3.12   Benefit Guidelines                                               10
               3.13   Special Early Retirement Benefit                                 10
               3.14   Dave H. Hill Benefit                                             11

ARTICLE IV     -      VESTING                                                          12

ARTICLE V      -      PRERETIREMENT DEATH BENEFIT                                      13

ARTICLE VI     -      BENEFIT FORM                                                     14

               6.1    Single Participant Benefit                                       14
               6.2    Married Participant Benefit                                      14
               6.3    Automatic Cash Out                                               15a
               6.4    Actuarial Equivalent                                             15a

ARTICLE VII    -      TIME OF PAYMENT                                                  17

               7.1    Time of Commencement                                             17
               7.2    Amount of Disability Retirement Benefits                         17
               7.3    Early Retirement                                                 18
               7.4    Change-In-Control Benefit                                        19

ARTICLE VIII   -      NONASSIGNABILITY OF BENEFITS                                     29

ARTICLE IX     -      FUNDING                                                          30

ARTICLE X      -      ADMINISTRATION OF THE PLAN                                       31
</TABLE>


                                                                Second Amendment
                                                                January 1, 2002


                                     - i -
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
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<S>                                                                                   <C>
ARTICLE XI     -      GOVERNING LAW                                                    32

ARTICLE XII    -      CLAIMS PROCEDURE                                                 33

               12.1   Retirement Board Actions                                         33
               12.2   Filing of Claim                                                  33
               12.3   Claims Review Procedure                                          33
               12.4   Consistent Application                                           35a

ARTICLE XIII   -      AMENDMENTS AND TERMINATION                                       36

EXHIBIT A      -      SOCIAL SECURITY COVERED COMPENSATION                            A-1

EXHIBIT B      -      SPECIAL EARLY RETIREMENT BENEFIT
                      PARTICIPANTS                                                    B-1

EXHIBIT C      -      ACTUARIAL EQUIVALENT FACTORS                                    C-1
</TABLE>


                                                                Second Amendment
                                                                January 1, 2002


                                     - ii -
<PAGE>

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                              AMENDED AND RESTATED
                         EFFECTIVE AS OF JANUARY 1, 2000


                                     PARTIES

              This Amended and Restated Plan effective as of January 1, 2000, is
adopted by Willamette Industries, Inc., hereinafter referred to as the
"Company."

                                    RECITALS

              Effective as of January 1, 1989, the Company last amended and
restated the Willamette Industries, Inc., Supplemental Benefits Plan (the
"Plan").

              The Plan was last amended effective April 20, 1999.

              The Company desires to further amend and restate the Plan, in
accordance with Article XIII of the Plan, in certain respects.

                            AMENDMENT AND RESTATEMENT

              The Plan is hereby amended and restated effective as of January 1,
2000, to read in full as follows:


                                     - 1 -
<PAGE>

                                    ARTICLE I

                                 NATURE OF PLAN

              This Plan is intended to be and shall be administered and
maintained by the Company as an income tax nonqualified, unfunded plan primarily
in part for the purpose of providing excess benefit plan benefits as described
in Section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended, to those provided under the Willamette Industries, Inc., and Associated
Companies Salaried Employees' Retirement Plan ("the Salaried Plan"), and in part
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees within the meaning of ERISA Sections
201(2), 301(a)(3), and 401(a)(1).


                                     - 2 -
<PAGE>

                                   ARTICLE II

                                  PARTICIPATION

              Any employee of the Company who is compensated on a monthly salary
basis and whose Unrestricted Benefit exceeds the Restricted Benefit, who is
entitled to a specific Plan benefit or who is an officer who has an individual
Change-in-Control agreement shall be a Participant. The intent of the foregoing
officer provision is that such officers get the 7.4(e) Change-in-Control
benefits whether or not they have another benefit under this Plan.


                                                               First Amendment
                                                               December 21, 2000


                                     - 3 -
<PAGE>

                                   ARTICLE III

                                    BENEFITS

              3.1 BENEFIT ENTITLEMENT. Each vested Participant shall be entitled
to receive a monthly benefit under this Plan commencing in accordance with 7.1,
which is the Actuarial Equivalent of the monthly amount by which such
Participant's Unrestricted Benefit exceeds the Participant's Restricted Benefit.

              3.2 UNRESTRICTED BENEFIT. A Participant's Unrestricted Benefit at
age 65 is 1/12th of the larger of the benefit derived from (a) or (b) below:

              (a) The benefit derived from this 3.2(a) is the sum of (1) and (2)
       below:

                     (1) Total Benefit Credits up to 35 multiplied by

                            (A) 1.15 percent of the Participant's Average
                     Highest-Five Compensation; plus

                            (B) .50 of 1 percent of that portion of the
                     Participant's Average Highest-Five Compensation in excess
                     of the Participant's Social Security Covered Compensation.
                     A Participant's Social Security Covered Compensation is the
                     average of the Social Security taxable wage bases for the
                     35 calendar years ending with the calendar year of Social
                     Security retirement age. For this purpose, Social Security
                     retirement age is 65 for Participants born before 1938, 66
                     for Participants born from


                                     - 4 -
<PAGE>

                     1938 through 1954, and 67 for Participants born after 1954.
                     The wage base will be changed and this Plan will
                     automatically be amended whenever the maximum earnings
                     currently subject to Social Security tax are changed and
                     such change is approved by the Internal Revenue Service.
                     The current Social Security Taxable Wage Base table is set
                     forth in Exhibit A attached hereto, which may be replaced
                     without formal Plan amendment upon a change in the wage
                     base as described above.

                     (2) Total Benefit Credits in excess of 35 multiplied by
              1.50 percent of the Participant's Average Highest-Five
              Compensation.

                     (3) Notwithstanding 3.2(a)(1) or (2), no benefit (including
              a disability benefit) being received by a Participant or
              beneficiary shall be decreased by reason of any increase in the
              Social Security Taxable Wage Base and provided further that (A) if
              a Participant is separated from Service and does not subsequently
              return to Service and resume membership in the Plan, the
              Participant's benefit shall not be decreased by reason of any
              increase in such taxable wage base made after the later of
              September 2, 1974, and the Participant's separation from Service;
              or (B) if a Participant is separated from Service and subsequently


                                     - 5 -
<PAGE>

              returns to Service and resumes participation in the Plan, the
              Participant's benefit shall not be decreased by reason of any
              increase in such taxable wage base effective after September 2,
              1974, and during separation from Service that would decrease the
              benefits to which the Participant would have been entitled if the
              Participant had not returned to Service after the separation.

              (b) GRANDFATHERED BENEFIT. The benefit derived from this 3.2(b) is
       the sum of (1) and (2) below:

                     (1) The Participant's benefit earned as of December 31,
              1988, under the terms of this Plan as in effect on December 31,
              1988, multiplied by a fraction (not less than one), the numerator
              of which is the Participant's Average Highest-Five Compensation
              subject to 3.10, determined as of the current Plan Year and using
              the same definition as used to determine this frozen accrued
              benefit, and the denominator of which is the Participant's Average
              Highest-Five Compensation determined as if the Participant
              terminated employment as of December 31, 1988, and without regard
              to any Plan amendment made after that date.

                     (2) The Participant's benefit earned as of any date after
              December 31, 1988, under the terms of this Plan as in effect on
              January 1, 1989, based on Benefit Credits earned after December
              31, 1988, up to the sum of pre-and post-December 31, 1988, Benefit
              Credits being not more than 25.


                                     - 6 -
<PAGE>

              3.3 RESTRICTED BENEFIT. A Participant's Restricted Benefit is the
benefit calculated under 3.2, except that Compensation in excess of the limit
under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the
"Code"), shall be ignored, the benefit limitations of Section 415 of the Code
shall apply and Compensation used in computing that Restricted Benefit shall not
include employee elected deferrals under any nonqualified deferred compensation
arrangement as referred to in 3.10. For purposes of this 3.3, compensation in
excess of the limit under Code Section 401(a)(17) shall be determined in
accordance with the "extended wear-away" provisions of Treasury Regulation
Section 1.401(a)(4)-13(c)(4)(iii) with respect to a Participant who is a "Code
Section 401(a)(17) employee" within the meaning of Treasury Regulation Section
1.401(a)(17)-1(e)(2)(i) as of any date on or after January 1, 1994.

              3.4 BENEFIT CREDITS. A whole or fractional Benefit Credit is
earned for each completed calendar year of continuous salaried employment or
fraction thereof with the Company.

              3.5 CONTINUOUS EMPLOYMENT. Continuous employment is severed on the
later of:

              (a) The earlier of:

                     (1) Termination of employment;

                     (2) Failure to return from authorized leave of absence
              within the time specified by the Company or failure to fulfill
              other terms thereof;

                     (3) Failure to return from layoff within one year or
              failure to return when the Company required the employee's
              services within such period; or

                     (4) Failure to return from absence due to illness or
              accident within one year or after having been pronounced fit for


                                                               First Amendment
                                                               December 21, 2000


                                     - 7 -
<PAGE>

              duty by a doctor designated by the Company, whichever first
              occurs; and

              (b) The earlier of (1) the date an employee quits, retires, is
       discharged, or dies, or (2) the first anniversary of the first date of a
       period in which an employee remains absent from employment (with or
       without pay) with the Company or its controlled group for any reason
       other than quit, retirement, discharge or death, such as vacation,
       holiday, sickness, disability, leave of absence, or layoff.

              3.6 BREAK IN SERVICE. Prior to January 1, 1976, a break in service
shall occur upon a severance of continuous employment under 3.5(a). After
December 31, 1975, a Break in Service shall occur at the expiration of the
12-month period following the date a Participant's continuous employment is
severed under 3.5 if the Participant is not reemployed with the Company or its
controlled group within such 12-month period.

              3.7 LOSS OF BENEFIT AND VESTING CREDITS. Subject to reinstatement
pursuant to 3.8, all Vesting Credits shall be temporarily forfeited at the time
the Break in Service occurs, unless the Participant is vested. All Benefit
Credits and the accrued benefit attributable to Company contributions of a
nonvested Participant shall be temporarily forfeited when a deemed cash-out
distribution occurs on a severance of continuous employment. If a vested
Participant is cashed out in a lump-sum payment, all Benefit Credits represented
by such payment shall be permanently forfeited.

              3.8 REINSTATEMENT OF BENEFIT AND VESTING CREDITS. All Benefit and
Vesting Credits and the accrued benefit temporarily forfeited by a nonvested
Participant under 3.7 shall be reinstated upon resumption of employment with the
Company if the continuous period of


                                     - 8 -
<PAGE>

severance from service does not exceed the greater of five years or the
Participant's Vesting Credits earned prior to the Break in Service. (In
computing this total, Vesting Credits not required to be included by operation
of this subparagraph by reason of prior Breaks in Service shall be excluded.)

              3.9 VALUE OF VESTED AND REINSTATED BENEFIT CREDITS. Benefits
Credits that are vested or reinstated pursuant to 3.8 shall not receive a higher
percentage value than that applicable to retired Participants under 3.2, as
written on the earlier of the date continuous employment is severed as defined
in 3.5 or the date the Participant becomes an ineligible Company employee.

              3.10 COMPENSATION. For the purpose of determining Average
Highest-Five Compensation, "Compensation" shall mean the regular fixed salary
paid to an employee for service as a salaried employee, including Company
contributions made at the election of the employee under any qualified cash or
deferred arrangement as defined in Code Section 401(k) or to a Section 125
cafeteria plan, and excluding overtime, any pension, severance pay, retainer fee
under contract, bonus, or the like, and any other nonelective Company
contributions to this Plan or any other pension or profit sharing plan, whether
or not tax qualified, except that, for purposes of determining a Participant's
Unrestricted Benefit, "Compensation" shall include deferrals made at the
election of the employee under any nonqualified deferred compensation
arrangement maintained by the Company, including the Willamette Industries 1993
Deferred Compensation Plan.

              "Average Highest-Five Compensation" shall mean the amount
determined by averaging the annual Compensation received by a Participant in
each calendar year during the five-consecutive-calendar-year period prior to a
Participant's annuity starting date that produces


                                     - 9 -
<PAGE>

the highest annual average or such lesser period if the Participant has been an
employee for less than five calendar years.

              3.11 FELIX M. HAMMACK BENEFIT. A monthly benefit of $2,752.66
shall be paid to Felix M. Hammack for life with no payments to anyone else after
his death.

              3.12 BENEFIT GUIDELINES. As the benefit payable under this Plan as
of any date is to be an excess benefit to the benefit payable from the Salaried
Plan, which is restricted as described in 3.3, the Actuarial Equivalent value of
the benefit payable under this Plan shall be neither more or less than the
Actuarial Equivalent value of such excess benefit that cannot be paid under the
Salaried Plan as of the date a benefit is payable under this Plan. The benefit
payable under this Plan shall be reduced by the amount of any subsequent
increase in the benefit payable from the Salaried Plan.

              3.13 SPECIAL EARLY RETIREMENT BENEFIT. Notwithstanding any other
provision of this Plan, Participants designated by the Company in Exhibit B
shall be entitled to a benefit at early retirement, as determined under 7.3,
except that (a) for purposes of determining the Participant's Unrestricted
Benefit and Restricted Benefit, there shall be added to the amount determined
under 3.2 four additional Benefit Credits multiplied by 1.50 percent of the
Participant's Average Highest-Five Compensation and (b) for purposes of
determining the reduction for age under 7.3, applicable solely to the portion of
the Participant's benefit determined under 3.2(a)(1)(A) and (2) and this 3.13,
the Participant shall be credited with up to four additional years of age, but
not beyond age 62. If such a Participant dies prior to having an annuity
starting date, the preretirement death benefit under Article V shall be based on
the additional benefits described in this 3.13. The Company may, in its
discretion, condition


                                     - 10 -
<PAGE>

designation of a Participant for the additional benefits under this 3.13 upon
the Participant's ceasing Company employment not later than a date specified by
the Company.

              3.14 DAVID H. HILL BENEFIT. David H. Hill shall be entitled to the
additional benefit provided in this section contingent upon his resigning from
the employment of the Company as of December 31, 1999, and his surviving until
May 1, 2001. This additional benefit shall be the remainder of (a) minus (b)
below:

              (a) The sum of the single life annuity monthly benefits that David
       H. Hill would have earned under the Salaried Plan and this Plan if his
       December 31, 1999, employment and Compensation continued beyond that date
       and through April 30, 2001, and he was age 62 and had three more Benefit
       Credits as of May 1, 2001.

              (b) The sum of the single life annuity monthly benefits that David
       H. Hill earned under the Salaried Plan and this Plan as of December 31,
       1999, and that would be payable to him as of May 1, 2001, when he would
       be age 59.

This additional benefit shall begin May 1, 2001, and be paid on an Actuarial
Equivalent basis, in the benefit form provided or elected under the Article VI
benefit form rules, irrespective of the forms in which the benefits under the
Salaried Plan and the other provisions of this Plan are being paid. No
preretirement death benefit will be paid with respect to this additional
benefit.

              3.15 DUANE C. MCDOUGALL BENEFIT. In the event of a
"Change-In-Control" as defined in 7.4(c), Duane C. McDougall shall be entitled
to a total benefit under this Plan that is no less than the product of (a), (b)
and (c), reduced by (d): (a) his Benefit Credits up to a total of 25, (b) 2.5
percent, (c) his Average Highest-Three Compensation, and (d) his Restricted
Benefit. Average Highest-Three Compensation is the same as Average Highest-Five


                                                               First Amendment
                                                               December 21, 2000


                                     - 11 -
<PAGE>

Compensation except that three years are used instead of five years. In the
event of a "Change-in-Control," Mr. McDougall shall be eligible to retire and
receive his benefits at age 55 even if he terminates employment before age 55.

              3.16 GREG W. HAWLEY BENEFIT. In the event of a "Change-in-Control"
as defined in 7.4(c), Greg W. Hawley shall be fully vested, shall be deemed to
have ten Vesting Credits for purposes of eligibility to retire under 7.1(a) and
(c) and shall be deemed to have 15 Vesting Credits for purposes of the
subsidized early retirement reduction factors under 7.3 and shall be entitled to
retire and receive his benefits at age 55 with these subsidized factors even if
he terminates employment before age 55.


                                                               First Amendment
                                                               December 21, 2000


                                     - 11a -
<PAGE>

                                   ARTICLE IV

                                     VESTING

              A Participant vests in benefits under this Plan when the
Participant has five Vesting Credits or attains age 65. Vesting Credits are
earned for employment with the Company or its controlled group of corporations
and trades or businesses, whether or not as a salaried employee. A Participant
earns a whole or partial Vesting Credit for each calendar year of continuous
employment. For this purpose continuous employment is severed, broken, lost, and
reinstated as provided in 3.5, 3.6, 3.7, and 3.8.

              In the event a Participant severs continuous employment but is
reemployed within 12 months immediately following such severance, the period of
absence shall nevertheless be counted as continuous employment for Vesting
Credit purposes and eligibility purposes but shall not count for Benefit Credit
purposes.


                                     - 12 -
<PAGE>

                                    ARTICLE V

                           PRERETIREMENT DEATH BENEFIT

              If a vested Participant dies prior to having an annuity starting
date, the Participant's surviving spouse of at least one year shall be paid a
monthly benefit for life. That benefit equals the survivor annuity determined
below that would have been paid to the spouse under 6.2 had the Participant
retired the day before death with the applicable joint and survivor annuity in
effect, if the Participant was eligible for retirement at death. If not eligible
for retirement, the spouse's benefit shall be determined as if the Participant
terminated Company employment on the date of death, retired on the day after the
Participant would have attained earliest retirement, and died on the day after
such retirement.

              With respect to a vested Participant who was a Company employee at
death or on or after becoming eligible for early retirement, the amount of the
spouse's benefit shall be determined under the 100 percent joint and survivor
annuity benefit. If such Participant had at least 15 Vesting Credits, the more
favorable early retirement factors in 7.3 shall apply, irrespective of the
Participant's age. For any other vested Participant, the spouse's benefit shall
be determined under the 50 percent joint and survivor annuity benefit, except
that, if such Participant has a 100 percent spouse joint and survivor annuity
benefit election in effect under 6.2(b) at the time of his or her death, the
spouse's benefit shall be determined under the 100 percent joint and survivor
annuity benefit.

              The spouse's benefit is payable as of the Participant's deemed
retirement date under the foregoing and cannot be deferred to a later date.


                                     - 13 -
<PAGE>

                                   ARTICLE VI

                                  BENEFIT FORM

              6.1 SINGLE PARTICIPANT BENEFIT. A Participant who is not married
at retirement shall receive the 3.1 benefits under this Plan for life without
any payments to anyone after the Participant's death (a "single-life annuity").

              6.2 MARRIED PARTICIPANT BENEFIT.

              (a) AUTOMATIC BENEFIT FORM. Unless otherwise elected by the
Participant under 6.2(b), a Participant who is legally married at retirement,
provided that the marriage was valid under the laws of the state in which it
occurred ("Married Participant"), shall receive the 3.1 benefits under this Plan
as a reduced "Actuarial Equivalent" retirement allowance for the Participant for
life (except as provided in 6.2(c)) and, following the Participant's death, a
retirement allowance for life to his or her spouse (if living at the time of the
Participant's death), in an amount that is equal to one half of the reduced
amount payable to the retired Participant during the joint lifetime of the
retired Participant and his or her spouse.

              (b) OPTIONAL BENEFIT FORM. A Married Participant may elect in
writing to waive the automatic benefit form under 6.2(a) and to receive the 3.1
benefits under this Plan either (1) in the form of a single-life annuity or (2)
as a reduced "Actuarial Equivalent" retirement allowance for the Participant for
life (except as provided in 6.2(c)) and, following the Participant's death, a
retirement allowance for life to his or her spouse (if living at the time of the
Participant's death), in an amount that is equal to 100 percent of the reduced
amount payable to the retired Participant during the joint lifetime of the
retired Participant and his or her spouse. A Married Participant may make such
an election at any time prior to ceasing Company employment, provided that an
election under this 6.2(b) shall not be effective (A) until the first


                                                                Second Amendment
                                                                January 1, 2002


                                     - 14 -
<PAGE>

day of the sixth month following the date the election is filed with the
Retirement Board and (B) with respect to an election of a single-life annuity
under this 6.2(b), unless the Married Participant's spouse consents in writing
to the election, on a form provided by the Retirement Board (which will require
the written spouse consent to be witnessed by a notary public). Spouse consent
need not be obtained if the spouse cannot be located or under such other
circumstances as determined appropriate by the Retirement Board, in its sole
discretion. A Married Participant may change an election under this 6.2(b) and
elect another optional benefit form under this 6.2(b) or the automatic benefit
form under 6.2(a) in the same manner and subject to the same six-month delayed
effective date as the Participant's initial election under this 6.2(b). If a
Married Participant ceases Company employment before his or her election under
this 6.2(b) is effective, the Participant shall receive the 3.1 benefits under
this Plan (i) as provided under 6.2(a), in the case of the Participant's initial
election under this 6.2(b), or (ii) if a prior election under this 6.2(b) is
effective, in the form elected by the Participant in such prior effective
election.

              (c) BENEFIT INCREASE ON SPOUSE'S DEATH. For a Married Participant
who retires on or after January 1, 2002, and receives a reduced "Actuarial
Equivalent" retirement allowance under 6.1(a) or 6.1(b), or for a retired
Married Participant receiving a reduced "Actuarial Equivalent" retirement
allowance under 6.2(a) or 6.2(b) as of January 1, 2002, and whose spouse is
still living on that date, the retired Participant's payment will revert to the
full monthly amount of the retired Participant's single-life annuity under 6.1
in the event that the spouse (a spouse at the Married Participant's annuity
starting date who is later divorced continues to be a spouse for this purpose)
dies after the retired Participant's annuity starting date and prior to the
retired Participant's death.


                                                                Second Amendment
                                                                January 1, 2002


                                     - 15 -
<PAGE>

              6.3 AUTOMATIC CASH OUT. If the Actuarial Equivalent lump-sum
present value of a Participant's retirement benefit has never exceeded $10,000,
the Retirement Board shall pay such benefit in a lump sum, notwithstanding 6.1
and 6.2.

              6.4 ACTUARIAL EQUIVALENT. "Actuarial Equivalent" shall mean a
benefit of equivalent value when computed at the rate of interest and on the
basis of the mortality and other tables as set forth in Exhibit C attached
hereto, which can be amended by the executive vice president and chief financial
officer of the Company by resolution and attachment of an updated exhibit to the
Plan to be consistent with such factors for the Salaried Plan. In the event of a
change in Exhibit C, the Actuarial Equivalent of the accrued benefit on or after
the date of the change is the greater of the Actuarial Equivalent of the accrued
benefit as of the date of the


                                                                Second Amendment
                                                                January 1, 2002


                                     - 15a -
<PAGE>

change computed on the old basis or the Actuarial Equivalent of the total
accrued benefit computed on the new basis.

              For the purpose of cashing out any benefits, the present value of
a Participant's benefit shall be calculated as of the date of the distribution
using the "applicable interest rate" and the "applicable mortality table"
described in (a) and (b) below:

              (a) "Applicable interest rate" means the "lookback month" annual
       interest rate on 30-year Treasury securities as specified by the
       Commissioner of Internal Revenue for that month, which is appropriately
       published. Such rate shall apply to distributions through the "stability
       period." The "lookback month" shall be the second full calendar month,
       namely November, preceding the first day of the "stability period,"
       namely January 1. The "stability period" shall be the calendar Plan Year
       from January 1 through December 31 after the "lookback month."

              (b) "Applicable mortality table" means the 1983 Group Annuity
       Mortality Table (with blended factors assuming 50 percent male and 50
       percent female lives) as published in Internal Revenue Service Revenue
       Ruling 95-6, or such other table as is subsequently prescribed by the
       Internal Revenue Service in accordance with Code Section 417(e).


                                                                Second Amendment
                                                                January 1, 2002


                                     - 14a -
<PAGE>

                                   ARTICLE VII

                                 TIME OF PAYMENT

              7.1 TIME OF COMMENCEMENT. Benefit payments under this Plan shall
commence to a Participant on the earliest first day of the month on or after the
Participant ceases Company employment and:

              (a) Is at least age 55 and has ten Vesting Credits;

              (b) Is at least age 65; or

              (c) Is totally and permanently disabled and has ten Vesting
       Credits.

              Benefit payments to the surviving spouse of a retired Participant
shall commence as of the first day of the month after the Participant's death. A
Participant shall be deemed to be totally and permanently disabled if the
Retirement Board determines, upon the basis of medical evidence, that the
Participant is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to
result in death or to be of long, continued, and indefinite duration. The
Retirement Board's determination of whether the Participant is totally and
permanently disabled shall be conclusive in each case. A disability resulting
from an intentional self-inflicted injury is excluded.

              7.2 AMOUNT OF DISABILITY RETIREMENT BENEFITS. The monthly amount
of disability retirement benefit is the difference between the Participant's
Unrestricted Benefit at disability retirement and the Restricted Benefit at
disability retirement. The Unrestricted Benefit is, as defined at 3.2, reduced
for ages 55 through 64 by the early retirement factors in 7.3 and for ages
before 55 on an Actuarial Equivalent basis, based upon the Benefit Credits
earned up to the date the Participant ceased to earn Benefit Credits and the
benefit formula in effect under the Plan on that date. If the Participant has at
least 15 Vesting Credits, the more favorable early


                                     - 17 -
<PAGE>

retirement factors in 7.3 shall apply, irrespective of the Participant's age.
Disability retirement benefits shall be payable in the same forms as provided in
Article VI and begin at the time provided in 7.1.

              The Restricted Benefit is as calculated above with the
restrictions provided at 3.3.

              7.3 EARLY RETIREMENT. A Participant retiring prior to age 65 shall
be entitled to a reduced monthly retirement allowance commencing at the
Participant's early retirement date in an amount equal to the difference between
the Participant's Unrestricted Benefit at early retirement and the Restricted
Benefit at early retirement. The Unrestricted Benefit is, as defined at 3.2,
based on the Benefit Credits and the percentage values in effect at the date of
actual retirement, the date continuous employment is severed, or the date the
Participant ceases to be a salaried employee of the Company, whichever first
occurs, reduced in accordance with the following table (this reduction shall be
made prior to any applicable joint and survivor adjustment required by 6.2):

<TABLE>
<CAPTION>
                                               PERCENTAGE OF AGE 65 BENEFIT
               AGE AT EARLY                        (PRIOR TO JOINT AND
                RETIREMENT                         SURVIVOR ADJUSTMENT)
               ------------                    ----------------------------
<S>                                            <C>
                     55                                    46%
                     56                                    53%
                     57                                    60%
                     58                                    67%
                     59                                    74%
                     60                                    81%
                     61                                    88%
                     62                                    91%
                     63                                    94%
                     64                                    97%
                     65                                   100%
</TABLE>

If a Participant is a salaried employee on or after January l, l983, but not on
or after January 1, 1989, retires on or after January 1, 1983, and was at least
age 55 and had 15 Vesting Credits when the Participant last ceased Company
employment, there shall be no such reduction for the


                                     - 18 -
<PAGE>

period between the 62nd and 65th birthdays and the reduction factors from age 55
to age 62 shall be in accordance with the following table:

<TABLE>
<CAPTION>
                                              PERCENTAGE OF AGE 65 BENEFIT
              AGE AT EARLY                        (PRIOR TO JOINT AND
               RETIREMENT                         SURVIVOR ADJUSTMENT)
              ------------                    ----------------------------
<S>                                           <C>
                    55                                    65%
                    56                                    70%
                    57                                    75%
                    58                                    80%
                    59                                    85%
                    60                                    90%
                    61                                    95%
                    62                                   100%
                    63                                   100%
                    64                                   100%
                    65                                   100%
</TABLE>

If a Participant is a salaried employee on or after January 1, 1989, retires on
or after that date, and was at least age 55 and had 15 Vesting Credits when the
Participant last ceased Company employment, then the above percentages shall
apply, except the age 55 percentage shall be 63 percent and the age 56
percentage shall be 68 percent.

              The age of a Participant at early retirement shall be computed to
the nearest completed month of age. Intermediate percentages in the table shall
be established on the basis of the Participant's age as so computed.

              The Restricted Benefit is as calculated above with the
restrictions provided at 3.3.

              7.4 CHANGE-IN-CONTROL BENEFIT.

              (a) TERMINATION AFTER CHANGE-IN-CONTROL. A Participant who ceases
Company employment on or after reaching age 55 and within 24 months after a
"Change-in-Control" (within 36 months after for a Participant with a
"Change-in-Control" agreement) may elect to receive a reduced lump-sum benefit
equal to 90 percent of the Actuarial Equivalent lump-sum present value of the
difference between the Participant's Unrestricted Benefit upon ceasing Company
employment and


                                     - 19 -
<PAGE>

the Restricted Benefit upon ceasing Company employment. The Unrestricted Benefit
is, as defined in 3.2, reduced by the early retirement factors in 7.3, based
upon the Benefit Credits earned up to the date the Participant ceased to earn
Benefit Credits and the benefit formula in effect under the Plan on that date.

              The Restricted Benefit is as calculated above with the
restrictions provided at 3.3.

              (b) TERMINATION BEFORE CHANGE-IN-CONTROL. A Participant who ceases
Company employment on or after reaching age 55 but before a "Change in Control"
may elect to receive a reduced lump-sum benefit equal to the amount determined
under (1) or (2), as follows:

              (1) If benefit payments to the Participant have commenced, 90
       percent of the Actuarial Equivalent lump-sum present value of the
       remaining benefit payments in the form determined under 6.1 or 6.2,
       whichever applies.

              (2) If benefit payments to the Participant have not commenced, 90
       percent of the Actuarial Equivalent lump-sum present value of the
       difference between the Participant's Unrestricted Benefit upon ceasing
       Company employment and the Restricted Benefit upon ceasing Company
       employment. The Unrestricted Benefit is, as defined in 3.2, reduced by
       the early retirement factors in 7.3, based on Benefit Credits and the
       benefit formula in effect under the Plan on that date.

              (c) CHANGE-IN-CONTROL DEFINED. For purposes of this 7.4, a "Change
in Control" of the Company means as defined herein (in no event will it have a
different meaning than as set forth in a Participant's "Change-In-Control"
Agreement with the Company).

              (1) The acquisition by any Person (or by any group of Persons that
       would constitute a "group" for purposes of Section 13(d) and Rule 13d-5,
       as in


                                     - 20 -
<PAGE>

       effect on the date of that acquisition, under the Exchange Act) of
       beneficial ownership (within the meaning of Rule 13d-3 promulgated under
       the Exchange Act), other than a Person or group that acquires such
       beneficial ownership solely because such Person or group has voting power
       with respect to Voting Securities arising from a revocable proxy or
       consent given in response to a public proxy or consent solicitation made
       pursuant to the Exchange Act (as in effect from time to time), of 20
       percent or more of the combined voting power of the then outstanding
       Voting Securities; provided, however, that for purposes of this paragraph
       (1), the following acquisitions will not constitute a Change in Control:
       (A) any acquisition directly from the Company; (B) any acquisition by the
       Company or a Subsidiary, (C) any acquisition by any employee benefit plan
       (or related trust) sponsored or maintained by the Company or any
       corporation controlled by the Company, (D) any acquisition by any
       corporation pursuant to a transaction that complies with clauses (A),
       (B), and (C) of paragraph (3) below, or (E) any acquisition by any Person
       who is a party to an agreement (a "New Stand-Together Agreement") similar
       to the former Shareholder Stand-Together Agreement dated as of January
       21, 1985 (the "Former Stand-Together Agreement"), which New
       Stand-Together Agreement (i) provides for unified action by Persons who
       have, or whose families have, historically held substantial amounts of
       the Company's common stock, $.50 par value, in the event of a threatened
       change of control and (ii) which has as parties at least ten shareholders
       of the Company who were parties to the Former Stand-Together Agreement,
       but


                                     - 21 -
<PAGE>

       only while such Person remains a party to such New Stand-Together
       Agreement; or

              (2) Individuals who, prior to an event, constitute the Board (the
       "Incumbent Board") cease for any reason to constitute at least a majority
       of the Board; provided, however, that any individual becoming a director
       subsequent to the date of that event whose election, or nomination for
       election by the Company's shareholders, was approved by a vote of at
       least two-thirds of the directors then comprising the Incumbent Board
       will be considered as though such individual were a member of the
       Incumbent Board, but excluding, for this purpose, any such individual
       whose initial assumption of office occurs as a result of an actual or
       threatened election contest with respect to the election or removal of
       directors or other actual or threatened solicitation of proxies or
       consents by or on behalf of a Person other than the Board; or

              (3) Consummation of a reorganization, merger, or consolidation or
       sale or other disposition of all or substantially all of the assets of
       the Company (a "Business Combination") in each case, unless, following
       such Business Combination, (A) all or substantially all of the
       individuals and entities who were the beneficial owners of the Voting
       Securities outstanding immediately prior to such Business Combination
       beneficially own, directly or indirectly, more than 50 percent (66 2/3
       percent if the Company is not the continuing or surviving corporation
       resulting from such Business Combination) of, respectively, the then
       outstanding shares of common stock and the combined voting power of the
       then outstanding voting securities entitled to vote generally in the
       election of directors,


                                     - 22 -
<PAGE>

       as the case may be, of the corporation resulting from such Business
       Combination (including, without limitation, a corporation that as a
       result of such transaction owns the Company or all or substantially all
       of the Company's assets either directly or through one or more
       subsidiaries) in substantially the same proportions as their ownership,
       immediately prior to such Business Combination, of the Voting Securities,
       (B) no Person (excluding any employee benefit plan (or related trust) of
       the Company or such corporation resulting from such Business Combination)
       beneficially owns, directly or indirectly, 20 percent or more of,
       respectively, the then outstanding shares of common stock of the
       corporation resulting from such Business Combination or the combined
       voting power of the then outstanding voting securities of such
       corporation except to the extent that such ownership existed prior to the
       Business Combination, and (C) at least a majority of the members of the
       board of directors of the corporation resulting from such Business
       Combination were members of the Incumbent Board at the earlier of the
       time of the execution of the initial agreement with respect to such
       Business Combination, or of the action of the Board providing for such
       Business Combination; or

              (4) Approval by the shareholders of the Company of any plan or
       proposal for the liquidation or dissolution of the Company.

A Change in Control "occurs" on the date the Change in Control first occurs;
provided, however, that if (A) your employment is terminated by the Company
after a tender or exchange offer described in a "Change-In-Control" agreement is
made, (B) it is reasonably demonstrated that the Participant's termination was
at the request of a third party who is seeking to effect a Change


                                     - 23 -
<PAGE>

in Control or otherwise occurred as a result of an anticipated Change in
Control, and (C) a Change in Control in fact occurs within 120 days after the
Participant's termination, then for purposes of determining the Participant's
right to any severance compensation and benefits under that agreement, the
Participant's termination shall be deemed to have occurred after a Change in
Control.

              For this 7.4(c), a "Person" means and includes any individual,
corporation, limited liability company, partnership, trust, group, association,
or other "person," as such term is used in Section 13(d)(3) or 14(d) of the
Exchange Act.

              For this 7.4(c), "Voting Securities" means all issued and
outstanding securities ordinarily having the right to vote at elections of the
Company's directors, including without limitation the Company's common stock,
$.50 par value.

              For this 7.4(c), "Subsidiary" means a corporation of which more
than 50 percent of the outstanding voting stock is owned, directly or
indirectly, by the Company, by one or more other Subsidiaries, or by the Company
and one or more other Subsidiaries. For the purposes of this definition, "voting
stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

              However, any action or determination by the Board under this
paragraph will not be deemed to alter or nullify any provisions of any
Participant's "Change-In-Control" agreement with the Company.

              (d) ELECTION. An election under 7.4(a) must be filed with the
Retirement Board on or before the later of (1) the last day of the 90-day period
that begins with the date the Participant ceases Company employment or (2) the
last day of the 24-month period that begins


                                     - 24 -
<PAGE>

on the date of the Change-in-Control. An election under 7.4(b) must be filed
with the Retirement Board on or before the last day of the 24-month period that
begins on the date of the Change-in-Control. An election under 7.4(a) or 7.4(b)
by a Married Participant is subject to the spouse consent requirement under
6.2(b).

              A Participant who receives the lump-sum benefit under 7.4(a) or
7.4(b) shall not be eligible to receive any other benefit under the Plan.

              (e) A Participant who has an individual "Change-in-Control"
agreement with the Company and who is terminated from employment within 36
months after a "Change-in-Control" (1) without "Cause" or (2) who terminates
with "Good Reason" shall, except as limited in (B) below, be credited with:

              (A) the additional number of Benefit and Vesting Credits, the
additional years of Compensation (equal to 12 times the last full month of
Compensation) used in determining the Participant's Average Highest-Five
Compensation, and the additional years of age, which corresponds to the length
of the period used for calculation of years of severance pay under the
Participant's Change-in-Control agreement for purposes of:

              (i) determining vesting under Article IV, and

              (ii) calculating the amount of the Unrestricted Benefit, and

              (iii) establishing eligibility for the subsidized early retirement
       factors, and

              (iv) determining application of the early retirement reduction
       factors in calculating the Participant's benefit; but

              (v) not for determining the earliest age (55) at which benefits
       can be paid (which remains the Participant's natural age)

In addition, if the Participant at such termination, has at least 15 Vesting
Credits (including "Change-in-Control" Credits granted above), the leaving
employment at or after age 55 requirement (needed to establish eligibility for
subsidized early retirement reduction factors under 7.3), will be waived and not
be applicable. Also, the requirement in 7.4(a) that


                                                               First Amendment
                                                               December 21, 2000


                                     - 25 -
<PAGE>

employment cease on or after reaching age 55 shall not apply to such a
Participant. In addition, a Participant whose Applicable Percentage for the
length of the period used to calculate the years of severance pay under the
Participant's Change in Control agreement is equal to 300% and who upon a Change
of Control does not have 15 Vesting Credits, shall be deemed to have 15 Vesting
Credits for the purposes of eligibility for early retirement subsidy and early
commencement of benefits as provided in the two immediate prior sentences. The
calculation of such Participant's Benefit Credits shall be determined as set
forth in this section 7.4(e) without regard to the immediately preceding
sentence.

              (B) The additional Benefit and Vesting Credits and years of
Compensation shall not exceed the additional Benefit and Vesting Credits and
Compensation a Participant would have earned at what would have been mandatory
retirement under 5.1(B) of the Salaried Plan had the Participant's employment
continued until then. Such a Participant's age at retirement shall be the larger
of the sum of the Participant's actual age at the time of the qualifying
post-"Change-In-Control" termination of employment and the additional years of
age or the Participant's actual age at retirement. A Participant's total Plan
benefit as increased under this 7.4(e) shall be payable in any benefit form
provided under the Plan, subject to the rules for those benefit forms.

              (f) For purposes of the added benefits provided in (e) above,
termination of such Participant by the Company for "Cause" means termination
because, and only because, the Participant committed an act of fraud,
embezzlement, or theft constituting a felony, or an act intentionally against
the interest of the Company that causes the Company material injury, or the
Participant has repeatedly failed, after written notice, to perform his or her
responsibilities under his or her "Change-In-Control" agreement. Notwithstanding
the foregoing, such Participant will not be deemed to have been terminated for
Cause unless and until there has been delivered to the Participant a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for the purpose (after reasonable notice to the Participant and an opportunity
for the Participant, together


                                                               First Amendment
                                                               December 21, 2000


                                     - 26 -
<PAGE>

with his or her counsel, to be heard before the Board), finding that in the good
faith opinion of the Board the Participant was guilty of conduct constituting
Cause as defined above and specifying the particulars for such finding in
detail. For the purposes of these added benefits, termination by such
Participant of his or her employment for "Good Reason" has the following
meaning:

              (1) A change in the Participant's status or position(s) with the
       Company, which, in the Participant's reasonable judgment, represents a
       demotion from his or her status or position(s) as in effect immediately
       prior to the Change in Control, or a change in his or her duties or
       responsibilities which, in the Participant's reasonable judgment, is
       inconsistent with such status or position(s), or any removal of the
       Participant from, or any failure to reappoint or reelect the Participant
       to, such position(s), except in connection with the termination of the
       Participant's employment for Cause or Disability or as a result of the
       Participant's death or termination by the Participant other than for Good
       Reason.

              (2) A reduction by the Company in such Participant's base salary
       as in effect immediately prior to the Change in Control.

              (3) The failure by the Company to continue in effect any Plan in
       which the Participant is participating at the time of the Change in
       Control (or Plans providing the Participant with at least substantially
       similar benefits) other than as a result of the normal expiration of any
       such Plan in accordance with its terms as in effect at the time of the
       Change in Control, or the taking of any action, or the failure to act, by
       the Company that would adversely affect the Participant's continued
       participation in any of such Plans on at least as favorable a basis to
       the Participant as is the case on the date of the Change in Control or
       that would


                                                               First Amendment
                                                               December 21, 2000


                                     - 27 -
<PAGE>

       materially reduce the Participant's benefits in the future under any of
       such Plans or deprive the Participant of any material benefit enjoyed by
       the Participant at the time of the Change in Control.

              (4) The failure by the Company to provide and credit such
       Participant with the number of paid vacation days to which the
       Participant is then entitled in accordance with the Company's normal
       vacation policy or actual practice as in effect immediately prior to the
       Change in Control.

              (5) The Company's requiring such Participant to be based anywhere
       other than where the Participant's office is located immediately prior to
       the Change in Control except for required travel on the Company's
       business to an extent substantially consistent with the business travel
       obligations which the Participant undertook on behalf of the Company
       prior to the Change in Control.

              (6) The failure by the Company to obtain from any successor the
       assent to this Agreement contemplated by such Participant's
       "Change-In-Control" agreement.

              (7) Any purported termination by the Company of such Participant
       employment that is not effected pursuant to a notice of termination
       satisfying the requirements of the Participant's "Change-In-Control"
       agreement; and for purposes of that agreement, no such purported
       termination will be effective.

              (8) Any refusal by the Company to continue to allow such
       Participant to attend to matters or engage in activities not directly
       related to the business of the Company that, prior to the Change in
       Control, the Participant was permitted by the Board to attend to or
       engage in.


                                                               First Amendment
                                                               December 21, 2000


                                     - 28 -
<PAGE>

                                  ARTICLE VIII

                          NONASSIGNABILITY OF BENEFITS

              No Participant or surviving spouse shall have the power to
transfer, assign, anticipate, modify, or otherwise encumber in advance any of
the payments that may become due hereunder; nor shall any such payments be
subject to attachment, garnishment, or execution, or be transferable by
operation of law in the event of bankruptcy, insolvency, or otherwise.


                                                               First Amendment
                                                               December 21, 2000


                                     - 29 -
<PAGE>

                                   ARTICLE IX

                                     FUNDING

              This Plan is unfunded. Benefits are payable only from the general
assets of the Company or a trust established by the Company, the assets of which
are available to the general creditors of the Company. The Company makes no
representation that any other assets will be set aside to provide benefits under
this Plan. Participants and surviving spouses have no interest in any assets of
the Company other than such trust assets. Participants have no rights other than
the unsecured promise of the Company to pay benefits in the future except to the
extent provided by such trust. A Participant's rights are no greater than the
rights of any unsecured general creditor of the Company. Nothing contained
herein shall be deemed to create a trust of any kind or to create any fiduciary
relationship.


                                                               First Amendment
                                                               December 21, 2000


                                     - 30 -
<PAGE>

                                    ARTICLE X

                           ADMINISTRATION OF THE PLAN

              The Plan shall be administered by the Retirement Board for the
Salaried Plan (the "Retirement Board"). The Retirement Board shall have the
exclusive authority and responsibility for all matters in connection with the
operation and administration of the Plan. The Retirement Board's powers and
duties shall include, but shall not be limited to, the following: (a)
responsibility for the compilation and maintenance of all records necessary in
connection with Plan; (b) authorizing the payment of all benefits and expenses
of the Plan if they become payable under the Plan; and (c) authority to engage
such legal, accounting, and other professional services as the Retirement Board
may deem proper. Decisions by the Retirement Board shall be final and binding
upon all parties affected by the Plan, including beneficiaries of Participants.

              The Retirement Board may rely on information and recommendations
provided by the management of the Company. The Retirement Board shall not allow
any Participant to vote on or obtain control over decisions or actions that
affect that Participant's Plan benefit.


                                                               First Amendment
                                                               December 21, 2000


                                     - 31 -
<PAGE>

                                   ARTICLE XI

                                  GOVERNING LAW

              This Plan and Any amendments shall be construed, administered, and
governed in all respects in accordance with applicable federal law and, to the
extent not preempted, by the laws of the state of Oregon.


                                                               First Amendment
                                                               December 21, 2000


                                     - 32 -
<PAGE>

                                   ARTICLE XII

                                CLAIMS PROCEDURE

              12.1 RETIREMENT BOARD ACTIONS BINDING. Any interpretation or
construction of or action by the Retirement Board with respect to the Plan and
its administration shall be conclusive and binding upon any and all parties and
persons affected thereby subject to the exclusive claims review procedure of
12.3.

              12.2 FILING OF CLAIM. Any Participant or any death beneficiary
thereof (hereinafter referred to as the "Claimant") requesting a benefit payment
from the Plan shall file a written claim with the Retirement Board prepared by
the Claimant or the Claimant's authorized representative.

              12.3 CLAIMS REVIEW PROCEDURE.

              (a) INITIAL REVIEW.

              (1) TIME PERIOD FOR DENIAL NOTICE. Anytime a claim for benefits is
wholly or partially denied, the Claimant shall be given written notice of such
action within a reasonable period of time after receipt of the claim by the
Retirement Board. The Retirement Board may provide the Claimant with electronic
notice provided it complies with 29 CFR Section 2520.104b-1(c)(1)(i), (iii), and
(iv). In no event shall the response to the initial claim be given more than 90
days after receipt of the claim, unless special circumstances require an
extension of time for processing. If there is an extension, the Claimant will be
notified of such within 90 days of the date the claim was filed. The notice
shall indicate the special circumstances and the date by which a decision is
expected. The extension will not exceed 90 days from the end of the initial
response period. The time period for providing notice of the decision on the
claim shall begin when the claim is filed in accordance with the Plan's


                                                                Second Amendment
                                                                January 1, 2002


                                     - 33 -
<PAGE>

procedures, without regard to whether all the information necessary to make a
decision on the claim accompanies the filing.

              (2) CONTENTS OF NOTICE. Such notice will indicate the specific
reason or reasons for denial, the specific Plan provision(s) involved, an
explanation of the claims review procedure set forth herein (including a
statement of the Claimant's right to bring a civil action under ERISA Section
502(a) following a denial of the claim on review), a description of any
additional material or information necessary to complete the claim, and an
explanation of why such material or information is necessary.

              (3) DEEMED DENIED. If written or electronic notice of the decision
wholly or partially denying the claim has not been furnished within 90 days
after the claim is filed, or if there has been an extension and no notice of a
decision is furnished by the end of the extension period, and if the claim has
not been granted within such period, the claim shall be deemed denied as of the
end of the 90-day or 180-day period for the purpose of proceeding to the review
stage described in 12.3(b).

              (b) REVIEW OF DENIED CLAIM.

              (1) TIME PERIOD TO REQUEST REVIEW. Any person who has filed a
written application with the Retirement Board claiming benefits that has been
denied or deemed denied in whole or in part or who is otherwise adversely
affected by action of the Retirement Board shall have the right to request
review before the Retirement Board. Such request must be in writing and must be
made by personal delivery or mailing to the Retirement Board within a reasonable
period of time, taking into consideration the nature of the benefit that is the
subject of the claim and other attendant circumstances. In no event shall the
period for requesting review expire less than 60 days after being advised of the
Retirement Board's action or after the date on


                                                                Second Amendment
                                                                January 1, 2002


                                     - 34 -
<PAGE>

which the claim is deemed denied. If the written request for review is not made
on a timely basis, the Claimant shall waive the right to review.

              (2) REVIEW PROCEDURE. The Retirement Board shall then conduct a
review at which the adversely affected person may present his or her position.
In doing so, the affected person may review pertinent documents, if any, and may
submit issues and comments in writing. The Claimant shall be provided, upon
request and free of charge, reasonable access to, and copies of, information
relevant to the Claimant's claim. The Retirement Board's review shall take into
account all information submitted by the Claimant relating to the claim, whether
or not such information was submitted or considered in the initial claim
determination. The Retirement Board may hold a hearing if it deems it necessary.

              (3) TIME PERIOD FOR DECISION ON REVIEW. The Retirement Board shall
issue a written decision promptly reaffirming, modifying, or setting aside its
former action. The decision on review may be provided by electronic notification
as described in 12.3(a)(1). The decision on review shall not ordinarily be made
later than 60 days after the date review is requested. If special circumstances
require an extension of time (such as the need to hold a hearing), a decision
shall be made and furnished to the Claimant not later than 120 days after such
receipt. If an extension is required, the Claimant shall be notified of such
within 60 days after the request for review was filed. The extension notice
shall indicate the special circumstances requiring an extension of time and the
date by which the Retirement Board expects to render the final decision. The
time period within which the Retirement Board must provide notice of the
decision on review shall begin when the request for review is filed in
accordance with the Plan's procedures, without regard to whether all the
information necessary to make the decision on review accompanies the filing. If
an extension is necessary due to the


                                                                Second Amendment
                                                                January 1, 2002


                                     - 35 -
<PAGE>

Claimant's failure to submit information necessary to resolve the claim, the
period for making a decision on review shall be tolled from the date the
extension notice is sent to the Claimant until the date the Claimant responds to
the request for additional information.

              (4) CONTENTS OF REVIEW NOTICE. The decision shall set forth its
reasons and specific Plan provisions on which it is based. The decision on
review shall inform the Claimant that he or she is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, information
relevant to the claim, and that he or she may bring an action under ERISA
Section 502(a). A copy of the decision shall be furnished the Claimant.

              (5) EFFECT OF REVIEW AND DEEMED DENIED. The decision shall be
final and binding upon the Claimant and the Retirement Board and all other
persons involved. If the decision on review is not furnished within the
applicable time period, the claim shall be deemed denied on review.

              Any further review, judicial or otherwise, of the decision on
review shall be based on the record before the Retirement Board and limited to
whether, in the particular instance, the Retirement Board acted arbitrarily or
capriciously in the exercise of its discretion. In no event shall any such
further review, judicial or otherwise, be on a de novo basis as the Retirement
Board has discretionary authority to determine eligibility for benefits and to
construe the terms of this Plan.

              12.4 CONSISTENT APPLICATION. The Retirement Board shall establish
administrative processes and safeguards to ensure and verify that claim
determinations are made in accordance with the Plan and that Plan provisions
have been applied consistently with respect to similarly situated Claimants, as
required by applicable law.


                                                                Second Amendment
                                                                January 1, 2002


                                     - 35a -
<PAGE>

                                  ARTICLE XIII

                           AMENDMENTS AND TERMINATION

              The Company reserves the power at any time to terminate this Plan
or amend it in any manner that it may deem advisable. The executive vice
president and chief financial officer of Company is authorized and directed to
amend this Plan so that it is consistent in all material respects with
amendments to the Salaried Plan.

              On termination the accrued benefit under the Plan shall be payable
in the form previously elected by the Participant or surviving spouse through a
paid-up annuity or by a cash Actuarial Equivalent payment, if such benefit has a
present value equal to or less than the amount provided for an involuntary cash
out of benefits. Any annuity purchased shall be from a company rated A+ with a
financial size category of class VIII or larger by A.M. Best Company or a
corresponding rating from a comparable entity if such company no longer exists.


                                                               First Amendment
                                                               December 21, 2000


                                     - 36 -
<PAGE>

              This amended and restated Plan is executed this ______ day of
___________________, ______.

                                            WILLAMETTE INDUSTRIES, INC.


                                            By /s/ Greg W. Hawley
                                               ---------------------------------
                                               Executive Vice President and
                                               Chief Financial Officer


                                                               First Amendment
                                                               December 21, 2000


                                     - 37 -
<PAGE>

                                    EXHIBIT A

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                 SOCIAL SECURITY COVERED COMPENSATION FOR 2000

                             (REFERENT SECTION 3.2)


<TABLE>
<CAPTION>
CALENDAR YEAR              COVERED              CALENDAR YEAR               COVERED
  OF BIRTH              COMPENSATION              OF BIRTH                COMPENSATION
-------------           ------------            -------------             ------------
<S>                     <C>                     <C>                       <C>
    1928                   $22,716                  1948                    $60,900
    1929                    24,312                  1949                     62,340
    1930                    25,920                  1950                     63,660
    1931                    27,576                  1951                     64,920
    1932                    29,304                  1952                     66,072
    1933                    31,128                  1953                     67,164
    1934                    33,060                  1954                     68,220
    1935                    35,100                  1955                     70,116
    1936                    37,092                  1956                     71,004
    1937                    39,072                  1957                     71,820
    1938                    42,984                  1958                     72,528
    1939                    44,940                  1959                     73,176
    1940                    46,896                  1960                     73,764
    1941                    48,816                  1961                     74,304
    1942                    50,688                  1962                     74,748
    1943                    52,488                  1963                     75,180
    1944                    54,252                  1964                     75,564
    1945                    55,992                  1965                     75,864
    1946                    57,708                  1966                     76,092
    1947                    59,376                  1967 or later            76,200
</TABLE>


                                    - A-1 -
<PAGE>

                                    EXHIBIT B

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                  SPECIAL EARLY RETIREMENT BENEFIT PARTICIPANTS

                             (REFERENT SECTION 3.13)


              The following Participants have been designated by the Company as
entitled to the Special Early Retirement Benefit under 3.13:

                                   Lyle Dragoo


                                     - B-1 -
<PAGE>

                                    EXHIBIT C

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                          ACTUARIAL EQUIVALENT FACTORS

                             (REFERENT SECTION 6.4)


              The 1984 Unisex Pension Mortality Table, with ages set back three
years for spouses, at 7 percent interest.


                                     - C-1 -
<PAGE>

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                                 FIRST AMENDMENT
                          (EFFECTIVE DECEMBER 21, 2000)
                                     TO THE
                           SUPPLEMENTAL BENEFITS PLAN
                   AMENDED AND RESTATED AS OF JANUARY 1, 2000


                                     PARTIES


              THIS FIRST AMENDMENT, effective December 21, 2000, is adopted by
Willamette Industries, Inc., hereinafter referred to as "Company."

                                    RECITALS

              Effective as of January 1, 2000, Company last amended and restated
the Willamette Industries, Inc., Supplemental Benefits Plan (the "Plan").

              The Company desires to further amend the Plan, in accordance with
Article XIII of the Plan, in certain respects and has authorized its
Compensation Committee to adopt such amendment.

                                    AMENDMENT

              The Plan is hereby amended effective as of December 21, 2000, as
set forth on the pages attached hereto that are incorporated by reference herein
as follows:

              1. ARTICLE II--PARTICIPATION

              Article II at page 3.


                                     - A -
<PAGE>

              2. ARTICLE III--BENEFITS

              a. 3.3 at page 7.

              3. ARTICLE VII--TIME OF PAYMENT

              7.4(e) at pages 25 and 26.

              7.4(f) is added at pages 26, 27, and 28.

              The Company has executed this amendment as of the 21st day of
December, 2000.

                                               WILLAMETTE INDUSTRIES, INC.


                                               By  /s/ Greg W. Hawley
                                                   -----------------------------
                                                   Executive Vice President and
                                                   Chief Financial Officer


                                     - B -
<PAGE>

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                                SECOND AMENDMENT
                           (EFFECTIVE JANUARY 1, 2002)
                                     TO THE
                           SUPPLEMENTAL BENEFITS PLAN
                   AMENDED AND RESTATED AS OF JANUARY 1, 2000


                                     PARTIES


              THIS SECOND AMENDMENT, effective January 1, 2002, is adopted by
Willamette Industries, Inc., hereinafter referred to as "Company."

                                    RECITALS

              Effective as of January 1, 2000, Company last amended and restated
the Willamette Industries, Inc., Supplemental Benefits Plan (the "Plan").

              The Plan was last amended effective December 21, 2000.

              The Company desires to further amend the Plan, in accordance with
Article XIII of the Plan, in certain respects.

                                    AMENDMENT

              The Plan is hereby amended effective as of January 1, 2002, as set
forth on the pages attached hereto that are incorporated by reference herein as
follows:

              1. TABLE OF CONTENTS at pages i and ii.

              2. ARTICLE VI--BENEFIT FORM

              6.2 at pages 14, 15, and 15a.

              3. ARTICLE XII--CLAIMS PROCEDURE

              a. 12.3(a) at pages 33 and 34.


                                     - B -
<PAGE>

              b. 12.3(b) at pages 35 and 35a.

              c. 12.4 is added at page 35a.


              The Company has executed this amendment as of the 1st day of
January, 2002.

                                               WILLAMETTE INDUSTRIES, INC.


                                               By  /s/ Greg W. Hawley
                                                   -----------------------------
                                                   Executive Vice President and
                                                   Chief Financial Officer


                                      - C -
<PAGE>

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                                 THIRD AMENDMENT
                          (EFFECTIVE JANUARY 28, 2002)
                                     TO THE
                           SUPPLEMENTAL BENEFITS PLAN
                   AMENDED AND RESTATED AS OF JANUARY 1, 2000


              THIS THIRD AMENDMENT, effective January 28, 2002, is adopted by
Willamette Industries, Inc., hereinafter referred to as "Company."

                                    RECITALS

              Effective as of January 1, 2000, Company last amended and restated
the Willamette Industries, Inc., Supplemental Benefits Plan (the "Plan").

              The Plan was last amended effective January 1, 2002.

              The Company desires to further amend the Plan, in accordance with
Article XIII of the Plan, in certain respects.

                                    AMENDMENT

              The Plan is hereby amended effective as of January 28, 2002, as
set forth below.

                                   Section 7.4

              The following shall be added to the end of Section 7.4(e)(A):


              In addition, a Participant whose Applicable Percentage for the
              length of the period used to calculate the years of severance pay
              under the Participant's Change in Control agreement is equal to
              300% and who upon a Change of Control does not have 15 Vesting
              Credits, shall be deemed to have 15 Vesting Credits for the
              purposes of eligibility for early retirement subsidy and early
              commencement of benefits as provided in the two immediate prior
              sentences. The calculation of such Participant's Benefit Credits
              shall be determined as set forth in this section 7.4(e) without
              regard to the immediately preceding sentence.


                                     - A -
<PAGE>

              The Company has executed this amendment as of the 28th day of
January, 2002.

                                               WILLAMETTE INDUSTRIES, INC.


                                               By  /s/ Greg W. Hawley
                                                   -----------------------------
                                                   Executive Vice President and
                                                   Chief Financial Officer


                                     - B -

</TEXT>
</DOCUMENT>
