WILLAMETTE INDUSTRIES INC
AMENDMENT NO. 1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>ex10-1.txt
<DESCRIPTION>AMENDMENT NO. 1
<TEXT>
                                 AMENDMENT NO. 1
                                       TO
                   AMENDED AND RESTATED WILLAMETTE INDUSTRIES
                   1995 LONG-TERM INCENTIVE COMPENSATION PLAN


         This  Amendment  No.  1  ("Amendment")  to  the  Amended  and  Restated
Willamette  Industries  1995 Long-Term  Incentive Plan (the "Original  Plan") is
made effective July 1, 2001.

         1. Section 2 of the Original Plan is amended to read as follows:

         "2.  Administration.  The Board of Directors of Company  ("the  Board")
    shall  designate a Committee of not less than two members of the Board ("the
    Committee")  who shall  administer the Plan and serve at the pleasure of the
    Board.  The number and identity of the members of, and any name given to the
    Committee,  may be  changed  by the Board at any time and from time to time.
    The Committee may also have other duties,  as would be the case if the Board
    should designate the Company's  Compensation and Nomination  Committee (or a
    successor  thereto) to act as the Committee  under the Plan. No person shall
    be eligible or  continue to serve as a member of the  Committee  unless such
    person is a  "disinterested  person" within the meaning of Rule 16b-3 ("Rule
    16b-3") of the General Rules and Regulations  under the Securities  Exchange
    Act of 1934, as amended (the "Exchange Act"), or any law, rule,  regulation,
    or other provision that may hereafter  replace such rule.  Also,  unless the
    Board  determines  otherwise,  members  of the  Committee  must be  "outside
    directors" within the meaning of Section 162(m) of the Internal Revenue Code
    of 1986,  as  amended,  and the rules  thereunder.  Subject  to the  express
    provisions of the Plan, the Committee  shall have full and final  authority,
    acting in its sole discretion, to interpret the Plan, to establish rules and
    regulations  relating  to the Plan,  and to take such  action  and make such
    determinations  as the  Committee  may deem  necessary  or  advisable in the
    administration  of the Plan. No member of the Committee  shall be liable for
    any action or  determination  made in good faith with respect to the Plan or
    any  grant  or award  made  thereunder,  nor be  liable  for any good  faith
    reliance upon any report or other information  furnished to the Committee by
    Company's  officers,  its independent  public  accountants,  or by any other
    person or entity."

         2. Section 8 of the Original Plan is amended to read as follows:

         "8.  Non-Employee  Directors.  Grants  shall be made to  members of the
    Board who are not  employees  of  Company or any  Subsidiary  ("Non-Employee
    Directors")  only under  this  Article 8. The  persons  eligible  to receive
    grants pursuant to this Article 8 are all Non-Employee Directors.

         "Initial  Options.  Upon the date of approval of the Plan by  Company's
    shareholders (the "Approval Date"), each person who is then a Non-Employee

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    Director shall be automatically  granted an option (a "Director  Option") to
    purchase  1,000  shares of Stock.  Each  person who  becomes a  Non-Employee
    Director after the Approval Date shall be automatically granted, on the date
    such person becomes a Non-Employee  Director,  an initial Director Option to
    purchase  2,000 Shares;  provided,  however,  that a director who was at any
    time an officer of the Company or any Subsidiary  shall not be entitled to a
    grant of the initial Director Option.

         "Annual  Options.  Upon the date of each  annual  meeting of  Company's
    shareholders  beginning with the meeting in 2001,  each person who is then a
    Non-Employee  Director  and who is to  continue  as a  member  of the  Board
    following the annual meeting,  and without regard to how long the person has
    been a Non-Employee  Director or whether the person had ever been an officer
    of  Company  or any  Subsidiary,  shall be  automatically  granted an annual
    Director Option to purchase 2,000 shares of Stock.

         "Option Price.  The option price for all Director  Options shall be the
    fair market value of a share of Stock at the date of grant.

         "Option  Agreements.  Each grant of Director  Options made  pursuant to
    this  Article 8 shall be  governed  by and shall be subject to the terms and
    conditions set forth in an Option Agreement in the form attached to the Plan
    as Exhibit A. Except to the extent  otherwise  provided in this Article 8 or
    in such  Option  Agreement,  each such grant shall be governed by the Plan's
    provisions  relating to the grant of options to, and the exercise of options
    by, employees."

         3. Except as expressly  provided in this  Amendment No. 1, the Original
Plan will remain in full force and effect.

         Willamette has adopted this Amendment No. 1 effective July 1, 2001.

                                       Willamette Industries, Inc.


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

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