Change in Control Agreement -

Change in Control Agreement - Williamette Industries Inc.(Thu, 01 Jan 1970 00:00:00 GMT)

                                    January 18, 2001
First Name, Last Name
Address
City, State, Zip
Dear ___________________:
This letter amends and  supplements  the letter  agreement dated April 20, 1999,
between you and Willamette Industries,  Inc.  ("Willamette") relating to certain
benefits  following a change in control of Willamette  (the "CIC  Agreement") as
follows:
     1.  The  following  provision  is added to  paragraph  3(d)(ii)  of the CIC
Agreement:
      For purposes of this Agreement,  "annual incentive compensation" includes,
      without  limitation,  annual grants of stock options and restricted  stock
      under the Company's 1995 Long-Term Incentive Compensation Plan, as amended
      and restated (the "Incentive  Plan").  The value of your annual  incentive
      compensation  represented  by  restricted  stock  granted to you under the
      Incentive Plan during any fiscal year of the Company, will be equal to the
      number of Company  Shares granted to you multiplied by the market value of
      a Company  share on the grant  date.  The value of your  annual  incentive
      compensation  represented  by  stock  options  granted  to you  under  the
      Incentive  Plan during any fiscal year of the Company will be equal to the
      number of Company  Shares  subject to your stock option  multiplied by the
      value of each stock option  determined as of the grant date of that option
      using the Black  Scholes  option  pricing  model and the market value of a
      Company Share on the grant date and using the following assumptions:
     (a) The  option  will be assumed  to be fully  exercisable  as of the grant
date;

January 18, 2001
Page Two
     (b) The  option  will be  assumed  to have an  expected  life  equal to the
average  period  for  which  options   granted  under  the  Plan  have  remained
outstanding  which  is 6.4  years; 
     (c) The  volatility of the Company  Shares  underlying  each option will be
determined based on the simple average of four volatility  calculations:  1) the
daily close stock price for the  three-year  period  preceding each stock option
grant date; 2) the daily close stock price for the 52-week  preceding each stock
option  grant  date;  3) the  daily  close  stock  price  for  the  most  recent
peak-to-peak  stock cycle, with a duration cycle of over 1 year,  preceding each
stock option grant date;  and 4) the daily close stock price for the most recent
trough-to-trough  stock cycle,  with a duration cycle of over 1 year,  preceding
each stock option grant date.  For any period of time during which the Company's
Shares are being  solicited in the public arena through a public tender offer or
public bidding process,  the volatility factor for such period will be the daily
average of the S&P forest products index for the four calculations noted above.
     (d) The risk-free rate will be the yield to maturity on a U.S.Treasury note
with a term of 6.4 years.
     (e) The dividend is the actual per share cash dividend paid with respect to
Company  Shares in the most current  calender  quarter  prior to the grant date,
annualized.
     2.  Except  as  expressly  provided  in  this  letter,  all the  terms  and
conditions of the CIC Agreement will continue in full force and effect.
                                          Sincerely,
                                          WILLAMETTE INDUSTRIES, INC.
                                          By 
                                            -------------------------
                                          Duane C. McDougall,
                                          President and CEO

January 18, 2001
Page Three
      Agreed to this                       day of                     , 2001.
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