FIRST AMENDMENT TO RIGHTS AGREEMENT

FIRST  AMENDMENT  dated  as  of  August 5, 2003 (this "Amendment") to the Rights
Agreement  (the  "Agreement")  dated  as  of  August  20,  1993  between  Mercer
International  Inc.,  a  Massachusetts trust organized under Washington law (the
"Company"), and Computershare Trust Company of Canada, the successor to Montreal
Trust Company of Canada, as rights agent (the "Rights Agent"). Capitalized terms
used  herein  and  not  otherwise  defined  shall  have  the respective meanings
ascribed  to  such  terms  in  the  Agreement.

     WHEREAS,  the  Company has proposed to enter into a settlement agreement to
be dated the date hereof by and among the Company and Greenlight Capital, L.L.C.
and  Greenlight  Capital,  Inc.  (the  "Settlement  Agreement");

     WHEREAS,  the Company deems this Amendment to the Agreement to be necessary
and desirable  and  in  the best interests of the holders of the Rights and  has
duly approved  this  Amendment;

     WHEREAS, no event has occurred that  would cause any Person to be deemed an
Acquiring  Person;  and

     WHEREAS, Section 26 of the Agreement permits the Company at any time before
any  Person  becomes  an  Acquiring  Person to amend the Agreement in the manner
Provided herein;

     NOW,  THEREFORE,  the  Agreement  is  hereby  amended  as  follows:

     Section  1.  ADDITION  OF SECTION 34.  A new Section 34 to the Agreement is
hereby  added:

          "Notwithstanding  anything  in this Agreement to the contrary, neither
          Greenlight  Capital,  L.L.C., Greenlight Capital, Inc., David Einhorn,
          GWA  Investments  LLC,  Guy  W.  Adams,  Saul Diamond, Coghill Capital
          Management,  LLC  ("CCM"),  Clint  D.  Coghill, CCM Master Fund, Ltd.,
          Cramer  Rosenthal  McGlynn,  LLC  ("CRM"),  Peter  Kellogg ("PK"), the
          nominee  for  trustee  jointly selected by CCM, CRM and PK, nor any of
          their  respective  Affiliates  or Associates shall become an Acquiring
          Person,  either  individually  or  collectively, no Distribution Date,
          Stock  Acquisition  Date  or  Triggering  Event shall occur, no Rights
          shall  separate from the Common Shares or otherwise become exercisable
          and  no adjustment shall be made pursuant to Sections 11 or 13 of this
          Agreement,  in  each  case  by  virtue  of  (i)  the  execution of the
          Settlement  Agreement,  (ii)  the public announcement thereof, or(iii)
          the  consummation  of  the  transactions  set  forth in the Settlement
          Agreement, including, without limitation, the selection of the nominee
          for Trustee by CCM, CRM and PK and the issuance to Guy W. Adams of the
          G.A.  Options, the issuance to GWA Investments LLC of the GWA Options,
          the  issuance  to Saul Diamond of the S.D. Options and the issuance of
          any  shares to Greenlight Capital, L.L.C., Greenlight Capital, Inc. or
          any  of  their Affiliates or Associates pursuant to Section 2.8 of the
          Settlement  Agreement."

     "G.A.  Options"  has  the  meaning  set  forth in the Settlement Agreement.


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     "GWA Options"  has  the  meaning  set  forth  in  the Settlement Agreement.

     "Meeting"  has  the  meaning  set  forth  in  the  Settlement  Agreement.

     "S.D.  Options"  has  the  meaning  set  forth in the Settlement Agreement.

     "Settlement  Agreement"  means that certain Agreement dated August 5, 2003,
     by  and among  the  Company,  Greenlight  Capital,  L.L.C.  and  Greenlight
     Capital, Inc.

     Section 2.  FULL FORCE AND EFFECT.  Except as expressly amended hereby, the
Rights  Agreement  shall  continue  in  full  force  and effect unamended and in
accordance  with  the  provisions  thereof  on  the  date  hereof.

     Section 3. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the law of the State of Washington applicable to contracts to
be made  and  performed  entirely  within  such  State.

     Section  4.   COUNTERPARTS.   This   Amendment   may  be  executed  in  two
counterparts, each  of  which  shall  be  deemed an original,  but both of which
together shall constitute  one  and  the  same  instrument.

                            [SIGNATURE PAGE FOLLOWS]


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IN  WITNESS WHEREOF, the Company and the Rights Agent have caused this Amendment
to  be  duly  executed  as  of  the  day  and  year  first  above  written.


MERCER  INTERNATIONAL  INC.

By: /s/ Bill McCartney
   --------------------------------------
   Name:  Bill McCartney
   Title: Trustee

COMPUTERSHARE  TRUST  COMPANY  OF  CANADA

By: /s/ Ian Malcolm
   --------------------------------------
   Name:  Ian Malcolm
   Title: Account Manager