CONSULTING AGREEMENT


                  THIS  AGREEMENT is entered into as of the 1st day of December,
1998,  by  and  between  Willamette  Industries,  Inc.,  an  Oregon  corporation
("Corporation"), and William Swindells ("Swindells").

                  WHEREAS,  Swindells  has  served as an  executive  officer  of
Corporation for many years, is now its Chairman of the Board and Chief Executive
Officer and has knowledge and  experience of significant  value to  Corporation;
and

                  WHEREAS,  in  order  to  provide  for  an  orderly  management
succession it is presently  contemplated  that Swindells will retire as Chairman
and Chief Executive Officer of Corporation, effective December 1, 1998; and

                  WHEREAS,  Corporation  wishes to continue  to avail  itself of
Swindells' experience and knowledge by retaining Swindells to provide consulting
services to Corporation with respect to the business of Corporation; and

                  WHEREAS, Swindells desires to perform such services;

                  NOW, THEREFORE, in consideration of the foregoing,  and of the
mutual agreements herein contained, Swindells and Corporation agree as follows:

                  1.       Consulting Services.

                           (a) Term of Service.  Corporation  hereby agrees that
it will  engage  Swindells,  and  Swindells  agrees  that he  will  serve,  as a
consultant to  Corporation  for a period (the "Term")  commencing on December 1,
1998,  and  ending on  November  30,  1999,  or earlier in the event of death or
disability of Swindells. Swindells will be deemed disabled only if, on the basis
of  medical  evidence  acceptable  to the  Board of  Directors  of  Corporation,
Swindells  has  a  physical  or  mental  condition  resulting  from  unavoidable
impairment  of mind or body which can be expected to result in death or to be of
long-continued and indefinite duration and which, in the discretion of the Board
of Directors of Corporation,  prevents Swindells from engaging in any employment
or occupation for remuneration or profit.  Following November 30, 1999, the Term
will  extend  for  three  consecutive  one-year  periods  unless  terminated  by
Corporation  or  Swindells  upon notice given not less than 30 days prior to the
commencement of any such one-year  period;  provided  however that such extended
Term  shall not extend  beyond  the death or  disability  of  Swindells,  or the
retirement of Swindells from the Board of Directors of Corporation.

                           (b)  Nature of  Consulting  Services.  To the  extent
reasonably  requested by  Corporation,  Swindells  shall consult with and advise
Corporation  with  respect  to  acquisitions  and  strategic  planning,  capital
expenditures,  product  development  and general  corporate  and  organizational
matters. The Corporation shall not direct the manner or means by which Swindells
performs  services  under  this  Agreement.  The  consulting  services  shall be
provided in Portland,  Oregon at times  determined  by  Swindells  except as the
parties may otherwise agree.  Corporation  shall provide Swindells with adequate
information and resources to allow Swindells to perform effectively the services
contemplated by this Agreement.

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                           (c)  Nature  of   Relationship.   For  all  purposes,
including  that of  determining  Swindells'  eligibility  for  participation  in
Corporation's  employee  benefit plans,  Swindells'  relationship to Corporation
during the Term shall be that of an independent contractor and not an employee.

                  2.  Agreement  Not to Compete.  Swindells  hereby agrees that,
during the Term,  he will not,  directly  or  indirectly,  either as  principal,
agent,  stockholder,  employee  or in any  other  capacity,  without  the  prior
approval of the Board of Directors of Corporation,  engage in any activity or be
employed by, assist or have an equity  interest in, any business or other entity
that competes in any material respect with Corporation;  provided, however, that
such prohibited  activity shall not include the ownership of one percent (1%) or
less of the voting securities of any publicly traded  corporation  regardless of
the  business  of such  corporation.  Swindells  acknowledges  and agrees that a
material  breach by Swindells of the provisions of this Section will  constitute
such  damage  as will be  irreparable  and the  exact  amount  of which  will be
impossible  to ascertain  and for that reason  agrees that  Corporation  will be
entitled to an  injunction  to be issued by any court of competent  jurisdiction
restraining  and  enjoining  Swindells  from  violating  the  provisions of this
Section.  The right of injunction shall be in addition to and not in lieu of any
other remedy  available to  Corporation  for such breach or  threatened  breach,
including the recovery of damages from Swindells.

                  3. Confidential Information.  Swindells shall continue to hold
confidential   for  the  benefit  of  Corporation  all  secret  or  confidential
information,  knowledge  or data  relating to  Corporation  that shall have been
obtained by Swindells  during his  employment by  Corporation or during the Term
and that shall not have become public knowledge.

                  4.  Fees for  Services.  In  consideration  of the  consulting
services  to be  performed  by  Swindells  hereunder  and for the  covenants  of
Swindells contained herein,  Corporation shall pay Swindells  consulting fees at
the rate of $10,000 per month during the Term.  The obligation of Corporation to
make the  foregoing  payments to  Swindells  shall  terminate  upon the death or
disability of Swindells except with regard to accrued and unpaid amounts.  While
receiving fees for services under this  Agreement,  Swindells  shall not receive
annual retainer payments made to non-employee directors of the Corporation,  but
shall  receive  fees for board and  committee  meetings  attended  and all other
amounts payable to non-employee directors of Corporation.

                  5. Other Matters.  During the Term,  Corporation shall provide
Swindells with the following:

                           (a) Expenses. Reimbursement for all reasonable travel
and other  business  expenses  incurred by Swindells in the  performance  of his
duties hereunder;

                           (b) Office Space;  Secretary.  Office space, together
with the  services  of a  secretary,  appropriate  to the  status  of  Swindells
hereunder; and

                           (c) Club  Expenses.  Dues,  fees and expenses for the
following clubs: Arlington Club.

                           (d)  Parking  in the  building  in  which  Swindells'
office is located.

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                  6. Scope of Agreement.  Nothing in this Agreement  shall limit
such rights as Swindells may have under any other  agreements with  Corporation.
Amounts which are vested  benefits or which  Swindells is otherwise  entitled to
receive under any plan or program of Corporation  shall be payable in accordance
with such plan or program.

                  7. Indemnification.  Corporation shall indemnify Swindells and
his legal  representatives  to the fullest  extent  permitted by the laws of the
state of Oregon, the Articles of Incorporation,  or the Bylaws of Corporation as
in effect  as of the date of this  Agreement  and from  time to time  thereafter
against all claims,  loss,  damages,  costs,  charges  and  expenses  whatsoever
incurred or sustained by him or his legal representatives in connection with any
action, suit or proceeding to which he or his legal  representatives may be made
a party by  reason of the  services  performed  by  Swindells  pursuant  to this
Agreement.  Corporation will, upon request by Swindells, promptly advance or pay
any  amounts  for costs,  charges or  expenses  (including,  but not limited to,
reasonable legal fees and expenses incurred by counsel retained by Swindells) in
respect  of  his  right  to  indemnification  hereunder,   subject  to  a  later
determination  as  to  Swindells'   ultimate  right  to  receive  such  payment.
Swindells'  rights under this Agreement shall be in addition to, and not in lieu
of, any other rights Swindells may have to indemnification by Corporation.

                  8.  Successors.  This  Agreement is personal to Swindells  and
without the prior  written  consent of  Corporation  shall not be  assignable by
Swindells.  This  Agreement  shall inure to the  benefit of and be binding  upon
Corporation and its successors.  Corporation will require any successor (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all of the business of Corporation to expressly  assume and agree
to  perform  this  Agreement  in the same  manner  and to the same  extent  that
Corporation  would be  required  to perform it if no such  succession  had taken
place.

                  9. Miscellaneous.

                           (a) Governing Law. This  Agreement  shall be governed
by and  construed in  accordance  with the laws of the state of Oregon,  without
reference to principles of conflict of laws.

                           (b)  Notices.  All notices  and other  communications
hereunder  shall be in writing and shall be given by hand  delivery to the other
party or by certified mail, return receipt requested, postage prepaid, addressed
as follows:

                           If to Swindells:

                           Mr. William Swindells
                           1100 S.W. Myrtle Drive
                           Portland, Oregon  97201

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                           If to Corporation:

                           Willamette Industries, Inc.
                           3800 First Interstate Tower
                           1300 S.W. Fifth Avenue
                           Portland, Oregon  97201

                           Attention:  Corporate Secretary

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notice and  communications  shall be effective
when actually  received by the  addressee or three days  following  mailing,  as
provided above, whichever shall first occur.

                           (c) Severability.  The invalidity or unenforceability
of  any  provision  of  this   Agreement   shall  not  affect  the  validity  or
enforceability of any other provision of this Agreement.

                           (d)  Withholding.  Corporation  may withhold from any
amounts  payable  under this  Agreement  such amounts as shall be required to be
withheld pursuant to any applicable law or regulation.

                           (e)  Entire  Agreement;   Amendment.  This  Agreement
contains the entire  understanding  of Corporation and Swindells with respect to
the subject matter hereof,  and may not be amended or modified otherwise than by
a  written  agreement  executed  by  the  parties  hereto  or  their  respective
successors and legal representatives.

                  IN WITNESS  WHEREOF,  Swindells has hereunto set his hand and,
pursuant  to the  authorization  from its Board of  Directors,  Corporation  has
caused this  Agreement  to be executed in its name on its behalf,  all as of the
day and year first above written.




                                       -----------------------------------------
                                       William Swindells



                                       WILLAMETTE INDUSTRIES, INC.


                                       By  -------------------------------------
                                           Duane C. McDougall, President

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