WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN



                              Amended and Restated
                         Effective as of January 1, 2000



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                                TABLE OF CONTENTS

                                                                            Page

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
                 3.15  Duane C. McDougall Benefit                           11
                 3.16  Greg W. Hawley Benefit                               11a

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                                   15
                 6.4   Actuarial Equivalent                                 15

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


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                                TABLE OF CONTENTS
                                   (continued)

                                                                           Page

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

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




                                       -ii-
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                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                              Amended and Restated
                         Effective as of January 1, 2000


                                  P A R T I E S

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

                                 R E C I T A L S

            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.

                  A M E N D M E N T  A N D  R E S T A T E M E N T

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

                                       -1-
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                                    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.

                                       -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-
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                  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-
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     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


                                       -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

                                       -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.

                                      -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
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
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 day of the sixth month

                                       -14-
<PAGE>

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.

     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

                                       -15-
<PAGE>

date of the 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).

                                       -16-
<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):

                                          Percentage of Age 65 Benefit
                 Age at Early                 (Prior to Joint and
                  Retirement                  Survivor Adjustment)

                     55                              46%
                     56                              53%
                     57                              60%
                     58                              67%
                     59                              74%
                     60                              81%
                     61                              88%
                     62                              91%
                     63                              94%
                     64                              97%
                     65                             100%

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:  Percentage of Age 65
Benefit Age at Early (Prior to Joint and Retirement Survivor Adjustment)

                                          Percentage of Age 65 Benefit
                 Age at Early                 (Prior to Joint and
                  Retirement                  Survivor Adjustment)

                     55                              65%
                     56                              70%
                     57                              75%
                     58                              80%
                     59                              85%
                     60                              90%
                     61                              95%
                     62                             100%
                     63                             100%
                     64                             100%
                     65                             100%

     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  rom 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

                                       -25-
<PAGE>

under 7.3),  will be waived and not be  applicable.  Also,  the  requirement  in
7.4(a) that employment cease on or after reaching age 55 shall not apply to such
a Participant.

            (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 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:

                                       -26-
<PAGE>

            (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 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.

                                       -27-
<PAGE>


            (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.

                                       -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.

                                       -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.

                                       -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.

                                       -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.

                                       -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.  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.

            (2)  Contents  of Notice.  Such notice will  indicate  the  specific
reason or  reasons  for  denial,  specific  reference  to the Plan  provision(s)
involved,  an explanation of the


                                       -33-
<PAGE>

claims review procedure set forth herein, and a
description of any additional material or information  necessary to complete the
claim.

            (3) Deemed  Denied.  If  written  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 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 Retirement  Board may hold a hearing
if it deems it necessary.

                                       -34-
<PAGE>

            (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 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.

            (4)   Contents  of  Review Notice.   The  decision  shall  set forth
its  reasons  and  pertinent  Plan  provisions on  which it is based.  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.

                                       -35-
<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.


                                       -36-
<PAGE>


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

                                    WILLAMETTE INDUSTRIES, INC.


                                       By
                                         ----------------------
                                       Executive Vice President and
                                       Chief Financial Officer


                                       -37-
<PAGE>


                                    EXHIBIT A

                          WILLAMETTE INDUSTRIES, INC.,
                           SUPPLEMENTAL BENEFITS PLAN

                  SOCIAL SECURITY COVERED COMPENSATION FOR 2000

                             (Referent Section 3.2)


Calendar Year        Covered           Calendar Year          Covered
  of Birth         Compensation          of Birth           Compensation
-------------      ------------        -------------        ------------
   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


                                      -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


                                  P A R T I E S


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

                                 R E C I T A L S

            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.

                                A M E N D M E N T

            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         day of
                                                                 ---------
               , 2000.
---------------
                                       WILLAMETTE INDUSTRIES, INC.


                                       By
                                          ------------------------
                                          Executive Vice President and
                                          Chief Financial Officer


                                       -B-