AMENDMENT NO. 2 TO RIGHTS AGREEMENT


         This  Amendment No. 2 dated as of November 13, 1997 (the  "Amendment"),
to the Rights Agreement,  dated as of February 26, 1990, as amended by Amendment
No. 1 dated as of December 3, 1996 (the "Rights Agreement"),  between Willamette
Industries,  Inc.,  an  Oregon  corporation  (the  "Company"),  and  ChaseMellon
Shareholder Services, L.L.C. (the "Rights Agent");

         WHEREAS,  the Company and the Rights Agent have entered into the Rights
Agreement; and

         WHEREAS,  on November 13, 1997,  the Board of Directors of the Company,
in accordance with Section 27 of the Rights  Agreement,  determined it desirable
and in the best interests of the Company and its  shareholders to supplement and
amend certain provisions of the Rights Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements herein set forth, the parties hereby agree as follows:

         Section  1.  Amendment  to  Section  7(c).  Section  7(c) of the Rights
Agreement is amended to read in its entirety as follows:

         "(c) The Purchase Price for each one one-hundredth of a Preferred Share
pursuant  to the  exercise  of a Right  shall  initially  be $280,  and shall be
payable in lawful  money of the United  States of  America  in  accordance  with
Section 7(d) hereof. The Purchase Price and the number of Preferred Shares to be
acquired upon  exercise of a Right shall be subject to  adjustment  from time to
time as provided in Sections 11 and 13."

         Section 2.  Amendment to Form of Right  Certificate.  The Form of Right
Certificate  attached as Exhibit B to the Rights Agreement is amended to read in
its entirety as set forth in Exhibit B attached hereto.

         Section 3. Amendment to Summary of Rights to Purchase  Preferred Stock.
The Summary of Rights to Purchase  Preferred  Stock attached as Exhibit C to the
Rights  Agreement  is amended to read in its  entirety as set forth in Exhibit C
attached hereto.

         Section  4.  Effectiveness  of  Amendment.   This  Amendment  shall  be
effective as of the date set forth above and,  except as set forth  herein,  the
Rights  Agreement  shall  remain  in full  force  and  effect  and be  otherwise
unaffected hereby.

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<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Amendment to be duly
executed as of the date first written above.

WILLAMETTE INDUSTRIES, INC.                 CHASEMELLON SHAREHOLDER
                                            SERVICES, L.L.C.


By       /s/ J. A. Parsons                  /s/ Dennis Treibel
         J. A. Parsons                      Dennis Treibel
         Executive Vice President and       Assistant Vice President
         Chief Financial Officer,
         Secretary and Treasurer

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<PAGE>
                                                                       Exhibit B
                                                                       ---------

                           [Form of Right Certificate]

Certificate No. R                                                         Rights
                                                                          ------

    NOT  EXERCISABLE  AFTER FEBRUARY 26, 2000, OR EARLIER IF REDEEMED.  THE
    RIGHTS  ARE  SUBJECT TO  REDEMPTION  AT $.01 PER RIGHT ON THE TERMS SET
    FORTH IN THE RIGHTS AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES  (SPECIFIED
    IN THE RIGHTS  AGREEMENT),  RIGHTS  BENEFICIALLY  OWNED BY AN ACQUIRING
    PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF
    SUCH RIGHTS MAY BECOME NULL AND VOID.  [THE RIGHTS  REPRESENTED BY THIS
    RIGHT CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR
    BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING
    PERSON   (AS  SUCH  TERMS  ARE   DEFINED  IN  THE  RIGHTS   AGREEMENT).
    ACCORDINGLY,  THIS RIGHT CERTIFICATE AND THE RIGHTS  REPRESENTED HEREBY
    MAY  BECOME  VOID  IN  THE   CIRCUMSTANCES   SPECIFIED  IN  THE  RIGHTS
    AGREEMENT.] 1

                                Right Certificate

                           WILLAMETTE INDUSTRIES, INC.

         This certifies that                     , or registered assigns, is the
                             --------------------
registered owner of the number of Rights set forth above, each of which entitles
the registered owner thereof, subject to the terms, provisions and conditions of
the Rights  Agreement dated as of February 26, 1990, as amended by Amendment No.
1 dated as of December 3, 1996, and as further  amended by Amendment No. 2 dated
as of November 13, 1997 (the "Rights Agreement"), between Willamette Industries,
Inc.,  an  Oregon  corporation  (the  "Company"),  and  ChaseMellon  Shareholder
Services,  L.L.C.  (the "Rights Agent," which term shall include every successor
Rights Agent under the Rights  Agreement),  to purchase  from the Company at any
time  after  the  Distribution  Date  (as such  term is  defined  in the  Rights
Agreement) and prior to 5 p.m. (Portland,  Oregon time) on February 26, 2000, at
the office or agency of the Rights Agent or its  successor  designated  for such
purpose,  one  one-hundredth  of a fully  paid  nonassessable  share of Series A
Junior  Participating  Preferred Stock, $.50 par value (the "Preferred Shares"),
of the Company, at a purchase price initially of $280 per one one-hundredth of a
Preferred Share (the "Purchase Price"),  upon presentation and surrender of this
Right Certificate with the Form of Election to Purchase and related  certificate
duly executed.  As provided in the Rights Agreement,  the Purchase Price and the
number of  Preferred  Shares  which may be  purchased  upon the  exercise of the
Rights  evidenced  by this Right  Certificate  are subject to  modification  and
adjustment upon the happening of certain events.

----------
1 That portion of the legend in brackets  shall be inserted  only if  applicable
and shall replace the preceding sentence.

                                     - 1 -
<PAGE>

         This Right  Certificate is subject to all of the terms,  provisions and
conditions of the Rights Agreement,  which terms,  provisions and conditions are
hereby  incorporated  herein by  reference  and made a part  hereof and to which
Rights Agreement  reference is hereby made for a full description of the rights,
limitations  of rights,  obligations,  duties and  immunities  hereunder  of the
Rights Agent, the Company and the holders of the Right  Certificates.  Copies of
the  Rights  Agreement  are on file at the  principal  executive  offices of the
Company and are  available  from the Rights  Agent or the Company  upon  written
request.

         Upon the occurrence of certain events  specified in Section 7(f) of the
Rights Agreement,  if the Rights evidenced by this Right Certificate are or were
beneficially  owned by an  Acquiring  Person or an  Affiliate or Associate of an
Acquiring  Person (as such terms are defined in the Rights  Agreement) or, under
certain circumstances,  a transferee of any such Acquiring Person,  Affiliate or
Associate,  such  Rights  shall  become  null and void  and any  holder  thereof
(whether or not such holder is an Acquiring  Person or an Affiliate or Associate
of an Acquiring Person) shall thereafter have no right to exercise such Rights.

         In certain circumstances described in the Rights Agreement,  the Rights
evidenced  hereby may entitle the holder hereof to purchase  capital stock of an
entity other than the Company or receive cash or other assets, all as prescribed
in the Rights Agreement.

         This Right Certificate, with or without other Right Certificates,  upon
surrender  at the  office or  agency of the  Rights  Agent  designated  for such
purpose, may be exchanged for another Right Certificate or Right Certificates of
like tenor and date  evidencing  Rights equal to the aggregate  number of Rights
evidenced by the Right Certificate or Right  Certificates  surrendered.  If this
Right  Certificate  shall be exercised in part,  the holder shall be entitled to
receive upon surrender  hereof another Right  Certificate or Right  Certificates
for the number of whole Rights not exercised.

         Subject to the provisions of the Rights Agreement, the Rights evidenced
by this Right  Certificate  may,  but are not  required  to, be  redeemed by the
Company at a  redemption  price of $.01 per Right or exchanged by the Company at
the rate of one Common Share per Right.

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<PAGE>

         Fractional  Preferred  Shares will be issued  upon the  exercise of any
Right or Rights evidenced hereby only in fractions which are integral  multiples
of one  one-hundredth  of a Preferred  Share  (which may, at the election of the
Company,  be  evidenced  by  depositary  receipts).  In lieu of the  issuance of
fractional  shares other than in integral  multiples of one  one-hundredth  of a
Preferred  Share,  a cash  payment  will  be  made  as  provided  in the  Rights
Agreement.

         No  holder  of this  Right  Certificate  shall be  entitled  to vote or
receive  dividends  or be deemed for any  purpose  the  holder of the  Preferred
Shares  or of any  other  securities  of the  Company  which  may at any time be
issuable on the  exercise  hereof,  nor shall  anything  contained in the Rights
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  shareholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  shareholders  at any
meeting thereof, to give or withhold consent to any corporate action, to receive
notice of meetings or other actions affecting  shareholders  (except as provided
in the Rights Agreement),  or to receive dividends or other subscription rights,
or  otherwise,  until the Right or Rights  evidenced  by this Right  Certificate
shall have been exercised as provided in the Rights Agreement.

         This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.

         WITNESS the facsimile  signature of the proper  officers of the Company
and its corporate seal. Dated as of                       .
                                    ----------------------

ATTEST:                                     WILLAMETTE INDUSTRIES, INC.


------------------------------              -----------------------------------
Secretary                                   President

Countersigned:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


By___________________________
      Authorized Signature

                                     - 3 -
<PAGE>

                   [Form of Reverse Side of Right Certificate]

                               FORM OF ASSIGNMENT
                               ------------------

                (To be executed by the registered holder if such
               holder desires to transfer the Right Certificate.)

         FOR  VALUE   RECEIVED                          hereby  sells,   assigns
                              --------------------------
and  transfers   unto
                      ----------------------------------------------------------
                             (Please  print name and address of transferee)

--------------------------------------------------------------------------------
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint                         Attorney,
                                                ---------------------
to  transfer  the  within  Right  Certificate  on the books of the  within-named
Company, with full power of substitution.

Dated: 
       --------------------, ----

                                            --------------------------------
                                            Signature

Signature Guaranteed:
                                   Certificate
                                   -----------

         The  undersigned  hereby  certifies by checking the  appropriate  boxes
that:

         (1) this Right  Certificate [ ] is [ ] is not being sold,  assigned and
transferred by or on behalf of a Person who is or was an Acquiring  Person or an
Affiliate or Associate of any such  Acquiring  Person (as such terms are defined
in the Rights Agreement); and

         (2) after due inquiry and to the best knowledge of the undersigned, the
undersigned  [ ] did [ ] did not  acquire  the  Rights  evidenced  by this Right
Certificate  from any  Person who is, was or  subsequently  became an  Acquiring
Person or an Affiliate or Associate of an Acquiring Person.


Dated: 
       --------------------, ----           --------------------------------
                                            Signature

                                     - 4 -
<PAGE>

              [Form of Reverse Side of Right Certificate-continued]

                                     NOTICE
                                     ------

         The  signatures  in  the  foregoing  Assignment  and  Certificate  must
correspond  to the name as written  upon the face of this Right  Certificate  in
every particular, without alteration or enlargement or any change whatsoever.

         The  signatures  in the  foregoing  Assignment  must be guaranteed by a
member  firm of a  registered  national  securities  exchange,  a member  of the
National Association of Securities Dealers,  Inc., or a commercial bank or trust
company having an office or correspondent in the United States.

         In the event the  certification  set forth above is not completed,  the
Company  may deem the  beneficial  owner of the Rights  evidenced  by this Right
Certificate to be an Acquiring  Person or an Affiliate or Associate  thereof (as
such  terms  are  defined  in the  Rights  Agreement)  and,  in the  case  of an
assignment,  may affix a legend to that effect on any Right Certificates  issued
in exchange for this Right Certificate.

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<PAGE>

              [Form of Reverse Side of Right Certificate-continued]

                          FORM OF ELECTION TO PURCHASE
                          ----------------------------

      (To be executed if holder desires to exercise the Right Certificate.)

To WILLAMETTE INDUSTRIES, INC.

         The undersigned hereby irrevocably elects to exercise            Rights
                                                               ----------
represented by this Right  Certificate to purchase the Preferred Shares issuable
upon the  exercise  of such  Rights  and  requests  that  certificates  for such
Preferred Shares be issued in the name of:

--------------------------------------------------------------------------------
         (Please print name and address)

--------------------------------------------------------------------------------

Please insert social security or other identifying number:
                                                          ----------------------

If such  number of Rights  shall not be all the Rights  evidenced  by this Right
Certificate,  a new Right  Certificate for the balance  remaining of such Rights
shall be registered in the name of and delivered to:

--------------------------------------------------------------------------------
         (Please print name and address)

--------------------------------------------------------------------------------


Dated: 
       --------------------, ----

                                            --------------------------------
                                            Signature

Signature Guaranteed:

                                   Certificate
                                   -----------

         The  undersigned  hereby  certifies by checking the  appropriate  boxes
that:

         (1) the Rights evidenced by this Right  Certificate [ ] are [ ] are not
beneficially  owned by an  Acquiring  Person  or an  Affiliate  or an  Associate
thereof (as such terms are defined in the Rights Agreement); and

                                     - 6 -
<PAGE>

              [Form of Reverse Side of Right Certificate-continued]

         (2) after due inquiry and to the best knowledge of the undersigned, the
undersigned  [ ] did [ ] did not  acquire  the  Rights  evidenced  by this Right
Certificate  from any  person who is, was or  subsequently  became an  Acquiring
Person or an Affiliate or Associate of an Acquiring Person.


Dated: 
       --------------------, ----           --------------------------------
                                            Signature

                                     NOTICE
                                     ------

         The  signatures  in the  foregoing  Form of Election  to  Purchase  and
Certificate  must  correspond to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

         The  signatures in the  foregoing  Form of Election to Purchase must be
guaranteed  by a member firm of a registered  national  securities  exchange,  a
member of the National Association of Securities Dealers,  Inc., or a commercial
bank or trust company having an office or correspondent in the United States.

         In the event the  certification  set forth above is not completed,  the
Company  may deem the  beneficial  owner of the Rights  evidenced  by this Right
Certificate to be an Acquiring  Person or an Affiliate or Associate  thereof (as
such  terms  are  defined  in the  Rights  Agreement)  and,  in the  case  of an
assignment,  may affix a legend to that effect on any Right Certificates  issued
in exchange for this Right Certificate.

                                     - 7 -
<PAGE>

                                                                       Exhibit C
                                                                       ---------

                           WILLAMETTE INDUSTRIES, INC.
                  SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK

         On February 7, 1990,  the Board of Directors of Willamette  Industries,
Inc. (the  "Company"),  declared a dividend  distribution  of one Right for each
outstanding share of common stock,  $.50 par value (the "Common Stock"),  of the
Company to the  shareholders  of record at the close of business on February 26,
1990 (the "Record Date").  Each Right entitles the registered holder to purchase
from the Company one one-hundredth of a share of Junior Participating  Preferred
Stock,  $.50 par value (the  "Preferred  Shares"),  at a price of $280 per share
(the "Purchase Price"), subject to adjustment.  The description and terms of the
Rights are set forth in a Rights  Agreement  dated February 26, 1990, as amended
by  Amendment  No. 1 dated as of  December  3, 1996,  and as further  amended by
Amendment No. 2 dated as of November 13, 1997 (the "Rights Agreement"),  between
the Company and ChaseMellon  Shareholder Services,  L.L.C., as Rights Agent (the
"Rights Agent").

         Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding,  and no separate  certificates  evidencing
Rights  (the "Right  Certificates")  will be  distributed.  Until the earlier to
occur of (i) 10 days following a public  announcement  that a person or group of
affiliated or associated  persons (other than the Company,  its employee benefit
plans,  or a person who  acquires  his shares in a  Sanctioned  Tender  Offer as
defined  below) (an  "Acquiring  Person"),  acquired,  or obtained  the right to
acquire, beneficial ownership of 20% or more of the outstanding shares of Common
Stock and (ii) 10  business  days (or such  later date as may be  determined  by
action  of the  Board  of  Directors)  following  the  commencement  of (or  the
announcement  of an intention  to make) a tender offer or exchange  offer (other
than a Sanctioned  Tender Offer) the  consummation  of which would result in the
beneficial  ownership  by a person  or  group of 30% or more of the  outstanding
shares of Common Stock, the Rights will be evidenced, with respect to any of the
Common Stock  certificates  outstanding  as of the Record  Date,  by such Common
Stock  certificate.  The earlier of the dates  described in clauses (i) and (ii)
above is referred to as the "Distribution  Date." A "Sanctioned Tender Offer" is
a tender or exchange offer for all outstanding shares of Common Stock at a price
and on terms which a majority of the Board of  Directors  determines  to be fair
and in the best  interests of the Company and its  shareholders,  other than the
person making such offer and his affiliates and associates.

         The Rights Agreement  provides that,  until the Distribution  Date, the
Rights will be transferred  with and only with the Common Stock.  As long as the
Rights are attached to the Common  Stock,  the Company will issue one Right with
each share of Common  Stock that  becomes  outstanding  so that all  outstanding
shares  will have  attached  Rights.  Until the  Distribution  Date (or  earlier
redemption or expiration of the Rights),  (i) Common Stock  certificates  issued
after the Record Date upon transfer or new issuance of Common Stock will contain
a  notation  incorporating  the  Rights  Agreement  by  reference  and  (ii) the
surrender  for transfer of any  certificates  evidencing  Common Stock will also
constitute  the  transfer  of  the  Rights  associated  with  the  Common  Stock
represented  by  such  certificate.   As  soon  as  practicable   following  the
Distribution Date, Right Certificates will be mailed to holders of record

                                     - 1 -
<PAGE>

of the Common  Stock as of the close of  business on the  Distribution  Date and
such separate Right Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire at the earliest of (i) February 25, 2000, (ii) upon  consummation of
certain  approved merger or exchange  transactions as described below, and (iii)
upon redemption by the Company as described below.

         In the event  that any  person  becomes  an  Acquiring  Person,  proper
provision  shall be made so that each  holder  of a Right  (except  as  provided
below) will  thereafter  have the right to receive upon  exercise that number of
shares of Common  Stock of the  Company  having a market  value of two times the
exercise price of the Right.

         In the event that, at any time  following the  Distribution  Date,  the
Company is acquired in a merger or other business  combination  transaction,  or
more than 50% of its assets or earning power is sold,  proper provision shall be
made so that each holder of a Right (except as provided  below) will  thereafter
have the right to receive,  upon the exercise at the then current exercise price
of the  Right,  that  number  of  shares of  common  stock of the  acquiring  or
surviving  company  having a market value of two times the exercise price of the
Right.  The Rights will  expire in  connection  with a merger or other  business
combination  transaction following a Sanctioned Tender Offer if shareholders are
offered the same price and form of consideration in the merger or other business
combination transaction as that paid in the Sanctioned Tender Offer.

         Following  the  occurrence  of  any  of  the  events  described  in the
preceding two  paragraphs,  any Rights that are or (under certain  circumstances
specified in the Rights  Agreement)  were,  beneficially  owned by any Acquiring
Person shall immediately become null and void.

         The Purchase Price payable, and the number of Preferred Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment from time to time to prevent dilution.

         No fractional Preferred Shares other than fractions in multiples of one
one-hundredth  of a share will be issued and, in lieu thereof,  an adjustment in
cash will be made based on the market price of the Preferred  Shares on the last
trading date prior to the date of exercise.

         At  any  time  prior  to the  tenth  day  following  the  first  public
announcement of the existence of an Acquiring Person, the Company may redeem the
Rights in whole,  but not in part, at a price of $.01 per Right (the "Redemption
Price"). Subject to certain conditions, the Company's right of redemption may be
reinstated  after  the  expiration  of the  ten-day  redemption  period  if each
Acquiring  Person  reduces  its  beneficial  ownership  to  10% or  less  of the
outstanding  shares of Common Stock in a transaction  or series of  transactions
not involving the Company. Immediately upon the action of the Board of Directors
ordering the  redemption  of the Rights (or at such time and date  thereafter as
the Board of  Directors  may  specify),  the right to  exercise  the Rights will
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.

                                     - 2 -
<PAGE>

         At any time after a person becomes an Acquiring Person and prior to the
Acquisition by such Acquiring Person of 50% or more of the outstanding shares of
Common   Stock,   the  Company  may  exchange  the  Rights  (other  than  Rights
beneficially  owned by such  Acquiring  Person which  became null and void),  in
whole or in part, for Common Stock at the rate of four shares per Right, subject
to adjustment.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The  provisions  of the Rights  Agreement  may be amended in any manner
prior to the Distribution  Date. After the Distribution  Date, the provisions of
the Rights  Agreement may be amended in order to cure any  ambiguity,  defect or
inconsistency,  to make changes which do not  adversely  affect the interests of
holders of Rights  (excluding  the  interest  of any  Acquiring  Person),  or to
shorten  or  lengthen  any time  period  under the Rights  Agreement;  provided,
however,  that no amendment to adjust the time period governing redemption shall
be made at such time as the Rights are not redeemable.

                                     - 3 -