The Retirement Plan for Nonemployee Directors
           (Resolutions adopted August 10, 1989, by Board of Directors
                         of Willamette Industries, Inc.)



            RESOLVED that  effective  September 1, 1989,  the company adopts the
following   Retirement  Plan  for   Nonemployee   Directors  to  supplement  the
compensation paid to such directors:

                                    ARTICLE I

                                 PURPOSE OF PLAN

            The purpose of the Plan is to assist  Willamette in  attracting  and
retaining  qualified  nonemployee  directors by providing  such  directors  with
deferred compensation in addition to their cash retainers and attendance fees.

                                   ARTICLE II

                                ELIGIBLE DIRECTOR

            Any  nonemployee  director  who (i) is on the  Willamette  Board  of
Directors  (the "Board") on or after  September 1, 1989,  and (ii)  completes at
least  five full years of service  after  January  31,  1980,  as a  nonemployee
director shall be eligible to participate in the Plan.

                                   ARTICLE III

                                    BENEFITS

            3.1 AMOUNT OF BENEFIT. Upon retirement from the Board, each Eligible
Director shall receive an annual benefit equal in amount to the annual  retainer
fee being paid at the time of retirement.

            3.2 TIME OF  PAYMENT.  This annual  benefit  shall be payable at the
same time as the annual  retainer  fee is payable to active  directors.  Payment
shall continue  until the Eligible  Director dies or receives the maximum number
of payments, whichever occurs first.

            3.3 MAXIMUM NUMBER OF PAYMENTS. The maximum number of payments shall
equal the number of complete  years of service after January 31, 1980,  that the
Eligible Director has been a nonemployee director.




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            3.4  DEATH.  No further benefits shall be paid to
anyone after the Eligible Director's death.

                                   ARTICLE IV

                                  NONASSIGNMENT

            An  Eligible  Director's  benefits  under the Plan  shall not be
subject to the claims of creditors or others, nor to legal process,  and may not
be voluntarily or involuntarily pledged, or encumbered.  Any act in violation of
this article shall be void.

                                   ARTICLE V

                                    FUNDING

            The Plan shall be unfunded.  Benefits shall be payable only from the
general assets of Willamette.  Neither Eligible  Directors nor their heirs shall
have any  interest in any asset of  Willamette,  and the status of their  claims
shall be that of a general creditor of Willamette.  The Plan does not create any
escrow account, trust fund, or any other form of asset segregation.

                                  ARTICLE VI

                          NO RIGHT TO REMAIN DIRECTOR

            The Plan  shall  not be  deemed  to give any  individual  a right to
remain a director of  Willamette  or create any  obligations  on the part of the
Board to nominate any director for reelection by the stockholders of Willamette.

                                  ARTICLE VII

                                 GOVERNING LAW

            This Plan shall be governed by the laws of the State of Oregon.

                                 ARTICLE VIII

                           AMENDMENT AND TERMINATION

            The Board may,  at any time and for any reason,  amend or  terminate
the Plan. In the event of  termination,  benefits not yet payable under the Plan
shall be forfeited.





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