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Published: 2008-03-26

Consulting Agreement - Willamette Industries Inc., and Willam Swindells



                              CONSULTING AGREEMENT


         THIS  AGREEMENT is entered into as of the 1st day of October,  1997, by
and between Willamette Industries,  Inc., an Oregon corporation ('Corporation'),
and William Swindells ('Swindells').

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

         WHEREAS,  the  Corporation  has  previously  entered  into a Consulting
Agreement with Swindells which will expire September 30, 1997; and

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

         WHEREAS, Swindells desires to perform such services;

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

         1. Consulting Services.

              (a) Term of Service. Corporation hereby agrees that it will engage
Swindells,  and  Swindells  agrees  that  he  will  serve,  as a  consultant  to
Corporation for a period (the 'Term') commencing on October 1,  1997, and ending
on  September 30,  1999,  or  earlier  in the  event of death or  disability  of
Swindells.  Swindells  will be deemed  disabled only if, on the basis of medical
evidence  acceptable to the Board of Directors of  Corporation,  Swindells has a
physical or mental condition  resulting from  unavoidable  impairment of mind or
body which can be  expected  to result in death or to be of  long-continued  and
indefinite  duration and which,  in the  discretion of the Board of Directors of
Corporation,  prevents  Swindells  from engaging in any employment or occupation
for remuneration or profit.  Following September 30,  1999, the Term will extend
for three  consecutive  one-year  periods  unless  terminated by  Corporation or
Swindells upon notice given not less than 30 days prior to the  commencement  of
any such  one-year  period;  provided  however that such extended Term shall not
extend  beyond  the death or  disability  of  Swindells,  or the  retirement  of
Swindells from the Board of Directors of Corporation.

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

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resources to allow Swindells to perform effectively the services contemplated by
this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

         9. Miscellaneous.

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

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

              If to Swindells:

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

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

              Attention: Corporate Secretary

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

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

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

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

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

                                /s/ William Swindells
                                William Swindells



                                WILLAMETTE INDUSTRIES, INC.


                                By /s/ Steven R. Rogel
                                   Steven R. Rogel, President

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