Severance Agreement With Key Management Group - Willamette Industries Inc.




Dear _________________:

            Willamette Industries,  Inc. (which, together with its Subsidiaries,
is referred to as the 'Company'),  considers the stability of its key management
group to be essential to the best interests of the Company and its shareholders.
The  Company   recognizes   that,  as  is  the  case  with  many  publicly  held
corporations,  the  possibility  of a change in  control  may arise and that the
attendant  uncertainty  may  result  in  the  departure  or  distraction  of key
management personnel to the detriment of the Company and its shareholders.

            Accordingly, the Board of Directors of the Company (the 'Board') has
determined that  appropriate  steps should be taken to encourage  members of the
Company's  key  management  group to continue as employees  notwithstanding  the
future possibility of a change in control of the Company.

            The  Board  also  believes  it  important  that,  in the  event of a
proposal  for  transfer  of  control of the  Company,  you be able to assess the
proposal and advise the Board without being  influenced by the  uncertainties of
your own situation.

            In order to induce you to remain in the employ of the Company,  this
Agreement,  which has been  approved  by the  Board,  sets  forth the  severance
compensation  which the Company agrees will be provided to you in the event your
employment  with the Company is  terminated  subsequent  to the  occurrence of a
'change  in  control'  of the  Company as  defined  and under the  circumstances
described below.













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            1.  AGREEMENT TO PROVIDE SERVICES; RIGHT TO TERMINATE.

            (a)  TERMINATION  OF  EMPLOYMENT.  Except as  otherwise  provided in
paragraph (b) below, or in any written employment  agreement between you and the
Company, you are an 'at will' employee and the Company or you may terminate your
employment  or this  Agreement  at any time.  If, and only if,  your  employment
terminates  after a change in  control  of the  Company  occurs  (as  defined in
Section 6), the provisions of this Agreement  regarding the payment of severance
compensation and benefits shall apply. In all other events,  this Agreement does
not provide any additional severance compensation or benefits to you.

            (b) TERMINATION  SUBSEQUENT TO CERTAIN OFFERS. In the event a tender
offer or  exchange  offer is made by a Person (as defined in Section 6) for more
than 30  percent  of the  combined  voting  power of the  Company's  outstanding
securities  ordinarily  having  the  right  to vote at  elections  of  directors
('Voting Securities'),  including shares of common stock, $.50 par value, of the
Company (the 'Company Shares'),  you agree that you will not leave the employ of
the  Company  (other than as a result of  Disability  as such term is defined in
Section 6) and will render  services to the Company in the capacity in which you
then serve  until such  tender  offer or exchange  offer has been  abandoned  or
terminated  or a change in control of the  Company  has  occurred as a result of
such tender offer or exchange  offer.  If the offer  described in the  preceding
sentence is not recommended by the Board to the shareholders when initially made
or within  ten days  thereafter,  the  Company  agrees  that  during  the period
described in the preceding sentence it shall not terminate this Agreement unless
it shall also terminate your employment. If, during the period you are obligated
to continue in the employ of the Company  pursuant  to this  Section  1(b),  the
Company  reduces your  compensation,  your  obligations  under this Section 1(b)
shall thereupon terminate.

            (c)  OBLIGATIONS  AFTER  CHANGE IN  CONTROL.  While  employed by the
Company (or its successor) after a change of control occurs, you agree to devote
reasonable  attention and time to the business and affairs of the Company and to
use your reasonable best efforts to perform your responsibilities faithfully and
efficiently, consistent with your past practice as an employee of the Company.

            2. TERM OF  AGREEMENT.  This  Agreement  shall  commence on the date
hereof and shall  continue in effect  until April 16, 1994;  PROVIDED,  HOWEVER,
that commencing on __________________,  and each ______________  thereafter, the
term of this Agreement












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shall  automatically be extended for one additional year unless at least 90 days
prior to such April 16, the  Company  or you shall have given  notice  that this
Agreement  shall not be extended;  and  provided,  however,  that if a change in
control of the  Company  shall  occur while this  Agreement  is in effect,  this
Agreement shall automatically be extended for 36 months from the date the change
in control occurs.  Notwithstanding the preceding sentence, this Agreement shall
not extend beyond your normal  retirement  date under the  Company's  retirement
plan.  This  Agreement  shall  terminate  if you or the Company  terminate  your
employment  prior to the date a change in  control  of the  Company  occurs  but
without  prejudice  to any  remedy  the  Company  may  have for  breach  of your
obligations, if any, under Section 1(b).

            3. SEVERANCE  PAYMENT AND BENEFITS IF TERMINATION  OCCURS  FOLLOWING
CHANGE IN CONTROL FOR DISABILITY, WITHOUT CAUSE, OR WITH GOOD REASON. If, within
36  months  from  the date a change  in  control  of the  Company  occurs,  your
employment  with the Company is  terminated  (i) by the Company for  Disability,
(ii) by the Company  without  Cause,  or (iii) by you with Good Reason  (each as
defined in Section 6), you shall be  entitled  to a severance  payment and other
benefits as follows:

            (a)  DISABILITY.  If your  employment with the Company is terminated
for Disability,  your benefits shall thereafter be determined in accordance with
the Company's  long-term  disability  income plan.  If the  Company's  long-term
disability income plan is modified or terminated  following a change in control,
the  Company  shall  substitute  such a plan  with  benefits  applicable  to you
substantially similar to those provided by the plan prior to its modification or
termination. During any period that you fail to perform your duties hereunder as
a result of incapacity due to physical or mental illness,  you shall nonetheless
continue  to  receive  your full base  salary and  benefits  at the rate then in
effect until your employment is terminated by the Company for Disability and you
begin to receive benefits under the Company's disability income plan.

            (b)  TERMINATION   WITHOUT  CAUSE  OR  WITH  GOOD  REASON.  If  your
employment  with the Company is terminated  without Cause by the Company or with
Good  Reason  by you,  then the  Company  shall  pay to you,  upon  demand,  the
following amounts:

            (i)  Your  full  base  salary  and  benefits  through  the  Date  of
      Termination  at the  rate in  effect  on the date the  change  in  control
      occurs.

            (ii)  As severance pay, subject in all cases to












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      reduction as provided in Section  3(c),  an amount equal to the product of
      (x) the sum of your annual base salary,  at the rate in effect on the date
      the change in control  occurs,  plus the  average  annual  cash  incentive
      compensation  (if any) paid to you or accrued for your  benefit in respect
      of the two fiscal  years  prior to the fiscal  year in which the change in
      control occurs, multiplied by (y) the number 2.99.

            (iii) In addition,  subject in all cases to reduction as provided in
      Section 3(c),  the Company shall maintain in full force and effect for one
      year after the Date of Termination,  all noncash  employee  benefit plans,
      programs,  or arrangements  (including,  without  limitation,  pension and
      retirement plans and arrangements,  life insurance and health and accident
      plans,  medical insurance plans,  disability plans, and vacation plans) in
      which you were entitled to  participate  immediately  prior to the Date of
      Termination  provided that your continued  participation is possible under
      the general terms of such plans, programs, and arrangements, but excluding
      stock  option  plans and other plans in which the benefits are measured by
      the  value of the  Company's  stock.  If your  participation  in any plan,
      program, or arrangement which the Company has agreed to continue is barred
      or not  possible,  the Company  shall arrange to provide you with benefits
      substantially  similar to those which you are  entitled  to receive  under
      such plans, programs, and arrangements. However, if you become eligible to
      participate in a benefit plan, program, or arrangement of another employer
      which confers  substantial  similar  noncash  benefits upon you, you shall
      cease to receive noncash benefits under this subsection in respect of such
      plan, program, or arrangement.

            (c)  CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

            (i) Anything in this Agreement to the contrary  notwithstanding,  in
      the event it shall be determined  that any payment or  distribution by the
      Company to or for your  benefit  (whether  pursuant to this  Agreement  or
      otherwise) (a 'Payment') would be nondeductible by the Company for Federal
      income tax purposes  because of Section 280G of the Internal  Revenue Code
      of 1986, as amended, or the regulations  thereunder (the 'Code'), then the
      aggregate present value of amounts payable or distributable to or for your
      benefit  pursuant to this Agreement  (such payments or  distributions  the
      'Agreement  Payments')  shall be reduced to an amount which  maximizes the
      aggregate   Agreement   Payments   without   causing  any  Payment  to  be
      nondeductible by the Company












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      because of Section 280G of the Code.

            (ii) All determinations  required to be made under this Section 3(c)
      shall be made by the  Company's  usual outside  auditors (the  'Accounting
      Firm') which shall provide detailed  supporting  calculations  both to the
      Company and you within 15 business days of the Date of Termination. Absent
      manifest error, the  determination by the Accounting Firm shall be binding
      upon the Company and on you. The Company shall reasonably  determine which
      and how much of the  Agreement  Payments  shall be  eliminated  or reduced
      consistent with the requirements of this Section 3(c) and shall notify you
      promptly of its determination.

            (iii) As a result of the  uncertainty in the  application of Section
      280G  of  the  Code  at  the  time  of the  initial  determination  by the
      Accounting  Firm  hereunder,  it is possible that Agreement  Payments will
      have  been  made by the  Company  which  should  not  have  been  made (an
      'Overpayment') or that additional  Agreement  Payments which will not have
      been made by the Company could have been made (an 'Underpayment'), in each
      case, consistent with the calculations  required to be made hereunder.  In
      the event a related deficiency is asserted by the Internal Revenue Service
      against the Company or you which the Accounting  Firm concludes has a high
      probability of resolution in favor of the government,  then an Overpayment
      has been made. Any such Overpayment shall be treated for all purposes as a
      loan AB  INITIO  to you from the  Company  which  you  shall  repay to the
      Company  without  interest prior to written notice from the Company to you
      that  repayment is due (and at a rate of 8 percent per annum  thereafter);
      provided, however, that no such loan shall be deemed to have been made and
      no amount  shall be payable by you  unless and to the extent  such  deemed
      loan and payment  would  reduce  your  obligation  for excise  taxes under
      Section 4999 of the Code or generate a refund of such taxes.  In the event
      the Accounting Firm, based upon controlling precedent or other substantial
      authority,   determines  that  an  Underpayment  has  occurred,  any  such
      Underpayment  shall be promptly paid by the Company to or for your benefit
      together with interest at the rate of 8 percent per annum.

            4.  PAYMENT  IF  TERMINATION  OCCURS  FOLLOWING  CHANGE IN  CONTROL,
BECAUSE OF DEATH,  FOR CAUSE,  OR WITHOUT GOOD  REASON.  If your  employment  is
terminated  after a change in  control  of the  Company  occurs  because of your
death,  or by the Company for Cause,  or by you other than for Good Reason,  the
Company shall












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pay you your full base salary and benefits  through the Date of  Termination  at
the rate in effect on the date the change in control  occurs.  The Company shall
have no further obligations to you under this Agreement.

            5. NO MITIGATION;  NO SETOFF.  You shall not be required to mitigate
the amount of any  payment  provided  for in this  Agreement  by  seeking  other
employment or otherwise,  nor,  except as expressly set forth herein,  shall the
amount  of any  payment  provided  for  in  this  Agreement  be  reduced  by any
compensation earned by you as the result of employment by another employer after
the Date of  Termination,  or otherwise.  The  Company's  obligation to make the
payments  to you  provided  for in this  Agreement  shall not be affected by any
setoff,  counterclaim,  recoupment,  or other defense or claim which the Company
may have against you, except as provided in Section 3(c) and Section 6(d).

            6. DEFINITIONS OF CERTAIN TERMS. For the purposes of this Agreement,
the terms  defined  below and used in this  Agreement  shall have the  following
meanings:

            (a) ACQUIRING  PERSON.  'Acquiring  Person' shall mean any Person or
related  Persons that would  constitute a 'group' for purposes of Section  13(d)
and Rule  13d-5 (as in  effect  on the date  hereof)  under  the  Exchange  Act;
provided,  however,  that the term  Acquiring  Person  shall not include (i) the
Company,  any  Subsidiary  or any  employee  benefit  plan of the Company or any
Subsidiary,  (ii) an entity  holding  voting capital stock of the Company for or
pursuant to the terms of any such plan, (iii) any Person or group solely because
such  Person or group has  voting  power with  respect  to capital  stock of the
Company  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) or (iv) 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 (1) provides for unified  action by Persons
who,  or whose  families,  have  historically  held  substantial  amounts of the
Company Shares in the event of a threatened  change of control and (2) which has
as parties at least ten  shareholders  of the  Company  who were  parties to the
Former  Stand-Together  Agreement,  but only while such  Person  remains a party
thereto.

            (b) CAUSE. Termination of your employment by the Company for 'Cause'
shall mean termination because, and only because, you committed an act of fraud,
embezzlement, or theft












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constituting  a felony,  or an act  intentionally  against  the  interest of the
Company which causes the Company material injury, or you have repeatedly failed,
after written  notice,  to perform your  responsibilities  under this Agreement.
Notwithstanding  the foregoing,  you shall not be deemed to have been terminated
for Cause  unless and until there shall have been  delivered  to you 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 you and an  opportunity  for you,
together with your counsel,  to be heard before the Board),  finding that in the
good faith opinion of the Board you were guilty of conduct constituting Cause as
defined above and specifying the particulars thereof in detail.

            (c) CHANGE IN CONTROL.  A 'change in  control' of the Company  shall
mean:

            (i) A change in control of a nature  that  would be  required  to be
      reported in response to Item 6(e) of Schedule 14A of Regulation 14A (as in
      effect on the date thereof) under the Exchange Act; provided that, without
      limitation,  such a change in control  shall be deemed to have occurred at
      such time as any  Acquiring  Person (as  defined  in Section 6)  hereafter
      becomes the  'beneficial  owner' as defined in Rule 13d-3 (as in effect on
      the date thereof) under the Exchange Act,  directly or  indirectly,  of 20
      percent  or more of the  combined  voting  power of the  Company's  Voting
      Securities; or

            (ii) During any period of two consecutive years,  individuals who at
      the beginning of such period  constitute the Board cease for any reason to
      constitute  at  least a  majority  thereof  unless  the  election,  or the
      nomination  for  election  by the  Company's  shareholders,  of  each  new
      director was approved by a vote of at least  two-thirds  of the  directors
      then still in office who were directors at the beginning of the period; or

            (iii) There shall be consummated (x) any  consolidation or merger of
      the  Company  in which the  Company  is not the  continuing  or  surviving
      corporation or pursuant to which Voting Securities would be converted into
      cash, securities, or other property, other than a merger of the Company in
      which the holders of Voting Securities immediately prior to the merger own
      more than 66-___ percent of the combined  voting power of the  outstanding
      securities  ordinarily  having the right to vote at elections of directors
      of the surviving












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      corporation  immediately  after  the  merger,  or  (y)  any  sale,  lease,
      exchange,  or other  transfer (in one  transaction  or a series of related
      transactions) of all, or substantially  all, of the assets of the Company;
      or

            (iv)  Approval  by the  shareholders  of the  Company of any plan or
      proposal for the liquidation or dissolution of the Company.

A change of control  'occurs'  on the date the change of control  first  occurs;
PROVIDED,  HOWEVER,  that if (A) your  employment  is  terminated by the Company
after an offer  described in the first  sentence of Section 1(b) is made,  which
offer is not  recommended  favorably by the Board to the Company's  shareholders
when  initially  made or within ten days  thereafter,  and (B) it is  reasonably
demonstrated  that your  termination  was at the request of a third party who is
seeking to effect a change of control or  otherwise  occurred  as a result of an
anticipated change of control, and (C) a change of control in fact occurs within
60 days after your  termination,  then for purposes of determining your right to
any severance  compensation and benefits under this Agreement,  your termination
shall be deemed to have occurred after a change of control.

            (d) DATE OF  TERMINATION.  'Date of  Termination'  shall mean (i) if
your  employment  is  terminated  by the Company for  Disability,  30 days after
Notice of Termination is given (provided that you shall not have returned to the
performance of your duties on a full-time basis during such 30-day period),  and
(ii) if your  employment is terminated for any Good Reason,  the date on which a
Notice of Termination is given; provided that if within 30 days after any Notice
of Termination is given the party  receiving the Notice of Termination  notifies
the  other  party  that  a  dispute  exists  concerning  the  termination,  your
employment shall  nonetheless be terminated but you shall continue to receive an
amount  equal to your base salary and your  noncash  benefits  until the date on
which the dispute is finally  determined,  either by mutual written agreement of
the parties or by a final  judgment,  order,  or decree of a court of  competent
jurisdiction  (the time for appeal therefrom having expired and no appeal having
been perfected).

            If the dispute is resolved  substantially  in favor of the Company's
position,  you shall  repay  the  amount  paid to you equal to your base  salary
(without  interest) and the Company may set your obligation to repay off against
any  amounts  owing  to you or to be paid  on your  behalf.  If the  dispute  is
resolved without either party prevailing or if you shall prevail, you shall have












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no obligation to repay such amounts.

            (e)  DISABILITY.  Termination of your  employment by the Company for
'Disability'  shall mean  termination  because of your  absence from your duties
with the Company on a full-time  basis for 180  consecutive  days as a result of
your  incapacity due to physical or mental illness and your failure to return to
the  performance  of your duties on a full-time  basis during the 30-day  period
after Notice of Termination is given.

            (f)  EXCHANGE  ACT.  'Exchange  Act' shall mean the  Securities  and
Exchange Act of 1934, as amended, as in effect on the date of this Agreement.

            (g) GOOD REASON.  Termination  by you of your  employment  for 'Good
Reason' shall mean termination based on any of the following:

            (i) A change in your status or position(s) with the Company,  which,
      in your  reasonable  judgment,  does not  represent a promotion  from your
      status or  position(s)  as in effect  immediately  prior to the  change in
      control,  or a change in your duties or  responsibilities  which,  in your
      reasonable judgment,  is inconsistent with such status or position(s),  or
      any removal of you from,  or any failure to  reappoint  or reelect you to,
      such  position(s),  except  in  connection  with the  termination  of your
      employment  for Cause or Disability or as a result of your death or by you
      other than for Good Reason.

            (ii) A  reduction  by the  Company in your base  salary as in effect
      immediately prior to the change in control.

            (iii) The  failure by the  Company to continue in effect any Plan in
      which you are  participating  at the time of the  change in control of the
      Company  (or  Plans  providing  you  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 which would adversely  affect your continued  participation in any
      of such  Plans on at least as  favorable  a basis to you as is the case on
      the date of the change in control or which  would  materially  reduce your
      benefits  in the  future  under any of such  Plans or  deprive  you of any
      material benefit enjoyed by you at the time of the change in control.













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            (iv) The  failure by the  Company to provide and credit you with the
      number of paid  vacation days to which you are then entitled in accordance
      with the Company's normal vacation policy as in effect  immediately  prior
      to the change in control.

            (v) The  Company's  requiring  you to be based  anywhere  other than
      where your  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 you
      understood on behalf of the Company prior to the change in control.

            (vi) The  failure by the Company to obtain  from any  successor  the
      assent to this Agreement contemplated by Section 8 hereof.

            (vii) Any purported  termination  by the Company of your  employment
      which is not effected  pursuant to a Notice of Termination  satisfying the
      requirements  of this Agreement;  and for purposes of this  Agreement,  no
      such purported termination shall be effective.

            (viii) Any refusal by the Company to continue to allow you to attend
      to matters or engage in activities not directly related to the business of
      the Company which,  prior to the change in control,  you were permitted by
      the Board to attend to or engage in.

            (h)  NOTICE  OF  TERMINATION.  A  'Notice  of  Termination'  of your
employment  given by  Company  shall mean a written  notice  given to you of the
termination of your  employment  which shall  indicate the specific  termination
provision  in this  Agreement  relied  upon,  and shall set forth in  reasonable
detail the facts and circumstances claimed to provide a basis for termination of
your employment under the provision so indicated.

            (i)  PERSON.   'Person'  shall  mean  and  include  any  individual,
corporation,  partnership, trust, group, association, or other 'person,' as such
term is used in Section 14(d) of the Exchange Act.

            (j) PLAN.  'Plan'  shall  mean any  compensation  plan,  program  or
arrangement  such as an incentive plan or an employee  benefit plan,  program or
arrangement such as a thrift plan, pension or retirement plan, life insurance or
health and accident plan, medical insurance plan, disability plan, vacation plan
or any other plan, program or arrangement of the Company intended to












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benefit employees,  but excluding any stock option plans or other plans in which
the benefits are measured by the value of the Company's stock.

            (k) SUBSIDIARY.  'Subsidiary'  shall mean a corporation more than 50
percent  of the  outstanding  voting  stock  of  which  is  owned,  directly  or
indirectly,  by the  Company  or 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.

            7. NOTICE. For the purposes of this Agreement,  notice and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified or registered mail, return receipt requested,  postage prepaid,  if to
the Company,  addressed to it at 3800 First  Interstate  Tower,  1300 S.W. Fifth
Avenue,  Portland,  Oregon 97201, Attention:  Chief Executive Officer, and if to
you,  addressed to you at the address set forth below your signature  hereto, or
to such other address as either party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

            8.  SUCCESSORS; BINDING AGREEMENT.

            (a)  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  inure to the
benefit of, and be binding upon, any corporate or other successor or assignee of
the  Company  which  shall   acquire,   directly  or   indirectly,   by  merger,
consolidation  or  purchase,  or  otherwise,  all  or  substantially  all of the
business or assets of the Company. The Company shall require any such successor,
by an agreement in form and substance reasonably  satisfactory to you, expressly
to assume and agree to perform this Agreement in the same manner and to the same
extent as the Company  would be required  to perform if no such  succession  had
taken place.

            (b)  PERSONAL  REPRESENTATIVES.  This  Agreement  shall inure to the
benefit of and be enforceable by your personal or legal representatives, and any
amounts payable to you in accordance with the terms of this Agreement after your
death shall be paid to your estate.

            9.  TIME  OF  PAYMENT;  ESTIMATED  PAYMENT.  The  severance  payment
provided for herein, shall be made not later than the












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fifteenth  business day following the Date of  Termination;  provided,  however,
that if the amounts of such payments  cannot be finally  determined on or before
such day, the Company shall pay to you on such day an estimate, as determined in
good faith by the Company, of the minimum amount of such payments, and shall pay
the remainder of such payments  (together with interest at the rate of 8 percent
per annum) as soon as the amount  thereof can be  determined.  In the event that
the amount of the estimated payments exceeds the amount subsequently  determined
to have been due,  such excess  shall  constitute  a loan by the Company to you,
payable on the fifth day after demand by the Company  (together with interest at
the rate of 8 percent per annum).

            10.  MISCELLANEOUS.  No provision of this Agreement may be modified,
waived, or discharged unless such  modification,  waiver, or discharge is agreed
to in a writing  signed by you and the Chief  Executive  Officer or President of
the  Company.  No waiver by either party hereto at any time of any breach by the
other party hereto of, or of compliance with, any condition or provision of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions or conditions at the same, or at any prior or
subsequent,  time. No agreements or representations,  oral or otherwise, express
or implied,  with respect to the subject  matter hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation,  construction,  and  performance  of  this  Agreement  shall  be
governed by the laws of the state of Oregon.  All  obligations of the Company to
make  payments  or to  provide  benefits  shall  be  subject  to all  applicable
withholding and reporting requirements.  Any amounts not paid when due hereunder
shall bear interest at the rate of 8 percent per annum.

            11. LEGAL FEES AND EXPENSES.  The Company shall pay or reimburse any
reasonable  legal fees and expenses you may incur in  connection  with any legal
action to  enforce  your  rights  under,  or to defend  the  validity  of,  this
Agreement.  The Company will pay or reimburse  such legal fees and expenses on a
regular,  periodic basis upon  presentation  by you of a statement or statements
prepared by your counsel in accordance with its usual practices.

            12. VALIDITY. The invalidity or unenforceability of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

            13. PAYMENTS DURING CONTROVERSY. Notwithstanding the pendency of any
dispute or controversy, the Company will continue











to pay you your full  compensation  in effect when the notice giving rise to the
dispute was given  (including,  but not limited to, base salary and installments
of incentive  compensation)  and continue you as a  participant  in all Plans in
which you were  participating  when the  notice  given rise to the  dispute  was
given,  until the dispute is finally  resolved in accordance  with Section 6(d).
Amounts paid under this  Section are in addition to all other  amounts due under
this  Agreement and shall not be offset  against or reduce any other amounts due
under this Agreement. You shall be entitled to seek specific performance of your
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.

            If you accept and agree to the terms of this Agreement,  kindly sign
and return to the  Company the  enclosed  copy of this  letter,  which will then
constitute our agreement on this subject.

                                    Sincerely,

                                    WILLAMETTE INDUSTRIES, INC.



                                    By


Agreed to this _____ day of ______________, 199__.




Address: