WILLAMETTE INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
TERMS AND PROVISIONS
1. PURPOSE OF PLAN
The purpose of the Willamette Industries, Inc., Deferred
Compensation Plan for Directors (the 'Plan') is to provide those directors of
Willamette Industries, Inc. ('Company'), entitled to compensation by Company for
their services as directors ('Eligible Directors') with a plan in compliance
with applicable federal tax rules whereby one or more Eligible Directors may
elect to defer receipt of such compensation for such period of years, not
exceeding ten years, commencing after the Eligible Director ceases being a
director of Company or retires from his or her principal occupation, as the
Eligible Director may elect.
2. ELECTION TO PARTICIPATE IN THE PLAN
Any Eligible Director may at any time elect to participate in the
Plan with respect to compensation to be earned thereafter as an Eligible
Director by executing and delivering to Company a written election to defer
receipt of all or a specified portion of either or both of his or her annual
fees and meeting fees to be earned for the balance of the calendar year
thereafter and for succeeding years.
3. TERMINATION OF PARTICIPATION IN THE PLAN
Any Eligible Director having previously elected to participate in
the Plan may at any later date elect to terminate his or her participation in
the Plan with respect to compensation as a director to be earned thereafter by
executing and delivering to Company a notice to that effect, in which event the
amount accumulated pursuant to the Plan prior to notice of his or her election
to terminate will continue to be subject to the provisions of the Plan.
4. DIRECTORS ELECTED TO FILL VACANCIES
Any Eligible Director who was elected to fill a vacancy on the Board
of Directors, and who was not an Eligible Director at the end of the last
calendar year, may elect, prior to actual receipt of any fees to which he or she
may be entitled, to participate in the Plan for the balance of the calendar year
after his or her election as well as for succeeding years.
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5. INTEREST ON AMOUNTS DEFERRED UNDER THE PLAN
Interest will be accrued on all amounts deferred under the Plan at a
rate equal to the three months Certificate of Deposit rate for the first working
day of each calendar quarter as quoted by the Wall Street Journal.
A Deferred Fee Account shall be maintained for each participating
Eligible Director, and shall consist of (1) the cumulative amount of deferred
director's fees, less (2) payments made out of such account, plus (3) an amount,
which shall be added to the account as of the last day of each calendar month,
equal to (a) the balance in the account on the first day of that calendar month
after deducting any payment made that day out of the account, times (b)
one-twelfth of the interest rate applicable to the calendar quarter which
includes the calendar month.
6. PAYMENT OF AMOUNTS DEFERRED UNDER THE PLAN
Amounts deferred under the Plan, together with the accumulated
interest as computed above, shall be paid in annual or quarterly installments
over such period of years, not exceeding ten years, as the participating
Eligible Director may elect. The Eligible Director may elect that the
installments commence with the first day of the first calendar month immediately
following the month in which he or she ceases being a director of Company.
Alternatively, the Eligible Director may elect that the installments commence
with the later of (1) the first day of the first calendar month immediately
following the month in which he or she ceases being a director of Company, or
(2) the first day of the calendar year immediately following the year in which
he or she retires from his or her principal occupation. Company may rely upon
the certification of an Eligible Director that such Eligible Director has
retired from his or her principal occupation, but reserves the right, without
obligation to do so, to postpone the commencement of payments of deferred
amounts in such cases upon advice of its tax counsel that such retirement has
not effectively occurred.
7. Election of an Eligible Director to Change Amount of
Compensation and Terms of Payment of Amounts Deferred
UNDER THE PLAN
An Eligible Director may at any time and from time to time by
executing and delivering a new written election to Company elect to increase or
decrease the amount of the compensation to be deferred under the Plan, including
an increase or decrease in either or both of the deferral of the annual fees or
meeting fees, and the terms of payments of such compensation deferred under the
Plan, but only with respect to such compensation to be earned thereafter. All
amounts accumulated pursuant to the Plan prior to such election shall continue
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subject to the terms of any prior election by the Eligible Director in effect
when such amounts were earned. Any election, including an Eligible Director's
initial election to participate in the Plan, continues from year to year until
amended pursuant to this Seciotn 7 or until the Eligible Director terminates his
or her participation in the Plan pursuant to Section 3.
8. DEATH OF AN ELIGIBLE DIRECTOR
Upon the death of an Eligible Director or former Eligible Director,
the balance in full of any amounts deferred under the Plan, together with
accumulated interest, shall be payable to his or her estate on the first day of
the first calendar month immediately following the month in which he or she
9. AMENDMENT OF THE PLAN
The Plan may be amended from time to time by Company, but no such
amendment shall permit amounts accumulated pursuant to the Plan prior to the
amendment to be paid to an Eligible Director prior to the time he or she would
otherwise be entitled thereto.
10. TERMINATION OF THE PLAN
The Plan will continue in effect until terminated by Company, but in
the event of such termination, the amounts accumulated pursuant to the Plan
prior to termination will continue to be subject to the provisions of the Plan
as if the Plan had not been terminated.
11. NO ASSET SEGREGATION
The Deferred Fee Account is maintained for accounting purposes only.
The Plan does not create an escrow account or trust fund or any other form of
asset segregation by Company for the benefit of any participating Eligible
Director. Any assets purchased with deferred amounts shall at all times remain
solely the property of Company, subject to the claims of its general creditors
and available for Company's use for whatever purpose desired. Amounts deferred
may not be anticipated, alienated, sold, transferred, assigned, pledged or
encumbered and are not liable for the debts, contracts, liabilities, engagements
or torts of the Eligible Director or his or her estate.
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