Weyerhaeuser Company
33663 Weyerhaeuser Way South
Federal Way, WA 98003
Confidential
May 7, 2001
Willamette Industries, Inc.
1300 Southwest Fifth Avenue
Portland, Oregon 97201
Attention: William Swindells
Chairman
Dear Sirs:
Weyerhaeuser Company ("Weyerhaeuser") and Willamette Industries, Inc.
("Willamette") propose to enter into discussions concerning a possible merger or
other extraordinary business transaction between Weyerhaeuser and Willamette (a
"Transaction"), and, in connection therewith, Weyerhaeuser wishes to conduct an
investigation of the business and properties of Willamette. The sole purpose of
this investigation will be to determine whether to enter into a Transaction. In
furtherance of that objective, Willamette has consented, subject to its right to
withdraw such consent, to make available to Weyerhaeuser information relating to
its business and properties. The information relating to Willamette provided to
Weyerhaeuser, and any other information derived by Weyerhaeuser or its
directors, officers, employees, financial advisors, independent auditors, legal
counsel or other agents or representatives (its "Representatives") from the
foregoing, related to Willamette, are herein referred to as the "Evaluation
Material". In connection with the foregoing:
1. Weyerhaeuser agrees not to use, or allow the use by any of its
Representatives of, any portion of the Evaluation Material for any purpose
other than evaluating a possible Transaction. For purposes of this
Agreement, "affiliate" shall have the meaning given such term in Rule
12b-2 under the Securities Exchange Act of 1934.
2. Weyerhaeuser agrees to keep confidential, and not to disclose or allow
disclosure by any of its Representatives to others of any portion of, the
Evaluation Material, except to its Representatives on a need to know basis
after they have agreed to be bound by the terms of this Agreement.
Weyerhaeuser shall be responsible for any breach of this Agreement by its
Representatives. Nothing in this Agreement shall prevent either party from
disclosing information required to be disclosed by the federal securities
laws or, subject to paragraph 5, any other legal process.
3. Each party agrees that no contract or agreement providing for a
Transaction shall be deemed to exist between us and/or any of our
stockholders unless and until a definitive written agreement providing for
a Transaction (a "Transaction Agreement") has been executed and delivered
by both parties, and each party hereby waives, in advance, any claims
(including, without limitation, claims for breach of contract) in
connection with any possible Transaction unless and until we shall have
entered into a definitive Transaction Agreement. Each party also agrees
that unless and until a definitive Transaction Agreement has been executed
and delivered by both parties, neither party has any legal obligation of
any kind whatsoever with respect to any Transaction by virtue of this
Agreement or any other written or oral expression with respect to such
Transaction except, in the case of this Agreement, for the matters
specifically agreed to herein. For purposes of this paragraph, the term
"definitive Transaction Agreement" does not include an executed letter of
intent or any other preliminary written agreement, nor does it include any
written or oral acceptance of any offer or bid by any party.
4. Each party represents that, as of the date of this Agreement, neither it
nor any of its controlled affiliates, nor anyone acting on its or their
behalf, has acquired record or beneficial ownership of any voting
securities of the other party or of any securities convertible or
exchangeable into or exercisable for voting securities of the other party
except
Mr. William Swindells
May 7, 2001
Page 2
for those Willamette common shares held by Weyerhaeuser as disclosed in
the Schedule TO filed by Weyerhaeuser on November 29, 2000.
5. In the event that Weyerhaeuser or any of its Representatives becomes
legally compelled (by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) to disclose any
of the Evaluation Material, Weyerhaeuser shall provide Willamette with
prompt prior written notice and may disclose that portion of the
Evaluation Material that is legally required and shall exercise reasonable
efforts to obtain assurance that confidential treatment will be accorded
the Evaluation Material.
This Agreement shall terminate in its entirety upon consummation of a
Transaction and shall terminate or be inoperative as to such portions of the
Evaluation Material that (a) become generally available to the public other than
as a result of a disclosure by Weyerhaeuser or its Representatives, (b) were
known to Weyerhaeuser on a nonconfidential basis prior to its disclosure to
Weyerhaeuser pursuant to this Agreement or (c) becomes available to Weyerhaeuser
on a nonconfidential basis from a source that is entitled to disclose the same
on a nonconfidential basis (other than Weyerhaeuser and its Representatives).
No failure or delay by either party regarding any right, power or
privilege hereunder shall operate as a waiver thereof and no single or partial
exercise thereof shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege hereunder.
Either party shall be entitled to equitable relief, including injunction
and specific performance, in the event of any breach of the provisions of this
Agreement, in addition to all other remedies available to such party at law or
equity.
This Agreement shall be governed by the laws of the State of Washington.
Very truly yours,
WEYERHAEUSER COMPANY
By ____________________________________
Chairman, President and Chief Executive Officer
Accepted and agreed to as of
___________________, 2001
WILLAMETTE INDUSTRIES, INC.
By ____________________________________
Chairman of the Board
Confidentiality Agreement - Weyerhaeuser Co. and Willamette Industries Inc.
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