Exhibit 1
Amendment No. 1 to Rights Agreement
This Amendment No. 1 to Rights Agreement ("Amendment") dated as of
December 3, 1996, by Willamette Industries, Inc., an Oregon corporation (the
"Company");
WHEREAS the Company is a party to that certain Rights Agreement
dated as of February 26, 1990, between the Company and First Interstate Bank
of Oregon, N.A., as Rights Agent (the "Rights Agreement"); and
WHEREAS, the Company wishes to amend the Rights Agreement to permit
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon") to serve as Rights
Agent under the Rights Agreement, and to appoint ChaseMellon as Rights Agent;
NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, the
Company amends the Rights Agreement as follows:
1. The fifth sentence of Section 21 is hereby amended in its
entirety to read as follows:
"Any successor Rights Agent, whether appointed by the Company or by
such a court, shall either be ChaseMellon Shareholder Services,
L.L.C., or a corporation organized and doing business under the laws
of the United States or the state of Oregon (or of any other state
of the United States so long as such corporation is authorized to do
business as a banking institution in the state of Oregon), in good
standing, having a principal office in the state of Oregon, which is
authorized under such laws to exercise corporate trust or stock
transfer powers and which has at the time of its appointment as
Rights Agent a combined capital and surplus of at least
$50 million."
2. ChaseMellon is appointed as Rights Agent and all references
in the Rights Agreement to the Rights Agent shall mean ChaseMellon.
In Witness Whereof, this Amendment has been duly executed as of the
date first written above.
WILLAMETTE INDUSTRIES, INC.
By /s/X. X. Xxxxxxx
X. X. Xxxxxxx
Executive Vice President and Chief Financial
Officer, Secretary and Treasurer
ChaseMellon Shareholder Services, L.L.C., hereby accepts
appointment as Rights Agent under the Rights Agreement dated as of
February 26, 1990, between Willamette Industries, Inc., and First Interstate
Bank of Oregon, N.A., as Rights Agent, and assumes all of the duties and
obligations of the Rights Agent under such Rights Agreement.
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By /s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Assistant Vice President
