Re: Scotia Pacific Company LLC (the "Company") 6.55% Series B Class A-1 Timber Collateralized Notes due 2028, 7.11% Series B Class A-2 Timber Collateralized Notes due 2028 and 7.71% Series B Class A-3 Timber Collateralized Notes due 2028 (collectively, the "Timber Notes")

Exhibit 10.2

Bingham McCutchen

One State Street

Hartford, CT 06103-3178

860-240-2700

860-240-2800 Fax

bingham.com

Anthony J. Smits

anthony.smits@bingham.com

March 24, 2005

Via Email

Scotia Pacific Company LLC

125 Main Street, 2nd Floor

Scotia, CA 95565

Attention: Robert E. Manne, President & CEO

6.55% Series B Class A-1 Timber Collateralized Notes due 2028, 7.11% Series B Class A-2 Timber Collateralized Notes due 2028 and 7.71% Series B Class A-3 Timber Collateralized Notes due 2028 (collectively, the "Timber Notes")

Dear Sir:

Bingham McCutchen LLP (" Bingham McCutchen " or " we ", or " us ") has been requested by an informal committee (as constituted from time to time, the " Committee ") of certain unaffiliated investors who hold Timber Notes to represent the Committee in connection with a possible financial restructuring of the Company. As of the date hereof, members of the Committee have represented to us in good faith the dollar amount of their individual holdings, which we are not authorized to disclose on an individual basis. However, we are authorized to disclose the aggregate holdings of the members of the Committee. Based on the representations we have received, the Committee members hold, in the aggregate, approximately 50% of the outstanding principal amount of the Timber Notes not held by the Company. The individual members of the Committee as of the date hereof (but not their holdings) are set forth on Schedule A hereto. Bingham McCutchen agrees to promptly advise the Company, as soon as Bingham McCutchen becomes aware, of any change (i) in the aggregate holdings of the members of the Committee, or (ii) in the members of the Committee.

The purpose of this letter (the " Fee Agreement ") is: (i) to set forth the scope of the engagement of Bingham McCutchen; (ii) to set forth the financial arrangements between us and the Company governing our engagement, and

(iii) to confirm the Company's acknowledgment of such financial arrangements. The specific financial arrangements are as follows:

1.                   Scope of Engagement . Bingham McCutchen has been retained by the Committee to act as counsel to the Committee in connection with the Company's present financial situation and restructuring efforts (the " Engagement "). We understand that, in accordance, with the terms hereof, the Company agrees to pay Bingham McCutchen's reasonable fees, costs, and disbursements incurred in rendering services in connection with the Engagement. The Company expressly agrees and acknowledges that the Committee shall be the exclusive client of Bingham McCutchen in connection with the Engagement, and nothing herein shall be deemed to constitute a waiver of any and all applicable privileges and rights of confidentiality as between Bingham McCutchen and the Committee. This Fee Agreement is subject to the Company's and Bingham McCutchen's continuing compliance with all of the terms of this Engagement.

2.                   Fees . Our billing practice is to charge for our services based primarily on the amount of time devoted to a matter at the then-prevailing hourly rates for the particular professionals involved. The current hourly billing rates for attorneys and paralegals of Bingham McCutchen who may work on this matter are as follows:

It is presently anticipated that Evan D. Flaschen, a partner of Bingham McCutchen whose current hourly billing rate is $775, will lead this assignment, together with assistance from partners Peter H. Carson whose current hourly billing rate is $605, Edward L. Strohbehn, Jr., whose current hourly billing rate is $525, and Anthony J. Smits whose current hourly billing rate is $600, together with other attorneys and paralegals as appropriate.

Please note that hourly billing rates are reviewed and adjusted periodically by Bingham McCutchen and new rates will be implemented immediately after they are adopted and would apply to services rendered on and after the effective date of the new rates.

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