UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF OREGON

In re

[ Debtor. ]{.underline}

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Case No.

CHAPTER 11A PLAN

(\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 200\_\_)

[ ]{.underline} proposes the following plan. The effective date of the
plan shall be the first business day following the 10th day (computed in
accordance with Federal Rule of Bankruptcy Procedure 9006) after the
order confirming the plan has been entered so long as no stay thereof is
then in effect.

1 . TREATMENT OF UNCLASSIFIED CLAIMS

1.1 [Administrative Claims]{.underline}. Each holder of an allowed claim
entitled to administrative expense priority under 11 USC § 507 (a)(1) or
(2) shall receive cash in the full amount of such claim on the later of
(a) the effective date of the plan, (b) the date on which the claim is
due and payable in accordance with the terms of payment of such claim,
(c) at such times and in such amount as the holder of such claim shall
agree in writing or (d) the date that any such claim requiring court
approval is allowed so long as no stay of such order is then in effect.

1.2 [Priority Tax Claims]{.underline}. Each governmental unit holding an
allowed unsecured claim entitled to priority under 11 USC § 507(a)(7)
shall receive on the effective date of the plan either cash in the full
amount of such claim or a note for such amount conforming substantially
to the attached Exhibit 1. These notes shall contain the following
payment terms (but each such claim shall be payable before the earlier
of the sixth anniversary of (i) the assessment of such claim or (ii) the
effective date of the plan):

+---------------------------------------+---+---+---+---+---+
| +-----------------------------------+ |   |   |   |   |   |
| | +-------------------------------+ | |   |   |   |   |   |
| | | +---------------------------+ | | |   |   |   |   |   |
| | | | +-------------------+     | | | |   |   |   |   |   |
| | | | | +--------------+  |     | | | |   |   |   |   |   |
| | | | | | **CREDITOR** |  |     | | | |   |   |   |   |   |
| | | | | +--------------+  |     | | | |   |   |   |   |   |
| | | | |                   |     | | | |   |   |   |   |   |
| | | | | **INTEREST RATE** |     | | | |   |   |   |   |   |
| | | | +-------------------+     | | | |   |   |   |   |   |
| | | |                           | | | |   |   |   |   |   |
| | | | **FREQUENCY OF PAYMENTS** | | | |   |   |   |   |   |
| | | +---------------------------+ | | |   |   |   |   |   |
| | |                               | | |   |   |   |   |   |
| | | **AMOUNT OF INSTALLMENTS**    | | |   |   |   |   |   |
| | +-------------------------------+ | |   |   |   |   |   |
| |                                   | |   |   |   |   |   |
| | **FIRST PAYMENT DATE**            | |   |   |   |   |   |
| +-----------------------------------+ |   |   |   |   |   |
|                                       |   |   |   |   |   |
| **MATURITY DATE**                     |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+
|                                       |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+
|                                       |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+
|                                       |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+
|                                       |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+
|                                       |   |   |   |   |   |
+---------------------------------------+---+---+---+---+---+

2 . TREATMENT OF UNIMPAIRED CLASSIFIED CLAIMS

2.1 The claims of the following creditors are not impaired; the holders
thereof shall be treated in one of the following ways:

+---------------------------------------+
| +-----------------------------------+ |
| | +--------------+                  | |
| | | **CREDITOR** |                  | |
| | +--------------+                  | |
| |                                   | |
| | **UNALTERED RIGHTS \[§1124(1)\]** | |
| +-----------------------------------+ |
|                                       |
| **CURE AND REINSTATE \[§1124(2)\]**   |
+---------------------------------------+

**CASH OUT**

  ------------------ -- -- --
  **\[§1124(3)\]**         
                           
                           
  ------------------ -- -- --

2.2 Allowed unsecured claims entitled to priority under 11 USC
§507(a)(3), (4), (5) or (6) shall receive cash in the full amount of
such claims on the effective date of the plan.

3 . TREATMENT OF IMPAIRED CLASSIFIED CLAIMS

All claims (except those treated under paragraphs 1 and 2) are placed in
the following classes. A claim is classified in a particular class only
to the extent that it qualifies within the description of that class and
is classified in a different class to the extent it qualifies within the
description of that different class.

3.1 [Secured Claims]{.underline}. Class 1 consists of all allowed
secured claims. Each such claim shall be deemed placed in a separate
subclass for voting purposes. Except as specifically provided below, all
terms and conditions set forth in the agreements and instruments under
which the allowed secured claims arose shall be and remain in full force
and effect according to their terms and the holders thereof shall retain
their liens on the property securing such claims with the same
priorities such liens had when the petition commencing this case was
filed.

3.1.1 The holders of the following secured claims shall, within thirty
(30) days after the effective date of the plan, each receive a note
conforming substantially to the attached Exhibit 1 in a principal amount
equal to the allowed amount of such holder\'s secured claim calculated
as of the effective date of the plan. These notes shall contain the
following payment terms:

+-------------------------------------------+---+---+---+---+---+---+---+
| +---------------------------------------+ |   |   |   |   |   |   |   |
| | +-----------------------------------+ | |   |   |   |   |   |   |   |
| | | +-------------------------------+ | | |   |   |   |   |   |   |   |
| | | | +---------------------------+ | | | |   |   |   |   |   |   |   |
| | | | | +----------------------+  | | | | |   |   |   |   |   |   |   |
| | | | | | +------------------+ |  | | | | |   |   |   |   |   |   |   |
| | | | | | | +--------------+ | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | | **SUBCLASS** | | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | +--------------+ | |  | | | | |   |   |   |   |   |   |   |
| | | | | | |                  | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | **CREDITOR**     | |  | | | | |   |   |   |   |   |   |   |
| | | | | | +------------------+ |  | | | | |   |   |   |   |   |   |   |
| | | | | |                      |  | | | | |   |   |   |   |   |   |   |
| | | | | | **INTEREST RATE**    |  | | | | |   |   |   |   |   |   |   |
| | | | | +----------------------+  | | | | |   |   |   |   |   |   |   |
| | | | |                           | | | | |   |   |   |   |   |   |   |
| | | | | **FREQUENCY OF PAYMENTS** | | | | |   |   |   |   |   |   |   |
| | | | +---------------------------+ | | | |   |   |   |   |   |   |   |
| | | |                               | | | |   |   |   |   |   |   |   |
| | | | **AMOUNT OF INSTALLMENTS**    | | | |   |   |   |   |   |   |   |
| | | +-------------------------------+ | | |   |   |   |   |   |   |   |
| | |                                   | | |   |   |   |   |   |   |   |
| | | **FIRST PAYMENT DATE**            | | |   |   |   |   |   |   |   |
| | +-----------------------------------+ | |   |   |   |   |   |   |   |
| |                                       | |   |   |   |   |   |   |   |
| | **MATURITY DATE**                     | |   |   |   |   |   |   |   |
| +---------------------------------------+ |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |
| **\[ESTIMATED ALLOWED SECURED CLAIM\*\]** |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+

\*The estimated allowed secured claim may differ from the actual claim
paid due to interest accruals, attorney fees, other charges allowed by
law or variations of the estimate from the actual amount allowed.

3.1.2 The property securing the claims of the following creditors shall
be conveyed to the holders thereof within 30 days after the effective
date of the plan in full satisfaction of the allowed amount of such
secured claims:

Any deficiency claim arising by reason of the conveyance shall be
treated as a Class 4 claim; any such claim shall be disallowed unless
proof of which is filed with the court within 30 days after such
conveyance is made. The instruments of conveyance shall be reasonably
acceptable to such holders, provided that they shall not include a
representation or warranty of any kind.

3.1.3 The property securing the claims of the following creditors shall
be sold in the following manner:

Except as otherwise provided below, the holders of such claims shall not
receive any payment until the property is sold. Any deficiency claim
arising by reason of the sale shall be treated in the following manner:

3.2 [Unsecured Claims]{.underline}.

3.2.1 [Priority Claims]{.underline}. Class 2 consists of allowed
unsecured claims entitled to priority under 11 USC § 507(a)(3), (4), (5)
or (6). Each holder of a claim in such class shall, within thirty (30)
days after the effective date of the plan, receive a note conforming
substantially to the attached Exhibit 1 in a principal amount equal to
the allowed amount of such holder\'s allowed claim calculated as of the
date on which the petition commencing this case was filed. These notes
shall contain the following payment terms:

+-------------------------------------------+---+---+---+---+---+---+---+
| +---------------------------------------+ |   |   |   |   |   |   |   |
| | +-----------------------------------+ | |   |   |   |   |   |   |   |
| | | +-------------------------------+ | | |   |   |   |   |   |   |   |
| | | | +---------------------------+ | | | |   |   |   |   |   |   |   |
| | | | | +----------------------+  | | | | |   |   |   |   |   |   |   |
| | | | | | +------------------+ |  | | | | |   |   |   |   |   |   |   |
| | | | | | | +--------------+ | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | | **SUBCLASS** | | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | +--------------+ | |  | | | | |   |   |   |   |   |   |   |
| | | | | | |                  | |  | | | | |   |   |   |   |   |   |   |
| | | | | | | **CREDITOR**     | |  | | | | |   |   |   |   |   |   |   |
| | | | | | +------------------+ |  | | | | |   |   |   |   |   |   |   |
| | | | | |                      |  | | | | |   |   |   |   |   |   |   |
| | | | | | **INTEREST RATE**    |  | | | | |   |   |   |   |   |   |   |
| | | | | +----------------------+  | | | | |   |   |   |   |   |   |   |
| | | | |                           | | | | |   |   |   |   |   |   |   |
| | | | | **FREQUENCY OF PAYMENTS** | | | | |   |   |   |   |   |   |   |
| | | | +---------------------------+ | | | |   |   |   |   |   |   |   |
| | | |                               | | | |   |   |   |   |   |   |   |
| | | | **AMOUNT OF INSTALLMENTS**    | | | |   |   |   |   |   |   |   |
| | | +-------------------------------+ | | |   |   |   |   |   |   |   |
| | |                                   | | |   |   |   |   |   |   |   |
| | | **FIRST PAYMENT DATE**            | | |   |   |   |   |   |   |   |
| | +-----------------------------------+ | |   |   |   |   |   |   |   |
| |                                       | |   |   |   |   |   |   |   |
| | **MATURITY DATE**                     | |   |   |   |   |   |   |   |
| +---------------------------------------+ |   |   |   |   |   |   |   |
|                                           |   |   |   |   |   |   |   |
| **\[ESTIMATED ALLOWED SECURED CLAIM\*\]** |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+
|                                           |   |   |   |   |   |   |   |
+-------------------------------------------+---+---+---+---+---+---+---+

\*The estimated allowed claim may differ from the actual claim paid due
to charges allowed by law or variations of the estimate from the actual
amount allowed.

3.2.2 [Administrative Convenience Claims]{.underline}. Class 3 consists
of allowed unsecured claims which are equal to or less than
\$\_\_\_\_\_\_\_\_. Each holder of a claim in such class shall receive
cash in an amount equal to \_\_\_\_ percent of such claim within
\_\_\_\_ days following the effective date of the plan.

3.2.3 [General Claims]{.underline}. Class 4 consists of allowed
unsecured claims not otherwise treated under the plan. Each holder of a
claim in such class shall, within thirty (30) days after the effective
date of the plan, receive a note conforming substantially to the
attached Exhibit 1 or if such claim is disputed, a written objection.
Each note shall have a face amount equal to \_\_\_\_ percent of such
holder\'s allowed claim calculated as of the date on which the petition
commencing this case was filed.

4\. TREATMENT OF EQUITY SECURITY INTERESTS

4.1 Except as specifically provided below, the legal, equitable and
contractual rights to which the equity securities entitle the holders
thereof shall remain unaltered by the plan.

5\. EXECUTORY CONTRACTS AND UNEXPIRED LEASES

5.1 [Assumption]{.underline}. The debtor\'s executory contracts and
unexpired leases (including all amendments, extensions or renewals and
replacements thereof) with the following parties are assumed pursuant to
the provisions of 11 USC §§ 365 and 1123:

Except as provided below, the debtor shall, on or before the effective
date of the plan, cure any default under each contract and lease assumed
by the plan and compensate the other party to such contract or lease for
any actual pecuniary loss to such party resulting from default.

5.2 [Rejection]{.underline}. All executory contracts and unexpired
leases to which the debtor is a party that are not assumed by operation
of Section 5.1 are rejected pursuant to the provisions of 11 USC §§ 365
and 1123 except those which have been assumed by court order prior to
the entry of the order confirming the plan. Any claim for damages
arising by reason of the rejection of any contract or lease shall be
treated as a Class 4 claim; any such claim shall be disallowed unless
proof of which is filed with the court within 60 days after the
effective date of the plan.

6\. MEANS FOR IMPLEMENTATION OF THE PLAN

6.1 [General Statement]{.underline}. The payments required under the
plan shall be funded in the following manner:

6.2 [Amended Charter]{.underline}. The debtor\'s articles of
incorporation and bylaws shall be amended on the effective date of the
plan to prohibit the issuance of nonvoting equity securities to the
extent required by the provisions of 11 USC § 1123(a)(6).

6.3 [Reservation of Powers]{.underline}. All powers of the debtor under
chapters 3 and 5 of the Bankruptcy Code are expressly reserved, and the
debtor may enforce any and all claims and causes of action of the debtor
or its chapter 11 estate following the effective date of the plan except
for claims and causes of action specifically waived, released or
assigned in accordance with the plan.

6.4 [Revesting]{.underline}. The debtor shall be vested with all of its
property free and clear of all claims, liens, charges or other interests
of creditors arising prior to the entry of the order confirming the plan
except for liens upon property securing claims provided for in the plan.
Except as otherwise provided in the plan, the debtor may transact
business and conduct its affairs free of any restriction of the court
following confirmation of the plan.

6.5 [Reserve Fund]{.underline}. The debtor shall deposit into a
segregated account and hold in trust all cash distributions reserved for
the holders of allowed claims who have failed to claim distributions
made pursuant to the plan and holders of disputed claims. Cash reserved
for disputed claims shall be distributed to the holders thereof as and
to the extent such claims become allowed claims. For a period of one
year following a distribution pursuant to the plan, cash or other
property that is unclaimed following such distribution shall be
distributed to the holders of allowed claims entitled thereto upon
presentation to the debtor of satisfactory proof of entitlement. After
expiration of the one year period (i) the holders of allowed claims
entitled to unclaimed property will no longer be entitled thereto, (ii)
the allowed claims of such holders shall be deemed disallowed and (iii)
the then remaining amount of such unclaimed property with respect to
such distribution shall become the property of the debtor.

6.6 [Continuation of Retiree Benefits]{.underline}. All retiree benefits
shall be continued after the effective date of the plan without
modification at the level established pursuant to 11 USC § 1114(e)(1)(B)
or (g) for the duration of the period that the debtor has obligated
itself to provide such benefits.

6.7 [Compliance with the Plan]{.underline}. The debtor, creditors and
all other parties in interest shall take all actions necessary to
effectuate the terms of the plan.

7\. DEFAULT

7.1 Except as otherwise provided in the plan, in the event debtor shall
default in the performance of any of its obligations under the plan,
then a claimant may pursue such remedies as are available at law or in
equity. An event of default occurring with respect to one claim shall
not be an event of default with respect to any other claim. Nothing
contained in the plan shall limit the right of any party to reopen this
case or to convert this case to a liquidation case under chapter 7 of
the Bankruptcy Code if cause for such relief exists.

8\. RETENTION OF JURISDICTION

8.1 Notwithstanding the entry of the order confirming the plan, the
court shall retain jurisdiction of this chapter 11 case pursuant to and
for the purposes set forth in 11 USC § 1127(b) and (a) to classify the
claim of any creditor, reexamine claims which have been allowed for
voting purposes and determine any objection that may be filed to claims,
(b) to determine requests for payment of claims entitled to priority
under § 507(a)(1) of the Code, including compensation and reimbursement
of expenses in favor of professionals employed at the expense of the
estate, (c) to avoid transfers or obligations and to subordinate claims
under chapter 5 of the Bankruptcy Code, (d) to approve the assumption,
assignment of rejection of executory contracts and unexpired leases
pursuant to 11 USC §§ 365 and 1123, (e) to resolve all controversies and
disputes regarding the interpretation of the plan, (f) to implement the
provisions of the plan and enter orders in aid of confirmation, (g) to
adjudicate any and all adversary proceedings and contested matters
pending or hereafter commenced in this chapter 11 case and (h) to enter
a final decree closing this chapter 11 case.

9\. ADDITIONAL PROVISIONS

9.1 \[The reorganized debtor\] shall be responsible for timely payment
of fees incurred pursuant to 28 USC § 1930(a)(6) until the case is
closed, converted, or dismissed. After confirmation, \[the reorganized
debtor\] shall serve on the United States Trustee a monthly financial
report for each month, or portion thereof, that the case remains open.
The monthly financial report shall include a statement of all
disbursements made during the course of the month, whether or not
pursuant to the plan.

Dated: \_\_\_\_\_\_\_\_\_\_\_\_\_\_, 200\_\_.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Presented by:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, OSB #\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Attorneys for \[Proponent\]