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EXHIBIT 10(i)


Weyerhaeuser

Company

Long-Term Incentive Compensation Plan




	 	 	 
	 	 	
Approved by shareholders on April 16, 1992
and including all amendments through
February 12, 1998



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Table of Contents




	 	 	 	 	 	 	 
	ARTICLE I. GENERAL
	 	 	1	 
	1. Name of Plan
	 	 	1	 
	2. Purposes
	 	 	1	 
	3. Effective Date
	 	 	1	 
	4. Number of Shares
	 	 	1	 
	 	4.1 Authorized Number of Shares
	 	 	1	 
	 	4.2 Reuse of Shares
	 	 	1	 
	 	4.3 Adjustment of Shares
	 	 	1	 
	5. Administration
	 	 	2	 
	 	5.1 Administration and Interpretation by the Committee
	 	 	2	 
	 	5.2 Interpretation; Change of Control Adjustments
	 	 	2	 
	ARTICLE II. DEFINITIONS
	 	 	3	 
	 	2. Definitions
	 	 	3	 
	ARTICLE III. STOCK OPTIONS; STOCK APPRECIATION RIGHTS
	 	 	5	 
	 	3.1 Types of Stock Options
	 	 	5	 
	 	 	3.1.1 Types of Options
	 	 	5	 
	 	 	3.1.2 Stock Appreciation Rights
	 	 	5	 
	 	 	3.1.3 Exercise/Sell Election
	 	 	5	 
	 	3.2 Option Price
	 	 	6	 
	 	3.3 Maximum Annual Award of Shares
	 	 	6	 
	 	3.4 Vesting; Exercise Upon Termination of Employment
	 	 	6	 
	 	 	3.4.1 Initial Vesting Period
	 	 	6	 
	 	 	3.4.2 Term of Options and Stock Appreciation Rights
	 	 	6	 
	 	 	3.4.3 Exercise by Personal Representative
	 	 	6	 
	 	 	3.4.4 Exercises of Options and Rights
	 	 	6	 
	 	 	3.4.5 Post-Termination Exercises
	 	 	7	 
	 	3.5 Payment for Shares
	 	 	7	 
	 	 	3.5.1 Form of Payment
	 	 	7	 
	 	3.6 Acquired Company Options
	 	 	7	 
	ARTICLE IV. STOCK AWARDS
	 	 	7	 
	4. Stock Awards
	 	 	7	 
	 	4.1 Committee Authority
	 	 	7	 
	 	4.2 Issuance of Shares
	 	 	8	 
	 	4.3 Waiver of Restrictions
	 	 	8	 
	 	4.4 Maximum Annual Stock Awards
	 	 	8	 
	ARTICLE V. PERFORMANCE SHARE AWARDS
	 	 	8	 
	5. Performance Share Awards
	 	 	8	 
	 	5.1 Performance Share Awards Authority
	 	 	8	 
	 	5.2 Payout Upon Termination
	 	 	9	 
	 	5.3 Maximum Amount of Performance Share Awards
	 	 	9	 
	ARTICLE VI. GENERAL
	 	 	9	 
	 	6.1 Amendment and Termination of Plan
	 	 	9	 
	 	6.2 Continued Employment; Rights in Options and Awards
	 	 	9	 
	 	6.3 Other Compensation Plans
	 	 	9	 
	 	6.4 Certificates for Shares; Registration
	 	 	9	 



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	 	6.5 No Rights as Shareholder
	 	 	9	 
	 	6.6 No Assignment or Transfer of Interests
	 	 	10	 
	 	6.7 Compliance with Laws and Regulations
	 	 	10	 
	 	6.8 Withholding of Taxes
	 	 	10	 
	 	6.9 No Trust or Fund
	 	 	10	 
	 	6.10 Governing Law
	 	 	10	 
	 	6.11 Severability
	 	 	10	 



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Weyerhaeuser Company Long-Term Incentive Compensation Plan

ARTICLE I. GENERAL



1. Name of Plan



     The name of the plan set forth herein is the “Weyerhaeuser Company
Long-Term Incentive Compensation Plan,” herein called the “Plan.”


2. Purposes



     The purposes of the Plan are to enhance the long-term profitability and
shareholder value of Weyerhaeuser Company by offering stock based incentives to
those employees of the Company and Subsidiaries who are key to the growth and
success of Weyerhaeuser, to attract and retain executives with experience and
ability on a basis competitive with industry practices and to encourage
executives to acquire and maintain stock ownership in Weyerhaeuser Company.


3. Effective Date



The effective date of the Plan is the date on which it is approved by the
shareholders of the Company, in accordance with the Washington Business
Corporation Act, at the annual meeting of shareholders on April 16, 1992 or any
adjournment thereof The Plan shall have no fixed expiration date.


4. Number of Shares



     4.1 Authorized Number of Shares. The number of Shares that may be issued
under the Plan shall not exceed ten (10) million. Shares issued pursuant to the
Plan will be authorized and unissued Shares which may includes Shares which
from time to time have been reacquired by the Company.


     4.2 Reuse of Shares. To the extent that (a) any Stock Option or Stock
Appreciation Right expires, or is terminated, canceled or surrendered, without
being exercised (including, without limitation, in connection with the grant of
a replacement option); (b) Shares are not issued upon exercise of any Stock
Appreciation Right; (c) the underlying Shares are not issued because the Award
is forfeited, terminated, surrendered or canceled; or (d) Shares are not issued
pursuant to any Performance Share Award, shares underlying or subject to such
Stock Option, Stock Appreciation Right or Award shall again be available for
issuance in connection with future grants of Stock Options, Stock Appreciation
Rights and Awards under the Plan.


     4.3 Adjustment of Shares. In the event that at any time or from time to
time a stock dividend, stock split, recapitalization, merger, consolidation, or
other change in capitalization of the Company, or a sale by the Company of all
or part of its assets, or any distribution to shareholders other than a cash
dividend, results in (a) the outstanding Shares, or any securities exchanged
therefore or received in their place being exchanged for a different number or
class of securities of the Company or of any other corporation, or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of Shares of the Company, then:


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	 	     (i) the limitation to 10,000,000 Shares set forth in Section 4.1 of
Article I;
	 
	 	     (ii) the number and class of Shares that may be made subject to
Stock Options, Stock Appreciation Rights and Awards;
	 
	 	     (iii) the Option Price of unexercised Stock Options and Stock
appreciation Rights; and
	 
	 	     (iv) Share values or prices used for calculation purposes shall in
each case be equitably adjusted as determined by the Committee in its
sole discretion.



5. Administration



     5.1 Administration and Interpretation by the Committee. The Plan shall be
administered by the Committee. Members of the Committee shall not be eligible
to participate in the Plan, and no member of the Committee shall have been,
during the period of one year prior to Committee service, granted or awarded
equity securities of the Company pursuant to the Plan or pursuant to any other
plan of the Company. Members of the committee must be “Outside Directors” for
the purposes of Section 162(m) of the Internal Revenue Code of 1986, which
section was adopted as part of the Omnibus Budget Reconciliation Act of 1993,
or any successor provision. The Committee shall have exclusive authority to
designate the employees of the Company and Subsidiaries who are eligible to
participate in the Plan as Participants. The Committee shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the administration of
the Plan, including rules and regulations relating to the manner of exercise
and settlement of Stock Options and Stock Appreciation Rights, issuance and
custody of Restricted Stock and the manner of settlement of Performance Share
Awards. The Committee’s interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the Committee
pursuant to the Plan, shall be conclusive and binding on all parties involved
or affected. The Committee may delegate administrative duties to such of the
officers of the Company as it so determines.


     5.2 Interpretation; Change of Control Adjustments. Without limiting the
preceding Section 5.1, and notwithstanding any other provisions of the Plan,
the Committee is authorized to take such action as it determines to be
necessary or advisable, and fair and equitable to Participants, with respect to
Stock Options, Stock Appreciation Rights and Awards in the event of. a merger
of the Company with, consolidation of the Company into, or the acquisition of
the Company by, another corporation, or a sale or transfer of all or
substantially all of the assets of the Company to another corporation or any
other person or entity, a tender or exchange offer for Shares made by any
corporation, person or entity (other than the Company), or other
reorganization, as a result of which the Company is not likely to continue as
an independent, publicly-owned corporation. Such authorized action may include
(but shall not be limited to) establishing, amending or waiving the type,
terms, conditions, or duration of, or restrictions on, Stock Options, Stock
Appreciation Rights and Awards so as to provide for earlier, later, extended or
additional times for exercise, payments or settlement or lifting of
restrictions, differing methods for calculating payments or settlements and
other modifications, and the Committee may take such actions by adopting rules
and regulations applicable to all Participants, to certain categories of
Participants or only to individual Participants. The Committee may take such
actions before or after making the grants of Stock Options, Stock Appreciation
Rights or


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Stock Awards to which the action relates and before or after any public
announcement with respect to such merger, consolidation, acquisition, sale or
transfer of assets, tender or exchange offer or other reorganization that is
the reason for such action.



ARTICLE II. DEFINITIONS



2. Definitions



     For purposes of the Plan, the following terms shall be defined as set
forth below:


     2.1 “Award” means any award or grant of Shares under Section 4 of Article
IV and any award or grant of Performance Shares under Section 5 of Article V.


     2.2 “Code” means the Internal Revenue Code as amended from time to time.


     2.3 “Committee” means the Compensation Committee of the Board of Directors
of the Company.


     2.4 “Company” means Weyerhaeuser Company, a Washington corporation.


     2.5 “Disability” means “disability” as that term is defined for purposes
of the Company’s Retirement Plan for Salaried Employees.


     2.6 “Early Retirement” means retirement pursuant to the Company’s
Retirement Plan for Salaried Employees on a date prior to the individual’s
normal retirement date..


     2.7 “Exercise/Sell Election” means the election set forth in Section 3.1.3
of Article


     2.8 “Fair Market Value” means the arithmetic average of the highest and
lowest sales prices per Share on a day as reported on the consolidated
transaction reporting system for New York Stock Exchange issues for the day.


     2.9 “Grant Date” means the date designated in a resolution of the
Committee as the date the Stock Option, Stock Appreciation Right or Award is
granted, which date shall not be earlier than the date the Committee completed
the act of adoption of the resolution. If the Committee does not designate a
Grant date in the resolution, the Grant Date shall be the date the Committee
completed the act of adoption of the resolution.


     2.10 “Holder” means the Participant to whom is granted a Stock Option,
Stock Appreciation Right or Award, or the personal representative of the Holder
who has died.


     2.11 “Incentive Stock Option” means an option to purchase Shares granted
under Article III of the Plan with the intention that it qualify as an
“incentive stock option” as that term is defined in Section 422 of the Code.


     2.12 “Non-Qualified Stock Option” means an option to purchase Shares
granted under Article III of the Plan other than an Incentive Stock Option.


     2.13 “Option Price” means the purchase price of Shares, as prescribed by
the Committee, in respect to any Stock Option or Stock Appreciation Right.


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     2.14 “Participant” means an individual who is a Holder of Stock Options,
Stock Appreciation Rights and/or Awards or, as the context may require, any
employee of the Company or a Subsidiary who has been designated by the
Committee as eligible to participate in the Plan.


     2.15 “Performance Measures” means objective criteria specifically defined
by the Committee on a Company-specific basis, business-unit basis or in
comparison with peer group performance, which may include or exclude specified
items of an unusual or nonrecurring nature, and are based on one or more of the
following: earnings before interest and taxes, net earnings, earnings per
share, return on equity, return on assets, return on capital employed, cash
flow, cost reduction, stock price appreciation, total shareholder return,
economic value added, cash flow return on investment, and cash value added.


     2.16 “Performance Share” means a unit of value, equal on the Grant Date to
the Fair Market Value of a Share on such Date or such greater value as the
Committee shall prescribe, used to calculate the total value of a Performance
Share Award.


     2.17 “Performance Share Award” means an award granted under Article V of
the Plan the payout of which is subject to achievement through a performance
period of performance goals prescribed by the Committee.


     2.18 “Restricted Stock Award” means an award of Shares granted under
Article IV of the Plan the rights of ownership of which are subject to
restrictions prescribed by the Committee.


     2.19 “Retirement” means retirement as of the individual’s normal
retirement date under the Company’s Retirement Plan for Salaried Employees.


     2.20 “Shares” means the common shares (par value $1.25 per share) of the
Company.


     2.21 “Stock Appreciation Right” means a right, granted under Section 3.1.2
of Article III, to surrender to the Company all or a portion of the related
Stock Option, if any, and to receive an amount (in Shares or cash or any
combination of Shares and cash, as the Committee shall determine) equal to the
excess of the Window Period Fair Market Value per Share for the date the Stock
Appreciation Right is exercised over the Option Price per Share, in the case of
a Stock Appreciation Right exercised within a Window Period, or equal to the
excess of the Fair Market Value per Share for the date the Stock Appreciation
Right is exercised over the Option Price per Share in the case of a Stock
Appreciation Right exercised on a date outside a Window Period.


     2.22 “Stock Option” or “Option” means the right to purchase Shares granted
under Section 3.1.1 of Article III of the Plan.


     2.23 “Subsidiary” means a corporation the voting share ownership of which,
by the Company or another Subsidiary, is sufficient for the election of a
majority of the directors of the corporation.


     2.24 “Window Period” means a period of ten days on which there is trading
in Shares on the New York Stock Exchange, beginning with the third trading day
after disclosure by the


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Company to the public of its earnings for the fiscal period just ended and
ending with the twelfth such day.


     2.25 “Window Period Fair Market Value” means the highest daily mean price
per Share during the Window Period, determined from sales prices as reported on
the consolidated transaction reporting system for New York Stock Exchange
issues for the Window Period.


ARTICLE III. STOCK OPTIONS; STOCK APPRECIATION RIGHTS



     3.1 Types of Stock Options


          3.1.1 Types of Options. The Committee is authorized to grant Stock Options
to Participants either alone or wholly or partially in connection with Stock
Appreciation Rights, for such number of Shares and at such Option Price, and
exercisable in such installments over such periods of time and subject to such
vesting provisions, as the Committee shall determine. The Committee shall
designate each Option issued hereunder as an “Incentive Stock Option” or a
“Non-Qualified Stock Option.” The aggregate Fair Market Value on the Grant Date
of Share with respect to which Incentive Stock Options are exercisable by the
Participant for the first time in any calendar year shall not exceed the amount
provided for in Section 422 of the Code.



          3.1.2 Stock Appreciation Rights. The Committee is authorized to grant
Stock Appreciation Rights, either alone or wholly or partly in conjunction with
Stock Options, for such numbers of Shares and at such Option Prices as the
Committee shall determine. Upon exercise of a Stock Appreciation Right, the
Holder shall be entitled to receive Shares having value equivalent to 50% of
the difference per Share between the Window Period Fair Market Value, or the
Fair Market Value, whichever is applicable, and the Option Price, multiplied by
the number of Shares as to which the Stock Appreciation Right is exercised, and
cash equivalent to 50% of the difference per Share between the applicable
Window Period Fair Market Value or Fair Market Value and the Option Price,
multiplied by the number of Shares as to which the Stock Appreciation Right is
exercised, provided that the Committee shall have the sole discretion to
determine in any case or cases such other form in which payment will be made,
i.e. all cash, all Shares, or any combination thereof If the Holder is to
receive Shares upon exercise of a Stock Appreciation Right, the number of
Shares so determined is not a whole number, such number shall be reduced to the
next lower number and there shall be paid to the Holder in cash an amount equal
to the product of multiplying the remaining fractional share by the applicable
Fair Market Value of one share on the exercise date.



     3.1.3 Exercise/Sell Election. Holders of Stock Options not granted in
conjunction with Stock Appreciation Rights shall have, at each time of exercise
of such an Option, the right to elect to exercise such Option by causing a cash
payment of the Option Price to be made to the Company and simultaneously having
such number of such Shares, as is determined by the Secretary of the Company,
sold through a Company-designated registered broker in an open market
transaction without cost of sale to the Holder, such “exercise/sell election”
to be effected in accordance with procedures and documentation established by
the Secretary of the Company. The Holder of such Exercise/Sell election shall
have the right to elect either to either: (A) have the number of Shares to be
sold approximate the number of Shares that upon sale on the exercise date would
be required to yield cash proceeds equivalent to the sum of (i) the total
Option Price for the Shares as to which the option is exercised and (ii) 50% of
the difference between (x) the


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total Fair Market Value on the exercise date of the Shares as to which the
option is exercised; and (y) the total Option Price for the Shares as to which
the option is exercised; or (B) have the number of Shares sold be the number of
shares as to which the option is exercised. The Holder of the Stock Option with
the Exercise/Sell Election electing under (A) above shall be entitled to
receive (i) the proceeds of sale of the Shares to be sold remaining after
payment to the Company of the Option Price and the applicable tax withholding;
and (ii) the number of Shares remaining after the sale of Shares as provided
above. The Holder of the Stock Option with the Exercise/Sell Election electing
under (B) above shall be entitled to receive the proceeds of the sale of the
Shares to be sold remaining after payment to the Company of the Option Price
and the applicable tax withholding.


     3.2 Option Price. The Option Price of the Shares subject to any Stock
Option or Stock Appreciation Right shall be determined by the Committee, but
shall in no instance be less than the Fair Market Value on the Grant Date.


     3.3 Maximum Annual Award of Shares. The maximum number of shares that may
be awarded to any participant in any year as Stock Options or Stock
Appreciation Rights is 200,000, except that in one year up to 400,000 shares
may be awarded to a Participant after such Participant becomes Chief Executive
Officer of the Company.


     3.4 Vesting; Exercise Upon Termination of Employment


          3.4.1 Initial Vesting Period. Each Stock Option and Stock Appreciation
Right shall become initially exercisable only after one year (or such longer
period as may be determined by the Committee) of continuous employment of the
Holder by the Company and/or one or more Subsidiaries after the Grant Date,
provided, that if the Holder shall die prior to completion of such year of
continuous employment, each Stock Option and Stock Appreciation Right held by

such Holder may nevertheless be exercised in accordance with this Section 3.



          3.4.2 Term of Options and Stock Appreciation Rights. Except as otherwise
provided in this Section 3, each Stock Option and Stock Appreciation Right
shall by its terms expire at such time as the Committee may determine in
granting it, but not later than ten years from the date the Option or Right is
granted.



          3.4.3 Exercise by Personal Representative. Any Stock Option or Stock
Appreciation Right exercisable at the time of death of the Holder may be
exercised by the personal representative of the Holder entitled thereto at any
time or from time to time within two years after the date of death, but in no
event later than ten years (or such shorter period as determined under Section
3.3.2) from the Grant Date.



          3.4.4 Exercises of Options and Rights. Each Stock Option and Stock
Appreciation Right shall be exercisable by the Holder from time to time for the
full amount or for any part thereof, but no such Option or Right shall be
exercised in part more frequently than once in any period of ten business days.



          3.4.5 Post-Termination Exercises. In case of termination of employment of
the Holder other than by reason of death, any Stock Option or Stock
Appreciation Right of the Holder shall be exercisable only: (i) within three
years if the termination of the Holder’s employment is coincident with
Retirement or Early Retirement or is as a result of position




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elimination, or (it) within three months after the date the Holder ceases
to be an employee of the Company or a Subsidiary if termination of the Holder’s
employment is for any reason other than Retirement, Early Retirement or
position elimination, but in no event later than ten years (or such shorter
period determined under Section 3.3.2) from the Grant Date. Neither transfer of
employment between or among the Company and Subsidiaries, or a leave of absence
approved in accordance with Company procedures, shall be considered termination
of employment.



     3.5 Payment for Shares


          3.5.1 Form of Payment. Upon exercise of a Stock Option not involving
exercise of a related Stock Appreciation Right, in whole or in part, the Option
Price for Shares to which the exercise relates shall be paid in cash or, unless
otherwise designated by the Committee at the time the Stock Option is granted,
paid for with Shares (in the manner designated by the Secretary of the Company)
valued at their Fair Market Value on the exercise date, and no Shares shall be
issued until such payment in full has been made. The Holder shall have none of
the rights of a shareholder with respect to Shares subject to a Stock Option or
Stock Appreciation Right unless and until the Shares are issued to the Holder.



     3.6 Acquired Company Options. Notwithstanding anything in the Plan to the
contrary, the Committee may grant Stock Options and/or Stock Appreciation
Rights under this Plan in substitution for stock options and/or stock
appreciation rights issued under other plans, or assume under this Plan stock
options and/or stock appreciation rights issued under other plans, if the other
plans are or were plans of other corporations (“acquired corporations”) (or the
parent of the acquired corporation) and the new Option or Right is substituted,
or the old option or right is assumed, by reason of a corporate merger,
consolidation, acquisition of property or of stock, reorganization or
liquidation (the “Acquisition Transaction”) within the meaning of Section
424(a) of the Code and provided that the requirements of Code Sections
424(a)(1) and (2) are complied with. In the event that a written agreement
pursuant to which the Acquisition Transaction is completed is approved by the
Board of Directors and said Agreement sets forth the terms and conditions of
the substitution for or assumption of outstanding stock options of the acquired
corporation, said terms and conditions shall be deemed to be the action of the
Committee hereunder without any further action by the Committee and the persons
holding such stock option or stock appreciation right shall be deemed to be
Participants and Holders.



ARTICLE IV. STOCK AWARDS



4. Stock Awards



          4.1 Committee Authority. The Committee is authorized to make awards of
Shares of the Company subject to Performance Measures established by the
Committee, in writing, no later than the first 90 days of the period in which
the performance Measure shall apply. Performance periods shall not be shorter
than one year. Other terms, conditions and restrictions of such awards shall be
set forth in an agreement or agreements between the Company and the recipient
of the Award. The terms, conditions and restrictions which the Committee shall
have the power to determine shall include the manner in which Shares subject to
Restricted Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of Restricted Stock
Share Awards and Shares subject to Restricted Stock Awards shall occur by
reason of termination of employment of the Holder.




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          4.2 Issuance of Shares. Upon the satisfaction of the terms, conditions and
restrictions prescribed in respect to a Restricted Stock Award, or upon the
Holder’s release from the terms, conditions and restrictions of a Restricted
Stock Award, as determined by the Committee, the Company shall deliver, as soon
as practicable, to the Holder, or in the case of the Holder’s death, to the
personal representative of the Holder or as the appropriate court directs, a
stock certificate for the appropriate number of Shares.



          4.3 Waiver of Restrictions. Notwithstanding any other provisions of the
Plan, the Committee may, in its sole discretion, waive the forfeiture period
and any other terms, conditions or restrictions of any Stock Award under
circumstances (including the death, Disability, Retirement or Early Retirement
of the Holder, or material change in the Holder’s circumstances arising after
the date of the Award), and subject to such terms and conditions (including
forfeiture of the Shares) as the Committee shall deem appropriate.



          4.4 Maximum Annual Stock Awards. The maximum number of shares that may be
awarded to any participant each year as Stock Awards is 50,000, except that one
award of up to 100,000 shares may be made to a Participant after such
Participant becomes the Chief Executive Officer of the Company.



ARTICLE V. PERFORMANCE SHARE AWARDS



5. Performance Share Awards



     5.1 Performance Share Awards Authority. The Committee is authorized to
grant performance Share Awards to Participants using Performance Measures
established by the Committee, in writing, no later than the first 90 days of
the period in which the Performance Measure shall apply. In addition, the
Committee is authorized to determine: (a) the length of performance periods
except that no performance period may be shorter than one year, (b) the amount
and frequency of grants of Performance Share Awards, both independently and in
relation to grants of Stock Options and other Awards, and (c) the form of
payment of Awards, which may be in cash, shares, Options, Rights or Awards or
any combination of cash, Shares, Options, Rights and Awards. The Committee may
not adjust performance goals and performance periods established for any Award
if such adjustment would increase the amount of the Award.


     5.2 Payout Upon Termination. In the event a Holder’s employment by the
Company or a Subsidiary terminates during the performance period of a
Performance Share Award, payout shall be as follows:



		
	 	     (a) If the termination of employment is the result of discharge for
cause or resignation, or Early Retirement prior to age 62 at the request
of the Holder, the Award shall be forfeited in full.




		
	 	     (b) If the termination is the result of Retirement, death,
Disability, position elimination, or Early Retirement at the request of
the Company, payout shall be made at the end of the applicable
performance period and prorated for service during the performance
period.



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     5.3 Maximum Amount of Performance Share Awards. The maximum amount that
may be paid to any Participant in any year with respect to Performance Share
Awards is $2,000,000.


ARTICLE VI. GENERAL



     6.1 Amendment and Termination of Plan. The Board of Directors of the
Company may from time to time amend, modify, or otherwise alter the Plan or any
provision thereof, or discontinue or terminate the Plan; but no amendment or
discontinuance of the Plan shall, without the written consent of the Holder,
adversely affect the Holder’s Stock Option, Stock Appreciation Right or Award.


     6.2 Continued Employment; Rights in Options and Awards Neither the Plan,
participation in the Plan as a Participant, or any action of the Committee
taken under the Plan shall be construed as giving any Participant or employee
of the Company or a Subsidiary any right to be retained in the employ of the
Company or a Subsidiary or limit the right of the Company or a Subsidiary to
terminate the employment of the Participant or employee.


     6.3 Other Compensation Plans. Neither the adoption of the Plan nor
anything contained in the Plan shall prevent the Company or any Subsidiary from
adopting or continuing other or additional compensation arrangements, or
discontinuing or terminating such arrangements, and such other arrangements may
be either generally applicable or applicable only in specific cases.


     6.4 Certificates for Shares; Registration. The Company shall be under no
obligation to any Participant to register for offering or resale under the
Securities Act of 1933, or register or qualify under state securities laws, any
Shares, security or interest in a security paid or issued under, or created by
the Plan. The Company may issue certificates for Shares with such legends and
subject to such restrictions on transfer and stop transfer instructions as
counsel for the Company deem necessary or desirable for compliance by the
Company with federal and state securities laws.


     6.5 No Rights as Shareholder. No Stock Option, Stock Appreciation Right or
Award shall entitle the Holder to any dividend, voting or other right of a
shareholder unless and until the date of issuance under the Plan of the Shares
that are the subject of the Option, Right or Award, free of all applicable
restrictions.


     6.6 No Assignment or Transfer of Interests. No Stock Option, Stock
Appreciation Right or Award shall be assignable or otherwise transferable by
the Holder except as provided for herein in the case of death of the Holder. If
a Holder makes an assignment or transfer in violation of this Section, any
obligation of the Company with respect to such Option, Right or Award shall
thereupon terminate.


     6.7 Compliance with Laws and Regulations. The Plan is intended to satisfy
the conditions of Rule 16b-3, as amended from time to time, as promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended from time to time, and all interpretations of the Plan shall
to the extent permitted by law, regulations and rulings, be made in a manner
consistent with and so as to satisfy the conditions of Rule 166-3.
Additionally, in interpreting and applying the provisions of the Plan, any
Stock Option granted as


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an Incentive Stock Option pursuant to the Plan shall to the extent
permitted by law, be construed as an “incentive stock option” within the
meaning of Section 422 of the Code.


     6.8 Withholding of Taxes. The Company may require the Holder to pay to
the Company the amount of any withholding taxes which the Company is required
to withhold with respect to the grant, exercise, payment or settlement of any
Stock Option, Stock Appreciation Right or Award. In such instances, the
Committee may, in its discretion and subject to the Plan and applicable law,
permit the Holder to satisfy withholding obligations, in whole or in part, by
paying cash or by electing to have the Company withhold Shares, or to transfer
Shares to the Company, in such amounts as are equivalent to the Fair Market
Value of the withholding obligation.


     6.9 No Trust or Fund. The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any
monies or other property, or Shares, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.


     6.10 Governing Law. The Plan and all interpretations of its provisions
shall be governed by the laws of the State of Washington and applicable Federal
laws.


     6.11 Severability. If any provision of the Plan or any Stock Option, Stock
Appreciation Right or Award is determined to be invalid, illegal or
unenforceable in any jurisdiction, or as to any person, or would disqualify the
Plan or any Option, Right or Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Option, Right or Award, such provision shall be stricken as to such
jurisdiction, person or Option, Right or Award, and the remainder of the Plan
and any such Option, Right or award shall remain in full force and effect.



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