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EXHIBIT 10(j)




Amended and Restated

Weyerhaeuser

Company

1998 Long-Term

Incentive Compensation Plan




Approved by Shareholders

April 16, 2002

As amended June 5, 2002 and

October 8, 2002 and October 8, 2003




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Table of Contents




	 	 	 	 	 	 	 	 	 	 	 
	ARTICLE I.   GENERAL	 	 	1	 
	 	1.1	 	 	Name of Plan	 	 	1	 
	 	1.2	 	 	Purposes	 	 	1	 
	 	1.3	 	 	Effective Date	 	 	1	 
	 	1.4	 	 	Number of Shares	 	 	1	 
	 	 	 	 	1.4.1

	 	Authorized Number of Shares
	 	 	1	 
	 	 	 	 	1.4.2

	 	Reuse of Shares
	 	 	1	 
	 	 	 	 	1.4.3

	 	Adjustment of Shares
	 	 	1	 
	 	1.5	 	 	Administration	 	 	2	 
	 	 	 	 	1.5.1

	 	Administration and Interpretation by the Committee
	 	 	2	 
	 	 	 	 	1.5.2

	 	Delegation
	 	 	2	 
	 	 	 	 	1.5.3

	 	Jurisdictions Outside the United States
	 	 	2	 
	ARTICLE II.   DEFINITIONS	 	 	2	 
	ARTICLE III.   STOCK OPTIONS; STOCK APPRECIATION RIGHTS	 	 	6	 
	 	3.1	 	 	Types of Stock Options	 	 	6	 
	 	 	 	 	3.1.1

	 	Types of Options
	 	 	6	 
	 	 	 	 	3.1.2

	 	Stock Appreciation Rights
	 	 	6	 
	 	 	 	 	3.1.3

	 	Exercise/Sell Election
	 	 	6	 
	 	 	 	 	3.1.4

	 	Exercise/Hold Election
	 	 	7	 
	 	3.2	 	 	Option Price	 	 	7	 
	 	3.3	 	 	Maximum Annual Award of Shares	 	 	7	 
	 	3.4	 	 	Vesting; Exercise Upon Termination of Employment	 	 	7	 
	 	 	 	 	3.4.1

	 	Initial Vesting Period
	 	 	7	 
	 	 	 	 	3.4.2

	 	Term of Options and Stock Appreciation Rights
	 	 	7	 
	 	 	 	 	3.4.3

	 	Exercise by Personal Representative
	 	 	7	 
	 	 	 	 	3.4.4

	 	Post-Termination Exercises
	 	 	7	 
	 	3.5	 	 	Payment for Shares	 	 	8	 
	 	 	 	 	3.5.1

	 	Form of Payment
	 	 	8	 
	 	3.6	 	 	Acquired Company Awards	 	 	8	 
	ARTICLE IV.   STOCK AWARDS	 	 	9	 
	 	4.1	 	 	Committee Authority	 	 	9	 
	 	4.2	 	 	Issuance of Shares	 	 	9	 
	 	4.3	 	 	Waiver of Restrictions	 	 	9	 
	 	4.4	 	 	Maximum Annual Stock Awards	 	 	9	 
	ARTICLE V.   PERFORMANCE SHARE AWARDS	 	 	9	 
	 	5.1	 	 	Performance Share Awards Authority	 	 	9	 
	 	5.2	 	 	Payout Upon Termination	 	 	10	 
	 	5.3	 	 	Maximum Amount of Performance Share Awards	 	 	10	 
	ARTICLE VI.   GENERAL	 	 	10	 
	 	6.1	 	 	Amendment and Termination of Plan	 	 	10	 







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	 	6.2	 	 	Continued Employment; Rights in Options and Awards	 	 	10	 
	 	6.3	 	 	Other Compensation Plans	 	 	11	 
	 	6.4	 	 	Certificates for Shares; Registration	 	 	11	 
	 	6.5	 	 	No Rights as Shareholder	 	 	11	 
	 	6.6	 	 	No Assignment or Transfer of Interests	 	 	11	 
	 	6.7	 	 	Compliance with Laws and Regulations	 	 	11	 
	 	6.8	 	 	Withholding of Taxes	 	 	11	 
	 	6.9	 	 	No Trust or Fund	 	 	11	 
	 	6.10	 	 	Governing Law	 	 	12	 
	 	6.11	 	 	Severability	 	 	12	 
	ARTICLE VII   CHANGE IN CONTROL	 	 	12	 
	 	7.1	 	 	Treatment of Outstanding Awards	 	 	12	 
	 	7.2	 	 	Termination, Amendment, and Modification of Change-in-Control Provisions	 	 	12	 
	 	7.3	 	 	Pooling of Interests Accounting	 	 	13	 







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Amended and Restated Weyerhaeuser Company

1998 Long-Term Incentive Compensation Plan




ARTICLE I. GENERAL




     1.1 Name of Plan. The name of the plan set forth herein is the
“Weyerhaeuser Company 1998 Long-Term Incentive Compensation Plan,” herein
called the “Plan.”



     1.2 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 motivate executives to focus on strategies that will increase
stock price over time.




     1.3 Effective Date. The effective date of the Plan is the date on which it
is approved by the shareholders of the Company at the annual meeting of
shareholders on April 21, 1998 or any adjournment thereof. The Plan shall have
no fixed expiration date.



     1.4 Number of Shares



           1.4.1 Authorized Number of Shares. The number of Shares that may be issued
under the Plan shall not exceed twenty million (20,000,000). Shares issued
pursuant to the Plan will be authorized and unissued Shares which may include
Shares which from time to time have been reacquired by the Company.



           1.4.2 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; (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, then 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.



           1.4.3 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
therefor 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 20,000,000 Shares set forth in Section
1.4.1 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.



     1.5 Administration



           1.5.1 Administration and Interpretation by the Committee. The Plan shall
be administered by the Committee. The Board shall consider in selecting members
of the Committee, the provisions regarding (a) “outside directors” as
contemplated by Section 162(m) of the Code and (b) “nonemployee directors” as
contemplated by Rule 16b-3 under the Exchange Act. 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.



           1.5.2 Delegation. The Board or the Committee may delegate the
responsibility for administering the Plan with respect to designated classes of
eligible Participants to a different committee or committees appointed by the
Board consisting of two or more members of the Board, subject to such
limitations as the Board or the Committee deems appropriate. The Committee may
delegate administrative duties to such of the officers of the Company as it so
determines.



           1.5.3 Jurisdictions Outside the United States. The Committee shall have
the authority and discretion to establish terms and conditions of awards as the
Committee determines to be necessary or appropriate to conform to applicable
requirements or practices of jurisdictions outside of the United States.



ARTICLE II. DEFINITIONS




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



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     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 “Beneficial Owner” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



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



     2.4 “Change in Control” or “CIC” of the Company shall be deemed to have
occurred as of the first day that any one or more of the following conditions
shall have been satisfied:




	 	 	 	(i)  Any Person, but excluding the Company and any subsidiary of the
Company and any employee benefit plan sponsored or maintained by
the Company or any subsidiary of the Company (including any trustee
of such plan acting as trustee), directly or indirectly, becomes
the Beneficial Owner of securities of the Company representing
twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding securities with respect to the election
of directors of the Company and such ownership continues for at
least a period of thirty (30) days (with the end of such period
being deemed the effective date of the CIC); or
	 
	 	 	 	(ii)  During any twenty-four (24) consecutive month period, the
individuals who, at the beginning of such period, constitute the
Board (the “Incumbent Directors”) cease for any reason other than
death to constitute at least a majority thereof, provided, however,
that a director who was not a director at the beginning of such
twenty-four (24) month period shall be deemed to have satisfied
such twenty-four (24) month requirement (and be an Incumbent
Director) if such director was elected by, or on the recommendation
of or with the approval of, at least two-thirds (2/3) of the
directors who then qualified as Incumbent Directors either actually
(because they were directors at the beginning of such period) or by
prior operation of the provisions of this Section 2(f); or
	 
	 	 	 	(iii)  There is consummated: (a) a plan of complete liquidation of
the Company; or (b) a sale or disposition of all or substantially
all the Company’s assets in one or a series of related
transactions; or (c) a merger, consolidation, or reorganization of
the Company with or involving any other corporation, other than a
merger, consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
more than sixty-five percent (65%) of the combined voting power of
the voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.”





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



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



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



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



     2.9 “Disability Retirement” means a termination that is due to Disability,
but does not satisfy the conditions of an Early Retirement or Retirement, and
the onset of Disability occurred on or after the date the Participant accrued
10 years of Vesting Service (as defined in the Weyerhaeuser Company Retirement
Plan for Salaried Employees) and, in the U.S., the Participant is eligible to
receive immediate or deferred Disability Retirement benefits pursuant to
Section 4.8 of the Weyerhaeuser Company Retirement Plan for Salaried Employees.



     2.10 “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.



     2.11 “Exchange Act” means the Securities Act of 1934 as amended from time
to time.



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



     2.13 “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 or such other
source the Committee deems reliable for the day.



     2.14 “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.



     2.15 “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.



     2.16 “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.



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



     2.18 “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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     2.19 “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.



     2.20 “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.



     2.21 “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.



     2.22 “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.



     2.23 “Person” shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a ‘group’ as defined in Section 13(d).



     2.24 “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.



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



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



     2.27 “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 fair market value per Share, as determined in Section 3.1.2, for
the date the Stock Appreciation Right is exercised over the Option Price per
Share.



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



     2.29 “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.



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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.” To the extent the aggregate Fair Market Value
(determined as of the Grant Date) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time during any calendar
year (under the Plan and all other stock option plans of the Company) exceeds
$100,000, such portion in excess of $100,000 shall be treated as a Nonqualified
Stock Option. In the event the participant holds two or more such Options that
become exercisable for the first time in the same calendar year, such
limitation shall be applied on the basis of the order in which such Options are
granted.



           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 cash equivalent to the difference per
Share between the fair market value and the Option Price, multiplied by the
number of Shares as to which the Stock Appreciation Right is exercised;
provided that for purposes of this Section 3.1.2, the fair market value per
Share shall be the market price at which Shares are trading on the New York
Stock Exchange as of the time the Stock Appreciation Right is exercised; and,
provided further, that the Committee shall have the sole discretion to
determine in any case or cases such other form in which payment will be made to
the Holder, 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 fair market value, as determined pursuant to the prior sentence, 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 sold through a Company-designated registered broker
in an open market transaction , 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: (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) the applicable tax withhholding due upon exercise of the
Option; or (B) have the number of Shares sold be the



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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.



           3.1.4 Exercise/Hold 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 plus any applicable tax withholding due upon the
exercise of the Option to be made to the Company. For purposes of determining
the amount to be paid to the Company under this Section 3.1.4 for applicable
tax withholding, the value of the Shares obtained upon exercise shall be deemed
to be the Fair Market Value per Share on the trading day immediately prior to
the exercise date.



     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 after such period as may be determined
by the Committee.



           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
3.4.2) from the Grant Date.



           3.4.4 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 after the date the Holder
ceases to be an employee of the Company or



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a Subsidiary only: (i) within three
years if the termination of the Holder’s employment is as a result of position
elimination or Disability, or (ii) within five years if the termination of the
Holder’s employment is coincident with Early Retirement or Disability
Retirement, or (iii) within the remaining term established by the Committee in
granting the Stock Option or Stock Appreciation Right if the termination of the
Holder’s employment is coincident with Retirement, or (iv) within three months
if termination of the Holder’s employment is for any reason other than position
elimination, Disability, Early Retirement or Retirement, but in no event shall
the Stock Option or Stock Appreciation Right be exercisable under this Section
3.4.4 later than ten years (or such shorter period determined under Section
3.4.2) 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 (including
payment in accordance with Section 3.1.3 and 3.1.4) or, unless otherwise
designated by the Committee at the time the Stock Option is granted, paid for
with Shares already owned by the Holder for at least six months (or any shorter
period necessary to avoid a charge to the Company’s earnings for financial
reporting purposes) in the manner designated by the Secretary of the Company,
valued at their Fair Market Value on the trading day immediately preceding the
exercise date. Such payment may be made by tendering by attestation Shares
already owned by the Holder that on the day immediately prior to the exercise
date have a Fair Market Value equal to the aggregate exercise price of the
Shares being purchased under the Option. No Shares shall be issued until such
payment in full of cash or previously owned Shares 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 Awards. Notwithstanding anything in the Plan to the
contrary, the Committee may grant Stock Options, Stock Appreciation Rights
and/or Awards under this Plan in substitution for equity or equity-based awards
issued under other plans, or assume under this Plan equity or equity-based
awards 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, Right or Award is substituted, or the old
award 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
connection with options designated as incentive stock options intended to
qualify under Section 422 of the Code. 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 equity or equity-based awards
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



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such awards shall be deemed to be
Participants and Holders; provided that the Committee may take any further
action with respect to such awards as may be necessary in connection with
Section 162(m) of the Code or Rule 16b-3 under the Exchange Act.



ARTICLE IV. 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; provided, however, that the maximum number
of shares that may be awarded as stock awards is 1,000,000 shares. 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.



     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




     5.1 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



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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.





     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 or the Committee may from
time to time discontinue or terminate the Plan and may from time to time amend,
modify, or otherwise alter
the Plan or any provision thereof without shareholder approval, except as
may be required to comply with the federal securities laws, the listing
requirements of a national securities exchange or the Internal Revenue Code;
provided, however, that no amendment may be made without shareholder approval
if such amendment would decrease the Option Price set by the Committee upon
grant of the Option, except for adjustments made pursuant to Section 1.4.3. 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. In addition, 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 the Participant or
employee of the Company or a Subsidiary any right to continued rights to
options or awards under the plan.



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     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. In interpreting and applying the
provisions of the Plan, any Stock Option granted as 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.



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     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.



ARTICLE VII      CHANGE IN CONTROL




     7.1 Treatment of Outstanding Awards. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under the applicable laws, or
by the rules and regulations of any governing governmental agencies or national
securities exchanges:




	 	 	 	(i)  Any and all Options and Stock Appreciation Rights shall become
immediately exercisable, and shall remain exercisable throughout
their entire term;
	 
	 	 	 	(ii)  Any restriction periods and restrictions imposed on Restricted
Stock Awards which are not performance-based shall lapse;
	 
	 	 	 	(iii)  The target payout opportunities attainable under all
outstanding Awards shall be deemed to have been fully earned for
the entire performance period(s) as of the effective date of the
Change in Control. The vesting of all Awards denominated in Shares
shall be accelerated as of the effective date of the Change in
Control, and there shall be paid out in cash to Participants within
thirty (30) days following the effective date of the Change in
Control a pro rata number of shares based upon an assumed
achievement of all relevant targeted performance goals and upon the
length of time within the performance period which has elapsed
prior to the Change in Control; provided, however, that there shall
not be an accelerated cash payout with respect to Awards which
qualify as “derivative securities” under Section 16 of the Exchange
Act which were granted less than six (6) months prior to the
effective date of the Change in Control.





     7.2 Termination, Amendment, and Modification of Change-in-Control
Provisions. Notwithstanding any other provision of this Plan (but subject to
the limitations of Section 6.1 hereof) or any award agreement provision, the
provisions of this Article 7 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant
with respect to said Participant’s outstanding Awards; provided, however, the
Committee, may



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terminate, amend, or modify this Article 7 at any time and from
time to time prior to the date of a Change in Control.



7.3 Pooling of Interests Accounting. Notwithstanding any other provision of
the Plan to the contrary, in the event that the consummation of a Change in
Control is contingent on using pooling of interests accounting methodology, the
Committee may take any action necessary to preserve the use of pooling of
interests accounting.




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