EXHIBIT 99.4

                                  Longview Fibre Company
                               Salaried 401(k) Savings Plan
                                 As Amended and Restated
                                Effective November 1, 2000


                                         CONTENTS

ARTICLE 1.  INTRODUCTION                                         1

ARTICLE 2.  DEFINITIONS                                          2

ARTICLE 3.  ELIGIBILITY                                         11
3.1	Eligibility                                             11
3.2	Ineligible Employees                                    11
3.3	Ineligible, Terminated or Former Participants           11

ARTICLE 4.  PARTICIPANT CONTRIBUTIONS                           12
4.1	Pre-Tax Contribution Election                           12
4.2	After-Tax Contribution Election                         12
4.3	Changing a Contribution Election                        12
4.4	Revoking and Resuming a Contribution Election           12
4.5	Contribution Percentage Limits                          12
4.6	Refunds When Contribution Dollar Limit Exceeded         13
4.7	Timing, Posting and Tax Considerations                  14

ARTICLE 5.  ROLLOVERS AND TRANSFERS                             15
5.1	Rollover Contributions                                  15
5.2	Transfers From and To Other Qualified Plans             15

ARTICLE 6.  MATCHING CONTRIBUTIONS                              17
6.1	Eligibility                                             17
6.2	Amount                                                  17
6.3	Timing, Medium and Posting                              17

ARTICLE 7.  ACCOUNTING                                          18
7.1	Individual Participant Accounting                       18
7.2	Allocation of Investment Gains and Losses               18
7.3	Accounting for Allocations                              18
7.4	Error Correction                                        18
7.5	Participant Statements                                  19
7.6	Special Accounting During Conversion Period             19
7.7	Accounts for Alternate Payees                           19

ARTICLE 8.  INVESTMENT FUNDS AND ELECTIONS                      20
8.1	Investment Funds                                        20
8.2	Responsibility for Investment Choice                    20
8.3	Investment Fund Elections                               20

ARTICLE 9.  VESTING AND FORFEITURES                             22
9.1	Fully Vested Accounts                                   22
9.2	Full Vesting Upon Certain Events                        22
9.3	Vesting Schedule                                        22
9.4	Non-Vested Account Balances of Terminated Participants  22
9.5	Forfeitures of Non-Vested Account Balances Upon
        Certain Events                                          23
9.6	Use of Forfeiture Amounts                               23
9.7	Rehired Employees                                       23

ARTICLE 10.  PARTICIPANT LOANS                                  25
10.1	Participant Loans Permitted                             25
10.2	Loan Application, Note and Security                     25
10.3	Spousal Consent                                         25
10.4	Loan Approval                                           25
10.5	Loan Funding Limits, Account Sources and Funding Order  25
10.6	Maximum Number of Loans                                 26
10.7	Source and Timing of Loan Funding                       26
10.8	Interest Rate                                           26
10.9	Loan Payment                                            26
10.10	Loan Payment Hierarchy                                  26
10.11	Repayment Suspension                                    26
10.12	Loan Default                                            27
10.13	Termination of Employment or of Plan                    27

ARTICLE 11.  IN-SERVICE WITHDRAWALS                             28
11.1	Hardship Withdrawals                                    28
11.2	After-Tax Contribution Account Withdrawals              30
11.3	Over Age 59 1/2 Withdrawals                             30
11.4	Spousal Consent                                         31
11.5	In-Service Withdrawal Approval                          31
11.6	Payment Form and Medium                                 31
11.7	Source and Timing of In-Service Withdrawal Funding	31
11.8	Additional Rules                                        32

ARTICLE 12.  PAYMENT OF BENEFITS                                33

12.1	Time of Distribution                                    33
12.2	Amount of Distribution                                  34
12.3	Form and Medium of Payment                              34
12.4	Special Rules for Death Benefits                        34
12.5	Notice to Participant                                   35
12.6	Minimum Distribution and Incidental Benefit
        Requirements                                            36
12.7	Incompetent Participant or Beneficiary                  36
12.8	Beneficiary Dispute                                     37
12.9	Divestitures                                            37

ARTICLE 13.  ADP AND ACP TESTS                                  38
13.1	Contribution Limitation Definitions                     38
13.2	ADP and ACP Tests                                       40
13.3	Correction of ADP and ACP Tests.                        40
13.4	Multiple Use Test                                       41
13.5	Correction of Multiple Use Test                         42
13.6	Adjustment for Investment Gain or Loss                  42
13.7	Testing Responsibilities and Required Records           42
13.8	Separate Testing                                        42

ARTICLE 14.  MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS	43
14.1	"Annual Addition" Defined	                        43
14.2	Maximum Annual Addition                                 43
14.3	Avoiding an Excess Annual Addition	                43
14.4	Correcting an Excess Annual Addition                    43
14.5	Correcting a Multiple Plan Excess                       44

ARTICLE 15.  TOP HEAVY RULES                                    45
15.1	Top Heavy Definitions                                   45
15.2	Special Contributions                                   46
15.3	Special Vesting                                         46

ARTICLE 16.  PLAN ADMINISTRATION                                48
16.1	Company is ERISA Plan Administrator                     48
16.2	Authority of Administrator                              48
16.3	Actions Conclusive                                      49
16.4	Advisors May be Retained                                49
16.5	Furnishing of Information                               49
16.6	Claims Procedure                                        49
16.7	Delegation of Administrator Duties                      52
16.8	Committee Operating Rules                               52
16.9	Liability and Indemnification                           53
16.10	Agent for Service of Process                            53
16.11	Authority to Act for Company                            53

ARTICLE 17.  TRUST                                              54
17.1	Trust Agreement                                         54
17.2	Expenses                                                54

ARTICLE 18.  AMENDMENT, MERGER AND TERMINATION                  55
18.1	Amendment                                               55
18.2	Merger                                                  56
18.3	Plan Termination and Complete Discontinuance of
        Contributions                                           56
18.4	Termination of Employer's Participation                 56

ARTICLE 19.  MISCELLANEOUS                                      58
19.1	Exclusive Benefit                                       58
19.2	No Rights                                               58
19.3	Fiduciary Liability                                     58
19.4	Limited Return of Contributions                         58
19.5	Qualified Military Service                              59
19.6	Assignment and Alienation                               59
19.7	Missing Participant or Beneficiary                      59
19.8	Suspension of Certain Plan Provisions During
        Conversion Period                                       59
19.9	QDRO Procedures                                         60
19.10	Construction                                            60
19.11	Jurisdiction and Severability                           61


                       ARTICLE 1.  INTRODUCTION

This document amends and restates the Longview Fibre Company Salaried
401(k) Savings Plan (formerly known as the Longview Fibre Company
Salaried Savings Plan with 401(k) Provisions) (the "Plan"), which was
originally effective June 1, 1977, to comply with changes in the laws
governing tax-qualified pension plans contained in the Uruguay Round
Agreements Act of 1994, the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Small Business Job Protection Act
of 1996, the Taxpayer Relief Act of 1997 and the Internal Revenue
Service Restructuring and Reform Act of 1998, collectively referred to
as "GUST."  The Plan is a profit sharing plan with a cash or deferred
arrangement that is intended to be qualified under Code sections 401(a)
and 401(k).

The Trust that holds the Plan's assets is intended to be exempt from
taxation under Code section 501(a).  All Trust assets held under the
Plan shall be administered, distributed and otherwise governed by the
provisions of the Plan and the related Trust Agreement, which
constitutes a part of the Plan.

Except as specifically provided otherwise herein, this amendment and
restatement is effective as of November 1, 2000 and applies to any
person who completes an Hour of Service as an Eligible Employee on or
after such date.  The rights and benefits of any person generally will
be governed by the terms of the Plan as in effect at the time such
person ceases to be an Eligible Employee.  Notwithstanding the
foregoing, the investment and distribution provisions hereof apply to
all Participants with vested Account balances after November 1, 2000.

                       ARTICLE 2.  DEFINITIONS

When capitalized, the words and phrases below have the following
meanings unless different meanings are clearly required by the context:

2.1	"Account":  The records maintained by the Administrator for
purposes of accounting for a Participant's interest in the Plan.
"Account" may refer to one or all of the following accounts which
have been created on behalf of a Participant to hold amounts
attributable to specific types of Contributions under the Plan,
contributions previously permitted under the Plan and/or amounts
transferred to the Plan from the Hourly Plan and/or the Branch
Plant Hourly Plan on behalf of a Participant who was formerly
eligible to participate in the Hourly Plan and/or the Branch Plant
Hourly Plan:

(a)	"Pre-Tax Contribution Account":  An account created to hold
amounts attributable to Pre-Tax Contributions and amounts
transferred from the Hourly Plan and/or the Branch Plant
Hourly Plan designated as "Pre-Tax Contribution Account"
amounts thereunder.

(b)	"After-Tax Contribution Account":  An account created to
hold amounts attributable to After-Tax Contributions and
amounts transferred from the Hourly Plan and/or the Branch
Plant Hourly Plan designated as "After-Tax Contribution
Account" amounts thereunder.

(c)	"Rollover Account":  An account created to hold amounts
attributable to Rollover Contributions and amounts
transferred from the Hourly Plan and/or the Branch Plant
Hourly Plan designated as "Rollover Account" amounts
thereunder.

(d)	"Matching Contribution Account":  An account created to hold
amounts attributable to Matching Contributions for periods
after October 31, 1990 and amounts transferred from the
Hourly Plan and/or the Branch Plant Hourly Plan designated
as "Matching Contribution Account" amounts thereunder.

(e)	"Prior Matching Contribution Account":  An account created
to hold amounts attributable to amounts previously
contributed by the Employer for periods prior to November 1,
1990 on an eligible Participant's behalf based upon the
amount contributed by the Participant under former Plan
provisions.

(f)	"PAYSOP Account":  An account created to hold amounts
attributable to amounts previously contributed by the
Employer on an eligible Participant's behalf and allocated
on a pay based formula under former Plan provisions.

2.2	"ACP":  The percentage calculated in accordance with Section 13.1.

2.3	"Administrator":  The Company or the Committee to whom the Company
has delegated all or a portion of the duties of the Administrator
under the Plan in accordance with Section 16.7 or any delegate of
the Committee.

2.4	"ADP":  The percentage calculated in accordance with Section 13.1.

2.5	"Alternate Payee":  Any spouse, former spouse, child or other
dependent (as defined in Code section 152) of a Participant who is
recognized by a domestic relations order as having a right to
receive all, or a portion, of the Participant's Account under the
Plan.

2.6	"Beneficiary":  The person or persons who is to receive benefits
under the Plan after the death of the Participant pursuant to the
"Beneficiary Designation" paragraph in Section 12.4.

2.7	"Board":  The board of directors of the Company.

2.8	"Branch Plant Hourly Plan":  The Longview Fibre Company Branch
Plant Hourly Employees' 401(k) Plan, a qualified profit sharing
plan including a cash or deferred arrangement, originally
established March 1, 1993.

2.9	"Break in Service":  The fifth anniversary (or sixth anniversary
if absence from employment was due to a Parental Leave) of the
Participant's Severance Date; provided the Participant is not
credited with an Hour of Service during such five-year (or six-
year, as applicable) period.

2.10	"Code":  The Internal Revenue Code of 1986, as amended.  Reference
to any specific Code section shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of
any future legislation amending, supplementing or superseding such
section.

2.11	"Committee":  The committee or committees appointed by the
Administrator to administer the Plan in accordance with Section
16.7.

2.12	"Company":  Longview Fibre Company or any successor by merger,
purchase or otherwise.

2.13	"Company Stock":  Shares of common stock of the Company, its
predecessor(s), or its successors or assigns, or any corporation
with or into which said corporation may be merged, consolidated or
reorganized, or to which a majority of its assets may be sold.

2.14	"Company Stock Fund":  The Investment Fund comprised of Company
Stock and cash or other investments sufficient to satisfy such
Investment Fund's liquidity and disbursement needs.  The Trustee
is authorized to invest up to 100% of the Plan's assets in Company
Stock.

2.15	"Compensation":  Wages (within the meaning of Code section
3401(a)) and all other payments of compensation to an Employee by
a Related Company (in the course of the Related Company's trade or
business) for which the Related Company is required to furnish the
Employee a written statement under Code section 6041(d), 6051(d)
or 6052, increased by the amount of any (1) Pre-Tax Contributions,
(2) any other elective deferrals within the meaning of Code
section 402(g)(3) made by the Participant to a plan maintained by
a Related Company, and (3) any other amount that is contributed or
deferred by a Related Company at the election of the Participant
and that is not includible in the gross income of the Participant
by reason of Code section 125 (cafeteria plan) or Code
section 132(f)(4) (qualified transportation fringes).
Notwithstanding the foregoing, for purposes of determining
benefits under the Plan, a Participant's Compensation for a Plan
Year shall not exceed the limit in effect for such Plan Year under
Code section 401(a)(17) (as adjusted for cost of living increases
pursuant to Code section 401(a)(17)(B)).

For purposes of determining HCEs and key employees and for
purposes of Section 14.2, Compensation for the entire Plan Year
shall be used.  For purposes of determining ADP and ACP,
(1) Compensation shall be limited to amounts paid to an Eligible
Employee while a Participant, unless the Administrator elects to
use Compensation for the entire Plan Year, (2) the Company may
elect to include or to exclude Pre-Tax Contributions provided such
election is consistent and uniform with respect to all Employees
and all plans of the Employer for any particular Plan Year, and
(3) the Company may elect to use any other definition of
Compensation that satisfies the requirements of Code section
414(s) and the Treasury regulations issued thereunder.

2.16	"Contribution":  An amount contributed to the Plan by the Employer
or an Eligible Employee, and allocated by contribution type to
Participants' Accounts, as described in Section 2.1.  Specific
types of contribution include:

(a)	"Pre-Tax Contribution":  An amount contributed by an
eligible Participant in conjunction with his Code section
401(k) salary deferral election which shall be treated as
made by the Employer on the eligible Participant's behalf.

(b)	"After-Tax Contribution":  An amount contributed by an
eligible Participant on an after-tax basis.

(c)	"Rollover Contribution":  An amount contributed by an
Eligible Employee which originated from another employer's
or an Employer's qualified plan.

(d)	"Matching Contribution":  An amount contributed by the
Employer on an eligible Participant's behalf based upon the
amount contributed by the eligible Participant.

2.17	"Contribution Dollar Limit":  The annual limit placed on each
Participant's Pre-Tax Contributions (and other elective deferrals)
by Code section 402(g) (as adjusted for cost of living increases
pursuant to Code section 402(g)(5))  ($10,500 for 2000).

2.18	"Conversion Period":  The period of converting the prior
accounting system of any plan and trust which is merged, in whole
or in part, into the Plan and Trust, to the accounting system
described in Article 7.

2.19	"Direct Rollover":  An Eligible Rollover Distribution that is paid
by the Plan directly to an Eligible Retirement Plan for the
benefit of a Distributee.

2.20	"Disability":  A Participant's total and permanent, mental or
physical disability resulting in termination of employment as
evidenced by presentation of medical evidence satisfactory to the
Administrator.

2.21	"Distributee":  A Participant, a Beneficiary (if he is the
surviving spouse of a Participant) or an Alternate Payee under a
QDRO (if he is the spouse or former spouse of a Participant).

2.22	"Eligible Employee":  An Employee of an Employer other than an
Employee (a) who is employed as an hourly Employee at the Waltham,
Massachusetts, branch; (b) who is a member of a unit of employees
covered by a collective bargaining agreement, (c) who is a
nonresident alien with no U.S.-source earned income (within the
meaning of Code section 911(d)(2)) from the Related Companies,
(d) who is not treated by an Employer as an employee for payroll
tax purposes at the time he performs services for the Employer,
but who is subsequently determined by a government agency, by the
conclusion or settlement of threatened or pending litigation, or
otherwise to have been an Employee of an Employer during such
period, (e) a Leased Employee, or (f) any Employee who would be a
Leased Employee were he not a common law employee of an Employer.
Notwithstanding the foregoing, an Employee of a business that is
merged or liquidated into, or whose assets or equity interests are
acquired by, an Employer will become an Eligible Employee at such
time as is determined by the board of directors of such Employer.

2.23	"Eligible Retirement Plan":  An individual retirement account
described in Code section 408(a), an individual retirement annuity
described in Code section 408(b), an annuity plan described in
Code section 403(a), or a qualified trust described in Code
section 401(a), that accepts a Distributee's Eligible Rollover
Distribution, except that, if the Distributee is the surviving
spouse of a Participant, an Eligible Retirement Plan is an
individual retirement account or individual retirement annuity.

2.24	"Eligible Rollover Distribution":  A distribution of all or any
portion of the balance to the credit of a Distributee, excluding
(i) a distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the
life (or life expectancy) of the Distributee or the joint lives
(or joint life expectancies) of the Distributee and the
Distributee's designated Beneficiary, or for a specified period of
ten years or more; (ii) a distribution to the extent such
distribution is required under Code section 401(a)(9); (iii) the
portion of a distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to Employer securities); (iv) any
portion of a hardship withdrawal pursuant to Section 11.7 hereof
made from a Participant's Pre-Tax Contributions Account after
December 31, 1999; and (v) any other distribution identified in
the Code or in regulations, notices or other materials promulgated
by the Internal Revenue Service as not constituting an eligible
rollover distribution.

2.25	"Employee":  An individual who is:

(a)	a common law employee of a Related Company, or

(b)	a Leased Employee.

2.26	"Employer":  The Company and any other Related Company which
adopts the Plan with the approval of the Company.  The Company
shall be empowered to act for, and on behalf of, any Employer in
all matters respecting the Plan and/or the Trust and any action
taken by the Company with respect thereto shall automatically
include, and be binding upon, each Employer.

2.27	"ERISA":  The Employee Retirement Income Security Act of 1974, as
amended.  Reference to any specific ERISA section shall include
such section, any valid regulation promulgated thereunder, and any
comparable provision of any future legislation amending,
supplementing or superseding such section.

2.28	"Former Participant":  The Plan status of an individual after he
has been determined to be a Terminated Participant and his Account
has been completely distributed or forfeited.

2.29	"HCE" or "Highly Compensated Employee":  An Employee described as
a Highly Compensated Employee in Section 13.1.

2.30	"Hour of Service":  Each hour for which an Employee is entitled
to:

(a)	payment for the performance of duties for any Related
Company; or

(b)	back pay, irrespective of mitigation of damages, by award or
agreement with any Related Company (and these hours shall be
credited to the period to which the award or agreement
pertains).

The crediting of Hours of Service shall be in accordance with the
U.S. Department of Labor regulation sections 2530.200b-2 and 3.
Actual hours shall be used whenever an accurate record of hours
are maintained for an Employee.  Otherwise, an equivalent number
of hours shall be credited for each payroll period in which the
Employee would be credited with at least one Hour of Service.  The
payroll period equivalencies are 45 hours weekly, 90 hours
biweekly, 95 hours semimonthly and 190 hours monthly.

If an individual is hired as an Employee by the Company or an
Affiliate after performing services for the Company or an
Affiliate under circumstances that would have caused the
individual to be a Leased Employee, except that he had provided
those service to the Company or Affiliate for less than 12 months,
then such service shall be included in the determination of such
Employee's Hours of Service for eligibility and/or vesting
purposes to the extent required by Code section 414(n)(4)(B).

An Employee's service with a predecessor or acquired company shall
only be counted in the determination of his Hours of Service for
eligibility and/or vesting purposes if (1) the Company directs
that credit for such service be granted, or (2) a qualified plan
of the predecessor or acquired company is subsequently maintained
by any Related Company.

2.31	"Hourly Plan":  The Longview Fibre Company Hourly Employees 401(k)
Plan, a qualified profit sharing plan including a cash or deferred
arrangement, originally established June 3, 1985.

2.32	"Ineligible Participant":  The Plan status of a Participant who is
(1) an Employee of a Related Company which is not then an
Employer, or (2) an Employee of an Employer, but not an Eligible
Employee.

2.33	"Investment Fund":  An investment fund as described in Section
8.1.

2.34	"Leased Employee":  An individual, not otherwise an Employee, who,
pursuant to an agreement between a Related Company and a leasing
organization, has performed, on a substantially full-time basis,
for a period of at least 12 months, services under the primary
direction or control of the Related Company, unless:

(a)	the individual is covered by a money purchase pension plan
maintained by the leasing organization and meeting the
requirements of Code section 414(n)(5)(B), and

(b)	such individuals do not constitute more than 20% of all Non-
Highly Compensated Employees of all Related Companies
(within the meaning of Code section 414(n)(5)(C)(ii)).

2.35	"Leave of Absence":  A period during which an individual is deemed
to be an Employee, but is absent from active employment, provided
that the absence:

(a)	was authorized by a Related Company; or

(b)	was due to military service in the United States armed
forces and the individual returns to active employment
within the period during which he retains employment rights
under federal law.

2.36	"Loan Account":  The record maintained for purposes of accounting
for a Participant's loan and payments of principal and interest
thereon.

2.37	"NHCE" or "Non-Highly Compensated Employee":  An Employee
described as a Non-Highly Compensated Employee in Section 13.1.

2.38	"Normal Retirement Date":  The date of a Participant's 65th
birthday.

2.39	"Owner":  A person with an ownership interest in the capital,
profits, outstanding stock or voting power of a Related Company
within the meaning of Code section 318 or 416 (which exclude
indirect ownership through a qualified plan).

2.40	"Parental Leave":  A period during which the Employee is absent
from work due to (1) the pregnancy of such Employee, (2) the birth
of a child of such Employee, (3) the placement of a child with
such Employee in connection with the adoption of such child by
such Employee, or (4) caring for a child of such Employee
immediately following the birth or adoption of such child.

2.41	"Participant":  The Plan status of an Eligible Employee after he
completes the eligibility requirements and enters the Plan as
described in Section 3.1 and any individual for whom assets have
been transferred from a predecessor plan merged, in whole or in
part, with the Plan.  An Eligible Employee who makes a Rollover
Contribution prior to completing the eligibility requirements as
described in Section 3.1 shall also be considered a Participant,
except that he shall not be considered a Participant for purposes
of Plan provisions related to Contributions, other than a Rollover
Contribution, until he completes the eligibility requirements and
enters the Plan as described in Section 3.1.  A Participant's
participation continues until his employment with all Related
Companies ends and his Account is distributed or forfeited.

2.42	"Pay":  All cash compensation paid to an Eligible Employee by an
Employer while he is a Participant during the current period.  Pay
excludes reimbursements or other expense allowances, cash and non-
cash fringe benefits, moving expenses, commendation awards,
deferred compensation and welfare benefits.  Pay is neither
increased by any salary credit or decreased by any salary
reduction pursuant to Code sections 125 or 402(e)(3).
Notwithstanding the foregoing, a Participant's Pay for a Plan Year
shall not exceed the limit in effect for such Plan Year under Code
section 401(a)(17) (as adjusted for cost of living increases
pursuant to Code section 401(a)(17)(B)).

2.43	"Period of Employment":  The period beginning on the date an
Employee first performs an Hour of Service and ending on his
Severance Date.  The period of absence starting on an Employee's
Severance Date and ending on the date the Employee next performs
an Hour of Service is (1) included in the Employee's Period of
Employment if the period of absence does not exceed one year, and
(2) excluded from the Employee's Period of Employment if the
period of absence exceeds one year.

If an individual is hired as an Employee by the Company or an
Affiliate after performing services for the Company or an
Affiliate under circumstances that would have caused the
individual to be a Leased Employee, except that he had provided
those service to the Company or Affiliate for less than 12 months,
then such service shall be included in the determination of such
Employee's Period of Employment for eligibility and/or vesting
purposes to the extent required by Code section 414(n)(4)(B).

An Employee's service with a predecessor or acquired company shall
only be counted in the determination of his Period of Employment
for eligibility and/or vesting purposes if (1) the Company directs
that credit for such service be granted, or (2) a qualified plan
of the predecessor or acquired company is subsequently maintained
by any Related Company.

2.44	"Plan":  The Longview Fibre Company Salaried 401(k) Savings Plan
(formerly known, among other things, as the Longview Fibre Company
Salaried Savings Plan with 401(k) Provisions) set forth in this
document, as from time to time amended.

2.45	"Plan Year":  The 12-consecutive-month period beginning each
November 1 and ending on the following October 31, which shall be
the annual accounting period of the Plan.

2.46	"QDRO":  A domestic relations order which the Administrator has
determined to be a qualified domestic relations order within the
meaning of Code section 414(p).

2.47	"Related Company":  The Company and any other corporation, trade
or business which is, together with the Company, a member of the
same controlled group of corporations, a trade or business under
common control, or an affiliated service group within the meaning
of Code sections 414(b), (c), (m) or (o), except that for purposes
of Article 14 "within the meaning of Code sections 414(b), (c),
(m) or (o), as modified by Code section 415(h)" shall be
substituted for the preceding reference to "within the meaning of
Code sections 414(b), (c), (m) or (o)."

2.48	"Required Beginning Date":  The latest date benefit payments shall
commence to a Participant.  Such date shall be the April 1 of the
calendar year immediately following the later of the calendar year
in which the Participant retires from employment with all Related
Companies or the calendar year in which the Participant attains
age 70 1/2; provided, that if a Participant is a "5% Owner" (as
defined below) with respect to the calendar year in which the
Participant attains age 70 1/2, then the Participant's Required
Beginning Date is April 1 of the calendar year immediately
following the calendar year in which the Participant attains age
70 1/2.

(a)	Any Participant (other than a 5% Owner) who attained age 70 1/2
in years after 1995 and before January 1, 2003 may elect by
April 1 of the calendar year following the year in which the
Participant attained age 70 1/2, (or by December 31, 1997, in
the case of a Participant attaining age 70 1/2 in 1996) to
defer distributions until April 1 of the calendar year
following the calendar year in which the Participant
retires.  If no such election is made, the Participant will
begin receiving distributions by the April 1 of the calendar
year following the calendar year in which the Participant
attained age 70 1/2 (or by December 31, 1997, in the case of a
Participant attaining age 70 1/2 in 1996.)

(b)	Any Participant (other than a 5% Owner) who attained age 70 1/2
in a year prior to 1997 may elect to stop distributions and
recommence benefit payments by April 1 of the calendar year
following the calendar year in which the Participant
retires.

A Participant shall be considered a 5% Owner for the purpose of
this Section 2.48 if such Participant is a 5% Owner as defined in
Code section 416(i) at any time during the Plan Year ending with
or within the calendar year in which such owner attains age 70 1/2.
Once minimum required distributions begin to a 5% Owner, they must
continue to be distributed even if the Participant ceased to be a
5% Owner in a subsequent year.

2.49	"Severance Date":  The earlier of (1) the date on which the
Employee's employment with all Related Companies terminates
because the Employee quits, is discharged, retires or dies, and
(2) the first anniversary of the date on which the Employee
commences a continuous absence from active employment with the
Related Companies for any other reason, such as vacation, holiday,
sickness, disability, Leave of Absence or layoff.

2.50	"Terminated Participant":  The Plan status of a Participant who is
not an Employee and with respect to whom the Administrator has
reported to the Trustee that the Participant's employment has
terminated with all Related Companies.

2.51	"Transition Account":  An account consisting of the sum of the
sub-accounts of individual non-vested Account balances of
Terminated Participants.

2.52	"Trust":  The trust established pursuant to this Plan for the
purposes of holding the assets of the Plan.  The terms of the
Trust are set forth in the Trust Agreement.

2.53	"Trust Agreement":  The separate legal document executed between
the Company and the Trustee, which describes and governs the
Trustee's responsibilities related to the Plan.  The Trust
Agreement constitutes a part of the Plan and its terms are
incorporated herein by reference.

2.54	"Trustee":  The person(s) or entity(ies) designated by the Company
to serve as trustee of the Trust.

2.55	"Valuation Date":  Each day the New York Stock Exchange is open
for trading.

2.56	"Year of Vesting Service":  A 12-month Period of Employment.
Years of Vesting Service shall include service credited prior to
June 1, 1977.

                        ARTICLE 3.  ELIGIBILITY

3.1	Eligibility

All individuals who were Participants as of October 31, 2000 shall
continue as Participants hereunder.  Each Eligible Employee who
was not a Participant as of October 31, 2000 shall become a
Participant on the first day of the first month commencing after
the date he completes a 12-consecutive-month eligibility period
during which he is credited with at least 870 Hours of Service,
provided he is an Eligible Employee on such date.  An Employee's
initial eligibility period begins on the date he first performs an
Hour of Service.  If the Employee fails to complete 870 Hours of
Service during his initial eligibility period, subsequent
eligibility periods begin on the first day of each Plan Year
commencing after the date on which the Employee first performs an
Hour of Service.

3.2	Ineligible Employees

If an Employee completes the above eligibility requirements, but
is not an Eligible Employee at the time participation would
otherwise begin (if he were an Eligible Employee), he shall become
a Participant on the first subsequent date on which he is an
Eligible Employee.

3.3	Ineligible, Terminated or Former Participants

An Ineligible, Terminated or Former Participant may not make or
share in any Contributions, other than such Contributions due to
be made on his behalf after the date he became an Ineligible,
Terminated or Former Participant for periods prior to such date,
nor may an Ineligible or Terminated Participant be eligible for a
new Plan loan (except as described in Section 10.1), during the
period he is an Ineligible or Terminated Participant, but he shall
continue to participate for all other purposes.  An Ineligible,
Terminated or Former Participant shall automatically become an
active Participant on the date he again becomes an Eligible
Employee.

                  ARTICLE 4.  PARTICIPANT CONTRIBUTIONS

4.1	Pre-Tax Contribution Election

Upon becoming a Participant, an Eligible Employee may elect to
reduce his Pay by an amount which does not exceed the Contribution
Dollar Limit or any other limits established by the Administrator
pursuant to Section 4.5, and have such amount contributed to the
Plan by the Employer as a Pre-Tax Contribution.  The election
shall be made in such manner and with such advance notice as
prescribed by the Administrator and may be limited to a whole
percentage of Pay.  Pre-Tax Contributions shall be deducted from
the Participant's Pay prior to the imposition of federal and state
income taxes.

4.2	After-Tax Contribution Election

Upon becoming a Participant, an Eligible Employee may elect to
make After-Tax Contributions to the Plan in an amount which does
not exceed any limits established by the Administrator pursuant to
Section 4.5.  The election shall be made in such manner and with
such advance notice as prescribed by the Administrator and may be
limited to a whole percentage of Pay.  After-Tax Contributions
shall be deducted from the Participant's Pay after the imposition
of federal and state income taxes.

4.3	Changing a Contribution Election

A Participant who is an Eligible Employee may change his
Contribution election at any time in such manner and with such
advance notice as prescribed by the Administrator, and such
election change shall be effective with the first payroll paid
after such date (or as soon as administratively practicable
thereafter).  A Participant's Contribution election made as a
percentage of Pay shall automatically apply to Pay increases or
decreases.

4.4	Revoking and Resuming a Contribution Election

A Participant may revoke his Contribution election at any time in
such manner and with such advance notice as prescribed by the
Administrator, and such revocation shall be effective with the
first payroll paid after such date (or as soon as administratively
practicable thereafter).

A Participant who has revoked his Contribution election and who is
an Eligible Employee may resume Contributions by making a new
election at any time in such manner and with such advance notice
as prescribed by the Administrator, and such election shall be
effective with the first payroll paid after such date (or as soon
as administratively practicable thereafter).

4.5	Contribution Percentage Limits

The Administrator may establish and change from time to time,
separate minimum and maximum Pre-Tax and After-Tax Contribution
percentages and/or a maximum combined Pre-Tax and After-Tax
Contribution percentage, prospectively or retrospectively (for the
current Plan Year), for all Participants.  In addition, the
Administrator may establish any lower percentage limits for Highly
Compensated Employees as it deems necessary to satisfy the tests
described in Article 13.

4.6	Refunds When Contribution Dollar Limit Exceeded

The amount of Pre-Tax Contributions and comparable contributions
to other plans maintained by the Related Companies made on behalf
of a Participant for a calendar year may not exceed the
Contribution Dollar Limit in effect for such calendar year.  If
the Administrator determines that the Pre-Tax Contributions made
on behalf of a Participant (when combined with comparable
contributions made for such calendar on behalf of such Participant
to other plans maintained by the Related Companies) would exceed
the Contribution Dollar Limit for such calendar year, then the
Employer will not make any additional Pre-Tax Contributions to the
Plan on behalf of that Participant for the remainder of that
calendar year, paying in cash to the Participant any amounts that
would result in the Pre-Tax Contributions made on behalf of the
Participant for the calendar year exceeding the Contribution
Dollar Limit.  If the Administrator determines that the Pre-Tax
Contributions already contributed to the Plan for a calendar year
on behalf of a Participant (when combined with comparable
contributions made for such calendar on behalf of such Participant
to other plans maintained by the Related Companies) exceed the
Contribution Dollar Limit, the Administrator will direct the
Trustee to distribute the amount of Pre-Tax Contributions in
excess of the Compensation Dollar Limit, adjusted for investment
gain or loss, to the Participant no later than the April 15
following the end of the calendar year in which the excess
occurred.  The excess amount shall first be taken from unmatched
Pre-Tax Contributions and then from matched Pre-Tax Contributions.
Any Matching Contributions attributable to excess Pre-Tax
Contributions refunded under this Section 4.6(a), adjusted for
investment gain or loss, shall be forfeited and used as described
in Article 9.  Refunds and forfeitures shall not include
investment gain or loss for the period between the end of the
applicable calendar year and the date of distribution or
forfeiture.

A Participant who makes Pre-Tax Contributions for a calendar year
to the Plan and comparable contributions to any other qualified
defined contribution plan, simplified employee pension plan,
SIMPLE retirement account plan or tax-sheltered annuity,
irrespective of whether a Related Company maintains such other
plan, in excess of the Contribution Dollar Limit may notify the
Administrator in writing by the following March 1 that an excess
has occurred and the amount of such excess such Participant
attributes to the Plan.  If the Administrator receives timely
notice from the Participant, the amount of the excess attributed
to the Plan by the Participant, adjusted for investment gain or
loss, shall be refunded to the Participant by the April 15
following the year of deferral and shall not be included as an
Annual Addition (as defined in Section 14.1) under Code section
415 for the year contributed.  The excess amounts shall first be
taken from unmatched Pre-Tax Contributions and then from matched
Pre-Tax Contributions.  Any Matching Contributions attributable to
excess Pre-Tax Contributions refunded under this Section 4.6(b),
adjusted for investment gain or loss, shall be forfeited and used
as described in Article 9.  Refunds and forfeitures shall not
include investment gain or loss for the period between the end of
the applicable calendar year and the date of distribution or
forfeiture.

The Administrator shall reduce the amount of excess Pre-Tax
Contributions to be refunded pursuant to this Section 4.6(c) to a
Participant for a calendar year by the amount of Pre-Tax
Contributions previously distributed pursuant to Section 13.3 to
the Participant for the Plan Year beginning with or within such
calendar year.

4.7	Timing, Posting and Tax Considerations

Pre-Tax Contributions and After-Tax Contributions may only be made
through payroll deduction.  Such amounts shall be paid to the
Trustee in cash and posted to each Participant's Account(s) as
soon as such amounts can reasonably be separated from the
Employer's general assets and balanced against the specific amount
made on behalf of each Participant.  In no event, however, shall
such amounts be paid to the Trustee more than 15 business days
following the end of the month that includes the date amounts are
deducted from a Participant's Pay (or as that maximum period may
be otherwise extended by ERISA).  Pre-Tax Contributions shall be
treated as Contributions made by an Employer in determining tax
deductions under Code section 404(a).

                ARTICLE 5.  ROLLOVERS AND TRANSFERS

5.1	Rollover Contributions

The Administrator may authorize the Trustee to accept a Rollover
Contribution in cash, directly from an Eligible Employee or as a
Direct Rollover from another qualified plan on behalf of the
Eligible Employee, even if he is not yet a Participant.  The
Employee shall be responsible for providing satisfactory evidence,
in such manner as prescribed by the Administrator, that such
Rollover Contribution qualifies as a rollover contribution, within
the meaning of Code section 402(c) or 408(d)(3)(A)(ii).  Such
amounts received directly from an Eligible Employee must be paid
to the Trustee in cash within 60 days after the date received by
the Eligible Employee from a qualified plan or conduit individual
retirement account.  Rollover Contributions shall be posted to the
Eligible Employee's Rollover Account as of the date received by
the Trustee.

If the Administrator later determines that an amount contributed
pursuant to the above paragraph did not in fact qualify as a
rollover contribution, within the meaning of Code section 402(c)
or 408(d)(3)(A)(ii), the balance credited to the Participant's
Rollover Account shall immediately be (1) segregated from all
other Plan assets, (2) treated as a nonqualified trust established
by and for the benefit of the Participant, and (3) distributed to
the Participant.  Any such amount shall be deemed never to have
been a part of the Plan.

5.2	Transfers From and To Other Qualified Plans

The Administrator may instruct the Trustee to receive assets in
cash or in kind directly from another qualified plan or to
transfer assets in cash or in kind directly to another qualified
plan; provided that receipt of a transfer shall not be directed
if:

(a)	any amounts are not exempted by Code section 401(a)(11)(B)
from the annuity requirements of Code section 417 unless the
Plan complies with such requirements; or

(b)	any amounts include benefits protected by Code section
411(d)(6) which would not be preserved under applicable Plan
provisions.

The Trustee may refuse to receive any such transfer if:

(a)	the Trustee finds the in kind assets unacceptable; or

(b)	instructions for posting amounts to Participants' Accounts
are incomplete.

Such amounts shall be posted to the appropriate Accounts of
Participants as of the date received by the Trustee.  To the
extent a receipt of a transfer includes Participant loans, such
loans shall continue in effect subject to the terms and conditions
in effect as of the date of the transfer.

Such transfers from and to other qualified plans may be for the
purpose of transferring assets from the Branch Plant Hourly Plan
and/or the Hourly Plan representing assets attributable to the
vested and non-vested account balances of participants thereunder
who are no longer eligible to participate in the Branch Plant
Hourly Plan and/or the Hourly Plan and are eligible to participate
in the Plan (which amounts shall then become subject to the Plan's
vesting schedule which schedule is the same as the vesting
schedule in the Branch Plant Hourly Plan and the Hourly Plan) or
for the purpose of transferring assets from the Plan to the Branch
Plant Hourly Plan and/or the Hourly Plan representing assets
attributable to the vested and non-vested Account balances of
Participants hereunder who are no longer eligible to participate
in the Plan and who are eligible to participate in the Branch
Plant Hourly Plan or the Hourly Plan (which amounts shall then
become subject to the Branch Plant Hourly Plan's or the Hourly
Plan's vesting schedule, respectively, each of which is the same
as the vesting schedule in the Plan).

                  ARTICLE 6.  MATCHING CONTRIBUTIONS

6.1	Eligibility

For each pay period, the Employer shall make a Matching
Contribution in the amount specified in Section 6.2 on behalf of
each Participant who made Pre-Tax Contributions during such
payroll period.

6.2	Amount

The Matching Contribution (including any forfeiture amounts
applied as Matching Contributions in accordance with Article 9)
made on behalf of each eligible Participant for a pay period shall
be equal to 60% (75% for payroll periods beginning on or after
January 1, 2001) of the Pre-Tax Contributions made by such
Participant for such payroll period to the extent such Pre-Tax
Contributions do not exceed 5% (6% for payroll periods beginning
on or after January 1, 2001) of the Participant's Pay for such
payroll period.

6.3	Timing, Medium and Posting

The Employer shall make each payroll period's Matching
Contribution in cash as soon as administratively feasible after
the end of such payroll period, and for purposes of deducting such
Contribution, not later than the Employer's federal tax filing
date, including extensions.  Such amounts shall be paid to the
Trustee and posted to each Participant's Matching Contribution
Account once the total Matching Contribution received has been
balanced against the specific amount to be credited to each
Participant's Matching Contribution Account.

ARTICLE 7.  ACCOUNTING

7.1	Individual Participant Accounting

(a)	For accounting purposes, the Administrator will establish
and maintain (to the extent necessary) in the name of each
Participant Accounts to reflect such Participant's interest
in the Plan.  Separate subaccounts within each Account may
be established as necessary to reflect the Investment Funds
in which such Account is invested or for such other reasons
as the Administrator may deem necessary or advisable for the
proper administration of the Plan.

(b)	Participant loans shall be held in a separate Loan Account
of the Participant and accounted for as an earmarked asset
of the borrowing Participant's Account.

7.2	Allocation of Investment Gains and Losses

(a)	As of each Valuation Date, the net income (or loss) of the
Trust since the immediately preceding Valuation Date shall
be determined.  Net income (or loss) of the Trust includes
the increase (or decrease) in the fair market value of Trust
assets, interest income, dividends and other income and
gains (or losses) attributable to Trust assets since the
immediately preceding Valuation Date, reduced by any
expenses charged to the Trust for the period since the
immediately preceding Valuation Date.

(b)	The net income (or loss) of the Trust will be determined
separately for each Investment Fund and allocated among the
Accounts of the Participants in proportion to the respective
balances of such Accounts invested in each such Investment
Fund.

7.3	Accounting for Allocations

The Administrator will establish accounting procedures for the
purpose of making the allocations to Participants' Accounts.  From
time to time, the Administrator may modify the accounting
procedures for the purposes of achieving equitable and
nondiscriminatory allocations among the Accounts of Participants
in accordance with the general concepts of the Plan, the
provisions of this Article 7 and the requirements of the Code and
ERISA.

7.4	Error Correction

The Administrator may correct any errors or omissions in the
administration of the Plan by restoring any Participant's Account
balance with the amount that would be credited to the Account had
no error or omission been made.  Funds necessary for any such
restoration shall be provided through payment made by the
Employer, or by the Trustee to the extent the error or omission is
attributable to actions or inactions of the Trustee, or if the
restoration involves an Account holding amounts contributed by an
Employer, the Administrator may direct the Trustee to use
forfeiture amounts.

7.5	Participant Statements

The Administrator shall provide Participants with statements of
their Accounts as soon after the end of each quarter of the Plan
Year as administratively feasible.  With regard to a Terminated
Participant, such statements need not include the portion, if any,
of his non-vested Account balance maintained in the Transition
Account.

7.6	Special Accounting During Conversion Period

The Administrator and Trustee may use any reasonable accounting
methods in performing their respective duties during any
Conversion Period.  This includes, but is not limited to, the
method for allocating net investment gains or losses and the
extent, if any, to which contributions received by and
distributions paid from the Trust during this period share in such
allocation.

7.7	Accounts for Alternate Payees

A separate Account shall be established for an Alternate Payee
entitled to any portion of a Participant's Account under a QDRO as
of the date and in accordance with the directions specified in the
QDRO.  In addition, a separate Account may be established during
the period of time the Administrator is determining whether a
domestic relations order qualifies as a QDRO.  Such a separate
Account shall be valued and accounted for in the same manner as
any other Account.

(a)	Distributions Pursuant to QDROs.  If a QDRO so provides (or
the portion of the Participant's Account payable to the
Alternate Payee does not exceed $5,000), the portion of a
Participant's Account payable to an Alternate Payee may be
distributed, in a form permissible under Article 12, to the
Alternate Payee at any time beginning as soon as practicable
after the Administrator's determination that the domestic
relations order constitutes a QDRO is made, regardless of
whether the Participant is entitled to a distribution from
the Plan at such time.  The Alternate Payee shall be
provided the notice prescribed by Code section 402(f).

(b)	Participant Loans.  Except to the extent required by law, an
Alternate Payee, on whose behalf a separate Account has been
established, shall not be entitled to borrow from such
Account.  If a QDRO specifies that the Alternate Payee is
entitled to any portion of the Account of a Participant who
has an outstanding loan balance, all outstanding loans shall
continue to be held in the Participant's Account and shall
not be divided between the Participant's and Alternate
Payee's Accounts.

(c)	Investment Direction.  If a separate Account has been
established on behalf of an Alternate Payee and has not yet
been distributed, the Alternate Payee may direct the
investment of such Account in the same manner as if he were
a Participant.

            ARTICLE 8.  INVESTMENT FUNDS AND ELECTIONS

8.1	Investment Funds

Except for Loan Accounts and any unallocated funds invested in
interest bearing deposits (which may include interest bearing
deposits of the Trustee) and/or money market type assets or funds,
pending allocation to Participants' Accounts or disbursement to
pay Plan fees and expenses and the Transition Account, the Trust
shall be maintained in various Investment Funds.  The
Administrator shall select the Investment Funds that will be
offered to Participants and may change the number or
characteristics of the Investment Funds at any time and in any way
it deems appropriate.  The Administrator shall promptly inform the
Trustee, the applicable investment manager, if any, and the
Participants of the objectives of each Investment Fund and of any
changes thereto.

The Administrator may set a maximum percentage of the total
election that a Participant may direct into any specific
Investment Fund, which maximum may be changed from time to time by
the Administrator.

8.2	Responsibility for Investment Choice

Each Participant shall direct the investment of all of his
Accounts except for his PAYSOP Account (which shall be entirely
invested in the Investment Fund specified by the Administrator)
among the Investment Funds then available in accordance with, and
subject to, such rules and procedures as the Administrator shall
establish.

Each Participant shall be solely responsible for the selection of
his Investment Fund choices, and none of the Trustee, the
Administrator, the Committee or any of the Employers will be
liable for any loss that may occur in connection with, or as a
result of, such selection.  No fiduciary with respect to the Plan
is empowered to advise a Participant as to the manner in which his
Accounts are to be invested, and the fact that an Investment Fund
is offered shall not be construed to be a recommendation for
investment.

Notwithstanding, a Terminated Participant shall not direct the
investment of his non-vested Account balance.  A Terminated
Participant's non-vested Account balance shall be held in the
Transition Account and invested in interest bearing deposits
(which may include interest bearing deposits of the Trustee)
and/or money market type assets or funds.

During any Conversion Period, Trust assets may be held in any
investment vehicle permitted by the Plan, as directed by the
Administrator, irrespective of prior Participant investment
elections.

8.3	Investment Fund Elections

(a)	Initial Investment Direction.  A Participant shall direct,
as of the date he becomes a Participant, the percentage of
the future contributions to his  Accounts that will be
invested in each of the Investment Funds available at that
time in such increments, in such manner and subject to such
other rules as the Administrator shall establish.  If a
Participant fails to specifically direct the investment of
any portion of the future contributions to his Accounts,
then the Participant will be deemed to have directed that
such contributions be invested in a money market (or an
equivalent) fund.

(b)	Transfers and Rollovers.  A Participant shall direct, as of
the date of transfer or rollover of amounts from another
plan to the Plan, the percentage of such amounts that will
be invested in each of the Investment Funds available at
that time in such increments, in such manner and subject to
such other rules as the Administrator shall establish.  If a
Participant fails to specifically direct the investment of
any portion of such transferred amounts, then the
Participant will be deemed to have directed that such
amounts be invested in a money market (or an equivalent)
fund.

(c)	Change in Investment Direction.  A Participant's direction
of investment for future contributions will remain in effect
until changed by the Participant.  A Participant may change
his investment direction for future contributions to his
Accounts at such times, in such increments and subject to
such rules as the Administrator shall establish.  In
addition, each Participant may direct that the amounts
allocated to his Accounts be reallocated among the
Investment Funds then available at such times, in such
increments and subject to such rules as the Administrator
shall establish.

                ARTICLE 9.  VESTING AND FORFEITURES

9.1	Fully Vested Accounts

A Participant shall be 100% vested in the following Accounts at
all times:

     Pre-Tax Contribution Account
     After-Tax Contribution Account
     Rollover Account
     Prior Matching Contribution Account
     PAYSOP Account

9.2	Full Vesting Upon Certain Events

A Participant will become 100% vested in his Matching Contribution
Account on his attainment of Normal Retirement Age while an
Employee or upon his terminating employment with all Related
Companies due to his Disability or death.

9.3	Vesting Schedule

(a)	In addition to the vesting provided in Sections 9.1 and 9.2
hereof, a Participant will become vested in that portion of
his Matching Contribution Account attributable to Matching
Contributions related to Plan Years ending prior to
November 1, 2002 in accordance with the following schedule:

	Years of Vesting	Vested
	   Service	     Percentage
	  Less than 5	         0%
	  5 or more	       100%

(b)	In addition to the vesting provided in Sections 9.1 and 9.2
hereof,  Participant shall become vested in that portion of
his Matching Contribution Account attributable to Matching
Contributions related to Plan Years ending after October 31,
2002 in accordance with the following schedule:

	Years of Vesting	Vested
	   Service	     Percentage
	  Less than 3	         0%
	  3 or more	       100%

9.4	Non-Vested Account Balances of Terminated Participants

The non-vested balance of a Terminated Participant's Matching
Contribution Account shall be transferred to the Transition
Account on (or as soon as administratively practicable after) the
date on which the Administrator reports to the Trustee that the
Participant's employment has terminated with all Related Companies
and shall be maintained as a sub-account in the Transition
Account.  The Trustee shall maintain records necessary to identify
each Terminated Participant's non-vested Account balance at least
annually and as of the earlier of the date the Administrator
reports to the Trustee that the Terminated Participant is again an
Employee or the date the Terminated Participant forfeits his
nonvested Account balance pursuant to Section 9.5.

If a Terminated Participant again becomes an Employee before
forfeiting his nonvested Account balance, then his non-vested
Account balance shall no longer be maintained as a sub-account in
the Transition Account and shall be recombined with his remaining
Account balance.  The non-vested Account balance shall be credited
to the Investment Funds based upon the Participant's current
investment election for new Contributions.

9.5	Forfeitures of Non-Vested Account Balances Upon Certain Events

A Terminated Participant shall forfeit his non-vested Account
balance on the earliest of:

(a)	the date he is determined to be a Terminated Participant, if
his vested Account balance is zero;

(b)	the date he receives a complete distribution of his vested
Account balance; or

(c)	the date he incurs a Break in Service.

A Terminated Participant who has no vested interest will be deemed
to have received a distribution of his entire vested Account
balance on his Severance Date.  A Participant whose entire vested
Account balance has been distributed from the Plan or who has no
vested interest will be deemed cashed out from the Plan.

9.6	Use of Forfeiture Amounts

Forfeiture amounts shall be used to restore Accounts of rehired
Former Participants, to pay Plan fees and expenses and to reduce
future Matching Contributions, as directed by the Administrator.

9.7	Rehired Employees

(a)	Service Restoration.  If a former Employee is rehired before
incurring a Break in Service, or after incurring a Break in
Service if (1) he had a vested interest in his Accounts
derived from Contributions made by an Employer, or (2) the
length of his break does not equal or exceed his pre-break
service, all Periods of Employment credited when his
employment last terminated shall be counted in determining
his vested interest.  Otherwise, his Periods of Employment
credited when his employment last terminated shall not be
counted in determining his vested interest.

(b)	Account Restoration.  If a former Employee again becomes an
Employee before he incurs a Break in Service, but after he
forfeits his nonvested Account balance, the amount forfeited
after his employment last terminated shall be restored to
his Account.  The restoration shall include the interest
earned on such amount from the date deposited to the
Transition Account until the date such amount was forfeited.
The restoration amount shall come from forfeiture amounts to
the extent possible, and any additional amount needed shall
be contributed by the Employer.  The Participant's vested
interest in his restored Account shall then be equal to:

     V% times (AB + D) - D

             where:

     V%	=   current vested percentage
     AB	=   current Account balance
     D	=   amount previously distributed from Account and
            deemed repaid

                      ARTICLE 10.  PARTICIPANT LOANS

10.1	Participant Loans Permitted

Loans to Participants are permitted pursuant to the terms and
conditions set forth in this Section, except that a loan shall not
be permitted to a Participant who is no longer an Employee or to a
Beneficiary or an Alternate Payee, unless such Participant,
Beneficiary or Alternate Payee is otherwise a party in interest
(as defined in ERISA section 3(14)).

10.2	Loan Application, Note and Security

A Participant shall apply for any loan in such manner and with
such advance notice as prescribed by the Administrator.  Each loan
shall be evidenced by a promissory note, secured only by the
portion of the Participant's Account from which the loan is made,
and the Plan shall have a lien on this portion of the
Participant's Account.

10.3	Spousal Consent

A Participant is not required to obtain the consent of his spouse
in order to borrow from his Account under the Plan.

10.4	Loan Approval

The Administrator is responsible for determining that a loan
request conforms to the requirements described in this Section and
granting such request.

10.5	Loan Funding Limits, Account Sources and Funding Order

The loan amount must meet all of the following limits as
determined as of the date the loan is processed and shall be
funded from the Participant's Accounts as follows:

(a)	Plan Minimum Limit.  The minimum amount for any loan is
$1,000.

(b)	Plan Maximum Limit, Account Sources and Funding Order.
Subject to the legal limit described in (c) below, the
maximum a Participant may borrow, including the aggregate
outstanding balances of existing Plan loans, is 50% of the
following of the Participant's Accounts which are fully
vested in the priority order as follows:

     Pre-Tax Contribution Account
     Matching Contribution Account
     Prior Matching Contribution Account
     Rollover Account
     After-Tax Contribution Account

(c)	Legal Maximum Limit.  The maximum a Participant may borrow,
including the aggregate outstanding balances of existing
Plan loans, is 50% of his vested Account balance, not to
exceed $50,000.  However, the $50,000 maximum is reduced by
the Participant's highest aggregate outstanding Plan loan
balance during the 12-month period ending on the day before
the date as of which the loan is processed.  For purposes of
this paragraph, the qualified plans of all Related Companies
shall be treated as though they are part of the Plan to the
extent it would decrease the maximum loan amount.

10.6	Maximum Number of Loans

A Participant may have only one loan outstanding at any given
time.

10.7	Source and Timing of Loan Funding

A loan to a Participant shall be made solely from the assets of
his own Account.  The available assets shall be determined first
by Account and then within each Account used for funding a loan
amounts shall be taken from the Investment Funds in direct
proportion to the market value of the Participant's interest in
each Investment Fund as of the Valuation Date on which the loan is
processed.  The Trustee shall distribute the loan proceeds to the
Participant as soon as administratively practicable after the loan
is processed.

10.8	Interest Rate

The interest rate charged on Participant loans shall be a fixed
reasonable rate of interest, determined from time to time by the
Administrator, which provides the Plan with a return commensurate
with the prevailing interest rate charged by persons in the
business of lending money for loans which would be made under
similar circumstances.

10.9	Loan Payment

Substantially level amortization shall be required of each loan
with payments made at least monthly, generally through payroll
deduction.  Loans may be prepaid in full or in part at any time.
The Participant may choose the loan repayment period, not to
exceed five years, except that the repayment period may be for any
period not to exceed 15 years if the purpose of the loan is to
acquire the Participant's principal residence.

10.10	Loan Payment Hierarchy

Loan principal payments shall be credited to the Participant's
Accounts in the inverse of the order used to fund the loan.  Loan
interest shall be credited to the Participant's Accounts in direct
proportion to the principal payment.  Loan payments are credited
to the Investment Funds based upon the Participant's current
investment election for new Contributions.

10.11	Repayment Suspension

The Administrator may agree to a suspension of loan payments for
up to 12 months for a Participant who is on a Leave of Absence
without pay.  During the suspension period, interest shall
continue to accrue on the outstanding loan balance.  At the
expiration of the suspension period all outstanding loan payments
and accrued interest thereon shall be due unless otherwise agreed
upon by the Administrator.

10.12	Loan Default

A loan is treated as in default if a scheduled loan payment is not
made at the time required.  A Participant shall then have a grace
period to cure the default before it becomes final.  Such grace
period shall be for a period that does not extend beyond the last
day of the calendar quarter following the calendar quarter in
which the scheduled loan payment was due or such lesser or greater
maximum period as may later be authorized by Code section 72(p).

In the event a default is not cured within the grace period, the
Administrator may direct the Trustee to report the outstanding
principal balance of the loan and accrued interest thereon as a
taxable distribution to the Participant.  As soon as a Plan
withdrawal or distribution to such Participant would otherwise be
permitted, the Administrator may instruct the Trustee to execute
upon its security interest in the Participant's Account by
distributing the note to the Participant.

10.13	Termination of Employment or of Plan

The unpaid balance of a Participant's loan (together with interest
accrued thereon) shall be immediately due and payable on the
Participant's Severance Date, unless the Participant is otherwise
a party in interest (as defined in ERISA section 3(14)).
Similarly, the unpaid balance of a Participant's loan (together
with interest accrued thereon) shall be immediately due and
payable on the date the Plan is terminated and shall be in default
if not repaid in full on such date.  Any loan that is in default
under this Section 10.13 shall be treated as described in
Section 10.12.

           ARTICLE 11.  IN-SERVICE WITHDRAWALS

11.1	Hardship Withdrawals

(a)	Requirements.  A Participant who is an Employee may request
the withdrawal from his vested Accounts (other than his
PAYSOP Account) of up to the amount necessary to satisfy a
financial need (including amounts necessary to pay any
federal, state or local income taxes or penalties reasonably
anticipated to result from the withdrawal).  Only requests
for withdrawals (1) on account of a Participant's "Deemed
Financial Need" or "Demonstrated Financial Need", and
(2) which are "Deemed Necessary" or "Demonstrated as
Necessary" to satisfy the financial need shall be approved.

(b)	"Deemed Financial Need."  An immediate and heavy financial
need relating to:

(1)	the payment of unreimbursed medical expenses
(described under Code section 213(d)) previously
incurred by the Employee, or his spouse or dependents
(as defined in Code section 152) or necessary for
these persons to obtain medical care described in Code
section 213(d);

(2)	the purchase (excluding mortgage payments) of the
Employee's principal residence;

(3)	the payment of unreimbursed tuition, related
educational fees and room and board for up to the next
12 months of post-secondary education for the Employee
or his spouse or dependents (as defined in Code
section 152);

(4)	the payment of funeral expenses of an Employee's
family member;

(5)	the payment of amounts necessary for the Employee to
prevent losing his principal residence through
eviction or foreclosure on the mortgage; or

(6)	any need prescribed by the Internal Revenue Service in
a revenue ruling, notice or other document of general
applicability that satisfies the safe harbor
definition of hardship.

(c)	"Demonstrated Financial Need."  A determination by the
Administrator that an immediate and heavy financial need
exists relating to:

(1)	a sudden and unexpected illness or accident to the
Employee or his spouse or dependents;

(2)	the loss, due to casualty, of the Employee's property
other than nonessential property (such as a boat or a
television); or

(3)	some other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the
control of the Employee.

(d)	"Deemed Necessary."  A withdrawal is "Deemed Necessary" to
satisfy the financial need only if the withdrawal amount
does not exceed the financial need and all of these
conditions are met:

(1)	the Employee has obtained all possible withdrawals
(other than hardship withdrawals) and nontaxable loans
available from the Plan and all other plans maintained
by Related Companies;

(2)	the Administrator shall suspend the Employee from
making any contributions to the Plan and all other
qualified and nonqualified plans of deferred
compensation and all stock option or stock purchase
plans maintained by Related Companies for 12 months
from the date the withdrawal payment is made; and

(3)	the Administrator shall reduce the Contribution Dollar
Limit for the Employee with regard to the Plan and all
other plans maintained by Related Companies, for the
calendar year next following the calendar year of the
withdrawal by the amount of the Employee's Pre-Tax
Contributions for the calendar year of the withdrawal.

(e)	"Demonstrated as Necessary."  A withdrawal is "Demonstrated
as Necessary" to satisfy the financial need only if the
withdrawal amount does not exceed the financial need, the
Employee represents that he is unable to relieve the
financial need (without causing further hardship) by doing
any or all of the following and the Administrator does not
have actual knowledge to the contrary:
(1)	receiving any reimbursement or compensation from
insurance or otherwise,

(2)	reasonably liquidating his assets and the assets of
his spouse or minor children that are reasonably
available to the Employee;

(3)	ceasing his contributions to the Plan;

(4)	obtaining other withdrawals and nontaxable loans
available from the Plan, plans maintained by Related
Companies and plans maintained by any other employer;
and

(5)	obtaining loans from commercial sources on reasonable
commercial terms.

(f)	Account Sources and Funding Order.  A Participant's hardship
withdrawal shall be taken only from the Participant's fully
vested Accounts in the following order of priority:

     After-Tax Contribution Account
     Rollover Account
     Matching Contribution Account
     Prior Matching Contribution Account
     Pre-Tax Contribution Account

The amount that may be withdrawn from a Participant's Pre-
Tax Contribution Account shall not include any earnings
credited after December 31, 1988.

(g)	Minimum Amount.  There is no minimum amount for a hardship
withdrawal.

(h)	Permitted Frequency.  There is no restriction on the number
of hardship withdrawals permitted to a Participant.

(i)	Suspension from Further Contributions.  If a Participant's
withdrawal under this Section 11.1 was "Deemed Necessary,"
then

(1)	such Participant may not make additional Pre-Tax
Contributions or After-Tax Contributions or comparable
contributions to any other qualified or nonqualified
plan of deferred compensation (but not including a
health or welfare plan), other than the mandatory
employee contribution portion of a defined benefit
plan, for a period of 12 months following the date the
withdrawal payment is made;

(2)	and such Participant's Pre-Tax Contributions (and
comparable contributions to any other qualified plan
maintained by the Related Companies) for such
Participant's taxable year immediately following the
taxable year of the hardship withdrawal shall be
limited to the Contribution Dollar Limit for such
year, reduced by the amount of such contributions made
by the Participant in the taxable year of the hardship
withdrawal.

11.2	After-Tax Contribution Account Withdrawals

(a)	Requirements.  A Participant who is an Employee may elect to
withdraw all or any portion of the balance in his After-Tax
Contribution Account.

(b)	Minimum Amount.  There is no minimum amount for a withdrawal
under this Section 11.2.

(c)	Permitted Frequency.  There is no restriction on the number
of withdrawals permitted under this Section 11.2 to a
Participant.

(d)	Suspension from Further Contributions.  Upon making a
withdrawal pursuant to this Section 11.2, a Participant may
not make additional After-Tax Contributions for a period of
six months from the date the withdrawal payment is made.

11.3	Over Age 59 1/2 Withdrawals

(a)	Requirements.  A Participant who is an Employee who has
attained age 59 1/2 may withdraw all or any portion of his
vested Account balance (other than his PAYSOP Account) at
any time and for any reason.

(b)	Account Sources and Funding Order.  A Participant's
withdrawal shall be taken only from the Participant's fully
vested Accounts in the following order of priority, except
that the Participant may instead choose to have amounts
taken from his After-Tax Contribution Account first:

     Rollover Account
     Pre-Tax Contribution Account
     Matching Contribution Account
     Prior Matching Contribution Account
     After-Tax Contribution Account

(c)	Minimum Amount.  There is no minimum amount for a withdrawal
under this Section 11.3.

(d)	Permitted Frequency.  There is no restriction on the number
of withdrawals permitted under this Section 11.3 to a
Participant.

(e)	Suspension from Further Contributions.  A withdrawal under
this Section 11.3 shall not affect a Participant's ability
to make or be eligible to receive further Contributions.

11.4	Spousal Consent

A Participant is not required to obtain the consent of his spouse
in order to receive an in-service withdrawal under the Plan.

11.5	In-Service Withdrawal Approval

The Administrator is responsible for determining whether an in-
service withdrawal request conforms to the requirements described
in this Section and granting such request.

11.6	Payment Form and Medium

The form of payment for an in-service withdrawal shall be a single
lump sum and payment shall be made in cash, except that a
Participant may elect that payment be made in the form of whole
shares of Company Stock and cash in lieu of fractional shares to
the extent that such withdrawal is funded from the Company Stock
Fund.  With regard to the portion of an in-service withdrawal
representing an Eligible Rollover Distribution, a Participant may
elect a Direct Rollover for all or a portion of such amount.

11.7	Source and Timing of In-Service Withdrawal Funding

An in-service withdrawal to a Participant shall be made solely
from the assets of his own Account and shall be based on the
Account values as of the Valuation Date on which the in-service
withdrawal is processed.  The available assets shall be determined
first by Account and then within each Account used for funding an
in-service withdrawal, amounts shall be taken from the Investment
Funds in direct proportion to the market value of the
Participant's interest in each Investment Fund (which excludes his
Loan Account balance) as of the Valuation Date on which the in-
service withdrawal is processed.  The Trustee shall make
distribute the withdrawal to the Participant or on behalf of the
Participant as soon administratively feasible after the withdrawal
is processed.

11.8	Additional Rules

Notwithstanding the foregoing Sections of this Article 11, the
following provisions will apply to all withdrawals made under this
Article 11:

(a)	A Participant must apply for any in-service withdrawal in
such manner, with such advance notice and in accordance with
such other rules and procedures as the Administrator may
prescribe.

(b)	The amount of any withdrawal may not exceed the value of the
vested Accounts from which it is made as of the Valuation
Date on which the withdrawal is processed.

(c)	The Participant shall not be entitled to make a withdrawal
under this Article 11 to the extent that such withdrawal
requires distribution of a portion of his Accounts then
outstanding in the form of loans.

(d)	In the event of the Participant's death prior to a
withdrawal pursuant to this Article 11, the Participant's
withdrawal election request, as applicable, shall be deemed
to have been revoked.

(e)	In lieu of receiving a withdrawal in cash, the Participant
can elect a Direct Rollover, to the extent the withdrawal
constitutes an Eligible Rollover Distribution.  The
Participant must be provided with the notice prescribed by
Code section 402(f), if the withdrawal constitutes an
Eligible Rollover Distribution.  An in-service withdrawal
may commence less than 30 days after the aforementioned
notice is provided, if:

(1)	the Participant is clearly informed that he or has the
right to a period of at least 30 days after receipt of
such notice to consider his option to elect or not
elect a Direct Rollover for all or a portion, if any,
of his in-service withdrawal which constitutes an
Eligible Rollover Distribution; and

(2)	the Participant after receiving such notice,
affirmatively elects a Direct Rollover for all or a
portion, if any, of his in-service withdrawal which
constitutes an Eligible Rollover Distribution or
alternatively elects to have all or a portion made
payable directly to him , thereby not electing a
Direct Rollover for all or a portion thereof.

                ARTICLE 12.  PAYMENT OF BENEFITS

12.1	Time of Distribution

(a)	In General.  Except as provided otherwise in this
Section 12.1 or in Section 12.5 hereof, a Participant's
vested Account balance will be distributed or commence to be
distributed to the Participant (or to the Participant's
Beneficiary in the case of a deceased Participant) as soon
as administratively practicable after the Participant's
Severance Date.

(b)	Participant Consent.  If the Participant's vested Account
balance exceeds $5,000, such vested Account balance will not
be distributed or commence to be distributed to the
Participant prior to the Participant's attainment of Normal
Retirement Age without the Participant's written consent.  A
Participant is not required to obtain the consent of his
spouse in order to receive a distribution under the Plan.

(c)	Earliest Distribution Date.  Except as provided in
Section 12.9, a Participant's Pre-Tax Contribution Account
may not be distributed prior to the earliest of:

(1)	the Participant's separation from service, death or
Disability;

(2)	the termination of the Plan without the establishment
or maintenance of another defined contribution plan,
other than an employee stock ownership plan (within
the meaning of Code Section 4975(e)(7));

(3)	the Participant's attainment of age 59 1/2; and

(4)	the Participant's incurrence of a hardship, within the
meaning of Section 11.1 hereof.

(d)	Latest Distribution Date Absent Participant Consent.  Unless
the Participant elects otherwise, the Participant's vested
Account balance will be distributed or will commence to be
distributed no later than 60 days after the end of the Plan
Year in which occurs the latest of (1) the Participant's
attainment of Normal Retirement Age, (2) the tenth
anniversary of the date the Participant became a
Participant, and (3) the date on which the Participant's
employment with all Related Companies ends.  However, if the
amount of the payment or the location of the Participant
(after a reasonable search) cannot be ascertained by that
deadline, payment shall be made no later than 60 days after
the earliest date on which such amount or location is
ascertained but in no event later than the Participant's
Required Beginning Date.  A Participant's failure to elect
in such manner as prescribed by the Administrator to have
his vested Account balance paid to him, shall be deemed an
election by the Participant to defer his distribution but in
no event shall his benefit payments commence later than his
Required Beginning Date.

(e)	Required Beginning Date.  Notwithstanding any provision of
the Plan to the contrary, a Participant's vested Account
balance must be distributed or commence to be distributed no
later than the Participant's Required Beginning Date.

12.2	Amount of Distribution

The amount of a Participant's vested Account balance for
distribution purposes shall be determined as of the Valuation Date
coinciding with or immediately preceding the date on which the
distribution is processed, and will not be adjusted for investment
earnings or losses occurring subsequent to such Valuation Date.
Distributions shall be processed at such times as the
Administrator shall establish, but in any event at least once each
calendar month.

12.3	Form and Medium of Payment

(a)	Form.  Effective March 22, 1999, a Participant whose vested
Account balance exceeds $5,000 may elect to have such vested
Account balance paid in any of the following forms:

(1)	a single lump sum;

(2)	a partial payment, limited to four per Plan Year; or

(3)	quarterly periodic installments over a period not to
exceed the life expectancy of the Participant and his
Beneficiary.

Effective March 22, 1999, if a Participant's vested Account
balance does not exceed $5,000, it will be distributed in
the form of a single lump sum.

(b)	Medium.  Distributions shall be made in cash, except to the
extent a distribution consists of an outstanding loan (see
Article 10).  Alternatively, a Participant may elect that a
distribution be made in the form of whole shares of Company
Stock and cash in lieu of fractional shares to the extent
the distribution consists of amounts from the Company Stock
Fund.  With regard to the portion of a distribution
representing an Eligible Rollover Distribution, a
Distributee may elect a Direct Rollover for all or a portion
of such amount.

12.4	Special Rules for Death Benefits

(a)	Death After Benefit Commencement.  If a Participant dies
after distribution of his vested Account balance has
commenced, but before his entire vested interest has been
distributed, then the remainder of the Participant's vested
Account balance will be distributed to the Participant's
Beneficiary at least as rapidly as under the distribution
method being used as of the date of the Participant's death.

(b)	Death Prior to Benefit Commencement.  If a Participant dies
before distribution of his vested Account balance has
commenced, then distribution to the Participant's
Beneficiary must be completed (1) by December 31 of the
calendar year containing the fifth anniversary of the
Participant's death, or (2) if payment commences to a
designated Beneficiary by December 31 of the calendar year
containing the first anniversary of the Participant's death,
over a period that does not exceed the designated
Beneficiary's life expectancy.  Notwithstanding the
preceding sentence, if the designated Beneficiary is the
Participant's spouse, then distribution of the Participant's
vested Account balance need not be made or commence to be
made until the later of December 31 of the calendar year in
which the Participant would have attained age 70 1/2 or
December 31 of the calendar year in which the Participant's
Severance Date occurs.  If the Participant's Beneficiary is
his surviving spouse, and the spouse dies after the
Participant but before distributions have begun to the
spouse, then the first sentence of this subsection (b) will
be applied as if the surviving spouse were the Participant.

(c)	Beneficiary Designation.  A Participant shall designate his
Beneficiary on such forms as are prescribed by and filed
with the Administrator.  A Participant may change his
Beneficiary designation at any time by filing a new
Beneficiary designation with the Administrator.  Any such
change will be effective only if the Participant is alive at
the time the Administrator receives such change.  The most
recent Beneficiary designation on file with the
Administrator will be controlling.  If a married Participant
designates a Beneficiary other than his spouse, that
designation will be invalid, unless the Participant's spouse
has consented in writing to the designation of a different
Beneficiary or it is established to the satisfaction of a
Plan representative that the Participant has no spouse, the
Participant's spouse cannot be located or the Participant is
excused from obtaining such consent because of other
circumstances approved in federal regulations.  The spouse's
written consent to the designation of a different
Beneficiary (1) must acknowledge the specific nonspouse
Beneficiary (including any class of Beneficiaries or any
contingent Beneficiaries), which may not be changed without
spousal consent (unless the spouse's consent expressly
permits designations by the Participant without any
requirement for further consent by the spouse), (2) must
acknowledge the effect of such consent, and (3) must be
witnessed by a Plan representative or a notary public.  The
spouse's consent may not be revoked.  However, the consent
of one spouse will have no effect with respect to any
subsequent spouse.

If there is no valid Beneficiary designation on file with
the Administrator, or if no designated Beneficiary survives
the Participant, then the Participant's Beneficiary will be
the Participant's surviving spouse or, if there is no
surviving spouse, the Participant's estate.

(d)	Death of Beneficiary After Death of Participant.  If the
Participant's Beneficiary dies after the Participant, but
before the Participant's vested Account balance has been
completely distributed, then the remaining vested Account
balance will be distributed to the Beneficiary's estate,
unless the Participant's Beneficiary designation provides
otherwise.

12.5	Notice to Participant

Not more than 90 days and not less than 30 days before the date as
of which the Participant's vested Account balance is to be
distributed or commence to be distributed, the Administrator shall
provide each Participant whose vested Account balance exceeds
$5,000 a written explanation of the optional forms of benefit
under the Plan, including the material features and relative
values of those options, when the Participant's benefits will be
distributed if the Participant fails to make an election, and the
Participant's right to defer distribution until the date
distribution is required under Section 12.1(d) or, if later and if
the Participant elects, the Participant's Required Beginning Date.
Distribution of a Participant's vested Account balance may be made
or commence to be made less than 30 days after such notice is
given, provided that (1) the Administrator clearly informs the
Participant that the Participant has a right to a period of at
least 30 days after receiving the notice to consider the decision
of whether or not to consent to a distribution (and, if
applicable, a particular distribution option), and (2) the
Participant, after receiving the notice, affirmatively elects a
distribution.

12.6	Minimum Distribution and Incidental Benefit Requirements

(a)	The provisions of the Plan are intended to comply with Code
section 401(a)(9), which prescribes certain rules regarding
minimum distributions and requires that death benefits be
incidental to retirement benefits.  All distributions under
the Plan will be made in conformity with Code
section 401(a)(9) and the regulations thereunder, including
Treasury Regulation sections 1.401(a)(9)-1 and
1.401(a)(9)-2, which are incorporated herein by reference.
The provisions of the Plan governing distributions are
intended to apply in lieu of any default provisions
prescribed in the regulations; provided, however, that Code
section 401(a)(9) and the regulations thereunder shall
override any Plan provisions inconsistent with such Code
section and regulations.

(b)	With respect to distributions under the Plan made for
calendar years beginning on or after January 1, 2002, the
Plan will apply the minimum distribution requirements of
Code section 401(a)(9) in accordance with the regulations
under Code section 401(a)(9) that were proposed on January
17, 2001, notwithstanding any provision of the Plan to the
contrary.  This provision shall continue in effect until the
end of the last calendar year beginning before the effective
date of final regulations under Code section 401(a)(9) or
such other date as may be specified in guidance published by
the Internal Revenue Service.

12.7	Incompetent Participant or Beneficiary

Every person receiving or claiming a benefit under the Plan shall
be conclusively presumed to be mentally competent until the date
on which the Administrator receives a written notice, in a form
and manner acceptable to the Administrator, that such person is
incompetent, and that a guardian, conservator, or other person
legally vested with the care of such person's person or estate has
been appointed; provided, however, that if the Administrator is of
the opinion, from information deemed by it to be reliable, that a
person entitled to benefits hereunder is unable for any reason to
attend to his affairs, the Administrator may direct that any
benefits payable hereunder will be withheld until a guardian,
conservator, or other legal representative for such person has
been duly appointed pursuant to proceedings satisfactory to the
Administrator and that such benefits be paid only to such
guardian, conservator, or legal representative; or, in the
alternative, the Administrator may direct that such benefits be
paid to (a) the person himself directly, (b) any relative by blood
or connection by marriage of such person appearing to the
Administrator to be equitably entitled to same or best qualified
to apply same to the comfort, maintenance, and support of such
person, or (c) to any custodian under the Uniform Gifts to Minors
Act or similar statute.  The Administrator's decision on such
matters will be conclusive and binding on all persons and parties
in interest.  The Administrator will not be required to see to the
proper application of any payments made to any person pursuant to
the provisions of this Section 12.7, and any such payment so made
will be a complete discharge of the liability of the Plan, the
Trust, the Trustee, the Employer, the Board and the Administrator
therefor.

12.8	Beneficiary Dispute

If at any time there is doubt as to the right of any Beneficiary
to receive any amount, the Trustee may retain such amount, without
liability for any earnings thereon, until the rights thereto are
determined, or the Trustee may pay such amount into any court of
competent jurisdiction, in either of which events none of the
Plan, the Trust, the Trustee, any Employer, the Board or the
Administrator will be under any further liability to anyone.

12.9	Divestitures

In the event of a sale by an Employer which is a corporation of:
(a) substantially all of the Employer's assets used in a trade or
business to an unrelated corporation, or (b) a sale of such
Employer's interest in a subsidiary to an unrelated entity or
individual, lump sum distributions shall be permitted from the
Plan, to Participants who continue employment with the corporation
acquiring such assets or who continue employment with such
subsidiary, as applicable; provided, however, that distributions
shall not be permitted under this Section 12.9 if the purchaser
agrees, in connection with the sale, to be substituted as the
Company as the sponsor of the Plan or to accept a transfer in a
transaction subject to Code section 414(l)(1) of the assets and
liabilities representing the Participants' benefits into a plan of
the purchaser or a plan to be established by the purchaser.

                  ARTICLE 13.  ADP AND ACP TESTS

13.1	Contribution Limitation Definitions

The following definitions are applicable to this Article 13 (where
a definition is contained in both Articles 2 and 13, for purposes
of this Article 13, the Article 13 definition shall be
controlling):

(a)	"ACP":  The Average Percentage calculated using
Contributions allocated to Participants as of a date within
the Plan Year.

(b)	"ACP Test":  The determination of whether the ACP is in
compliance with the Basic or Alternative Limitation for a
Plan Year (as defined in Section 13.2).

(c)	"ADP":  The Average Percentage calculated using Deferrals
allocated to Participants as of a date within the Plan Year.

(d)	"ADP Test":  The determination of whether the ADP is in
compliance with the Basic or Alternative Limitation for a
Plan Year (as defined in Section 13.2).

(e)	"Average Percentage":  The average of the calculated
percentages for Participants within the specified group.
The calculated percentage refers to either the "Deferrals"
or "Contributions" (as defined in this Section) made on each
Participant's behalf for the Plan Year, divided by his
Compensation for the portion of the Plan Year during which
he was both an Eligible Employee and a Participant (unless
the Company elects, pursuant to Section 2.14, to use
Compensation for the entire Plan Year).  Pre-Tax
Contributions to the Plan or comparable contributions to
plans of Related Companies which must be refunded solely
because they exceed the Contribution Dollar Limit are
included in the percentage for the HCE Group but not for the
NHCE Group.

(f)	"Contributions" shall include Matching Contributions and
After-Tax Contributions.  In addition, Contributions may
include Pre-Tax Contributions, but only to the extent that
(1) the Administrator elects to use them, (2) they are not
used or counted in the ADP Test, and (3) they otherwise
satisfy the requirements as prescribed under Code section
401(m) permitting treatment as Contributions for purposes of
the ACP Test.

(g)	"Deferrals" shall include Pre-Tax Contributions.

(h)	"HCE" or "Highly Compensated Employee":  With respect to all
Related Companies, an Employee who (in accordance with Code
section 414(q)):

(1)	Was a more than 5% Owner at any time during the Plan
Year or the preceding Plan Year; or

(2)	Received Compensation during the preceding Plan Year
in excess of $80,000 (as adjusted by the Commissioner
of Internal Revenue for the relevant year) and, if the
Company so elects, was a member of the top-paid group
of employees (i.e., the group consisting of the top
20% of employees when ranked on the basis of
Compensation) for such preceding Plan Year.

A former Employee shall be treated as an HCE if (1) such
former Employee was an HCE when he separated from service,
or (2) such former Employee was an HCE in service at any
time after attaining age 55.

The determination of who is an HCE and the determination of
the number and identity of Employees in the top-paid group
shall be made in accordance with Code section 414(q) and
regulations issued thereunder.  The Employer may make a
calendar year data election to determine the Highly
Compensated Employees for the Plan Year, as prescribed by
Treasury regulations or by other guidance published in the
Internal Revenue Bulletin.  A calendar year data election
must apply to all plans of the Employer that reference the
highly compensated employee definition in Code section
414(q).

(i)	"HCE Group" and "NHCE Group":  With respect to all Related
Companies, the respective group of HCEs and NHCEs who are
eligible to have amounts contributed on their behalf for the
Plan Year, including Employees who would be eligible but for
their election not to participate or to contribute, or
because their Pay is greater than zero but does not exceed a
stated minimum.  For Plan Years commencing after December
31, 1998, with respect to all Related Companies, if the Plan
permits participation prior to an Eligible Employee's
satisfaction of the minimum age and service requirements of
Code section 410(a)(1)(A), Eligible Employees who have not
met the minimum age and service requirements of Code section
410(a)(1)(A) may be excluded in the determination of the
NHCE Group, but not in the determination of the HCE Group,
for purposes of (i) the ADP Test, if Code section
410(b)(4)(B) is applied in determining whether the 401(k)
portion of the Plan meets the requirements of Code section
410(b), or (ii) the ACP Test, if Code 410(b)(4)(B) is
applied in determining whether the 401(m) portion of the
Plan meets the requirements of Code section 410(b).

(1)	If the Related Companies maintain two or more plans
which are subject to the ADP or ACP Test and are
considered as one plan for purposes of Code sections
401(a)(4) or 410(b), all such plans shall be
aggregated and treated as one plan for purposes of
meeting the ADP and ACP Tests, provided that the plans
may only be aggregated if they have the same plan
year.

(2)	If an HCE is covered by more than one cash or deferred
arrangement, or more than one arrangement permitting
employee or matching contributions, maintained by the
Related Companies, all such plans shall be aggregated
and treated as one plan (other than those plans that
may not be permissively aggregated) for purposes of
calculating the separate percentage for the HCE which
is used in the determination of the Average
Percentage.  For purposes of the preceding sentence,
if such plans have different plan years, the plans are
aggregated with respect to the plan years ending with
or within the same calendar year.

(j)	"Multiple Use Test":  The test described in Section 13.2
which a Plan must meet where the Alternative Limitation
(described in Section 13.2) is used to meet both the ADP and
ACP Tests.

(k)	"NHCE" or "Non-Highly Compensated Employee":  An Employee
who is not an HCE.

13.2	ADP and ACP Tests

For each Plan Year, the ADP and ACP for the HCE Group must meet
either the Basic or Alternative Limitation when compared to the
respective preceding Plan Year's ADP and ACP for the preceding
Plan Year's NHCE Group, defined as follows:

(a)	Basic Limitation.  The HCE Group Average Percentage may not
exceed 1.25 times the NHCE Group Average Percentage.

(b)	Alternative Limitation.  The HCE Group Average Percentage is
limited by reference to the NHCE Group Average Percentage as
follows:

	If the NHCE Group	Then the Maximum HCE
	Average Percentage is:	Group Average Percentage is:
	Less than 2%	2 times NHCE Group Average %
	2% to 8%	NHCE Group Average % plus 2%
	More than 8%	NA- Basic Limitation applies

Alternatively, the Company may elect to use the Plan Year's ADP
for the NHCE Group for the Plan Year and/or the Plan Year's ACP
for the NHCE Group for the Plan Year.  If such election is made,
such election may not be changed except as provided by the Code.

13.3	Correction of ADP and ACP Tests.

If the ADP or ACP Tests are not met, the Administrator shall
determine, no later than the end of the next Plan Year, a maximum
percentage to be used in place of the calculated percentage for
all HCEs that would reduce the ADP and/or ACP for the HCE Group by
a sufficient amount to meet the ADP and ACP Tests.

With regard to each HCE whose Deferral percentage and/or
Contribution percentage is in excess of the maximum percentage, a
dollar amount of excess Deferrals and/or excess Contributions
shall then be determined by (i) subtracting the product of such
maximum percentage for the ADP and the HCE's Compensation from the
HCE's actual Deferrals and (ii) subtracting the product of such
maximum percentage for the ACP and the HCE's Compensation from the
HCE's actual Contributions.  Such amounts shall then be aggregated
to determine the total dollar amount of excess Deferrals and/or
excess Contributions.  ADP and/or ACP corrections shall be made in
accordance with the leveling method as described below.

(a)	ADP Correction.  The HCE with the highest Deferral dollar
amount shall have his Deferral dollar amount reduced in an
amount equal to the lesser of the dollar amount of excess
Deferrals for all HCEs or the dollar amount that would cause
his Deferral dollar amount to equal that of the HCE with the
next highest Deferral dollar amount.  The process shall be
repeated until the total of the Deferral dollar amount
reductions equals the dollar amount of excess Deferrals for
all HCEs.

To the extent an HCE's Deferrals were determined to be
reduced as described in the paragraph above, Pre-Tax
Contributions shall, by the end of the next Plan Year, be
refunded to the HCE, except that such amount to be refunded
shall be reduced by Pre-Tax Contributions previously
refunded because they exceeded the Contribution Dollar
Limit.  The excess amounts shall first be taken from
unmatched Pre-Tax Contributions and then from matched Pre-
Tax Contributions.  Any Matching Contributions attributable
to refunded excess Pre-Tax Contributions as described in
this Section 13.3, adjusted for investment gain or loss for
the Plan Year to which the excess Pre-Tax Contributions
relate, shall be forfeited and used as described in
Article 9.

(b)	ACP Correction.  The HCE with the highest Contribution
dollar amount shall have his Contribution dollar amount
reduced in an amount equal to the lesser of the dollar
amount of excess Contributions for all HCEs or the dollar
amount that would cause his Contribution dollar amount to
equal that of the HCE with the next highest Contribution
dollar amount.  The process shall be repeated until the
total of the Contribution dollar amount reductions equals
the dollar amount of excess Contributions for all HCEs.

To the extent an HCE's Contributions were determined to be
reduced as described in the paragraph above, Contributions
shall, by the end of the next Plan Year, be refunded to the
HCE to the extent vested, and forfeited and used as
described in Article 9 to the extent such amounts were not
vested, as of the end of the Plan Year being tested.  The
excess amounts shall first be taken from After-Tax
Contributions and then from Matching Contributions.

(c)	Investment Fund Sources.  Once the amount of excess
Deferrals and/or Contributions is determined, and with
regard to excess Contributions, allocated by type of
Contribution, within each Account from which amounts are
refunded or forfeited, amounts shall first be taken from the
Investment Funds in direct proportion to the market value of
the Participant's interest in each Investment Fund which
excludes his Loan Account balance) as of the Valuation Date
on which the correction is processed.

13.4	Multiple Use Test

If the Alternative Limitation (defined in Section 13.2) is used to
meet both the ADP and ACP Tests, the ADP and ACP for the HCE Group
must also comply with the requirements of Code section 401(m)(9).
Such Code section requires that the sum of the ADP and ACP for the
HCE Group (as determined after any corrections needed to meet the
ADP and ACP Tests have been made) not exceed the sum (which
produces the most favorable result) of:

(a)	the Basic Limitation (defined in Section 13.2) applied to
either the ADP or ACP for the NHCE Group, and

(b)	the Alternative Limitation applied to the other NHCE Group
percentage.

13.5	Correction of Multiple Use Test

If the multiple use limit is exceeded, the Administrator shall
determine a maximum percentage to be used in place of the
calculated percentage for all HCEs that would reduce either or
both the ADP or ACP for the HCE Group by a sufficient amount to
meet the multiple use limit.  Any excess shall be corrected in the
same manner that excess Deferrals or Contributions are corrected.

13.6	Adjustment for Investment Gain or Loss

Any excess Deferrals or Contributions to be refunded to a
Participant or forfeited in accordance with this Article 13 shall
be adjusted for investment gain or loss.  Refunds or forfeitures
shall not include investment gain or loss for the period between
the end of the applicable Plan Year and the date of distribution
or forfeiture.

13.7	Testing Responsibilities and Required Records

The Administrator shall be responsible for ensuring that the Plan
meets the ADP Test, the ACP Test and the Multiple Use Test, and
that the Contribution Dollar Limit is not exceeded.  The
Administrator shall maintain records which are sufficient to
demonstrate that the ADP Test, the ACP Test and the Multiple Use
Test, have been met for each Plan Year for at least as long as the
Employer's corresponding tax year is open to audit.

13.8	Separate Testing

(a)	Collective Bargaining Units.  The performance of the ADP
Test, and if applicable, the ACP Test and the Multiple Use
Test, and any corrective action resulting therefrom, shall
be conducted separately with regard to Employees who are
eligible to participate in the Plan as a result of a
collective bargaining agreement.

(b)	Other.  In addition, testing may be conducted separately, at
the discretion of the Administrator and to the extent
permitted under Treasury regulations, with regard to any
group of Employees for whom separate testing is permissible
under such regulations.

            ARTICLE 14.  MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

14.1	"Annual Addition" Defined

The sum for a Plan Year of all (i) contributions (excluding
rollover contributions) and forfeitures allocated to the
Participant's Account and his account in all other defined
contribution plans maintained by any Related Company, (ii) amounts
allocated to the Participant's individual medical account (within
the meaning of Code section 415(l)(2)) which is part of a defined
benefit plan maintained by any Related Company, and (iii) if the
Participant is a key employee (within the meaning of Code section
419A(d)(3)) for the applicable or any prior Plan Year, amounts
attributable to post-retirement medical benefits allocated to his
separate account under a welfare benefit fund (within the meaning
of Code section 419(e)) maintained by any Related Company.  The
Plan Year refers to the year to which the allocation pertains,
regardless of when it was allocated.  The Plan Year shall be the
Code section 415 limitation year.

14.2	Maximum Annual Addition

Notwithstanding any provision of the Plan to the contrary, a
Participant's Annual Addition for any Plan Year shall not exceed
the lesser of (i) 25% of his Compensation or (ii) $30,000 (as
adjusted for cost of living increases pursuant to Code section
415(d)); provided, however, that clause (i) shall not apply to
Annual Additions described in clauses (ii) and (iii) of Section
14.1.

14.3	Avoiding an Excess Annual Addition

If, at any time during a Plan Year, the allocation of any
additional Contributions would produce an excess Annual Addition
for such year, Contributions to be made for the remainder of the
Plan Year shall be limited to the amount needed for each affected
Participant to receive the maximum Annual Addition.

14.4	Correcting an Excess Annual Addition

If, as a result of the allocation of forfeitures, a reasonable
error in estimating a Participant's annual compensation, or a
reasonable error in determining the amount of elective deferrals
(within the meaning of Code section 402(g)(3)) that may be made
with respect to any individual under the limits of Code
section 415, or if under other facts and circumstances as are
found by the Internal Revenue Service to justify the availability
of the rules set forth in this Section 14.4, the annual additions
to a Participant's Accounts for a limitation year would cause the
limitations of Code section 415(c) applicable to that Participant
for the limitation year to be exceeded, then the excess amounts
shall be eliminated in the following manner:

(a)	The Participant's After-Tax Contributions for the limitation
year, together with any income attributable to such
Contributions, will be repaid to the Participant to the
extent necessary to eliminate such excess.  Any amounts
returned will be disregarded for purposes of applying the
limitation set forth in Section 14.2.

(b)	If, after the application of the immediately preceding
paragraph, an excess still exists, then the Participant's
unmatched Pre-Tax Contributions for the limitation year,
together with any income attributable to such Contributions,
will be repaid to the Participant to the extent necessary to
eliminate such excess.  Any amounts returned will be
disregarded for purposes of applying the limitation set
forth in Section 14.2.

(c)	If, after the application of the immediately preceding
paragraph, an excess still exists, then the Participant's
matched Pre-Tax Contributions for the limitation year,
together with any income attributable to such contributions,
will be repaid to the Participant (and any related Matching
Contributions will be forfeited) to the extent necessary to
eliminate such excess.  Any amounts returned will be
disregarded for purposes of applying the limitation set
forth in Section 4.5.

(d)	If, after the application of the immediately preceding
paragraph, an excess still exists, then the remaining excess
will be forfeited by the Participant and used as described
in Article 9.

14.5	Correcting a Multiple Plan Excess

If a Participant, whose Account is credited with an excess Annual
Addition, received allocations to more than one defined
contribution plan, the excess shall be corrected by reducing the
Annual Addition to the Plan only after all possible reductions
have been made to the other defined contribution plans.

                     ARTICLE 15.  TOP HEAVY RULES

15.1	Top Heavy Definitions

When capitalized, the following words and phrases have the following
meanings when used in this Article 15:
(a)	"Aggregation Group":  The group consisting of each qualified
plan of the Related Companies (1) in which a Key Employee is
a participant or was a participant during the determination
period (regardless of whether such plan has terminated), or
(2) which enables another plan in the group to meet the
requirements of Code sections 401(a)(4) or 410(b).  The
Administrator may also treat any other qualified plan of the
Related Companies as part of the group if the resulting
group would continue to meet the requirements of Code
sections 401(a)(4) and 410(b) with such plan being taken
into account.

(b)	"Determination Date":  For any Plan Year, the last Valuation
Date of the preceding Plan Year or, in the case of the
Plan's first Plan Year, the last Valuation Date of that Plan
Year.

(c)	"Key Employee":  A current or former Employee (or his
Beneficiary) who at any time during the five-year period
ending on the Determination Date was:

(1)	an officer of a Related Company whose Compensation (i)
exceeds 50% of the amount in effect under Code section
415(b)(1)(A) and (ii) places him within the following
highest paid group of officers:

	Number of Employees            Number of
     Not Excluded Under Code         Highest Paid
        Section 414(q)(5)         Officers Included

          Less than 30                    3
           30 to 500            10% of the number of
                              Employees not excluded
                                under Code section
                                      414(q)(8)
         More than 500                   50

(2)	a more than 5% Owner,

(3)	a more than 1% Owner whose Compensation exceeds
$150,000, or

(4)	a more than 0.5% Owner who is among the 10 Employees
owning the largest interest in a Related Company and
whose Compensation exceeds the amount in effect under
Code section 415(c)(1)(A).

(d)	"Plan Benefit":  The sum as of the Determination Date of (1)
an Employee's Account, (2) the present value of his other
accrued benefits provided by all qualified plans within the
Aggregation Group, and (3) the aggregate distributions made
within the five year period ending on such Date.  For this
purpose, the present value of the Employee's accrued benefit
in a defined benefit plan shall be determined by the method
that is used for benefit accrual purposes under all such
plans maintained by the Related Companies or, if there is no
such single method used under all such plans, as if the
benefit accrues no more rapidly than the slowest rate
permitted by the fractional accrual rule in Code section
411(b)(1)(C).  Plan Benefits shall exclude rollover
contributions and similar transfers made after December 31,
1983 as provided in Code section 416(g)(4)(A).

(e)	"Top Heavy":  The Plan's status when the Plan Benefits of
Key Employees account for more than 60% of the Plan Benefits
of all Employees who have performed services at any time
during the five-year period ending on the Determination
Date.  The Plan Benefits of Employees who were, but are no
longer, Key Employees (because they have not been an officer
or Owner during the five-year period), are excluded in the
determination.

15.2	Special Contributions

(a)	Minimum Contribution Requirement.  For each Plan Year in
which the Plan is Top Heavy, the Employer shall not allow
any contributions (other than a Rollover Contribution from a
plan maintained by a non Related Company) to be made by or
on behalf of any Key Employee unless the Employer makes a
contribution (other than contributions made by an Employer
in accordance with a Participant's salary deferral election
or contributions made by an Employer based upon the amount
contributed by a Participant) on behalf of all Participants
who were Eligible Employees as of the last day of the Plan
Year in an amount equal to at least 3% of each such
Participant's Compensation.

(b)	Overriding Minimum Benefit.  Notwithstanding, contributions
shall be permitted on behalf of Key Employees if the
Employer also maintains a defined benefit plan which
automatically provides a benefit which satisfies the Code
section 416(c)(1) minimum benefit requirements, including
the adjustment provided in Code section 416(h)(2)(A), if
applicable.  If the Plan is part of an Aggregation Group
under which a Key Employee is receiving a benefit and no
minimum contribution is provided under any other plan, a
minimum contribution of at least 3% of Compensation shall be
provided to the Participants specified in the preceding
paragraph, except that if the Aggregation Group consists of
a top heavy defined benefit plan "5%" shall be substituted
for the preceding reference to "3%" with regard to the
Participants specified in the preceding paragraph who are
also covered under the defined benefit plan.

15.3	Special Vesting

If the Plan becomes Top Heavy, vesting for all Employees shall
thereafter be accelerated to the extent the following vesting
schedule produces a greater vested percentage for the Employee
than the normal vesting schedule at any relevant time:

	Years of Vesting           Vested
            Service             Percentage

          Less than 3                0%
           3 or more               100%


                ARTICLE 16.  PLAN ADMINISTRATION

16.1	Company is ERISA Plan Administrator

The Company is the administrator of the Plan (within the meaning
of ERISA section 3(16)) and is responsible for compliance with all
reporting and disclosure requirements, except those that are
explicitly the responsibility of the Trustee under applicable law.
The Administrator shall have any necessary authority to carry out
such functions through the actions of the duly appointed officers
of the Company.

16.2	Authority of Administrator

The Administrator shall have and exercise all discretionary and
other authority to control and manage the operation and
administration of the Plan, except such authority as may be
specifically allocated otherwise under the terms of the Plan, and
shall have the power to take any action(s) necessary or
appropriate to carry out such authority.  Without limiting the
foregoing, and in addition to the authority and duties specified
elsewhere herein, the Administrator shall have the exclusive right
and discretionary authority to:

(a)	construe and interpret the terms and provisions of the Plan;

(b)	determine the eligibility of any person for benefits under
this Plan, the amount of any such benefits and all other
questions pertaining to the rights of Participants and their
Beneficiaries hereunder;

(c)	take all steps deemed necessary or advisable by the
Administrator to correct mistakes in administering the Plan;

(d)	formulate, issue, and apply such rules and regulations as it
deems necessary or appropriate for the proper and efficient
administration of the Plan, provided that such rules are not
inconsistent with the terms of the Plan;

(e)	prescribe and require the use of appropriate forms;

(f)	direct the Trustee concerning all payments to be made
pursuant to the provisions of the Plan;

(g)	determine the existence of a Disability and, in this
connection, may require any Participant to submit to a
physical examination by a licensed physician, in accordance
with uniform rules and procedures consistently applied to
similarly situated individuals; and

(h)	determine and resolve any and all questions arising under
this Plan or in connection with the administration thereof
or the applicability thereof to any and all individuals, and
remedy possible ambiguities or omissions.

16.3	Actions Conclusive

All determinations, conclusions, interpretations, corrections,
decisions and other actions of the Administrator in respect of any
matter or question relating to the Plan or the administration
thereof shall be final, conclusive, and binding on all persons
affected thereby and shall be given the maximum possible deference
allowed by law.

16.4	Advisors May be Retained

The Administrator may retain such agents and advisors (including
attorneys, accountants, actuaries, consultants, record keepers,
investment counsel and administrative assistants) as it considers
necessary or desirable to assist it in the performance of its
duties.  Such agents and advisors may be persons who render
services or advice to the Employer, a Related Company or the
Trustee.

16.5	Furnishing of Information

Any person claiming benefits under this Plan must furnish to the
Administrator such documents, evidence, data, or other information
as the Administrator deems necessary or desirable for the purpose
of administering this Plan or to protect the Plan, the Trust, the
Employers, the Board, the Administrator or the Trustee and the
provisions of this Plan for each such person are upon the
condition that each will furnish promptly full, true and complete
data, evidence, and information when requested by the
Administrator.  The Employer, the Board, the Administrator, the
Committee and the Trustee are fully protected in acting and
relying upon any information furnished by any person pursuant to
the immediately preceding sentence.

16.6	Claims Procedure

(a)	Effective Date.  The claims procedure set forth below is
effective for claims decided on or after January 1, 2002.
Claims decided prior to January 1, 2002 shall be decided
under the claims procedure in effect at the time of such
decision

(b)	Filing Claim.  A Participant or a Beneficiary, or the
authorized representative of either (the "Claimant"), who
believes that he has been denied benefits to which he is
entitled under the Plan may file a written claim for such
benefits with the Administrator.  The Administrator may
prescribe a form for filing such claims, and, if it does so,
a claim will not be deemed properly filed unless such form
is used, but the Administrator shall provide a copy of such
form to any person whose claim for benefits is improper
solely for this reason.

(c)	Claim Review.  Claims that are properly filed will be
reviewed by the Administrator, which will make its decision
with respect to such claim and notify the Claimant in
writing of such decision within 90 days (45 days in the case
of a claim related to the Participant's Disability) after
the Administrator's receipt of the written claim, provided
that the 90-day period (45-day period in the case of a claim
related to the Participant's Disability) can be extended for
up to an additional 90 days (30 days in the case of a claim
related to the Participant's Disability) if the
Administrator determines that special circumstances require
an extension of time to process the claim and the Claimant
is notified in writing of the extension, and the reasons
therefor, prior to the commencement of the extension.  If
the claim is wholly or partially denied, the written
response to the Claimant shall include:

(1)	The specific reasons for the denial;

(2)	References to the specific provisions of the Plan
document on which the denial is based;

(3)	A description of any additional information necessary
for the Claimant to perfect his claim and an
explanation why such information is necessary;

(4)	A description of the Plan's claim appeal procedure
(and the time limits applicable thereto), as set forth
in subsection (c) immediately below;

(5)	A statement of the Claimant's right to bring a civil
action under ERISA following an adverse determination
on appeal; and

(6)	In the case of an adverse benefit determination
related to the Participant's Disability:

(i)	if an internal rule, guideline, protocol or
other similar criterion was relied upon in
making the adverse determination, either the
specific rule, guideline, protocol or other
similar criterion; or a statement that such a
rule, guideline, protocol or similar criterion
was relied upon in making the adverse
determination and that a copy of such rule,
guideline, protocol or other criterion will be
provided free of charge to the Claimant upon
request; or

(ii)	if the adverse benefit determination is based on
a medical necessity or experimental treatment or
similar exclusion or limit, either an
explanation of the scientific or clinical
judgment for the determination, applying the
terms of the Plan to the Claimant's medical
circumstances, or a statement that such
explanation will be provided free of charge upon
request."

(c)	Appeal.  If the claim is denied in whole or in part, the
Claimant may appeal such denial by filing a written request
for appeal with the Administrator within 60 days (180 days
in the case of a claim related to the Participant's
Disability) of receiving written notice that the claim has
been denied.  Such written request for appeal should
include:

(1)	A statement of the grounds on which the appeal is
based;

(2)	Reference to the specific provisions in the Plan
document which support the claim;

(3)	The reason or argument why the Claimant believes the
claim should be granted and evidence supporting each
reason or argument; and

(4)	Any other relevant documents or comments that the
Claimant wishes to include.

Appeals will be considered by the Administrator, which will
take into account all comments, documents, records and other
information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or
considered in the initial determination.  The Administrator
will make its decision with respect to any such appeal, and
notify the Claimant in writing of such decision, within 60
days (45 days in the case of a claim related to the
Participant's Disability) after the Administrator's receipt
of the written request for appeal; provided that the 60-day
period (45-day period in the case of a claim related to the
Participant's Disability) can be extended for up to an
additional 60 days (45 days in the case of a claim related
to the Participant's Disability) if the Administrator
determines that special circumstances require an extension
of time to process the appeal and the Claimant is notified
in writing of the extension, and the reasons therefor, prior
to the commencement of the extension.  In the event the
claim is denied on appeal, the written denial will include:

(1)	The specific reasons for the denial;

(2)	References to the specific provisions of the Plan
document on which the denial is based;

(3)	A statement of the Claimant's right to bring a civil
action under ERISA; and

(4)	in the case of an adverse benefit determination
related to the Participant's Disability:

(i)	if an internal rule, guideline, protocol or
other similar criterion was relied upon in
making the adverse determination, either the
specific rule, guideline, protocol or other
similar criterion; or a statement that such a
rule, guideline, protocol or similar criterion
was relied upon in making the adverse
determination and that a copy of such rule,
guideline, protocol or other criterion will be
provided free of charge to the Claimant upon
request;

(ii)	if the adverse benefit determination is based on
a medical necessity or experimental treatment or
similar exclusion or limit, either an
explanation of the scientific or clinical
judgment for the determination, applying the
terms of the Plan to the Claimant's medical
circumstances, or a statement that such
explanation will be provided free of charge upon
request; and

(iii)	the following statement:  "You and your Plan may
have other voluntary alternative dispute
resolution options, such as mediation.  One way
to find out what may be available is to contact
your local U.S. Department of Labor Office or
your State insurance regulatory agency."

(d)	Provision of Documents, Records and Other Information.
During the appeal period, the Claimant will be provided,
upon request and free of charge, reasonable access to, and
copies of, documents, records and other information relevant
to his claim.  A document, record or other information will
be considered "relevant" to a Claimant's claim, if such
document, record or other information:

(1)	Was relied upon by the Administrator in reaching its
decision on the claim;

(2)	Was submitted, considered or generated in the course
of deciding the claim, without regard to whether the
document, record or other information was relied upon
by the Administrator in reaching its decision on the
claim; or

(3)	Demonstrates compliance with the administrative
processes and safeguards required under Department of
Labor regulations in making the benefit determination.

(e)	Standard of Review.  Any further review, judicial or
otherwise, of the Administrator's decision on the Claimant's
claim will be limited to whether, in the particular
instance, the Administrator abused its discretion.  In no
event will such further review, judicial or otherwise, be on
a de novo basis, as the Administrator has discretionary
authority to determine eligibility for benefits and to
construe and interpret the terms of the Plan.

16.7	Delegation of Administrator Duties

The Company may appoint a committee or committees to assist the
Company in the administration of the Plan.  Any such appointment
shall specify the duties, powers and authority being delegated to
the Committee; provided, however, that except to the extent that
the Company provides otherwise, any delegation of duties to the
Committee shall carry with it the full discretionary authority of
the Administrator to complete such duties.  The Company shall
provide the Trustee with the names and specimen signatures of any
persons authorized to serve as Committee members and act as or on
its behalf.  Committee members shall serve at the pleasure of the
Company, but may resign by written notice delivered to the
Secretary of the Board.  In the case of a vacancy in the
membership of the Committee, the remaining members of the
Committee may exercise any and all duties, powers and authority
conferred upon the Committee pending the filling of the vacancy by
the Company.  Committee members shall serve without compensation
from the Plan for such services.

16.8	Committee Operating Rules

(a)	Actions of Majority.  Any act delegated by the Company to
the Committee may be done by a majority of its members.  The
majority may be expressed by a vote at a meeting or in
writing without a meeting, and a majority action shall be
equivalent to an action of all Committee members.

(b)	Meetings.  The Committee shall hold meetings upon such
notice, place and times as it determines necessary to
conduct its functions properly.  The Committee shall keep
proper records of its proceedings and acts.

(c)	Delegation.  The Committee may authorize one or more of its
members to execute documents on its behalf and may delegate
to one or more of its members or other individuals who are
not members any of its rights, powers, duties and
responsibilities as it deems appropriate and as may be so
delegated under ERISA.  Any such delegation shall be set
forth in writing, shall be reviewed periodically by the
Committee and shall be terminable upon such notice as the
Committee in its discretion deems reasonable and proper
under the circumstances.

16.9	Liability and Indemnification

The members of the Committee shall use ordinary care and diligence
in the performance of their duties, but no member shall be
personally liable by virtue of any contract, agreement, or other
instrument made or executed by him or on his behalf as a member of
the Committee, nor for any mistake of judgment made by himself or
any other member, nor for any loss, except insofar as liability
may be imposed by ERISA or other applicable law.  No member shall
be liable for the neglect, omission, or wrongdoing of any other
member of the Committee or of the agents or counsel of the
Committee, except insofar as liability may be imposed by ERISA or
other applicable law.  The Employer, the directors on the Board,
the Trustee, the Administrator, the members of the Committee and
the officers, agents and representatives of any or all of them
shall be entitled to rely upon all tables, annual or other
valuations, computations, certificates, and reports furnished by
any actuary selected or approved by the Company, upon all
certificates and reports made by any accountant selected or
approved by the Company and upon all opinions given by any legal
counsel selected or approved by the Company.  The Employer shall
indemnify, defend and hold harmless each member and officer of the
Committee from, against and with respect to any and all expenses,
costs and liabilities, including attorneys' fees, arising out of
any act or omission to act as a member or officer of the
Committee, except such liabilities and expenses as are due to his
gross negligence, willful misconduct or bad faith.

16.10	Agent for Service of Process

If a Committee has been appointed pursuant to Section 16.7,
service of legal process with respect to all matters pertaining to
the Plan may be made on any member of such Committee.  If no
Committee has been appointed, then service may be made on the
Company's registered agent for service of process.

16.11	Authority to Act for Company

Any power or authority reserved to the Company hereunder will be
exercised by the Board, except that the Board may delegate such
power and authority to any person(s), committee(s) or
organization(s) it deems appropriate.

                       ARTICLE 17.  TRUST

17.1	Trust Agreement

The Plan will be funded through the Trust.  All contributions will
be paid to the Trustee to be held in the Trust.  The Trustee will
hold, invest and distribute the funds in the Trust in accordance
with the terms of the Trust Agreement and the Plan.  The Trustee
will not be liable or responsible for determining the amount of
any contributions to the Trust or for enforcing payment of such
contributions.

17.2	Expenses

All fees and other expenses of the Trustee, the Plan and the Trust
will be paid from the Trust, to the extent not paid by the
Employer.  The Administrator may charge expenses directly to the
Accounts to which such expenses relate, if it determines that it
is appropriate to do so.  The Company may determine that the
Employers will pay a lower portion of the fees and expenses
allocable to the Accounts of Participants who are no longer
Employees or who are not Beneficiaries, unless doing so would
result in discrimination prohibited under Code section 401(a)(4)
or a significant detriment prohibited by Code section 411(a)(11).

             ARTICLE 18.  AMENDMENT, MERGER AND TERMINATION

18.1	Amendment

(a)	The Company reserves the right to amend the Plan at any
time, to any extent and in any manner it may deem necessary
or appropriate.  The Committee (if one is appointed by the
Company pursuant to Section 16.7 hereof) shall have the
authority to adopt Plan amendments which are administrative
in nature, are required by law or regulation to maintain the
qualified status of the Plan under the Code or are
reasonably determined by the Administrator to have no
substantial adverse financial impact upon any Employer or
the Plan.  All interested parties shall be bound by any
amendment, provided that no amendment shall:

(1)	except to the extent permissible under ERISA and the
Code, make it possible for any portion of the Trust
assets to revert to an Employer or to be used for, or
diverted to, any purpose other than for the exclusive
benefit of Participants and Beneficiaries entitled to
Plan benefits and to defray reasonable expenses of
administering the Plan;

(2)	decrease the rights of any Participant to benefits
accrued (including the elimination of optional forms
of benefits) to the date on which the amendment is
adopted, or if later, the date upon which the
amendment becomes effective, except to the extent
permitted under ERISA and the Code; nor

(3)	permit a Participant to be paid any portion of his
Account subject to the distribution rules of Code
section 401(k) unless the payment would otherwise be
permitted under Code section 401(k).

(b)	If the Plan is amended to change a vesting schedule, such
amendment shall not be applied to reduce the nonforfeitable
percentage of any Participant's accrued benefit derived from
Employer contributions (determined as of the later of the
date the Employer adopts the amendment or the date the
amendment becomes effective) to a percentage less than the
nonforfeitable percentage computed under the Plan without
regard to the amendment.  Unless expressly provided
otherwise, the amended vesting schedule will apply to a
Participant only if the Participant is credited with at
least one Hour of Service after the new vesting schedule
becomes effective.

(c)	If the Company or Administrator makes a permissible
amendment to the vesting schedule, each Participant whose
nonforfeitable percentage of his Account balance is
determined under such schedule, and who has completed at
least three Years of Vesting Service at the time of the
amendment to the vesting schedule may elect to have the
percentage of his nonforfeitable Account balance computed
under the Plan without regard to the amendment.  The
Participant must file his election with the Administrator
within 60 days after the latest of (1) the date the
amendment is adopted; (2) the effective date of the
amendment; or (3) the date the Participant is issued written
notice of the amendment.  The Administrator shall forward a
true copy of any amendment to the vesting schedule to each
affected Participant, together with an explanation of the
effect of the amendment, the appropriate form upon which the
Participant may make an election to remain under the vesting
schedule provided under the Plan prior to the amendment and
notice of the time within which the Participant must make an
election to remain under the prior vesting schedule.
Notwithstanding the foregoing, the election described in
this paragraph does not apply to a Participant if the
amended vesting schedule provides for vesting at least as
rapid at all times as the vesting schedule in effect prior
to the amendment.

(d)	Amendments may be retroactive to the extent permitted by
applicable law and regulations.

18.2	Merger

The Plan may not be merged or consolidated with, nor may its
assets or liabilities be transferred to, another plan unless each
Participant and Beneficiary would, if the resulting plan were then
terminated, receive a benefit just after the merger, consolidation
or transfer which is at least equal to the benefit which would be
received if either plan had terminated just before such event.

18.3	Plan Termination and Complete Discontinuance of Contributions

The Company may, at any time and for any reason, terminate the
Plan or completely discontinue contributions.  Upon either of
these events, or in the event of a partial termination of the Plan
within the meaning of Code section 411(d)(3), the Accounts of each
affected Participant who has not yet incurred a forfeitable event
as described in Article 9 shall be fully vested.

In the event of the Plan's termination, if no successor plan is
established or maintained, lump sum distributions shall be made in
accordance with the terms of the Plan as in effect at the time of
the Plan's termination or as thereafter amended, provided that a
post-termination amendment shall not be effective to the extent
that it violates Section 18.1 unless it is required in order to
maintain the qualified status of the Plan upon its termination.
The Trustee's and the Employer's authority shall continue beyond
the Plan's termination date until all Trust assets have been
liquidated and distributed.

18.4	Termination of Employer's Participation

(a)	Termination of Participation by Company.  The Company
reserves the right, in its sole discretion and at any time,
to terminate the participation in the Plan of any or all
Employers.  Any such termination shall be effective
immediately upon notice of such termination from the Company
to the Trustee and the Employer being terminated or, if
later, on the date specified in such notice.

(b)	Termination of Participation by Employer.  Any Employer may
terminate its participation in the Plan by action of its
board of directors, subject to the Company's approval.  Such
termination shall be effective as soon as administratively
practicable after approved by the Company or on such other
date as the Company may specify.

(c)	Post-Termination Treatment.  If an Employer's participation
in the Plan terminates under subsection (a) or (b)
immediately above, the Plan shall not terminate, but the
portion of the Plan that is attributable to the terminated
Employer shall become a separate plan, and the Administrator
shall inform the Trustee of the portion of the Trust assets
that is then attributable to the participation of the
terminated Employer.  Such portion shall, as soon as
administratively practicable after such termination, be set
apart by the Trustee as a separate trust which shall be a
part of the separate plan of the terminated Employer.
Following any such termination, the administration, control,
and operation of the Plan with respect to the terminated
Employer shall be on a separate basis in accordance with the
terms hereof, or as such terms may be amended by appropriate
action of the terminated Employer in accordance with the
provisions of this Article 18.

                     ARTICLE 19.  MISCELLANEOUS

19.1	Exclusive Benefit

No part of the Trust shall be used for, or diverted to, purposes
other than the exclusive benefit of Participants and their
Beneficiaries under the Plan, and for defraying the reasonable
expenses of administering the Plan.

19.2	No Rights

Neither the establishment or maintenance of the Plan, nor any
modification thereof, nor any provisions thereof, nor any payment
of benefits thereunder shall be deemed to give any Employee or any
other person whomsoever any legal or equitable right against the
Board, the Administrator, the Committee, the Trustee or any
Employer, or to give any Employee or other person whomsoever the
right to be retained in the service of any Employer or to
interfere with any Employer's right to terminate any Employee at
any time and for any reason.  No Employee, prior to the time he
becomes entitled to receive benefits in accordance with this Plan,
shall have any right or interest in or to any portion of the
assets of the Plan, and no Employee or other individual shall have
any right to benefits, except to the extent provided herein.

19.3	Fiduciary Liability

None of the Employers, the Board, the Administrator, the
Committee, the Trustee or any other person shall be liable for any
act or failure to act unless such is a breach of duty under ERISA.
No fiduciary shall be responsible for any act or failure to act of
another fiduciary, except as specifically provided otherwise under
ERISA.

19.4	Limited Return of Contributions

The Employer contributes to the Plan on the condition that its
Contributions are not due to a mistake of fact and are deductible
under Code Section 404.  The Trustee, upon written request from
the Company, will return to an Employer the amount of the
Employer's Contribution made by the Employer by mistake of fact or
the amount of the Employer's Contribution disallowed by the
Internal Revenue Service as a deduction under Code section 404;
provided, however, that the Trustee will not return any portion of
an Employer's contribution under the provisions of this
Section 19.3 more than one year after the Employer made the
Contribution by mistake of fact or the deduction is disallowed,
whichever is applicable.  The Trustee will not increase the amount
of an Employer's Contribution returnable under this Section 19.3
for any earnings attributable to the Contribution, but the Trustee
will decrease an Employer's Contribution returnable for any losses
attributable to it.  The Trustee may require the Company or the
Employer to furnish it whatever evidence the Trustee deems
necessary to enable the Trustee to confirm that the amount the
Company has requested to be returned is properly returnable under
the Code and ERISA.

19.5	Qualified Military Service

Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with
Code Section 414(u).  Furthermore, notwithstanding any provision
of the Plan to the contrary, Participant loan payments may be
suspended during a period of qualified military service, even if
such period exceeds 12 months.

19.6	Assignment and Alienation

No Account or benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment
(either at law or in equity), pledge, encumbrance, garnishment,
levy, execution, charge, or other legal or equitable process and
any attempt to do so shall be void, nor shall any such Accounts or
benefits be in any way liable for or subject to the debts,
contracts, liabilities, engagements, or torts of any person
entitled to such Accounts or benefits, except (1) as provided in a
qualified domestic relations order, as defined in Code
Section 414(p) or a judgment, order, decree or settlement
agreement described in Code Section 401(a)(13) issued or entered
into after August 4, 1997, or (2) as security for a loan from the
Plan which is permitted pursuant to Code section 4975.

19.7	Missing Participant or Beneficiary

Each person eligible to receive benefits under this Plan must file
with the Administrator in writing his mailing address and each
change of address until payment of his benefit is made.  Any
communication, statement, or notice addressed to such person at
his last mailing address filed with the Administrator or Trustee
(or if no mailing address was filed with the Administrator or
Trustee, then his last mailing address shown in the Employers'
records) will be binding upon such person for all purposes of this
Plan, and none of the Employer, the Trustee or the Administrator
shall be obligated to search for or ascertain the whereabouts of
any such person.  If the Administrator sends notice to such
address, addressed to such person, stating that he is entitled to
payment under the Plan, and in such notice states the provisions
of this subparagraph, and such person fails to claim his benefits
or fails to make his whereabouts known in writing to the
Administrator within six months after the date such notice is
sent, the amount held for such person shall be forfeited and
applied in the manner described in Section 9.6.  The benefit will
be reinstated (without earnings for the period of forfeiture) from
forfeitures for the Plan Year in which reinstatement occurs, or to
the extent that such forfeitures are insufficient, from a special
Employer contribution, if at any later date claim is made therefor
by such person or his Beneficiary.

19.8	Suspension of Certain Plan Provisions During Conversion Period

Notwithstanding any provision of the Plan to the contrary, during
any Conversion Period, in accordance with procedures established
by the Administrator, the Administrator may temporarily suspend,
in whole or in part, certain provisions under the Plan, which may
include, but are not limited to, a Participant's right to change
his Contribution election, a Participant's right to change his
investment election and a Participant's right to borrow or
withdraw from his Account or obtain a distribution from his
Account.

19.9	QDRO Procedures

(a)	The Administrator shall establish reasonable procedures to
determine whether a domestic relations order constitutes a
QDRO.  Within a reasonable period of time after receiving
the domestic relations order, the Administrator must
determine whether the order constitutes a QDRO and must
notify the Participant and each Alternate Payee under such
order of its determination.  If any portion of the
Participant's Account balance is payable during the period
the Administrator is making its determination of the
qualified status of the domestic relations order, the
Administrator shall direct the Trustee to make a separate
accounting of the amounts payable.  If the Administrator
determines the order is a qualified domestic relations order
within 18 months of the date amounts first are payable
following receipt of the order, the Administrator shall
direct the Trustee to distribute the payable amounts in
accordance with the order.  If the Administrator does not
make its determination of the qualified status of the order
within the 18-month determination period, the Administrator
will direct the Trustee to distribute the payable amounts in
the manner the Plan would distribute if the order did not
exist and will apply the order prospectively if the
Administrator later determines the order is a QDRO.

(b)	Notwithstanding any provision of the Plan to the contrary,
in accordance with procedures established by the
Administrator, the Administrator may temporarily suspend a
Participant's right to borrow or withdraw from his Account
or obtain a distribution from his Account, if (i) the
Administrator receives a domestic relations order and the
Participant's Account is a source of the payment for such
domestic relations order, or (ii) if the Administrator
receives notice that a domestic relations order is being
sought by the Participant, his spouse, former spouse, child
or other dependent (as defined in Code section 152) and the
Participant's Account is a source of the payment for such
domestic relations order.  Such suspension may continue for
a reasonable period of time (as determined by the
Administrator) which may include the period of time the
Administrator, a court of competent jurisdiction or other
appropriate person is determining whether the domestic
relations order qualifies as a QDRO.

19.10	Construction

Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases
where they would so apply; and wherever any words are used herein
in the singular or plural, they shall be construed as though they
were used in the plural or singular, as the case may be.  The
words "hereof," "herein," "hereunder" and other similar compounds
of the word "here" shall mean and refer to this entire document
and not to any particular article or section.  Headings are
included for reading convenience.  The text shall control if any
ambiguity or inconsistency exists between the headings and the
text.  The singular and plural shall be interchanged wherever
appropriate.  References to Participant shall include Alternate
Payee and/or Beneficiary when appropriate and even if not
otherwise already expressly stated.

19.11	Jurisdiction and Severability

The Plan shall be construed, regulated and administered under
ERISA and other applicable federal laws and, where not otherwise
preempted, by the laws of the State of Washington.  If any
provision of the Plan is or becomes invalid or otherwise
unenforceable, that fact shall not affect the validity or
enforceability of any other provision of the Plan.  All provisions
of the Plan shall be construed so as to render them valid and
enforceable in accordance with their intent.

         *          *          *          *          *

TO RECORD THE ADOPTION of this amendment and restatement of the Plan, the
Company has caused it to be executed on this 25th day of February,
2002.

                                LONGVIEW FIBRE COMPANY

                                By: L. J. Holbrook
                               Its: Sr. Vice President-Finance