Longview Fibre Company Hourly Employees 401(k) Savings Plan and Trust

	As Amended and Restated Effective January 1, 1998


Longview Fibre Company (the "Company") previously established the Longview 
Fibre Company Hourly Employees 401(k) Savings Plan (the "Plan"), for the 
exclusive benefit of eligible employees of the Company and its participating 
affiliates. The Plan is intended to constitute a qualified profit sharing 
plan, as described in Code section 401(a), which includes a qualified cash or 
deferred arrangement, as described in Code section 401(k). 

The provisions of the Plan and Trust relating to the Trustee constitute the 
trust agreement which is entered into by and between Longview Fibre Company 
and Merrill Lynch Trust Company, FSB.  The Trust is intended to be tax exempt, 
as described in Code section 501(a).

The Plan is intended to comply with the qualification requirements of the 
Small Business Job Protection Act of 1996 (the "SBJPA") and is intended to 
comply in operation therewith.  To the extent that the Plan, as set forth 
below, is subsequently determined to be insufficient to comply with such 
requirements and any regulations issued under the SBJPA, the Plan shall later 
be amended to so comply.

The Plan constitutes an amendment and restatement of the Longview Fibre 
Company Hourly Employees 401(k) Savings Plan effective January 1, 1998, which 
was originally established effective as of June 3, 1985, and its related trust 
agreement. The Plan and Trust were last restated effective January 1, 1991 and 
amended six times thereafter including a change in trustee amendment effective 
January 1, 1998.

The Longview Fibre Company Hourly Employees 401(k) Savings Plan and Trust, as 
set forth in this document, is hereby amended and restated effective as of 
January 1, 1998.



Date:    12/18           , 1998     Longview Fibre Company

                                         \s\ L.J. Holbrook
                                    By:  L.J. Holbrook
                                         Title:  Sr. VP Finance
                        

The trust agreement set forth in those provisions of the Plan and Trust which 
relate to the Trustee is hereby executed.

Date:     12/30           , 1998     Merrill Lynch Trust Company, FSB

                                          \s\ Mary Galie
                                     By:  Mary Galie
                                          Title:  Consultant, AVP
                       
	

TABLE OF CONTENTS

1	DEFINITIONS	1

2	ELIGIBILITY	11
2.1	Eligibility	11
2.2	Ineligible Employees	11
2.3	Ineligible, Terminated or Former Participants	11

3	PARTICIPANT CONTRIBUTIONS	12
3.1	Pre-Tax Contribution Election	12
3.2	After-Tax Contribution Election	12
3.3	Changing a Contribution Election	12
3.4	Revoking and Resuming a Contribution Election	12
3.5	Contribution Percentage Limits	13
3.6	Refunds When Contribution Dollar Limit Exceeded	13
3.7	Timing, Posting and Tax Considerations	14

4	ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS	15
4.1	Rollover Contributions	15
4.2	Transfers From and To Other Qualified Plans	15

5	EMPLOYER CONTRIBUTIONS	17
5.1	Match Contributions	17

6	ACCOUNTING	18
6.1	Individual Participant Accounting	18
6.2	Sweep Account is Transaction Account	18
6.3	Trade Date Accounting and Investment Cycle	18
6.4	Accounting for Investment Funds	18
6.5	Payment of Fees and Expenses	18
6.6	Accounting for Participant Loans	19
6.7	Error Correction	19
6.8	Participant Statements	20
6.9	Special Accounting During Conversion Period	20
6.10	Accounts for Alternate Payees	20

7	INVESTMENT FUNDS AND ELECTIONS	21
7.1	Investment Funds	21
7.2	Responsibility for Investment Choice	21
7.3	Investment Fund Elections	21
7.4	Default if No Valid Investment Election	22
7.5	Investment Fund Election Change Fees	22

8	VESTING & FORFEITURES	23
8.1	Fully Vested Accounts	23
8.2	Full Vesting Upon Certain Events	23
8.3	Vesting Schedule	23
8.4	Non-Vested Account Balances of Terminated Participants	23
8.5	Forfeitures of Non-Vested Account Balances Upon Certain Events	24
8.6	Use of Forfeiture Amounts	24
8.7	Rehired Employees	24

9	PARTICIPANT LOANS	26
9.1	Participant Loans Permitted	26
9.2	Loan Application, Note and Security	26
9.3	Spousal Consent	26
9.4	Loan Approval	26
9.5	Loan Funding Limits, Account Sources and Funding Order	26
9.6	Maximum Number of Loans	27
9.7	Source and Timing of Loan Funding	27
9.8	Interest Rate	27
9.9	Loan Payment	27
9.10	Loan Payment Hierarchy	28
9.11	Repayment Suspension	28
9.12	Loan Default	28
9.13	Call Feature	28

10	IN-SERVICE WITHDRAWALS	29
10.1	In-Service Withdrawals Permitted	29
10.2	In-Service Withdrawal Application and Notice	29
10.3	Spousal Consent	29
10.4	In-Service Withdrawal Approval	29
10.5	Payment Form and Medium	29
10.6	Source and Timing of In-Service Withdrawal Funding	30
10.7	Hardship Withdrawals	30
10.8	After-Tax Account Withdrawals	33
10.9	Over Age 59.5 Withdrawals	33

11	DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S 
REQUIRED BEGINNING DATE	35
11.1	Benefit Information, Notices and Election	35
11.2	Spousal Consent	36
11.3	Payment Form and Medium	36
11.4	Distribution of Small Amounts	36
11.5	Source and Timing of Distribution Funding	36
11.6	Latest Commencement Permitted	37
11.7	Payment Within Life Expectancy	37
11.8	Incidental Benefit Rule	37
11.9	Payment to Beneficiary	37
11.10	Beneficiary Designation	38

12	ADP AND ACP TESTS	39
12.1	Contribution Limitation Definitions	39
12.2	ADP and ACP Tests	41
12.3	Correction of ADP and ACP Tests for Plan Years Commencing After 
December 31, 1996	42
12.4	Multiple Use Test	43
12.5	Correction of Multiple Use Test	43
12.6	Adjustment for Investment Gain or Loss	44
12.7	Testing Responsibilities and Required Records	44
12.8	Separate Testing	44

13	MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS	45
13.1	"Annual Addition" Defined	45
13.2	Maximum Annual Addition	45
13.3	Avoiding an Excess Annual Addition	45
13.4	Correcting an Excess Annual Addition	45
13.5	Correcting a Multiple Plan Excess	46
13.6	"Defined Benefit Fraction" Defined	46
13.7	"Defined Contribution Fraction" Defined	46
13.8	Combined Plan Limits and Correction	47

14	TOP HEAVY RULES	48
14.1	Top Heavy Definitions	48
14.2	Special Contributions	49
14.3	Special Vesting	50
14.4	Adjustment to Combined Limits for Different Plans	50

15	PLAN ADMINISTRATION	51
15.1	Plan Delineates Authority and Responsibility	51
15.2	Fiduciary Standards	51
15.3	Company is ERISA Plan Administrator	51
15.4	Administrator Duties	52
15.5	Advisors May be Retained	52
15.6	Delegation of Administrator Duties	53
15.7	Committee Operating Rules	53

16	MANAGEMENT OF INVESTMENTS	54
16.1	Trust Agreement	54
16.2	Investment Funds	54
16.3	Authority to Hold Cash	55
16.4	Trustee to Act Upon Instructions	55
16.5	Administrator Has Right to Vote Registered Investment Company 
Shares	55
16.6	Custom Fund Investment Management 	55
16.7	Master Custom Fund	56
16.8	Authority to Segregate Assets	56
16.9	Investment in Company Stock	57
16.10	Participants Have Right to Vote and Tender Company Stock	57
16.11	Registration and Disclosure for Company Stock	57

17	TRUST ADMINISTRATION	58
17.1	Trustee to Construe Trust	58
17.2	Trustee To Act As Owner of Trust Assets	58
17.3	United States Indicia of Ownership	58
17.4	Tax Withholding and Payment	59
17.5	Trust Accounting	59
17.6	Valuation of Certain Assets	59
17.7	Legal Counsel	60
17.8	Fees and Expenses	60
17.9	Trustee Duties and Limitations	60

18	RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION	61
18.1	Plan Does Not Affect Employment Rights	61
18.2	Compliance With USERRA	61
18.3	Limited Return of Contributions	61
18.4	Assignment and Alienation	62
18.5	Facility of Payment	62
18.6	Reallocation of Lost Participant's Accounts	62
18.7	Suspension of Certain Plan Provisions During Conversion Period	62
18.8	Suspension of Certain Plan Provisions During Other Periods	63
18.9	Claims Procedure	63
18.10	Construction	64
18.11	Jurisdiction and Severability	64
18.12	Indemnification by Employer	64

19	AMENDMENT, MERGER, DIVESTITURES AND TERMINATION	65
19.1	Amendment	65
19.2	Merger	65
19.3	Divestitures	65
19.4	Plan Termination and Complete Discontinuance of Contributions	66
19.5	Amendment and Termination Procedures	66
19.6	Termination of Employer's Participation	67
19.7	Replacement of the Trustee	67
19.8	Final Settlement and Accounting of Trustee	67

APPENDIX A - INVESTMENT FUNDS	68

APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES	69

APPENDIX C - LOAN INTEREST RATE	70


1	DEFINITIONS

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

1.1	"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 and/or amounts transferred to the Plan from the Salaried 
Plan and/or the Branch Plant Hourly Plan on behalf of a 
Participant who was formerly eligible to participate in the 
Salaried Plan and/or the Branch Plant Hourly Plan: 

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

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

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

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

(e)	"Prior Match Account".  An account created to hold amounts 
attributable to amounts transferred from the Salaried Plan 
(or from the Branch Plant Hourly Plan if such amounts were 
originally transferred from the Salaried Plan to the Branch 
Plant Hourly Plan) designated as "Prior Match Account" 
amounts thereunder.

1.2	"ACP" or "Average Contribution Percentage".  The percentage 
calculated in accordance with Section 12.1.

1.3	"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 15.6 or 
any delegate of the Committee.

1.4	"ADP" or "Average Deferral Percentage".  The percentage 
calculated in accordance with Section 12.1.

1.5	"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.

1.6	"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 11.

1.7	"Board".  The board of directors of the Company.

1.8	"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.

1.9	"Break in Service".  The fifth anniversary (or sixth anniversary 
if absence from employment was due to a Parental Leave) of the 
date on which a Participant's employment ends in accordance with 
Section 1.43 and during which he or she is not credited with an 
hour of service.

1.10	"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.

1.11	"Committee".  If applicable, the committee or committees 
appointed by the Administrator to administer the Plan in 
accordance with Section 15.6.

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

1.13	"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.

1.14	"Compensation".  The sum of a Participant's Taxable Income and 
salary reductions, if any, pursuant to Code section 125, 
402(e)(3), 402(h)(1)(B), 403(b), 457 or, for Plan Years 
commencing after December 31, 1996, 408(p)(2)(A)(i).

For purposes of determining benefits under the Plan, Compensation 
is limited to $150,000 per Plan Year (as adjusted for cost of 
living increases pursuant to Code sections 401(a)(17) and 
415(d)).  For Plan Years commencing before January 1, 1997, for 
purposes of the preceding sentence, in the case of an HCE who is 
a 5% Owner or one of the 10 most highly compensated Employees, 
(i) such HCE and such HCE's family group (as defined below) shall 
be treated as a single employee and the Compensation of each 
family group member shall be aggregated with the Compensation of 
such HCE, and (ii) the limitation on Compensation shall be 
allocated among such HCE and his or her family group members in 
proportion to each individual's Compensation before the 
application of this sentence.  For purposes of this Section, the 
term "family group" shall mean an Employee's spouse and lineal 
descendants who have not attained age 19 before the close of the 
year in question.  

For purposes of determining HCEs and key employees and for 
purposes of Section 13.2, Compensation for the entire Plan Year 
shall be used.  For purposes of determining ADP and ACP, 
Compensation shall be limited to amounts paid to an Eligible 
Employee while a Participant. 

1.15	"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 1.1.  
Specific types of contribution include:

(a)	"Pre-Tax Contribution".  An amount contributed by an 
eligible Participant in conjunction with his or her 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)	"Match Contribution".  An amount contributed by the 
Employer on an eligible Participant's behalf based upon the 
amount contributed by the eligible Participant.

1.16	"Contribution Dollar Limit".  The annual limit placed on each 
Participant's Pre-Tax Contributions, which shall be $7,000 per 
calendar year (as adjusted for cost of living increases pursuant 
to Code sections 402(g)(5) and 415(d)).  For purposes of this 
Section, a Participant's Pre-Tax Contributions shall include (i) 
any employer contribution under a qualified cash or deferred 
arrangement (as defined in Code section 401(k)) to the extent not 
includible in gross income for the taxable year under Code 
section 402(e)(3) (determined without regard to Code section 
402(g)), (ii) any employer contribution to the extent not 
includible in gross income for the taxable year under Code 
section 402(h)(1)(B) (determined without regard to Code section 
402(g)), (iii) any employer contribution to purchase an annuity 
contract under Code section 403(b) under a salary reduction 
agreement (within the meaning of Code section 3121(a)(5)(D)) and 
(iv) for calendar years commencing after December 31, 1996, any 
elective employer contribution under Code section 
408(p)(2)(A)(i).

1.17	"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 Section 6.

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

1.19	"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.

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

1.21	"Effective Date".  The date upon which the provisions of this 
document become effective.  This date is January 1, 1998, unless 
stated otherwise.  In general, the provisions of this document 
only apply to Participants who are Employees on or after the 
Effective Date.  However, investment and distribution provisions 
apply to all Participants with Account balances to be invested or 
distributed after the Effective Date.

1.22	"Eligible Employee".  An Employee of an Employer whose terms of 
employment are covered by an agreement with the Association of 
Western Pulp and Paper Workers Local #153.

1.23	"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.

1.24	"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); and (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).

1.25	"Employee".  An individual who is: 

(a) 	directly employed by any Related Company and for whom any 
income for such employment is subject to withholding of 
income or social security taxes, or 

(b) 	a Leased Employee.

1.26	"Employer".  The Company and any other Related Company which 
adopts the Plan with the approval of the Company.

1.27	"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.

1.28	"Former Participant".  The Plan status of an individual after he 
or she is determined to be a Terminated Participant and his or 
her Account is distributed or forfeited.

1.29	"HCE" or "Highly Compensated Employee".  An Employee described as 
a Highly Compensated Employee in Section 12.

1.30	"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 1 Hour of Service.  The 
payroll period equivalencies are 45 hours weekly, 90 hours 
biweekly, 95 hours semimonthly and 190 hours monthly.  

An Employee's service described in Code section 414(n)(4)(B) 
shall be included in the determination of his or her Hours of 
Service for eligibility and/or vesting purposes.

An Employee's service with a predecessor or acquired company 
shall only be counted in the determination of his or her 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.

1.31	"Ineligible".  The Plan status of an individual who is (1) an 
Employee of a Related Company which is not then an Employer, (2) 
an Employee of an Employer, but not an Eligible Employee, or (3) 
not an Employee.

1.32	"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.

1.33	"Investment Fund".  An investment fund as described in Section 
16.2.  The Investment Funds authorized by the Administrator to be 
offered under the Plan as of the Effective Date are set forth in 
Appendix A.

1.34	"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 of any type 
historically performed by Employees in the business field 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)).

For Plan Years commencing after December 31, 1996, "services 
under the primary direction or control of the Related Company" 
shall be substituted for the preceding reference to "services of 
any type historically performed by Employees in the business 
field of the Related Company".

1.35	"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 or she retains employment 
rights under federal law.

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

1.37	"NHCE" or "Non-Highly Compensated Employee".  An Employee 
described as a Non-Highly Compensated Employee in Section 12.

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

1.39	"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).

1.40	"Parental Leave".  The period of absence from work by reason of 
the pregnancy of an Employee, the birth of the Employee's child, 
the placement of a child with the Employee in connection with the 
child's adoption, or the caring for such child immediately after 
birth or placement as described in Code section 410(a)(5)(E).

1.41	"Participant".  The Plan status of an Eligible Employee after he 
or she completes the eligibility requirements and enters the Plan 
as described in Section 2.1 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 2.1 shall also be considered 
a Participant, except that he or she shall not be considered a 
Participant for purposes of Plan provisions related to 
Contributions, other than a Rollover Contribution, until he or 
she completes the eligibility requirements and enters the Plan as 
described in Section 2.1. A Participant's participation continues 
until his or her employment with all Related Companies ends and 
his or her Account is distributed or forfeited.

1.42	"Pay".  All cash compensation paid to an Eligible Employee by an 
Employer while he or she is a Participant during the current 
period.  Pay excludes reimbursements or other expense allowances, 
cash and non-cash fringe benefits, moving expenses, 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).  Pay 
is limited to $150,000 per Plan Year (as adjusted for cost of 
living increases pursuant to Code sections 401(a)(17) and 
415(d)).  
1.43	"Period of Employment".  The period beginning on the date an 
Employee first performs an hour of service and ending on the date 
his or her employment ends.  Employment ends on the date the 
Employee quits, is discharged, retires or dies or (if earlier) 
the first anniversary of his or her absence for any other reason. 
 The period of absence starting with the date an Employee's 
employment ends and ending on the date he or she next performs an 
hour of service is (1) included in his or her Period of 
Employment if the period of absence does not exceed one year, and 
(2) excluded if such period exceeds one year. 

An Employee's service described in Code section 414(n)(4)(B) 
shall be included in the determination of his or her Period of 
Employment for eligibility and/or vesting purposes.

An Employee's service with a predecessor or acquired company 
shall only be counted in the determination of his or her 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.

1.44	"Plan".  The Longview Fibre Company Hourly Employees 401(k) 
Savings Plan set forth in this document, as from time to time 
amended.

1.45	"Plan Year".  The annual accounting period of the Plan and Trust 
which ends on each December 31.  

1.46	"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).  

1.47	"Related Company".  With respect to any Employer, that Employer 
and any corporation, trade or business which is, together with 
that Employer, 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 Section 13 
"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)".

1.48	"Required Beginning Date".  The latest date benefit payments 
shall commence to a Participant.  Such date shall mean the April 
1 that next follows the calendar year in which the Participant 
attains age 70.5, except with regard to a Participant who attained 
age 70.5 before January 1, 1988 and who is not 5% Owner, such date 
shall mean the April 1 that next follows the later of (i) the 
calendar year in which the Participant attained age 70.5, or (ii) 
the calendar year in which the Participant terminates employment 
with all Related Companies.

A Participant shall be considered a 5% Owner for this purpose if 
such Participant is a 5% Owner as defined in Code section 416(i) 
(determined in accordance with Code section 416 but without 
regard to whether the Plan is top-heavy) at any time during the 
Plan Year ending with or within the calendar year in which the 
Participant attains age 66.5 or in any subsequent Plan Year.

1.49	"Salaried Plan".  The Longview Fibre Company Salaried Savings 
Plan, a qualified profit sharing plan including a cash or 
deferred arrangement, originally established June 1, 1977.

1.50	"Settlement Date".  For each Trade Date, the Trustee's next 
business day.

1.51	"Spousal Consent".  The written consent given by a spouse to a 
Participant's Beneficiary designation.  The spouse's consent must 
acknowledge the effect on the spouse of the Participant's 
designation, and be duly witnessed by a Plan representative or 
notary public.  Spousal Consent shall be valid only with respect 
to the spouse who signs the Spousal Consent and only for the 
particular choice made by the Participant which requires Spousal 
Consent.  A Participant may revoke (without Spousal Consent) a 
prior designation that required Spousal Consent at any time 
before payments begin.  Spousal Consent also means a 
determination by the Administrator that there is no spouse, the 
spouse cannot be located, or such other circumstances as may be 
established under Code section 417(a)(2)(B).

1.52	"Sweep Account".  The subsidiary Account for each Participant 
through which all transactions are processed, which is invested 
in interest bearing deposits (which may include interest bearing 
deposits of the Trustee) and/or money market type assets or 
funds.

1.53	"Sweep Date".  The cut off date and time for receiving 
instructions for transactions to be processed on the next Trade 
Date.

1.54	"Taxable Income".  Compensation in the amount reported by the 
Employer or a Related Company as "Wages, tips, other 
compensation" on Form W-2, or any successor method of reporting 
under Code section 6041(d).

1.55	"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.
 
1.56	"Trade Date".  Each day the Investment Funds are valued, which is 
normally every day the assets of such Investment Funds are 
traded.

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

1.58	"Trust".  The legal entity created by those provisions of this 
document which relate to the Trustee.  The Trust is part of the 
Plan and holds the Plan assets which are comprised of the 
aggregate of Participants' Accounts, 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.

1.59	"Trustee".  Merrill Lynch Trust Company, FSB, a federal savings 
bank, chartered under the laws of the United States.

1.60	"USERRA".  The Uniformed Services Employment and Reemployment 
Rights Act of 1994, as amended.

1.61	"Year of Vesting Service".  A 12-month Period of Employment.

Years of Vesting Service shall include service credited prior to 
June 3, 1985.

2	ELIGIBILITY 

2.1	Eligibility

All Participants as of January 1, 1998 shall continue their 
eligibility to participate.  Each other Eligible Employee shall 
become a Participant on the first day of the next payroll period 
after the date he or she completes a 12-consecutive month 
eligibility period for which he or she is credited with at least 
870 Hours of Service.  The initial eligibility period begins on 
the date an Employee first performs an Hour of Service.  
Subsequent eligibility periods begin with the start of each Plan 
Year beginning after the first Hour of Service is performed.

2.2	Ineligible Employees

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

2.3	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 or her behalf after the date he or she 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 
9.1), during the period he or she is an Ineligible or Terminated 
Participant, but he or she shall continue to participate for all 
other purposes.  An Ineligible, Terminated or Former Participant 
shall automatically become an active Participant on the date he 
or she again becomes an Eligible Employee.

3	PARTICIPANT CONTRIBUTIONS

3.1	Pre-Tax Contribution Election

Upon becoming a Participant, an Eligible Employee may elect to 
reduce his or her Pay by an amount which does not exceed the 
Contribution Dollar Limit or the limits described in the 
Contribution Percentage Limits paragraph of this Section 3, 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.  In no event 
shall an Employee's Pre-Tax Contributions under the Plan and 
comparable contributions to all other plans, contracts or 
arrangements of all Related Companies exceed the Contribution 
Dollar Limit for the Employee's taxable year beginning in the 
Plan Year.

3.2	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 the limits described in the Contribution Percentage 
Limits paragraph of this Section 3.  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. 

3.3	Changing a Contribution Election

A Participant who is an Eligible Employee may change his or her  
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.  A Participant who has changed his or her 
Contribution election shall be required to wait at least six 
months before he or she may again change his or her Contribution 
election.

A Participant's Contribution election made as a percentage of Pay 
shall automatically apply to Pay increases or decreases. 

3.4	Revoking and Resuming a Contribution Election

A Participant may revoke his or her 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.

A Participant who has revoked his or her Contribution election 
shall be required to wait at least six months before he or she 
may resume Contributions to the Plan.  Thereafter, a Participant 
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.

3.5	Contribution Percentage Limits

The Administrator may establish and change from time to time, in 
writing, without the necessity of amending the Plan and Trust, 
the separate minimum, if applicable, 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 Section 12.  As 
of the Effective Date, the minimum Pre-Tax and After-Tax 
Contribution percentages are 1%, and the maximum Contribution 
percentages are:



Contribution
Type

Highly
Compensated
Employees


All Other
Participants

Pre-Tax
After-Tax
Sum of Both

19%
19%
19%

19%
19%
19%

Irrespective of the limits that may be established by the 
Administrator in accordance with the paragraph above, in no event 
shall the Contributions made by or on behalf of a Participant for 
a Plan Year exceed the maximum allowable under Code section 415.

3.6	Refunds When Contribution Dollar Limit Exceeded

A Participant who makes Pre-Tax Contributions for a calendar year 
to the Plan and comparable contributions to any other qualified 
defined contribution plan in excess of the Contribution Dollar 
Limit may notify the Administrator in writing by the following 
March 1 (or as late as April 14 if allowed by the Administrator) 
that an excess has occurred.  In this event, the amount of the 
excess specified by the Participant, adjusted for investment gain 
or loss, shall be refunded to him or her by the April 15 
following the year of deferral and shall not be included as an 
Annual Addition (as defined in Section 13.1) 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 Match Contributions attributable to 
refunded excess Pre-Tax Contributions as described in this 
Section, adjusted for investment gain or loss, shall be forfeited 
and used as described in Section 8.  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.

3.7	Timing, Posting and Tax Considerations

Participants' Contributions, other than Rollover 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 90 
days after the date amounts are deducted from a Participant's 
Pay, except that effective February 3, 1997, "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)" shall be substituted for the 
preceding reference to "90 days after the date amounts are 
deducted from a Participant's Pay".  Pre-Tax Contributions shall 
be treated as Contributions made by an Employer in determining 
tax deductions under Code section 404(a).

4	ROLLOVER CONTRIBUTIONS AND TRANSFERS FROM AND TO OTHER QUALIFIED PLANS

4.1	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 or she 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.

4.2	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 Salaried Plan and/or the 
Branch Plant 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 Salaried Plan 
and/or the Branch Plant 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 Salaried Plan and the Branch Plant Hourly 
Plan) or for the purpose of transferring assets from the Plan to 
the Salaried Plan and/or the Branch Plant 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 Salaried Plan or the Branch Plant Hourly Plan 
(which amounts shall then become subject to the Salaried Plan's 
or the Branch Plant Hourly Plan's vesting schedule, respectively, 
each of which is the same as the vesting schedule in the Plan).

5	EMPLOYER CONTRIBUTIONS

5.1	Match Contributions

(a)	Frequency and Eligibility.  For each period for which 
Participants' Contributions are made, the Employer shall 
make Match Contributions, as described in the following 
Allocation Method paragraph, on behalf of each Participant 
who contributed during the period.

(b)	Allocation Method.  The Match Contributions (including any 
forfeiture amounts applied as Match Contributions in 
accordance with Section 8) for each period shall total 10% 
of each eligible Participant's Pre-Tax Contributions for 
the period, provided that no Match Contributions (and 
forfeiture amounts) shall be made based upon a 
Participant's Contributions in excess of 2% of his or her 
Pay.  The Employer may change the 10% matching rate or the 
2% of considered Pay to any other percentages, including 
0%, generally by notifying eligible Participants in 
sufficient time to adjust their Contribution elections 
prior to the start of the period for which the new 
percentages apply.

(c)	Timing, Medium and Posting.  The Employer shall make each 
period's Match Contribution in cash as soon as 
administratively feasible, 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 
Match Account once the total Match Contribution received 
has been balanced against the specific amount to be 
credited to each Participant's Match Account.

6	ACCOUNTING

6.1	Individual Participant Accounting

The Administrator shall maintain an individual set of Accounts 
for each Participant in order to reflect transactions both by 
type of Account and investment medium.  Financial transactions 
shall be accounted for at the individual Account level by posting 
each transaction to the appropriate Account of each affected 
Participant. Participant Account values shall be maintained in 
shares for the Investment Funds and in dollars for the Sweep and 
Loan Accounts. At any point in time, the Account value shall be 
determined using the most recent Trade Date values provided by 
the Trustee.

6.2	Sweep Account is Transaction Account

All transactions related to amounts being contributed to or 
distributed from the Trust shall be posted to each affected 
Participant's Sweep Account. Any amount held in the Sweep Account 
shall be credited with interest up until the date on which it is 
removed from the Sweep Account.

6.3	Trade Date Accounting and Investment Cycle

Participant Account values shall be determined as of each Trade 
Date. For any transaction to be processed as of a Trade Date, the 
Trustee must receive instructions for the transaction by the 
Sweep Date. Such instructions shall apply to amounts held in the 
Account on that Sweep Date. Financial transactions of the 
Investment Funds shall be posted to Participants' Accounts as of 
the Trade Date, based upon the Trade Date values provided by the 
Trustee, and settled on the Settlement Date.

6.4	Accounting for Investment Funds

Investments in each Investment Fund shall be maintained in 
shares. The Trustee is responsible for determining the share 
values of each Investment Fund as of each Trade Date. To the 
extent an Investment Fund is comprised of collective investment 
funds offered by the Trustee or any other entity authorized to 
offer collective investment funds, the share values shall be 
determined in accordance with the rules governing such collective 
investment funds, which are incorporated herein by reference. All 
other share values shall be determined by the Trustee. The share 
value of each Investment Fund shall be based on the fair market 
value of its underlying assets. 

6.5	Payment of Fees and Expenses

Except to the extent Plan fees and expenses related to Account 
maintenance, transaction and Investment Fund 
management and maintenance, set forth below, are 
paid by the Employer directly, or indirectly, 
through forfeiture amounts as directed by the 
Administrator, such fees and expenses shall be 
paid as set forth below. 	

(a)	Account Maintenance: Account maintenance fees and expenses, 
may include but are not limited to, administrative, 
Trustee, government annual report preparation, audit, 
legal, nondiscrimination testing and fees for any other 
special services. Account maintenance fees shall be charged 
to Participants on a per Participant basis provided that no 
fee shall reduce a Participant's Account balance below 
zero. 

(b)	Transaction: Transaction fees and expenses, may include but 
are not limited to, periodic installment payment, 
Investment Fund election change and loan fees. Transaction 
fees shall be charged to the Participant's Account involved 
in the transaction provided that no fee shall reduce a 
Participant's Account balance below zero.

(c)	Investment Fund Management and Maintenance: Management and 
maintenance fees and expenses related to the Investment 
Funds shall be charged at the Investment Fund level and 
reflected in the net gain or loss of each Investment Fund.

The Company may determine that the Employers 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). As of the 
Effective Date, a breakdown of which Plan fees and expenses shall 
generally be borne by the Trust (and charged to individual 
Participants' Accounts or charged at the Investment Fund level 
and reflected in the net gain or loss of each Investment Fund) 
and those that shall be paid by the Employer is set forth in 
Appendix B, which may be changed from time to time by the 
Company, in writing, without the necessity of amending the Plan 
and Trust.

The Trustee shall have the authority to pay any such fees and 
expenses, which remain unpaid by the Employer for 60 days, from 
the Trust. 

6.6	Accounting for Participant Loans

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

6.7	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.

6.8	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 shall not include the portion, if 
any, of his or her non-vested Account balance maintained in the 
Transition Account. 

6.9	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.

6.10	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, a court of competent 
jurisdiction or other appropriate person 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, 
the portion of a Participant's Account payable to an 
Alternate Payee may be distributed, in a form permissible 
under Section 11, to the Alternate Payee at any time 
beginning as soon as practicable after the QDRO 
determination 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.  Where 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 or 
she were a Participant.

7	INVESTMENT FUNDS AND ELECTIONS

7.1	Investment Funds

Except for Participants' Sweep and 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 offered to Participants and may 
change the number or composition of the Investment Funds, subject 
to the terms and conditions agreed to with the Trustee.  As of 
the Effective Date, a list of the Investment Funds offered under 
the Plan is set forth in Appendix A, which may be changed from 
time to time by the Administrator, in writing, and as agreed to 
by the Trustee, without the necessity of amending the Plan and 
Trust.

The Administrator may set a maximum percentage of the total 
election that a Participant may direct into any specific 
Investment Fund, which maximum, if any, as of the Effective Date 
is set forth in Appendix A, which may be changed from time to 
time by the Administrator, in writing, without the necessity of 
amending the Plan and Trust.

7.2	Responsibility for Investment Choice

Each Participant shall direct the investment of all of his or her 
Accounts.  Each Participant shall be solely responsible for the 
selection of his or her Investment Fund choices.  No fiduciary 
with respect to the Plan is empowered to advise a Participant as 
to the manner in which his or her 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 or her 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. 

7.3	Investment Fund Elections 

A Participant shall provide his or her initial investment 
election upon becoming a Participant and may change his or her 
investment election at any time in accordance with procedures 
established by the Administrator and the Trustee.  A Participant 
shall make his or her investment election in any combination of 
one or any number of the Investment Funds offered in accordance 
with the procedures established by the Administrator and Trustee. 
Investment elections received by the Trustee by the Sweep Date 
shall be effective on the following Trade Date.

7.4	Default if No Valid Investment Election

The Administrator shall specify an Investment Fund for the 
investment of that portion of a Participant's Account which is 
not yet held in an Investment Fund and for which no valid 
investment election is on file.  The Investment Fund specified as 
of the Effective Date is  set forth in Appendix A, which may be 
changed from time to time by the Administrator, in writing, 
without the necessity of amending the Plan and Trust.

7.5	Investment Fund Election Change Fees

A reasonable processing fee may be charged directly to a 
Participant's Account for Investment Fund election changes in 
excess of a specified number per year as determined by the 
Administrator.

8	VESTING & FORFEITURES

8.1	Fully Vested Accounts

A Participant shall be fully vested in these Accounts at all 
times: 

Pre-Tax Account
After-Tax Account
Rollover Account
Prior Match Account

8.2	Full Vesting Upon Certain Events

A Participant's entire Account shall become fully vested once he 
or she has attained his or her Normal Retirement Date while an 
Employee or upon his or her terminating employment with all 
Related Companies due to his or her Disability or death.

8.3	Vesting Schedule

In addition to the vesting provided above, a Participant's Match 
Account shall become vested in accordance with the following 
schedule:


Years of Vesting
Service



Vested
Percentage

Less than 5
5 or more



0%
100%

If this vesting schedule is changed, the vested percentage for 
each Participant shall not be less than his or her vested 
percentage determined as of the last day prior to this change, 
and for any Participant with at least three Years of Vesting 
Service when the schedule is changed, his or her vested 
percentage shall be determined using the more favorable vesting 
schedule.

8.4	Non-Vested Account Balances of Terminated Participants

The non-vested balance of a Terminated Participant's Account 
shall be deposited to the Transition 
Account as of the Settlement Date 
following the Sweep Date on which the 
Administrator has reported 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 incurs a forfeitable event 
described in this Section.	

If a Terminated Participant again becomes an Employee before 
incurring a forfeitable event described in this Section, his or 
her non-vested Account balance shall no longer be maintained as a 
sub-account in the Transition Account and shall be recombined 
with his or her 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.

8.5	Forfeitures of Non-Vested Account Balances Upon Certain Events
 
A Terminated Participant shall forfeit his or her non-vested 
Account balance as soon as administratively feasible after the 
earliest of the date he or she:

(a)	is determined to be a Terminated Participant, if his or her 
vested Account balance is zero;

(b)	receives a complete distribution of his or her vested 
Account balance; or

(c)	incurs a Break in Service.

8.6	Use of Forfeiture Amounts

Forfeiture amounts shall be used to restore Accounts, to pay Plan 
fees and expenses and to reduce future Match Contributions to be 
made as directed by the Administrator.

8.7	Rehired Employees

(a0	Service Restoration.  If a former Employee is rehired 
before incurring a Break in Service, or after incurring a 
Break in Service if (1) he or she had a vested interest in 
his or her Accounts derived from Contributions made by an 
Employer, or (2) the length of his or her break does not 
equal or exceed his or her pre-break service, all Periods 
of Employment credited when his or her employment last 
terminated shall be counted in determining his or her 
vested interest. Otherwise, his or her Periods of 
Employment credited when his or her employment last 
terminated shall not be counted in determining his or her 
vested interest.


(b0	Account Restoration.  If a former Employee again becomes an 
Employee before he or she incurs a Break in Service, but 
after he or she incurs a forfeitable event as described in 
this Section, the amount forfeited after his or her 
employment last terminated shall be restored to his or her 
Account as if such Employee had repaid any vested portion 
of his or her Account from which such amount was forfeited. 
The restoration shall include the interest earned on such 
amount from the date deposited to the Transition Account 
until the date the restoration amount is restored.  The 
restoration amount shall come from forfeiture amounts to 
the extent possible, and any additional amount needed shall 
be contributed by the Employer.  His or her vested interest 
in the 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

9	PARTICIPANT LOANS

9.1	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)).

9.2	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 his or her 
Account.

9.3	Spousal Consent

A Participant is not required to obtain Spousal Consent in order 
to borrow from his or her Account under the Plan.

9.4	Loan Approval

The Administrator, or the Trustee, if otherwise authorized by the 
Administrator and agreed to by the Trustee, is responsible for 
determining that a loan request conforms to the requirements 
described in this Section and granting such request.

9.5	Loan Funding Limits, Account Sources and Funding Order

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

(a0	Plan Minimum Limit.  The minimum amount for any loan is 
$1,000.

(b0	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 Account
Match Account
Prior Match Account
Rollover Account
After-Tax Account

(c0	Legal Maximum Limit.  The maximum a Participant may borrow, 
including the aggregate outstanding balances of existing 
Plan loans, is 50% of his or her 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 Sweep Date as of which the loan is made.  
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.

9.6	Maximum Number of Loans

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

9.7	Source and Timing of Loan Funding

A loan to a Participant shall be made solely from the assets of 
his or her own Account.  The available assets shall be determined 
first by Account and then within each Account used for funding a 
loan, amounts shall first be taken from the Sweep Account and 
then taken by Investment Fund in direct proportion to the market 
value of the Participant's interest in each Investment Fund as of 
the Trade Date on which the loan is processed. 

The loan shall be funded on the Settlement Date following the 
Trade Date as of which the loan is processed.  The Trustee shall 
make payment to the Participant as soon thereafter as 
administratively feasible.

9.8	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.  As of the Effective Date, the interest 
rate is determined as set forth in Appendix C, which may be 
changed from time to time by the Administrator, in writing, 
without the necessity of amending the Plan and Trust.

9.9	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.

9.10	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. 

9.11	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.

9.12	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.

9.13	Call Feature

The Administrator shall have the right to call any Participant 
loan once a Participant's employment with all Related Companies 
has terminated, unless he or she is otherwise a party in interest 
(as defined in ERISA section 3(14)), or if the Plan is 
terminated.

10	IN-SERVICE WITHDRAWALS

10.1	In-Service Withdrawals Permitted

In-service withdrawals to a Participant who is an Employee are 
permitted pursuant to the terms and conditions set forth in this 
Section and pursuant to the terms and conditions set forth in 
Section 11 with regard to an in-service withdrawal made in 
accordance with a Participant's Required Beginning Date.

10.2	In-Service Withdrawal Application and Notice

A Participant shall apply for any in-service withdrawal in such 
manner and with such advance notice as prescribed by the 
Administrator.  The Participant shall be provided the notice 
prescribed by Code section 402(f).

Code sections 401(a)(11) and 417 do not apply to in-service 
withdrawals under the Plan.  An in-service withdrawal may 
commence less than 30 days after the aforementioned notice is 
provided, if:

(a0	the Participant is clearly informed that he or she has the 
right to a period of at least 30 days after receipt of such 
notice to consider his or her option to elect or not elect 
a Direct Rollover for all or a portion, if any, of his or 
her in-service withdrawal which constitutes an Eligible 
Rollover Distribution; and 

(b0	the Participant after receiving such notice, affirmatively 
elects a Direct Rollover for all or a portion, if any, of 
his or her in-service withdrawal which constitutes an 
Eligible Rollover Distribution or alternatively elects to 
have all or a portion made payable directly to him or her, 
thereby not electing a Direct Rollover for all or a portion 
thereof. 

10.3	Spousal Consent

A Participant is not required to obtain Spousal Consent in order 
to receive an in-service withdrawal under the Plan.

10.4	In-Service Withdrawal Approval

The Administrator, or the Trustee, if otherwise authorized by the 
Administrator and agreed to by the Trustee, is responsible for 
determining whether an in-service withdrawal request conforms to 
the requirements described in this Section and granting such 
request.

10.5	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.  
Notwithstanding, to preserve benefits protected by Code section 
411(d)(6), a Participant for whom amounts were transferred from 
the Salaried Plan (or from the Branch Plant Hourly Plan if such 
amounts were originally transferred from the Salaried Plan to the 
Branch Plant Hourly Plan) 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 and includes an Account type in the 
funding hierarchy for which amounts were transferred to the Plan 
from the Salaried Plan (or from the Branch Plant Hourly Plan if 
such amounts were originally transferred from the Salaried Plan 
to the Branch Plant Hourly Plan) on behalf of the Participant.

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.

10.6	Source and Timing of In-Service Withdrawal Funding

 		An in-service withdrawal to a Participant shall be made solely 
from the assets of his or her own Account and shall be based on 
the Account values as of the Trade Date 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 first be taken from the Sweep 
Account and then taken by Investment Fund in direct proportion to 
the market value of the Participant's interest in each Investment 
Fund (which excludes his or her Loan Account balance) as of the 
Trade Date on which the in-service withdrawal is processed.

The in-service withdrawal shall be funded on the Settlement Date 
following the Trade Date as of which the in-service withdrawal is 
processed.  The Trustee shall make payment to the Participant or 
on behalf of the Participant as soon thereafter as 
administratively feasible.

10.7	Hardship Withdrawals

(a0	Requirements.  A Participant who is an Employee may request 
the withdrawal 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.

(b0	"Deemed Financial Need".  An immediate and heavy financial 
need relating to:

(10	the payment of unreimbursed medical care expenses 
(described under Code section 213(d)) incurred (or 
to be incurred) by the Employee, his or her spouse 
or dependents (as defined in Code section 152);

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

(30	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, his or her spouse or dependents (as 
defined in Code section 152);

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

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

(60	any other circumstance specifically permitted under 
Code section 401(k)(2)(B)(i)(IV).

(c0	"Demonstrated Financial Need".  A determination by the 
Administrator that an immediate and heavy financial need 
exists relating to:

(10	a sudden and unexpected illness or accident to the 
Employee or his or her spouse or dependents;

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

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

(d0	"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:

(10	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;

(20	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

(30	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.

(e0	"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 or she 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:

(10	receiving any reimbursement or compensation from 
insurance or otherwise;

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

(30	ceasing his or her contributions to the Plan;

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

(50	obtaining loans from commercial sources on 
reasonable commercial terms.

(f0	Account Sources and Funding Order.  All available amounts 
must first be withdrawn from a Participant's After-Tax 
Account.  The remaining withdrawal amount shall come from 
the following of the Participant's fully vested Accounts, 
in the priority order as follows:

Rollover Account
Match Account
Prior Match Account
Pre-Tax Account

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

(g0	Minimum Amount.  There is no minimum amount for a hardship 
withdrawal.

(h0	Permitted Frequency.  There is no restriction on the number 
of hardship withdrawals permitted to a Participant.

(i0	Suspension from Further Contributions.  Upon making a 
hardship withdrawal, a Participant may not make additional 
Pre-Tax or After-Tax Contributions (or additional 
contributions to all other qualified and nonqualified plans 
of deferred compensation and all stock option or stock 
purchase plans maintained by Related Companies), if his or 
her hardship withdrawal was "Deemed Necessary" for a period 
of 12 months from the date the withdrawal payment is made.

10.8	After-Tax Account Withdrawals 

(a0	Requirements.  A Participant who is an Employee may make an 
After-Tax Account withdrawal.

(b0	Account Sources and Funding Order.  The withdrawal shall 
come from a Participant's After-Tax Account.

(c0	Minimum Amount.  There is no minimum amount for an After-
Tax Account withdrawal.

(d0	Permitted Frequency.  There is no restriction on the number 
of After-Tax Account withdrawals permitted to a 
Participant.

(e0	Suspension from Further Contributions.  Upon making an 
After-Tax Account withdrawal, a Participant may not make 
additional After-Tax Contributions for a period of six 
months from the date the withdrawal payment is made.

10.9	Over Age 59.5 Withdrawals

(a0	Requirements.  A Participant who is an Employee and over 
age 59.5 may make an Over Age 59.5 withdrawal.

(b0	Account Sources and Funding Order.  The withdrawal shall 
come from the following of the Participant's fully vested 
Accounts, in the priority order as follows, except that the 
Participant may instead choose to have amounts taken from 
his or her After-Tax Account first:

Rollover Account
Pre-Tax Account
Match Account
Prior Match Account
After-Tax Account	

(c0	Minimum Amount. There is no minimum amount for an Over Age 
59.5 withdrawal.

(d0	Permitted Frequency.  There is no restriction on the number 
of Over Age 59.5 withdrawals permitted to a Participant.

(e0	Suspension from Further Contributions.  An Over Age 59.5 
withdrawal shall not affect a Participant's ability to make 
or be eligible to receive further Contributions.

11	DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A PARTICIPANT'S 
REQUIRED BEGINNING DATE

11.1	Benefit Information, Notices and Election

A Participant, or his or her Beneficiary in the case of his or 
her death, shall be provided with information regarding all 
optional times and forms of distribution available under the 
Plan, including the notices prescribed by Code sections 402(f) 
and 411(a)(11).  Subject to the other requirements of this 
Section, a Participant, or his or her Beneficiary in the case of 
his or her death, may elect, in such manner and with such advance 
notice as prescribed by the Administrator, to have his or her 
vested Account balance paid to him or her beginning upon any 
Settlement Date following the Participant's termination of 
employment with all Related Companies and a reasonable period of 
time during which the Administrator shall process, and inform the 
Trustee of, the Participant's termination or, if earlier, at the 
time of the Participant's Required Beginning Date. 

Notwithstanding, if a Participant's termination of employment 
with all Related Companies does not constitute a separation from 
service for purposes of Code section 401(k)(2)(B)(i)(I) or 
otherwise constitute an event set forth under Code section 
401(k)(10)(A)(ii) or (iii) as described in Section 19.3, the 
portion of a Participant's Account subject to the distribution 
rules of Code section 401(k) may not be distributed until such 
time as he or she separates from service for purposes of Code 
section 401(k)(2)(B)(i)(I) or, if earlier, upon such other event 
as described in Code section 401(k)(2)(B) and as provided for in 
the Plan.

Code sections 401(a)(11) and 417 do not apply to distributions 
under the Plan. A distribution may commence less than 30 days 
after the aforementioned notices are provided, if:

(a0	the Participant is clearly informed that he or she has the 
right to a period of at least 30 days after receipt of such 
notices to consider the decision as to whether to elect a 
distribution and if so to elect a particular form of 
distribution and to elect or not elect a Direct Rollover 
for all or a portion, if any, of his or her distribution 
which constitutes an Eligible Rollover Distribution; and 

(b0	the Participant after receiving such notices, affirmatively 
elects a distribution and a Direct Rollover for all or a 
portion, if any, of his or her distribution which 
constitutes an Eligible Rollover Distribution or 
alternatively elects to have all or a portion made payable 
directly to him or her, thereby not electing a Direct 
Rollover for all or a portion thereof.

11.2	Spousal Consent

A Participant is not required to obtain Spousal Consent in order 
to receive a distribution under the Plan.

11.3	Payment Form and Medium

Except to the extent otherwise provided by Section 11.4, a 
Participant may elect to be paid in any of these forms:

(a0	a single lump sum; 

(b0	a partial payment, limited to four per Plan Year; or

(c0	quarterly periodic installments over a period not to exceed 
the life expectancy of the Participant and his or her 
Beneficiary.

Distributions shall be made in cash, except to the extent a 
distribution consists of a loan call as described in Section 9.  
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.

11.4	Distribution of Small Amounts

If after a Participant's employment with all Related Companies 
ends, the Participant's vested Account balance is $5,000 or less, 
and if at the time of any prior in-service withdrawal or 
distribution the Participant's vested Account balance did not 
exceed $5,000, the Participant's benefit shall be paid as a 
single lump sum as soon as administratively feasible in 
accordance with procedures prescribed by the Administrator. 

11.5	Source and Timing of Distribution Funding

A distribution to a Participant shall be made solely from the 
assets of his or her own Account and shall be based on the 
Account values as of the Trade Date the distribution is 
processed.  The available assets shall be determined first by 
Account and then within each Account used for funding a 
distribution, amounts shall first be taken from the Sweep Account 
and then taken by Investment Fund in direct proportion to the 
market value of the Participant's interest in each Investment 
Fund as of the Trade Date on which the distribution is processed.

11.6	Latest Commencement Permitted

In addition to any other Plan requirements and unless a 
Participant elects otherwise, his or her benefit payments shall 
begin not later than 60 days after the end of the Plan Year in 
which he or she attains his or her Normal Retirement Date or 
retires, whichever is later.  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 or her vested Account balance paid to him or her, shall 
be deemed an election by the Participant to defer his or her 
distribution but in no event shall his or her benefit payments 
commence later than his or her Required Beginning Date.

If benefit payments cannot begin at the time required because the 
location of the Participant cannot be ascertained (after a 
reasonable search), the Administrator may, at any time 
thereafter, treat such person's Account as forfeited subject to 
the provisions of Section 18.6.

11.7	Payment Within Life Expectancy

The Participant's payment election must be consistent with the 
requirement of Code section 401(a)(9) that all payments are to be 
completed within a period not to exceed the lives or the joint 
and last survivor life expectancy of the Participant and his or 
her Beneficiary.  The life expectancies of a Participant and his 
or her Beneficiary may not be recomputed annually.

11.8	Incidental Benefit Rule

The Participant's payment election must be consistent with the 
requirement that, if the Participant's spouse is not his or her 
sole primary Beneficiary, the minimum annual distribution for 
each calendar year, beginning with the calendar year preceding 
the calendar year that includes the Participant's Required 
Beginning Date, shall not be less than the quotient obtained by 
dividing (a) the Participant's vested Account balance as of the 
last Trade Date of the preceding year by (b) the applicable 
divisor as determined under the incidental benefit requirements 
of Code section 401(a)(9).

11.9	Payment to Beneficiary

Payment to a Beneficiary must either (i) be completed by the end 
of the calendar year that contains the fifth anniversary of the 
Participant's death or (ii) begin by the end of the calendar year 
that contains the first anniversary of the Participant's death 
and be completed within the period of the Beneficiary's life or 
life expectancy, except that:

(a0	If the Participant dies after his or her Required Beginning 
Date, payment to his or her Beneficiary must be made at 
least as rapidly as provided in the Participant's 
distribution election;

(b0	If the surviving spouse is the Beneficiary, payments need 
not begin until the later of (i) the end of the calendar 
year that includes the first anniversary of the 
Participant's death, or (ii) the end of the calendar year 
in which the Participant would have attained age 70.5 and 
must be completed within the spouse's life or life 
expectancy; and

(c0	If the Participant and the surviving spouse who is the 
Beneficiary die (i) before the Participant's Required 
Beginning Date and (ii) before payments have begun to the 
spouse, the spouse shall be treated as the Participant in 
applying these rules.

11.10	Beneficiary Designation 

Each Participant may complete a beneficiary designation form 
indicating the Beneficiary who is to receive the Participant's 
remaining Plan interest at the time of his or her death.  The 
designation may be changed at any time.  However, a Participant's 
spouse shall be the sole primary Beneficiary unless the 
designation includes Spousal Consent for another Beneficiary.  If 
no proper designation is in effect at the time of a Participant's 
death or if the Beneficiary does not survive the Participant, the 
Beneficiary shall be the Participant's surviving spouse or, if 
there is no surviving spouse, the Participant's estate.

12	ADP AND ACP TESTS

12.1	Contribution Limitation Definitions

The following definitions are applicable to this Section 12 
(where a definition is contained in both Sections 1 and 12, for 
purposes of Section 12 the Section 12 definition shall be 
controlling):

(a0	"ACP" or "Average Contribution Percentage".  The Average 
Percentage calculated using Contributions allocated to 
Participants as of a date within the Plan Year.

(b0	"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 12.2).

(c0	"ADP" or "Average Deferral Percentage".  The Average 
Percentage calculated using Deferrals allocated to 
Participants as of a date within the Plan Year.

(d0	"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 12.2).

(e0	"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 
or her Compensation for the portion of the Plan Year in 
which he or she was an Eligible Employee while a 
Participant.  (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.)

(f0	"Contributions" shall include Match 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.

(g0	"Deferrals" shall include Pre-Tax Contributions.  
 
(h0	"HCE" or "Highly Compensated Employee".  For Plan Years 
commencing after December 31, 1996, with respect to all 
Related Companies, an Employee who (in accordance with Code 
section 414(q)):	

(1)	Was a more than 5% Owner (within the meaning of Code 
section 414(q)(2)) 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 for such Year 
pursuant to Code sections 414(q)(1) and 415(d)) or, 
if the Company elects for such preceding Plan Year, 
"in excess of $80,000 (as adjusted for such Year 
pursuant to Code sections 414(q)(1) and 415(d)) and 
was a member of the "top-paid group" (within the 
meaning of Code section 414(q)(3)) for such 
preceding Plan Year" shall be substituted for the 
preceding reference to "in excess of $80,000 (as 
adjusted for such Year pursuant to Code sections 
414(q)(1) and 415(d))".

A former Employee shall be treated as an HCE if (1) such 
former Employee was an HCE when he or she 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).

(i0	"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 section 410(b)(4)(B) is applied in 
determining whether the 401(m) portion of the Plan meets 
the requirements of Code section 410(b).

(10	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.

(20	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.

(j0	"Multiple Use Test".  The test described in Section 12.4 
which a Plan must meet where the Alternative Limitation 
(described in Section 12.2) is used to meet both the ADP 
and ACP Tests.

(k0	"NHCE" or "Non-Highly Compensated Employee".  An Employee 
who is not an HCE.

12.2	ADP and ACP Tests

For Plan Years commencing after December 31, 1996, 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
Average Percentage 
is:



Then the Maximum HCE
Group Average Percentage is:

Less than 2%
2% to 8%
More than 8%



2 times NHCE Group Average %
NHCE Group Average % plus 2%
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.

12.3	Correction of ADP and ACP Tests for Plan Years Commencing After 
December 31, 1996

For Plan Years commencing after December 31, 1996, 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.

(a0	ADP Correction.  The HCE with the highest Deferral dollar 
amount shall have his or her 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 or her 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 Match Contributions attributable to 
refunded excess Pre-Tax Contributions as described in this 
Section, 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 Section 8.

(b0	ACP Correction.  The HCE with the highest Contribution 
dollar amount shall have his or her 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 or her 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 Section 8 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 Match 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 Sweep Account and then taken by Investment Fund in 
direct proportion to the market value of the Participant's 
interest in each Investment Fund (which excludes his or her 
Loan Account balance) as of the Trade Date on which the 
correction is processed.

12.4	Multiple Use Test

If the Alternative Limitation (defined in Section 12.2) 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 12.2) applied to 
either the ADP or ACP for the NHCE Group, and

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

12.5	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.

12.6	Adjustment for Investment Gain or Loss

Any excess Deferrals or Contributions to be refunded to a 
Participant or forfeited in accordance with this Section 12 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. 

12.7	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.

12.8	Separate Testing

(a)	Multiple Employers:  The determination of HCEs, NHCEs, and 
the performance of the ADP Test, the ACP Test and the 
Multiple Use Test, and any corrective action resulting 
therefrom, shall be conducted separately with regard to the 
Employees of each Employer (and its Related Companies) that 
is not a Related Company with respect to the other 
Employer(s).

(b)	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.

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.

13	MAXIMUM CONTRIBUTION AND BENEFIT LIMITATIONS

13.1	"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 or her 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 or her 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.

13.2	Maximum Annual Addition

A Participant's Annual Addition for any Plan Year shall not 
exceed the lesser of (i) 25% of his or her Taxable Income 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 13.1 and for Plan Years commencing before January 1, 
1995, "or one-quarter of the dollar limitation in effect under 
Code section 415(b)(1)(A)" shall be substituted for the preceding 
reference to "(as adjusted for cost of living increases pursuant 
to Code section 415(d))" and for Plan Years commencing after 
December 31, 1997, "Compensation" shall be substituted for the 
preceding reference to "Taxable Income. 

13.3	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.

13.4	Correcting an Excess Annual Addition

Upon the discovery of an excess Annual Addition to a 
Participant's Account (resulting from a reasonable error in 
determining a Participant's compensation or the maximum 
permissible amount of his or her elective deferrals (within the 
meaning of Code section 402(g)(3)), or other facts and 
circumstances acceptable to the Internal Revenue Service), the 
excess amount (adjusted to reflect investment gains) shall first 
be returned to the Participant to the extent of his or her After-
Tax Contributions, and then to the extent of his or her Pre-Tax 
Contributions (however to the extent Pre-Tax Contributions were 
matched, the applicable Match Contributions shall be forfeited in 
proportion to the returned matched Pre-Tax Contributions) and the 
remaining excess, if any, shall be forfeited by the Participant 
and together used as described in Section 8.

13.5	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, including the Salaried Plan and/or the Branch 
Plant Hourly Plan, the excess shall be corrected by reducing the 
Annual Addition to the Plan before any reduction is made to the 
Salaried Plan and after all possible reductions have been made to 
the Branch Plant Hourly Plan and the other defined contribution 
plans.

13.6	"Defined Benefit Fraction" Defined

The fraction, for any Plan Year, where the numerator is the 
"projected annual benefit" and the denominator is the greater of 
125% of the "protected current accrued benefit" or the normal 
limit which is the lesser of (i) 125% of the dollar limitation in 
effect under Code section 415(b)(1)(A) for the Plan Year or (ii) 
140% of the amount which may be taken into account under Code 
section 415(b)(1)(B) for the Plan Year, where a Participant's:

(a)	"projected annual benefit" is the annual benefit provided 
by the plan determined pursuant to Code section 
415(e)(2)(A), and

(b)	"protected current accrued benefit" in a defined benefit 
plan in existence (1) on July 1, 1982, shall be the accrued 
annual benefit provided for under Public Law 97-248, 
section 235(g)(4), as amended, or (2) on May 6, 1986, shall 
be the accrued annual benefit provided for under Public Law 
99-514, section 1106(i)(3).

13.7	"Defined Contribution Fraction" Defined

The fraction where the numerator is the sum of the Participant's 
Annual Addition for each Plan Year to date (including the annual 
additions to his or her account under any other defined 
contribution plan maintained by any Related Company) and the 
denominator is the sum of the "annual amounts" for each year in 
which the Participant has performed service with a Related 
Company.  The "annual amount" for any Plan Year is the lesser of 
(i) 125% of the dollar limitation in effect under Code section 
415(c)(1)(A) (determined without regard to subsection (c)(6)) for 
the Plan Year or (ii) 140% of the amount which may be taken into 
account under Code section 415(c)(1)(B) for the Plan Year, where:

(a)	each Annual Addition is determined pursuant to the Code 
section 415(c) rules in effect for such Plan Year, and		

(b)	the numerator is adjusted pursuant to Public Law 97-248, 
section 235(g)(3), as amended, or Public Law 99-514, 
section 1106(i)(4).

13.8	Combined Plan Limits and Correction

The sum of a Participant's Defined Benefit Fraction and Defined 
Contribution Fraction for any Plan Year may not exceed 1.0.  If 
the combined fraction exceeds 1.0 for any Plan Year, the 
Participant's benefit under the Plan (to the extent it has not 
been distributed) shall be limited so that the combined fraction 
does not exceed 1.0 before any defined benefit limits shall be 
enforced.

For Plan Years commencing after December 31, 1999, the provisions 
of the preceding paragraph shall no longer be effective.

14	TOP HEAVY RULES

14.1	Top Heavy Definitions

When capitalized, the following words and phrases have the 
following meanings when used in this Section:

(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 Trade 
Date of the preceding Plan Year or, in the case of the 
Plan's first Plan Year, the last Trade Date of that Plan 
Year.

(c)	"Key Employee".  A current or former Employee (or his or 
her 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 or her 
within the following highest paid group of officers:


Number of Employees
not Excluded Under 
Code
Section 414(q)(5)



Number of
Highest Paid
Officers Included

Less than 30
30 to 500



More than 500



3
10% of the number of
Employees not excluded
under Code section 
414(q)(5)
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 or 
her 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.

14.2	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 Taxable Income.

(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 Taxable Income 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.

14.3	Special Vesting

If the Plan becomes Top Heavy after the Effective Date, 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
Service



Vested
Percentage

Less than 3
3 or more



0%
100%

14.4	Adjustment to Combined Limits for Different Plans

For each Plan Year in which the Plan is Top Heavy, 100% shall be 
substituted for 125% in determining the Defined Benefit Fraction 
and the Defined Contribution Fraction.  For Plan Years commencing 
after December 31, 1999, the provisions of the preceding sentence 
shall no longer be effective.

15	PLAN ADMINISTRATION

15.1	Plan Delineates Authority and Responsibility

Plan fiduciaries include the Company, the Administrator and the 
Trustee, as applicable, whose specific duties are delineated in 
the Plan and Trust.  In addition, Plan fiduciaries also include 
any other person to whom fiduciary duties or responsibilities are 
delegated with respect to the Plan.  Any person or group may 
serve in more than one fiduciary capacity with respect to the 
Plan.  To the extent permitted under ERISA section 405, no 
fiduciary shall be liable for a breach by another fiduciary.

15.2	Fiduciary Standards

Each fiduciary shall:

(a)	discharge his or her duties in accordance with the Plan and 
Trust to the extent they are consistent with ERISA;

(b)	use that degree of care, skill, prudence and diligence that 
a prudent person acting in a like capacity and familiar 
with such matters would use in the conduct of an enterprise 
of a like character and with like aims;

(c)	act with the exclusive purpose of providing benefits to 
Participants and their Beneficiaries, and defraying 
reasonable expenses of administering the Plan;

(d)	diversify Plan investments, to the extent such fiduciary is 
responsible for directing the investment of Plan assets, so 
as to minimize the risk of large losses, unless under the 
circumstances it is clearly prudent not to do so; and

(e)	treat similarly situated Participants and Beneficiaries in 
a uniform and nondiscriminatory manner. 

15.3	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.

15.4	Administrator Duties

The Administrator shall have the discretionary authority to 
construe the Plan and Trust, other than the provisions which 
relate to the Trustee, and to do all things necessary or 
convenient to effect the intent and purposes thereof, whether or 
not such powers are specifically set forth in the Plan and Trust. 
 Actions taken in good faith by the Administrator shall be 
conclusive and binding on all interested parties, and shall be 
given the maximum possible deference allowed by law.  In addition 
to the duties listed elsewhere in the Plan and Trust, the 
Administrator's authority shall include, but not be limited to, 
the discretionary authority to:

(a)	determine who is eligible to participate, if a contribution 
qualifies as a rollover contribution, the allocation of 
Contributions, and the eligibility for loans, in-service 
withdrawals and distributions;

(b)	provide each Participant with a summary plan description no 
later than 90 days after he or she has become a Participant 
(or such other period permitted under ERISA section 
104(b)(1)), as well as informing each Participant of any 
material modification to the Plan in a timely manner;

(c)	make a copy of the following documents available to 
Participants during normal work hours: the Plan and Trust 
(including subsequent amendments), all annual and interim 
reports of the Trustee related to the entire Plan, the 
latest annual report and the summary plan description;

(d)	determine the fact of a Participant's death and of any 
Beneficiary's right to receive the deceased Participant's 
interest based upon such proof and evidence as it deems 
necessary; 

(e)	establish and review at least annually a funding policy 
bearing in mind both the short-run and long-run needs and 
goals of the Plan and to the extent Participants may direct 
their own investments, the funding policy shall focus on 
which Investment Funds are available for Participants to 
use; and

(f)	adjudicate claims pursuant to the claims procedure 
described in Section 18.

15.5	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 to assist it in the performance of its duties.  The 
Administrator shall also comply with the bonding requirements of 
ERISA section 412.

15.6	Delegation of Administrator Duties

The Company, as Administrator of the Plan, may appoint a 
Committee to administer the Plan on its behalf.  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.  Any Committee member appointed by the 
Company shall serve at the pleasure of the Company, but may 
resign by written notice to the Company.  Committee members shall 
serve without compensation from the Plan for such services.  
Except to the extent that the Company otherwise provides, any 
delegation of duties to the Committee shall carry with it the 
full discretionary authority of the Administrator to complete 
such duties.

15.7	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.

(c)	Reliance by Trustee.  The Committee may authorize one or 
more of its members to execute documents on its behalf and 
may authorize one or more of its members or other 
individuals who are not members to give written direction 
to the Trustee in the performance of its duties.  The 
Committee shall provide such authorization in writing to 
the Trustee with the name and specimen signatures of any 
person authorized to act on its behalf.  The Trustee shall 
accept such direction and rely upon it until notified in 
writing that the Committee has revoked the authorization to 
give such direction.  The Trustee shall not be deemed to be 
on notice of any change in the membership of the Committee, 
parties authorized to direct the Trustee in the performance 
of its duties, or the duties delegated to and by the 
Committee until notified in writing.

16	MANAGEMENT OF INVESTMENTS

16.1	Trust Agreement

All Plan assets shall be held by the Trustee in trust, in 
accordance with those provisions of the Plan and Trust which 
relate to the Trustee, for use in providing Plan benefits and 
paying Plan fees and expenses not paid directly by the Employer. 
 Plan benefits shall be drawn solely from the Trust and paid by 
the Trustee as directed by the Administrator. Notwithstanding, 
the Company may appoint, with the approval of the Trustee, 
another trustee to hold and administer Plan assets which do not 
meet the requirements of Section 16.2.

16.2	Investment Funds

The Administrator is hereby granted authority to direct the 
Trustee to invest Trust assets in one or more Investment Funds.  
The number and composition of Investment Funds may be changed 
from time to time, without the necessity of amending the Plan and 
Trust.  The Trustee may establish reasonable limits on the number 
of Investment Funds as well as the acceptable assets for any such 
Investment Fund.  Each of the Investment Funds may be comprised 
of any of the following:

(a) 	shares of a registered investment company, whether or not 
the Trustee or any of its affiliates is an advisor to, or 
other service provider to, such company; 	

(b)	collective investment funds maintained by the Trustee, or 
any other fiduciary to the Plan, which are available for 
investment by trusts which are qualified under Code 
sections 401(a) and 501(a);  

(c)	individual equity and fixed income securities which are 
readily tradable on the open market; 

(d)	synthetic guaranteed investment contracts and guaranteed 
investment contracts issued by an insurance company and/or 
synthetic guaranteed investment contracts and bank 
investment contracts issued by a bank;

(e) 	interest bearing deposits (which may include interest 
bearing deposits of the Trustee); and

(f)	Company Stock.

Any Investment Fund assets invested in a collective investment 
fund, shall be subject to all the provisions of the instruments 
establishing and governing such fund.  These instruments, 
including any subsequent amendments, are incorporated herein by 
reference. 

16.3	Authority to Hold Cash

The Trustee shall have the authority to cause the investment 
manager of each Investment Fund to maintain sufficient deposit or 
money market type assets in each Investment Fund to handle the 
Investment Fund's liquidity and disbursement needs.  Each 
Participant's and Beneficiary's Sweep Account, which is used to 
hold assets pending investment or disbursement, shall consist of 
interest bearing deposits (which may include interest bearing 
deposits of the Trustee) and/or money market type assets or 
funds.   

16.4	Trustee to Act Upon Instructions

The Trustee shall carry out instructions to invest assets in the 
Investment Funds as soon as practicable after such instructions 
are received from the Administrator, Participants or 
Beneficiaries.  Such instructions shall remain in effect until 
changed by the Administrator, Participants or Beneficiaries.

16.5	Administrator Has Right to Vote Registered Investment Company 
Shares

The Administrator shall be entitled to vote proxies or exercise 
any shareholder rights relating to shares held on behalf of the 
Plan in a registered investment company.  Notwithstanding, the 
authority to vote proxies and exercise shareholder rights related 
to such shares held in a Custom Fund is vested as provided 
otherwise in Section 16.

16.6	Custom Fund Investment Management 

The Administrator may designate, with the consent of the Trustee, 
an investment manager for any Investment Fund established by the 
Trustee solely for Participants of the Plan and, subject to 
Section 16.7, any other qualified plan of the Company or a 
Related Company (a "Custom Fund").  The investment manager may be 
the Administrator, Trustee or an investment manager pursuant to 
ERISA section 3(38).  The Administrator shall advise the Trustee 
in writing of the appointment of an investment manager and shall 
cause the investment manager to acknowledge to the Trustee in 
writing that the investment manager is a fiduciary to the Plan.

A Custom Fund shall be subject to the following:  

(a)	Guidelines.  Written guidelines, acceptable to the Trustee, 
shall be established for a Custom Fund.  If a Custom Fund 
consists solely of collective investment funds or shares of 
a registered investment company (and sufficient deposit or 
money market type assets to handle the Custom Fund's 
liquidity and disbursement needs), its underlying 
instruments shall constitute the guidelines. 

(b)	Authority of Investment Manager.  The investment manager of 
a Custom Fund shall have the authority to vote or execute 
proxies, exercise shareholder rights, manage, acquire, and 
dispose of Trust assets.  Notwithstanding, the authority to 
vote proxies and exercise shareholder rights related to 
shares of Company Stock held in a Custom Fund is vested as 
provided otherwise in Section 16.

(c)	Custody and Trade Settlement.  Unless otherwise agreed to 
by the Trustee, the Trustee shall maintain custody of all 
Custom Fund assets and be responsible for the settlement of 
all Custom Fund trades.  For purposes of this Section, 
shares of a collective investment fund, shares of a 
registered investment company and synthetic guaranteed 
investment contracts and guaranteed investment contracts 
issued by an insurance company and/or synthetic guaranteed 
investment contracts and bank investment contracts issued 
by a bank, shall be regarded as the Custom Fund assets 
instead of the underlying assets of such instruments.

(d)	Limited Liability of Co-Fiduciaries.  Neither the 
Administrator nor the Trustee shall be obligated to invest 
or otherwise manage any Custom Fund assets for which the 
Trustee or Administrator is not the investment manager nor 
shall the Administrator or Trustee be liable for acts or 
omissions with regard to the investment of such assets 
except to the extent required by ERISA.

16.7	Master Custom Fund

The Trustee may establish, at the direction of the Administrator, 
a single Custom Fund (the "Master Custom Fund"), for the benefit 
of the Plan and any other qualified plan of the Company or a 
Related Company for which the Trustee acts as trustee pursuant to 
a plan and trust document that contains a provision substantially 
identical to this provision.  The assets of the Plan, to the 
extent invested in the Master Custom Fund, shall consist only of 
that percentage of the assets of the Master Custom Fund 
represented by the shares held by the Plan.

16.8	Authority to Segregate Assets

The Administrator may direct the Trustee to split an Investment 
Fund into two or more funds in the event any assets in the 
Investment Fund are illiquid or the value is not readily 
determinable.  In the event of such segregation, the 
Administrator shall give instructions to the Trustee on what 
value to use for the split-off assets, and the Trustee shall not 
be responsible for confirming such value.

16.9	Investment in Company Stock

If the Company provides for a Company Stock Fund, directly or 
through a Master Custom Fund, the Company Stock Fund shall be 
comprised of Company Stock and sufficient deposit or money market 
type assets to handle the Company Stock Fund's liquidity and 
disbursement needs. The Company Stock Fund may be as large as 
necessary to comply with Participants' and Beneficiaries' 
investment elections. 

16.10	Participants Have Right to Vote and Tender Company Stock

Each Participant or Beneficiary shall be entitled to instruct the 
Trustee as to the voting or tendering of any full or partial 
shares of Company Stock held on his or her behalf in the Company 
Stock Fund.  The Company shall be responsible for distributing to 
each such Participant or Beneficiary on a timely basis, such 
information as shall be distributed to shareholders of the 
Company in connection with any shareholder vote or tender 
decision and for informing each such Participant or Beneficiary 
of the following:

(a)	a failure to instruct the Trustee with regard to a 
shareholder vote shall be regarded as a direction to 
abstain with respect to each matter or group of related 
matters to be acted upon (other than elections to office) 
and to withhold authority to vote for any nominee for 
election to office; and

(b)	a failure to instruct the Trustee with regard to a tender 
decision shall be regarded as a direction not to tender.

The Trustee shall be responsible for the tabulation of the 
instructions furnished by such Participants and Beneficiaries.  
The Trustee shall act with respect to such shares as instructed. 
 The Trustee shall hold any instructions it receives in 
confidence and shall not divulge or release any specific 
information regarding such to any person, including officers or 
Employees.

The Trustee will act in accordance with (a) or (b) set forth 
above, as applicable, with regard to shares for which 
instructions are not received from Participants or Beneficiaries.

16.11	Registration and Disclosure for Company Stock

The Administrator shall be responsible for determining the 
applicability (and, if applicable, complying with) the 
requirements of the Securities Act of 1933, as amended, the 
California Corporate Securities Law of 1968, as amended, and any 
other applicable blue sky law.  The Administrator shall also 
specify what restrictive legend or transfer restriction, if any, 
is required to be set forth on the certificates for the 
securities and the procedure to be followed by the Trustee to 
effectuate a resale of such securities.

17	TRUST ADMINISTRATION

17.1	Trustee to Construe Trust

The Trustee shall have the discretionary authority to construe 
those provisions of the Plan and Trust which relate to the 
Trustee and to do all things necessary or convenient to the 
administration of the Trust, whether or not such powers are 
specifically set forth in the Plan and Trust.  Actions taken in 
good faith by the Trustee shall be conclusive and binding on all 
interested parties, and shall be given the maximum possible 
deference allowed by law.

17.2	Trustee To Act As Owner of Trust Assets

Subject to the specific conditions and limitations set forth in 
the Plan and Trust, the Trustee shall have all the power, 
authority, rights and privileges of an absolute owner of the 
Trust assets and, not in limitation but in amplification of the 
foregoing, may:

(a)	receive, hold, manage, invest and reinvest, sell, tender, 
exchange, dispose of, encumber, hypothecate, pledge, 
mortgage, lease, grant options respecting, repair, alter, 
insure, or distribute any and all property in the Trust;

(b)	borrow money, participate in reorganizations, pay calls and 
assessments, vote or execute proxies, exercise subscription 
or conversion privileges, exercise options and register any 
securities in the Trust in the name of the nominee, in 
federal book entry form or in any other form as shall 
permit title thereto to pass by delivery;

(c)	renew, extend the due date, compromise, arbitrate, adjust, 
settle, enforce or foreclose, by judicial proceedings or 
otherwise, or defend against the same, any obligations or 
claims in favor of or against the Trust; and

(d)	lend, through a collective investment fund, any securities 
held in such collective investment fund to brokers, dealers 
or other borrowers and to permit such securities to be 
transferred into the name and custody and be voted by the 
borrower or others.

17.3	United States Indicia of Ownership

The Trustee shall not maintain the indicia of ownership of any 
Trust assets outside the jurisdiction of the United States, 
except as authorized under ERISA section 404(b).

17.4	Tax Withholding and Payment

(a)	Withholding.  The Trustee shall calculate and withhold 
federal (and, if applicable, state) income taxes with 
regard to any Eligible Rollover Distribution that is not 
paid as a Direct Rollover in accordance with the 
Participant's withholding election or as required by law if 
no election is made or the election is less than the amount 
required by law.  With regard to any taxable distribution 
that is not an Eligible Rollover Distribution, the Trustee 
shall calculate and withhold federal (and, if applicable, 
state) income taxes in accordance with the Participant's 
withholding election or as required by law if no election 
is made.

(b)	Taxes Due From Investment Funds.  The Trustee shall pay 
from the Investment Fund any taxes or assessments imposed 
by any taxing or governmental authority on such Investment 
Fund or its income, including related interest and 
penalties.

17.5	Trust Accounting

(a)	Annual Report.  Within 60 days (or other reasonable period) 
following the close of the Plan Year, the Trustee shall 
provide the Administrator with an annual accounting of 
Trust assets and information to assist the Administrator in 
meeting ERISA's annual reporting and audit requirements.  

(b)	Periodic Reports.  The Trustee shall maintain records and 
provide sufficient reporting to allow the Administrator to 
properly monitor the Trust's assets and activity.

(c)	Administrator Approval.  Approval of any Trustee accounting 
shall automatically occur 90 days after such accounting has 
been received by the Administrator, unless the 
Administrator files a written objection with the Trustee 
within such time period.  Such approval shall be final as 
to all matters and transactions stated or shown therein and 
binding upon the Administrator.

17.6	Valuation of Certain Assets

If the Trustee determines the Trust holds any asset which is not 
readily tradable and listed on a national securities exchange 
registered under the Securities Exchange Act of 1934, as amended, 
the Trustee may engage a qualified independent appraiser to 
determine the fair market value of such property, and the 
appraisal fees shall be paid from the Investment Fund containing 
the asset.  
17.7	Legal Counsel

The Trustee may consult with legal counsel of its choice, 
including counsel for the Employer or counsel of the Trustee, 
upon any question or matter arising under the Plan and Trust.  
When relied upon by the Trustee, the opinion of such counsel 
shall be evidence that the Trustee has acted in good faith. 

17.8	Fees and Expenses

The Trustee's fees for its services as Trustee shall be such as 
may be mutually agreed upon by the Company and the Trustee.  
Trustee fees and all reasonable expenses of counsel and advisors 
retained by the Trustee shall be paid in accordance with Section 
6.

17.9	Trustee Duties and Limitations

The Trustee's duties, unless otherwise agreed to by the Trustee, 
shall be confined to construing the terms of the Plan and Trust 
as they relate to the Trustee, receiving funds on behalf of and 
making payments from the Trust, safeguarding and valuing Trust 
assets, investing and reinvesting Trust assets in the Investment 
Funds as directed by the Administrator, Participants or 
Beneficiaries, and those duties as described in this Section 17.

The Trustee shall have no duty or authority to ascertain whether 
Contributions are in compliance with the Plan, to enforce 
collection or to compute or verify the accuracy or adequacy of 
any amount to be paid to it by the Employer.  The Trustee shall 
not be liable for the proper application of any part of the Trust 
with respect to any disbursement made at the direction of the 
Administrator.

18	RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

18.1	Plan Does Not Affect Employment Rights

The Plan does not provide any employment rights to any Employee. 
 The Employer expressly reserves the right to discharge an 
Employee at any time, with or without cause, without regard to 
the effect such discharge would have upon the Employee's interest 
in the Plan.

18.2	Compliance With USERRA

Notwithstanding any provision of the Plan to the contrary, 
effective October 13, 1996, with regard to an Employee who after 
serving in the uniformed services is reemployed on or after 
December 12, 1994, within the time required by USERRA, 
contributions shall be made and benefits and service credit shall 
be provided under the Plan with respect to his or her qualified 
military service (as defined in Code section 414(u)(5)) 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.

18.3	Limited Return of Contributions

Except as provided in this Section 18.3, (i) Plan assets shall 
not revert to the Employer nor be diverted for any purpose other 
than the exclusive benefit of Participants and Beneficiaries and 
defraying reasonable expenses of administering the Plan; and (ii) 
a Participant's vested interest shall not be subject to 
divestment.  As provided in ERISA section 403(c)(2), the actual 
amount of a Contribution or portion thereof made by the Employer 
(or the current value of such if a net loss has occurred) may 
revert to the Employer if:

(a)	such Contribution or portion thereof is made by reason of a 
mistake of fact; or

(b)	such Contribution or portion thereof is not deductible 
under Code section 404 (such Contributions are hereby 
conditioned upon such deductibility) in the taxable year of 
the Employer for which the Contribution is made.

The reversion to the Employer must be made (if at all) within one 
year of the mistaken payment or the date of disallowance of 
deduction, as the case may be.  A Participant shall have no 
rights under the Plan with respect to any such reversion.

18.4	Assignment and Alienation

As provided by Code section 401(a)(13) and to the extent not 
otherwise required by law, no benefit provided by the Plan may be 
anticipated, assigned or alienated, except:

(a)	to create, assign or recognize a right to any benefit with 
respect to an  Alternate Payee pursuant to a QDRO; or

(b)	to use a Participant's vested Account balance as security 
for a loan from the Plan which is permitted pursuant to 
Code section 4975.

18.5	Facility of Payment

If a Plan benefit is due to be paid to a minor or if the 
Administrator reasonably believes that any payee is legally 
incapable of giving a valid receipt and discharge for any payment 
due him or her, the Administrator shall have the payment of the 
benefit, or any part thereof, made to the person (or persons or 
institution) whom it reasonably believes is caring for or 
supporting the payee, unless it has received due notice of claim 
therefor from a duly appointed guardian or conservator of the 
payee.  Any payment shall to the extent thereof, be a complete 
discharge of any liability under the Plan to the payee.

18.6	Reallocation of Lost Participant's Accounts

If the Administrator cannot locate a person entitled to payment 
of a Plan benefit after a reasonable search, the Administrator 
may at any time thereafter treat such person's Account as 
forfeited and use such amount as described in Section 8.  If such 
person subsequently presents the Administrator with a valid claim 
for the benefit, such person shall be paid the amount treated as 
forfeited, plus the interest that would have been earned in the 
Sweep Account to the date of determination.  The Administrator 
shall pay the amount through an additional amount contributed by 
the Employer or direct the Trustee to pay the amount from 
forfeiture amounts.

18.7	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 and the Trustee, 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 or her Contribution election, a 
Participant's right to change his or her investment election and 
a Participant's right to borrow or withdraw from his or her 
Account or obtain a distribution from his or her Account.
  
18.8	Suspension of Certain Plan Provisions During Other Periods

  		Notwithstanding any provision of the Plan to the contrary, in 
accordance with procedures established by the Administrator and 
the Trustee, the Administrator may temporarily suspend a 
Participant's right to borrow or withdraw from his or her Account 
or obtain a distribution from his or her 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 or her 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.
 
18.9	Claims Procedure

(a)	Right to Make Claim.  An interested party who disagrees 
with the Administrator's determination of his or her right 
to Plan benefits must submit a written claim and exhaust 
this claim procedure before legal recourse of any type is 
sought.  The claim must include the important issues the 
interested party believes support the claim.  The 
Administrator, pursuant to the authority provided in the 
Plan, shall either approve or deny the claim.

(b)	Process for Denying a Claim.  The Administrator's partial 
or complete denial of an initial claim must include an 
understandable, written response covering (1) the specific 
reasons why the claim is being denied (with reference to 
the pertinent Plan provisions) and (2) the steps necessary 
to perfect the claim and obtain a final review.

(c)	Appeal of Denial and Final Review.  The interested party 
may make a written appeal of the Administrator's initial 
decision, and the Administrator shall respond in the same 
manner and form as prescribed for denying a claim 
initially.

(d)	Time Frame.  The initial claim, its review, appeal and 
final review shall be made in a timely fashion, subject to 
the following time table:

	Days to Respond
Action							From Last Action

Administrator determines benefit				NA
Interested party files initial request			60 days
Administrator's initial decision				90 days
Interested party requests final review			60 days
Administrator's final decision				60 days

However, the Administrator may take up to twice the maximum 
response time for its initial and final review if it 
provides an explanation within the normal period of why an 
extension is needed and when its decision shall be 
forthcoming.

18.10	Construction

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. 

18.11	Jurisdiction and Severability

The Plan and Trust 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 California.  If 
any provision of the Plan and Trust is or becomes invalid or 
otherwise unenforceable, that fact shall not affect the validity 
or enforceability of any other provision of the Plan and Trust.  
All provisions of the Plan and Trust shall be so construed as to 
render them valid and enforceable in accordance with their 
intent.

18.12	Indemnification by Employer

The Employers hereby agree to indemnify all Plan fiduciaries 
against any and all liabilities resulting from any action or 
inaction, (including a Plan termination in which the Company 
fails to apply for a favorable determination from the Internal 
Revenue Service with respect to the qualification of the Plan 
upon its termination), in relation to the Plan or Trust (i) 
including (without limitation) expenses reasonably incurred in 
the defense of any claim relating to the Plan or its assets, and 
amounts paid in any settlement relating to the Plan or its 
assets, but (ii) excluding liability resulting from actions or 
inactions made in bad faith, or resulting from the negligence or 
willful misconduct of the Trustee.  The Company shall have the 
right, but not the obligation, to conduct the defense of any 
action to which this Section applies.  The Plan fiduciaries are 
not entitled to indemnity from the Plan assets relating to any 
such action.

19	AMENDMENT, MERGER, DIVESTITURES AND TERMINATION

19.1	Amendment

The Company reserves the right to amend the Plan and Trust at any 
time, to any extent and in any manner it may deem necessary or 
appropriate.  The Company (and not the Trustee) shall be 
responsible for adopting any amendments necessary to maintain the 
qualified status of the Plan and Trust under Code sections 401(a) 
and 501(a).  The Administrator shall have the authority to adopt 
Plan and Trust amendments which 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:

(a)	become effective unless it has been adopted in accordance 
with the procedures set forth in Section 19.5;

(b)	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; 

(c)	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

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

19.2	Merger

The Plan and Trust 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.

19.3	Divestitures

In the event of a sale by an Employer which is a corporation of: 
(i) substantially all of the Employer's assets used in a trade or 
business to an unrelated corporation, or (ii) 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, except as provided below, to Participants with respect to 
Employees who continue employment with the corporation acquiring 
such assets or who continue employment with such subsidiary, as 
applicable.

Notwithstanding, distributions shall not be permitted 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.

19.4	Plan Termination and Complete Discontinuance of Contributions

The Company may, at any time and for any reason, terminate the 
Plan in accordance with the procedures set forth in Section 19.5, 
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 Section 8 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 19.1 unless it is required in order to 
maintain the qualified status of the Plan upon its termination.  
The Trustee's and Employer's authority shall continue beyond the 
Plan's termination date until all Trust assets have been 
liquidated and distributed.

19.5	Amendment and Termination Procedures

Any amendment to (including a termination of) the Plan and Trust 
by the Company shall be made only pursuant to action of the Board 
or on behalf of the Board by the Board's executive committee as 
authorized in the Company bylaws in accordance with the Board's 
normal procedures and by written instrument of amendment, signed 
and dated.  Any amendment to the Plan and Trust by the Committee, 
as Administrator, shall be made pursuant to action of the 
Committee in accordance with the procedures set forth in Section 
15.7(a) and by written instrument of amendment, signed and dated.

The effective date of any amendment may be before, on or after 
the date of such Board action or Committee action, as applicable. 
 If no effective date is specified, the effective date of the 
amendment shall be the date of the Board action or the Committee 
action, as applicable.  However, no amendment shall become 
effective until it is accepted and signed by the Trustee (which 
acceptance shall not be unreasonably withheld.)

19.6	Termination of Employer's Participation

Any Employer may, at any time and for any reason, terminate its 
Plan participation by action of its board of directors in 
accordance with its normal procedures.  Written notice of such 
action shall be signed and dated by an executive officer of the 
Employer and delivered to the Company.  If the effective date of 
such action is not specified, it shall be effective on, or as 
soon as reasonably practicable after, the date of delivery.  Upon 
the Employer's request, the Company may instruct the Trustee and 
Administrator to spin off all affected Accounts and underlying 
assets into a separate qualified plan under which the Employer 
shall assume the powers and duties of the Company.  
Alternatively, the Company may continue to maintain the Accounts 
under the Plan.

19.7	Replacement of the Trustee

The Trustee may resign as Trustee under the Plan and Trust or may 
be removed by the Company at any time upon at least 90 days 
written notice (or less if agreed to by both parties).  In such 
event, the Company shall appoint a successor trustee by the end 
of the notice period.  The successor trustee shall then succeed 
to all the powers and duties of the Trustee under the Plan and 
Trust.  If no successor trustee has been named by the end of the 
notice period, the Company's chief executive officer shall become 
the trustee, or if he or she declines, the Trustee may petition 
the court for the appointment of a successor trustee.  

19.8	Final Settlement and Accounting of Trustee

(a)	Final Settlement.  As soon as administratively feasible 
after its resignation or removal as Trustee, the Trustee 
shall transfer to the successor trustee all property 
currently held by the Trust.  However, the Trustee is 
authorized to reserve such sum of money as it may deem 
advisable for payment of its accounts and expenses in 
connection with the settlement of its accounts or other 
fees or expenses payable by the Trust.  Any balance 
remaining after payment of such fees and expenses shall be 
paid to the successor trustee.

(b)	Final Accounting.  The Trustee shall provide a final 
accounting to the Administrator within 90 days of the date 
Trust assets are transferred to the successor trustee.

(c)	Administrator Approval.  Approval of the final accounting 
shall automatically occur 90 days after such accounting has 
been received by the Administrator, unless the 
Administrator files a written objection with the Trustee 
within such time period.  Such approval shall be final as 
to all matters and transactions stated or shown therein and 
binding upon the Administrator.

	APPENDIX A - INVESTMENT FUNDS


I.	Investment Funds Available

The Investment Funds offered under the Plan as of the Effective Date 
include this set of daily valued funds:


Category			Funds

Money Market		U.S. Government Money Market

Balanced			Asset Allocation

Equity				Company Stock
S&P 500 Stock

Combination		LifePath Series


II.	Default Investment Fund

The default Investment Fund as of the Effective Date is the U.S. 
Government Money Market Fund.


III.	Maximum Percentage Restrictions Applicable to Certain Investment Funds

As of the Effective Date, there are no maximum percentage restrictions 
applicable to any Investment Funds.

	APPENDIX B - PAYMENT OF PLAN FEES AND EXPENSES


As of the Effective Date, payment of Plan fees and expenses shall be as 
follows: 

I.	Investment Management Fees:  These are paid by Participants in that 
management fees reduce the investment return reported and credited to 
Participants.

II.	Recordkeeping Fees: These are paid by the Employer on a quarterly 
basis, except that with regard to a Participant who is no longer an 
Employee or a Beneficiary, these are paid by the Participant and are 
assessed monthly and billed/collected from Accounts quarterly.

III.	Loan Fees:  A $3.50 per month fee is assessed and billed/collected 
quarterly from the Account of each Participant who has an outstanding 
loan balance.

IV.	Investment Fund Election Changes:  For each Investment Fund election 
change by a Participant, in excess of four changes per year, a $10 fee 
shall be assessed and billed/collected quarterly from the 
Participant's Account.  

V.	Periodic Installment Payment Fees: A $3.00 per check fee shall be 
assessed and billed/collected quarterly from the Account of each 
Participant for whom a check is issued.

VI.	Additional Fees Paid by Employer:  All other Plan related fees and 
expenses shall be paid by the Employer.  To the extent that the 
Administrator later elects that any such fees shall be borne by 
Participants, estimates of the fees shall be determined and 
reconciled, at least annually, and the fees shall be assessed monthly 
and billed/collected from Accounts quarterly.

	APPENDIX C - LOAN INTEREST RATE


As of the Effective Date, the interest rate charged on Participant loans shall 
be equal to the U.S. Treasury rate for a note of the same maturity, plus 2%.  
The rate may be determined once for all loans made in a month, and the 
maturity may be determined to the nearest year.