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                                                                   Exhibit 10.34

                                                                CONFORMED COPY
                                                                --------------





                                    RED LION

                      SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN


                                  July 1, 1989

                      (As Amended Through Amendment No. 3)











Red Lion Hotels, Inc.
a Delaware corporation
4001 Main Street
PO Box 1027
Vancouver, WA 98666                                                







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                                TABLE OF CONTENTS

                                                                         Page

  1.     Purposes; Administration; Plan Year .......................     1

  2.     Eligibility; Participation ................................     1

  3.     Contributions .............................................     2

  4.     Participants' Accounts ....................................     4

  5.     Time and Manner of Payment ................................     5

  6.     Vesting ...................................................     6

  7.     Withdrawals ...............................................     7

  5.     Amendment; Termination ....................................     7

  9.     Claims Procedure ..........................................     8

 10.     General Provisions ........................................     9

 11.     Effective Date ............................................    10


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                                    RED LION

                      SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

                                  July 1, 1989

                      (As Amended Through Amendment No. 3)

Red Lion Hotels, Inc.
a Delaware corporation
4001 Main Street
PO Box 1027
Vancouver, WA 98666                                        Company



      1.       Purposes: Administration: Plan Year
               -----------------------------------
 

                  1.1 The Company adopts this plan to provide retirement
benefits to eligible employees in addition to the benefits provided by the
Employee Retirement Savings Plan (the "Savings Plan"), the Company's tax
qualified profit sharing plan, which includes a qualified cash or deferred
arrangement under section 401(k) of the Internal Revenue Code. If the Company
sells substantially all of its assets and the buyer assumes all of the Company's
obligations under this plan, the Company shall be released from those
obligations.


                  1.2 The plan shall be administered by an Administrative
Committee (the "Committee") of one or more persons appointed by the managing
general partner of the Company. The Committee shall interpret the plan,
determine eligibility and the amount of benefits, maintain records, determine
earnings rates and generally be responsible for seeing that the purposes of the
plan are accomplished. The Committee may delegate all or part of its
administrative duties to others.


                  1.3 The plan year shall be the calendar year starting January
1 and ending December 31, except the period from July 1, 1989 to December 31,
1989 shall be an initial short plan year.


         2. Eligibility; Participation
            --------------------------


           2.1 Subject to 2.2, an employee shall participate as follows:


               (a) Participation in elective deferrals under 3.1 shall commence
         with the first pay period after hire, subject to enrollment procedures
         of the Committee.
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               (b) Participation in Company contributions under 3.3 shall
         commence on the entry date the employee becomes eligible for
         participation in the Company's Employee Retirement Savings Plan. If the
         entry date is not a January 1, the contribution in 3.3(a) shall be
         based on compensation payable from the entry date to the end of the
         plan year in excess of the contribution and benefit base for a full
         year.


         2.2 A management employee of the Company shall be eligible to
participate in the plan for any plan year for which the employee is a highly
compensated employee as defined for purposes of discrimination testing in the
Savings Plan. Upon first becoming eligible, an employee shall enroll for
participation by completing a Statement of Participation on a form provided by
the Committee.


         2.3 A person having an Account under the plan shall be referred to as a
participant. A participant who loses eligibility for a plan year as a result of
not being a highly compensated employee for such year under the Savings Plan
shall continue to have an Account in the plan, but no contributions shall be
made under Section 3 for such year.


      3. Contributions
         -------------


         3.1 Subject to 3.4, for each plan year, a portion of a participant's
salary and bonus for the year shall be deferred as follows. For the period after
hire before the participant is eligible to make elective contributions under the
Savings Plan, the amount deferred shall be a percentage of compensation elected
by the participant, up to the maximum percentage allowed by the Savings Plan.
For the period after the participant is eligible under the Savings Plan, the
amount deferred shall be the excess (if any) for the plan year of (a) over (b)
below:


                       (a) The participant's elective contributions under the
               Savings Plan based on the percentage of compensation elected by
               the participant up to the maximum percentage allowed by the
               Savings Plan.


                       (b) The amount of elective contributions actually allowed
               for the participant under the Savings Plan for the year after
               application of the annual dollar limit on elective deferrals, the
               $150,000 limit on qualified plan



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         compensation, the actual deferral percentage test, and the limit on
         annual additions.


         3.2 Amounts deferred under 3. 1 shall be credited to the participant's
Deferral Account.


         3.3 Subject to 3.4 and 3.5, for each plan year the Company shall
contribute the following amounts for each participant:


                  (a) 6 percent of the participant's compensation for the year
         in excess of the contribution and benefit base determined under section
         230 of the Social Security Act. "Compensation" means the compensation
         from which elective contributions may be made under the Savings Plan,
         before reduction for such elective contributions, deferrals under this
         plan or amounts elected under a flexible benefits plan. Compensation in
         excess of the $150,000 limit on qualified plan compensation shall be
         counted for this purpose.


                  (b) The excess (if any) of (1) over (2) below:


                           (1) The participant's matching contributions under
                  the Savings Plan based on the participant's elective
                  contributions under 3.1(a) before reduction under 3.1(b) and
                  after any reduction in the rate of matching as a result of the
                  4-percent-of-eligible-payroll limit on matching contributions
                  provided under the Savings Plan.


                           (2) The amount of matching contributions actually
                  allowed for the participant under the Savings Plan for the
                  year after application of the annual dollar limit on elective
                  deferrals, the actual deferral percentage test, the
                  contribution percentage test and the limit on annual
                  additions.


         3.4 If an excess deferral or excess matching contribution under the
Savings Plan is distributed to a participant under sections 4.04-6 or 4.04-7 of
the Savings Plan, or any successor provision, the participant shall repay the
amount received, including any earnings, to the Company. The


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Company shall treat such amount as a deferral contribution under this Plan and
shall reduce the taxable income reported to the participant by the same amount.


         3.5 No contribution under 3.3 shall be made in any plan year in which
the participant does not elect any elective contribution under the Savings Plan.


         3.6 Company contributions under 3.3 shall be credited to the
participant's Company Account.


    4. Participants' Accounts
       ----------------------


         4.1 The Committee shall keep the following Accounts for each
participant:


            (a) A Deferral Account.


            (b) A Company Account.


         4.2 The Committee shall credit to a participant's Company Account the
contribution provided by 3.3(a) as of a date not later than the last day of the
plan year.


         4.3 The Committee shall credit to a participant's Deferral Account the
deferrals under 3.1 at the time which, but for the limitations imposed by law,
the deferrals would have been credited to the participant's account under the
Savings Plan.


         4.4 The Committee shall credit to a participant's Company Account the
contributions under 3.3 (b) at the time which, but for the limitations imposed
by law, the contribution would have been credited to the participant's account
under the Savings Plan.


         4.5 As of each regular or special valuation date under the Savings
Plan, the Committee shall credit earnings or losses to each participant's
Accounts. The Committee shall establish within the trust described in 10.4 one
or more pooled investment funds (collectively, the "SERP Funds"), and the
following shall apply:


                  (a) The Committee shall define the objectives for the SERP
         Funds, may establish new funds, combine two or more funds or change the
         objectives of an existing fund.


                  (b) When there are two or more SERP Funds offered, allocation
         of the Accounts of each participant among the funds shall be controlled


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         by the participant in minimum increments established by the Committee.
         If no allocation is made, the Committee shall determine the SERP Funds
         into which contributions shall be deposited.


                  (c) The Committee shall inform all participants about the SERP
         Funds and the objectives of each. The SERP Funds shall be valued as of
         each valuation date under the Savings Plan.


                  (d) Except as provided above, the provisions 10.02 of the
         Savings Plan relating to amounts, timing, and notice requirements for
         allocations shall apply with respect to allocations by the participant
         under this plan.


                  (e) The SERP Funds shall be valued as of each regular or
         special valuation date under the Savings Plan.

     5. Time and Manner of Payment
        --------------------------


         5.1 The vested amount of a participant's Accounts shall be paid in one
of the following ways as selected under 5.2:


                  (a) In a lump sum within 30 days after the Benefit Date.

                  (b) In substantially equal monthly installments over 5 years,
         beginning within 30 days after the Benefit Date.


                  (c) In substantially equal monthly installments over 10 years,
         beginning within 30 days after the Benefit Date.


         5.2 The Benefit Date shall be the earliest of the following:

                  (a) The date the participant ceases to be employed by the
         Company, other than in a direct transfer to employment with an entity
         designated by the Committee as an affiliate of the Company.


                  (b) The date the participant dies.







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                  (c) The date the participant becomes disabled as determined
         under the terms of the Savings Plan.


         5.3 In the participant's Statement of Participation, the participant
shall select the form of payment under 5.1. A participant's selection shall be
irrevocable for deferrals and Company contributions credited to the
participant's Accounts while the selection is in effect and any earnings
credited thereto. A participant may change the form of payment by written notice
to the Committee. Such a change shall be effective on the first day of the plan
year beginning after the Committee receives notice of the change. A change of
payment form shall apply only to deferrals and Company contributions, and
earnings credited thereto, after the change becomes effective.


         5.4 The Company shall withhold from any payments any income tax or
other amounts as required by law. If FICA tax is due on deferrals or Company
contributions, the participant's share of FICA shall be withheld from other
compensation payable to the participant.


         5.5 On the death of a participant, payments under 5.1 shall be made to
the participant's beneficiary at the same time the payments would have been made
to the participant. The participant's beneficiary shall be determined under the
terms of the Savings Plan as in effect at the date of death, regardless of
whether the participant ceases to be a participant in the Savings Plan.


         5.6 If a beneficiary is receiving payments under 5.5 and dies before
the payments are completed, the remaining payments shall be made to the
beneficiary's estate.


      6. Vesting
         -------


         6.1 A participant's Deferral Account shall be fully vested at all
times.


         6.2 A participant's Company Account shall be vested in the same
percentage as the participant's matching contributions under the Savings Plan,
except as follows. The Company Account shall be fully vested if a Change of
Control Event under 6.3 occurs.


         6.3 A "Change of Control Event" means any one of the following, except
the corporate reorganization of July 1995 shall not be a Change of Control
Event:



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                  (a) The sale of all or substantially all of the assets of the
         Company;


                  (b) The sale of 50% or more of the Partnership interests in
         the Company, whether by sale, merger or other disposition;


                  (c) The liquidation or dissolution of the Company;


                  (d) Any other sale or disposition of the assets or Partnership
         interests of the Company (whether any of such Partnership interests are
         now outstanding) resulting in a change in control of the policies,
         procedures and operation of the Company.


      7.     Withdrawals
             -----------

         7.1 A participant may withdraw vested amounts from the participant's
Accounts to the extent approved by the Committee because of financial hardship
as defined in the Savings Plan. The withdrawal shall be limited to the amount
reasonably necessary to meet the financial hardship. The vested amounts in the
participant's Accounts under this plan shall be exhausted first, before hardship
withdrawals are allowed under the Savings Plan.


         7.2 The withdrawal date shall be fixed by the Committee after
application by the participant under procedures fixed by the Committee. The
application shall include a signed statement of the facts causing financial
hardship and any other facts required by the Committee. The Committee may
require a minimum advance notice, may limit the amount and frequency of
withdrawals, and may delay payment of an approved withdrawal to permit a special
valuation, to permit liquidation of necessary assets or for other pertinent
reasons. Accounts shall be adjusted as of the last regular or special valuation
date on or before the withdrawal.

         8. Amendment: Termination
            ----------------------

         8.1 The Company may amend the plan at any time by notice to the
participants. An amendment may be retroactive within the plan year in which
notice is given. An amendment may not reduce the balance in the participants'
Accounts as of the date notice of the amendment is given to participants. An
amendment may not change the terms in 4.5 under which earnings or losses are
determined. No amendment may accelerate the time of payment of


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benefits to persons participating in the plan at the time of the amendment.


         8.2 If the Savings Plan is terminated, this plan shall terminate as of
the same date. If all the assets of the Savings Plan are then distributed to its
participants, all the Accounts under this plan shall be distributed in a lump
sum to the participants at the same time.


         8.3 The Company may terminate this plan effective the first day of any
plan year after notice to the participants. On termination, all Accounts under
this plan shall be distributed in a lump sum to participants.


         8.4 If the Internal Revenue Service issues a final ruling that the
amount of any participant's Account will be subject to current income tax to the
participant, all amounts to which the ruling is applicable shall be paid within
30 days to the participant.


      9. Claims Procedure
         ----------------


         9.1 Any person claiming a benefit, requesting an interpretation or
ruling under the plan, or requesting information under the plan shall present
the request in writing to the Committee, which shall respond in writing as soon
as practicable.


         9.2 If the claim or request is denied, the written notice of denial
shall state:


                  (a) The reasons for denial, with specific reference to the
         plan provisions on which the denial is based.


                  (b) A description of any additional material or information
         required and an explanation of why it is necessary.


                  (c) An explanation of the plan's claim review procedure.


         9.3 Any person whose claim or request is denied or who has not received
a response within 30 days may request review by notice in writing to the
Committee. The original decision shall be reviewed by the Committee which may,
but shall not be required to, grant the claimant a hearing. On review, whether
or not there is a hearing, the claimant may have representation, examine
pertinent documents and submit issues and comments in writing.



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         9.4 The decision on review ordinarily shall be made within 60 days. If
an extension of time is required for a hearing or other special circumstances,
the claimant shall be so notified and the time limit shall be 120 days. The
decision shall be in writing and shall state the reasons and the relevant plan
provisions. All decisions on review shall be final and bind all parties
concerned.


    10. General Provisions
        ------------------

         10.1 Any notice under this plan shall be in writing and shall be
effective when actually delivered, or, if mailed, when deposited postage
prepaid. Mail shall be directed to the Company at the address stated in this
plan, to the participant at the address stated in the Statement of
Participation, or to such other address as a party may specify by notice to the
other parties. Notices to the Committee shall be sent to the Company's address.


         10.2 The rights of a participant under this plan are personal. Except
for the limited provisions of 5.5, no interest of a participant or any
beneficiary or representative of a participant may be directly or indirectly
transferred, encumbered, seized by legal process or in any other way subjected
to the claims of any creditor.


         10.3 Except as provided in 10.4, the rights of the participants and
beneficiaries under this plan shall be an unfunded, unsecured promise of the
Company to make future payments.


         10.4 The Company shall establish a trust with a financial institution
for payment of benefits under the plan, which shall be a grantor trust for tax
purposes. The trust shall provide that any assets contributed to the Trustee
shall be used exclusively for payment of benefits under this plan except in the
event the Company becomes insolvent, in which case the trust fund shall be held
for payment of the Company's obligations to its general creditors.


         10.5 Following termination of employment, a participant shall not be an
employee of the Company for any purpose and payments under section 5 shall not
constitute salary or wages. A participant shall receive such payments as
retirement benefits, not as compensation for performance of any substantial
services.


         10.6 The plan shall not be a contract of employment between the Company
and any employee. No employee may object to amendment or termination of the
plan. The plan shall not prevent the Company from discharging any employee at
any time.



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         10.7 The Committee may decide that because of the mental or physical
condition of a person entitled to payments, or because of other relevant
factors, it is in the person's best interest to make payments to others for the
benefit of the person entitled to payment. In that event the Committee may in
its discretion direct that payments be made as follows:


                  (a) To a parent or spouse or a child of legal age.


                  (b) To a legal guardian.


                  (c) To one furnishing maintenance, support, or
         hospitalization.


         10.8 This plan shall be construed according to the laws of Washington
except as preempted by federal law.


         10.9 The Company may elect to pay any administrative fees or expenses
and may allocate the cost among adopting Employers. Otherwise the expenses and
fees shall be paid from the trust fund.


         11. Effective Date
             --------------


             This plan shall be effective July 1, 1989.

                                                     RED LION

                                                     By J.H. BEST, JR.
                                                        ------------------------

                                                     Executed: January 22, 1990

         AMENDMENT NO, 1 EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1994:

                                                     RED LION


                                                     By BETH A. UGORETZ
                                                        ------------------------

                                                     Executed: February 16, 1994



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AMENDMENT NO. 2 EXECUTED AS FOLLOWS EFFECTIVE IN PART JANUARY 1, 1995 AND IN
PART JANUARY 1, 1994:
----------------------------------------------------------------------------


                                                    RED LION


                                                    By BETH A. UGORETZ
                                                       -------------------------
                                                    Executed: July 26, 1995

AMENDMENT NO, 3 EXECUTED AS FOLLOWS EFFECTIVE OCTOBER 1, 1995:
--------------------------------------------------------------

                                                    RED LION

                                                    By BETH A. UGORETZ
                                                       -------------------------
                                                    Executed: September l8, 1995








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