**AMENDMENT1**

**TOTHE**

**SEVENTHRESTATED GRAPHIC COMMUNICATIONS**

**INTERNATIONALUNION, TWIN CITIES**

**LOCAL6A - BUCKBEE-MEARS PENSION PLAN**

These amendments reflect the applicableprovisions of the model amendments to comply with the Economic Growth and TaxRelief Reconciliation Act of 2001, as amended ("EGTRRA"), released bythe Internal Revenue Service in IRS Notice 2001-57, are intended as good faithcompliance with the requirements of EGTRRA, and are to be construed inaccordance with EGTRRA and guidance issued thereunder.

Pursuant to Article IX of the Seventh RestatedGraphic Communications International Union, Twin Cities Local 6A -Buckbee-Mears Pension Plan, hereinafter referred to as the "Plan",the Trustees hereby amend said Plan as follows:

I.

A new subsection 4.14(e) is hereby added to thePlan to read in its entirety as follows:

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"(e)   (i)    Effective Date.  Notwithstanding the foregoing to the contrary, thissection shall be effective for limitation years ending after December 31, 2001.

(ii)    Effect onParticipants.  Benefit increases resulting from the increase in thelimitations of section 415(b) of the Code will be provided to all employeesparticipating in this Plan who have one (1) Hour of Service ending afterDecember 31, 2001.

Definitions.

(iii)    Definedbenefit dollar limitation.  The "defined benefit dollarlimitation" is $160,000, as adjusted, effective January 1 of each year,under section 415(d) of the Code in such manner as the Secretary shallprescribe, and payable in the form of a straight life annuity.  Alimitation as adjusted under section 415(d) of the Code will apply tolimitation years ending with or within the calendar year for which theadjustment applies.

(iv)Maximumpermissible benefit.  The "maximum permissible benefit" is thelesser of the defined benefit dollar limitation or defined benefit compensationlimitation (both adjusted where required, as provided in (a) and, ifapplicable, in (b) or (c) below).

(a)    If theParticipant has fewer than 10 years of participation in the Plan, the definedbenefit dollar limitation shall be multiplied by a fraction, (i) the numeratorof which is the number of years (or part thereof) of participation in the Planand (ii) the denominator of which is 10.  In the case of a Participant whohas fewer than 10 years of service with the employer, the defined benefitcompensation limitation shall be multiplied by a fraction, (i) the numerator ofwhich is the number of years (or part thereof) of service with the employer and(ii) the denominator of which is 10.

(b)    If thebenefit of a Participant begins prior to age 62, the defined benefit dollarlimitation applicable to the Participant at such earlier age is an annualbenefit payable in the form of a straight life annuity beginning at the earlierage that is the actuarial equivalent of the defined benefit dollar limitationapplicable to the Participant at age 62 (adjusted under (a) above, ifrequired).  The defined benefit dollar limitation applicable at an ageprior to age 62 is determined as the lesser of (i) the actuarial equivalent (atsuch age) of the defined benefit dollar limitation computed using the interestrate and mortality table (or other tabular factor) specified in Section 4.12(a)and (ii) the actuarial equivalent (at such age) of the defined benefit dollarlimitation computed using a 5 percent interest rate and the applicablemortality table as defined in Section 4.12(a) of the Plan.  Any decreasein the defined benefit dollar limitation determined in accordance with thisparagraph (b) shall not reflect a mortality decrement if benefits are notforfeited upon the death of the Participant.  If any benefits areforfeited upon death, the full mortality decrement is taken into account.

(c)    If thebenefit of a Participant begins after the Participant attains age 65, thedefined benefit dollar limitation applicable to the Participant at the laterage is the annual benefit payable in the form of a straight life annuitybeginning at the later age that is actuarially equivalent to the definedbenefit dollar limitation applicable to the Participant at age 65 (adjustedunder (a) above, if required).  The actuarial equivalent of the definedbenefit dollar limitation applicable at an age after age 65 is determined as(i) the lesser of the actuarial equivalent (at such age) fo the defined benefitdollar limitation computed using the interest rate and mortality table (orother tabular factor) specified in Section 4.12(a) of the Plan and (ii) theactuarial equivalent (at such age) of the defined benefit dollar limitationcomputed using a 5 percent interest rate assumption and the applicablemortality table as defined in Section 4.12(a) of the Plan.  For thesepurposes, mortality between age 65 and the age at which benefits commence shallbe ignored.

II.

A new subsection 4.12(c) is hereby added to thePlan to read in its entirety as follows:

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"(c)    Effectivefor distributions made after December 31, 2001, for purposes of the directrollover provisions of this Section 4.12, an eligible retirement plan shallalso mean an annuity contract described in section 403(b) of the Code and aneligible plan under section 457(b) of the Code which is maintained by a state,political subdivision of a state, or any agency or instrumentality of a stateor political subdivision of a state and which agrees to separately account foramounts transferred into such plan from this Plan.  The definition ofeligible retirement plan shall also apply in the case of a distribution to asurviving spouse, or to a spouse or former spouse who is the alternate payeeunder a qualified domestic relations order, as defined in section 414(p) of theCode."

III.

Section 11.5 is hereby added to the Plan to readin its entirety as follows:

11.5  Modifications of Top-HeavyRules effective after December 31, 2001.

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(a) Effectivedate.  This section shall apply for purposes of determining whether thePlan is a top-heavy plan under section 416(g) of the Code for Plan Yearsbeginning after December 31, 2001, and whether the Plan satisfies the minimumbenefits requirements of section 416(c) of the Code for such years.  Thissection amends Article XI of the Plan.

(b)Determinationof top-heavy status.

1.   Key employee.  Key employee means any employee or former employee(including any deceased employee) who at any time during the Plan Year thatincludes the determination date was an officer of the employer having annualcompensation greater than $130,000 (as adjusted under section 416(i)(1) of theCode for Plan Years beginning after December 31, 2002), a 5-percent owner ofthe employer, or a 1-percent owner of the employer having annual compensationof more than $150,000.  For this purpose, annual compensation meanscompensation of more than $150,000.  For this purpose, annual compensationmeans compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance withsection 416(i)(1) of the Code and the applicable regulations and other guidanceof general applicability issued thereunder.

2.   Determination of present values and amounts.  This section (b)(2) shallapply for purposes of determining the present values of accrued benefits andthe amounts of account balances of employees as of the determination date.

(i)    Distributionsduring year ending on the determination date.  The present values ofaccrued benefits and the amounts of account balances of an employee as of thedetermination date shall be increased by the distributions made with respect tothe employee under the Plan and any plan aggregated with the Plan under section416(g)(2) of the Code during the 1-year period ending on the determinationdate.  The preceding sentence shall also apply to distributions under aterminated plan which, had it not been terminated, would have been aggregatedwith the Plan under section 416(g)(2)(A)(i) of the Code.  In the case of adistribution made for a reason other than separation from service, death, ordisability, this provision shall be applied by substituting 5-year period for1-year period.

(ii)    Employeesnot performing services during year ending on the determination date.  Theaccrued benefits and accounts of any individual who has not performed servicesfor the employer during the 1-year period ending on the determination dateshall not be taken into account.

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(c)   Minimum benefits.  For purposes of satisfying the minimum benefitrequirements of section 416(c)(1) of the Code and the Plan, in determiningyears of service with the employer, any service with the employer shall bedisregarded to the extent that such service occurs during a Plan Year when thePlan benefits (within the meaning of section 410(b) of the Code) no keyemployee or former key employee.

IV.

Except as amended herein, the terms andprovisions of the Seventh Restated Graphic Communications International Union,Twin Cities Local 6A - Buckbee-Mears Pension Plan, shall be and remain in fullforce and effect.

V.

This Amendment shall be effective as providedherein.

IN WITNESS WHEREOF, the Trustees have caused thisAmendment 1 to the Seventh Restated Graphic Communications International Union,Twin Cities Local 6A - Buckbee-Mears Pension Plan to be executed as of this30st  day of December, 2002.

GRAPHIC COMMUNICATIONSBMCINDUSTRIES, INC.

INTERNATIONAL UNION, TWIN

CITIES LOCAL 6A

By:  /s/C. DavidJara                                      By: /s/BradCarlson

UNIONTRUSTEES:                                          COMPANY TRUSTEES:

/s/C. DavidJara                                                  /s/Wesley S. Cohen

/s/Brian C.Moser                                               /s/Dennis Malecek

/s/Richard W.Pruden                                          /s/Brad Carlson

/s/Donald F.Schuldt                                           /s/John Oyen

Dated this 31st day of December, 2002.