Execution Copy
Amendment No. 1
to the
Longview Fibre Company
Branch Plant Hourly Employees' 401(k) Plan and Trust
WHEREAS, Longview Fibre Company (the "Company"), approved and adopted the
Longview Fibre Company Branch Plant Hourly Employees' 401(k) Plan (the "Plan")
and Trust Agreement (the "Trust") which were originally effective March 1, 1993
and most recently restated effective January 1, 1996;
WHEREAS, Section 19.1 of the Plan and Trust provides that the Company
reserves the right to amend the Plan and Trust;
NOW THEREFORE RESOLVED, that Sections 1, 2, 5, 6, 8, 10, 11, 14 and 18
are amended effective January 1, 1996 and Section 11 is amended effective
January 1, 1998 as follows:
Effective January 1, 1996:
1. Section 1 is amended to restate Subsection 1.8 in its entirety, to
restate the first paragraph of Subsection 1.13, to restate Subsection
1.15 in its entirety, to hereby delete Subsection 1.27, to redesignate
each subsequent Subsection, to restate the last paragraph of Subsection
1.32 (formerly Subsection 1.33) in its entirety, to add a new Subsection
1.46, to redesignate each subsequent Subsection, to restate Subsections
1.55 and 1.56 each in its entirety as follows:
1.8 "Break in Service". The fifth anniversary (or sixth anniversary if
absence from employment was due to Parental Leave) of the date on
which a Participant's employment ends in accordance with Section
1.41 (formerly Section 1.42) and during which he or she is not
credited with an hour of service.
1.13 "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).
1.15 "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).
1.32 "Leased Employee".
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".
1.46 "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.
1.55 "Transition Account". An account consisting of the sum of the sub-
accounts of individual non-vested Account balances of Terminated
Participants.
1.56 "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.
2. Section 2 is amended to restate Subsection 2.1 in its entirety as
follows:
2.1 Eligibility
All Participants as of January 1, 1996 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 in 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.
3. Section 5 is amended to hereby change the reference in item (b) of
Subsection 5.1 from "Forfeiture Account amounts" to "forfeiture amounts".
4. Section 6 is amended to hereby change the reference in Subsection 6.5
from "through the Forfeiture Account" to "through forfeiture amounts" and
to hereby change the reference in Subsection 6.7 from "use amounts from
the Forfeiture Account" to "use forfeiture amounts".
5. Section 8 is amended to hereby delete the last paragraph of Subsection
8.5, to hereby change the title of Subsection 8.6 from "Use of Forfeiture
Account Amounts" to "Use of Forfeiture Amounts", to hereby change the
reference in Subsection 8.6 from "Forfeiture Account amounts" to
"Forfeiture amounts" and to hereby change the reference in item (b) of
Subsection 8.7 from "the Forfeiture Account" to "forfeiture amounts".
6. Section 10 is amended to restate Subsections 10.1 and 10.5 each in its
entirety as follows:
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.
10.5 Minimum Amount, Payment Form and Medium
There is no minimum amount for any type of in-service withdrawal.
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 Hourly Plan if such amounts were originally
transferred from the Salaried Plan to the 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 Hourly
Plan if such amounts were originally transferred from the Salaried
Plan to the Hourly Plan) on behalf of the Participant.
7. Section 11 is amended to restate the Heading thereof and to restate the
first paragraph of Subsection 11.1 each in its entirety, to hereby change
the reference in the second paragraph of Subsection 11.1 from
"401(k)(A)(10)(ii)" to "401(k)(10)(A)(ii)", to hereby delete Subsection
11.6, to redesignate each subsequent Subsection, and to restate
Subsections 11.6 and 11.8 and items (a) and (c) of Subsection 11.9 each
in its entirety as follows:
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.
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.
11.8 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
(a) 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;
(c) 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.
8. Section 14 is amended to restate item (b) of Subsection 14.2 in its
entirety as follows:
14.2 Special Contributions
(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 in which a Key Employee
is receiving a benefit and no minimum 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.
9. Section 18 is amended to hereby delete the reference in the last
paragraph of Subsection 18.3 to ", the date of denial of qualification,"
and to hereby change the reference in Subsection 18.6 from "the
Forfeiture Account" to "forfeiture amounts".
Effective January 1, 1998:
1. Section 11 is amended to restate Subsection 11.4 in its entirety as
follows:
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.
Dated: March 4, 1998 Longview Fibre Company
\s\ ▇.▇. ▇▇▇▇▇▇▇▇
By: ▇. ▇. ▇▇▇▇▇▇▇▇
Title: SR VP Finance
The provisions of the above amendment which relate to the Trustee are hereby
approved and executed.
Dated: March 5, 1998 Barclays Global Investors, National Association
By ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Inc.
\s\ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
