SUPPLEMENTARY RETIREMENT PLAN

 EXHIBIT 10.8

ALASKA AIR GROUP, INC.
	
1995 ELECTED OFFICERS
	
SUPPLEMENTARY RETIREMENT PLAN
	
	
	

	

	
	
EFFECTIVE AUGUST 8, 1995

TABLE OF CONTENTS

	Page
PREAMBLE	1
SECTION 1  -  DEFINITIONS	2
1.1 Actuarial Equivalence	2
1.2 Administrative Committee	3
1.3 Affiliated Companies	3
1.4 Authorized Leave of Absence	4
1.5 Beneficiary	4
1.6 Board	4
1.7 Change of Control	4
1.8 Code	5
1.9 Company	5
1.10 Company Service	5
1.11 Compensation	5
1.12 Competing Activity	6
1.13 Disabled	6
1.14 Early Retirement Date	6
1.15  Effective Date	6
1.16 Elected Officer	7
1.17 Elected Officer Service	7
1.18 Employee	7
1.19 Employer	7
1.20 ERISA	7
1.21 Final Average Monthly Compensation	7
1.22 Hour of Service	7
1.23 Late Retirement Date	8
1.24 Normal Retirement Age	8
1.25 Normal Retirement Date	8
1.26 Participant	8
1.27 Plan	8
1.28 Plan Administrator	8
1.29 Plan Year	8
1.30 Qualified Plan	8
1.31 Qualified Plan Benefit	8
1.32 Retirement Date	8
1.33 Social Security Benefit	9
1.34 Terminate	9
1.35 Termination For Cause	9
1.36 Wages	9
1.37  Additional Definitions in Plan	9

SECTION 2  -  ELIGIBILITY AND PARTICIPATION	10
2.1 Eligibility and Participation	10
2.2 Termination of Participation	10
2.3  Inactive Participation	10

SECTION 3  -  RETIREMENT BENEFITS	11
3.1 Target Aggregate Benefit	11
3.2 Normal Retirement Benefit	12
3.3 Early Retirement Benefit	12
3.4 Late Retirement Benefit	12
3.5 Cost of Living Adjustment	13
SECTION 4  -  PAYMENT FORMS	14
4.1 Forms of Payment	14
4.2 Automatic Form of Payment	15
4.3 Payment Form Election	15
SECTION 5  -  CHANGE OF CONTROL BENEFITS	16
5.1 Change of Control Benefit	16
5.2 Form of Payment	16
5.3 Amount of Change of Control Benefit	16
SECTION 6  -  DEATH BENEFITS	17
6.1 Death Benefits Prior to Benefit Commencement	17
6.2 Death Benefits After Benefit Commencement	17
SECTION 7  -  VESTING	18
7.1 Vesting	18
7.2 Forfeiture	19
SECTION 8  -  POWERS AND DUTIES OF THE COMMITTEE	20
8.1 Appointment of Administrative Committee	20
8.2 Powers and Duties	20
8.3 Administrative Committee Procedures	20
8.4 Appointment of Agents	21
8.5 Administrative Committee Expenses	21
8.6 Administrative Expenses	21
8.7 Determinations	21
8.8 Claim and Review Procedure	21
8.9 Exemption From Liability/Indemnification	23
SECTION 9  -  AMENDMENT AND TERMINATION	24
9.1 Amendment or Termination	24
SECTION 10  -  MISCELLANEOUS PROVISIONS	25
10.1 Appendices	25
10.2 ERISA Status	25
10.3 Unfunded Nature of the Obligation	25
10.4 Facility of Payment	25
10.5 Governing Law	25
10.6 Limitation on Assignment	25
10.7 No Additional Rights	25
10.8 Notice	26
10.9 Severability	26
10.10 Tax Consequences and Withholding	26
EXECUTION/SIGNATURE PAGE	27
APPENDIX I TO THE  -  ALASKA AIR GROUP, INC. 1995 ELECTED 
OFFICERS SUPPLEMENTARY RETIREMENT PLAN	28
APPENDIX II TO THE  -  ALASKA AIR GROUP, INC. 1995 
ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN	29

PREAMBLE

	The purpose of this Alaska Air Group, Inc. 1995 Elected Officers 
Supplementary Retirement Plan is to provide certain elected officers of 
Alaska Air Group, Inc. (the "Company") and of certain affiliated companies 
with supplemental retirement benefits, the receipt of which is deferred 
until after the covered employee retires or terminates employment.

	This Plan shall constitute a plan which is unfunded and which is 
maintained primarily for the purpose of providing deferred compensation 
benefits for certain elected officers who constitute a select group of 
management or highly compensated employees within the meaning of Sections 
201(2), 301(a)(3), and 401(a)(1) of ERISA.

	The Plan set forth in the following pages is adopted by the Company, 
effective August 8, 1995.

SECTION 1

DEFINITIONS

Whenever capitalized in this Plan, the following capitalized terms shall 
have the meanings set forth below except where otherwise provided.  As used 
in the Plan, the masculine, feminine, and neuter genders shall each be 
deemed to include the other or others.

1.1	Actuarial Equivalence

	"Actuarial Equivalence" and its derivatives as the context requires 
(such as "Actuarially") means that the present value of two (2) 
payments or series of payments shall be of equal value when computed 
as follows:

(a)	For purposes of Sections 3.2  Normal Retirement Benefit, 4.1(c)  
Ten Year Certain and Life Annuity, 4.1(d)  Ten Year Certain 
Installments, and 5.3 Amount of Change of Control Benefit, 
Actuarial Equivalence shall be computed using the following: 

(i)	the annual interest rate on thirty (30) year Treasury 
securities as determined under Code Section 417 (which, as 
of the Effective Date, is the average annual yield on thirty 
(30) year Treasury Constant Maturities) for the November 
preceding the beginning of the Plan Year; and 

(ii)	the prevailing Commissioners' standard table described in 
Code Section 807(d)(5)(A), without regard to any other 
subparagraphs of Section 807(d)(5) used to determine 
reserves for group annuity contracts issued on the date as 
of which the present value is being determined (which as of 
the Effective Date is the 1983 Group Annuity Mortality 
Table, fifty percent (50%) male and fifty percent (50%) 
female).

(b)	For purposes of Section 4.1(b) Joint and Survivor Annuity, 
Actuarial Equivalence shall be computed using the following 
formula:

		1.0 - (.12)(W) - (.005)[(2.0)(X) - Y - Z],  
		but not more than  one (1),
  		where W equals the Joint and Survivor Annuity percentage;  
		X equals the Participant's age nearest birthday;
		Y equals the Participant's spouse's age nearest birthday; and
		Z equals the age at the Participant's Normal Retirement Date.

(c)	For purposes of Section 5.3(a) After Commencement of Benefits, 
the Actuarial Equivalent of the remaining benefits otherwise 
payable is determined as follows:

(i)	for a Participant whose benefit, as of the date of the 
Change of Control, is reduced by the Participant's Social 
Security Benefit, the Actuarial Equivalent of the remaining 
benefits otherwise payable is determined assuming that the 
Participant's Social Security Benefit does not increase 
after the Change of Control date;

(ii)	for a Participant whose benefit, as of the date of the 
Change of Control, is not reduced by a Social Security 
Benefit, the Actuarial Equivalent of the remaining benefits 
otherwise payable is determined assuming that the 
Participant begins receiving monthly Social Security 
Benefits on the later of the Change of Control date or the 
earliest date on which the Participant is eligible for a 
benefit from Social Security.  The amount of the monthly 
Social Security Benefit assumed to be received by the 
Participant is determined in accordance with the Social 
Security Act in effect as of the date of the Change of 
Control and is based on the following assumptions;

(1)	assuming the Participant's Wages exceed the taxable 
wage base provided under Section 230 of the Social 
Security Act for each Plan Year beginning with the Plan 
Year in which the Participant attained age twenty one 
(21) and ending with the last Plan Year ending before 
the Change of Control; and

(2)	assuming the Participant has no Wages during or after 
the Plan Year in which the Change of Control occurs; 
and

(3)	assuming the Social Security Benefits do not increase 
after the assumed Social Security Benefit beginning 
date.

(d)	For purposes of Section 5.3(b) Before Commencement of Benefits 
and After Termination and 5.3(c) Before Termination, the 
Actuarial Equivalent of the Normal Retirement Benefit is 
determined assuming that the Participant begins receiving monthly 
Social Security Benefits on the later of the Change of Control 
date or the earliest date on which the Participant is eligible 
for a benefit from Social Security.  The amount of the monthly 
Social Security Benefit assumed to be received by the Participant 
is determined in accordance with the Social Security Act in 
effect as of the date of the Change of Control, based on the 
following assumptions:

(i)	assuming the Participant's Wages exceed the taxable wage 
base provided under Section 230 of the Social Security Act 
for each Plan Year beginning with the Plan Year in which the 
Participant attained age twenty one (21) and ending with the 
last Plan Year ending before the Change of Control; and

(ii)	assuming the Participant has no Wages during or after the 
Plan Year in which the Change of Control occurs.

(iii)	For purposes of determining the Qualified Plan Benefit 
under Section 1.31, Actuarial Equivalence shall be computed 
using the definition of Actuarial Equivalence under the 
Qualified Plan, unless the form of payment elected under 
this Plan is not an option under the Qualified Plan, in 
which case Actuarial Equivalence under Section 1.1(a) above 
shall apply.

1.2	Administrative Committee

	"Administrative Committee" means a committee appointed by the Chairman 
of the Board to administer the Plan pursuant to Section 8.
 
1.3	Affiliated Companies

	"Affiliated Companies" or "Affiliate" means:

(a)	the Company;

(b)	any other corporation which is a member of a controlled group of 
corporations which includes the Company (as defined in Code 
Section 414(b));

(c)	any other trade or business under common control with the Company 
(as defined in Code Section 414(c)); or

(d)	any other member of an affiliated service group which includes 
the Company (as defined in Code Section 414(m)).

1.4	Authorized Leave of Absence

	"Authorized Leave of Absence" means any period of approved leave of 
absence from the Employer taken by a Participant, and granted by the 
Employer in its absolute discretion, including absences for which a 
Participant is granted re-employment rights under any Federal or state 
law.

1.5	Beneficiary

	"Beneficiary" means the person or persons entitled to receive a 
Participant's benefits payable under the Plan.  The Beneficiary is the 
person or persons named in the Participant's latest written 
designation filed with the Administrative Committee, provided that the 
consent of the Participant's spouse (if any) is required for the 
election of a nonspouse Beneficiary and for any subsequent changes of 
the Participant's Beneficiary designation.  Spousal consent must be in 
writing, name the designated Beneficiary and be notarized.

	If no designation has been filed with the Administrative Committee, or 
if the person or persons designated do not survive the Participant, 
the Beneficiary shall be the following persons in the following order 
of priority:  (1) the surviving spouse (regardless of length of 
marriage), and (2) the estate of the Participant.

	If the Beneficiary dies after the death of the Participant, but before 
full distribution has been made to that Beneficiary, the balance, if 
any, shall be distributed to the estate of that deceased Beneficiary.

1.6	Board

	"Board" means the Board of Directors of the Company, or a committee 
composed of fewer than all of the members of the Board of Directors of 
the Company that is authorized to act on behalf of the Board.

1.7	Change of Control

	"Change of Control" means the occurrence of any of the following:

(a)	the Board approves (or, if approval of the Board is not required 
as a matter of law, the shareholders of the Company approve):

(i)	any consolidation or merger of the Company in which the 
Company is not the continuing or surviving corporation or 
pursuant to which shares of common stock of the Company 
would be converted into cash, securities or other property, 
other than a merger of the Company in which the holders of 
common stock of the Company immediately prior to the merger 
have the same proportionate ownership of common stock of the 
surviving corporation immediately after the merger;

(ii)	any sale, lease, exchange or other transfer (in one 
transaction or a series of related transactions) of all, or 
substantially all, the assets of the Participant's Employer; 
or

(iii)	the adoption of any plan or proposal for the 
liquidation or dissolution of the Participant's Employer;

(b)	at any time during a period of twenty-four (24) months, fewer 
than a majority of the members of the Board are Incumbent 
Directors. "Incumbent Directors" means:

(i)	individuals who constituted the Board at the beginning of 
such period; and

(ii)	individuals who were nominated or elected by all of, or a 
committee composed entirely of, the individuals described in 
(i); and

(iii)	individuals who were nominated or elected by 
individuals described in (ii).

(iv)	any person (as such term is used in Section 13(d) of the 
Securities Exchange Act of 1934, as amended (the "Exchange 
Act")) shall, as a result of a tender or exchange offer, 
open market purchases, privately-negotiated purchases or 
otherwise, become the beneficial owner (within the meaning 
of Rule 13d-3 under the Exchange Act), directly or 
indirectly, of the then-outstanding securities of the 
Company ordinarily (and apart from rights accruing under 
special circumstances) having the right to vote in the 
election of members of the Board ("Voting Securities" to be 
calculated as provided in paragraph (d) of Rule 13d-3 in the 
case of rights to acquire common stock of the Company) 
representing 20% or more of the combined voting power of the 
then-outstanding Voting Securities.

	Unless the Board shall determine otherwise, a Change of Control shall 
not be deemed to have occurred by reason of any corporate 
reorganization, merger, consolidation, transfer of assets, liquidating 
distribution or other transaction entered into solely by and between 
the Company and an Employer, or any Affiliates thereof, provided such 
transaction has been approved by at least two-thirds (2/3) of the 
Incumbent Directors (as defined above) then in office and voting.

1.8	Code

	"Code" means the Internal Revenue Code of 1986, as amended and 
regulations promulgated under the Code.

1.9	Company

	"Company" means Alaska Air Group, Inc., a corporation organized and 
existing under the laws of the State of Delaware, and its successors 
in interest.

1.10	Company Service

	"Company Service" means the period of time measured in completed whole 
years, commencing with the date on which an Employee first completes 
an Hour of Service for an Affiliated Company during the current period 
of employment and ending on the earlier of the date of Termination or 
the date the Employee ceases to be an Elected Officer.  Non-continuous 
periods are aggregated to determine the Employee's total Company 
Service.  Notwithstanding the foregoing, the Board may increase an 
individual's Company Service, in its absolute discretion provided that 
any affected Participant shall be notified of any such adjustment.

1.11	Compensation

	"Compensation" means the basic monthly salary paid to an Employee, 
excluding amounts payable under the Management Incentive Program, any 
other bonus, transportation allowances, repayment of expenses, 
insurance payments, or similar payments or allowances, but including 
any earnings deferred by an Employee for the month under the terms of 
any salary deferral plan including the Alaskasaver Plan maintained by 
the Company, and including any pre-tax employee contributions to a 
cafeteria plan pursuant to Code Section 125.

1.12	Competing Activity

	"Competing Activity" means the following activities if begun without 
the prior written consent of the Participant's Employer:

(a)	solicitation of business at any time within four (4) years after 
Termination that is substantially similar to the business 
conducted by an Employer; or

(b)	employment at any time within four (4) years after Termination by 
another airline serving any of the same geographic area served by 
any Affiliate.

	The Administrative Committee shall determine in its sole discretion 
whether a Participant has or is engaged in a Competing Activity and 
shall provide the Participant with written notice of the determination 
and of its demand to cease the Competing Activity within thirty (30) 
days after the notice.  The Administrative Committee's determination 
of Competing Activity shall become final and operative if the 
Administrative Committee determines that the Competing Activity is 
being conducted after the expiration of the thirty (30) day notice 
period.

1.13	Disabled

	"Disabled" means a condition resulting from demonstrable injury or 
disease which will permanently, continuously and wholly prevent the 
Employee from engaging in any occupation or performing any work for 
remuneration or profit; provided that this term shall not include any 
injury or disease which:

(a)	resulted from or consists of habitual drunkenness or addiction to 
narcotics;

(b)	was contracted, suffered or incurred while the Employee was 
engaged in, or resulted from having engaged in, a criminal 
enterprise;

(c)	was intentionally self-inflicted;

(d)	arose while the Employee was on Authorized Leave of Absence 
without pay or was absent without authorization; or

(e)	arose as a result of service in the armed forces of any country.

1.14	Early Retirement Date

	"Early Retirement Date" means the first day of the first month 
following the later of:

(a)	Termination; and

(b)	the Participant's fifty-fifth (55th) birthday, provided that 
Termination occurs prior to the participant's sixtieth (60th) 
birthday.

	If the Participant has reached age sixty (60) on the date of 
Termination, Early Retirement Date shall not apply.

1.15	Effective Date

	"Effective Date" means August 8, 1995.

1.16	Elected Officer

	"Elected Officer" means an officer of an Employer that is elected by 
the Board, pursuant to the bylaws of the Employer.

1.17	Elected Officer Service

	"Elected Officer Service" means the period(s) of time measured in 
completed whole years, during which an Employee is an Elected Officer 
of the Company or Alaska Airlines, Inc. and the period(s) during which 
an Employee is the Chief Executive Officer of Horizon Air Industries, 
Inc.  Non-continuous periods of Elected Officer Service are aggregated 
to determine an Employee's total years of Elected Officer Service.  
Notwithstanding the foregoing, the Board may increase an individual's 
Elected Officer Service, in its absolute discretion provided that any 
affected Participant shall be notified of any such adjustment.

1.18	Employee

	"Employee" means any person who is:

(a)	employed by an Employer as a common law employee;

(b)	is customarily employed by the Employer for twenty (20) or more 
hours per week and for at least five (5) months per calendar 
year; and 

(c)	is compensated on a salary basis.

1.19	Employer

	"Employer" means the Company and any Affiliate that adopts this Plan 
in writing with the consent of the Board, and agrees to be bound by 
the terms and conditions of the Plan and any amendments or 
modifications thereto, and which is listed in Appendix II.  In the 
event an Employer ceases participation in the Plan, the date 
participation ceases shall be indicated in the Appendix.

1.20	ERISA

	"ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended.

1.21	Final Average Monthly Compensation

	"Final Average Monthly Compensation" means a Participant's average 
Compensation for a period of sixty (60) consecutive months ending on 
the earlier of (a) the Participant's Termination or (b) the date of a 
Change of Control.  If an active Participant has fewer than sixty (60) 
consecutive months in the period, Final Average Monthly Compensation 
means average Compensation for the lesser of:

(a)	the most recent sixty (60) months (whether or not consecutive); 
or

(b)	the total Company Service.

1.22	Hour of Service

	"Hour of Service" means each hour for which an Employee is paid or 
entitled to payment for the performance of duties for the Employer or 
any Affiliated Company.

1.23	Late Retirement Date

	"Late Retirement Date" means the first day of the month next following 
the date of the Participant's Termination, provided that Termination 
occurs after the Participant's sixtieth (60th) birthday.

1.24	Normal Retirement Age

	"Normal Retirement Age" means the first day of the month next 
following the Participant's sixtieth (60th) birthday.

1.25	Normal Retirement Date

	"Normal Retirement Date" means the first day of the month next 
following the Participant's sixtieth (60th) birthday provided the 
Participant Terminates on the Participant's sixtieth (60th) birthday.

1.26	Participant

	"Participant" means each Elected Officer who participates in this Plan 
pursuant to the provisions of Section 2.

1.27	Plan

	"Plan" means the Alaska Air Group, Inc. 1995 Elected Officers 
Supplementary Retirement Plan, as set forth herein.

1.28	Plan Administrator

	"Plan Administrator" means the Company.

1.29	Plan Year

	"Plan Year" means the period beginning on the Effective Date and 
ending on December 31, 1995, and thereafter each calendar year.

1.30	Qualified Plan

	"Qualified Plan" means any defined benefit retirement plan that is 
qualified or is intended to be qualified under Code Section 401(a) and 
that is maintained by an Affiliated Company, as amended from time to 
time.

1.31	Qualified Plan Benefit

	"Qualified Plan Benefit" means the Actuarial Equivalent of the monthly 
benefit the Participant is entitled to receive under the Qualified 
Plan determined as though benefits under the Qualified Plan commence 
at the same time and are payable in the same form of payment as 
benefits under this Plan.

1.32	Retirement Date

	"Retirement Date" means a Participant's Early, Normal or Late 
Retirement Date, whichever applies.

1.33	Social Security Benefit

	"Social Security Benefit" means the Primary Insurance Amount, as 
defined under the Social Security Act, that is actually received by a 
Participant or Beneficiary.  Except as provided under Section 1.1(c) 
and (d) in determining Change of Control benefits under Section 5.3, 
the Administrative Committee shall deem the Participant or Beneficiary 
to actually receive the greatest amount of Social Security Benefit at 
the earliest date to which the Participant or Beneficiary is eligible 
unless the Participant provides evidence to the contrary that is 
satisfactory to the Administrative Committee.

1.34	Terminate

	"Terminate" and its derivatives as the context requires (such as 
"Termination") means no longer employed by an Employer or Affiliated 
Company as a common law employee.  An Authorized Leave of Absence is 
not a Termination.

1.35	Termination For Cause

	"Termination For Cause" means Termination for reason of admission by 
the Employee or substantiation by the Employer of:

(a)	embezzlement, dishonesty or other fraud, conviction of a felony 
or conspiracy against an Employer; or

(b)	if Termination occurred prior to a Change of Control, any willful 
or intentional injury to either an Employer, its property, or its 
employees in connection with the business affairs of an Employer.

1.36	Wages

	"Wages" means a Participant's wages as defined under Code Section 
3121, which are subject to Federal Insurance Contribution Act tax 
under Code Section 3101.

1.37	Additional Definitions in Plan

	The following terms are defined in the following Sections of the Plan:

	Benefit Percentage	3.1(b)
	Change of Control Benefit	5.1   
	Joint and Survivor Annuity	4.1(b)
	Review Panel	8.8(c)
	Target Aggregate Benefit	3.1(a)
	Ten Year Certain and Life Annuity	4.1(c)
	Ten Year Certain Installments	4.1(d)
	Whole Life Annuity	4.1(a)

SECTION 2

ELIGIBILITY AND PARTICIPATION

2.1	Eligibility and Participation

	An Elected Officer shall become a Participant upon the participation 
commencement date specified by the Administrative Committee.  Each 
Participant, the Participant's participation commencement date, and 
the Participant's Company Service and Elected Officer Service, if any, 
on the Participant's participation commencement date shall be listed 
on Appendix I.

2.2	Termination of Participation

	A Participant's participation in the Plan will terminate when the 
Participant's benefits under this Plan have been paid in full.

2.3	Inactive Participation

	A Participant's active participation will cease when he or she 
Terminates or becomes Disabled.  A Participant's active participation 
also will cease if the Board determines that the Participant ceases to 
be an Elected Officer or the Administrative Committee determines that 
the Participant failed to make tax payments under Section 10.9.  The 
date a Participant's active participation ceases shall be listed on 
Appendix I, which shall be updated from time to time.  An inactive 
Participant's benefits shall be determined as though the Participant 
Terminates on the date active participation ceases.

SECTION 3

RETIREMENT BENEFITS

3.1	Target Aggregate Benefit

(a)	Target Aggregate Benefit Definition

	A Participant's "Target Aggregate Benefit" is determined in the 
form of a Whole Life Annuity commencing at Normal Retirement Age 
and is equal to:

(i)	the Participant's Final Average Monthly Compensation 
multiplied by the Participant's Benefit Percentage; or

(ii)	if greater than (i) above, the Participant's Qualified Plan 
Benefit determined without application of any Code Section 
the effect of which is to limit, reduce or restrict the 
Participant's Qualified Plan Benefit, including without 
limitation Code Sections 415 and 401(a)(17).

Notwithstanding the preceding sentence, a Participant's benefit 
under this Plan is determined in accordance with Sections 3.2, 
3.3, 3.4 and 3.5, whichever apply to the Participant.

(b)	Benefit Percentage Definition

	A Participant's "Benefit Percentage" is determined in accordance 
with the following table:

Elected Officer Service

At Least         5 Years   6 Years   7 Years   8 Years  9 Years
                                                                  10 or More 
                                                                    Years
Company Service
0 to 10 Years      50%        50%       50%       55%     55%       55%
11 to 15 Years     50%        55%       55%       60%     60%       60%
16 to 20 Years     55%        60%       60%       65%     65%       65%
21 to 25 Years     60%        65%       65%       70%     70%       70%
26 or More Years   65%        70%       70%       70%     70%       75%

	Notwithstanding the above and without regard to the Participant's 
Company Service, a Participant who has less than five (5) years 
of Elected Officer Service on the date of a Change of Control 
shall have the following "Benefit Percentage" for purposes of 
determining the Participant's Change of Control benefit under 
Section 5.3(b) or 5.3(c):

Elected Officer Service   Benefit Percentage
At least 1 year            10%
At least 2 years           20%
At least 3 years           30%
At least 4 years           40%

	
3.2	Normal Retirement Benefit

	A Participant's monthly Normal Retirement Benefit payable on his or 
her Normal Retirement Date is the Participant's Target Aggregate 
Benefit, if any, adjusted as follows:

(a)	first, Actuarially adjusted for form of payment (if the form of 
payment is other than a Whole Life Annuity); 

(b)	second, reduced by the Qualified Plan Benefit as defined in 
Section 1.31;

(c)	third, multiplied by the vesting percentage determined under 
Section 7; and

(d)	fourth, reduced by the amount of the Social Security Benefit (if 
any) as defined in Section 1.33.

3.3	Early Retirement Benefit

	A Participant's monthly Early Retirement Benefit payable on his or her 
Early Retirement Date is the Participant's Target Aggregate Benefit, 
if any, adjusted as follows:

(a)	first, reduced by one one-hundred-eightieth (1/180th) for each of 
the first sixty (60) months that the Participant's Early 
Retirement Date precedes the Participant's Normal Retirement Age;

(b)	second, Actuarially adjusted for form of payment (if the form of 
payment is other than a Whole Life Annuity);
	
(c)	third, reduced by the Qualified Plan Benefit as defined in 
Section 1.31;

(d)	fourth, multiplied by the vesting percentage determined under 
Section 7; and

(e)	fifth, reduced by the amount of the Social Security Benefit (if 
any) as defined in Section 1.33.

3.4	Late Retirement Benefit

	A Participant's monthly Late Retirement Benefit payable on his or her 
Late Retirement Date is the Participant's Target Aggregate Benefit, if 
any, determined taking into account Elected Officer Service and 
Company Service and Final Average Monthly Compensation earned as of 
the date of Termination (including service and compensation earned 
after age sixty (60)), adjusted as follows:

(a)	first, Actuarially adjusted for form of payment (if the form of 
payment is other than a Whole Life Annuity);

(b)	second, reduced by the Qualified Plan Benefit as defined in 
Section 1.31;

(c)	third, multiplied by the vesting percentage determined under 
Section 7; and

(d)	fourth, reduced by the amount of the Social Security Benefit as 
defined in Section 1.33.

3.5	Cost of Living Adjustment

	The Board may adjust the amount of benefits then being paid to any or 
all Participants and Beneficiaries to reflect increases in the cost of 
living.  The adjustment shall be made in the amount and at the times 
determined solely in the discretion of the Board.

SECTION 4

PAYMENT FORMS

4.1	Forms of Payment

	The following forms of benefit payment are options under the Plan, 
subject to the conditions of Sections 4.2 and 4.3.

(a)	Whole Life Annuity

		"Whole Life Annuity" means monthly payments beginning on the 
Retirement Date and ending the first day of the month preceding 
the Participant's date of death.

(b)	Joint and Survivor Annuity

		"Joint and Survivor Annuity" means reduced monthly payments to a 
Participant from the Retirement Date to the first day of the 
month preceding the Participant's date of death, and if the 
Participant predeceases the Participant's Beneficiary, monthly 
payments to the Participant's Beneficiary equal to fifty percent 
(50%), sixty-six and two-thirds percent (66-2/3%), seventy-five 
percent (75%), or one hundred percent (100%) of the reduced 
amount payable to the Participant, beginning on the Participant's 
date of death and ending the first day of the month preceding the 
Beneficiary's date of death.  The Participant shall elect which 
percentage applies at the same time that the Participant elects a 
Joint and Survivor Annuity.  A Joint and Survivor Annuity shall 
be Actuarially Equivalent to the Participant's benefit payable in 
the form of a Whole Life Annuity. 

		If the Participant's Beneficiary dies after the Participant's 
benefit payments begin, the Participant's payments will be the 
same reduced amount as otherwise payable under the Joint and 
Survivor Annuity.  If the Participant's Beneficiary dies before 
the date as of which the Participant's benefit payments are to 
begin, any election of a form of benefit under this Section would 
be canceled automatically.  If the Participant dies before the 
date as of which the Participant's benefit payments are to begin, 
the Beneficiary shall not be entitled to receive any payments 
under this Section.  However, a spouse may be entitled to a death 
benefit under Section 6.

(c)	Ten Year Certain and Life Annuity

		"Ten Year Certain and Life Annuity" means reduced monthly 
payments from the Retirement Date to the first of the month 
preceding the Participant's death, but in no event will less than 
one hundred and twenty (120) equal monthly payments be made.  If 
the Participant dies before receiving one hundred and twenty 
(120) monthly payments, the remaining payments shall continue to 
be made to the Participant's Beneficiary.  A Ten Year Certain and 
Life Annuity shall be Actuarially Equivalent to the Participant's 
benefit payable in the form of a Whole Life Annuity.

(d)	Ten Year Certain Installments

		"Ten Year Certain Installments" means one hundred and twenty 
(120) equal monthly payments that are Actuarially Equivalent to 
the Participant's benefits payable as a Whole Life Annuity.  If 
the Participant dies before receiving one hundred and twenty 
(120) monthly payments, the remaining payments shall continue to 
be made to the Participant's Beneficiary.

4.2	Automatic Form of Payment

	Unless a Participant elects otherwise in accordance with Section 4.3, 
the Participant's benefit shall be paid as provided below:

(a)	Married Participant

		A Participant who is married on the Participant's Retirement Date 
shall receive his or her benefits in the form of a one hundred 
percent (100%) Joint and Survivor Annuity.

(b)	Unmarried Participant

		A Participant who is not married on the Participant's Retirement 
Date shall receive the Participant's benefits in the form of a 
Ten Year Certain and Life Annuity.

4.3	Payment Form Election

(a)	Advance Election

		Subject to approval of the Administrative Committee, a 
Participant may elect one of the forms of payment of benefits 
under Section 4.1 in lieu of the automatic payment form under 
Section 4.2 as long as the Participant's election is made at 
least one (1) year before the Participant's Termination.  Subject 
to approval of the Administrative Committee, a Participant may 
change a prior payment-form election, provided that the change is 
made at least one (1) year before the Participant's Termination.  
Once benefit payments commence, the payment form cannot be 
changed by the Participant or Beneficiary.

(b)	Unanticipated Changes In Life Circumstances

		Notwithstanding the preceding Section 4.3(a), subject to approval 
of the Administrative Committee, Participant may elect a payment 
form or change a prior payment-form election less than one (1) 
year before Termination, provided that the Participant 
demonstrates that the Participant has experienced or will 
experience an unanticipated change in life circumstances that is 
involuntary and with respect to which the Participant's requested 
payment form is consistent.  Examples of an unanticipated change 
in life circumstances that satisfy this Section 4.3 include (but 
are not limited to) involuntary Termination and death of a 
spouse.

(c)	Form and Manner of Election

		All payment-form elections shall be made in the form and manner 
prescribed by the Administrative Committee and shall be subject 
to approval of the Administrative Committee.

SECTION 5

CHANGE OF CONTROL BENEFITS

5.1	Change of Control Benefit

	Notwithstanding any other provision of the Plan, in the event of a 
Change of Control, each Participant (or his or her Beneficiary), 
except a Participant Terminated For Cause before the date of the 
Change of Control, shall receive a Change of Control benefit in 
accordance with this Section, in lieu of all other benefits payable 
under this Plan.

5.2	Form of Payment

	All Change of Control Benefits shall be paid in the form of a single 
lump sum payment determined under Section 5.3, within sixty (60) days 
after a Change of Control.  After payment of all Change of Control 
Benefits, this Plan shall terminate automatically, and no Participant 
or Beneficiary will have any further rights under the Plan.

5.3	Amount of Change of Control Benefit

(a)	After Commencement of Benefits

		If benefit payments have commenced as of the date of the Change 
of Control, any Participant, spouse, or Beneficiary receiving 
benefits as of the date of the Change of Control shall receive a 
single lump sum payment that is the Actuarial Equivalent of the 
remaining benefits otherwise payable.

(b)	Before Commencement of Benefits And After Termination

		If the date of the Change of Control is after a Participant's 
Termination, but before benefit payments have begun, the 
Participant shall receive a single lump sum payment that is 
Actuarially Equivalent to the Participant's Normal Retirement 
Benefit (if any).

(c)	Before Termination

		If the date of the Change of Control is before a Participant's 
Termination, the Participant shall receive a single lump sum 
payment that is Actuarially Equivalent to the Participant's 
Normal Retirement Benefit (if any) determined as though the 
Participant Terminated on the date of the Change of Control.

SECTION 6

DEATH BENEFITS

6.1	Death Benefits Prior to Benefit Commencement

	In the event a married Participant dies before benefit payments begin, 
he or she shall become one hundred percent (100%) vested upon death 
pursuant to Section 7.1(c) and his or her spouse shall receive a death 
benefit as described below:

(a)	Death Following Early Retirement Date

		If the Participant dies after reaching age fifty-five (55) but 
before benefit commencement, the spouse's benefit shall be paid 
monthly from the first of the month coinciding with or following 
the Participant's death through the first of the month preceding 
the spouse's death.  The benefit shall equal the amount payable 
to the surviving spouse under a one hundred percent (100%) Joint 
and Survivor Annuity form of payment as if the Participant had 
commenced receiving Early Retirement Benefit, Normal Retirement 
Benefit, or Late Retirement Benefit payments (whichever applies) 
as of the date spouse death benefits commence, based upon the 
Participant's vested Target Aggregate Benefit, if any, at the 
date of death.

(b)	Death Prior to Early Retirement Date

		If the Participant dies prior to reaching age fifty-five (55), 
the spouse's death benefit shall be paid monthly from the 
Participant's earliest Retirement Date (determined as if the 
Participant had survived but was not employed after the date of 
death) through the first of the month preceding the spouse's 
death.  The benefit shall equal the amount payable to the 
surviving spouse under a one hundred percent (100%) Joint and 
Survivor Annuity form of payment as if the Participant had 
Terminated on the date of death, survived to the date spouse 
benefits commence and commenced receiving Early Retirement 
Benefit or Normal Retirement Benefit payments (whichever applies) 
on such date.  If the surviving spouse dies before benefit 
payments begin, no benefits shall be payable to the spouse's 
estate or beneficiaries.

6.2	Death Benefits After Benefit Commencement

	In the event a Participant dies after benefit payments have commenced, 
his or her Beneficiary may be entitled to receive a benefit depending 
on the form of payment elected by the Participant.  The benefit 
payable to a Beneficiary is described in Section 4.1(b) Joint and 
Survivor Annuity, 4.1(c) Ten Year Certain and Life Annuity or 4.1(d)  
Ten Year Certain Installments, whichever applies according to the form 
elected by the Participant.

SECTION 7

VESTING

7.1	Vesting

	Except as provided in Section 7.2, each Participant shall have at all 
times a vested, nonforfeitable right to his or her Target Aggregate 
Benefit as adjusted pursuant to Sections 3.2, 3.3 and 3.4, if any, 
multiplied by the appropriate vesting percentage determined in 
accordance with whichever of the following tables produces the 
greatest vesting percentage:

(a)	Schedule A

		A Participant who:

(i)	has reached age fifty (50) and has completed Company Service 
of at least fifteen (15) years; or

(ii)	Terminates on or after age sixty (60)

		shall have the following vesting percentage in his or her 
benefit, if any:

Elected Officer Service   Vesting Percentage
5                         50%
6                         60%
7                         70%
8                         80%
9                         90%
10                        100%

(b)	Schedule B

		A Participant who has reached age fifty (50) and has completed 
Elected Officer Service of at least ten (10) years shall be one 
hundred percent (100%) vested in his or her benefit, if any.

(c)	Death or Disability

		A Participant who dies prior to Termination or becomes Disabled 
shall be one hundred percent (100%) vested in his or her Target 
Aggregate Benefit as adjusted pursuant to Sections 3.2, 3.3 and 
3.4, if any, on the date of death or Disability.

(d)	Change of Control

		Notwithstanding any other provision of the Plan to the contrary, 
including without limitation Sections 1.10, 1.35, 7.2(a) and 
7.2(b), all Participants who are Employees when a Change of 
Control occurs shall be one hundred percent (100%) vested in 
their Target Aggregate Benefit as adjusted pursuant to Sections 
3.2, 3.3 and 3.4, if any, (without regard to the Participant's 
age) in the event of a Change of Control.

(e)	Termination of Plan

		In the event that the Plan is Terminated in whole or in part, all 
affected Participants shall be one hundred percent (100%) vested 
in his or her Target Aggregate Benefit as adjusted pursuant to 
Sections 3.2, 3.3 and 3.4, if any.

7.2	Forfeiture

(a)	Termination

		In the event a Participant Terminates:

(i)	before reaching age fifty (50) and before a Change of 
Control; or

(ii)	before becoming one hundred percent (100%) vested;

		the Participant's nonvested portion of the Target Aggregate 
Benefit shall be forfeited.  

(b)	Termination For Cause and Competing Activity

		Notwithstanding any Plan provision to the contrary other than 
Section 7.1(d), a Participant's vested and nonvested Target 
Aggregate Benefit and any death benefit will be forfeited in 
their entirety and will not be reinstated for any reason upon:

(i)	the Participant's Termination for Cause; or

(ii)	a determination that the Participant is engaged in a 
Competing Activity.

		This forfeiture clause has no effect on benefits payable under 
the Qualified Plan.

SECTION 8

POWERS AND DUTIES OF THE COMMITTEE

8.1	Appointment of Administrative Committee

	The Plan shall be administered by the Administrative Committee which 
shall be appointed by the Chairman of the Board.  The Administrative 
Committee shall be composed of at least three (3) members, all of whom 
are Elected Officers.  No bond or other security shall be required of 
any Administrative Committee member in such capacity.

	The Chairman of the Board shall be the Chairman of the Administrative 
Committee.  Administrative Committee members may participate in the 
Plan if they are otherwise eligible to do so.

8.2	Powers and Duties

	The Administrative Committee shall have the power and the duty to take 
all action and to make all decisions necessary or proper to carry out 
the Plan, including the discretionary authority to interpret the 
provisions of the Plan and the facts and circumstances of claims for 
benefits.  The Administrative Committee shall have the absolute 
discretion to decide all issues of fact or law.  Any decision by the 
Administrative Committee that is not shown to be an abuse of 
discretion must be upheld by a court of law.  Without limiting the 
foregoing, the Administrative Committee shall have the following 
administrative powers and duties:

(a)	to require any Participant or Beneficiary to furnish information 
as they may request for the purpose of the proper administration 
of the Plan as a condition to receiving any benefit under the 
Plan;

(b)	to make and enforce rules and regulations and prescribe the use 
of forms as they shall deem necessary for the efficient 
administration of the Plan;

(c)	to interpret the Plan and to resolve ambiguities, inconsistencies 
and omissions in a nondiscriminatory manner;

(d)	to determine tax withholding;

(e)	to compute the amount of benefits which shall be payable to any 
person in accordance with the provisions of the Plan; and

(f)	to delegate any of their administrative powers or duties 
hereunder to any of their agents or employees.

8.3	Administrative Committee Procedures

	A majority of the Administrative Committee members in office may 
fulfill any act which the Plan authorizes or requires of the 
Administrative Committee, provided that no Administrative Committee 
member who participates in the Plan shall vote on any matter that 
pertains to the member or to the member's rights and/or benefits under 
the Plan unless such matter pertains to all Participants or all 
Participant's rights and/or benefits under the Plan.  Each member of 
the Administrative Committee shall be recused from voting on any 
action pertaining solely to the member or members of the 
Administrative Committee or their rights and/or benefits under the 
Plan, and the action shall be taken by a majority of the remaining 
members of the Administrative Committee, or if the remaining members 
do not constitute a quorum, by the Compensation Committee of the 
Board.  

	The action of such majority of the Administrative Committee expressed 
from time to time by a vote at a meeting, or in writing without a 
meeting, shall constitute the action of the Administrative Committee 
and shall have the same effect for all purposes as if assented to by 
all Administrative Committee members. The majority of Administrative 
Committee members may delegate in writing to any of them the authority 
to give certified notice in writing of any action taken by the 
Administrative Committee.

8.4	Appointment of Agents

	The Administrative Committee may appoint such actuaries, accountants, 
counsel, specialists, and other persons or organizations as they shall 
deem necessary for administration of the Plan and they shall be 
entitled to prudently rely upon any tables, valuations, certificates, 
opinions, or reports which shall be furnished to them by such persons 
or organizations.

8.5	Administrative Committee Expenses

	The Administrative Committee shall serve without compensation for 
services as such, but any reasonable expenses incurred by them in the 
performance of their duties as Administrative Committee members shall 
be paid by the Company.

8.6	Administrative Expenses

	All expenses incurred by the Administrative Committee in connection 
with the administration of the Plan, including but not limited to the 
compensation of any actuary, accountant, counsel, specialist, or other 
persons or organizations who shall be employed by the Administrative 
Committee in connection with the administration thereof, shall be paid 
by the Company.

8.7	Determinations

	All determinations hereunder made by the Board or the Administrative 
Committee shall be made in the sole and absolute discretion of the 
Board, the Compensation Committee of the Board or of the 
Administrative Committee, as the case may be.

	In the event that any disputed matter shall arise hereunder, 
including, without in any manner limiting the generality of the 
foregoing, any matter relating to the eligibility of any person to 
participate under the Plan, the participation of any person under the 
Plan, the amounts payable to any person under the Plan, and the 
applicability and the interpretation of the provisions of the Plan, 
the decision of the Administrative Committee, Board, or Compensation 
Committee of the Board upon such matter shall be binding and 
conclusive upon all persons, including, without in any manner limiting 
the generality of the foregoing, the Company, the Board, all persons 
at any time in the employ of the Company, the Participants and their 
Beneficiaries, and upon the respective successors, assigns, executors, 
administrators, heirs, next of kin, and distributees of all the 
foregoing.

8.8	Claim and Review Procedure

(a)	Application for Benefits

		Any application for benefits under the Plan shall be submitted to 
the Company at its principal office.  Such application shall be 
in writing on the prescribed form and shall be signed by the 
applicant.

(b)	Denial of Applications

		In the event that any application for benefits is denied in whole 
or in part, the Company shall notify the applicant in writing of 
the right to a review of the denial.  Such written notice shall 
set forth, in a manner calculated to be understood by the 
applicant, specific reasons for the denial, specific references 
to the Plan provisions on which the denial was based, a 
description of any information or material necessary to perfect 
the application, an explanation of why such material is 
necessary, and an explanation of the Plan's  review procedure.  
Such written notice shall be given to the applicant within 90 
days after the Company receives the application unless special 
circumstances require an extension of time for processing the 
application.  In no event shall such an extension exceed a period 
of ninety (90) days after the end of the initial 90-day period.  
If such an extension is required, written notice thereof shall be 
furnished to the applicant before the end of the initial 90-day 
period.  Such notice shall indicate the special circumstances 
requiring an extension of time and the date by which the Company 
expects to render a decision.  If written notice is not given to 
the applicant within the period prescribed by this Subsection 
(b), the application shall be deemed to have been denied for 
purposes of Subsection (d) upon the expiration of such period.

(c)	Review Panel

		The Company from time to time shall appoint a Review Panel.  The 
"Review Panel" shall consist of three or more individuals who may 
(but need not) be Employees of the Company and shall be the named 
fiduciary with the authority to act on any Employee benefit 
appeal.  Members of the Administrative Committee may be appointed 
to the Review Panel.  The Review Panel has discretionary 
authority to decide all issues of fact or law.  Any decision by 
the Review Panel that is not established to be an abuse of 
discretion must be upheld by a court of law.

(d)	Requests for Review

		Any person whose application for benefits is denied in whole or 
in part (or such person's duly authorized representative) may 
appeal from the denial by submitting to the Review Panel a 
request for a review of such application within six (6) months 
after receiving written notice of the denial.  The Review Panel 
shall give the applicant or such representative an opportunity to 
review pertinent documents in preparing such request for review 
and to submit issues and comments in writing.  The request for 
review shall be in writing and shall be addressed to the 
Company's principal office.  The request for review shall set 
forth all of the grounds on which it is based, all facts in 
support of the request, and any other matters which the applicant 
deems pertinent.  The Review Panel may require the applicant to 
submit such additional facts, documents or other material as it 
may deem necessary or appropriate in making its review.

(e)	Decisions on Review

		The Review Panel shall act upon each request for review within 
sixty (60) days after receipt thereof, unless special 
circumstances require an extension of time for processing, but in 
no event shall the decision on review be rendered more than one 
hundred twenty (120) days after the Review Panel receives the 
request for review.  If such an extension is required, written 
notice thereof shall be furnished to the applicant before the end 
of the initial sixty (60)-day period.  The Review Panel shall 
give prompt, written notice of its decision to the applicant and 
to the Company.  In the event that the Review Panel confirms the 
denial of the application for benefits in whole or in part, such 
notice shall set forth, in a manner calculated to be understood 
by the applicant, the specific reasons for such denial and 
specific references to the Plan provisions on which the decision 
is based.  To the extent that the Review Panel overrules the 
denial of the application for benefits, such benefits shall be 
paid to the applicant.

(f)	Rules and Procedures

		The Review Panel shall adopt such rules and procedures, 
consistent with ERISA and the Plan, as it deems necessary or 
appropriate in carrying out its responsibilities under this 
Section 8.8

(g)	Exhaustion of Administrative Remedies

		No legal or equitable action for benefits under the Plan shall be 
brought unless and until the claimant (1) has submitted a written 
application for benefits in accordance with Subsection (a); (2) 
has been notified that the application is denied; (3) has filed a 
written request for a review of the application in accordance 
with Subsection (d); and (4) has been notified in writing that 
the Review Panel has affirmed the denial of the application; 
provided, however, that an action may be brought after the 
Company or the Review Panel has failed to act on the claim within 
the time prescribed in Subsection (b) and Subsection (e), 
respectively.

8.9	Exemption From Liability/Indemnification

	The members of the Administrative Committee, collectively and 
individually, shall be free from all liability, joint or several, for 
their acts, omissions, and conduct, and for the acts, omissions, and 
conduct of their duly-appointed agents, in the administration of the 
Plan, except for those acts or omissions and conduct resulting from 
willful misconduct or lack of good faith.

	The Company shall indemnify each member of the Administrative 
Committee, and any other employee, officer, or director of the Company 
against any claims, loss, damage, expense, or liability, by insurance 
or otherwise (other than amounts paid in settlement not approved by 
the Company), reasonably incurred by the individual in connection with 
any action or failure to act by reason of membership on the 
Administrative Committee or performance of an authorized duty or 
responsibility for or on behalf of the Company pursuant to the Plan, 
unless the same is judicially determined to be the result of the 
individual's gross negligence or willful misconduct.  Such 
indemnification by the Company shall be made only to the extent such 
expense or liability is not payable to or on behalf of such person 
under any liability insurance coverage.  The foregoing right to 
indemnification shall be in addition to any other rights to which any 
such person may be entitled as a matter of law.

SECTION 9

AMENDMENT AND TERMINATION

9.1	Amendment or Termination

(a)	Right to Amend or Terminate

		Except as otherwise provided in this Section, the Company 
reserves the right at any time and from time to time to amend any 
or all provisions of the Plan or terminate the Plan, in whole or 
in part, for any reason and without consent of any person, and 
without liability to any person for such amendment or 
termination.  Notwithstanding the preceding sentence, no 
amendment of the Plan shall:

(i)	adversely affect the benefits or rights of a Participant or 
Beneficiary under the Plan (other than election or 
availability of a form of benefit payment under Section 4) 
earned and vested as of the effective date of the amendment 
without the written consent of each affected Participant and 
Beneficiary unless such change is required by law or 
regulations or is necessary to avoid unfavorable tax 
consequences; or

(ii)	adversely affect the features of the Plan in effect as of 
the effective date of the amendment without the written 
consent of each affected Participant and Beneficiary unless 
such change is required by law or regulations or is 
necessary to avoid unfavorable tax consequences; or

(iii)	be adopted or become effective after a Change of 
Control without the written consent of all Participants and 
Beneficiaries.

(b)	Plan Termination

		Nothing in this Plan shall be construed to require continuation 
of benefit accruals under this Plan or continuation of this Plan 
with respect to existing or future Participants or Beneficiaries.  
Notwithstanding Section 9.1(a)(i), the Company may amend the Plan 
to cease all future benefit accruals and shall pay benefits 
according to the then existing or amended distribution 
provisions.  Notwithstanding Section 9.1(a)(i), the Company may 
terminate the Plan and shall distribute all benefits as soon as 
administratively feasible in the form of single lump sum payments 
calculated in the same manner as lump sum benefits are calculated 
in the event of a Change of Control pursuant to Section 5.3.

(c)	Procedures

		Any amendment or termination of the Plan shall be adopted by the 
Board, made in writing, and executed on behalf of the Company by 
an authorized officer of the Company.

SECTION 10

MISCELLANEOUS PROVISIONS

10.1	Appendices

	Any Appendix to this Plan, as amended from time to time, is 
incorporated into the Plan and made a part of the terms and conditions 
of this Plan.

10.2	ERISA Status

	This Plan shall constitute a plan which is unfunded and which is 
maintained primarily for the purpose of providing deferred 
compensation benefits for a select group of management or highly 
compensated employees within the meaning of Sections 201(2), 
301(a)(3), and 401(a)(1) of ERISA.

10.3	Unfunded Nature of the Obligation

The obligation to pay benefits under the Plan shall at all times be an 
unfunded, unsecured obligation of the Employer.  The Employer is not 
obligated to purchase any annuity contracts to provide benefits under 
the Plan, to establish a trust for the purpose of receiving 
contributions and paying benefits under the Plan, or to otherwise set 
aside funds for the purpose of providing Plan benefits.

10.4	Facility of Payment

	In the event any benefit under this Plan shall be payable to a person 
who is under legal disability or is in any way incapacitated so as to 
be unable to manage his or her financial affairs, the Administrative 
Committee may direct payment of such benefit to a duly appointed 
guardian, committee or other legal representative of such person, or 
in the absence of a guardian or legal representative, to a custodian 
for such person under a Uniform Gifts to Minors Act or to any relative 
of such person by blood or marriage, for such person's benefit.  Any 
payment made in good faith pursuant to this provision shall fully 
discharge the Company and the Plan of any liability to the extent of 
such payment.

10.5	Governing Law

	The Plan shall be construed in accordance with ERISA and the laws of 
the State of Washington, to the extent not preempted by ERISA.

10.6	Limitation on Assignment

	Benefits under this Plan may not be assigned, sold, transferred, or 
encumbered, and any attempt to do so shall be void.  A Participant's 
or Beneficiary's interest in benefits under the Plan shall not be 
subject to debts or liabilities of any kind and shall not be subject 
to attachment, garnishment or other legal process.

10.7	No Additional Rights

	No person shall have any rights under the Plan, except as, and only to 
the extent, expressly provided for in the Plan.  Neither the 
establishment or amendment of the Plan or the creation of any fund or 
account, or the payment of benefits, nor any action of an Employer or 
the Administrative Committee shall be held or construed to confer upon 
any person any right to be continued as an employee, or, upon 
dismissal, any right or interest in any account or fund other than as 
herein provided.  The Company and the other Employers expressly 
reserve the right to discharge any employee at any time with or 
without cause.

10.8	Notice	

	All notices, statements, reports and other communications from the 
Company or Administrative Committee to any employee or other person 
required or permitted under the Plan shall be deemed to have been duly 
given when delivered to, or when mailed by first-class mail, postage 
prepaid and addressed to, such employee, or other person at his or her 
address last appearing on the Company's records.

10.9	Severability

	If any provision of this Plan is held unenforceable or invalid for any 
reason, such determination shall not affect the remaining provisions 
of this Plan which shall be construed as if the unenforceable or 
invalid provisions had never been included.

10.10	Tax Consequences and Withholding

	The Company does not represent or guarantee that any particular 
federal or state income, payroll, Social Security, or other tax 
consequences will result from participation in the Plan.  A 
Participant should consult with professional tax advisors to determine 
the tax consequences of his or her participation in the Plan.  

	All payments of federal or state income, Social Security, payroll, or 
other tax required with respect to contributions or benefits under the 
Plan shall be satisfied by withholding the required amount from the 
Participant's salary or Plan benefit payment, or if the Participant's 
salary or benefit payment is insufficient to satisfy any required tax 
payments, the Participant shall satisfy the payments in a manner 
approved by the Administrative Committee.

	Determinations by the Administrative Committee with respect to tax 
withholding shall be binding on the Participant and Beneficiaries.
EXECUTION/SIGNATURE PAGE

	IN WITNESS WHEREOF, the Company has caused this Plan to be signed by 
its duly authorized officer this 8th day of August, 1995.

                                 							ALASKA AIR GROUP, INC.

Witness:

                                 							By:	
Keith Loveless					                        John F. Kelly
Assistant Secretary		                    		Chairman, President and 
						                                     Chief Executive Officer
APPENDIX I
TO THE 
ALASKA AIR GROUP, INC.
1995 ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN

Pursuant to Section 2 of the Plan, the following Elected Officers shall be 
Participants in the Plan beginning on the date listed below and shall cease 
to be active Participants on the date listed below:

Name

Participation
Commencement
Date (PCD)

Company 
Service on PCD

Elected Officer
Service on PCD

Active 
Participation
Ceases

ACKNOWLEDGED AND ACCEPTED
ALASKA AIR GROUP, INC.

By:					______	
	John F. Kelly
	Chairman and Chief Executive Officer

Date:						

APPENDIX II
TO THE 
ALASKA AIR GROUP, INC.
1995 ELECTED OFFICERS SUPPLEMENTARY RETIREMENT PLAN

"Employer" as defined in Section 1.19 shall also include the following 
employers during the following period of time.

	Employer                     		Beginning Date		Ending Date

1.	Alaska Airlines, Inc.       	August 8, 1995

2.	Horizon Air Industries, Inc.	August 8, 1995

ACKNOWLEDGED AND ACCEPTED
ALASKA AIR GROUP, INC.

By:					______	
	John F. Kelly
	Chairman and Chief Executive Officer

Date: 

Basic Info X:

Name: SUPPLEMENTARY RETIREMENT PLAN
Type: Retirement Plan
Date: Feb. 10, 1998
Company: ALASKA AIRLINES INC
State: Alaska

Other info:

Date:

  • November
  • thirty 30
  • first day of the first month following the later
  • December 31 , 1995
  • 5 years of
  • 8th day of August , 1995
  • August 8 , 1995

Organization:

  • Actuarial Equivalence 2 1.2 Administrative Committee 3 1.3 Affiliated Companies 3 1.4 Authorized Leave of Absence
  • 1.6 Board 4 1.7 Change of Control
  • Early Retirement Date 6 1.15 Effective Date 6 1.16 Elected Officer 7 1.17 Elected Officer Service
  • Final Average Monthly Compensation 7 1.22 Hour of Service
  • 3.1 Target Aggregate Benefit 11 3.2 Normal Retirement Benefit 12 3.3 Early Retirement Benefit
  • Administrative Committee 20 8.2 Powers and Duties 20 8.3 Administrative Committee Procedures 20 8.4 Appointment of Agents 21 8.5 Administrative Committee
  • 5.3 Amount of Change of Control Benefit
  • Group Annuity Mortality Table
  • Participant 's Normal Retirement Date
  • the Change of Control
  • Social Security Benefit
  • Actuarial Equivalent of the Normal Retirement Benefit
  • Administrative Committee '' Administrative Committee
  • Board of Directors of the Company
  • Board are Incumbent Directors
  • State of Delaware
  • Chief Executive Officer of Horizon Air Industries , Inc.
  • Alaska Air Group , Inc.
  • Primary Insurance Amount
  • Federal Insurance Contribution
  • b Change of Control Benefit 5.1 Joint and Survivor Annuity 4.1 b Review Panel
  • More Years Company Service
  • Participant 's Company Service
  • Participant 's Change of Control
  • Early Retirement Benefit A Participant
  • Participant 's Early Retirement Date
  • Participant 's Beneficiary
  • Whole Life Annuity
  • Automatic Form of Payment Unless
  • Advance Election Subject
  • Manner of Election
  • Form of Payment All Change of Control Benefits
  • Early Retirement Benefit or Normal Retirement Benefit
  • Termination For Cause
  • Administrative Committee Expenses The Administrative Committee
  • Compensation Committee of the Board
  • Name Participation Commencement Date PCD Company Service
  • PCD Elected Officer Service
  • Alaska Airlines , Inc.

Location:

  • Washington
  • ALASKA

Person:

  • Keith Loveless John F. Kelly

Percent:

  • 50 % 50 % 50 % 55 % 55 % 55 %
  • 50 % 55 % 55 % 60 % 60 % 60 %
  • 55 % 60 % 60 % 65 % 65 % 65 %
  • 60 % 65 % 65 % 70 % 70 % 70 %
  • 65 % 70 % 70 % 70 % 70 % 75 %
  • 10 %
  • 20 %
  • 30 %
  • 40 %
  • fifty percent
  • 66-23 %
  • seventy-five percent
  • 80 %
  • 90 %
  • one hundred percent 100 %