As filed with the Securities and Exchange Commission on June 4, 2004

                                      Registration Statement No. 333-
                                                                      -------

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                          TIMBERLAND BANCORP, INC.
-----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)


Washington                                           91-1863696
-----------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)


624 Simpson Avenue, Hoquiam, Washington                     98550
-----------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip code)


                 Timberland Bank 401(k) Profit Sharing Plan
                Timberland Bancorp, Inc. 2003 Stock Option Plan
-----------------------------------------------------------------------------
                          (Full title of the plan)


       Dean J. Brydon                    John F. Breyer, Jr., Esquire
   Chief Financial Officer               Kristin M. Pechinsky, Esquire
   Timberland Bancorp, Inc.                  Breyer & Associates PC
     624 Simpson Avenue                 8180 Greensboro Drive, Suite 785
  Hoquiam, Washington 98550                   McLean, Virginia 22102
       (360) 533-4747                             (703) 883-1100
-----------------------------------------------------------------------------
       (Name, address and telephone number of agent for service)


                    CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of sec-                  Proposed maximum   Proposed maximum   Amount of
 urities to       Amount to      offering price        aggregate     registra-
be registered   be registered      per share (1)    offering price   tion fee
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share         250,000(2)         $22.47          $5,617,500      $  712
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share         150,000(3)         $22.47          $3,370,500      $  427
------------------------------------------------------------------------------
TOTAL              400,000            $22.47          $8,988,000      $1,139
------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(h), calculated on the basis of
     $22.47 per share, the average of the high and low share prices of the
     registrant's common stock on the Nasdaq National Market on May 27, 2004.
(2)  Estimated maximum aggregate number of shares of the registrant's common
     stock purchasable with employee and employer contributions under the
     Timberland Bank 401(k) Profit Sharing Plan during the next 36 months.  In
     addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan described
     herein, as well as an indeterminate number of additional shares which may
     be necessary to adjust the number of shares reserved for issuance
     pursuant to the Timberland Bank 401(k) Profit Sharing Plan as a result of
     a stock split, stock dividend or similar adjustment of the outstanding
     common stock of the registrant.
(3)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant
     to the Timberland Bancorp, Inc. 2003 Stock Option Plan as a result of a
     stock split, stock dividend or similar adjustment of the outstanding
     common stock of the registrant.

<PAGE>



                                    PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Timberland Bank 401(k) Profit
Sharing Plan or the Timberland Bancorp, Inc. 2003 Stock Option Plan, as
applicable, as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933.

     Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

<PAGE>



                                    PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
-------

     The following documents previously or concurrently filed by Timberland
Bancorp, Inc. (the "Registrant") and the Timberland Bank 401(k) Profit Sharing
Plan (the "401(k) Plan") with the Commission are hereby incorporated by
reference in this Registration Statement:

     (a)  (i)  the Registrant's Annual Report on Form 10-K for the fiscal year
               ended September 30, 2003 (File No. 0-23333) filed pursuant to
               the Securities Exchange Act of 1934;

          (ii) the 401(k) Plan's Annual Report on Form 11-K for the fiscal
               year ended September 30, 2003 (File No. 0-23333) filed pursuant
               to the Securities Exchange Act of 1934;

     (b)  all other reports filed by the Registrant pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of the
          fiscal year covered by the Annual Report on Form 10-K referred to
          in Item 3(a)(i) above; and

     (c)  the description of the Registrant's common stock, par value $0.01
          per share, set forth in the Registrant's Registration Statement on
          Form 8-A, registering the Registrant's common stock, pursuant
          to Section 12(g) of the Securities Exchange Act of 1934, filed as of
          November 11, 1997 and all amendments thereto or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement to be a part hereof from the
date of the filing of such documents.  Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

     All information appearing in this Registration Statement is qualified in
its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein by reference.

Item 4.   Description of Securities
-------

          Not Applicable

Item 5.   Interests of Named Experts and Counsel
-------

          Not Applicable

Item 6.   Indemnification of Directors and Officers
-------

     Article XIV of the Registrant's Articles of Incorporation requires
indemnification of any person who is or was a director, officer or agent of
the Registrant and who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason
of the fact that the person is or was an agent of the Registrant, against
expenses, judgments, fines and amounts paid in settlement and incurred by that
person in connection with such action, suit or proceeding.  However, this
indemnity does not apply to: (a) acts or omissions finally adjudged to violate
law; (b) conduct finally adjudged to violate Section 23B.08.310 (relating to
unlawful distributions by the corporation) of the Revised Code of Washington
("RCW") or (c) any transaction with respect to which it was

<PAGE>



finally adjudged that the person received a benefit in money, property or
services to which that person was not legally entitled.  Article XIV also
provides for the authority to purchase insurance with respect thereto.

     The Revised Code of Washington provides for indemnification of directors,
officers, employees and agents in certain circumstances.  RCW 23B.08.510
provides that a corporation may indemnify an individual made a party to a
proceeding because the individual is or was a director against liability
incurred in the proceeding if (a) the director acted in good faith, (b) the
director reasonably believed that the director's conduct was in the best
interests of the corporation, or in certain instances, at least not opposed to
its best interests and (c) in the case of any criminal proceeding, the
director had no reasonable cause to believe the director's conduct was
unlawful.  However, a corporation may not indemnify a director under this
section (a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or
(b) in connection with any other proceeding charging improper personal benefit
to the director in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.  RCW 23B.08.520
provides that unless limited by the articles of incorporation, a corporation
must indemnify a director who was wholly successful in the defense of any
proceeding to which the director was a party because of being a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.  RCW 23B.08.540 provides a mechanism for
court-ordered indemnification.

     RCW 23B.08.530 provides that a corporation may pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if (a) the director furnishes a
written affirmation of the director's good faith belief that the director has
met the standard of conduct described in RCW 23B.08.510 and (b) the director
furnishes a written undertaking to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct.

     RCW 23B.08.570 provides that unless a corporation's articles of
incorporation provide otherwise, (1) an officer of the corporation who is not
a director is entitled to mandatory indemnification under RCW 23B.08.520, and
is entitled to apply for court-ordered indemnification under RCW 23B.08.540,
(2) the corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director and (3) a corporation may
also indemnify and advance expenses to an officer, employee, or agent who is
not a director to the extent, consistent with law, that may be provided by its
articles of incorporation, bylaws, general or specific action of its board of
directors or contract.  RCW 23B.08.580 provides that a corporation may
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation against liability
asserted against or incurred by the individual in that capacity, whether or
not the corporation would have power to indemnify the individual against the
same liability under RCW 23B.08.510 or 23B.08.520.

Item 7.   Exemption From Registration Claimed
-------

          Not Applicable

Item 8.   Exhibits
-------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

Exhibit
Number      Description of Document
--------    -------------------------------------------------------------

4.1         Articles of Incorporation of the Registrant(1)


4.2         Bylaws of the Registrant(1)

4.3         Amendment to Bylaws of the Registrant(2)

4.4         Form of Certificate of Common Stock of the Registrant(1)

 5          Opinion of Breyer & Associates PC

<PAGE>



23.1        Consent of McGladrey & Pullen, LLP

23.2        Consent of Breyer & Associates PC (contained in its opinion filed
            as Exhibit 5)

 24         Power of attorney (contained in the signature page of the
            Registration Statement)

99.1        Timberland Bank 401(k) Profit Sharing Plan

99.2        Timberland Bancorp, Inc. 2003 Stock Option Plan(3)

---------------
(1)   Filed as an exhibit to the Registrant's Registration Statement on Form
      S-1 (File No. 333-35817), filed with the Commission on September 17,
      1997, and incorporated herein by reference.
(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
      the fiscal year ended September 30, 2002, and incorporated herein by
      reference.
(3)   Filed as an exhibit to the Registrant's Definitive Annual Meeting Proxy
      Statement for the 2004 Annual Meeting of Shareholders, and incorporated
      herein by reference.

Item 9.   Undertakings
-------

     (a)  The undersigned Registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          2. That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

          3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction

<PAGE>



the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

<PAGE>



                                    SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hoquiam, State of Washington, on May
25, 2004.

                                   TIMBERLAND BANCORP, INC.



                                   By:/s/ Michael R. Sand
                                      -----------------------------------
                                      Michael R. Sand
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Michael R. Sand his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.


Signature               Title                                    Date


/s/ Michael R. Sand     President and Chief Executive Officer    May 25, 2004
----------------------  and Director (Principal Executive
Michael R. Sand         Officer)


/s/ Clarence E. Hamre
----------------------  Chairman of the Board                    May 25, 2004
Clarence E. Hamre


/s/ Dean J. Brydon
----------------------  Chief Financial Officer                  May 25, 2004
Dean J. Brydon          (Principal Financial and Accounting
                        Officer)


/s/ Andrea M. Clinton
----------------------  Director                                 May 25, 2004
Andrea M. Clinton


/s/ Richard R. Morris, Jr.
----------------------  Director                                 May 25, 2004
Richard R. Morris, Jr.


/s/ David A. Smith
----------------------  Director                                 May 25, 2004
David A. Smith


/s/ Harold L. Warren
----------------------  Director                                 May 25, 2004
Harold L. Warren


/s/ Jon C. Parker
----------------------  Director                                 May 25, 2004

Jon C. Parker


/s/ James C. Mason
----------------------  Director                                 May 25, 2004
James C. Mason

<PAGE>



/s/ Ronald A. Robbel
----------------------  Director                                 May 25, 2004
Ronald A. Robbel

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hoquiam, State of
Washington, on May 25, 2004.

                              TIMBERLAND BANK 401(k) PROFIT SHARING PLAN



                               By:/s/ Dean J. Brydon
                                  --------------------------------------
                                  Dean J. Brydon
                                  Administrator

<PAGE>



                           TIMBERLAND BANCORP, INC.

                               EXHIBIT INDEX

Exhibit
Number       Description of Document
--------     ---------------------------------------------------

  4.1        Articles of Incorporation of the Registrant(1)

  4.2        Bylaws of the Registrant(1)

  4.3        Amendment to Bylaws of the Registrant(2)

  4.4        Form of Certificate of Common Stock of the Registrant(1)

   5         Opinion of Breyer & Associates PC

  23.1       Consent of McGladrey & Pullen, LLP

  23.2       Consent of Breyer & Associates PC (contained in its opinion filed
             as Exhibit 5)

   24        Power of attorney (contained in the signature page of the
             Registration Statement)

  99.1       Timberland Bank 401(k) Profit Sharing Plan

  99.2       Timberland Bancorp, Inc. 2003 Stock Option Plan(3)

---------------
(1)   Filed as an exhibit to the Registrant's Registration Statement on Form
      S-1 (File No. 333-35817), filed with the Commission on September 17,
      1997, and incorporated herein by reference.
(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
      the fiscal year ended September 30, 2002, and incorporated herein by
      reference.
(3)   Filed as an exhibit to the Registrant's Definitive Annual Meeting Proxy
      Statement for the 2004 Annual Meeting of Shareholders, and incorporated
      herein by reference.

<PAGE>



                                 Exhibit 5

                    Opinion of Breyer & Associates PC

<PAGE>



                   [Letterhead of Breyer & Associates PC]



                              June 4, 2004



Board of Directors
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550

Ladies and Gentlemen:

     We have acted as special counsel to Timberland Bancorp, Inc., a
Washington corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of
the Timberland Bank 401(k) Profit Sharing Plan (the "401(k) Plan") and the
Timberland Bancorp, Inc. 2003 Stock Option Plan (the "Option Plan" and with
the 401(k) Plan, the "Plans"), pursuant to the grant or exercise of stock
options ("Options"), all as more fully described in the Registration
Statement.  The Registration Statement also registers an indeterminate number
of additional shares which may be necessary to adjust the number of shares
registered thereby for issuance as the result of a stock split, stock dividend
or similar adjustment of the number of issued and outstanding shares of Common
Stock.  You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.

     We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plans, a specimen stock
certificate evidencing the Common Stock and such other documents and records
as we have deemed necessary for purposes of this opinion.  We are relying upon
the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Company and such other
instruments, certificates and representations of public officials, officers
and representatives of the Company as we have deemed applicable or relevant as
a basis for the opinions set forth below. In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

     For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to contributions made under the 401(k) Plan
will continue to be validly authorized on the dates the Common Stock is issued
pursuant to such contributions, (ii) the shares of Common Stock issuable
pursuant to the exercise of Options will continue to be validly authorized on
the dates the Common Stock is issued pursuant to the exercise of the Options,
(iii) on the dates the Options are exercised, the Options will constitute
valid, legal and binding obligations of the Company and will be enforceable as
to the Company in accordance with their terms (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally), (iv)
no change occurs in applicable law or the pertinent facts, (v) the
contributions are made in accordance with the terms of the Plan, (vi) the
Options are exercised in accordance with the terms of the Plan and any
separate agreement evidencing the grant of such Options pursuant to the Plan
and the exercise price due therefor, if any, is paid in accordance with the
terms thereof and (vii) the provisions of "blue sky" and other securities laws
as may be applicable have been complied with to the extent required.

     Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plans, upon receipt by the Company of any

<PAGE>



Board of Directors
Timberland Bancorp, Inc.
June 4, 2004
Page 2

consideration required thereby, as applicable, will be legally issued, fully
paid and non-assessable shares of Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                                Sincerely,

                                /s/ Breyer & Associates PC

                                BREYER & ASSOCIATES PC

<PAGE>



                                  Exhibit 23.1

                     Consent of McGladrey & Pullen, LLP

<PAGE>



                        CONSENT OF INDEPENDENT AUDITORS



We consent to incorporation by reference in the Registration Statement on Form
S-8 of Timberland Bancorp, Inc., relating to the Timberland Bank 401(k) Profit
Sharing Plan and the Timberland Bancorp, Inc. 2003 Stock Option Plan, of our
reports dated (i) November 12, 2003, relating to the consolidated balance
sheets of Timberland Bancorp, Inc. and Subsidiaries as of September 30, 2003
and 2002, and the related consolidated statements of income, shareholders'
equity, cash flows and comprehensive income for each of the three years in the
period ended September 30, 2003, which report appears in the Timberland
Bancorp, Inc. Annual Report on Form 10-K for the year ended September 30,
2003, and (ii) December 18, 2003, relating to the statements of net assets
available for benefits of Timberland Bank 401(k) Profit Sharing Plan as of
September 30, 2003 and 2002, and the related statement of changes in net
assets available for benefits for the year ended September 30, 2003, which
report appears in the Timberland Bank 401(k) Profit Sharing Plan Annual Report
on Form 11-K for the year ended September 30, 2003.


/s/ McGladrey & Pullen, LLP

Tacoma, Washington
May 27, 2004

<PAGE>



                                   Exhibit 99.1

                    Timberland Bank 401(k) Profit Sharing Plan

<PAGE>



                                TIMBERLAND BANK
                           401(K) PROFIT SHARING PLAN

<PAGE>



                            ADOPTION AGREEMENT #005
                  NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

     The undersigned, Timberland Bank ("Employer"), by executing this Adoption
Agreement, elects to establish a retirement plan and trust ("Plan") under the
Actuarial Planning Group, Inc. (basic plan document #01). The Employer,
subject to the Employer's Adoption Agreement elections, adopts fully the
Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan
document and any attached appendices or addenda, constitute the Employer's
entire plan and trust document. All section references within this Adoption
Agreement are Adoption Agreement section references unless the Adoption
Agreement or the context indicate otherwise. All article references are basic
plan document and Adoption Agreement references as applicable. Numbers in
parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.

                                    ARTICLE I
                                   DEFINITIONS

1.   PLAN (1.21). The name of the Plan as adopted by the Employer is
Timberland Bank 401(k) Profit Sharing Plan.

2.   TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose
one of (a), (b) or (c))

[ ]  (a)  A discretionary Trustee. See Plan Section 10.03[A].

[X]  (b)  A nondiscretionary Trustee. See Plan Section 10.03[B].

[ ]  (c)  A Trustee under a separate trust agreement. See Plan Section
          10.03[G].

3.   EMPLOYEE (1.11). The following Employees are not eligible to participate
in the Plan: (Choose (a) or one or more of (b) through (g) as applicable)

[ ]  (a)  No exclusions.

[X]  (b)  Collective bargaining Employees.

[ ]  (c)  Nonresident aliens.

[ ]  (d)  Leased Employees.

[ ]  (e)  Reclassified Employees.

[ ]  (f)  Classifications:             .
                           ------------

[ ]  (g)  Exclusions by types of contributions. The following
          classification(s) of Employees are not eligible for the specified
          contributions               :
                        --------------

               Employee classification:
                                        -----------------
               Contribution type:
                                  ------------------

4.   COMPENSATION (1.07). The Employer makes the following election(s)
regarding the definition of Compensation for purposes of the contribution
allocation formula under Article III: (Choose one of (a), (b) or (c))

[ ]  (a)  W-2 wages increased by Elective Contributions.

[ ]  (b)  Code Section 3401(a) federal income tax withholding wages increased
by
          Elective Contributions.

[X]  (c)  415 compensation.

[Note: Each of the Compensation definitions in (a), (b) and (c) include
Elective Contributions. See Plan Section 1.07(D). To exclude Elective
Contributions, the Employer must elect (g).]

Compensation taken into account. For the Plan Year in which an Employee first
becomes a Participant, the Plan Administrator will determine the allocation of
Employer contributions (excluding deferral contributions) by taking into
account: (Choose one of (d) or (e))

[ ]  (d)  Plan Year. The Employee's Compensation for the entire Plan Year.

[X]  (e)  Compensation while a Participant.  The Employee's Compensation only
          for the portion of the Plan Year in which the Employee actually is a
          Participant.

                                      1

<PAGE>



Modifications to Compensation definition. The Employer elects to modify the
Compensation definition elected in (a), (b) or (c) as follows. (Choose one or
more of (f) through (n) as applicable. If the Employer elects to allocate its
nonelective contribution under Plan Section 3.04 using permitted disparity,
(i), (j), (k) and (l) do not apply):

[ ]  (f)  Fringe benefits. The Plan excludes all reimbursements or other
          expense allowances, fringe benefits (cash and noncash), moving
          expenses, deferred compensation and welfare benefits.

[ ]  (g)  Elective Contributions. The Plan excludes a Participant's Elective
          Contributions. See Plan Section 1.07(D).

[ ]  (h)  Exclusion. The Plan excludes Compensation in excess of:           .
                                                                 -----------

[ ]  (i)  Bonuses. The Plan excludes bonuses.

[ ]  (j)  Overtime. The Plan excludes overtime.

[ ]  (k)  Commissions. The Plan excludes commissions.

[X]  (l)  Nonelective contributions. The following modifications apply to the
          definition of Compensation for nonelective contributions:
          Compensation excludes amounts realized from the "Management
          Recognition Program."

[ ]  (m)  Deferral contributions. The following modifications apply to the
          definition of Compensation for deferral contributions:           .
                                                                -----------

[ ]  (n)  Matching contributions. The following modifications apply to the
          definition of Compensation for matching contributions:             .
                                                                -------------

5.   PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean the
12-consecutive month period (except for a short Plan Year) ending every:
(Choose (a) or (b). Choose (c) if applicable)

[ ]  (a)  December 31.

[X]  (b)  Other: September 30.

[ ]  (c)  Short Plan Year: commencing on:         and ending on:          .
                                         ---------              ----------

6.   EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a: (Choose
one of (a) or (b))

[ ]  (a)  New Plan. The Effective Date of the Plan is:               .
                                                       --------------

[X]  (b)  Restated Plan. The restated Effective Date is:  October 1, 1997.

     This Plan is an amendment and restatement of an existing retirement
     plan(s) originally established effective as of: December 4, 1970.

7.   HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for
Hours of Service is: (Choose one or more of (a) through (d) as applicable)

[X]  (a)  Actual Method. See Plan Section 1.15(B).

[ ]  (b)  Equivalency Method. The Equivalency Method is:              .
                                                        --------------
          [Note: Insert "daily," "weekly," "semi-monthly payroll periods" or
          "monthly."] See Plan Section 1.15(C).

[ ]  (c)  Combination Method. In lieu of the Equivalency Method specified in
          (b), the Actual Method applies for purposes of:                 .
                                                          ----------------

[ ]  (d)  Elapsed Time Method. In lieu of crediting Hours of Service, the
          Elapsed Time Method applies for purposes of crediting Service for:
          (Choose one or more of (1), (2) or (3) as applicable)

     [ ]  (1)  Eligibility under Article II.

     [ ]  (2)  Vesting under Article V.

     [ ]  (3)  Contribution allocations under Article III.

                                       2

<PAGE>



8.   PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor
service the Plan must credit by reason of Section 1.30 of the Plan, the Plan
credits as Service under this Plan service with the following predecessor
employer(s):                 .
             ----------------

[Note: If the Plan does not credit any additional predecessor service under
this Section 1.30, insert "N/A" in the blank line. The Employer also may elect
to credit predecessor service with specified Participating Employers only. See
the Participation Agreement.] Service with the designated predecessor
employer(s) applies: (Choose one or more of (a) through (d) as applicable)

[ ]  (a)  Eligibility. For eligibility under Article II. See Plan Section 1.30
          for time of Plan entry.

[ ]  (b)  Vesting. For vesting under Article V.

[ ]  (c)  Contribution allocation. For contribution allocations under Article
          III.

[ ]  (d)  Exceptions. Except for the following Service:

                                ARTICLE II
                        ELIGIBILITY REQUIREMENTS

9.   ELIGIBILITY (2.01)

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose one or more of (a)
through (e) as applicable) [Note: If the Employer does not elect (c), the
Employer's elections under (a) and (b) apply to all types of contributions.
The Employer as to deferral contributions may not elect (b)(2) and may not
elect more than 12 months in (b)(4) and (b)(5).]

[X]  (a)  Age. Attainment of age 21 (not to exceed age 21).

[X]  (b)  Service. Service requirement. (Choose one of (1) through (5))

     [X]  (1)  One Year of Service.

     [ ]  (2)  Two Years of Service, without an intervening Break in Service.
               See Plan Section 2.03(A).

     [ ]  (3)  One Hour of Service (immediate completion of Service
               requirement). The Employee satisfies the Service requirement on
               his/her Employment Commencement Date.

     [ ]  (4)         months (not exceeding 24).
               ------

     [ ]  (5)  An Employee must complete       Hours of Service within the
                                         ------
               the        time period following the Employee's Employment
                  --------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 24 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]

[ ]  (c)  Alternative 401(k)/401(m) eligibility conditions. In lieu of the
          elections in (a) and (b), the Employer elects the following
          eligibility conditions for the following types of contributions:
          (Choose (1) or (2) or both if the Employer wishes to impose less
          restrictive eligibility conditions for deferral/Employee
          contributions or for matching contributions)

     (1)  [ ]  Deferral/Employee contributions: (Choose one of a. through d.
                Choose e. if applicable)

      a.  [ ]  One Year of Service
      b.  [ ]  One Hour of Service (immediate completion of Service
               requirement)
      c.  [ ]         months (not exceeding 12)
               ------
      d.  [ ]  An Employee must complete         Hours of Service within the
                                         --------
                      time period following an Employee's Employment
               -------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 12 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]
      e.  [ ]  Age              (not exceeding age 21)
                   -------------

                                      3

<PAGE>



     (2)  [ ]  Matching contributions: (Choose one of f. through i. Choose j.
               if applicable)

      f.  [ ]  One Year of Service

      g.  [ ]  One Hour of Service (immediate completion of Service
               requirement)
      h.  [ ]            months (not exceeding 24)
               ----------
      i.  [ ]  An Employee must complete              Hours of Service within
                                        --------------
               the           time period following an  Employee's Employment
                  -----------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 24 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]
      j.  [ ]  Age              (not exceeding age 21)
                  --------------

[ ]  (d)  Service requirements:             .
                               -------------
          [Note: Any Service requirement the Employer elects in (d) must be
          available under other Adoption Agreement elections or a combination
          thereof.]

[ ]  (e)  Dual eligibility. The eligibility conditions of this Section 2.01
          apply solely to an Employee employed by the Employer after       .
                                                                    -------
          If the Employee was employed by the Employer by the specified date,
          the Employee will become a Participant on the latest of: (i) the
          Effective Date; (ii) the restated Effective Date; (iii) the
          Employee's Employment Commencement Date; or (iv) on the date the
          Employee attains age       (not exceeding age 21).
                               ------

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose one
of (f) through (j). Choose (k) if applicable) [Note: If the Employer does not
elect (k), the elections under (f) through (j) apply to all types of
contributions. The Employer must elect at least one Entry Date per Plan Year.]

[ ]  (f)  Semi-annual Entry Dates. The first day of the Plan Year and the
          first day of the seventh month of the Plan Year.

[ ]  (g)  The first day of the Plan Year.

[ ]  (h)  Employment Commencement Date (immediate eligibility).

[X]  (i)  The first day of each: Plan Year quarter (e.g., "Plan Year
          quarter").

[ ]  (j)  The following Plan Entry Dates:             .
                                         -------------

[ ]  (k)  Alternative 401(k)/401(m) Plan Entry Date(s). For the alternative
          401(k)/401(m) eligibility conditions under (c), Plan Entry Date
          means: (Choose (1) or (2) or both as applicable)

   (1) [ ] Deferral/Employee contributions   (2) [ ] Matching contributions
            (Choose one of a. through d.)        (Choose one of e. through h.)

        a. [ ] Semi-annual Entry Dates        e. [ ] Semi-annual Entry Dates
        b. [ ] The first day of the Plan      f. [ ] The first day of the Plan
               Year                                  Year
        c. [ ] Employment Commencement Date   g. [ ] Employment Commencement
               (immediate eligibility)               Date
                                                     (immediate eligibility)
        d. [ ] The first day of each:         h. [ ] The first day of each:
                                     -------                              ----


Time of participation. An Employee will become a Participant, unless excluded
under Section 1.11, on the Plan Entry Date (if employed on that date): (Choose
one of (l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does
not elect (o), the election under (l), (m) or (n) applies to all types of
contributions.]

[X]  (l)  Immediately following or coincident with

[ ]  (m)  Immediately preceding or coincident with

[ ]  (n)  Nearest

[ ]  (o)  Alternative 401(k)/401(m) election(s): (Choose (1) or (2) or both as
          applicable)

     (1)  [ ]  Deferral contributions   (2)   [ ] Matching contributions
                                                  (Choose one of b., c. or d.)

          a. [ ] Immediately following     b. [ ] Immediately following
                 or coincident with               or coincident with
                                           c. [ ] Immediately preceding
                                           d. [ ] Nearest

the date the Employee completes the eligibility conditions described in this
Section 2.01 [Note: Unless otherwise excluded under Section 1.11, an Employee
must become a Participant by the earlier of: (1) the first day of the Plan
Year beginning after the date the Employee completes the age and service
requirements of Code Section 410(a); or (2) 6 months after the date the
Employee completes those requirements.]

                                      4

<PAGE>



10.   YEAR OF SERVICE - ELIGIBILITY (2.02). (Choose (a) and (b) as
applicable): [Note: If the Employer does not elect a Year of Service condition
or elects the Elapsed Time Method, the Employer should not complete (a) or
(b).]

[X]  (a)  Year of Service. An Employee must complete 1,000 Hour(s) of Service
          during an eligibility computation period to receive credit for a
          Year of Service under Article II: [Note: The number may not exceed
          1,000. If left blank, the requirement is 1,000.]

[X]  (b)  Eligibility computation period. After the initial eligibility
          computation period described in Plan Section 2.02, the Plan measures
          the eligibility computation period as: (Choose one of (1) or (2))

      [X]  (1)  The Plan Year beginning with the Plan Year which includes the
                first anniversary of the Employee's Employment Commencement
                Date.

      [ ]  (2)  The 12-consecutive month period beginning with each
                anniversary of the Employee's Employment Commencement Date.

11.    PARTICIPATION - BREAK IN SERVICE (2.03). The one year hold-out rule
described in Plan Section 2.03(B): (Choose one of (a), (b) or (c))

[X]  (a)  Not applicable. Does not apply to the Plan.

[ ]  (b)  Applicable. Applies to the Plan and to all Participants.

[ ]  (c)  Limited application. Applies to the Plan, but only to a Participant
          who has incurred a Separation from Service.

12.   ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of (a) or (b))

[X]  (a)  Election not permitted. Does not permit an eligible Employee to
          elect not to participate.

[ ]  (b)  Irrevocable election. Permits an Employee to elect not to
          participate if the Employee makes a one-time irrevocable election
          prior to the Employee's Plan Entry Date.

                                  ARTICLE III
          EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES

13.   AMOUNT AND TYPE (3.01). The amount and type(s) of the Employer's
contribution to the Trust for a Plan Year or other specified period will
equal: (Choose one or more of (a) through (f) as applicable)

[X]  (a)  Deferral contributions (401(k) arrangement). The dollar or
          percentage amount by which each Participant has elected to reduce
          his/her Compensation, as provided in the Participant's salary
          reduction agreement and in accordance with Section 3.02.

[ ]  (b)  Matching contributions (other than safe harbor matching
          contributions under Section 3.01(d)). The matching contributions
          made in accordance with Section 3.03.

[X]  (c)  Nonelective contributions (profit sharing). The following
          nonelective contribution (Choose (1) or (2) or both as applicable):
          [Note: The Employer may designate as a qualified nonelective
          contribution, all or any portion of its nonelective contribution.
          See Plan Section 3.04(F).]

    [X]  (1)  Discretionary. An amount the Employer in its sole discretion may
              determine.

    [ ]  (2)  Fixed. The following amount:
                                          -----------

[X]  (d)  401(k) safe harbor contributions. The following 401(k) safe harbor
          contributions described in Plan Section 14.02(D): (Choose one of
          (1), (2) or (3). Choose (4), if applicable)

    [X]  (1)  Safe harbor nonelective contribution. The safe harbor
              nonelective contribution equals 3% of a Participant's
              Compensation [Note: the amount in the blank must be at least
              3%.].

    [ ]  (2)  Basic safe harbor matching contribution. A matching contribution
              equal to 100% of each Participant's deferral contributions not
              exceeding 3% of the Participant's Compensation, plus 50% of each
              Participant's deferral contributions in excess of 3% but not in
              excess of 5% of the Participant's Compensation. For this
              purpose, "Compensation" means Compensation for:             .
                                                             -------------
              [Note: The Employer must complete the blank line with the
              applicable time period for computing the Employer's basic safe
              harbor match, such as "each payroll period," "each month," "each
              Plan Year quarter" or "the Plan Year".]

                                      5

<PAGE>




    [ ]  (3)  Enhanced safe harbor matching contribution. (Choose one of a. or
              b.).

          [ ] a. Uniform percentage. An amount equal to         % of each
                                                        --------
                 Participant's deferral contributions not exceeding         %
                                                                    --------
                 of the Participant's Compensation. For this purpose,
                 Compensation" means Compensation for:         . [See the Note
                                                       --------
                 in (d)(2).]

          [ ] b. Tiered formula. An amount equal to the specified matching
                 percentage for the corresponding level of each Participant's
                 deferral contribution percentage. For this purpose,
                 "Compensation" means Compensation for:             . [See
                                                       --------------
                 the Note in (d)(2).]

         Deferral Contribution Percentage            Matching Percentage
         --------------------------------            -------------------

                  ------------                         ------------

                  ------------                         ------------

                  ------------                         ------------

[Note: The matching percentage may not increase as the deferral contribution
percentage increases and the enhanced matching formula otherwise must satisfy
the requirements of Code Section Section 401(k)(12)(B)(ii) and (iii). If the
Employer wishes to avoid ACP testing on its enhanced safe harbor matching
contribution, the Employer also must limit deferral contributions taken into
account (the "Deferral Contribution Percentage") for the matching contribution
to 6% of Plan Year Compensation.]

    [ ]  (4)  Another plan. The Employer will satisfy the 401(k) safe harbor
              contribution in the following plan:             .
                                                  ------------

[ ]  (e)  Davis-Bacon contributions. The amount(s) specified for the
          applicable Plan Year or other applicable period in the Employer's
          Davis-Bacon contract(s). The Employer will make a contribution only
          to Participants covered by the contract and only with respect to
          Compensation paid under the contract. If the Participant accrues an
          allocation of nonelective contributions (including forfeitures)
          under the Plan in addition to the Davis-Bacon contribution, the Plan
          Administrator will: (Choose one of (1) or (2))

    [ ]  (1)  Not reduce the Participant's nonelective contribution allocation
              by the Davis-Bacon contribution.

    [ ]  (2)  Reduce the Participant's nonelective contribution allocation by
              the Davis-Bacon contribution.

[ ]  (f)  Frozen Plan. This Plan is a frozen Plan effective:             . For
                                                            -------------
          any period following the specified date, the Employer will not
          contribute to the Plan, a Participant may not contribute and an
          otherwise eligible Employee will not become a Participant in the
          Plan.

14.   DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms apply
to an Employee's deferral contributions: (If the Employer elects Section
3.01(a), the Employer must elect (a). Choose (b) or (c) as applicable)

[X]  (a)  Limitation on amount. An Employee's deferral contributions are
          subject to the following limitation(s) in addition to those
          imposed by the Code: (Choose (1), (2) or (3) as applicable)

    [ ]  (1)  Maximum deferral amount:             .
                                      -------------

    [ ]  (2)  Minimum deferral amount:             .
                                      -------------

    [X]  (3)  No limitations.

For the Plan Year in which an Employee first becomes a Participant, the Plan
Administrator will apply any percentage limitation the Employer elects in (1)
or (2) to the Employee's Compensation: (Choose one of (4) or (5) unless the
Employer elects (3))

    [ ]  (4)  Only for the portion of the Plan Year in which the Employee
              actually is a Participant.

    [ ]  (5)  For the entire Plan Year.

[ ]  (b)  Negative deferral election. The Employer will withhold    % from the
                                                                 ---
          Participant's Compensation unless the Participant elects a lesser
          percentage (including zero) under his/her salary reduction
          agreement. See Plan Section 14.02(C). The negative election will
          apply to: (Choose one of (1) or (2))

    [ ]  (1)  All Participants who have not deferred at least the automatic
              deferral amount as of:             .
                                    -------------

    [ ]  (2)  Each Employee whose Plan Entry Date is on or following the
              negative election effective date.

[ ]  (c)  Cash or deferred contributions. For each Plan Year for which the
          Employer makes a designated cash or deferred contribution under Plan
          Section 14.02(B), a Participant may elect to receive directly in
          cash not more than the following portion (or, if less, the 402(g)
          limitation) of his/her proportionate share of that cash or deferred
          contribution: (Choose one of (1) or (2))

     [ ]  (1)  All or any portion.           [   ]     (2)       %.
                                                           ------

Modification/revocation of salary reduction agreement. A Participant
prospectively may modify or revoke a salary reduction agreement, or may file a
new salary reduction agreement following a prior revocation, at least once per
Plan Year or during any election period specified by the basic plan document
or required by the Internal Revenue Service. The Plan Administrator also may
provide for more frequent elections in the Plan's salary reduction agreement
form.

                                      6

<PAGE>



15.   MATCHING CONTRIBUTIONS (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER
PLAN SECTION 14.02(D)(3)) (3.03). The Employer matching contribution is: (If
the Employer elects Section 3.01(b), the Employer must elect one or more of
(a), (b) or (c) as applicable. Choose (d) if applicable)

[ ]  (a)  Fixed formula. An amount equal to         % of each Participant's
                                            --------
          deferral contributions.

[ ]  (b)  Discretionary formula. An amount (or additional amount) equal to a
          matching percentage the Employer from time to time may deem
          advisable of the Participant's deferral contributions. The Employer,
          in its sole discretion, may designate as a qualified matching
          contribution, all or any portion of its discretionary matching
          contribution. The portion of the Employer's discretionary matching
          contribution for a Plan Year not designated as a qualified matching
          contribution is a regular matching contribution.

[ ]  (c)  Multiple level formula. An amount equal to the following percentages
          for each level of the Participant's deferral contributions. [Note:
          The matching percentage only will apply to deferral contributions in
          excess of the previous level and not in excess of the stated
          deferral contribution percentage.]

               Deferral Contributions            Matching Percentage
               ----------------------            -------------------

                    ------------                    ------------

                    ------------                    ------------

                    ------------                    ------------

[ ]  (d)  Related Employers. If two or more Related Employers contribute to
          this Plan, the Plan Administrator will allocate matching
          contributions and matching contribution forfeitures only to the
          Participants directly employed by the contributing Employer. The
          matching contribution formula for the other Related Employer(s) is:
                  . [Note: If the Employer does not elect (d), the Plan
          --------
          Administrator will allocate all matching contributions and matching
          forfeitures without regard to which contributing Related Employer
          directly employs the Participant.]

Time period for matching contributions. The Employer will determine its
matching contribution based on deferral contributions made during each:
(Choose one of (e) through (h))

[ ]  (e)  Plan Year.


[ ]  (f)  Plan Year quarter.

[ ]  (g)  Payroll period.

[ ]  (h)  Alternative time period:             . [Note: Any alternative time
                                    -----------
          period the Employer elects in (h) must be the same for all
          Participants and may not exceed the Plan Year.]

Deferral contributions taken into account. In determining a Participant's
deferral contributions taken into account for the above-specified time period
under the matching contribution formula, the following limitations apply:
(Choose one of (i), (j) or (k))

[ ]  (i)  All deferral contributions. The Plan Administrator will take into
          account all deferral contributions.

[ ]  (j)  Specific limitation. The Plan Administrator will disregard deferral
          contributions exceeding         % of the Participant's Compensation.
                                  --------
          [Note: To avoid the ACP test in a safe harbor 401(k) plan, the
          Employer must limit deferrals and Employee contributions which are
          subject to match to 6% of Plan Year Compensation.]

[ ]  (k)  Discretionary. The Plan Administrator will take into account the
          deferral contributions as a percentage of the Participant's
          Compensation as the Employer determines.

Other matching contribution requirements. The matching contribution formula is
subject to the following additional requirements: (Choose (l) or (m) or both
if applicable)

[ ]  (l)  Matching contribution limits. A Participant's matching contributions
          may not exceed: (Choose one of (1) or (2))

    [ ]  (1)                . [Note: The Employer may elect (1) to place an
              --------------
              overall dollar or percentage limit on matching contributions.]

    [ ]  (2)  4% of a Participant's Compensation for the Plan Year under the
              discretionary matching contribution formula.  [Note: The
              Employer must elect (2) if it elects a discretionary matching
              formula with the safe harbor 401(k) contribution formula and
              wishes to avoid the ACP test.]

[ ]  (m)  Qualified matching contributions. The Plan Administrator will
          allocate as qualified matching contributions, the matching
          contributions specified in Adoption Agreement Section:             .
                                                                 ------------
          The Plan Administrator will allocate all other matching
          contributions as regular matching contributions. [Note: If the
          Employer elects two matching formulas, the Employer may use (m) to
          designate one of the formulas as a qualified matching contribution.]

                                      7

<PAGE>



16.   CONTRIBUTION ALLOCATION (3.04).

Employer nonelective contributions (3.04(A)).The Plan Administrator will
allocate the Employer's nonelective contribution under the following
contribution allocation formula: (Choose one of (a), (b) or (c). Choose (d) if
applicable)

[X]  (a)  Nonintegrated (pro rata) allocation formula.

[ ]  (b)  Permitted disparity. The following permitted disparity formula and
          definitions apply to the Plan: (Choose one of (1) or (2). Also
          choose (3))

    [ ]  (1)  Two-tiered allocation formula.

    [ ]  (2)  Four-tiered allocation formula.

    [ ]  (3)  For purposes of Section 3.04(b), "Excess Compensation" means
              Compensation in excess of: (Choose one of a. or b.)

          [ ] a.     % of the taxable wage base in effect on the first day of
                 ----
                 the Plan Year, rounded to the next highest $         (not
                                                             ---------
                 exceeding the taxable wage base).

          [ ] b. The following integration level:             .
                                                  ------------
                 [Note: The integration level cannot exceed the taxable wage
                 base in effect for the Plan Year for which this Adoption
                 Agreement first is effective.]

[ ]  (c)  Uniform points allocation formula. Under the uniform points
          allocation formula, a Participant receives: (Choose (1) or both (1)
          and (2) as applicable)

    [ ]  (1)     point(s) for each Year of Service. Year of Service means:   .
              ---                                                        ----

    [ ]  (2)  One point for each $         [not to exceed $200] increment of
                                  --------
              Plan Year Compensation.

[ ]  (d)  Incorporation of contribution formula. The Plan Administrator will
          allocate the Employer's nonelective contribution under Section(s)
          3.01(c)(2), (d)(1) or (e) in accordance with the contribution
          formula adopted by the Employer under that Section.

Qualified nonelective contributions. (3.04(F)). The Plan Administrator will
allocate the Employer's qualified nonelective contributions to: (Choose one of
(e) or (f))

[ ]  (e)  Nonhighly compensated Employees only.

[ ]  (f)  All Participants.

Related Employers. (Choose (g) if applicable)

[ ]  (g)  Allocate only to directly employed Participants. If two or more
          Related Employers adopt this Plan, the Plan Administrator will
          allocate all nonelective contributions and forfeitures attributable
          to nonelective contributions only to the Participants directly
          employed by the contributing Employer. If a Participant receives
          Compensation from more than one contributing Employer, the Plan
          Administrator will determine the allocations under this Section 3.04
          by prorating the Participant's Compensation between or among the
          participating Related Employers. [Note: If the Employer does not
          elect 3.04(g), the Plan Administrator will allocate all nonelective
          contributions and forfeitures without regard to which contributing
          Related Employer directly employs the Participant. The Employer may
          not elect 3.04(g) under a safe harbor 401(k) Plan.]

17.   FORFEITURE ALLOCATION (3.05). The Plan Administrator will allocate a
Participant forfeiture: (Choose one or more of (a), (b) or (c) as applicable)
[Note: Even if the Employer elects immediate vesting, the Employer should
complete Section 3.05. See Plan Section 9.11.]

[ ]  (a)  Matching contribution forfeitures. To the extent attributable to
          matching contributions: (Choose one of (1) through (4))

    [ ]  (1)  As a discretionary matching contribution.

    [ ]  (2)  To reduce matching contributions.

    [ ]  (3)  As a discretionary nonelective contribution.

    [ ]  (4)  To reduce nonelective contributions.

                                      8

<PAGE>






[X]  (b)  Nonelective contribution forfeitures. To the extent attributable to
          Employer nonelective contributions: (Choose one of (1) through (4))

    [X]  (1)  As a discretionary nonelective contribution.

    [ ]  (2)  To reduce nonelective contributions.

    [ ]  (3)  As a discretionary matching contribution.

    [ ]  (4)  To reduce matching contributions.

[ ]  (c)  Reduce administrative expenses. First to reduce the Plan's ordinary
          and necessary administrative expenses for the Plan Year and then
          allocate any remaining forfeitures in the manner described in
          Sections 3.05(a) or (b) as applicable.

Timing of forfeiture allocation. The Plan Administrator will allocate
forfeitures under Section 3.05 in the Plan Year: (Choose one of (d) or (e))

[X]  (d)  In which the forfeiture occurs.

[ ]  (e)  Immediately following the Plan Year in which the forfeiture occurs.

18.   ALLOCATION CONDITIONS (3.06).

Allocation conditions. The Plan does not apply any allocation conditions to
deferral contributions, 401(k) safe harbor contributions (under Section
3.01(d)) or to Davis-Bacon contributions (except as the Davis-Bacon contract
provides). To receive an allocation of matching contributions, nonelective
contributions, qualified nonelective contributions or Participant forfeitures,
a Participant must satisfy the following allocation condition(s): (Choose one
or more of (a) through (i) as applicable)

[ ]  (a)  Hours of Service condition. The Participant must complete at least
          the specified number of Hours of Service (not exceeding 1,000)
          during the Plan Year:             .
                               -------------

[ ]  (b)  Employment condition. The Participant must be employed by the
          Employer on the last day of the (designate time period).

[ ]  (c)  No allocation conditions.

[ ]  (d)  Elapsed Time Method. The Participant must complete at least the
          specified number (not exceeding 182) of consecutive calendar days of
          employment with the Employer during the Plan Year:             .
                                                             ------------

[X]  (e)  Termination of Service/501 Hours of Service coverage rule. The
          Participant either must be employed by the Employer on the last day
          of the Plan Year or must complete at least 501 Hours of Service
          during the Plan Year. If the Plan uses the Elapsed Time Method of
          crediting Service, the Participant must complete at least 91
          consecutive calendar days of employment with the Employer during the
          Plan Year.

[ ]  (f)  Special allocation conditions for matching contributions. The
          Participant must complete at least              Hours of Service
                                             ------------
          during the              (designate time period) for the matching
                     ------------
          contributions made for that time period.

[ ]  (g)  Death, Disability or Normal Retirement Age. Any condition specified
          in Section 3.06              applies if the Participant incurs a
                          -------------
          Separation from Service during the Plan Year on account of:
                                                                     ---------
          (e.g., death, Disability or Normal Retirement Age).

[ ]  (h)  Suspension of allocation conditions for coverage. The suspension of
          allocation conditions of Plan Section 3.06(E) applies to the Plan.

[ ]  (i)  Limited allocation conditions. The Plan does not impose an
          allocation condition for the following types of contributions:
                  . [Note: Any election to limit the Plan's allocation
          --------
          conditions to certain contributions must be the same for all
          Participants, be definitely determinable and not discriminate in
          favor of Highly Compensated Employees.]

                                      9

<PAGE>




                                   ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

19.   EMPLOYEE (AFTER TAX) CONTRIBUTIONS (4.02). The following elections apply
to Employee contributions: (Choose one of (a) or (b). Choose (c) if
applicable)

[X]  (a)  Not permitted. The Plan does not permit Employee contributions.

[ ]  (b)  Permitted. The Plan permits Employee contributions subject to the
          following limitations:             .
                                 ------------
          [Note: Any designated limitation(s) must be the same for all
          Participants, be definitely determinable and not discriminate in
          favor of Highly Compensated Employees.]

[ ]  (c)  Matching contribution. For each Plan Year, the Employer's matching
          contribution made with respect to Employee contributions is:      .
                                                                      ------

                                    ARTICLE V
                              VESTING REQUIREMENTS

20.   NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal
Retirement Age (or Early Retirement Age, if applicable) under the Plan on the
following date: (Choose one of (a) or (b). Choose (c) if applicable)

[X]  (a)  Specific age. The date the Participant attains age 65. [Note: The
          age may not exceed age 65.]

[ ]  (b)  Age/participation. The later of the date the Participant attains
                                                                          ----
          years of age or the         anniversary of the first day of the Plan
                              --------
          Year in which the Participant commenced participation in the Plan.
          [Note: The age may not exceed age 65 and the anniversary may not
          exceed the 5th.]

[ ]  (c)  Early Retirement Age. Early Retirement Age is the later of: (i) the
          date a Participant attains age              or (ii) the date a
                                         ------------
          Participant reaches his/her              anniversary of the first
                                      ------------
          day of the Plan Year in which the Participant commenced
          participation in the Plan.

21.   PARTICIPANT'S DEATH OR DISABILITY (5.02). The 100% vesting rule under
Plan Section 5.02 does not apply to: (Choose (a) or (b) or both as applicable)

[ ]  (a)  Death.


[ ]  (b)  Disability.

22.   VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all
times in his/her deferral contributions, qualified nonelective contributions,
qualified matching contributions, 401(k) safe harbor contributions and
Davis-Bacon contributions (unless otherwise indicated in (f)). The following
vesting schedule applies to Employer regular matching contributions and to
Employer nonelective contributions: (Choose (a) or choose one or more of (b)
through (f) as applicable)

[ ]  (a)  Immediate vesting. 100% Vested at all times. [Note: The Employer
          must elect (a) if the Service condition under Section 2.01 exceeds
          One Year of Service or more than twelve months.]

[X]  (b)  Top-heavy vesting schedules. [Note: The Employer must choose one of
          (b)(1), (2) or (3) if it does not elect (a).]

    [ ] (1) 6-year graded as specified        [X]  (3)  Modified top-heavy
            in the Plan.                                schedule
    [ ] (2) 3-year cliff as specified
            in the Plan.

                                            Years of          Vested
                                             Service         Percentage
                                            --------         ----------

                                           Less than 1           0%

                                                1               10%

                                                2               20%

                                                3               40%

                                                4               60%

                                                5               80%

                                            6 or more          100%


                                      10

<PAGE>



[ ]  (c)  Non-top-heavy vesting schedules. [Note: The Employer may elect one
          of (c)(1), (2) or (3) in addition to (b).]

    [ ]  (1) 7-year graded as specified     [ ]  (3)  Modified non-top-heavy
             in the Plan.                             schedule
    [ ]  (2) 5-year cliff as specified
             in the Plan.

                                            Years of          Vested
                                             Service         Percentage
                                            --------         ----------

                                           Less than 1             %
                                                                ---
                                                1                  %
                                                                ---
                                                2                  %
                                                                ---
                                                3                  %
                                                                ---
                                                4                  %
                                                                ---
                                                5                  %
                                                                ---
                                                6                  %
                                                                ---

                                            7 or more          100%

If the Employer does not elect (c), the vesting schedule elected in (b)
applies to all Plan Years. [Note: The modified top-heavy schedule of (b)(3)
must satisfy Code Section 416. If the Employer elects (c)(3), the modified
non-top-heavy schedule must satisfy Code Section 411(a)(2).]

[ ]  (d)  Separate vesting election for regular matching contributions. In
          lieu of the election under (a), (b) or (c), the following vesting
          schedule applies to a Participant's regular matching contributions:
          (Choose one of (1) or (2))

    [ ]  (1)  100% Vested at all times.

    [ ]  (2)  Regular matching vesting schedule:             .
                                                 ------------
              [Note: The vesting schedule completed under (d)(2) must comply
              with Code Section 411(a)(4).]

[ ]  (e)  Application of top-heavy schedule. The non-top-heavy schedule
          elected under (c) applies in all Plan Years in which the Plan is not
          a top-heavy plan. [Note: If the Employer does not elect (e), the
          top-heavy vesting schedule will apply for the first Plan Year in
          which the Plan is top-heavy and then in all subsequent Plan Years.]

[ ]  (f)  Special vesting provisions:            . [Note: Any special vesting
                                     ------------
          provision must satisfy Code Section 411(a). Any special vesting
provision
          must be definitely determinable, not discriminate in favor of Highly
          Compensated Employees and not violate Code Section 401(a)(4).]

23.    YEAR OF SERVICE - VESTING (5.06). (Choose (a) and (b)): [Note: If the
Employer elects the Elapsed Time Method or elects immediate vesting, the
Employer should not complete (a) or (b).]

[X]  (a)  Year of Service. An Employee must complete at least 1,000 Hours of
          Service during a vesting computation period to receive credit for a
          Year of Service under Article V. [Note: The number may not exceed
          1,000.  If left blank, the requirement is 1,000.]

[X]  (b)  Vesting computation period. The Plan measures a Year of Service on
          the basis of the following 12-consecutive month period: (Choose one
          of (1) or (2))

    [X]  (1)  Plan Year.

    [ ]  (2)  Employment year (anniversary of Employment Commencement Date).

24.   EXCLUDED YEARS OF SERVICE - VESTING (5.08). The Plan excludes the
following Years of Service for purposes of vesting: (Choose (a) or choose one
or more of (b) through (f) as applicable)

[X]  (a)  None. None other than as specified in Plan Section 5.08(a).

[ ]  (b)  Age 18. Any Year of Service before the Year of Service during which
          the Participant attained the age of 18.

[ ]  (c)  Prior to Plan establishment. Any Year of Service during the period
          the Employer did not maintain this Plan or a predecessor plan.

[ ]  (d)  Parity Break in Service. Any Year of Service excluded under the rule
          of parity. See Plan Section 5.10.

[ ]  (e)  Prior Plan terms. Any Year of Service disregarded under the terms of
          the Plan as in effect prior to this restated Plan.

[ ]  (f)  Additional exclusions. Any Year of Service before:              .
                                                            --------------
          [Note: Any exclusion specified under (f) must comply with Code
          Section 411(a)(4). Any exclusion must be definitely determinable,
not
          discriminate in favor of Highly Compensated Employees and not
          violate Code Section 401(a)(4). If the Employer elects immediate
vesting,
          the Employer should not complete Section 5.08.]

                                      11

<PAGE>



                                  ARTICLE VI
                        DISTRIBUTION OF ACCOUNT BALANCE

25.   TIME OF PAYMENT OF ACCOUNT BALANCE (6.01). The following time of
distribution elections apply to the Plan:

Separation from Service/Vested Account Balance not exceeding $5,000. Subject
to the limitations of Plan Section 6.01(A)(1), the Trustee will distribute in
a lump sum (regardless of the Employer's election under Section 6.04) a
separated Participant's Vested Account Balance not exceeding $5,000: (Choose
one of (a) through (d))

[ ]  (a)  Immediate. As soon as administratively practicable following the
          Participant's Separation from Service.

[ ]  (b)  Designated Plan Year. As soon as administratively practicable in the
                Plan Year beginning after the Participant's Separation from
          ------
          Service.

[ ]  (c)  Designated Plan Year quarter. As soon as administratively
          practicable in the              Plan Year quarter beginning after
                             -------------
          the Participant's Separation from Service.

[X]  (d)  Designated distribution. As soon as administratively practicable in
          the:   Plan Year in which the Participant attains Normal Retirement
          Age or age 55 with 10 years of service and otherwise in the first
          Plan Year following the Participant's Separation from Service.
          [Note: The designated distribution time must be the same for all
          Participants, be definitely determinable, not discriminate in favor
          of Highly Compensated Employees and not violate Code Section
401(a)(4).]

Separation from Service/Vested Account Balance exceeding $5,000. A separated
Participant whose Vested Account Balance exceeds $5,000 may elect to commence
distribution of his/her Vested Account Balance no earlier than: (Choose one of
(e) through (i). Choose (j) if applicable)

[ ]  (e)  Immediate. As soon as administratively practicable following the
          Participant's Separation from Service.

[ ]  (f)  Designated Plan Year. As soon as administratively practicable in the
          Plan Year beginning after the Participant's Separation from Service.

[ ]  (g)  Designated Plan Year quarter. As soon as administratively
          practicable in the              Plan Year quarter following
                             ------------
          the Plan Year quarter in which the Participant elects to receive a
          distribution.

[ ]  (h)  Normal Retirement Age. As soon as administratively practicable after
          the close of the Plan Year in which the Participant attains Normal
          Retirement Age and within the time required under Plan Section
          6.01(A)(2).

[X]  (i)  Designated distribution. As soon as administratively practicable in
          the:  Plan Year in which the Participant attains Normal Retirement
          Age or age 55 with 10 years of service and otherwise in the first
          Plan Year following the Participant's Separation from Service.
          [Note: The designated distribution time must be the same for all
          Participants, be definitely determinable, not discriminate in favor
          of Highly Compensated Employees and not violate Code Section
401(a)(4).]

[ ]  (j)  Limitation on Participant's right to delay distribution. A
          Participant may not elect to delay commencement of distribution of
          his/her Vested Account Balance beyond the later of attainment of age
          62 or Normal Retirement Age. [Note: If the Employer does not elect
          (j), the Plan permits a Participant who has Separated from Service
          to delay distribution until his/her required beginning date. See
          Plan Section 6.01(A)(2).]

Participant elections prior to Separation from Service. A Participant, prior
to Separation from Service may elect any of the following distribution options
in accordance with Plan Section 6.01(C). (Choose (k) or choose one or more of
(l) through (o) as applicable). [Note: If the Employer elects any in-service
distributions option, a Participant may elect to receive one in-service
distribution per Plan Year unless the Plan's in-service distribution form
provides for more frequent in-service distributions.]

[ ]  (k)  None. A Participant does not have any distribution option prior to
          Separation from Service, except as may be provided under Plan
          Section 6.01(C).

[X]  (l)  Deferral contributions. Distribution of all or any portion (as
          permitted by the Plan) of a Participant's Account Balance
          attributable to deferral contributions if: (Choose one or more of
          (1), (2) or (3) as applicable)

    [X]  (1)  Hardship (safe harbor hardship rule). The Participant has
              incurred a hardship in accordance with Plan Sections 6.09 and
              14.11(A).

    [ ]  (2)  Age. The Participant has attained age            (Must be at
                                                    -----------
              least age 59 1/2).

    [ ]  (3)  Disability. The Participant has incurred a Disability.


                                      12

<PAGE>



[ ]  (m)  Qualified nonelective contributions/qualified matching
          contributions/safe harbor contributions. Distribution of all or any
          portion of a Participant's Account Balance attributable to qualified
          nonelective contributions, to qualified matching contributions, or
          to 401(k) safe harbor contributions if: (Choose (1) or (2) or both
          as applicable)

    [ ]  (1)  Age. The Participant has attained age              (Must be at
                                                   -------------
              least age 59 1/2).

    [ ]  (2)  Disability. The Participant has incurred a Disability.

[X]  (n)  Nonelective contributions/regular matching contributions.
          Distribution of all or any portion of a Participant's
          Vested Account Balance attributable to nonelective contributions or
          to regular matching contributions if: (Choose one or more of (1)
          through (5))

    [ ]  (1)  Age/Service conditions. (Choose one or more of a. through d. as
              applicable):

          [ ]  a.  Age. The Participant has attained age             .
                                                         ------------

          [ ]  b.  Two-year allocations. The Plan Administrator has allocated
                   the contributions to be distributed for a period of not
                   less than              Plan Years before the distribution

                             ------------
                   date. [Note: The minimum number of years is 2.]

          [ ]  c.  Five years of participation. The Participant has
                   participated in the Plan for at least      Plan Years.
                                                         -----
                   [Note: The minimum number of years is 5.]

          [ ]  d.  Vested. The Participant is        % Vested in his/her
                                              -------
                   Account Balance. See Plan Section 5.03(A). [Note: If an
                   Employer makes more than one election under Section
                   6.01(n)(1), a Participant must satisfy all conditions
                   before the Participant is eligible for the distribution.]

    [ ]  (2)  Hardship. The Participant has incurred a hardship in accordance
              with Plan Section 6.09.

    [ ]  (3)  Hardship (safe harbor hardship rule). The Participant has
              incurred a hardship in accordance with Plan Sections 6.09 and
              14.11(A).

    [ ]  (4)  Disability. The Participant has incurred a Disability.

    [ ]  (5)  Designated condition. The Participant has satisfied the
              following condition(s):             .
                                     -------------
              [Note: Any designated condition(s) must be the same for all
              Participants, be definitely determinable and not discriminate in
              favor of Highly Compensated Employees.]

[X]  (o)  Participant contributions. Distribution of all or any portion of a
          Participant's Account Balance attributable to the following
          Participant contributions described in Plan Section 4.01: (Choose
          one of (1), (2) or (3))

    [ ]  (1)  All Participant contributions.

    [ ]  (2)  Employee contributions only.

    [X]  (3)  Rollover contributions only.

Participant loan default/offset. See Section 6.08 of the Plan.

26.    DISTRIBUTION METHOD (6.03). A separated Participant whose Vested
Account Balance exceeds $5,000 may elect distribution under one of the
following method(s) of distribution described in Plan Section 6.03: (Choose
one or more of (a) through (d) as applicable)

[X]  (a)  Lump sum.

[ ]  (b)  Installments.

[X]  (c)  Installments for required minimum distributions only.

[ ]  (d)  Annuity distribution option(s):              .
                                         --------------
          [Note: Any optional method of distribution may not be subject to
          Employer, Plan Administrator or Trustee discretion.]


                                      13

<PAGE>



27.   JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor
annuity distribution requirements of Plan Section 6.04: (Choose one of (a) or
(b))

[X]  (a)  Profit sharing plan exception. Do not apply to a Participant, unless
          the Participant is a Participant described in Section 6.04(H) of the
          Plan.

[ ]  (b)  Applicable. Apply to all Participants.

                                ARTICLE IX
       PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

28.   ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of
contribution provided under the Plan, the Plan allocates net income, gain or
loss using the following method: (Choose one or more of (a) through (e) as
applicable)

[X]  (a)  Deferral contributions/Employee contributions. (Choose one or more
          of (1) through (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [ ]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [X]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period 50% of the
              contributions made during the following valuation period:  Plan
              Year quarter.

    [ ]  (5)  Individual account method. Allocate using the individual account
              method. See Plan Section 9.08.

          [ ] (b) Matching contributions. (Choose one or more of (1) through
                  (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [ ]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [ ]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period      % of the
                                                               -----
              contributions made during the following valuation period:      .
                                                                       ------

    [ ]  (5)  Individual account method. Allocate using the individual account
              method.  See Plan Section 9.08.

[X]  (c)  Employer nonelective contributions. (Choose one or more of
          (1) through (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [X]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [ ]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period       % of the
                                                               ------
              contributions made during the following valuation period:      .
                                                                       ------

    [ ]  (5)  Individual account method. Allocate using the individual account
              method. See Plan Section 9.08.


                                      14

<PAGE>



[X]  (d)  Specified method. Allocate pursuant to the following method:  For
          Rollover contributions the Plan allocates net income, gain or loss
          using the balance forward method with adjustment.  The Plan will
          treat as part of the relevant account at the beginning of the
          valuation period 50% of the Rollover contributions made during the
          quarter by valuation periods.
          [Note: The specified method must be a definite predetermined formula
          which is not based on Compensation, which satisfies the
          nondiscrimination requirements of Treas. Reg. Section 1.401(a)(4)
and which
          is applied uniformly to all Participants.]

[ ]  (e)  Interest rate factor. In accordance with Plan Section 9.08(E), the
          Plan includes interest at the following rate on distributions made
          more than 90 days after the most recent valuation date:           .
                                                                 -----------

                                    ARTICLE X
                   TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

29.   INVESTMENT POWERS (10.03). The following additional investment options
or limitations apply under Plan Section 10.03:  N/A. [Note: Enter "N/A" if not
applicable.]

30.   VALUATION OF TRUST (10.15). In addition to the last day of the Plan
Year, the Trustee must value the Trust Fund on the following valuation
date(s): (Choose one of (a) through (d))

[ ]  (a)  Daily valuation dates. Each business day of the Plan Year on which
          Plan assets for which there is an established market are valued and
          the Trustee is conducting business.

[X]  (b)  Last day of a specified period. The last day of each quarter of the
          Plan Year.

[ ]  (c)  Specified dates:             .
                           ------------

[ ]  (d)  No additional valuation dates.

                                      15

<PAGE>



                               Execution Page

     The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee
(and Custodian, if applicable) has signified its acceptance, on: 23rd of April
2002.

                              Name of Employer:   Timberland Bank
                              Employer's EIN:     91-0260220
                              Signed:/s/ Dean J. Brydon
                                     -------------------------------------
                                     Dean J. Brydon, CFO
                                     -------------------------------------
                                                              [Name/Title]
                              Name(s) of Trustee:
                                         U.S. Bank, N.A
                                     -------------------------------------
                                      /s/ Paul Schea
                                     -------------------------------------
                                     Paul Schea, VP
                                     -------------------------------------

                              Trust EIN (Optional):

                                     -------------------------------------

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]
                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

                              Name of Custodian (Optional):

                                     -------------------------------------

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

31.   Plan Number. The 3-digit plan number the Employer assigns to this Plan
for ERISA reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic
plan document referenced by its document number on Adoption Agreement page
one.

Execution for Page Substitution Amendment Only. If this paragraph is
completed, this Execution Page documents an amendment to Adoption Agreement
Section(s)                 effective                         , by substitute
          -----------------           -----------------------
Adoption Agreement page number(s)               .
                                  --------------

Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first
page of the basic plan document will notify all adopting employers of any
amendment of this Prototype Plan or of any abandonment or discontinuance by
the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For
inquiries regarding the adoption of the Prototype Plan, the Prototype Plan
Sponsor's intended meaning of any Plan provisions or the effect of the opinion
letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan
Sponsor at the following address and telephone number: 11808 Northup Way
#W301, Bellevue, WA 98005 (425) 803-0281

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained
from the IRS an opinion letter specifying the form of this Adoption Agreement
and the basic plan document satisfy, as of the date of the opinion letter,
Code Section 401. An adopting Employer may rely on the Prototype Sponsor's IRS
opinion letter only to the extent provided in Announcement 2001-77, 2001-30
I.R.B. The Employer may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter and in Announcement 2001-77. In order to have
reliance in such circumstances or with respect to such qualification
requirements, the Employer must apply for a determination letter to Employee
Plans Determinations of the Internal Revenue Service.

                                      16

<PAGE>



                                  APPENDIX A
                   TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM

32.  The following testing elections and special effective dates apply:
(Choose one or more of (a) through (n) as applicable)

[ ]  (a)  Highly Compensated Employee (1.14). For Plan Years beginning after
                 , the Employer makes the following election(s) regarding the
          -------
          definition of Highly Compensated Employee:
             (1)  [ ]  Top paid group election.
             (2)  [ ]  Calendar year data election (fiscal year plan).

[ ]  (b)  401(k) current year testing. The Employer will apply the current
          year testing method in applying the ADP and ACP tests effective for
          Plan Years beginning after:             . [Note: For Plan Years
                                     -------------
          beginning on or after the Employer's execution of its "GUST"
          restatement, the Employer must use the same testing method within
          the same Plan Year for both the ADP and ACP tests.]

[X]  (c)  Compensation. The Compensation definition under Section 1.07 will
          apply for Plan Years beginning after: September 30, 2001.

[ ]  (d)  Election not to participate. The election not to participate under
          Section 2.06 is effective:             .
                                    -------------

[X]  (e)  401(k) safe harbor. The 401(k) safe harbor provisions under Section
          3.01(d) are effective: October 1, 2002.

[ ]  (f)  Negative election. The negative election provision under Section
          3.02(b) is effective:             .
                               -------------

[ ]  (g)  Contribution/allocation formula. The specified contribution(s) and
          allocation method(s) under Sections 3.01 and 3.04 are effective:
                   .
          ---------

[ ]  (h)  Allocation conditions. The allocation conditions of Section 3.06 are
          effective:             .
                    -------------

[ ]  (i)  Benefit payment elections. The distribution elections of Section(s)
          are effective:             .
                        -------------

[ ]  (j)  Election to continue pre-SBJPA required beginning date.  A
          Participant may not elect to defer commencement of the distribution
          of his/her Vested Account Balance beyond the April 1 following the
          calendar year in which the Participant attains age 70 1/2. See Plan
          Section 6.02(A).

[ ]  (k)  Elimination of age 70 1/2 in-service distributions. The Plan
          eliminates a Participant's (other than a more than 5% owner) right
          to receive in-service distributions on April 1 of the calendar year
          following the year in which the Participant attains age 70 1/2 for
          Plan Years beginning after:             .
                                     -------------

[ ]  (l)  Allocation of earnings. The earnings allocation provisions under
          Section 9.08 are effective:             .
                                     -------------

[ ]  (m)  Elimination of optional forms of benefit. The Employer elects
          prospectively to eliminate the following optional forms of benefit:
          (Choose one or more of (1), (2) and (3) as applicable)

    [ ]  (1)  QJSA and QPSA benefits as described in Plan Sections 6.04, 6.05
              and 6.06 effective:             .
                                 -------------

    [ ]  (2) Installment distributions as described in Section 6.03 effective:
                       .
             ----------

    [ ]  (3)  Other optional forms of benefit (Any election to eliminate must
              be consistent with Treas. Reg. Section 1.411(d)-4) :
..
                                                           -------------

[X]  (n)  Special effective date(s): (1) Deferral Contributions permitted
          under Section 3.01(a) are effective for Play Years beginning
          October 1, 2000.  (2) The limitation on amount of Deferral
          Contributions specified under Section 3.02(a)(3) is effective for
          Plan Years beginning October 1, 2002.

     For periods prior to the above-specified special effective date(s), the
Plan terms in effect prior to its restatement under this Adoption Agreement
will control for purposes of the designated provisions. A special effective
date may not result in the delay of a Plan provision beyond the permissible
effective date under any applicable law.

                                      17

<PAGE>



                                 APPENDIX B
                GUST Remedial Amendment Period Elections

33.   The following GUST restatement elections apply: (Choose one or more of
(a) through (j) as applicable)

[ ]  (a)  Highly Compensated Employee elections. The Employer makes the
          following remedial amendment period elections with respect to the
          Highly Compensated Employee definition:

   (1) 1997: [ ] Top paid group election.   [ ] Calendar year election.
             [ ] Calendar year data election.
   (2) 1998: [ ] Top paid group election.   [ ] Calendar year data election.
   (3) 1999: [ ] Top paid group election.   [ ] Calendar year data election.
   (4) 2000: [ ] Top paid group election.   [ ] Calendar year data election.
   (5) 2001: [ ] Top paid group election.   [ ] Calendar year data election.
   (6) 2002: [ ] Top paid group election.   [ ] Calendar year data election.

[X]  (b)  401(k) testing methods. The Employer makes the following remedial
          amendment period elections with respect to the ADP test and the ACP
          test: [Note: The Employer may use a different testing method for the
          ADP and ACP tests through the end of the Plan Year in which the
          Employer executes its GUST restated Plan.]

                    ADP test                          ACP test
(1) 1997: [ ]prior year [ ]current year   1997: [ ]prior year [ ]current year
(2) 1998: [ ]prior year [ ]current year   1998: [ ]prior year [ ]current year
(3) 1999: [ ]prior year [ ]current year   1999: [ ]prior year [ ]current year
(4) 2000: [X]prior year [ ]current year   2000: [ ]prior year [ ]current year
(5) 2001: [X]prior year [ ]current year   2001: [ ]prior year [ ]current year
(6) 2002: [ ]prior year [ ]current year   2002: [ ]prior year [ ]current year

[ ]  (c)  Delayed application of SBJPA required beginning date. The Employer
          elects to delay the effective date for the required beginning date
          provision of Plan Section 6.02 until Plan Years beginning after:
                     .
          -----------

[ ]  (d)  Model Amendment for required minimum distributions. The Employer
          adopts the IRS Model Amendment in Plan Section 6.02(E) effective
                      . [Note: The date must not be earlier than January 1,
          ------------
          2001.]

Defined Benefit Limitation

[ ]  (e)  Code Section 415(e) repeal. The repeal of the Code Section 415(e)
limitation is
          effective for Limitation Years beginning after             . [Note:
                                                         ------------
          If the Employer does not make an election under (e), the repeal is
          effective for Limitation Years beginning after December 31, 1999.]

Code Section 415(e) limitation. To the extent necessary to satisfy the
limitation under Plan Section 3.17 for Limitation Years beginning prior to the
repeal of Code Section 415(e), the Employer will reduce: (Choose one of (f) or
(g))

[ ]  (f)  The Participant's projected annual benefit under the defined benefit
          plan.

[ ]  (g)  The Employer's contribution or allocation on behalf of the
          Participant to the defined contribution plan and then, if
          necessary, the Participant's projected annual benefit under the
          defined benefit plan.

Coordination with top-heavy minimum allocation. The Plan Administrator will
apply the top-heavy minimum allocation provisions of Article XII with the
following modifications: (Choose (h) or choose (i) or (j) or both as
applicable)

[ ]  (h)  No modifications.

[ ]  (i)  For Non-Key Employees participating only in this Plan, the top-heavy
          minimum allocation is the minimum allocation determined by
          substituting         % (not less than 4%) for "3%," except: (Choose
                       --------
          one of (1) or (2))
    [ ]  (1)  No exceptions.
    [ ]  (2)  Plan Years in which the top-heavy ratio exceeds 90%.

[ ]  (j)  For Non-Key Employees also participating in the defined benefit
          plan, the top-heavy minimum is: (Choose one of (1) or (2))
    [ ]  (1)  5% of Compensation irrespective of the contribution rate of any
              Key Employee: (Choose one of a. or b.)
          [ ] a. No exceptions.
          [ ] b. Substituting "7 1/2%" for "5%" if the top-heavy ratio does
                 not exceed 90%.
    [ ]  (2)  0%. [Note: The defined benefit plan must satisfy the top-heavy
              minimum benefit requirement for these Non-Key Employees.]

Actuarial assumptions for top-heavy calculation. To determine the top-heavy
ratio, the Plan Administrator will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
          .
----------

                                      18

<PAGE>



                    CHECKLIST OF EMPLOYER INFORMATION
                  AND EMPLOYER ADMINISTRATIVE ELECTIONS

Commencing with the 2001 Plan Year

     The Prototype Plan permits the Employer to make certain administrative
elections not reflected in the Adoption Agreement. This form lists those
administrative elections and provides a means of recording the Employer's
elections. This checklist is not part of the Plan document

34.   Employer Information.
Timberland Bank
-----------------------------------------------------------------------------
[Employer Name]
P.O. Box 697
-----------------------------------------------------------------------------
[Address]
Hoquiam, Washington 98550                 (360) 533-4745
----------------------------------        -----------------------------------
[City, State and Zip Code]                [Telephone Number]

35.   Form of Business.

    (a) [X] Corporation                  (b) [ ] S Corporation
    (c) [ ] Limited Liability Company    (d) [ ] Sole Proprietorship
    (e) [ ] Partnership                  (f) [ ]
                                                 -------------

36.   Section 1.07(F) - Nondiscriminatory definition of Compensation. When
testing nondiscrimination under the Plan, the Plan permits the Employer to
make elections regarding the definition of Compensation. [Note: This election
solely is for purposes of nondiscrimination testing. The election does not
affect the Employer's elections under Section 1.07 which apply for purposes of
allocating Employer contributions and Participant forfeitures.]

(a)  [X]  The Plan will "gross up" Compensation for Elective Contributions.

(b)  [ ]  The Plan will exclude Elective Contributions.

37.   Section 4.04 - Rollover contributions.

(a)  [X]  The Plan accepts rollover contributions.

(b)  [ ]  The Plan does not accept rollover contributions.

38.   Section 8.06 - Participant direction of investment/404(c). The Plan
authorizes Participant direction of investment with Trustee consent. If the
Trustee permits Participant direction of investment, the Employer and the
Trustee should adopt a policy which establishes the applicable conditions and
limitations, including whether they intend the Plan to comply with ERISA
Section 404(c).

(a)  [ ]  The Plan permits Participant direction of investment and is a 404(c)
          plan.

(b)  [X]  The Plan does not permit Participant direction of investment or is a
          non-404(c) plan.

39.   Section 9.04[A] - Participant loans. The Plan authorizes the Plan
Administrator to adopt a written loan policy to permit Participant loans.

(a)  [ ]  The Plan permits Participant loans subject to the following
          conditions:

    (1)  [ ]  Minimum loan amount: $        .
                                   --------

    (2)  [ ]  Maximum number of outstanding loans:              .
                                                  --------------

    (3)  [ ]  Reasons for which a Participant may request a loan:
          a.  [ ]  Any purpose.
          b.  [ ]  Hardship events.
          c.  [ ]  Other:              .
                         --------------
    (4)  [ ]  Suspension of loan repayments:
          a.  [ ]  Not permitted.
          b.  [ ]  Permitted for non-military leave of absence.
          c.  [ ]  Permitted for military service leave of absence.
    (5)  [ ]  The Participant must be a party in interest.

(b)  [X]  The Plan does not permit Participant loans.

40.   Section 11.01 - Life insurance. The Plan with Employer approval
authorizes the Trustee to acquire life insurance.

(a)  [ ]  The Plan will invest in life insurance contracts.

(b)  [X]  The Plan will not invest in life insurance contracts.

41.   Surety bond company:              . Surety bond amount:  $
                          --------------                        --------

                                      19

<PAGE>



                                   EGTRRA
                              AMENDMENT TO THE

                              TIMBERLAND BANK
                        401(K) PROFIT SHARING PLAN

<PAGE>



                                    ARTICLE I
                                    PREAMBLE

1.1   Adoption and effective date of amendment. This amendment of the plan is
      adopted to reflect certain provisions of the Economic Growth and Tax
      Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended
      as good faith compliance with the requirements of EGTRRA and is to be
      construed in accordance with EGTRRA and guidance issued thereunder.
      Except as otherwise provided, this amendment shall be effective as of
      the first day of the first plan year beginning after December 31, 2001.

1.2   Adoption by prototype sponsor. Except as otherwise provided herein,
      pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to
      the corresponding provision in Revenue Procedure 89-9 or Revenue
      Procedure 89-13), the sponsor hereby adopts this amendment on behalf of
      all adopting employers.

1.3   Supersession of inconsistent provisions. This amendment shall supersede
      the provisions of the plan to the extent those provisions are
      inconsistent with the provisions of this amendment.

                                  ARTICLE II
                        ADOPTION AGREEMENT ELECTIONS
-----------------------------------------------------------------------------
The questions in this Article II only need to be completed in order to
override the default provisions set forth below. If all of the default
provisions will apply, then these questions should be skipped.

Unless the employer elects otherwise in this Article II, the following
defaults apply:
1)  The vesting schedule for matching contributions will be a 6 year graded
    schedule (if the plan currently has a graded schedule that does not
    satisfy EGTRRA) or a 3 year cliff schedule (if the plan currently has a
    cliff schedule that does not satisfy EGTRRA), and such schedule will apply
    to all matching contributions (even those made prior to 2002).
2)  Rollovers are automatically excluded in determining whether the $5,000
    threshold has been exceeded for automatic cash-outs (if the plan is not
    subject to the qualified joint and survivor annuity rules and provides
    for automatic cash-outs). This is applied to all participants regardless
    of when the distributable event occurred.
3)  The suspension period after a hardship distribution is made will be 6
    months and this will only apply to hardship distributions made after 2001.
4)  Catch-up contributions will be allowed.
5)  For target benefit plans, the increased compensation limit of $200,000
    will be applied retroactively (i.e., to years prior to 2002).

-----------------------------------------------------------------------------

2.1   Vesting Schedule for Matching Contributions

      If there are matching contributions subject to a vesting schedule that
      does not satisfy EGTRRA, then unless otherwise elected below, for
      participants who complete an hour of service in a plan year beginning
      after December 31, 2001, the following vesting schedule will apply to
      all matching contributions subject to a vesting schedule:

      If the plan has a graded vesting schedule (i.e., the vesting schedule
      includes a vested percentage that is more than 0% and less than 100%)
      the following will apply:

           Years of vesting service        Nonforfeitable percentage

                     2                                20%
                     3                                40%
                     4                                60%
                     5                                80%
                     6                               100%

      If the plan does not have a graded vesting schedule, then matching
      contributions will be nonforfeitable upon the completion of 3 years of
      vesting service.

      In lieu of the above vesting schedule, the employer elects the following
      schedule:
      a.  [ ]  3 year cliff (a participant's accrued benefit derived from
               employer matching contributions shall be nonforfeitable upon
               the participant's completion of three years of vesting
               service).
      b.  [ ]  6 year graded schedule (20% after 2 years of vesting service
               and an additional 20% for each year thereafter).
      c.  [ ]  Other (must be at least as liberal as a. or the b. above):


                                              1

<PAGE>



            Years of vesting service        Nonforfeitable percentage

                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%

      The vesting schedule set forth herein shall only apply to participants
      who complete an hour of service in a plan year beginning after December
      31, 2001, and, unless the option below is elected, shall apply to all
      matching contributions subject to a vesting schedule.
      d.  [ ] The vesting schedule will only apply to matching contributions
              made in plan years beginning after December 31, 2001 (the prior
              schedule will apply to matching contributions made in prior plan
              years).

2.2   Exclusion of Rollovers in Application of Involuntary Cash-out Provisions
      (for profit sharing and 401(k) plans only). If the plan is not subject
      to the qualified joint and survivor annuity rules and includes
      involuntary cash-out provisions, then unless one of the options below is
      elected, effective for distributions made after December 31, 2001,
      rollover contributions will be excluded in determining the value of the
      participant's nonforfeitable account balance for purposes of the plan's
      involuntary cash-out rules.
      a.  [ ]  Rollover contributions will not be excluded.
      b.  [ ]  Rollover contributions will be excluded only with respect to
               distributions made after             . (Enter a date no earlier
                                        ------------
               than December 31, 2001.)
      c.  [ ]  Rollover contributions will only be excluded with respect to
               participants who separated from service after             .
                                                             ------------
               (Enter a date. The date may be earlier than December 31, 2001.)

2.3   Suspension period of hardship distributions.  If the plan provides for
      hardship distributions upon satisfaction of the safe harbor (deemed)
      standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
      then, unless the option below is elected, the suspension period
      following a hardship distribution shall only apply to hardship
      distributions made after December 31, 2001.
      [ ]  With regard to hardship distributions made during 2001, a
           participant shall be prohibited from making elective deferrals and
           employee contributions under this and all other plans until the
           later of January 1, 2002, or 6 months after receipt of the
           distribution.

2.4   Catch-up contributions (for 401(k) profit sharing plans only): The plan
      permits catch-up contributions (Article VI) unless the option below is
      elected.
      [ ]  The plan does not permit catch-up contributions to be made.

2.5   For target benefit plans only: The increased compensation limit
      ($200,000 limit) shall apply to years prior to 2002 unless the option
      below is elected.
      [ ]  The increased compensation limit will not apply to years prior to
           2002.

                                 ARTICLE III
                      VESTING OF MATCHING CONTRIBUTIONS

3.1   Applicability. This Article shall apply to participants who complete an
      Hour of Service after December 31, 2001, with respect to accrued
      benefits derived from employer matching contributions made in plan years
      beginning after December 31, 2001. Unless otherwise elected by the
      employer in Section 2.1 above, this Article shall also apply to all such
      participants with respect to accrued benefits derived from employer
      matching contributions made in plan years beginning prior to January 1,
      2002.

3.2   Vesting schedule. A participant's accrued benefit derived from employer
      matching contributions shall vest as provided in Section 2.1 of this
      amendment.

                                   ARTICLE IV
                             INVOLUNTARY CASH-OUTS

4.1   Applicability and effective date. If the plan provides for involuntary
      cash-outs of amounts less than $5,000, then unless otherwise elected in
      Section 2.2 of this amendment, this Article shall apply for
      distributions made after December 31, 2001, and shall apply to all
      participants. However, regardless of the preceding, this Article shall
      not apply if the plan is subject to the qualified joint and survivor
      annuity requirements of Sections 401(a)(11) and 417 of the Code.

4.2   Rollovers disregarded in determining value of account balance for
      involuntary distributions. For purposes of the Sections of the plan that
      provide for the involuntary distribution of vested accrued benefits of
      $5,000 or less, the value of a participant's nonforfeitable account
      balance shall be determined without regard to that portion of the
      account balance that is attributable to rollover contributions (and
      earnings allocable thereto) within the meaning of Sections 402(c),
      403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
      the value of the participant's nonforfeitable account balance as so
      determined is $5,000 or less, then the plan shall immediately distribute
      the

                                      2

<PAGE>



      participant's entire nonforfeitable account balance.

                                  ARTICLE V
                           HARDSHIP DISTRIBUTIONS

5.1   Applicability and effective date. If the plan provides for hardship
      distributions upon satisfaction of the safe harbor (deemed) standards as
      set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
      shall apply for calendar years beginning after 2001.

5.2   Suspension period following hardship distribution. A participant who
      receives a distribution of elective deferrals after December 31, 2001,
      on account of hardship shall be prohibited from making elective
      deferrals and employee contributions under this and all other plans of
      the employer for 6 months after receipt of the distribution.
      Furthermore, if elected by the employer in Section 2.3 of this
      amendment, a participant who receives a distribution of elective
      deferrals in calendar year 2001 on account of hardship shall be
      prohibited from making elective deferrals and employee contributions
      under this and all other plans until the later of January 1, 2002, or 6
      months after receipt of the distribution.

                                   ARTICLE VI
                            CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under
this plan and who have attained age 50 before the close of the plan year shall
be eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Section 414(v) of the Code. Such catch-up contributions
shall not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                     ARTICLE VII
                          INCREASE IN COMPENSATION LIMIT

Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning
after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.
Annual compensation means compensation during the plan year or such other
consecutive 12-month period over which compensation is otherwise determined
under the plan (the determination period). If this is a target benefit plan,
then except as otherwise elected in Section 2.5 of this amendment, for
purposes of determining benefit accruals in a plan year beginning after
December 31, 2001, compensation for any prior determination period shall be
limited to $200,000. The cost-of-living adjustment in effect for a calendar
year applies to annual compensation for the determination period that begins
with or within such calendar year.

                                    ARTICLE VIII
                                     PLAN LOANS

Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                     ARTICLE IX
               LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1   Effective date. This Section shall be effective for limitation years
      beginning after December 31, 2001.

9.2   Maximum annual addition. Except to the extent permitted under Article VI
      of this amendment and Section 414(v) of the Code, if applicable, the
      annual addition that may be contributed or allocated to a participant's
      account under the plan for any limitation year shall not exceed the
      lesser of:

      a.  $40,000, as adjusted for increases in the cost-of-living under
          Section 415(d) of the Code, or

      b.  100 percent of the participant's compensation, within the meaning of
          Section 415(c)(3) of the Code, for the limitation year.

      The compensation limit referred to in b. shall not apply to any
      contribution for medical benefits after separation from service
      (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code)
      which is otherwise treated as an annual addition.

                                  ARTICLE X
                       MODIFICATION OF TOP-HEAVY RULES

10.1   Effective date. This Article shall apply for purposes of determining
       whether the plan is a top-heavy plan under

                                      3

<PAGE>



       Section 416(g) of the Code for plan years beginning after December 31,
       2001, and whether the plan satisfies the minimum benefits requirements
       of Section 416(c) of the Code for such years. This Article amends the
       top-heavy provisions of the plan.

10.2   Determination of top-heavy status.

10.2.1 Key employee. Key employee means any employee or former employee
       (including any deceased employee) who at any time during the plan year
       that includes the determination date was an officer of the employer
       having annual compensation greater than $130,000 (as adjusted under
       Section 416(i)(1) of the Code for plan years beginning after December
       31, 2002), a 5-percent owner of the employer, or a 1-percent owner of
       the employer having annual compensation of more than $150,000.  For
       this purpose, annual compensation means 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 with Section 416(i)(1) of the Code
       and the applicable regulations and other guidance of general
       applicability issued thereunder.

10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
       apply for purposes of determining the present values of accrued
       benefits and the amounts of account balances of employees as of the
       determination date.

       a.  Distributions during year ending on the determination date. The
           present values of accrued benefits and the amounts of account
           balances of an employee as of the determination date shall be
           increased by the distributions made with respect to the employee
           under the plan and any plan aggregated with the plan under
           Section 416(g)(2) of the Code during the 1-year period ending on
           the determination date. The preceding sentence shall also apply to
           distributions under a terminated plan which, had it not been
           terminated, would have been aggregated with the plan under Section
           416(g)(2)(A)(i) of the Code. In the case of a distribution made for
           a reason other than separation from service, death, or disability,
           this provision shall be applied by substituting "5-year period" for
           "1-year period."

       b.  Employees not performing services during year ending on the
           determination date. The accrued benefits and accounts of any
           individual who has not performed services for the employer during
           the 1-year period ending on the determination date shall not be
           taken into account.

10.3   Minimum benefits.

10.3.1 Matching contributions. Employer matching contributions shall be taken
       into account for purposes of satisfying the minimum contribution
       requirements of Section 416(c)(2) of the Code and the plan. The
       preceding sentence shall apply with respect to matching contributions
       under the plan or, if the plan provides that the minimum contribution
       requirement shall be met in another plan, such other plan. Employer
       matching contributions that are used to satisfy the minimum
       contribution requirements shall be treated as matching contributions
       for purposes of the actual contribution percentage test and other
       requirements of Section 401(m) of the Code.

10.3.2 Contributions under other plans. The employer may provide, in an
       addendum to this amendment, that the minimum benefit requirement shall
       be met in another plan (including another plan that consists solely of
       a cash or deferred arrangement which meets the requirements of Section
       401(k)(12) of the Code and matching contributions with respect to
       which the requirements of Section 401(m)(11) of the Code are met). The
       addendum should include the name of the other plan, the minimum benefit
       that will be provided under such other plan, and the employees who will
       receive the minimum benefit under such other plan.

                                  ARTICLE XI
                               DIRECT ROLLOVERS

11.1   Effective date. This Article shall apply to distributions made after
       December 31, 2001.

11.2   Modification of definition of eligible retirement plan. For purposes of
       the direct rollover provisions of the plan, an eligible retirement plan
       shall also mean an annuity contract described in Section 403(b) of the
       Code and an eligible 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 state or political subdivision of a state and
       which agrees to separately account for amounts transferred into such
       plan from this plan. The definition of eligible retirement plan shall
       also apply in the case of a distribution to a surviving spouse, or to a
       spouse or former spouse who is the alternate payee under a qualified
       domestic relation order, as defined in Section 414(p) of the Code.

11.3   Modification of definition of eligible rollover distribution to exclude
       hardship distributions. For purposes of the direct rollover provisions
       of the plan, any amount that is distributed on account of hardship
       shall not be an eligible rollover distribution and the distributee may
       not elect to have any portion of such a distribution paid directly to
       an eligible retirement plan.

11.4   Modification of definition of eligible rollover distribution to include
       after-tax employee contributions. For purposes of the direct rollover
       provisions in the plan, a portion of a distribution shall not fail to
       be an eligible rollover distribution merely because the portion
       consists of after-tax employee contributions which are not includible
       in gross income.

                                      4

<PAGE>



       However, such portion may be transferred only to an individual
       retirement account or annuity described in Section 408(a) or (b) of the
       Code, or to a qualified defined contribution plan described in Section
       401(a) or 403(a) of the Code that agrees to separately account for
       amounts so transferred, including separately accounting for the portion
       of such distribution which is includible in gross income and the
       portion of such distribution which is not so includible.

                                ARTICLE XII
                       ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that
may be accepted by this plan.

                              ARTICLE XIII
                      REPEAL OF MULTIPLE USE TEST

Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                               ARTICLE XIV
                           ELECTIVE DEFERRALS

14.1   Elective Deferrals - Contribution Limitation. No participant shall be
       permitted to have elective deferrals made under this plan, or any other
       qualified plan maintained by the employer during any taxable year, in
       excess of the dollar limitation contained in Section 402(g) of the Code
       in effect for such taxable year, except to the extent permitted under
       Article VI of this amendment and Section 414(v) of the Code, if
       applicable.

14.2   Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
       SIMPLE 401(k) plan, then except to the extent permitted under Article
       VI of this amendment and Section 414(v) of the Code, if applicable, the
       maximum salary reduction contribution that can be made to this plan is
       the amount determined under Section 408(p)(2)(A)(ii) of the Code for
       the calendar year.

                                ARTICLE XV
                       SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement
which meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.

                                ARTICLE XVI
                DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1   Effective date. This Article shall apply for distributions and
       transactions made after December 31, 2001, regardless of when the
       severance of employment occurred.

16.2   New distributable event. A participant's elective deferrals, qualified
       nonelective contributions, qualified matching contributions, and
       earnings attributable to these contributions shall be distributed on
       account of the participant's severance from employment. However, such a
       distribution shall be subject to the other provisions of the plan
       regarding distributions, other than provisions that require a
       separation from service before such amounts may be distributed.


This amendment has been executed this 23rd  day of     April       , 2002.
                                      -----        ---------------  -----

Name of Employer: Timberland Bank
                 ---------------------

By: /s/ Dean J. Brydon
   -----------------------------------
                EMPLOYER

Name of Plan: Timberland Bank 401(k) Profit Sharing Plan

                                      6

<PAGE>
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{"company-data": {"conformed-name": "TIMBERLAND BANCORP INC", "cik": "0001046050", "assigned-sic": "6036", "irs-number": "911863696", "state-of-incorporation": "WA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116163", "film-number": "04849136"}, "business-address": {"street1": "624 SIMPSON AVE", "city": "HOQUIAM", "state": "WA", "zip": "98550", "phone": "3605334747"}, "mail-address": {"street1": "624 SIMPSON AVE", "city": "HOQUIAM", "state": "WA", "zip": "98550"}}
As filed with the Securities and Exchange Commission on June 4, 2004

                                      Registration Statement No. 333-
                                                                      -------

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          TIMBERLAND BANCORP, INC.
-----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

Washington                                           91-1863696
-----------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

624 Simpson Avenue, Hoquiam, Washington                     98550
-----------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip code)

                 Timberland Bank 401(k) Profit Sharing Plan
                Timberland Bancorp, Inc. 2003 Stock Option Plan
-----------------------------------------------------------------------------
                          (Full title of the plan)

       Dean J. Brydon                    John F. Breyer, Jr., Esquire
   Chief Financial Officer               Kristin M. Pechinsky, Esquire
   Timberland Bancorp, Inc.                  Breyer & Associates PC
     624 Simpson Avenue                 8180 Greensboro Drive, Suite 785
  Hoquiam, Washington 98550                   McLean, Virginia 22102
       (360) 533-4747                             (703) 883-1100
-----------------------------------------------------------------------------
       (Name, address and telephone number of agent for service)

                    CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of sec-                  Proposed maximum   Proposed maximum   Amount of
 urities to       Amount to      offering price        aggregate     registra-
be registered   be registered      per share (1)    offering price   tion fee
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share         250,000(2)         $22.47          $5,617,500      $  712
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share         150,000(3)         $22.47          $3,370,500      $  427
------------------------------------------------------------------------------
TOTAL              400,000            $22.47          $8,988,000      $1,139
------------------------------------------------------------------------------
(1)  Estimated in accordance with Rule 457(h), calculated on the basis of
     $22.47 per share, the average of the high and low share prices of the
     registrant's common stock on the Nasdaq National Market on May 27, 2004.
(2)  Estimated maximum aggregate number of shares of the registrant's common
     stock purchasable with employee and employer contributions under the
     Timberland Bank 401(k) Profit Sharing Plan during the next 36 months.  In
     addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of interests
     to be offered or sold pursuant to the employee benefit plan described
     herein, as well as an indeterminate number of additional shares which may
     be necessary to adjust the number of shares reserved for issuance
     pursuant to the Timberland Bank 401(k) Profit Sharing Plan as a result of
     a stock split, stock dividend or similar adjustment of the outstanding
     common stock of the registrant.
(3)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant
     to the Timberland Bancorp, Inc. 2003 Stock Option Plan as a result of a
     stock split, stock dividend or similar adjustment of the outstanding
     common stock of the registrant.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Timberland Bank 401(k) Profit
Sharing Plan or the Timberland Bancorp, Inc. 2003 Stock Option Plan, as
applicable, as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933.

     Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
-------

     The following documents previously or concurrently filed by Timberland
Bancorp, Inc. (the "Registrant") and the Timberland Bank 401(k) Profit Sharing
Plan (the "401(k) Plan") with the Commission are hereby incorporated by
reference in this Registration Statement:

     (a)  (i)  the Registrant's Annual Report on Form 10-K for the fiscal year
               ended September 30, 2003 (File No. 0-23333) filed pursuant to
               the Securities Exchange Act of 1934;

          (ii) the 401(k) Plan's Annual Report on Form 11-K for the fiscal
               year ended September 30, 2003 (File No. 0-23333) filed pursuant
               to the Securities Exchange Act of 1934;

     (b)  all other reports filed by the Registrant pursuant to Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934 since the end of the
          fiscal year covered by the Annual Report on Form 10-K referred to
          in Item 3(a)(i) above; and

     (c)  the description of the Registrant's common stock, par value $0.01
          per share, set forth in the Registrant's Registration Statement on
          Form 8-A, registering the Registrant's common stock, pursuant
          to Section 12(g) of the Securities Exchange Act of 1934, filed as of
          November 11, 1997 and all amendments thereto or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant and the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement to be a part hereof from the
date of the filing of such documents.  Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

     All information appearing in this Registration Statement is qualified in
its entirety by the detailed information, including financial statements,
appearing in the documents incorporated herein by reference.

Item 4.   Description of Securities
-------

          Not Applicable

Item 5.   Interests of Named Experts and Counsel
-------

          Not Applicable

Item 6.   Indemnification of Directors and Officers
-------

     Article XIV of the Registrant's Articles of Incorporation requires
indemnification of any person who is or was a director, officer or agent of
the Registrant and who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason
of the fact that the person is or was an agent of the Registrant, against
expenses, judgments, fines and amounts paid in settlement and incurred by that
person in connection with such action, suit or proceeding.  However, this
indemnity does not apply to: (a) acts or omissions finally adjudged to violate
law; (b) conduct finally adjudged to violate Section 23B.08.310 (relating to
unlawful distributions by the corporation) of the Revised Code of Washington
("RCW") or (c) any transaction with respect to which it was
finally adjudged that the person received a benefit in money, property or
services to which that person was not legally entitled.  Article XIV also
provides for the authority to purchase insurance with respect thereto.

     The Revised Code of Washington provides for indemnification of directors,
officers, employees and agents in certain circumstances.  RCW 23B.08.510
provides that a corporation may indemnify an individual made a party to a
proceeding because the individual is or was a director against liability
incurred in the proceeding if (a) the director acted in good faith, (b) the
director reasonably believed that the director's conduct was in the best
interests of the corporation, or in certain instances, at least not opposed to
its best interests and (c) in the case of any criminal proceeding, the
director had no reasonable cause to believe the director's conduct was
unlawful.  However, a corporation may not indemnify a director under this
section (a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or
(b) in connection with any other proceeding charging improper personal benefit
to the director in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.  RCW 23B.08.520
provides that unless limited by the articles of incorporation, a corporation
must indemnify a director who was wholly successful in the defense of any
proceeding to which the director was a party because of being a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.  RCW 23B.08.540 provides a mechanism for
court-ordered indemnification.

     RCW 23B.08.530 provides that a corporation may pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if (a) the director furnishes a
written affirmation of the director's good faith belief that the director has
met the standard of conduct described in RCW 23B.08.510 and (b) the director
furnishes a written undertaking to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct.

     RCW 23B.08.570 provides that unless a corporation's articles of
incorporation provide otherwise, (1) an officer of the corporation who is not
a director is entitled to mandatory indemnification under RCW 23B.08.520, and
is entitled to apply for court-ordered indemnification under RCW 23B.08.540,
(2) the corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director and (3) a corporation may
also indemnify and advance expenses to an officer, employee, or agent who is
not a director to the extent, consistent with law, that may be provided by its
articles of incorporation, bylaws, general or specific action of its board of
directors or contract.  RCW 23B.08.580 provides that a corporation may
purchase and maintain insurance on behalf of an individual who is or was a
director, officer, employee or agent of the corporation against liability
asserted against or incurred by the individual in that capacity, whether or
not the corporation would have power to indemnify the individual against the
same liability under RCW 23B.08.510 or 23B.08.520.

Item 7.   Exemption From Registration Claimed
-------

          Not Applicable

Item 8.   Exhibits
-------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

Exhibit
Number      Description of Document
--------    -------------------------------------------------------------

4.1         Articles of Incorporation of the Registrant(1)

4.2         Bylaws of the Registrant(1)

4.3         Amendment to Bylaws of the Registrant(2)

4.4         Form of Certificate of Common Stock of the Registrant(1)

 5          Opinion of Breyer & Associates PC
23.1        Consent of McGladrey & Pullen, LLP

23.2        Consent of Breyer & Associates PC (contained in its opinion filed
            as Exhibit 5)

 24         Power of attorney (contained in the signature page of the
            Registration Statement)

99.1        Timberland Bank 401(k) Profit Sharing Plan

99.2        Timberland Bancorp, Inc. 2003 Stock Option Plan(3)

---------------
(1)   Filed as an exhibit to the Registrant's Registration Statement on Form
      S-1 (File No. 333-35817), filed with the Commission on September 17,
      1997, and incorporated herein by reference.
(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
      the fiscal year ended September 30, 2002, and incorporated herein by
      reference.
(3)   Filed as an exhibit to the Registrant's Definitive Annual Meeting Proxy
      Statement for the 2004 Annual Meeting of Shareholders, and incorporated
      herein by reference.

Item 9.   Undertakings
-------

     (a)  The undersigned Registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          2. That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

          3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hoquiam, State of Washington, on May
25, 2004.

                                   TIMBERLAND BANCORP, INC.

                                   By:/s/ Michael R. Sand
                                      -----------------------------------
                                      Michael R. Sand
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Michael R. Sand his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.

Signature               Title                                    Date

/s/ Michael R. Sand     President and Chief Executive Officer    May 25, 2004
----------------------  and Director (Principal Executive
Michael R. Sand         Officer)

/s/ Clarence E. Hamre
----------------------  Chairman of the Board                    May 25, 2004
Clarence E. Hamre

/s/ Dean J. Brydon
----------------------  Chief Financial Officer                  May 25, 2004
Dean J. Brydon          (Principal Financial and Accounting
                        Officer)

/s/ Andrea M. Clinton
----------------------  Director                                 May 25, 2004
Andrea M. Clinton

/s/ Richard R. Morris, Jr.
----------------------  Director                                 May 25, 2004
Richard R. Morris, Jr.

/s/ David A. Smith
----------------------  Director                                 May 25, 2004
David A. Smith

/s/ Harold L. Warren
----------------------  Director                                 May 25, 2004
Harold L. Warren

/s/ Jon C. Parker
----------------------  Director                                 May 25, 2004

Jon C. Parker

/s/ James C. Mason
----------------------  Director                                 May 25, 2004
James C. Mason
/s/ Ronald A. Robbel
----------------------  Director                                 May 25, 2004
Ronald A. Robbel

     The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hoquiam, State of
Washington, on May 25, 2004.

                              TIMBERLAND BANK 401(k) PROFIT SHARING PLAN

                               By:/s/ Dean J. Brydon
                                  --------------------------------------
                                  Dean J. Brydon
                                  Administrator
TIMBERLAND BANCORP, INC.

                               EXHIBIT INDEX

Exhibit
Number       Description of Document
--------     ---------------------------------------------------

  4.1        Articles of Incorporation of the Registrant(1)

  4.2        Bylaws of the Registrant(1)

  4.3        Amendment to Bylaws of the Registrant(2)

  4.4        Form of Certificate of Common Stock of the Registrant(1)

   5         Opinion of Breyer & Associates PC

  23.1       Consent of McGladrey & Pullen, LLP

  23.2       Consent of Breyer & Associates PC (contained in its opinion filed
             as Exhibit 5)

   24        Power of attorney (contained in the signature page of the
             Registration Statement)

  99.1       Timberland Bank 401(k) Profit Sharing Plan

  99.2       Timberland Bancorp, Inc. 2003 Stock Option Plan(3)

---------------
(1)   Filed as an exhibit to the Registrant's Registration Statement on Form
      S-1 (File No. 333-35817), filed with the Commission on September 17,
      1997, and incorporated herein by reference.
(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
      the fiscal year ended September 30, 2002, and incorporated herein by
      reference.
(3)   Filed as an exhibit to the Registrant's Definitive Annual Meeting Proxy
      Statement for the 2004 Annual Meeting of Shareholders, and incorporated
      herein by reference.
Exhibit 5

                    Opinion of Breyer & Associates PC
[Letterhead of Breyer & Associates PC]

                              June 4, 2004

Board of Directors
Timberland Bancorp, Inc.
624 Simpson Avenue
Hoquiam, Washington 98550

Ladies and Gentlemen:

     We have acted as special counsel to Timberland Bancorp, Inc., a
Washington corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of
the Timberland Bank 401(k) Profit Sharing Plan (the "401(k) Plan") and the
Timberland Bancorp, Inc. 2003 Stock Option Plan (the "Option Plan" and with
the 401(k) Plan, the "Plans"), pursuant to the grant or exercise of stock
options ("Options"), all as more fully described in the Registration
Statement.  The Registration Statement also registers an indeterminate number
of additional shares which may be necessary to adjust the number of shares
registered thereby for issuance as the result of a stock split, stock dividend
or similar adjustment of the number of issued and outstanding shares of Common
Stock.  You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.

     We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plans, a specimen stock
certificate evidencing the Common Stock and such other documents and records
as we have deemed necessary for purposes of this opinion.  We are relying upon
the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Company and such other
instruments, certificates and representations of public officials, officers
and representatives of the Company as we have deemed applicable or relevant as
a basis for the opinions set forth below. In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

     For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to contributions made under the 401(k) Plan
will continue to be validly authorized on the dates the Common Stock is issued
pursuant to such contributions, (ii) the shares of Common Stock issuable
pursuant to the exercise of Options will continue to be validly authorized on
the dates the Common Stock is issued pursuant to the exercise of the Options,
(iii) on the dates the Options are exercised, the Options will constitute
valid, legal and binding obligations of the Company and will be enforceable as
to the Company in accordance with their terms (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally), (iv)
no change occurs in applicable law or the pertinent facts, (v) the
contributions are made in accordance with the terms of the Plan, (vi) the
Options are exercised in accordance with the terms of the Plan and any
separate agreement evidencing the grant of such Options pursuant to the Plan
and the exercise price due therefor, if any, is paid in accordance with the
terms thereof and (vii) the provisions of "blue sky" and other securities laws
as may be applicable have been complied with to the extent required.

     Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plans, upon receipt by the Company of any
Board of Directors
Timberland Bancorp, Inc.
June 4, 2004
Page 2

consideration required thereby, as applicable, will be legally issued, fully
paid and non-assessable shares of Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                                Sincerely,

                                /s/ Breyer & Associates PC

                                BREYER & ASSOCIATES PC
Exhibit 23.1

                     Consent of McGladrey & Pullen, LLP
CONSENT OF INDEPENDENT AUDITORS

We consent to incorporation by reference in the Registration Statement on Form
S-8 of Timberland Bancorp, Inc., relating to the Timberland Bank 401(k) Profit
Sharing Plan and the Timberland Bancorp, Inc. 2003 Stock Option Plan, of our
reports dated (i) November 12, 2003, relating to the consolidated balance
sheets of Timberland Bancorp, Inc. and Subsidiaries as of September 30, 2003
and 2002, and the related consolidated statements of income, shareholders'
equity, cash flows and comprehensive income for each of the three years in the
period ended September 30, 2003, which report appears in the Timberland
Bancorp, Inc. Annual Report on Form 10-K for the year ended September 30,
2003, and (ii) December 18, 2003, relating to the statements of net assets
available for benefits of Timberland Bank 401(k) Profit Sharing Plan as of
September 30, 2003 and 2002, and the related statement of changes in net
assets available for benefits for the year ended September 30, 2003, which
report appears in the Timberland Bank 401(k) Profit Sharing Plan Annual Report
on Form 11-K for the year ended September 30, 2003.

/s/ McGladrey & Pullen, LLP

Tacoma, Washington
May 27, 2004
Exhibit 99.1

                    Timberland Bank 401(k) Profit Sharing Plan
TIMBERLAND BANK
                           401(K) PROFIT SHARING PLAN
ADOPTION AGREEMENT #005
                  NONSTANDARDIZED 401(k) PROFIT SHARING PLAN

     The undersigned, Timberland Bank ("Employer"), by executing this Adoption
Agreement, elects to establish a retirement plan and trust ("Plan") under the
Actuarial Planning Group, Inc. (basic plan document #01). The Employer,
subject to the Employer's Adoption Agreement elections, adopts fully the
Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan
document and any attached appendices or addenda, constitute the Employer's
entire plan and trust document. All section references within this Adoption
Agreement are Adoption Agreement section references unless the Adoption
Agreement or the context indicate otherwise. All article references are basic
plan document and Adoption Agreement references as applicable. Numbers in
parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.

                                    ARTICLE I
                                   DEFINITIONS

1.   PLAN (1.21). The name of the Plan as adopted by the Employer is
Timberland Bank 401(k) Profit Sharing Plan.

2.   TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose
one of (a), (b) or (c))

[ ]  (a)  A discretionary Trustee. See Plan Section 10.03[A].

[X]  (b)  A nondiscretionary Trustee. See Plan Section 10.03[B].

[ ]  (c)  A Trustee under a separate trust agreement. See Plan Section
          10.03[G].

3.   EMPLOYEE (1.11). The following Employees are not eligible to participate
in the Plan: (Choose (a) or one or more of (b) through (g) as applicable)

[ ]  (a)  No exclusions.

[X]  (b)  Collective bargaining Employees.

[ ]  (c)  Nonresident aliens.

[ ]  (d)  Leased Employees.

[ ]  (e)  Reclassified Employees.

[ ]  (f)  Classifications:             .
                           ------------

[ ]  (g)  Exclusions by types of contributions. The following
          classification(s) of Employees are not eligible for the specified
          contributions               :
                        --------------

               Employee classification:
                                        -----------------
               Contribution type:
                                  ------------------

4.   COMPENSATION (1.07). The Employer makes the following election(s)
regarding the definition of Compensation for purposes of the contribution
allocation formula under Article III: (Choose one of (a), (b) or (c))

[ ]  (a)  W-2 wages increased by Elective Contributions.

[ ]  (b)  Code Section 3401(a) federal income tax withholding wages increased
by
          Elective Contributions.

[X]  (c)  415 compensation.

[Note: Each of the Compensation definitions in (a), (b) and (c) include
Elective Contributions. See Plan Section 1.07(D). To exclude Elective
Contributions, the Employer must elect (g).]

Compensation taken into account. For the Plan Year in which an Employee first
becomes a Participant, the Plan Administrator will determine the allocation of
Employer contributions (excluding deferral contributions) by taking into
account: (Choose one of (d) or (e))

[ ]  (d)  Plan Year. The Employee's Compensation for the entire Plan Year.

[X]  (e)  Compensation while a Participant.  The Employee's Compensation only
          for the portion of the Plan Year in which the Employee actually is a
          Participant.

                                      1
Modifications to Compensation definition. The Employer elects to modify the
Compensation definition elected in (a), (b) or (c) as follows. (Choose one or
more of (f) through (n) as applicable. If the Employer elects to allocate its
nonelective contribution under Plan Section 3.04 using permitted disparity,
(i), (j), (k) and (l) do not apply):

[ ]  (f)  Fringe benefits. The Plan excludes all reimbursements or other
          expense allowances, fringe benefits (cash and noncash), moving
          expenses, deferred compensation and welfare benefits.

[ ]  (g)  Elective Contributions. The Plan excludes a Participant's Elective
          Contributions. See Plan Section 1.07(D).

[ ]  (h)  Exclusion. The Plan excludes Compensation in excess of:           .
                                                                 -----------

[ ]  (i)  Bonuses. The Plan excludes bonuses.

[ ]  (j)  Overtime. The Plan excludes overtime.

[ ]  (k)  Commissions. The Plan excludes commissions.

[X]  (l)  Nonelective contributions. The following modifications apply to the
          definition of Compensation for nonelective contributions:
          Compensation excludes amounts realized from the "Management
          Recognition Program."

[ ]  (m)  Deferral contributions. The following modifications apply to the
          definition of Compensation for deferral contributions:           .
                                                                -----------

[ ]  (n)  Matching contributions. The following modifications apply to the
          definition of Compensation for matching contributions:             .
                                                                -------------

5.   PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean the
12-consecutive month period (except for a short Plan Year) ending every:
(Choose (a) or (b). Choose (c) if applicable)

[ ]  (a)  December 31.

[X]  (b)  Other: September 30.

[ ]  (c)  Short Plan Year: commencing on:         and ending on:          .
                                         ---------              ----------

6.   EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a: (Choose
one of (a) or (b))

[ ]  (a)  New Plan. The Effective Date of the Plan is:               .
                                                       --------------

[X]  (b)  Restated Plan. The restated Effective Date is:  October 1, 1997.

     This Plan is an amendment and restatement of an existing retirement
     plan(s) originally established effective as of: December 4, 1970.

7.   HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for
Hours of Service is: (Choose one or more of (a) through (d) as applicable)

[X]  (a)  Actual Method. See Plan Section 1.15(B).

[ ]  (b)  Equivalency Method. The Equivalency Method is:              .
                                                        --------------
          [Note: Insert "daily," "weekly," "semi-monthly payroll periods" or
          "monthly."] See Plan Section 1.15(C).

[ ]  (c)  Combination Method. In lieu of the Equivalency Method specified in
          (b), the Actual Method applies for purposes of:                 .
                                                          ----------------

[ ]  (d)  Elapsed Time Method. In lieu of crediting Hours of Service, the
          Elapsed Time Method applies for purposes of crediting Service for:
          (Choose one or more of (1), (2) or (3) as applicable)

     [ ]  (1)  Eligibility under Article II.

     [ ]  (2)  Vesting under Article V.

     [ ]  (3)  Contribution allocations under Article III.

                                       2
8.   PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor
service the Plan must credit by reason of Section 1.30 of the Plan, the Plan
credits as Service under this Plan service with the following predecessor
employer(s):                 .
             ----------------

[Note: If the Plan does not credit any additional predecessor service under
this Section 1.30, insert "N/A" in the blank line. The Employer also may elect
to credit predecessor service with specified Participating Employers only. See
the Participation Agreement.] Service with the designated predecessor
employer(s) applies: (Choose one or more of (a) through (d) as applicable)

[ ]  (a)  Eligibility. For eligibility under Article II. See Plan Section 1.30
          for time of Plan entry.

[ ]  (b)  Vesting. For vesting under Article V.

[ ]  (c)  Contribution allocation. For contribution allocations under Article
          III.

[ ]  (d)  Exceptions. Except for the following Service:

                                ARTICLE II
                        ELIGIBILITY REQUIREMENTS

9.   ELIGIBILITY (2.01)

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose one or more of (a)
through (e) as applicable) [Note: If the Employer does not elect (c), the
Employer's elections under (a) and (b) apply to all types of contributions.
The Employer as to deferral contributions may not elect (b)(2) and may not
elect more than 12 months in (b)(4) and (b)(5).]

[X]  (a)  Age. Attainment of age 21 (not to exceed age 21).

[X]  (b)  Service. Service requirement. (Choose one of (1) through (5))

     [X]  (1)  One Year of Service.

     [ ]  (2)  Two Years of Service, without an intervening Break in Service.
               See Plan Section 2.03(A).

     [ ]  (3)  One Hour of Service (immediate completion of Service
               requirement). The Employee satisfies the Service requirement on
               his/her Employment Commencement Date.

     [ ]  (4)         months (not exceeding 24).
               ------

     [ ]  (5)  An Employee must complete       Hours of Service within the
                                         ------
               the        time period following the Employee's Employment
                  --------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 24 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]

[ ]  (c)  Alternative 401(k)/401(m) eligibility conditions. In lieu of the
          elections in (a) and (b), the Employer elects the following
          eligibility conditions for the following types of contributions:
          (Choose (1) or (2) or both if the Employer wishes to impose less
          restrictive eligibility conditions for deferral/Employee
          contributions or for matching contributions)

     (1)  [ ]  Deferral/Employee contributions: (Choose one of a. through d.
                Choose e. if applicable)

      a.  [ ]  One Year of Service
      b.  [ ]  One Hour of Service (immediate completion of Service
               requirement)
      c.  [ ]         months (not exceeding 12)
               ------
      d.  [ ]  An Employee must complete         Hours of Service within the
                                         --------
                      time period following an Employee's Employment
               -------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 12 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]
      e.  [ ]  Age              (not exceeding age 21)
                   -------------

                                      3
(2)  [ ]  Matching contributions: (Choose one of f. through i. Choose j.
               if applicable)

      f.  [ ]  One Year of Service

      g.  [ ]  One Hour of Service (immediate completion of Service
               requirement)
      h.  [ ]            months (not exceeding 24)
               ----------
      i.  [ ]  An Employee must complete              Hours of Service within
                                        --------------
               the           time period following an  Employee's Employment
                  -----------
               Commencement Date. If an Employee does not complete the stated
               Hours of Service during the specified time period (if any), the
               Employee is subject to the One Year of Service requirement.
               [Note: The number of hours may not exceed 1,000 and the time
               period may not exceed 24 months. If the Plan does not require
               the Employee to satisfy the Hours of Service requirement within
               a specified time period, insert "N/A" in the second blank
               line.]
      j.  [ ]  Age              (not exceeding age 21)
                  --------------

[ ]  (d)  Service requirements:             .
                               -------------
          [Note: Any Service requirement the Employer elects in (d) must be
          available under other Adoption Agreement elections or a combination
          thereof.]

[ ]  (e)  Dual eligibility. The eligibility conditions of this Section 2.01
          apply solely to an Employee employed by the Employer after       .
                                                                    -------
          If the Employee was employed by the Employer by the specified date,
          the Employee will become a Participant on the latest of: (i) the
          Effective Date; (ii) the restated Effective Date; (iii) the
          Employee's Employment Commencement Date; or (iv) on the date the
          Employee attains age       (not exceeding age 21).
                               ------

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose one
of (f) through (j). Choose (k) if applicable) [Note: If the Employer does not
elect (k), the elections under (f) through (j) apply to all types of
contributions. The Employer must elect at least one Entry Date per Plan Year.]

[ ]  (f)  Semi-annual Entry Dates. The first day of the Plan Year and the
          first day of the seventh month of the Plan Year.

[ ]  (g)  The first day of the Plan Year.

[ ]  (h)  Employment Commencement Date (immediate eligibility).

[X]  (i)  The first day of each: Plan Year quarter (e.g., "Plan Year
          quarter").

[ ]  (j)  The following Plan Entry Dates:             .
                                         -------------

[ ]  (k)  Alternative 401(k)/401(m) Plan Entry Date(s). For the alternative
          401(k)/401(m) eligibility conditions under (c), Plan Entry Date
          means: (Choose (1) or (2) or both as applicable)

   (1) [ ] Deferral/Employee contributions   (2) [ ] Matching contributions
            (Choose one of a. through d.)        (Choose one of e. through h.)

        a. [ ] Semi-annual Entry Dates        e. [ ] Semi-annual Entry Dates
        b. [ ] The first day of the Plan      f. [ ] The first day of the Plan
               Year                                  Year
        c. [ ] Employment Commencement Date   g. [ ] Employment Commencement
               (immediate eligibility)               Date
                                                     (immediate eligibility)
        d. [ ] The first day of each:         h. [ ] The first day of each:
                                     -------                              ----

Time of participation. An Employee will become a Participant, unless excluded
under Section 1.11, on the Plan Entry Date (if employed on that date): (Choose
one of (l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does
not elect (o), the election under (l), (m) or (n) applies to all types of
contributions.]

[X]  (l)  Immediately following or coincident with

[ ]  (m)  Immediately preceding or coincident with

[ ]  (n)  Nearest

[ ]  (o)  Alternative 401(k)/401(m) election(s): (Choose (1) or (2) or both as
          applicable)

     (1)  [ ]  Deferral contributions   (2)   [ ] Matching contributions
                                                  (Choose one of b., c. or d.)

          a. [ ] Immediately following     b. [ ] Immediately following
                 or coincident with               or coincident with
                                           c. [ ] Immediately preceding
                                           d. [ ] Nearest

the date the Employee completes the eligibility conditions described in this
Section 2.01 [Note: Unless otherwise excluded under Section 1.11, an Employee
must become a Participant by the earlier of: (1) the first day of the Plan
Year beginning after the date the Employee completes the age and service
requirements of Code Section 410(a); or (2) 6 months after the date the
Employee completes those requirements.]

                                      4
10.   YEAR OF SERVICE - ELIGIBILITY (2.02). (Choose (a) and (b) as
applicable): [Note: If the Employer does not elect a Year of Service condition
or elects the Elapsed Time Method, the Employer should not complete (a) or
(b).]

[X]  (a)  Year of Service. An Employee must complete 1,000 Hour(s) of Service
          during an eligibility computation period to receive credit for a
          Year of Service under Article II: [Note: The number may not exceed
          1,000. If left blank, the requirement is 1,000.]

[X]  (b)  Eligibility computation period. After the initial eligibility
          computation period described in Plan Section 2.02, the Plan measures
          the eligibility computation period as: (Choose one of (1) or (2))

      [X]  (1)  The Plan Year beginning with the Plan Year which includes the
                first anniversary of the Employee's Employment Commencement
                Date.

      [ ]  (2)  The 12-consecutive month period beginning with each
                anniversary of the Employee's Employment Commencement Date.

11.    PARTICIPATION - BREAK IN SERVICE (2.03). The one year hold-out rule
described in Plan Section 2.03(B): (Choose one of (a), (b) or (c))

[X]  (a)  Not applicable. Does not apply to the Plan.

[ ]  (b)  Applicable. Applies to the Plan and to all Participants.

[ ]  (c)  Limited application. Applies to the Plan, but only to a Participant
          who has incurred a Separation from Service.

12.   ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of (a) or (b))

[X]  (a)  Election not permitted. Does not permit an eligible Employee to
          elect not to participate.

[ ]  (b)  Irrevocable election. Permits an Employee to elect not to
          participate if the Employee makes a one-time irrevocable election
          prior to the Employee's Plan Entry Date.

                                  ARTICLE III
          EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES

13.   AMOUNT AND TYPE (3.01). The amount and type(s) of the Employer's
contribution to the Trust for a Plan Year or other specified period will
equal: (Choose one or more of (a) through (f) as applicable)

[X]  (a)  Deferral contributions (401(k) arrangement). The dollar or
          percentage amount by which each Participant has elected to reduce
          his/her Compensation, as provided in the Participant's salary
          reduction agreement and in accordance with Section 3.02.

[ ]  (b)  Matching contributions (other than safe harbor matching
          contributions under Section 3.01(d)). The matching contributions
          made in accordance with Section 3.03.

[X]  (c)  Nonelective contributions (profit sharing). The following
          nonelective contribution (Choose (1) or (2) or both as applicable):
          [Note: The Employer may designate as a qualified nonelective
          contribution, all or any portion of its nonelective contribution.
          See Plan Section 3.04(F).]

    [X]  (1)  Discretionary. An amount the Employer in its sole discretion may
              determine.

    [ ]  (2)  Fixed. The following amount:
                                          -----------

[X]  (d)  401(k) safe harbor contributions. The following 401(k) safe harbor
          contributions described in Plan Section 14.02(D): (Choose one of
          (1), (2) or (3). Choose (4), if applicable)

    [X]  (1)  Safe harbor nonelective contribution. The safe harbor
              nonelective contribution equals 3% of a Participant's
              Compensation [Note: the amount in the blank must be at least
              3%.].

    [ ]  (2)  Basic safe harbor matching contribution. A matching contribution
              equal to 100% of each Participant's deferral contributions not
              exceeding 3% of the Participant's Compensation, plus 50% of each
              Participant's deferral contributions in excess of 3% but not in
              excess of 5% of the Participant's Compensation. For this
              purpose, "Compensation" means Compensation for:             .
                                                             -------------
              [Note: The Employer must complete the blank line with the
              applicable time period for computing the Employer's basic safe
              harbor match, such as "each payroll period," "each month," "each
              Plan Year quarter" or "the Plan Year".]

                                      5
[ ]  (3)  Enhanced safe harbor matching contribution. (Choose one of a. or
              b.).

          [ ] a. Uniform percentage. An amount equal to         % of each
                                                        --------
                 Participant's deferral contributions not exceeding         %
                                                                    --------
                 of the Participant's Compensation. For this purpose,
                 Compensation" means Compensation for:         . [See the Note
                                                       --------
                 in (d)(2).]

          [ ] b. Tiered formula. An amount equal to the specified matching
                 percentage for the corresponding level of each Participant's
                 deferral contribution percentage. For this purpose,
                 "Compensation" means Compensation for:             . [See
                                                       --------------
                 the Note in (d)(2).]

         Deferral Contribution Percentage            Matching Percentage
         --------------------------------            -------------------

                  ------------                         ------------

                  ------------                         ------------

                  ------------                         ------------

[Note: The matching percentage may not increase as the deferral contribution
percentage increases and the enhanced matching formula otherwise must satisfy
the requirements of Code Section Section 401(k)(12)(B)(ii) and (iii). If the
Employer wishes to avoid ACP testing on its enhanced safe harbor matching
contribution, the Employer also must limit deferral contributions taken into
account (the "Deferral Contribution Percentage") for the matching contribution
to 6% of Plan Year Compensation.]

    [ ]  (4)  Another plan. The Employer will satisfy the 401(k) safe harbor
              contribution in the following plan:             .
                                                  ------------

[ ]  (e)  Davis-Bacon contributions. The amount(s) specified for the
          applicable Plan Year or other applicable period in the Employer's
          Davis-Bacon contract(s). The Employer will make a contribution only
          to Participants covered by the contract and only with respect to
          Compensation paid under the contract. If the Participant accrues an
          allocation of nonelective contributions (including forfeitures)
          under the Plan in addition to the Davis-Bacon contribution, the Plan
          Administrator will: (Choose one of (1) or (2))

    [ ]  (1)  Not reduce the Participant's nonelective contribution allocation
              by the Davis-Bacon contribution.

    [ ]  (2)  Reduce the Participant's nonelective contribution allocation by
              the Davis-Bacon contribution.

[ ]  (f)  Frozen Plan. This Plan is a frozen Plan effective:             . For
                                                            -------------
          any period following the specified date, the Employer will not
          contribute to the Plan, a Participant may not contribute and an
          otherwise eligible Employee will not become a Participant in the
          Plan.

14.   DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms apply
to an Employee's deferral contributions: (If the Employer elects Section
3.01(a), the Employer must elect (a). Choose (b) or (c) as applicable)

[X]  (a)  Limitation on amount. An Employee's deferral contributions are
          subject to the following limitation(s) in addition to those
          imposed by the Code: (Choose (1), (2) or (3) as applicable)

    [ ]  (1)  Maximum deferral amount:             .
                                      -------------

    [ ]  (2)  Minimum deferral amount:             .
                                      -------------

    [X]  (3)  No limitations.

For the Plan Year in which an Employee first becomes a Participant, the Plan
Administrator will apply any percentage limitation the Employer elects in (1)
or (2) to the Employee's Compensation: (Choose one of (4) or (5) unless the
Employer elects (3))

    [ ]  (4)  Only for the portion of the Plan Year in which the Employee
              actually is a Participant.

    [ ]  (5)  For the entire Plan Year.

[ ]  (b)  Negative deferral election. The Employer will withhold    % from the
                                                                 ---
          Participant's Compensation unless the Participant elects a lesser
          percentage (including zero) under his/her salary reduction
          agreement. See Plan Section 14.02(C). The negative election will
          apply to: (Choose one of (1) or (2))

    [ ]  (1)  All Participants who have not deferred at least the automatic
              deferral amount as of:             .
                                    -------------

    [ ]  (2)  Each Employee whose Plan Entry Date is on or following the
              negative election effective date.

[ ]  (c)  Cash or deferred contributions. For each Plan Year for which the
          Employer makes a designated cash or deferred contribution under Plan
          Section 14.02(B), a Participant may elect to receive directly in
          cash not more than the following portion (or, if less, the 402(g)
          limitation) of his/her proportionate share of that cash or deferred
          contribution: (Choose one of (1) or (2))

     [ ]  (1)  All or any portion.           [   ]     (2)       %.
                                                           ------

Modification/revocation of salary reduction agreement. A Participant
prospectively may modify or revoke a salary reduction agreement, or may file a
new salary reduction agreement following a prior revocation, at least once per
Plan Year or during any election period specified by the basic plan document
or required by the Internal Revenue Service. The Plan Administrator also may
provide for more frequent elections in the Plan's salary reduction agreement
form.

                                      6
15.   MATCHING CONTRIBUTIONS (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER
PLAN SECTION 14.02(D)(3)) (3.03). The Employer matching contribution is: (If
the Employer elects Section 3.01(b), the Employer must elect one or more of
(a), (b) or (c) as applicable. Choose (d) if applicable)

[ ]  (a)  Fixed formula. An amount equal to         % of each Participant's
                                            --------
          deferral contributions.

[ ]  (b)  Discretionary formula. An amount (or additional amount) equal to a
          matching percentage the Employer from time to time may deem
          advisable of the Participant's deferral contributions. The Employer,
          in its sole discretion, may designate as a qualified matching
          contribution, all or any portion of its discretionary matching
          contribution. The portion of the Employer's discretionary matching
          contribution for a Plan Year not designated as a qualified matching
          contribution is a regular matching contribution.

[ ]  (c)  Multiple level formula. An amount equal to the following percentages
          for each level of the Participant's deferral contributions. [Note:
          The matching percentage only will apply to deferral contributions in
          excess of the previous level and not in excess of the stated
          deferral contribution percentage.]

               Deferral Contributions            Matching Percentage
               ----------------------            -------------------

                    ------------                    ------------

                    ------------                    ------------

                    ------------                    ------------

[ ]  (d)  Related Employers. If two or more Related Employers contribute to
          this Plan, the Plan Administrator will allocate matching
          contributions and matching contribution forfeitures only to the
          Participants directly employed by the contributing Employer. The
          matching contribution formula for the other Related Employer(s) is:
                  . [Note: If the Employer does not elect (d), the Plan
          --------
          Administrator will allocate all matching contributions and matching
          forfeitures without regard to which contributing Related Employer
          directly employs the Participant.]

Time period for matching contributions. The Employer will determine its
matching contribution based on deferral contributions made during each:
(Choose one of (e) through (h))

[ ]  (e)  Plan Year.

[ ]  (f)  Plan Year quarter.

[ ]  (g)  Payroll period.

[ ]  (h)  Alternative time period:             . [Note: Any alternative time
                                    -----------
          period the Employer elects in (h) must be the same for all
          Participants and may not exceed the Plan Year.]

Deferral contributions taken into account. In determining a Participant's
deferral contributions taken into account for the above-specified time period
under the matching contribution formula, the following limitations apply:
(Choose one of (i), (j) or (k))

[ ]  (i)  All deferral contributions. The Plan Administrator will take into
          account all deferral contributions.

[ ]  (j)  Specific limitation. The Plan Administrator will disregard deferral
          contributions exceeding         % of the Participant's Compensation.
                                  --------
          [Note: To avoid the ACP test in a safe harbor 401(k) plan, the
          Employer must limit deferrals and Employee contributions which are
          subject to match to 6% of Plan Year Compensation.]

[ ]  (k)  Discretionary. The Plan Administrator will take into account the
          deferral contributions as a percentage of the Participant's
          Compensation as the Employer determines.

Other matching contribution requirements. The matching contribution formula is
subject to the following additional requirements: (Choose (l) or (m) or both
if applicable)

[ ]  (l)  Matching contribution limits. A Participant's matching contributions
          may not exceed: (Choose one of (1) or (2))

    [ ]  (1)                . [Note: The Employer may elect (1) to place an
              --------------
              overall dollar or percentage limit on matching contributions.]

    [ ]  (2)  4% of a Participant's Compensation for the Plan Year under the
              discretionary matching contribution formula.  [Note: The
              Employer must elect (2) if it elects a discretionary matching
              formula with the safe harbor 401(k) contribution formula and
              wishes to avoid the ACP test.]

[ ]  (m)  Qualified matching contributions. The Plan Administrator will
          allocate as qualified matching contributions, the matching
          contributions specified in Adoption Agreement Section:             .
                                                                 ------------
          The Plan Administrator will allocate all other matching
          contributions as regular matching contributions. [Note: If the
          Employer elects two matching formulas, the Employer may use (m) to
          designate one of the formulas as a qualified matching contribution.]

                                      7
16.   CONTRIBUTION ALLOCATION (3.04).

Employer nonelective contributions (3.04(A)).The Plan Administrator will
allocate the Employer's nonelective contribution under the following
contribution allocation formula: (Choose one of (a), (b) or (c). Choose (d) if
applicable)

[X]  (a)  Nonintegrated (pro rata) allocation formula.

[ ]  (b)  Permitted disparity. The following permitted disparity formula and
          definitions apply to the Plan: (Choose one of (1) or (2). Also
          choose (3))

    [ ]  (1)  Two-tiered allocation formula.

    [ ]  (2)  Four-tiered allocation formula.

    [ ]  (3)  For purposes of Section 3.04(b), "Excess Compensation" means
              Compensation in excess of: (Choose one of a. or b.)

          [ ] a.     % of the taxable wage base in effect on the first day of
                 ----
                 the Plan Year, rounded to the next highest $         (not
                                                             ---------
                 exceeding the taxable wage base).

          [ ] b. The following integration level:             .
                                                  ------------
                 [Note: The integration level cannot exceed the taxable wage
                 base in effect for the Plan Year for which this Adoption
                 Agreement first is effective.]

[ ]  (c)  Uniform points allocation formula. Under the uniform points
          allocation formula, a Participant receives: (Choose (1) or both (1)
          and (2) as applicable)

    [ ]  (1)     point(s) for each Year of Service. Year of Service means:   .
              ---                                                        ----

    [ ]  (2)  One point for each $         [not to exceed $200] increment of
                                  --------
              Plan Year Compensation.

[ ]  (d)  Incorporation of contribution formula. The Plan Administrator will
          allocate the Employer's nonelective contribution under Section(s)
          3.01(c)(2), (d)(1) or (e) in accordance with the contribution
          formula adopted by the Employer under that Section.

Qualified nonelective contributions. (3.04(F)). The Plan Administrator will
allocate the Employer's qualified nonelective contributions to: (Choose one of
(e) or (f))

[ ]  (e)  Nonhighly compensated Employees only.

[ ]  (f)  All Participants.

Related Employers. (Choose (g) if applicable)

[ ]  (g)  Allocate only to directly employed Participants. If two or more
          Related Employers adopt this Plan, the Plan Administrator will
          allocate all nonelective contributions and forfeitures attributable
          to nonelective contributions only to the Participants directly
          employed by the contributing Employer. If a Participant receives
          Compensation from more than one contributing Employer, the Plan
          Administrator will determine the allocations under this Section 3.04
          by prorating the Participant's Compensation between or among the
          participating Related Employers. [Note: If the Employer does not
          elect 3.04(g), the Plan Administrator will allocate all nonelective
          contributions and forfeitures without regard to which contributing
          Related Employer directly employs the Participant. The Employer may
          not elect 3.04(g) under a safe harbor 401(k) Plan.]

17.   FORFEITURE ALLOCATION (3.05). The Plan Administrator will allocate a
Participant forfeiture: (Choose one or more of (a), (b) or (c) as applicable)
[Note: Even if the Employer elects immediate vesting, the Employer should
complete Section 3.05. See Plan Section 9.11.]

[ ]  (a)  Matching contribution forfeitures. To the extent attributable to
          matching contributions: (Choose one of (1) through (4))

    [ ]  (1)  As a discretionary matching contribution.

    [ ]  (2)  To reduce matching contributions.

    [ ]  (3)  As a discretionary nonelective contribution.

    [ ]  (4)  To reduce nonelective contributions.

                                      8
[X]  (b)  Nonelective contribution forfeitures. To the extent attributable to
          Employer nonelective contributions: (Choose one of (1) through (4))

    [X]  (1)  As a discretionary nonelective contribution.

    [ ]  (2)  To reduce nonelective contributions.

    [ ]  (3)  As a discretionary matching contribution.

    [ ]  (4)  To reduce matching contributions.

[ ]  (c)  Reduce administrative expenses. First to reduce the Plan's ordinary
          and necessary administrative expenses for the Plan Year and then
          allocate any remaining forfeitures in the manner described in
          Sections 3.05(a) or (b) as applicable.

Timing of forfeiture allocation. The Plan Administrator will allocate
forfeitures under Section 3.05 in the Plan Year: (Choose one of (d) or (e))

[X]  (d)  In which the forfeiture occurs.

[ ]  (e)  Immediately following the Plan Year in which the forfeiture occurs.

18.   ALLOCATION CONDITIONS (3.06).

Allocation conditions. The Plan does not apply any allocation conditions to
deferral contributions, 401(k) safe harbor contributions (under Section
3.01(d)) or to Davis-Bacon contributions (except as the Davis-Bacon contract
provides). To receive an allocation of matching contributions, nonelective
contributions, qualified nonelective contributions or Participant forfeitures,
a Participant must satisfy the following allocation condition(s): (Choose one
or more of (a) through (i) as applicable)

[ ]  (a)  Hours of Service condition. The Participant must complete at least
          the specified number of Hours of Service (not exceeding 1,000)
          during the Plan Year:             .
                               -------------

[ ]  (b)  Employment condition. The Participant must be employed by the
          Employer on the last day of the (designate time period).

[ ]  (c)  No allocation conditions.

[ ]  (d)  Elapsed Time Method. The Participant must complete at least the
          specified number (not exceeding 182) of consecutive calendar days of
          employment with the Employer during the Plan Year:             .
                                                             ------------

[X]  (e)  Termination of Service/501 Hours of Service coverage rule. The
          Participant either must be employed by the Employer on the last day
          of the Plan Year or must complete at least 501 Hours of Service
          during the Plan Year. If the Plan uses the Elapsed Time Method of
          crediting Service, the Participant must complete at least 91
          consecutive calendar days of employment with the Employer during the
          Plan Year.

[ ]  (f)  Special allocation conditions for matching contributions. The
          Participant must complete at least              Hours of Service
                                             ------------
          during the              (designate time period) for the matching
                     ------------
          contributions made for that time period.

[ ]  (g)  Death, Disability or Normal Retirement Age. Any condition specified
          in Section 3.06              applies if the Participant incurs a
                          -------------
          Separation from Service during the Plan Year on account of:
                                                                     ---------
          (e.g., death, Disability or Normal Retirement Age).

[ ]  (h)  Suspension of allocation conditions for coverage. The suspension of
          allocation conditions of Plan Section 3.06(E) applies to the Plan.

[ ]  (i)  Limited allocation conditions. The Plan does not impose an
          allocation condition for the following types of contributions:
                  . [Note: Any election to limit the Plan's allocation
          --------
          conditions to certain contributions must be the same for all
          Participants, be definitely determinable and not discriminate in
          favor of Highly Compensated Employees.]

                                      9
ARTICLE IV
                           PARTICIPANT CONTRIBUTIONS

19.   EMPLOYEE (AFTER TAX) CONTRIBUTIONS (4.02). The following elections apply
to Employee contributions: (Choose one of (a) or (b). Choose (c) if
applicable)

[X]  (a)  Not permitted. The Plan does not permit Employee contributions.

[ ]  (b)  Permitted. The Plan permits Employee contributions subject to the
          following limitations:             .
                                 ------------
          [Note: Any designated limitation(s) must be the same for all
          Participants, be definitely determinable and not discriminate in
          favor of Highly Compensated Employees.]

[ ]  (c)  Matching contribution. For each Plan Year, the Employer's matching
          contribution made with respect to Employee contributions is:      .
                                                                      ------

                                    ARTICLE V
                              VESTING REQUIREMENTS

20.   NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal
Retirement Age (or Early Retirement Age, if applicable) under the Plan on the
following date: (Choose one of (a) or (b). Choose (c) if applicable)

[X]  (a)  Specific age. The date the Participant attains age 65. [Note: The
          age may not exceed age 65.]

[ ]  (b)  Age/participation. The later of the date the Participant attains
                                                                          ----
          years of age or the         anniversary of the first day of the Plan
                              --------
          Year in which the Participant commenced participation in the Plan.
          [Note: The age may not exceed age 65 and the anniversary may not
          exceed the 5th.]

[ ]  (c)  Early Retirement Age. Early Retirement Age is the later of: (i) the
          date a Participant attains age              or (ii) the date a
                                         ------------
          Participant reaches his/her              anniversary of the first
                                      ------------
          day of the Plan Year in which the Participant commenced
          participation in the Plan.

21.   PARTICIPANT'S DEATH OR DISABILITY (5.02). The 100% vesting rule under
Plan Section 5.02 does not apply to: (Choose (a) or (b) or both as applicable)

[ ]  (a)  Death.

[ ]  (b)  Disability.

22.   VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all
times in his/her deferral contributions, qualified nonelective contributions,
qualified matching contributions, 401(k) safe harbor contributions and
Davis-Bacon contributions (unless otherwise indicated in (f)). The following
vesting schedule applies to Employer regular matching contributions and to
Employer nonelective contributions: (Choose (a) or choose one or more of (b)
through (f) as applicable)

[ ]  (a)  Immediate vesting. 100% Vested at all times. [Note: The Employer
          must elect (a) if the Service condition under Section 2.01 exceeds
          One Year of Service or more than twelve months.]

[X]  (b)  Top-heavy vesting schedules. [Note: The Employer must choose one of
          (b)(1), (2) or (3) if it does not elect (a).]

    [ ] (1) 6-year graded as specified        [X]  (3)  Modified top-heavy
            in the Plan.                                schedule
    [ ] (2) 3-year cliff as specified
            in the Plan.

                                            Years of          Vested
                                             Service         Percentage
                                            --------         ----------

                                           Less than 1           0%

                                                1               10%

                                                2               20%

                                                3               40%

                                                4               60%

                                                5               80%

                                            6 or more          100%

                                      10
[ ]  (c)  Non-top-heavy vesting schedules. [Note: The Employer may elect one
          of (c)(1), (2) or (3) in addition to (b).]

    [ ]  (1) 7-year graded as specified     [ ]  (3)  Modified non-top-heavy
             in the Plan.                             schedule
    [ ]  (2) 5-year cliff as specified
             in the Plan.

                                            Years of          Vested
                                             Service         Percentage
                                            --------         ----------

                                           Less than 1             %
                                                                ---
                                                1                  %
                                                                ---
                                                2                  %
                                                                ---
                                                3                  %
                                                                ---
                                                4                  %
                                                                ---
                                                5                  %
                                                                ---
                                                6                  %
                                                                ---

                                            7 or more          100%

If the Employer does not elect (c), the vesting schedule elected in (b)
applies to all Plan Years. [Note: The modified top-heavy schedule of (b)(3)
must satisfy Code Section 416. If the Employer elects (c)(3), the modified
non-top-heavy schedule must satisfy Code Section 411(a)(2).]

[ ]  (d)  Separate vesting election for regular matching contributions. In
          lieu of the election under (a), (b) or (c), the following vesting
          schedule applies to a Participant's regular matching contributions:
          (Choose one of (1) or (2))

    [ ]  (1)  100% Vested at all times.

    [ ]  (2)  Regular matching vesting schedule:             .
                                                 ------------
              [Note: The vesting schedule completed under (d)(2) must comply
              with Code Section 411(a)(4).]

[ ]  (e)  Application of top-heavy schedule. The non-top-heavy schedule
          elected under (c) applies in all Plan Years in which the Plan is not
          a top-heavy plan. [Note: If the Employer does not elect (e), the
          top-heavy vesting schedule will apply for the first Plan Year in
          which the Plan is top-heavy and then in all subsequent Plan Years.]

[ ]  (f)  Special vesting provisions:            . [Note: Any special vesting
                                     ------------
          provision must satisfy Code Section 411(a). Any special vesting
provision
          must be definitely determinable, not discriminate in favor of Highly
          Compensated Employees and not violate Code Section 401(a)(4).]

23.    YEAR OF SERVICE - VESTING (5.06). (Choose (a) and (b)): [Note: If the
Employer elects the Elapsed Time Method or elects immediate vesting, the
Employer should not complete (a) or (b).]

[X]  (a)  Year of Service. An Employee must complete at least 1,000 Hours of
          Service during a vesting computation period to receive credit for a
          Year of Service under Article V. [Note: The number may not exceed
          1,000.  If left blank, the requirement is 1,000.]

[X]  (b)  Vesting computation period. The Plan measures a Year of Service on
          the basis of the following 12-consecutive month period: (Choose one
          of (1) or (2))

    [X]  (1)  Plan Year.

    [ ]  (2)  Employment year (anniversary of Employment Commencement Date).

24.   EXCLUDED YEARS OF SERVICE - VESTING (5.08). The Plan excludes the
following Years of Service for purposes of vesting: (Choose (a) or choose one
or more of (b) through (f) as applicable)

[X]  (a)  None. None other than as specified in Plan Section 5.08(a).

[ ]  (b)  Age 18. Any Year of Service before the Year of Service during which
          the Participant attained the age of 18.

[ ]  (c)  Prior to Plan establishment. Any Year of Service during the period
          the Employer did not maintain this Plan or a predecessor plan.

[ ]  (d)  Parity Break in Service. Any Year of Service excluded under the rule
          of parity. See Plan Section 5.10.

[ ]  (e)  Prior Plan terms. Any Year of Service disregarded under the terms of
          the Plan as in effect prior to this restated Plan.

[ ]  (f)  Additional exclusions. Any Year of Service before:              .
                                                            --------------
          [Note: Any exclusion specified under (f) must comply with Code
          Section 411(a)(4). Any exclusion must be definitely determinable,
not
          discriminate in favor of Highly Compensated Employees and not
          violate Code Section 401(a)(4). If the Employer elects immediate
vesting,
          the Employer should not complete Section 5.08.]

                                      11
ARTICLE VI
                        DISTRIBUTION OF ACCOUNT BALANCE

25.   TIME OF PAYMENT OF ACCOUNT BALANCE (6.01). The following time of
distribution elections apply to the Plan:

Separation from Service/Vested Account Balance not exceeding $5,000. Subject
to the limitations of Plan Section 6.01(A)(1), the Trustee will distribute in
a lump sum (regardless of the Employer's election under Section 6.04) a
separated Participant's Vested Account Balance not exceeding $5,000: (Choose
one of (a) through (d))

[ ]  (a)  Immediate. As soon as administratively practicable following the
          Participant's Separation from Service.

[ ]  (b)  Designated Plan Year. As soon as administratively practicable in the
                Plan Year beginning after the Participant's Separation from
          ------
          Service.

[ ]  (c)  Designated Plan Year quarter. As soon as administratively
          practicable in the              Plan Year quarter beginning after
                             -------------
          the Participant's Separation from Service.

[X]  (d)  Designated distribution. As soon as administratively practicable in
          the:   Plan Year in which the Participant attains Normal Retirement
          Age or age 55 with 10 years of service and otherwise in the first
          Plan Year following the Participant's Separation from Service.
          [Note: The designated distribution time must be the same for all
          Participants, be definitely determinable, not discriminate in favor
          of Highly Compensated Employees and not violate Code Section
401(a)(4).]

Separation from Service/Vested Account Balance exceeding $5,000. A separated
Participant whose Vested Account Balance exceeds $5,000 may elect to commence
distribution of his/her Vested Account Balance no earlier than: (Choose one of
(e) through (i). Choose (j) if applicable)

[ ]  (e)  Immediate. As soon as administratively practicable following the
          Participant's Separation from Service.

[ ]  (f)  Designated Plan Year. As soon as administratively practicable in the
          Plan Year beginning after the Participant's Separation from Service.

[ ]  (g)  Designated Plan Year quarter. As soon as administratively
          practicable in the              Plan Year quarter following
                             ------------
          the Plan Year quarter in which the Participant elects to receive a
          distribution.

[ ]  (h)  Normal Retirement Age. As soon as administratively practicable after
          the close of the Plan Year in which the Participant attains Normal
          Retirement Age and within the time required under Plan Section
          6.01(A)(2).

[X]  (i)  Designated distribution. As soon as administratively practicable in
          the:  Plan Year in which the Participant attains Normal Retirement
          Age or age 55 with 10 years of service and otherwise in the first
          Plan Year following the Participant's Separation from Service.
          [Note: The designated distribution time must be the same for all
          Participants, be definitely determinable, not discriminate in favor
          of Highly Compensated Employees and not violate Code Section
401(a)(4).]

[ ]  (j)  Limitation on Participant's right to delay distribution. A
          Participant may not elect to delay commencement of distribution of
          his/her Vested Account Balance beyond the later of attainment of age
          62 or Normal Retirement Age. [Note: If the Employer does not elect
          (j), the Plan permits a Participant who has Separated from Service
          to delay distribution until his/her required beginning date. See
          Plan Section 6.01(A)(2).]

Participant elections prior to Separation from Service. A Participant, prior
to Separation from Service may elect any of the following distribution options
in accordance with Plan Section 6.01(C). (Choose (k) or choose one or more of
(l) through (o) as applicable). [Note: If the Employer elects any in-service
distributions option, a Participant may elect to receive one in-service
distribution per Plan Year unless the Plan's in-service distribution form
provides for more frequent in-service distributions.]

[ ]  (k)  None. A Participant does not have any distribution option prior to
          Separation from Service, except as may be provided under Plan
          Section 6.01(C).

[X]  (l)  Deferral contributions. Distribution of all or any portion (as
          permitted by the Plan) of a Participant's Account Balance
          attributable to deferral contributions if: (Choose one or more of
          (1), (2) or (3) as applicable)

    [X]  (1)  Hardship (safe harbor hardship rule). The Participant has
              incurred a hardship in accordance with Plan Sections 6.09 and
              14.11(A).

    [ ]  (2)  Age. The Participant has attained age            (Must be at
                                                    -----------
              least age 59 1/2).

    [ ]  (3)  Disability. The Participant has incurred a Disability.

                                      12
[ ]  (m)  Qualified nonelective contributions/qualified matching
          contributions/safe harbor contributions. Distribution of all or any
          portion of a Participant's Account Balance attributable to qualified
          nonelective contributions, to qualified matching contributions, or
          to 401(k) safe harbor contributions if: (Choose (1) or (2) or both
          as applicable)

    [ ]  (1)  Age. The Participant has attained age              (Must be at
                                                   -------------
              least age 59 1/2).

    [ ]  (2)  Disability. The Participant has incurred a Disability.

[X]  (n)  Nonelective contributions/regular matching contributions.
          Distribution of all or any portion of a Participant's
          Vested Account Balance attributable to nonelective contributions or
          to regular matching contributions if: (Choose one or more of (1)
          through (5))

    [ ]  (1)  Age/Service conditions. (Choose one or more of a. through d. as
              applicable):

          [ ]  a.  Age. The Participant has attained age             .
                                                         ------------

          [ ]  b.  Two-year allocations. The Plan Administrator has allocated
                   the contributions to be distributed for a period of not
                   less than              Plan Years before the distribution

                             ------------
                   date. [Note: The minimum number of years is 2.]

          [ ]  c.  Five years of participation. The Participant has
                   participated in the Plan for at least      Plan Years.
                                                         -----
                   [Note: The minimum number of years is 5.]

          [ ]  d.  Vested. The Participant is        % Vested in his/her
                                              -------
                   Account Balance. See Plan Section 5.03(A). [Note: If an
                   Employer makes more than one election under Section
                   6.01(n)(1), a Participant must satisfy all conditions
                   before the Participant is eligible for the distribution.]

    [ ]  (2)  Hardship. The Participant has incurred a hardship in accordance
              with Plan Section 6.09.

    [ ]  (3)  Hardship (safe harbor hardship rule). The Participant has
              incurred a hardship in accordance with Plan Sections 6.09 and
              14.11(A).

    [ ]  (4)  Disability. The Participant has incurred a Disability.

    [ ]  (5)  Designated condition. The Participant has satisfied the
              following condition(s):             .
                                     -------------
              [Note: Any designated condition(s) must be the same for all
              Participants, be definitely determinable and not discriminate in
              favor of Highly Compensated Employees.]

[X]  (o)  Participant contributions. Distribution of all or any portion of a
          Participant's Account Balance attributable to the following
          Participant contributions described in Plan Section 4.01: (Choose
          one of (1), (2) or (3))

    [ ]  (1)  All Participant contributions.

    [ ]  (2)  Employee contributions only.

    [X]  (3)  Rollover contributions only.

Participant loan default/offset. See Section 6.08 of the Plan.

26.    DISTRIBUTION METHOD (6.03). A separated Participant whose Vested
Account Balance exceeds $5,000 may elect distribution under one of the
following method(s) of distribution described in Plan Section 6.03: (Choose
one or more of (a) through (d) as applicable)

[X]  (a)  Lump sum.

[ ]  (b)  Installments.

[X]  (c)  Installments for required minimum distributions only.

[ ]  (d)  Annuity distribution option(s):              .
                                         --------------
          [Note: Any optional method of distribution may not be subject to
          Employer, Plan Administrator or Trustee discretion.]

                                      13
27.   JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor
annuity distribution requirements of Plan Section 6.04: (Choose one of (a) or
(b))

[X]  (a)  Profit sharing plan exception. Do not apply to a Participant, unless
          the Participant is a Participant described in Section 6.04(H) of the
          Plan.

[ ]  (b)  Applicable. Apply to all Participants.

                                ARTICLE IX
       PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS

28.   ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of
contribution provided under the Plan, the Plan allocates net income, gain or
loss using the following method: (Choose one or more of (a) through (e) as
applicable)

[X]  (a)  Deferral contributions/Employee contributions. (Choose one or more
          of (1) through (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [ ]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [X]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period 50% of the
              contributions made during the following valuation period:  Plan
              Year quarter.

    [ ]  (5)  Individual account method. Allocate using the individual account
              method. See Plan Section 9.08.

          [ ] (b) Matching contributions. (Choose one or more of (1) through
                  (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [ ]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [ ]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period      % of the
                                                               -----
              contributions made during the following valuation period:      .
                                                                       ------

    [ ]  (5)  Individual account method. Allocate using the individual account
              method.  See Plan Section 9.08.

[X]  (c)  Employer nonelective contributions. (Choose one or more of
          (1) through (5) as applicable)

    [ ]  (1)  Daily valuation method. Allocate on each business day of the
              Plan Year during which Plan assets for which there is an
              established market are valued and the Trustee is conducting
              business.

    [X]  (2)  Balance forward method. Allocate using the balance forward
              method.

    [ ]  (3)  Weighted average method. Allocate using the weighted average
              method, based on the following weighting period:             .
                                                              -------------
              See Plan Section 14.12.

    [ ]  (4)  Balance forward method with adjustment. Allocate pursuant to the
              balance forward method, except treat as part of the relevant
              Account at the beginning of the valuation period       % of the
                                                               ------
              contributions made during the following valuation period:      .
                                                                       ------

    [ ]  (5)  Individual account method. Allocate using the individual account
              method. See Plan Section 9.08.

                                      14
[X]  (d)  Specified method. Allocate pursuant to the following method:  For
          Rollover contributions the Plan allocates net income, gain or loss
          using the balance forward method with adjustment.  The Plan will
          treat as part of the relevant account at the beginning of the
          valuation period 50% of the Rollover contributions made during the
          quarter by valuation periods.
          [Note: The specified method must be a definite predetermined formula
          which is not based on Compensation, which satisfies the
          nondiscrimination requirements of Treas. Reg. Section 1.401(a)(4)
and which
          is applied uniformly to all Participants.]

[ ]  (e)  Interest rate factor. In accordance with Plan Section 9.08(E), the
          Plan includes interest at the following rate on distributions made
          more than 90 days after the most recent valuation date:           .
                                                                 -----------

                                    ARTICLE X
                   TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

29.   INVESTMENT POWERS (10.03). The following additional investment options
or limitations apply under Plan Section 10.03:  N/A. [Note: Enter "N/A" if not
applicable.]

30.   VALUATION OF TRUST (10.15). In addition to the last day of the Plan
Year, the Trustee must value the Trust Fund on the following valuation
date(s): (Choose one of (a) through (d))

[ ]  (a)  Daily valuation dates. Each business day of the Plan Year on which
          Plan assets for which there is an established market are valued and
          the Trustee is conducting business.

[X]  (b)  Last day of a specified period. The last day of each quarter of the
          Plan Year.

[ ]  (c)  Specified dates:             .
                           ------------

[ ]  (d)  No additional valuation dates.

                                      15
Execution Page

     The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee
(and Custodian, if applicable) has signified its acceptance, on: 23rd of April
2002.

                              Name of Employer:   Timberland Bank
                              Employer's EIN:     91-0260220
                              Signed:/s/ Dean J. Brydon
                                     -------------------------------------
                                     Dean J. Brydon, CFO
                                     -------------------------------------
                                                              [Name/Title]
                              Name(s) of Trustee:
                                         U.S. Bank, N.A
                                     -------------------------------------
                                      /s/ Paul Schea
                                     -------------------------------------
                                     Paul Schea, VP
                                     -------------------------------------

                              Trust EIN (Optional):

                                     -------------------------------------

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]
                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

                              Name of Custodian (Optional):

                                     -------------------------------------

                              Signed:
                                     -------------------------------------

                                     -------------------------------------
                                                              [Name/Title]

31.   Plan Number. The 3-digit plan number the Employer assigns to this Plan
for ERISA reporting purposes (Form 5500 Series) is: 001.

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic
plan document referenced by its document number on Adoption Agreement page
one.

Execution for Page Substitution Amendment Only. If this paragraph is
completed, this Execution Page documents an amendment to Adoption Agreement
Section(s)                 effective                         , by substitute
          -----------------           -----------------------
Adoption Agreement page number(s)               .
                                  --------------

Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first
page of the basic plan document will notify all adopting employers of any
amendment of this Prototype Plan or of any abandonment or discontinuance by
the Prototype Plan Sponsor of its maintenance of this Prototype Plan. For
inquiries regarding the adoption of the Prototype Plan, the Prototype Plan
Sponsor's intended meaning of any Plan provisions or the effect of the opinion
letter issued to the Prototype Plan Sponsor, please contact the Prototype Plan
Sponsor at the following address and telephone number: 11808 Northup Way
#W301, Bellevue, WA 98005 (425) 803-0281

Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained
from the IRS an opinion letter specifying the form of this Adoption Agreement
and the basic plan document satisfy, as of the date of the opinion letter,
Code Section 401. An adopting Employer may rely on the Prototype Sponsor's IRS
opinion letter only to the extent provided in Announcement 2001-77, 2001-30
I.R.B. The Employer may not rely on the opinion letter in certain other
circumstances or with respect to certain qualification requirements, which are
specified in the opinion letter and in Announcement 2001-77. In order to have
reliance in such circumstances or with respect to such qualification
requirements, the Employer must apply for a determination letter to Employee
Plans Determinations of the Internal Revenue Service.

                                      16
APPENDIX A
                   TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM

32.  The following testing elections and special effective dates apply:
(Choose one or more of (a) through (n) as applicable)

[ ]  (a)  Highly Compensated Employee (1.14). For Plan Years beginning after
                 , the Employer makes the following election(s) regarding the
          -------
          definition of Highly Compensated Employee:
             (1)  [ ]  Top paid group election.
             (2)  [ ]  Calendar year data election (fiscal year plan).

[ ]  (b)  401(k) current year testing. The Employer will apply the current
          year testing method in applying the ADP and ACP tests effective for
          Plan Years beginning after:             . [Note: For Plan Years
                                     -------------
          beginning on or after the Employer's execution of its "GUST"
          restatement, the Employer must use the same testing method within
          the same Plan Year for both the ADP and ACP tests.]

[X]  (c)  Compensation. The Compensation definition under Section 1.07 will
          apply for Plan Years beginning after: September 30, 2001.

[ ]  (d)  Election not to participate. The election not to participate under
          Section 2.06 is effective:             .
                                    -------------

[X]  (e)  401(k) safe harbor. The 401(k) safe harbor provisions under Section
          3.01(d) are effective: October 1, 2002.

[ ]  (f)  Negative election. The negative election provision under Section
          3.02(b) is effective:             .
                               -------------

[ ]  (g)  Contribution/allocation formula. The specified contribution(s) and
          allocation method(s) under Sections 3.01 and 3.04 are effective:
                   .
          ---------

[ ]  (h)  Allocation conditions. The allocation conditions of Section 3.06 are
          effective:             .
                    -------------

[ ]  (i)  Benefit payment elections. The distribution elections of Section(s)
          are effective:             .
                        -------------

[ ]  (j)  Election to continue pre-SBJPA required beginning date.  A
          Participant may not elect to defer commencement of the distribution
          of his/her Vested Account Balance beyond the April 1 following the
          calendar year in which the Participant attains age 70 1/2. See Plan
          Section 6.02(A).

[ ]  (k)  Elimination of age 70 1/2 in-service distributions. The Plan
          eliminates a Participant's (other than a more than 5% owner) right
          to receive in-service distributions on April 1 of the calendar year
          following the year in which the Participant attains age 70 1/2 for
          Plan Years beginning after:             .
                                     -------------

[ ]  (l)  Allocation of earnings. The earnings allocation provisions under
          Section 9.08 are effective:             .
                                     -------------

[ ]  (m)  Elimination of optional forms of benefit. The Employer elects
          prospectively to eliminate the following optional forms of benefit:
          (Choose one or more of (1), (2) and (3) as applicable)

    [ ]  (1)  QJSA and QPSA benefits as described in Plan Sections 6.04, 6.05
              and 6.06 effective:             .
                                 -------------

    [ ]  (2) Installment distributions as described in Section 6.03 effective:
                       .
             ----------

    [ ]  (3)  Other optional forms of benefit (Any election to eliminate must
              be consistent with Treas. Reg. Section 1.411(d)-4) :
..
                                                           -------------

[X]  (n)  Special effective date(s): (1) Deferral Contributions permitted
          under Section 3.01(a) are effective for Play Years beginning
          October 1, 2000.  (2) The limitation on amount of Deferral
          Contributions specified under Section 3.02(a)(3) is effective for
          Plan Years beginning October 1, 2002.

     For periods prior to the above-specified special effective date(s), the
Plan terms in effect prior to its restatement under this Adoption Agreement
will control for purposes of the designated provisions. A special effective
date may not result in the delay of a Plan provision beyond the permissible
effective date under any applicable law.

                                      17
APPENDIX B
                GUST Remedial Amendment Period Elections

33.   The following GUST restatement elections apply: (Choose one or more of
(a) through (j) as applicable)

[ ]  (a)  Highly Compensated Employee elections. The Employer makes the
          following remedial amendment period elections with respect to the
          Highly Compensated Employee definition:

   (1) 1997: [ ] Top paid group election.   [ ] Calendar year election.
             [ ] Calendar year data election.
   (2) 1998: [ ] Top paid group election.   [ ] Calendar year data election.
   (3) 1999: [ ] Top paid group election.   [ ] Calendar year data election.
   (4) 2000: [ ] Top paid group election.   [ ] Calendar year data election.
   (5) 2001: [ ] Top paid group election.   [ ] Calendar year data election.
   (6) 2002: [ ] Top paid group election.   [ ] Calendar year data election.

[X]  (b)  401(k) testing methods. The Employer makes the following remedial
          amendment period elections with respect to the ADP test and the ACP
          test: [Note: The Employer may use a different testing method for the
          ADP and ACP tests through the end of the Plan Year in which the
          Employer executes its GUST restated Plan.]

                    ADP test                          ACP test
(1) 1997: [ ]prior year [ ]current year   1997: [ ]prior year [ ]current year
(2) 1998: [ ]prior year [ ]current year   1998: [ ]prior year [ ]current year
(3) 1999: [ ]prior year [ ]current year   1999: [ ]prior year [ ]current year
(4) 2000: [X]prior year [ ]current year   2000: [ ]prior year [ ]current year
(5) 2001: [X]prior year [ ]current year   2001: [ ]prior year [ ]current year
(6) 2002: [ ]prior year [ ]current year   2002: [ ]prior year [ ]current year

[ ]  (c)  Delayed application of SBJPA required beginning date. The Employer
          elects to delay the effective date for the required beginning date
          provision of Plan Section 6.02 until Plan Years beginning after:
                     .
          -----------

[ ]  (d)  Model Amendment for required minimum distributions. The Employer
          adopts the IRS Model Amendment in Plan Section 6.02(E) effective
                      . [Note: The date must not be earlier than January 1,
          ------------
          2001.]

Defined Benefit Limitation

[ ]  (e)  Code Section 415(e) repeal. The repeal of the Code Section 415(e)
limitation is
          effective for Limitation Years beginning after             . [Note:
                                                         ------------
          If the Employer does not make an election under (e), the repeal is
          effective for Limitation Years beginning after December 31, 1999.]

Code Section 415(e) limitation. To the extent necessary to satisfy the
limitation under Plan Section 3.17 for Limitation Years beginning prior to the
repeal of Code Section 415(e), the Employer will reduce: (Choose one of (f) or
(g))

[ ]  (f)  The Participant's projected annual benefit under the defined benefit
          plan.

[ ]  (g)  The Employer's contribution or allocation on behalf of the
          Participant to the defined contribution plan and then, if
          necessary, the Participant's projected annual benefit under the
          defined benefit plan.

Coordination with top-heavy minimum allocation. The Plan Administrator will
apply the top-heavy minimum allocation provisions of Article XII with the
following modifications: (Choose (h) or choose (i) or (j) or both as
applicable)

[ ]  (h)  No modifications.

[ ]  (i)  For Non-Key Employees participating only in this Plan, the top-heavy
          minimum allocation is the minimum allocation determined by
          substituting         % (not less than 4%) for "3%," except: (Choose
                       --------
          one of (1) or (2))
    [ ]  (1)  No exceptions.
    [ ]  (2)  Plan Years in which the top-heavy ratio exceeds 90%.

[ ]  (j)  For Non-Key Employees also participating in the defined benefit
          plan, the top-heavy minimum is: (Choose one of (1) or (2))
    [ ]  (1)  5% of Compensation irrespective of the contribution rate of any
              Key Employee: (Choose one of a. or b.)
          [ ] a. No exceptions.
          [ ] b. Substituting "7 1/2%" for "5%" if the top-heavy ratio does
                 not exceed 90%.
    [ ]  (2)  0%. [Note: The defined benefit plan must satisfy the top-heavy
              minimum benefit requirement for these Non-Key Employees.]

Actuarial assumptions for top-heavy calculation. To determine the top-heavy
ratio, the Plan Administrator will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
          .
----------

                                      18
CHECKLIST OF EMPLOYER INFORMATION
                  AND EMPLOYER ADMINISTRATIVE ELECTIONS

Commencing with the 2001 Plan Year

     The Prototype Plan permits the Employer to make certain administrative
elections not reflected in the Adoption Agreement. This form lists those
administrative elections and provides a means of recording the Employer's
elections. This checklist is not part of the Plan document

34.   Employer Information.
Timberland Bank
-----------------------------------------------------------------------------
[Employer Name]
P.O. Box 697
-----------------------------------------------------------------------------
[Address]
Hoquiam, Washington 98550                 (360) 533-4745
----------------------------------        -----------------------------------
[City, State and Zip Code]                [Telephone Number]

35.   Form of Business.

    (a) [X] Corporation                  (b) [ ] S Corporation
    (c) [ ] Limited Liability Company    (d) [ ] Sole Proprietorship
    (e) [ ] Partnership                  (f) [ ]
                                                 -------------

36.   Section 1.07(F) - Nondiscriminatory definition of Compensation. When
testing nondiscrimination under the Plan, the Plan permits the Employer to
make elections regarding the definition of Compensation. [Note: This election
solely is for purposes of nondiscrimination testing. The election does not
affect the Employer's elections under Section 1.07 which apply for purposes of
allocating Employer contributions and Participant forfeitures.]

(a)  [X]  The Plan will "gross up" Compensation for Elective Contributions.

(b)  [ ]  The Plan will exclude Elective Contributions.

37.   Section 4.04 - Rollover contributions.

(a)  [X]  The Plan accepts rollover contributions.

(b)  [ ]  The Plan does not accept rollover contributions.

38.   Section 8.06 - Participant direction of investment/404(c). The Plan
authorizes Participant direction of investment with Trustee consent. If the
Trustee permits Participant direction of investment, the Employer and the
Trustee should adopt a policy which establishes the applicable conditions and
limitations, including whether they intend the Plan to comply with ERISA
Section 404(c).

(a)  [ ]  The Plan permits Participant direction of investment and is a 404(c)
          plan.

(b)  [X]  The Plan does not permit Participant direction of investment or is a
          non-404(c) plan.

39.   Section 9.04[A] - Participant loans. The Plan authorizes the Plan
Administrator to adopt a written loan policy to permit Participant loans.

(a)  [ ]  The Plan permits Participant loans subject to the following
          conditions:

    (1)  [ ]  Minimum loan amount: $        .
                                   --------

    (2)  [ ]  Maximum number of outstanding loans:              .
                                                  --------------

    (3)  [ ]  Reasons for which a Participant may request a loan:
          a.  [ ]  Any purpose.
          b.  [ ]  Hardship events.
          c.  [ ]  Other:              .
                         --------------
    (4)  [ ]  Suspension of loan repayments:
          a.  [ ]  Not permitted.
          b.  [ ]  Permitted for non-military leave of absence.
          c.  [ ]  Permitted for military service leave of absence.
    (5)  [ ]  The Participant must be a party in interest.

(b)  [X]  The Plan does not permit Participant loans.

40.   Section 11.01 - Life insurance. The Plan with Employer approval
authorizes the Trustee to acquire life insurance.

(a)  [ ]  The Plan will invest in life insurance contracts.

(b)  [X]  The Plan will not invest in life insurance contracts.

41.   Surety bond company:              . Surety bond amount:  $
                          --------------                        --------

                                      19
EGTRRA
                              AMENDMENT TO THE

                              TIMBERLAND BANK
                        401(K) PROFIT SHARING PLAN
ARTICLE I
                                    PREAMBLE

1.1   Adoption and effective date of amendment. This amendment of the plan is
      adopted to reflect certain provisions of the Economic Growth and Tax
      Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended
      as good faith compliance with the requirements of EGTRRA and is to be
      construed in accordance with EGTRRA and guidance issued thereunder.
      Except as otherwise provided, this amendment shall be effective as of
      the first day of the first plan year beginning after December 31, 2001.

1.2   Adoption by prototype sponsor. Except as otherwise provided herein,
      pursuant to Section 5.01 of Revenue Procedure 2000-20 (or pursuant to
      the corresponding provision in Revenue Procedure 89-9 or Revenue
      Procedure 89-13), the sponsor hereby adopts this amendment on behalf of
      all adopting employers.

1.3   Supersession of inconsistent provisions. This amendment shall supersede
      the provisions of the plan to the extent those provisions are
      inconsistent with the provisions of this amendment.

                                  ARTICLE II
                        ADOPTION AGREEMENT ELECTIONS
-----------------------------------------------------------------------------
The questions in this Article II only need to be completed in order to
override the default provisions set forth below. If all of the default
provisions will apply, then these questions should be skipped.

Unless the employer elects otherwise in this Article II, the following
defaults apply:
1)  The vesting schedule for matching contributions will be a 6 year graded
    schedule (if the plan currently has a graded schedule that does not
    satisfy EGTRRA) or a 3 year cliff schedule (if the plan currently has a
    cliff schedule that does not satisfy EGTRRA), and such schedule will apply
    to all matching contributions (even those made prior to 2002).
2)  Rollovers are automatically excluded in determining whether the $5,000
    threshold has been exceeded for automatic cash-outs (if the plan is not
    subject to the qualified joint and survivor annuity rules and provides
    for automatic cash-outs). This is applied to all participants regardless
    of when the distributable event occurred.
3)  The suspension period after a hardship distribution is made will be 6
    months and this will only apply to hardship distributions made after 2001.
4)  Catch-up contributions will be allowed.
5)  For target benefit plans, the increased compensation limit of $200,000
    will be applied retroactively (i.e., to years prior to 2002).

-----------------------------------------------------------------------------

2.1   Vesting Schedule for Matching Contributions

      If there are matching contributions subject to a vesting schedule that
      does not satisfy EGTRRA, then unless otherwise elected below, for
      participants who complete an hour of service in a plan year beginning
      after December 31, 2001, the following vesting schedule will apply to
      all matching contributions subject to a vesting schedule:

      If the plan has a graded vesting schedule (i.e., the vesting schedule
      includes a vested percentage that is more than 0% and less than 100%)
      the following will apply:

           Years of vesting service        Nonforfeitable percentage

                     2                                20%
                     3                                40%
                     4                                60%
                     5                                80%
                     6                               100%

      If the plan does not have a graded vesting schedule, then matching
      contributions will be nonforfeitable upon the completion of 3 years of
      vesting service.

      In lieu of the above vesting schedule, the employer elects the following
      schedule:
      a.  [ ]  3 year cliff (a participant's accrued benefit derived from
               employer matching contributions shall be nonforfeitable upon
               the participant's completion of three years of vesting
               service).
      b.  [ ]  6 year graded schedule (20% after 2 years of vesting service
               and an additional 20% for each year thereafter).
      c.  [ ]  Other (must be at least as liberal as a. or the b. above):

                                              1
Years of vesting service        Nonforfeitable percentage

                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%
                   -------                         ---------%

      The vesting schedule set forth herein shall only apply to participants
      who complete an hour of service in a plan year beginning after December
      31, 2001, and, unless the option below is elected, shall apply to all
      matching contributions subject to a vesting schedule.
      d.  [ ] The vesting schedule will only apply to matching contributions
              made in plan years beginning after December 31, 2001 (the prior
              schedule will apply to matching contributions made in prior plan
              years).

2.2   Exclusion of Rollovers in Application of Involuntary Cash-out Provisions
      (for profit sharing and 401(k) plans only). If the plan is not subject
      to the qualified joint and survivor annuity rules and includes
      involuntary cash-out provisions, then unless one of the options below is
      elected, effective for distributions made after December 31, 2001,
      rollover contributions will be excluded in determining the value of the
      participant's nonforfeitable account balance for purposes of the plan's
      involuntary cash-out rules.
      a.  [ ]  Rollover contributions will not be excluded.
      b.  [ ]  Rollover contributions will be excluded only with respect to
               distributions made after             . (Enter a date no earlier
                                        ------------
               than December 31, 2001.)
      c.  [ ]  Rollover contributions will only be excluded with respect to
               participants who separated from service after             .
                                                             ------------
               (Enter a date. The date may be earlier than December 31, 2001.)

2.3   Suspension period of hardship distributions.  If the plan provides for
      hardship distributions upon satisfaction of the safe harbor (deemed)
      standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
      then, unless the option below is elected, the suspension period
      following a hardship distribution shall only apply to hardship
      distributions made after December 31, 2001.
      [ ]  With regard to hardship distributions made during 2001, a
           participant shall be prohibited from making elective deferrals and
           employee contributions under this and all other plans until the
           later of January 1, 2002, or 6 months after receipt of the
           distribution.

2.4   Catch-up contributions (for 401(k) profit sharing plans only): The plan
      permits catch-up contributions (Article VI) unless the option below is
      elected.
      [ ]  The plan does not permit catch-up contributions to be made.

2.5   For target benefit plans only: The increased compensation limit
      ($200,000 limit) shall apply to years prior to 2002 unless the option
      below is elected.
      [ ]  The increased compensation limit will not apply to years prior to
           2002.

                                 ARTICLE III
                      VESTING OF MATCHING CONTRIBUTIONS

3.1   Applicability. This Article shall apply to participants who complete an
      Hour of Service after December 31, 2001, with respect to accrued
      benefits derived from employer matching contributions made in plan years
      beginning after December 31, 2001. Unless otherwise elected by the
      employer in Section 2.1 above, this Article shall also apply to all such
      participants with respect to accrued benefits derived from employer
      matching contributions made in plan years beginning prior to January 1,
      2002.

3.2   Vesting schedule. A participant's accrued benefit derived from employer
      matching contributions shall vest as provided in Section 2.1 of this
      amendment.

                                   ARTICLE IV
                             INVOLUNTARY CASH-OUTS

4.1   Applicability and effective date. If the plan provides for involuntary
      cash-outs of amounts less than $5,000, then unless otherwise elected in
      Section 2.2 of this amendment, this Article shall apply for
      distributions made after December 31, 2001, and shall apply to all
      participants. However, regardless of the preceding, this Article shall
      not apply if the plan is subject to the qualified joint and survivor
      annuity requirements of Sections 401(a)(11) and 417 of the Code.

4.2   Rollovers disregarded in determining value of account balance for
      involuntary distributions. For purposes of the Sections of the plan that
      provide for the involuntary distribution of vested accrued benefits of
      $5,000 or less, the value of a participant's nonforfeitable account
      balance shall be determined without regard to that portion of the
      account balance that is attributable to rollover contributions (and
      earnings allocable thereto) within the meaning of Sections 402(c),
      403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If
      the value of the participant's nonforfeitable account balance as so
      determined is $5,000 or less, then the plan shall immediately distribute
      the

                                      2
participant's entire nonforfeitable account balance.

                                  ARTICLE V
                           HARDSHIP DISTRIBUTIONS

5.1   Applicability and effective date. If the plan provides for hardship
      distributions upon satisfaction of the safe harbor (deemed) standards as
      set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
      shall apply for calendar years beginning after 2001.

5.2   Suspension period following hardship distribution. A participant who
      receives a distribution of elective deferrals after December 31, 2001,
      on account of hardship shall be prohibited from making elective
      deferrals and employee contributions under this and all other plans of
      the employer for 6 months after receipt of the distribution.
      Furthermore, if elected by the employer in Section 2.3 of this
      amendment, a participant who receives a distribution of elective
      deferrals in calendar year 2001 on account of hardship shall be
      prohibited from making elective deferrals and employee contributions
      under this and all other plans until the later of January 1, 2002, or 6
      months after receipt of the distribution.

                                   ARTICLE VI
                            CATCH-UP CONTRIBUTIONS

Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under
this plan and who have attained age 50 before the close of the plan year shall
be eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Section 414(v) of the Code. Such catch-up contributions
shall not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

                                     ARTICLE VII
                          INCREASE IN COMPENSATION LIMIT

Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning
after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.
Annual compensation means compensation during the plan year or such other
consecutive 12-month period over which compensation is otherwise determined
under the plan (the determination period). If this is a target benefit plan,
then except as otherwise elected in Section 2.5 of this amendment, for
purposes of determining benefit accruals in a plan year beginning after
December 31, 2001, compensation for any prior determination period shall be
limited to $200,000. The cost-of-living adjustment in effect for a calendar
year applies to annual compensation for the determination period that begins
with or within such calendar year.

                                    ARTICLE VIII
                                     PLAN LOANS

Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.

                                     ARTICLE IX
               LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)

9.1   Effective date. This Section shall be effective for limitation years
      beginning after December 31, 2001.

9.2   Maximum annual addition. Except to the extent permitted under Article VI
      of this amendment and Section 414(v) of the Code, if applicable, the
      annual addition that may be contributed or allocated to a participant's
      account under the plan for any limitation year shall not exceed the
      lesser of:

      a.  $40,000, as adjusted for increases in the cost-of-living under
          Section 415(d) of the Code, or

      b.  100 percent of the participant's compensation, within the meaning of
          Section 415(c)(3) of the Code, for the limitation year.

      The compensation limit referred to in b. shall not apply to any
      contribution for medical benefits after separation from service
      (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code)
      which is otherwise treated as an annual addition.

                                  ARTICLE X
                       MODIFICATION OF TOP-HEAVY RULES

10.1   Effective date. This Article shall apply for purposes of determining
       whether the plan is a top-heavy plan under

                                      3
Section 416(g) of the Code for plan years beginning after December 31,
       2001, and whether the plan satisfies the minimum benefits requirements
       of Section 416(c) of the Code for such years. This Article amends the
       top-heavy provisions of the plan.

10.2   Determination of top-heavy status.

10.2.1 Key employee. Key employee means any employee or former employee
       (including any deceased employee) who at any time during the plan year
       that includes the determination date was an officer of the employer
       having annual compensation greater than $130,000 (as adjusted under
       Section 416(i)(1) of the Code for plan years beginning after December
       31, 2002), a 5-percent owner of the employer, or a 1-percent owner of
       the employer having annual compensation of more than $150,000.  For
       this purpose, annual compensation means 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 with Section 416(i)(1) of the Code
       and the applicable regulations and other guidance of general
       applicability issued thereunder.

10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
       apply for purposes of determining the present values of accrued
       benefits and the amounts of account balances of employees as of the
       determination date.

       a.  Distributions during year ending on the determination date. The
           present values of accrued benefits and the amounts of account
           balances of an employee as of the determination date shall be
           increased by the distributions made with respect to the employee
           under the plan and any plan aggregated with the plan under
           Section 416(g)(2) of the Code during the 1-year period ending on
           the determination date. The preceding sentence shall also apply to
           distributions under a terminated plan which, had it not been
           terminated, would have been aggregated with the plan under Section
           416(g)(2)(A)(i) of the Code. In the case of a distribution made for
           a reason other than separation from service, death, or disability,
           this provision shall be applied by substituting "5-year period" for
           "1-year period."

       b.  Employees not performing services during year ending on the
           determination date. The accrued benefits and accounts of any
           individual who has not performed services for the employer during
           the 1-year period ending on the determination date shall not be
           taken into account.

10.3   Minimum benefits.

10.3.1 Matching contributions. Employer matching contributions shall be taken
       into account for purposes of satisfying the minimum contribution
       requirements of Section 416(c)(2) of the Code and the plan. The
       preceding sentence shall apply with respect to matching contributions
       under the plan or, if the plan provides that the minimum contribution
       requirement shall be met in another plan, such other plan. Employer
       matching contributions that are used to satisfy the minimum
       contribution requirements shall be treated as matching contributions
       for purposes of the actual contribution percentage test and other
       requirements of Section 401(m) of the Code.

10.3.2 Contributions under other plans. The employer may provide, in an
       addendum to this amendment, that the minimum benefit requirement shall
       be met in another plan (including another plan that consists solely of
       a cash or deferred arrangement which meets the requirements of Section
       401(k)(12) of the Code and matching contributions with respect to
       which the requirements of Section 401(m)(11) of the Code are met). The
       addendum should include the name of the other plan, the minimum benefit
       that will be provided under such other plan, and the employees who will
       receive the minimum benefit under such other plan.

                                  ARTICLE XI
                               DIRECT ROLLOVERS

11.1   Effective date. This Article shall apply to distributions made after
       December 31, 2001.

11.2   Modification of definition of eligible retirement plan. For purposes of
       the direct rollover provisions of the plan, an eligible retirement plan
       shall also mean an annuity contract described in Section 403(b) of the
       Code and an eligible 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 state or political subdivision of a state and
       which agrees to separately account for amounts transferred into such
       plan from this plan. The definition of eligible retirement plan shall
       also apply in the case of a distribution to a surviving spouse, or to a
       spouse or former spouse who is the alternate payee under a qualified
       domestic relation order, as defined in Section 414(p) of the Code.

11.3   Modification of definition of eligible rollover distribution to exclude
       hardship distributions. For purposes of the direct rollover provisions
       of the plan, any amount that is distributed on account of hardship
       shall not be an eligible rollover distribution and the distributee may
       not elect to have any portion of such a distribution paid directly to
       an eligible retirement plan.

11.4   Modification of definition of eligible rollover distribution to include
       after-tax employee contributions. For purposes of the direct rollover
       provisions in the plan, a portion of a distribution shall not fail to
       be an eligible rollover distribution merely because the portion
       consists of after-tax employee contributions which are not includible
       in gross income.

                                      4
However, such portion may be transferred only to an individual
       retirement account or annuity described in Section 408(a) or (b) of the
       Code, or to a qualified defined contribution plan described in Section
       401(a) or 403(a) of the Code that agrees to separately account for
       amounts so transferred, including separately accounting for the portion
       of such distribution which is includible in gross income and the
       portion of such distribution which is not so includible.

                                ARTICLE XII
                       ROLLOVERS FROM OTHER PLANS

Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that
may be accepted by this plan.

                              ARTICLE XIII
                      REPEAL OF MULTIPLE USE TEST

Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.

                               ARTICLE XIV
                           ELECTIVE DEFERRALS

14.1   Elective Deferrals - Contribution Limitation. No participant shall be
       permitted to have elective deferrals made under this plan, or any other
       qualified plan maintained by the employer during any taxable year, in
       excess of the dollar limitation contained in Section 402(g) of the Code
       in effect for such taxable year, except to the extent permitted under
       Article VI of this amendment and Section 414(v) of the Code, if
       applicable.

14.2   Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
       SIMPLE 401(k) plan, then except to the extent permitted under Article
       VI of this amendment and Section 414(v) of the Code, if applicable, the
       maximum salary reduction contribution that can be made to this plan is
       the amount determined under Section 408(p)(2)(A)(ii) of the Code for
       the calendar year.

                                ARTICLE XV
                       SAFE HARBOR PLAN PROVISIONS

Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement
which meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.

                                ARTICLE XVI
                DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT

16.1   Effective date. This Article shall apply for distributions and
       transactions made after December 31, 2001, regardless of when the
       severance of employment occurred.

16.2   New distributable event. A participant's elective deferrals, qualified
       nonelective contributions, qualified matching contributions, and
       earnings attributable to these contributions shall be distributed on
       account of the participant's severance from employment. However, such a
       distribution shall be subject to the other provisions of the plan
       regarding distributions, other than provisions that require a
       separation from service before such amounts may be distributed.

This amendment has been executed this 23rd  day of     April       , 2002.
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Name of Employer: Timberland Bank
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By: /s/ Dean J. Brydon
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                EMPLOYER

Name of Plan: Timberland Bank 401(k) Profit Sharing Plan

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