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As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 333-_______
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ALASKA AIR GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)

91-1292054
(I.R.S. Employer Identification No.)

19300 PACIFIC HIGHWAY SOUTH
SEATTLE, WASHINGTON 98188
(Address of Principal Executive Offices, including Zip Code)

ALASKA AIR GROUP, INC.
NONEMPLOYEE DIRECTOR STOCK PLAN
(Full Title of the Plan)
---------------------
KEITH LOVELESS
Associate General Counsel and Corporate Secretary
Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, Washington 98188
(206) 431-3731
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
-------------------

Copy to:
J. Sue Morgan
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888

CALCULATION OF REGISTRATION FEE

- ----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum           Proposed Maximum
Title of Securities         Amount to Be        Offering Price Per         Aggregate Offering          Amount of
to Be Registered            Registered              Share(1)                   Price(1)           Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par
value per share(2)                 25,000(3)              $28.0625                   $701,563                 $213

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

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended. The
price per share is estimated to be $28.0625, based on the average of the
high sales price ($28.25) and the low sales price ($27.875) for the
Registrant's Common Stock as reported on the New York Stock Exchange on
August 13, 1997.

(2)  Includes rights to purchase Series A Participating Preferred Stock
associated with the Common Stock.

(3)  Includes an indeterminate number of additional shares that may be necessary
to adjust the number of shares reserved for issuance pursuant to the
Nonemployee Director Stock Plan as the result of any future stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal
cash dividend, or similar adjustment of the Registrant's outstanding Common
Stock.

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PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference in this
Registration Statement:

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed on February 15, 1997 with the Securities and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), which contains certified financial
statements for the most recent fiscal year for which such statements have been
filed;

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

(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
September 19, 1985 (Registration No. 1-8957), under Section 12(b) of the
Exchange Act, including any amendments or reports filed for the purpose of
updating such description.

All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment, which indicates that the securities
offered hereby have been sold or which deregisters the securities covered hereby
then remaining unsold, shall also be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and 

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reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted under similar standards, except that
no indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine that despite the adjudication of liability, such person
is fairly and reasonably entitled to be indemnified for such expenses which the
court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director
or officer of a Delaware corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections 145(a) and (b) or in the
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such person or incurred by him or her in any such capacity or arising out of his
or her status as such whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145.

Article VIII of the Registrant's By-Laws requires indemnification to
the full extent permitted by the DGCL or other applicable law. Subject to any
restrictions imposed by such law, the By-Laws provide a right to indemnification
for all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by the indemnitee in connection
with any actual or threatened action, suit or proceeding by reason of the fact
that such person is or was a director or officer of the Registrant or, being or
having been such a director, officer or an employee of the Registrant, he or she
is or was serving at the request of the Registrant as a director, officer,
employee or agent of another corporation or other entity.

Section 102(b)(7) of the DGCL provides that a corporation in its
original certificate of incorporation or an amendment thereto validly approved
by stockholders may eliminate or limit personal liability of members of its
board of directors of governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase that was illegal or obtaining an improper personal
benefit. A provision of this type has no effect on the availability of equitable
remedies, such as injunction or rescission, for breach of fiduciary duty.
Article 11 of the Registrant's Certificate of Incorporation provides for such
limitation of liabilities to the full extent permitted by the DGCL.

The Registrant's officers and directors are covered by insurance (with
certain exceptions and with certain limitations) which indemnifies them against
losses and liabilities arising from certain alleged "wrongful acts," including
alleged errors or misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.

ITEM 8.  EXHIBITS

Exhibit
Number   Description
-------  -----------

5.1      Opinion of Perkins Coie regarding legality of the Common
Stock being 

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registered
23.1      Consent of Arthur Andersen L.L.P. (see page II-6)
23.2      Consent of Perkins Coie (included in its Opinion filed
as Exhibit 5.1)
24.1      Power of Attorney (see page II-5)
99.1      Alaska Air Group, Inc. Nonemployee Director Stock Plan

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:

(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");

(b) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

(c) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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 to be the initial bona
fide offering thereof.

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

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement 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 to be the initial bona
fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or 

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Seattle, State of Washington, on the 14th day of
August, 1997.

ALASKA AIR GROUP, INC.

By    /s/ John F. Kelly
---------------------------------------------
John F. Kelly
Chairman of the Board, Chief Executive Officer
and President

POWER OF ATTORNEY

Each person whose signature appears below hereby authorizes John F. Kelly and
Harry G. Lehr, and each of them, as attorneys-in-fact, with full power of
substitution, to execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file, any or all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Commission or any regulatory authority.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 14th day of August, 1997.

Signature                                 Title
---------                                 -----

/s/ John F. Kelly                  Chairman of the Board, Chief Executive Officer
- ----------------------------------------       and President
John F. Kelly

/s/ Harry G. Lehr                 Senior Vice President/Finance (Principal Financial and
- ----------------------------------------       Accounting Officer)
Harry G. Lehr

/s/ Bradley D. Tilden
- ----------------------------------------       Controller
Bradley D. Tilden

/s/ Ronald F. Cosgrave
- ----------------------------------------       Director
Ronald F. Cosgrave

/s/ Mary Jane Fate
- ----------------------------------------       Director
Mary Jane Fate

/s/ Bruce R. Kennedy
- ----------------------------------------       Director
Bruce R. Kennedy

/s/ R. Marc Langland
- ----------------------------------------       Director
R. Marc Langland

/s/ Byron I. Mallott
- ----------------------------------------       Director
Byron I. Mallott

/s/ Robert L. Parker, Jr.
- ----------------------------------------       Director
Robert L. Parker, Jr.

/s/ John V. Rindlaub
- ----------------------------------------       Director
John V. Rindlaub

/s/ Richard A. Wien
- ----------------------------------------       Director
Richard A. Wien

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EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated January
24, 1997 included in Alaska Air Group, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1996, and to all references to our Firm included in this
registration statement.

ARTHUR ANDERSEN LLP

Seattle, Washington
August 14, 1997

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INDEX TO EXHIBITS

Exhibit
Number          Description
- -------         -----------

5.1        Opinion of Perkins Coie regarding legality of Common Stock being registered

23.1        Consent of Arthur Andersen L.L.P. (see page II-6)

23.2        Consent of Perkins Coie (included in its Opinion filed as Exhibit 5.1)

24.1        Power of Attorney (see page II-5)

99.1        Alaska Air Group, Inc. Nonemployee Director Stock Plan

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EXHIBIT 5.1

PERKINS COIE
A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
1201 THIRD AVENUE, 40TH FLOOR, SEATTLE, WASHINGTON 98101-3099
TELEPHONE: (206) 583-8888 FACSIMILE: (206) 583-8500

August 14, 1997

Alaska Air Group, Inc.
19300 Pacific Highway South
Seattle, WA  98188

Re:      Registration Statement on Form S-8 of Shares of Common Stock, 
Par Value $1.00 per Share, of Alaska Air Group, Inc.

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended ("the Act"), which you are filing with the
Securities and Exchange Commission with respect to 25,000 shares of Common
Stock, $1.00 par value per share (the "Shares"), which may be issued pursuant to
the Alaska Air Group, Inc. Nonemployee Director Stock Plan (the "Plan"). We have
examined the Registration Statement and such documents and records of the
Company and other documents as we have deemed necessary for the purpose of this
opinion. In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with originals of all
instruments presented to us as copies and the genuineness of all signatures.

Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the Plan have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares, issuance thereof by the Company in accordance
with the terms of the Plan, and the receipt of consideration therefor in
accordance with the terms of the Plan, such Shares will be validly issued, fully
paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

PERKINS COIE

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Exhibit 99.1

ALASKA AIR GROUP, INC.
NONEMPLOYEE DIRECTOR STOCK PLAN

1.       Establishment, Purpose and Duration of the Plan

(a) The purpose of the Plan is to provide ownership of the Company's
Common Stock to nonemployee members of the Board of Directors in order to
strengthen the commonality of interest between directors and stockholders and to
improve the Company's ability to attract and retain highly qualified individuals
to serve as directors of the Company.

(b)      The Plan shall become effective as of July 29, 1997.

(c) The Plan shall remain in effect, subject to the right of the Board
to terminate the Plan at any time pursuant to Section 12, until all shares
subject to the Plan have been purchased or acquired according to the Plan's
provisions.

2.       Definitions

When used herein, the following terms shall have the respective
meanings set forth below:

(a) "Annual Retainer" means the annual retainer payable to all
Nonemployee Directors (exclusive of any per-meeting fees, committee chair fees
or expense reimbursements).

(b) "Annual Meeting of Stockholders" means the annual
meeting of stockholders of the Company at which directors of the Company are
elected.
(c) "Board" or "Board of Directors" means the Board of
Directors of the Company.

(d) "Common Stock" means the Common Stock, par value $1.00
per share, of the Company.

(e) "Company" means Alaska Air Group, Inc., a Delaware
corporation, or any successor corporation as provided in Section 13 herein.

(f) "Effective Date" of the Plan means July 29, 1997.

(g) "Employee" means any officer or employee of the Company
or of any Subsidiary. Directors who are not otherwise employed by the Company or
any Subsidiary shall not be considered employees for purposes of the Plan.

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(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended, or any successor act thereto.

(i) "Market Price" means the average closing price of the
Common Stock as reported daily in The Wall Street Journal or similar readily
available public source for each of the 30 trading days immediately preceding
the date a Stock Payment is made.

(j) "Nonemployee Director" or "Participant" means any person
who is elected or appointed to the Board of Directors and who is not an
Employee.

(k) "Plan" means the Company's Nonemployee Director Stock
Plan as set forth herein, as it may be amended from time to time.

(l) "Plan Administrator" means the Board or a committee
whose members meet the requirements of Section 4(a) hereof, appointed from time
to time by the Board to administer the Plan.

(m) "Plan Year" means the period commencing on the Effective
Date of the Plan and ending on the date immediately prior to the Company's
Annual Meeting of Shareholders in 1998 (the "Initial Plan Year") and,
thereafter, the period each year beginning on the date immediately following the
Company's Annual Meeting of Shareholders for that year and ending immediately
prior to the Company's Annual Meeting of Shareholders in the next succeeding
calendar year.

(n) "Stock Payment" means the fixed portion of the Annual
Retainer to be paid to Nonemployee Directors in shares of Common Stock rather
than cash for services rendered as a director of the Company as provided in
Section 6 hereof including that portion of the Stock Payment resulting from the
election specified in Section 7 herein.

(o) "Subsidiary" means any corporation that is a "subsidiary
corporation" of the Company, as that term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended.

3.       Shares of Common Stock Subject to the Plan

The maximum aggregate number of shares of Common Stock that may be
delivered under the Plan is 25,000 shares. The Common Stock to be delivered
under the Plan may consist in whole or in part of authorized and unissued shares
of Common Stock or treasury shares.

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4.       Administration of the Plan

(a) The Plan will be administered by the Board or by a committee
appointed by the Board consisting of one or more persons who are not eligible to
participate in the Plan. Members of such committee need not be members of the
Board. The Company shall pay all costs of administration of the Plan.

(b) Subject to the express provisions of the Plan, the Plan
Administrator has and may exercise such powers and authority of the Board as may
be necessary or appropriate for the Plan Administrator to carry out its
functions under the Plan. Without limiting the generality of the foregoing, the
Plan Administrator shall have full power and authority (i) to determine all
questions of fact that may arise under the Plan, (ii) to interpret the Plan and
to make all other determinations necessary or advisable for the administration
of the Plan and (iii) to prescribe, amend and rescind rules and regulations
relating to the Plan, including, without limitation, any rules which the Plan
Administrator determines are necessary or appropriate to ensure that the Company
and the Plan will be able to comply with all applicable provisions of any
federal, state or local law, including securities laws. All interpretations,
determinations and actions by the Plan Administrator will be final, conclusive
and binding upon all parties. Any action of the Plan Administrator with respect
to the administration of the Plan shall be taken pursuant to a majority vote at
a meeting of the Plan Administrator (at which members may participate by
telephone) or by the unanimous written consent of its members.

5.       Participation in the Plan

All Nonemployee Directors shall participate in the Plan, subject to the
conditions and limitations of the Plan, so long as they remain eligible to
participate in the Plan as set forth below.

6.       Stock Payments

(a) Each director of the Company who is a Nonemployee Director at any
time during a Plan Year shall receive a Stock Payment as a portion of the Annual
Retainer payable to such director. The Stock Payment shall be made on the first
business day following (i) the Company's Annual Meeting of Stockholders
immediately preceding such Plan Year or (ii) such later date during the Plan
Year that the director is elected or appointed to the Board or becomes a
Nonemployee Director. The number of shares to be issued to each Participant as a
Stock Payment shall be determined by dividing the Market Price into $5,000;
provided, however, that no fractional shares shall be issued and in lieu thereof
the number of shares in the Stock Payment shall be rounded up to the next whole
number of shares. Notwithstanding 

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the foregoing, (x) the Stock Payment for the Initial Plan Year shall be made on
August 20, 1997 and (y) the Stock Payment for a director who first becomes a
Nonemployee Director on a date other than the first day of a Plan Year (or
August 20, 1997 for the Initial Plan Year) shall be determined by multiplying
the number of shares of a full Stock Payment for that Plan Year by the number of
months or partial months between the director's first becoming a Nonemployee
Director and the next Annual Meeting of Shareholders, dividing that number by
12, and rounding up to the next whole number of shares. Certificates evidencing
the shares of Common Stock constituting Stock Payments shall be registered in
the respective names of, or as directed by, the Participants and shall be issued
to each Participant. The cash position of the Annual Retainer shall be paid to
Nonemployee Directors at such times and in such manner as may be determined by
the Board.

(b) No Nonemployee Director shall be required to forfeit or otherwise
return any shares of Common Stock issued to him or her as a Stock Payment
pursuant to the Plan (including any shares of Common Stock received as a result
of an election under Section 7) notwithstanding any change in status of such
Nonemployee Director which renders him or her ineligible to continue as a
Participant in the Plan.

7.       Election to Increase Amount of Stock Payment

In lieu of receiving the cash portion of his or her Annual Retainer, a
Participant may make a written election to reduce up to 100% of the cash portion
of such Annual Retainer by a specified percentage or dollar amount and have such
amount applied to purchase additional shares of Common Stock of the Company.

The election shall be made on a form provided by the Plan Administrator
and must be returned to the Plan Administrator on such date as the Plan
Administrator shall establish, but in any case no later than the first day of
the Plan Year to which the election relates. The election form shall state the
amount by which the Participant desires to reduce the cash portion of his or her
Annual Retainer, which shall be applied toward the purchase of Common Stock on
the same date that the Stock Payment is made; provided, however, that no
fractional shares may be purchased. Any funds withheld but not able to be
applied to the purchase of whole shares shall be paid to the Participant in
cash. No Participant shall be allowed to change or revoke any election for the
relevant year, but may change his or her election for any subsequent Plan Year.

8.       Stockholder Rights

Nonemployee Directors shall not be deemed for any purpose to be or have
rights as shareholders of the Company with respect to any shares of Common Stock

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except as and when such shares are issued and then only from the date of the
certificate therefor. No adjustment shall be made for dividends or distributions
or other rights for which the record date precedes the date of such stock
certificate.

9.       Continuation of Directors in Same Status

Nothing in the Plan or in any instrument executed pursuant to the Plan
or any action taken pursuant to the Plan shall be construed as creating or
constituting evidence of any agreement or understanding, express or implied,
that a Nonemployee Director will have any right to continue as a director or in
any other capacity for any period of time or at a particular retainer or other
rate of compensation.

10.      Compliance with Government Regulations

Neither the Plan nor the Company shall be obligated to issue any shares
of Common Stock pursuant to the Plan at any time unless and until all applicable
requirements imposed by any federal or state securities or other laws, rules and
regulations, by any regulatory agencies or by any stock exchanges upon which the
Common Stock may be listed have been fully met. As a condition precedent to any
issuance of shares of Common Stock and delivery of certificates evidencing such
shares pursuant to the Plan, the Board or the Plan Administrator may require a
Participant to take any such action and to make any such covenants, agreements
and representations as the Board or the Plan Administrator, as the case may be,
in its discretion deems necessary or advisable to ensure compliance with such
requirements. The Company shall in no event be obligated to register the shares
of Common Stock deliverable under the Plan pursuant to the Securities Act of
1933, as amended, or to qualify or register such shares under any securities
laws of any state upon their issuance under the Plan or at any time thereafter,
or to take any other action in order to cause the issuance and delivery of such
shares under the Plan or any subsequent offer, sale or other transfer of such
shares to comply with any such law, regulation or requirement. Participants are
responsible for complying with all applicable federal and state securities and
other laws, rules and regulations in connection with any offer, sale or other
transfer of the shares of Common Stock issued under the Plan or any interest
therein including, without limitation, compliance with the registration
requirements of the Securities Act of 1933, as amended (unless an exemption
therefrom is available), or with the provisions of Rule 144 promulgated
thereunder, if available, or any successor provisions.

11.      Nontransferability of Rights

No Participant shall have the right to assign the right to receive any
Stock Payment or any other right of interest under the Plan, contingent or
otherwise, or to 

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cause or permit any encumbrance, pledge or charge of any nature to be imposed on
any such Stock Payment (prior to the issuance of stock certificates evidencing
such Stock Payment) or any such right or interest.

12.      Amendment and Termination of Plan

(a) The Board will have the power, in its discretion, to amend,
suspend or terminate the Plan at any time.

(b) No amendment, suspension or termination of the Plan will, without
the consent of the Participant, alter, terminate, impair or adversely affect any
right or obligations under any Stock Payment previously granted under the Plan
to such Participant, unless such amendment, suspension or termination is
required by applicable law.

(c) Notwithstanding the foregoing, any provision of the Plan that
either states the amount and price of securities to be issued under the Plan and
specifies the price and timing of such issuances, or sets forth a formula that
determines the amount, Price and timing of such issuances, shall not be amended
more than once every six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income Security Act, or the rules
thereunder.

13.      Successors

All obligations of the Company under the Plan shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.

14.      Severability

In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and enforced as if the
illegal or invalid provision had not been included.

15.      Governing Law

To the extent not preempted by federal law, the Plan shall be construed
in accordance with, and governed by, the laws of the state of Washington.

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