
                                       EXHIBIT 10.3
                                     ----------------

June 10, 1996

Mr. Steve Lamson, CFO
Simpson Manufacturing Co., Inc.
4637 Chabot Drive, Suite 200
Pleasanton, CA  94588

Dear Steve:

In reference to the Agreement between Union Bank ("Bank") and Simpson 
Manufacturing, Inc. ("Borrower") dated July 15, 1995, the Bank and Borrower 
desire to amend the Agreement. This amendment shall be called the Fifth 
Amendment to the Agreement. Initially capitalized terms used herein which 
are not otherwise defined shall have the meaning assigned thereto in the 
Agreement.

  Amendment to the Agreement:

  (a)  Section 1.1.2 Standby L/C (A). The section is amended in its entirety 
       as follows:

       "Bank has issued for the account of Borrower, an irrevocable, standby 
       letter of credit, an "L/C" in the amount of Two Hundred Seventy Five 
       Thousand Pounds Sterling (GBP275,000) maturing June 15, 1997."

This Loan Amendment shall become effective when the Bank shall have received 
the acknowledgment copy of this Loan Amendment executed by the Borrower and 
the following executed documents, all of which the Bank must receive before 
July 15, 1996.

Except as specifically amended hereby, the Agreement shall remain in full 
force and effect and is hereby ratified and confirmed. This Loan Amendment 
shall not be a waiver of any existing default or breach of a condition to 
covenant unless specified herein.

Very truly yours,
Union Bank
A Division of Union Bank of California, N.A.

/s/Carol Garrett                       /s/Gary Shekerjian
- ----------------------------           -----------------------------------
Carol Garrett, Vice President          Gary Shekerjian, CO

Agreed and Accepted to this 20th day of June, 1996.

Simpson Manufacturing, Inc.


/s/Thomas J Fitzmyers                  /s/Steve Lamson
- ----------------------------           -----------------------------------

Thomas Fitzmyers, President            Steve Lamson, Chief Financial Officer

<PAGE>
                       ARBITRATION AGREEMENT
         (Commercial Transaction Not Secured By Real Property)
                             ADDENDUM A

(a)  Claims or Controversion Subject to Arbitration. Any claim or 
controversy between or among the parties to this agreement 
(collectively,) the "Parties" and Individually, a "Party") which 
arises out of or relates to (i) that certain APPLICATION FOR 
IRREVOCABLE STANDBY LETTER OF CREDIT AND STANDBY LETTER OF CREDIT 
AGREEMENT, executed by Simpson Strong-Tie Compnay Inc. in favor of 
Union Bank (Bank"), any extensions, renewals, amendments, 
substitutions or replacements thereof, and any related guaranty, 
subordination agreement, security agreement or any other related 
agreement or instrument (collectively, the "Subject Documents"), (ii) 
any negotiations, correspondence or communications relating to any of 
the Subject Documents, whether or not incorporated into the Subject 
Documents or any indebtedness evidenced thereby, (iii) the 
administration or management of the Subject Documents or any 
indebtedness evidenced thereby or (iv) any alleged agreements, 
promises, representations or transactions in connection therewith, 
including but not limited to any claim or controversy which arises 
out of or is based upon an alleged tort, shall at the written request 
of any Party, be determined by binding arbitration. The arbitration 
shall be conducted in accordance with Title 9 of the California Code 
of Civil Procedure Sections 1280 at seq. (the "California Arbitration 
Act") and under the Commercial Rules of the American Arbitration Association 
(the "AAA"). In connection with such arbitration, the Parties hereby 
expressly, intentionally and deliberately waive any right they may 
otherwise have to trial by jury of such claim or controversy.
(b)  Selection of Arbitrator. Within thirty (30) days after written 
demand, or within thirty (30) days after commencement by any Party of 
any lawsuit subject to this agreement, a single neutral arbitrator 
will be selected pursuant to the Commercial Rules of the AAA. 
However, the arbitrator selected must be a retired state or federal 
court judge with at least five years of judicial experience in civil 
matters. In the event that the selection pursuant to the Commercial 
Rules of the AAA does not result in the appointment of a single 
neutral arbitrator within thirty (30) days, any such Party may 
petition the court to appoint such an arbitrator. The Parties shall 
equally bear the fees and expenses of the arbitrator unless the 
arbitrator otherwise provides in the award.
(c)  Powers of and Limitations on the Arbitrator. The arbitrator 
shall have the powers provided by the California Arbitration Act and 
the Commercial Rules of the AAA except as provided in this agreement, 
including without limitation the following:
     (1)  The arbitrator shall determine all challenges to the 
legality and/or enforceability of this agreement.
     (2)  The arbitrator shall apply the rules of evidence to the 
same extent as they would be applied in a court of law.
     (3)  The arbitrator shall give effect to all legal and equitable 
defenses in determining any claim or controversy, including without 
limitation statutes of limitation, the statute of frauds, waiver and 
estoppel.
     (4)  A Party may not conduct discovery unless the arbitrator 
grants such Party leave to do so upon a showing of good cause. All 
discovery shall be completed within ninety (90) days after the 
appointment of the arbitrator. The arbitrator shall limit discovery 
to non-privileged material that is relevant to the issues to be 
determined by the arbitrator.
     (5)  The AAA shall determine the time of the hearing and shall 
designate its location from among the cities of San Francisco, Los 
Angeles and San Diego based upon the convenience of the arbitrator, 
the Parties and the witnesses. However, such hearing shall be 
commenced within thirty (30) days after completion of discovery, 
unless the arbitrator grants a continuance upon a showing of good 
cause by any Party. At least seven (7) days before the date set for 
such hearing, the Parties shall exchange copies of exhibits to be 
offered as evidence, and lists of the witnesses who will testify, at 
such hearing. Once commenced, the hearing shall proceed day to day 
until completed, unless the arbitrator grants a continuance upon a 
showing of good cause by any Party. Any Party may cause to be 
prepared, at its expense, a written transcription or electronic 
recordation of such hearing.
     (6)  Any award by the arbitrator shall be set forth in a written 
decision supported by written findings of fact and conclusions of law 
which the arbitrator shall deliver concurrently to the Parties.
     (7)  The award of the arbitrator may include equitable relief.
     (8)  The arbitrator may not award punitive damages unless the 
arbitrator first makes written findings of fact that would satisfy 
the requirements for recovery of punitive damages under California 
law. An such award of punitive damages shall not exceed a sum equal 
to twice the amount of actual damages as determined by the 
arbitrator.
     (9)  The arbitrator shall have the power to award reasonable 
attorneys' fees (including a reasonable allocation for the costs of 
in-house counsel) and costs to the prevailing party.
     (10)  The provisions of California Civil Code Sections 47 et 
seq. shall apply to the arbitration to the same extent as they would 
apply to a judicial proceeding subject to such provisions.
     (11)  The laws of the State of California shall govern the 
arbitration pursuant to this agreement.
(d)  Provisional Remedies, Self-Help and Foreclosure. No provision of 
this agreement shall limit the right of any Party (i) to exercise any 
self-help remedies, (ii) to foreclose upon or sell any collateral, by 
power of sale or otherwise, or (iii) to obtain or oppose provisional 
or ancillary remedies from a court of competent jurisdiction before, 
after or during the pendency of the arbitration. The exercise of, or 
opposition to, any such remedy does not waive the right of any Party 
to arbitration pursuant to this agreement. If any obligation under any 
Subject Document is or becomes secured by an interest in real 
property, then no claim or controversy shall be submitted to 
arbitration without the consent of the Parties. If the Parties do not 
consent to such submission, then the claim or controversy shall be 
determined by a judicial action in which all decisions of fact and 
law shall, at the request of any Party, be referred to a referee in 
accordance with California Code of Civil Procedure Sections 638 et 
seq. The referee shall be selected pursuant to the provisions of 
paragraph (b) of this agreement and shall have the powers conferred 
upon a arbitrator by paragraph (c) of this agreement. Judgment upon 
the award rendered by such referee shall be entered in the court in 
which such judicial action was commenced in accordance with 
California Code of Civil Procedure Sections 644 and 645.
(e)  Miscellaneous. Judgment upon the award of the arbitrator may be 
entered in any court of competent jurisdiction. In the event that 
multiple claims are asserted, some of which are found not subject to 
this agreement, the Parties agree to stay the proceedings of the 
claims not subject to this agreement until all other claims are 
resolved in accordance with this agreement. In the event that claims 
are asserted against multiple parties, some of whom are not subject 
to this agreement, the Parties agree to sever the claims subject to 
this agreement and resolve them in accordance with this agreement. In 
the event that any provision of this agreement is found to be illegal 
or unenforceable, the remainder of this agreement shall remain in 
full force and effect. The laws of the State of California shall 
govern the interpretation of this agreement. This agreement fully 
states all of the terms and conditions of the Parties' agreement 
regarding the matters mentioned in, or incidental to, this agreement. 
This agreement supersedes all oral negotiations and prior writings 
concerning the subject matter of this agreement.

UNION BANK

BY:  /s/CAROL GARRETT
     ----------------------
     CAROL GARRETT
     VICE PRESIDENT

SIMPSON STRONG-TIE COMPANY INC.

BY:  /s/THOMAS J FITZMYERS
     ----------------------
     Thomas J Fitzmyers, President

BY:  /s/STEVE LAMSON
     ----------------------
     Steve Lamson, CFO 

