

THE AMERIWOOD CONTINGENT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

PENSION PLAN

This  Retirement Plan is adopted by Ameriwood Industries International
Corporation (the "Company").

ARTICLE I  PURPOSE

The  Company  is adopting this Plan known as the Ameriwood  Contingent
Supplemental  Executive  Retirement  Plan  (the  "Plan")  to   provide
additional  retirement  benefits  for  a  select  group  of   managing
employees if the Company experiences a "change in control" as  defined
later  in  this  document.   This Plan is intended as a  non-qualified
retirement plan that will be exempt from requirements of Parts  2,  3,
and  4  of  subtitle  B of Title I of ERISA, and is  not  intended  to
satisfy the requirements of Section 401(a) of the Code.

The  Plan  will  be  in effect immediately but the employees  who  are
designated  as  Participants will not have any rights under  the  Plan
unless  and  until there is a change in control of the Company.    The
rights  of Participants will "spring" into existence upon a change  in
control.

ARTICLE II  DEFINITIONS AND CONSTRUCTION

2.1   Definitions:  The following words or phrases, when used in  this
Agreement, will have the following meanings:

(a)   Accrued  Benefit:   The portion of a normal  retirement  benefit
earned  as of the date of a Change in Control and any date thereafter.
It  is  a  monthly  benefit commencing at normal retirement  date  and
computed  in accordance with the normal retirement benefit formula  in
Section  4.2,  using  the Participant's average monthly  compensation,
years  of service and ESOP account balances on the date of computation
and  the Social Security benefits payable at age 65 according  to  the
schedule  in  effect  on  the date of computation.    Social  security
benefits will be based on the assumption of constant future earnings.

(b)   Actuarial  Equivalent:  Equivalence  in  the  present  value  of
various  forms of payment.  Present values will be determined  by  the
actuaries  chosen  by  the Company based on  the  1983  group  annuity
mortality table and interest at the rate of 7-1/2% per annum.

(c)  Average Monthly Compensation:  The result obtained by dividing by
60 the total compensation of a Participant during the five (5) consecu
tive  calendar years in which compensation was highest during the last
10 calendar years of his employment with the Company.

(d)  Cause:  Used as defined in the Participant's Management Retention
Agreement.

(e)   Change  in  Control:   Used  as  defined  in  the  Participant's
Management Retention Agreement.

(f)  Code:  The Internal Revenue Code of 1986, as amended from time to
time.

(g)  Committee:  The persons appointed under the provisions of Article
XV to assist the Company in administering the Plan.

(H)   Company:   Ameriwood  Industries International  Corporation,   a
Michigan corporation, or its successor.

(i)  Compensation:  The total of all amounts paid to or accrued for  a
Participant by the Company as salary and bonuses for services rendered
during the year.   This will be the gross amount of salary and bonuses
before  any  reductions  for  elective  contributions  to  any   plans
maintained by the Company pursuant to Code Sections 125 or 401(k).

(j)   Disability:   Used  as  defined in the Participant's  Management
Retention Agreement.

(k)   ERISA:   Public  Law No. 93-406, the Employee Retirement  Income
Security Act of 1974, as amended from time to time.

(l)   Former Participant:  A person whose employment with the  Company
has terminated but who has an interest in the Plan.

(m)   Good  Reason:   Used as defined in the Participant's  Management
Retention Agreement.

(n)    Management  Retention  Agreement:   The  Management   Retention
Agreement governing severance benefits and other matters upon a Change
in  Control to which each Participant is a party, as it may be amended
from time to time.

(o)  Normal Retirement Date:  The Participant's 62nd birthday.

(p)   Participant:  A person participating in the Plan  in  accordance
with  the  provisions of Article III and employed by  the  Company  or
another member of the controlled group.

(q)  Plan:  The Ameriwood Contingent Supplemental Executive Retirement
Plan as set forth in this document and any later amendments.

(r)   Plan  Year:   The "fiscal year" of the Plan which  will  be  the
period of 12 consecutive months ending on December 31 of every year.

(s)   Primary Social Security Benefit:   The primary insurance  amount
to  which  the  participant is entitled under the Social Security  Act
then  in effect if the Participant were age 62, did not have a  spouse
or  other  dependent  and,  during the  period  between  the  date  of
computation  and  the Participant's 62nd birthday,  the  Participant's
compensation  continued  at  the same rate  as  of  the  time  of  the
calculation.   A Participant's primary social security benefit as thus
computed  will not be changed as a result of any increase or  decrease
in  his  social  security benefits after the date  on  which  benefits
become payable under this Plan.

(t)   Retirement:   Used  as  defined in the Participant's  Management
Retention Agreement.

(u)  Service:  The period of Participant's employment with the Company
computed  in  accordance  with  Section  3.2  and  used  to  determine
eligibility for benefits under this Plan.

(v)   Window  Period.  Used as defined in the Participant's Management
Retention Agreement.

2.2   Construction.  The masculine gender is used throughout the  Plan
for purpose of simplicity only and is intended to include the feminine
gender.

ARTICLE III  PARTICIPATION AND SERVICE

3.1   Participation. Participation in the Plan will be  limited  to  a
select  group of management employees who are designated by the  Board
of Directors of the Company and will not be effective until there is a
Change  in Control of the Company.   The following officers have  been
designated as eligible to participate in the Plan:

Charles R. Foley, President and Chief Executive Officer
William J. Maddox, Senior Vice President - Operations
Marlan R. Smith, Vice President and Chief Financial Officer

The  directors  may  designate  additional  management  employees   as
eligible to be Participants in the future.

3.2  Service.  A Participant's eligibility for benefits under the Plan
will  be  based  on  his  years  of  service.   Each  of  the  initial
Participants named in Section 3.1 will receive a year of  service  for
the calendar year ending on December 31, 1997.   A Participant will be
credited with a year of service for the Plan Year in which a Change in
Control  is  effective (excluding 1997) and each other  calendar  year
during  which the Participant has, in the past, completed or will,  in
the  future,  complete  not less than 25 weeks  of  service  with  the
Company.  A week of  service means each week or portion of a week  for
which a Participant is paid or entitled to payment for the performance
of  duties  with  the Company or for which back pay,  irrespective  of
mitigation of damages, has been awarded to the Participant  or  agreed
to by the Company.

Each Participant shall be credited with a week of service for any week
or  portion  of  a  week during which he performs no  duties  for  the
Company  by  reason of vacation, illness, incapacity,  jury  duty,  or
leave  of  absence  for  which he is directly or  indirectly  paid  or
entitled  to  payment  by  the Company.  A Participant  shall  not  be
credited with more than one year of service under this subparagraph of
Section  3.2 for any single continuous period during which he performs
no duties for the Company.

Payments  considered  for  purposes of  the  foregoing  shall  include
payments unrelated to the length or the period during which no  duties
are   performed  but  shall  not  include  payments  made  solely   as
reimbursement for medical related expenses or solely for  the  purpose
of  complying  with  applicable workmen's  compensation,  unemployment
compensation or disability insurance laws.

If  a  Participant's employment with the Company is terminated (a)  by
the  Participant during the Window Period or (b) within two (2)  years
following the effective date of a Change in Control either (i) by  the
Company  other  than  for  Cause,  voluntary   retirement,  death   or
Disability  or  (ii)  by  the  Participant  for  Good  Reason  ,   the
Participant  will  be  credited with two extra years  of  service  for
purposes of calculating his benefits under the Plan.

ARTICLE IV  NORMAL RETIREMENT BENEFIT

4.1   Eligibility.  A normal retirement benefit will be paid  to  each
Participant whose employment with the Company terminates after he  has
reached his normal retirement date.

4.2   Amount  of  Benefit.    The normal retirement  benefit  will  be
monthly  payments  for  the  life of  the  Participant  equal  to  the
difference between the following (a) and (b):

(a)  2.5% of the Participant's average monthly compensation multiplied
by  his  years of service, or 50% of his average monthly compensation,
whichever amount is smaller; minus

(b)  The sum of the following:

(i)  50% of the Participant's monthly primary social security benefit;
and

(ii)   The  actuarial  equivalent monthly benefit available  from  the
Participant's  Company-provided  ESOP  account  and  matching  account
balances  in  the  Ameriwood Industries Employee Stock  Ownership  and
Savings Plan.

Participants who receive benefits in the form of a joint and  survivor
annuity  or  other optional form of payment will have  their  benefits
adjusted by the amount necessary to make the optional form of  payment
the  actuarial equivalent of the benefit provided in this Section.

4.3   Effect  of  Postponed Retirement.  A Participant  who  continues
employment  beyond  his normal retirement date will  not  receive  any
retirement benefit payments until the first day of the month after his
employment terminates.  When payments begin, the amount of the monthly
retirement benefit will be equal to the greater of the following:

(a)   The  actuarial equivalent of the monthly benefit to which he was
entitled on his normal retirement date; or

(b)   The monthly retirement benefit based on his years of service and
average monthly compensation at retirement.

4.4   Commencement of Benefits.  Payment of normal retirement benefits
will  commence  on  the first day of the month after  the  Participant
satisfies   the  requirements  for  eligibility  and  be  payable   in
accordance with Article VIII.

ARTICLE V  EARLY RETIREMENT BENEFIT

5.1   Eligibility.   A Participant whose employment with  the  Company
terminates after he has attained age 55 and completed six (6) or  more
years  of  service  will be entitled to receive  an  early  retirement
benefit beginning on the first day of the month following the month of
termination.

5.2  Amount of Benefit.  The early retirement benefit will be equal to
his  Accrued Benefit.  If payment of benefits is to commence prior  to
normal  retirement date, the monthly benefit will be  reduced  by  the
percentage  shown in the following table for each year  by  which  the
date  of  commencement  of payment precedes the  participant's  normal
retirement  date.   If the starting date falls between the ages  shown
on   the   schedule,  then  the  reduction  will  be   determined   by
interpellation.

Age When Payments Commence              % Reduction
--------------------------              -----------
61                                      10
60                                      18
59                                      26
58                                      33
57                                      39
56                                      45
55                                      50

5.3   Commencement of Benefits.  Payment of early retirement  benefits
will  commence  on  the first day of the month after  the  Participant
satisfies  the requirements and requests payment, and will be  payable
in accordance with Article VIII.

ARTICLE VI  DEFERRED VESTED BENEFIT

6.1   Eligibility.   A  Participant will be eligible  for  a  deferred
vested benefit if his employment with the Company terminates after  he
has completed at least three (3) years of vesting service.

6.2  Amount of Benefit.  The amount of a Participant's deferred vested
benefit  will  be  equal  to his "vested percentage"  of  his  Accrued
Benefit.  The vested percentage will be determined on the basis of his
years of service and the following vesting schedule:

YEARS OF SERVICE                VESTED PERCENTAGE
----------------                -----------------
Less than 3 Years               0%
3 Years                         60%
4 Years                         80%
5 Years or more                 100%

6.3   Commencement,  Duration, and Form of Payment.   Payment  of  the
deferred  vested  benefit  will commence on the  former  Participant's
normal  retirement  date.   If the former  Participant  satisfied  the
service  requirement for an early retirement benefit on  his  date  of
termination, the deferred vested benefit will be payable commencing on
the  first day of the month following the birthday on which  he  would
have  been  eligible for early retirement, but the  payments  will  be
reduced in accordance with the formula in Section 5.2.

ARTICLE VII  PRE-RETIREMENT SURVIVING SPOUSE BENEFIT

7.1   Eligibility.   The  spouse  of  a  Participant  will  receive  a
survivor's benefit if the Participant:

(a)  Dies while employed by the Company after becoming eligible for an
early or normal retirement benefit, or a deferred vested benefit; and

(b)   Is survived by a spouse to whom he has been married for at least
one (1) year at the time of his death.

7.2  Amount of Benefit.  The survivor's benefit will be computed as if
the  deceased Participant had retired in the manner for which  he  was
eligible  on  the  day  before his death and elected  payment  of  his
retirement  benefit in the form of a joint and 100%  survivor  annuity
with his spouse.

7.3   Commencement,  Duration, and Form of  Payment.   The  survivor's
benefit will be payable in the form of a monthly pension commencing on
the  first day of the month following the Participant's death  or  the
date  on  which  the  Participant would have been  eligible  to  begin
receiving  early  retirement benefits, whichever date  is  later,  and
continuing every month thereafter to and including the month in  which
the  surviving spouse dies.  The Committee may, at the request of  the
spouse, authorize payment in any of the optional forms available to  a
Participant.

ARTICLE VIII  PAYMENT OF RETIREMENT BENEFITS

8.1   Standard  Benefit.  Benefits will be paid as follows  unless  an
optional  form of benefit is requested by the Participant and selected
by the Committee:

(a)   If  the Participant is not married at the time benefit  payments
begin,  the benefit will be payable in monthly installments  from  the
commencement date to and including the month in which the  Participant
dies; and

(b)   If  the  Participant  is married at  the  time  payments  begin,
benefits  will  be  paid in the form of a joint and  66-2/3%  survivor
annuity with the spouse.

A  joint  and  66-2/3%  survivor  annuity  is  an  annuity  commencing
immediately that will provide monthly payments to the Participant from
the commencement date to and including the month in which he dies and,
thereafter,  monthly  payments to the spouse, if  surviving,  for  the
balance  of  her  life in an amount equal to 66-2/3%  of  the  monthly
payments to the Participant. The amount of the monthly payments  under
the  joint and 66-2/3% survivor annuity will be adjusted so  that  the
payments  to  the  Participant and his spouse will be  the   actuarial
equivalent of payments for the life of the Participant only.

8.2   Post-Retirement Surviving Spouse Benefit.  The surviving  spouse
of a former Participant will be entitled to a benefit if:

(a)   The  former Participant's employment with the Company terminated
after  he had satisfied the requirements for normal retirement,  early
retirement, or deferred vested benefits under the Plan;

(b)   The  former  Participant died before he  had  begun  to  receive
payment of benefits under the Plan; and

(c)   The  former  Participant had been married to his  spouse  for  a
period of at least one (1) year on the date of his death.

The  post-retirement surviving spouse benefit will be computed  as  if
the  former Participant had elected payment of his retirement  benefit
in  the  form of a joint and 66-2/3% survivor annuity with his spouse.
Payment  will commence as of the first day of the month following  the
Participant's  death or the date on which the Participant  would  have
been  eligible to begin receiving early retirement benefits, whichever
date  is  later,  and  will  continue every month  thereafter  to  and
including the month in which the surviving spouse dies.

8.3  Optional Forms of Benefit.  A Participant may request payment  in
one  of  the  optional forms described below if  he  files  a  written
application  with  the Committee before the date on  which  the  first
benefit  payment  is  made.   Upon receipt of  such  application,  the
Committee may direct the trustee to distribute benefits in any of  the
following methods requested by the Participant :

(a)   Monthly  payments for a period of 10 years or the  Participant's
lifetime, whichever period is longer;

(b)  Monthly payments during the lifetime of the Participant only;

(c)   Monthly payments in the form of a joint and 75% or 100% survivor
annuity with the Participant's spouse; or

(d)   A  single lump sum payment of the actuarially equivalent present
value of the benefit.

8.4  Reduction of Benefits for Benefits Received Under Other Plans  or
Statutes. Any benefits payable under this Plan will be reduced, dollar
for  dollar,  but  not  below zero, for any benefits  the  Participant
receives  under  any of the following during or with  respect  to  any
period for which he is also entitled to benefits under this Plan:

(a)   Any workers disability compensation benefits, except fixed statu
tory  payments for the loss of any bodily member or loss of industrial
vision  or  redemption  awards paid prior to the  date  on  which  the
Participant  was  eligible  for benefits  under  this  Plan.   If  the
Participant receives a lump sum settlement with respect to  a  workers
compensation  claim, the amount of the settlement will be  divided  by
the  maximum monthly payment to which the Participant would have  been
entitled  under the workers compensation statute in order to determine
the period with respect to which the workers compensation benefits are
paid;

(b)   Any sickness or accident benefits under any other plan to  which
the Company has contributed; or

(c)   Any  unemployment benefits which are charged  to  the  Company's
account or otherwise affect the Company's rate for unemployment taxes.

8.5    Payment  Pursuant  to  Qualified  Domestic  Relations   Orders.
Benefits payable pursuant to a qualified domestic relations order will
be  made  in accordance with the order and upon proper application  by
the alternate payee.  Payment to the alternate payee may begin anytime
after the earlier of the following:

(a)   The  date  on which the Participant is entitled  to  payment  of
benefits under the Plan; or

(b)  The later of the following:

(i)  The date the Participant attains age 50; or

(ii)  The earliest date on which the Participant could begin receiving
benefits if his employment terminated.

8.6  Additional Benefits Payable with Respect to Excise Tax Payments.
If  any  payment  or  benefit payable to, or for  the  benefit  of,  a
Participant under this Plan will subject the Participant to an  excise
tax  under  Section 4999 of the Code, or if any interest or  penalties
are  payable  with  respect to any such excise tax (such  excise  tax,
together  with  any  such  interest  and  penalties,  are  hereinafter
collectively  referred to as the "Excise Tax"), then  the  Participant
will  be  entitled  to  receive  an additional  payment  (a  "gross-up
payment") in an amount, such that after payment by the Participant  of
all  taxes  (including any interest or penalties, other than  interest
and  penalties imposed by reason of the Participant's failure to  file
timely  a  tax  return  or pay taxes shown due  of  the  Participant's
return, imposed with respect to such taxes and the Excise Tax  to  the
extent  such failure was not caused by the Company's failure to comply
with  this  Plan)  including the Excise Tax imposed  on  the  gross-up
payment,  the  Participant retains an amount of the  gross-up  payment
equal to the Excise Tax imposed upon the payments or benefits.

The initial determination as to whether a gross-up payment is required
under this Plan, the time or times when the Excise Tax will be due and
payable by the Participant and the amount of the gross-up payment will
be made at the Company's expense by an accounting firm selected by the
Company  and reasonably acceptable to the Participant (the "accounting
firm").   The  accounting firm will provide a written report  of  such
determination  together  with  detailed  supporting  calculations  and
documentation to the Company and the Participant within 5 days of  the
Participant's  termination  of  employment,  or  such  other  time  as
requested  by  the Company or the Participant when it  is  anticipated
that benefits or payments under the Plan are required or will be made.
The  accounting  firm  will furnish the Participant  with  an  opinion
reasonably acceptable to the Participant stating its determination  of
the  gross-up  payment  with  such analysis  and  support  as  may  be
professionally prudent under the circumstances.

The gross-up payment will be paid by the Company to the Participant at
the  earlier of (i) the time the excise tax under Section 4999 of  the
Code  is due, and (ii) the time when benefits under the Plan are  paid
to  or for the benefit of the Participant.  If the gross-up payment is
made  at the time benefits are paid, the gross-up payment amount  will
be  determined with respect to benefits or payments to be make in each
year  and paid in installments with, and in proportion to, the benefit
payments to, or for the benefit of, the Participant.

ARTICLE IX  FUNDING OF PLAN

This  Plan is intended to be "unfunded" as that term is used in  ERISA
and  benefits under the Plan that are payable from the general  assets
of  the  Company.    The  Company will,  upon  a  Change  in  Control,
establish  a trust in the form attached as Attachment A and  fund  the
Trust as follows:

(a)  Immediately after the Change in Control, the Company will deposit
in  the  Trust  an  amount equal to the  actuarial equivalent  present
value of the Accrued Benefit earned by each Participant at the time of
the Change in Control; and

(b)   If a Participant's employment with the Company is terminated (a)
by  the  Participant during the Window Period or (b)  within  two  (2)
years  following the effective date of a Change in Control either  (i)
by  the Company other than for Cause, voluntary  retirement, death  or
Disability  or  (ii) by the Participant for Good Reason,  the  Company
will  deposit  in  the  Trust  an  additional  amount  equal  to   the
actuarially equivalent present value of any additional Accrued Benefit
earned by the Participant since the time of the Change in Control.

The assets of the Trust will be subject at all times to the claims  of
the  creditors  of  the  Company.   If the assets  of  the  Trust  are
insufficient to pay benefits due to any Participant, the Company  will
pay the benefits directly to the Participant and/or his beneficiaries.

ARTICLE X  ADMINISTRATION

10.1   Plan Administrator.  The Company will be the Plan administrator
and will be responsible for the proper administration of the Plan.

10.2   Records and Reports.  The Company will exercise such  authority
and  responsibility as it deems appropriate in order  to  comply  with
ERISA  with  regard  to records of Participant's vesting  service  and
benefit   service,  notices  and reports to Participants,  and  annual
reports to the Internal Revenue Service, the Department of Labor,  and
the Pension Benefit Guaranty Corporation.

10.3   Appointment of Committee.  The Company may appoint a  Committee
to  assist  in  the  administration of the Plan.  The  Committee  will
consist of as many persons as may be appointed by the Company and will
serve  at  the  pleasure  of the Company.  All  usual  and  reasonable
expenses of the Committee will be paid by the Company.  If a Committee
is  not  appointed, all duties assigned to the Committee in this  Plan
will be performed by the Company.

10.4   Claims  Procedure.  The Committee will make all  determinations
concerning  benefits based on its interpretation of the terms  of  the
Plan.   Any  denial  of benefits by the Committee will  be  stated  in
writing  by  the Committee and delivered or mailed by certified  mail,
return receipt requested, to the Participant or beneficiary within  90
days  after the receipt of the request for benefits.  The notice  will
set  forth  the  reasons  for  the denial  in  language  that  may  be
understood  by  the Participant and will specify the  Plan  provisions
upon which the denial was based. If the denial is based on the failure
of  the  Participant  or beneficiary to supply  certain  materials  or
information,  the notice will so state.  The notice will  advise  that
the  denial  may  be  appealed to the Committee and  will  include  an
explanation of the appeal procedure.

The  Committee will adopt a procedure for reviewing appeals of denials
of claim benefits.  The procedure will include the following:

(a)   The  claimant or his duly authorized representative may initiate
an appeal by written request for review delivered to the Committee not
later than sixty (60) days after receipt by the claimant of the notice
of denial;

(b)   The  claimant or his duly authorized representative  may  review
documents pertinent to the appeal and may submit written statements of
issues and arguments relevant to the appeal to the Committee;

(c)   The  Committee will return its decision on the appeal not  later
than sixty (60) days after receipt of the request for review; and

(d)   The claimant will be advised in writing of the decision  on  the
appeal including the reasons for the decision in language that may  be
understood by the claimant with references to the Plan provisions upon
which the decision is based.

10.5   Rules and Decisions.  The Committee may adopt such rules as  it
deems  necessary  and  appropriate.  All rules and  decisions  of  the
Committee will be consistently applied to all Participants in  similar
circumstances.   When  making  a  determination  or  calculation,  the
Committee  may rely upon its interpretation of the terms of  the  Plan
and  information  furnished  by  a  Participant  or  beneficiary,  the
Company, the legal counsel of the Company and the trustee.

10.6  Committee Procedures.  The Committee may act at a meeting or  in
writing without a meeting.  The Committee may elect one of its members
as  chairman, appoint a secretary who need not be a Committee  member,
and advise the trustee of such actions in writing.  The secretary will
keep a record of all meetings and forward all necessary communications
to  the  Company and the trustee.  The Committee may adopt such bylaws
and  regulations as it deems desirable for the conduct of its affairs.
All  decisions  of  the Committee will be made  by  the  vote  of  the
majority including actions in writing taken without a meeting.

10.7   Authorization  of Benefit Payments.  The Committee  will  issue
directions to the trustee concerning all benefits which are to be paid
from the trust pursuant to the provisions of the Plan.

10.8  Application and Forms for Benefits.  The Committee may require a
Participant to complete and file an application for a benefit and  all
other  forms  approved by the Committee and to furnish  all  pertinent
information requested by the Committee.  The Committee may  rely  upon
all  such  information  including the  Participant's  current  mailing
address.

10.9   Facility of Payment.  Whenever, in the Committee's  opinion,  a
person entitled to receive any benefit is under a legal disability  or
is incapacitated in any way so as to be unable to manage his financial
affairs, the Committee may direct the trustee to make payments to such
person  or to his legal representative, or to a relative or friend  of
such  person for his benefit, or the Committee may direct the  trustee
to  apply the payment for the benefit of such person in such manner as
the  Committee considers advisable.  If a person entitled  to  receive
benefits  is a minor and the value of the benefit exceeds $5,000,  the
Trustee  may either delay payment of the benefit until the  minor  has
attained  the age of majority or pay the benefit to a person  who  has
been named by a court of competent jurisdiction as conservator of  the
estate  of  the minor or to another similar court-appointed fiduciary.
Any  payment  of a benefit in accordance with the provisions  of  this
section  will  discharge  all liability for  such  benefit  under  the
provisions of the Plan.

ARTICLE XI  AMENDMENT OF PLAN

Amendments  may be made to this Plan from time to time by the  Company
with  the consent of the Participants.  Notwithstanding the foregoing,
amendments  may be made to this Plan from time to time by the  Company
without  the consent of the Participant, (i) to add to the  duties  or
obligations  of  the Company for the benefit of the  Participant;  and
(ii) to cure any ambiguity, to correct or supplement any provision  in
this  Plan that may be inconsistent with any other provision  in  this
Plan  or  the  Management Retention Agreement, or to  make  any  other
provisions  with  respect to matters or questions arising  under  this
Plan  that will not be inconsistent with the provisions of this  Plan.
No  amendment  may  reduce  the Accrued Benefit  of  any  Participant,
eliminate  or  reduce  an  early retirement  benefit,  or  change  the
actuarial  assumptions  so  as to reduce  the  amount  of  an  Accrued
Benefit, optional benefit, or early retirement benefit.

ARTICLE XII  NONALIENATION OF BENEFITS AND DOMESTIC RELATIONS ORDERS

12.1   Nonalienation of Benefits.  No interest, right, or claim in  or
to any part of the trust or any benefit payable from the trust will be
assignable,    transferable,   or   subject   to   sale,   assignment,
hypothecation,  anticipation, garnishment, attachment,  execution,  or
levy of any kind and the Trustee will not recognize any attempt to  so
transfer, assign, sell, hypothecate, or anticipate the same except  to
the  extent  required by law.  This provision will not  apply  to  any
"qualified  domestic  relations order," as  defined  in  Code  Section
414(p), or any domestic relations order entered before 1985.

12.2   Procedure for Domestic Relations Orders.  Whenever the  Company
is  served  with a domestic relations order from a court of  competent
jurisdiction,  the  Company  will follow the  following  procedure  in
determining  whether  the  order  constitutes  a  "qualified  domestic
relations  order"  that would be exempt from the  general  spendthrift
protection of this Article:

(a)   The  Company  will  notify the Participant  and  any  "alternate
payees"  named in the order that the order was served on  the  Company
and  that objections concerning the order must be submitted in writing
within 15 days;

(b)   The  Company  will determine whether the order is  a  "qualified
domestic relations order" as defined in Code Section 414(p) and notify
the Participant and each alternate payee of its determination.  If the
Company  determines  that the order is a qualified domestic  relations
order,  the  Company  will  direct the  Trustee  to  make  payment  in
accordance  with the order except that payment will not be made  until
the  Participant  has  attained the age and service  requirements  for
early retirement benefits under Section 5.1;

(c)   During the period in which the Company is determining the status
of  the order, payment of any benefits in dispute will be deferred and
the  amount of the disputed payments will be segregated in a  separate
account  in  the Plan.  If the order is determined to be  a  qualified
domestic  relations  order within 18 months after segregation  of  the
benefits  in dispute, the Company will direct the Trustee to  pay  the
segregated  amount, plus earnings, to the persons entitled to  receive
them in accordance with the order;

(d)   If  the  Company determines that the order is  not  a  qualified
domestic relations order, or if the 18 month period described  in  (c)
has  expired  and the qualification issue has not been  resolved,  the
Company  will  direct the Trustee to pay the segregated funds  to  the
person  or persons who would have received them if the order  had  not
been  served on the Company.  If the Company determines that the order
is  a  qualified domestic relations order after expiration of  the  18
month period, the order will be applied prospectively only;

(e)   If  the  order  is  determined not to be  a  qualified  domestic
relations  order,  any amounts segregated pursuant to  this  procedure
will  be restored to the account of the Participant or distributed  to
the Participant if eligible for distribution; and

(f)   The  Company will notify the Participant and all other alternate
payees  named  in the order of its decision concerning  the  qualified
status  of the order.  Payments pursuant to the order will be made  as
soon  as practicable after the status of the order has been determined
or as soon as the amounts become payable pursuant to this Plan.

ARTICLE XIII  MISCELLANEOUS

13.1   Status of Participants.  No Participant will have any right  or
claim  to  any benefits under the Plan except in accordance  with  the
provisions  of  the  Plan.   The adoption of  the  Plan  will  not  be
construed  as creating any contract of employment between the  Company
and  any  Participant or to otherwise confer upon any  Participant  or
other  person  any legal right to continuation of employment,  nor  as
limiting  or  qualifying  the right of the Company  to  discharge  any
Participant without regard to any effect the discharge might have upon
his rights under the Plan.

13.2   No Interest in Company Affairs.  Nothing contained in this Plan
will  be construed as giving any Participant, employee, or beneficiary
an equity or other interest in the assets, business, or affairs of the
Company  or the right to examine any of the books and records  of  the
Company.

13.3   Governing  Law.  This Plan will be interpreted, construed,  and
enforced in accordance with the laws of the State of Michigan,  except
where the state law is preempted by ERISA or the Code.

13.4   Severability of Provisions.  If any provisions of the Plan will
at  any  time be declared void and unenforceable, the other provisions
will be severable and will not be affected thereby.

IN  WITNESS WHEREOF, the Company has adopted this Plan as of the  15th
day of July, 1997.

AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION

By /s/ Neil L. Diver
--------------------
Neil L. Diver, Chairman of the Board

ATTEST:

By: /s/ Marlan R. Smith
------------------------
Marlan R. Smith
Secretary


ATTACHMENT A

AMERIWOOD CONTINGENT SUPPLEMENTAL RETIRED EXECUTIVE TRUST


This  Trust  Agreement  is  made by and between  Ameriwood  Industries
International   Corporation  (the  "Company")  and   ----------   (the
"Trustee").  This Agreement is made with reference to the following:

A.   The  Company  has  adopted the Ameriwood Contingent  Supplemental
Executive  Retirement  Plan  (the "Plan") as a  nonqualified  deferred
compensation plan;

B.   The  Company  wishes to establish a trust as a means  for  paying
benefits  under the Plan, but wishes to have the trust  assets  remain
subject to the claims of the creditors of the Company so that the Plan
will  qualify  as an "unfunded" arrangement that will be  exempt  from
most  of the requirements of the Employee Retirement Security  Act  of
1974 ("ERISA").

NOW,  THEREFORE, the parties hereby establish the Ameriwood Contingent
Supplemental  Executive  Retirement  Trust  which  will  be  held  and
administered as follows:

ARTICLE I  ESTABLISHMENT OF TRUST

1.1   Company hereby deposits with Trustee $100 which will become  the
principal  of  the Trust to be held, administered and disposed  of  by
Trustee as provided in this Trust Agreement.

1.2  The Trust hereby established will be irrevocable.

1.3  The Trust is intended to be a grantor trust, of which Company  is
the  grantor,  within the meaning of subpart E, part I, subchapter  J,
chapter  1,  subtitle  A  of the Internal Revenue  Code  of  1986,  as
amended, and will be construed accordingly.

1.4  The assets of the Trust will be used exclusively for the uses and
purposes  of  Plan participants and general creditors  as  herein  set
forth.   Plan  participants  and  their  beneficiaries  will  have  no
preferred  claim  on,  or any beneficial ownership  interest  in,  any
assets of the Trust.  Any rights created under the Plan and this Trust
Agreement   will  be  mere  unsecured  contractual  rights   of   Plan
participants and their beneficiaries against Company.  Any assets held
by  the  Trust  will  be  subject to the claims of  Company's  general
creditors  under federal and state law in the event of Insolvency,  as
defined in Section 3(a).

1.5  Company may make additional deposits of cash or other property in
trust  with  Trustee to augment the principal to be held, administered
and disposed of by Trustee as provided in this Trust Agreement.

ARTICLE II  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

2.1   Company  will  deliver  to Trustee from  time  to  time  written
instructions concerning payment of benefits from the Trust  to  or  in
respect  of  Plan participants.  Except as otherwise provided  herein,
Trustee  will  make  payments  to  the  Plan  participants  and  their
beneficiaries in accordance with such instructions.  The Trustee  will
make provision for the reporting and withholding of any federal, state
or  local  taxes that may be required to be withheld with  respect  to
payments to plan participants and beneficiaries, and will pay  amounts
withheld to the appropriate taxing authorities or determine that  such
amounts have been reported, withheld and paid by Company.

2.2   The entitlement of a Plan participant or beneficiary to benefits
under  the  Plan  will  be determined by Company  and  any  claim  for
benefits will be considered and reviewed under the procedures set  out
in the Plan.

2.3    Company  may  make  payment  of  benefits  directly   to   Plan
participants  or beneficiaries as they become due under the  terms  of
the Plan.  Company will notify Trustee of its decision to make payment
of  benefits  directly  prior  to the  time  amounts  are  payable  to
participants  or their beneficiaries.  In addition, if the  assets  of
the  Trust  are  not sufficient to make payments of benefits,  Trustee
will  notify  Company and Company will make the balance of  each  such
payment as it falls due.

ARTICLE  III   TRUSTEE  RESPONSIBILITY  REGARDING  PAYMENTS  TO  TRUST
BENEFICIARY
WHEN COMPANY IS INSOLVENT

3.1   Trustee will cease payment of benefits to Plan participants  and
their  beneficiaries  if the Company is Insolvent.   Company  will  be
considered "Insolvent" for purposes of this Trust Agreement if Company
is  unable to pay its debts as they become due, or Company is  subject
to a pending proceeding as a debtor under the United States Bankruptcy
Code.

3.2   The  assets  of the Trust will be subject to claims  of  general
creditors of Company under federal and state law as set forth below.

(a)   The  Chief Executive Officer of Company will inform  Trustee  in
writing  of  Company's  Insolvency.  If a  person  claiming  to  be  a
creditor  of  Company alleges in writing to Trustee that  Company  has
become  Insolvent, Trustee will determine whether Company is Insolvent
and  discontinue  payment of benefits to Plan  participants  or  their
beneficiaries.

(b)   Unless Trustee has actual knowledge of Company's Insolvency,  or
has received notice from Company or a person claiming to be a creditor
alleging  that  Company is Insolvent, Trustee will  have  no  duty  to
inquire whether Company is Insolvent.  Trustee may in all events  rely
on  such evidence concerning Company's solvency as may be furnished to
Trustee and that provides Trustee with a reasonable basis for making a
determination concerning Company's solvency.

(c)   If at any time Trustee has determined that Company is Insolvent,
Trustee  will  discontinue  payments to  Plan  participants  or  their
beneficiaries and will hold the assets of the Trust for the benefit of
Company's general creditors.

(d)   Trustee will resume the payment of benefits to Plan participants
or  their  beneficiaries in accordance with Article II of  this  Trust
Agreement only after Trustee has determined that Company is not or  is
no longer Insolvent.

3.3    If  the  Trustee  discontinues  the  payment  of  benefits  and
subsequently  resumes  payments, the next  payment  will  include  the
amount of all payments due to Plan participants and beneficiaries  for
the  period of discontinuance of payments minus the payments  made  by
the  Company during the period of discontinuance of payments from  the
Trust.

ARTICLE IV  PAYMENTS TO COMPANY

Except  as provided in Article III hereof, Company will have no  right
or power to direct Trustee to return to Company or to divert to others
any  of the Trust assets until all payment of benefits have been  made
to  Plan participants and their beneficiaries pursuant to the term  of
the Plan.

ARTICLE V  POWERS AND DUTIES OF TRUSTEE

5.1   General  Powers.  The Trustee will have exclusive authority  and
discretion to manage and control the assets of the Trust except that:

(a)   It  will  disburse benefit payments in accordance  with  written
directions from the Company; and

(b)   The  Company may direct, by written notice to the  Trustee,  the
segregation  of  any  portion of the Trust into a separate  investment
account  or accounts, and appoint an investment manager to direct  the
investment and reinvestment of any such investment account.  Any  such
investment manager will either be:

(1)  Registered as an investment adviser under the Investment Advisers
Act of 1940;

(2)  A bank, as defined in that Act; or

(3)   An  insurance company qualified to perform investment management
services under the laws of more than one state.

If investment of the Trust is to be directed in whole or in part by an
investment manager, the Company will deliver to the Trustee a copy  of
the  instruments appointing the investment manager and evidencing  the
investment manager's acceptance of such appointment, an acknowledgment
by  the  investment manager that it is a fiduciary of  the  Plan,  and
evidence  of the investment manager's current registration  under  the
1940  Act.   The Trustee will be fully protected in relying upon  such
instruments until otherwise notified in writing by the Company.

5.2   Relationship with Investment Manager.  If an investment  manager
is appointed in accordance with the provisions of Section 5.1:

(a)   The Trustee will follow the directions of the investment manager
regarding  the investment and reinvestment of the investment  account.
The  Trustee  will  be  under  no duty or  obligation  to  review  any
investment  to  be  acquired, held, or disposed of  pursuant  to  such
directions,  nor  to  make any recommendations  with  respect  to  the
disposition  or  continued  retention of  any  such  investment.   The
Trustee  will  have no liability or responsibility for acting  or  not
acting  pursuant to the direction of, or failing to act in the absence
of,  any  direction  from the investment manager, unless  the  Trustee
knows that by such action or omission it would be itself committing or
participating in a breach of fiduciary duty by the investment manager.

(b)   The investment manager may issue orders for the purchase or sale
of  securities  directly  to a broker.  In order  to  facilitate  such
transactions,  the  Trustee, upon request, will  execute  and  deliver
appropriate  trading  authorizations.   Written  notification  of  the
issuance  of each such order will be given promptly to the Trustee  by
the  investment  manager; the execution of each  such  order  will  be
confirmed  by  written  advice to the Trustee  by  the  broker.   Such
notification  will be authority for the Trustee to pay for  securities
purchased  against  receipt  and to deliver  securities  sold  against
payment.

(c)   If  an investment manager resigns or is removed by the  Company,
the Trustee, upon receiving written notice from the Company that it is
to resume the responsibility of management, will manage the investment
of  the  investment account unless and until it will  be  notified  in
accordance  with the provisions of Section 5.1 of the  appointment  of
another investment manager.

(d)   The accounts, books, and records of the Trustee will reflect the
segregation  of  any portion or portions of the Trust  in  a  separate
investment account or accounts.

5.3   Payments  by  Trustee.  The Trustee will pay benefits  from  the
Trust  to or for the account of participants or beneficiaries  in  the
amount  and  manner, and at such time and addresses,  as  directed  in
writing by the Company.  The Trustee will make such other payments  as
directed in writing by the Company.

5.4   Accounts  and  Records.   The Trustee  will  keep  accurate  and
detailed records of the Trust on a cash basis.  The fiscal year of the
Trust  will be the year adopted by the Company for federal income  tax
purposes  unless another year is agreed upon between the  Company  and
the Trustee.  Each year, the Trustee will furnish the Company with  an
annual  report  showing  all  receipts  and  disbursements  and  other
transactions, together with a list of the assets held at  the  end  of
such  year  showing the costs and the fair market value of each  item.
The Company may approve such accounting by written notice delivered to
the  Trustee  or  by failure to object to such accounting  in  writing
delivered to the Trustee within 180 days.  The Company will  have  the
right to examine the books and records of the Trust at any time.   The
Trustee  will have the right to have its accounts settled by  judicial
proceeding if it so elects.

5.5  Valuation of Assets.  The Trustee will not amortize premiums paid
for  bonds  or other obligations purchased at a price above their  par
value  nor  accumulate  discounts by reason of the  purchase  of  such
securities  at  prices below their par value.   The  Trustee  may,  in
determining  the market value of the Trust, use any recognized  method
reasonably  calculated  to  reflect the current  value  of  the  Trust
assets.

5.6   Reporting.  The Trustee will, within the time prescribed by law,
file  with  the  Internal Revenue Service and with  other  appropriate
regulatory  agencies  any  reports or  statements  which  by  law  are
required  to  be filed by it.  The Trustee will have no responsibility
for  the  preparation or filing of any reports, returns, or  documents
required by law to be filed by the Company other than those explicitly
agreed upon in writing by the Trustee and the Company.

5.7  Miscellaneous.  The Trustee will not be responsible for enforcing
payment of or collecting any contribution to be made by the Company or
any participants, or enforcing payment of or collecting any funds held
by  the  Company on behalf of participants for the purpose  of  making
contribution to the Plan.

ARTICLE VI  INVESTMENT OF THE TRUST

6.1   General Investment Powers.  The Trustee will invest and reinvest
the  principal  and  income of the Trust, without distinction  between
principal and income, in the interest-bearing deposits of the Trustee,
real  estate,  interests  in  real estate, leaseholds,  insurance  and
annuity  contracts, common stocks, bonds, notes, mortgages, contracts,
debentures, mutual funds, tangible personal property, leases, and such
other  personal  or real property as the Trustee deems  advisable  and
believes  would  be purchased by persons of prudence, discretion,  and
intelligence in such matters who are seeking preservation  of  capital
and  reasonable income, whether or not such investment or reinvestment
would otherwise be permissible for the investment of trust funds under
any  present or future laws; provided, however, that in the  event  an
investment manager is appointed, the Trustee will invest and  reinvest
the  segregated portion of the Trust that is in a separate  investment
account  or  accounts  pursuant  to  the  written  directions  of  the
investment manager.

6.2   Specific  Investment  Powers.  The  Trustee  is  authorized  and
empowered as follows:

(a)  To sell, exchange, convey, assign, transfer, or otherwise dispose
of,  and  also to grant options with respect to, any property, whether
real or personal, at any time held by the Trustee, in such manner  and
for  such  consideration and upon such terms  and  conditions  as  the
Trustee may deem advisable;

(b)   To retain, manage, operate, repair, and improve, and to mortgage
or lease for any period, any real estate or tangible personal property
held by the Trustee;

(c)  To compromise, compound, arbitrate, or settle any claim, debt, or
obligation due to it or from it as Trustee and to reduce the  rate  of
interest  on, extend or otherwise modify, or foreclose upon,  default,
or otherwise enforce any such obligation;

(d)   To  vote  in  person  or by proxy any stocks,  bonds,  or  other
securities  held  by  it;  to exercise any options  available  to  any
stocks,  bonds,  or  other  securities;  to  exercise  any  rights  to
subscribe  for additional stocks, bonds, or other securities,  and  to
make necessary payments for such rights; and to join in or oppose  any
reorganization, recapitalization, consolidation, sale, or merger;

(e)   To make, execute, acknowledge, and deliver deeds, leases, assign
ments,  documents  of  transfer, and other  instruments  that  may  be
necessary to carry out the powers granted by this Agreement;

(f)   To  enforce  any  right, obligation, or claim  in  its  absolute
discretion and, in general, to protect in any way the interest of  the
Trust,  either before or after default, and in its absolute discretion
to abstain from the enforcement of any right, obligation, or claim and
to  abandon any property, whether real or personal, which at any  time
may be held by it;

(g)   To  cause  any investments in the Trust to be registered  in  or
transferred into its name or the name of its nominee or nominees or to
retain  them unregistered or in form permitting transfer by  delivery,
but  the books and records of the Trustee will at all times show  that
all such investments are part of the Trust;

(h)   To  employ  accountants,  auditors,  actuaries,  and  attorneys,
including  accountants,  auditors, actuaries,  and  attorneys  of  the
Company, as well as other advisors and agents, and to delegate to them
such ministerial and limited discretionary duties as it sees fit,  and
to pay their reasonable expenses and compensation from the Trust;

(i)    To   employ  agents  and  investment  advisors  which  may   be
subsidiaries  or  affiliates of the Trustee, to employ  legal  counsel
whenever  necessary  to  protect the interest  of  the  trust  or  the
participants,  and  to pay the reasonable fees  and  expenses  of  the
agents  activities,  actuaries,  plan  administrators,  advisors   and
counsel.  The agents or counsel may be counsel for the Company as well
as the Trustee;

(j)   To  apply  for, purchase, hold, or transfer, in accordance  with
written instructions from the Company, annuity contracts by which  the
Company may choose to provide benefits; and

(k)   to  do all other acts and to exercise any other powers which  it
may deem necessary and proper to carry out its duties as Trustee under
this Trust Agreement.

ARTICLE VII  RESPONSIBILITY OF TRUSTEE

7.1   Trustee  will act with the care, skill, prudence  and  diligence
under  the circumstances then prevailing that a prudent person  acting
in  like  capacity  and familiar with such matters would  use  in  the
conduct  of  an  enterprise of a like character and  with  like  aims,
provided, however, that Trustee will incur no liability to any  person
for  any  action  taken pursuant to a direction, request  or  approval
given  by  Company  which is contemplated by, and in  conformity,  the
terms  of  the Plans or this Trust and is given in writing by Company.
In  the  event of a dispute between Company and a party,  Trustee  may
apply to a court of competent jurisdiction to resolve the dispute.

7.2   If  Trustee  undertakes  or defends any  litigation  arising  in
connection  with  this  Trust,  Company agrees  to  indemnity  Trustee
against  Trustee's costs, expenses and liabilities (including  without
limitation, attorneys' fees and expenses) relating thereto and  to  be
primarily  liable  for such payments.  If Company does  not  pay  such
costs, expenses and liabilities in a reasonably timely manner, Trustee
may obtain payment from the Trust.

7.3   Trustee may consult with legal counsel (who may also be  counsel
for  Company  generally)  with  respect  to  any  of  its  duties   or
obligations hereunder.

7.4   Trustee  may  hire  agents, accountants,  actuaries,  investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

7.5   Trustee will have all powers conferred on Trustees by applicable
law,  unless  expressly provided otherwise herein, provided,  however,
that  if an insurance policy is held as an asset of the Trust, Trustee
will have no power to name a beneficiary of the policy other than  the
Trust, to assign the policy (as distinct from conversion of the policy
to  a different form) other than to a successor Trustee, or to loan to
any person the proceeds of any borrowing against such policy.

ARTICLE VIII  COMPENSATION AND EXPENSES OF TRUSTEE

Company  will pay all administrative and Trustee's fees and  expenses.
If not so paid, the fees and expenses will be paid from the Trust.

ARTICLE IX  RESIGNATION AND REMOVAL OF TRUSTEE

9.1   Trustee  may  resign at any time by written notice  to  Company,
which  will  be effective 60 days after receipt of such notice  unless
Company and Trustee agree otherwise.

9.2   Trustee  may be removed from Company on 60 days notice  or  upon
shorter notice accepted by Trustee

9.3   Upon  resignation  or removal of Trustee and  appointment  of  a
successor Trustee, all assets will subsequently be transferred to  the
successor  Trustee.   The transfer will be completed  within  60  days
after  receipt  of notice of resignation, removal or transfer,  unless
Company extends the time limit.

9.4   If  Trustee  resigns or is removed, the Company will  appoint  a
successor trustee by the effective date of the resignation or removal.
If  no such appointment has been made, Trustee may apply to a court of
competent  jurisdiction  for  appointment  of  a  successor   or   for
instructions.   All  expenses  of  Trustee  in  connection  with   the
proceeding will be allowed as administrative expenses of the Trust.

ARTICLE X  AMENDMENT OR TERMINATION

10.1   This  Trust  Agreement may be amended by a  written  instrument
executed  by  Trustee and Company.  Notwithstanding the foregoing,  no
such  amendment will conflict with the terms of the Plan or  make  the
Trust revocable.

10.2   The  Trust  will not terminate until the  date  on  which  Plan
participants  and  their  beneficiaries  are  no  longer  entitled  to
benefits pursuant to the terms of the Plan.   Upon termination of  the
Trust any assets remaining in the Trust will be returned to Company.

ARTICLE XI  MISCELLANEOUS

11.1  Any provision of this Trust Agreement prohibited by law will  be
ineffective   to   the   extent  of  any  such  prohibition,   without
invalidating the remaining provisions.

11.2   Benefits  payable to Plan participants and their  beneficiaries
under   this  Trust  Agreement  may  not  be  anticipated,   assigned,
alienated,   pledged,   encumbered   or   subjected   to   attachment,
garnishment, levy, execution or other legal or equitable process.

11.3   This  Trust  Agreement will be governed  by  and  construed  in
accordance  with the laws of Michigan except to the extent that  state
laws  are  preempted  by  the federal statute known  as  the  Employee
Retirement Income Security Act of 1974.

IN  WITNESS  WHEREOF,  the parties have caused this  Agreement  to  be
executed this --- day of ------.

AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION

By:
------------------------
Charles A. Foley
Its President


TRUSTEE:

By:
-------------------------
Its ---------------------

