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Though the San Francisco 49ers clearly are in for some big changes, general manager Terry Donahue intends to keep at least one key player right where he is.

Re-signing Pro Bowl linebacker Julian Peterson is ``the top priority,'' Donahue said Monday as the 49ers packed up and left their training complex.

By ranking Peterson above receiver Terrell Owens on the 49ers' list of potential free agents, Donahue made it clear there's almost no way he would allow one of the NFL's most exciting defensive players to leave town -- even at the expense of his talented, enigmatic receiver.

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``I think that at the end of the day, we will have a point that we will sign Julian Peterson,'' Donahue said. ``He will be happy, we will be happy, and he will be on the team.''

The 49ers (7-9) wrapped up just their third losing season since 1983 with a 24-17 loss to Seattle on Saturday. They finished third in the division they won last season, missing the playoffs for the first time in three years.

Mediocrity didn't sit well with owner John York, who told the team he didn't think its record reflected its level of talent. But York also said the 49ers would try to re-sign as many of their 14 potential unrestricted free agents as possible.

Late last December, coach Steve Mariucci was preparing the 49ers for their now-famous playoff victory over the New York Giants. York abruptly fired Mariucci in mid-January, and the 49ers still haven't recovered.

``We just didn't ever get it all together this year,'' linebacker Derek Smith said. ``Everybody in here is disappointed, because we all thought we should have been better. This season was a major lost opportunity.''

The Niners spent the entire season in a state of awkward transition. It was an odd-couple match from the start: Coach Dennis Erickson was hired to lead a staff that included seven of Mariucci's assistants, including offensive coordinator Greg Knapp and defensive coordinator Jim Mora.

Erickson also was told to run the West Coast offense despite his lack of familiarity with the terms and strengths of the 49ers' hallowed scheme. He didn't even become fully involved in the offensive game plan until the final weeks of the season.

``I'll be much more involved with all aspects of the game plan next year,'' Erickson said. ``I spent a lot of time just learning the offense this year. Now that I've learned the system here, now I can tweak it.''

San Francisco never got consistent play from its offense, though quarterback Jeff Garcia and Owens still racked up impressive statistics. Instead, the 49ers failed in the difficult, late-game situations in which they thrived under Mariucci: Six of their nine losses were by seven points or less.

San Francisco rarely fielded a healthy team in 2003. Garcia hurt his back during an offseason weightlifting accident, and he never got back to full strength in his least impressive season since 1999.

Owens also practiced only once per week to rest his injured groin and other hurts, and receiver Tai Streets' tendinitis kept him out of most practices. The 49ers' starting receivers didn't seem to develop a chemistry with Garcia all season.

``It would have been nice to practice with the guys you're going to play with, but that's not always possible,'' said Garcia, who's expected to return if he's willing to restructure a contract that would count $10 million against the salary cap in its current form.

``The only thing you can do with a season like this one is to put it in the back of your mind and learn from it. Hopefully, we'll never be in a situation like this again.''

Garrison Hearst also missed the final four games with a knee injury, and Kevan Barlow broke free of the 49ers' tailback tandem to finish with 1,024 yards rushing. Barlow also might have ended Hearst's career in San Francisco: Hearst is scheduled to earn $2.5 million next season.

The 49ers could lose several key veterans. Owens has been with San Francisco since 1996, but almost nobody thinks the 49ers will match the hefty offers he might get elsewhere.

San Francisco is committed to digging out from under the pile of ``dead money'' accumulated over the last decade, including several contract renegotiations -- as well as payments to retired defensive lineman Junior Bryant and wildly overpaid receiver J.J. Stokes, who was dropped last summer.

That means the 49ers will ``take (their) medicine,'' as Donahue said ominously, and try to improve largely from within.

``After a couple of years, we will be cap-free,'' Donahue said. ``We've been in recovery the last five years, and we have a couple more years of recovery before we get to where we are cleansed and healthy.''

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