AGREEMENT 1. LG Semicon Co., Ltd., a Korean corporation ("Semicon"), as the record and beneficial owner of approximately 42% of the issued and outstanding voting capital stock (the "Semicon-Owned Stock") of Zenith Electronics Corporation, a Delaware...

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                                                                 EXHIBIT (C)(2)


         
                                    AGREEMENT


     1. LG Semicon Co., Ltd., a Korean corporation ("Semicon"), as the record
and beneficial owner of approximately 42% of the issued and outstanding voting
capital stock (the "Semicon-Owned Stock") of Zenith Electronics Corporation, a
Delaware corporation ("Zenith"), hereby appoints LG Electronics Inc., a Korean
corporation ("LGE") (and any officer or agent of LGE, with full power of
substitution) as its true and lawful attorney-in-fact and in its name, place and
stead to vote the Semicon-Owned Stock at any meeting of stockholders of Zenith,
and to execute written consents in respect of the Semicon-Owned Stock in lieu of
any such meeting.

     2. This proxy is irrevocable. The foregoing power of attorney shall be full
binding upon any individual, partnership, corporation or other entity who shall
acquire any beneficial interest in the Semicon-Owned Stock.

     3. This proxy shall terminate thirteen (13) years after the date hereof.

     Executed and delivered as of this 25th day of March, 1997

                         

                              LG SEMICON CO., LTD



                              /s/ Xxxxx Xxxx Mun, President
                              -----------------------------
                              LG SEMICON CO., LTD
                              Xxxxx Xxxx Mun, President

ACCEPTED AND AGREED:
this 25th day of March, 1997

LG ELECTRONICS INC.

/s/ Cha Hong (Xxxx) Xxx, President
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Cha Hong (Xxxx) Koo, President