AGREEMENT between the

ACCESS TO PLANT, 34
ACQUISITION OF CONTINUOUS SERVICE CREDIT, 20
ADDITION AND SEPARATION LISTS, 40
ADMINISTRATIVE LETTERS, 41
AMOUNT OF MILITARY PAY, 29
APPLICATION FOR LEAVES OF ABSENCE, 28
ARBITRATION, 34
BEREAVEMENT PAY, 30
BULLETIN BOARDS, 40
CHANGE OF ADDRESS OR NAME, 40
CHECK OFF, 7
CLEARANCE OF DISCIPLINARY RECORDS, 40
COMPANY GRIEVANCE PROCEDURE, 34
COMPLAINTS, 32
COMPUTATION OF OVERTIME PAYMENT, 16
CONTINUITY OF SERVICE, 20
DEFINITION OF GRIEVANCE, 32
DEFINITION OF TERMS, 11
DESIGNATED HOLIDAYS, 19
DETERMINATION OF OVERTIME AND HOURS WORKED, 15
EFFECT OF LAW, 40
EMPLOYEES RETURNING FROM LEAVE, 30
GRIEVANCE STEPS AND REPRESENTATIVES OF THE PARTIES THEREIN, 33
GRIEVANCE ZONES, 32
HARDSHIP TRANSFERS, 28
HOLIDAY PAY, 19
HOW SENIORITY IS ACQUIRED, 21
INTRODUCTION OF NEW OR TRANSFERRED EMPLOYEES, 38
JURY DUTY AND WITNESS PAY, 30
LAYOFF, 22
LAYOFF ALLOWANCE, 23
LEAVES OF ABSENCE FOR UNION ACTIVITY, 29
LUNCH PERIODS, 40
MILITARY LEAVE OF ABSENCE, 29
NIGHT SHIFT PREMIUM, 9
NORMAL WORK SCHEDULES, 12
NOTICE OF CHANGE, 41
NOTICES, 38
NOTIFICATION AS TO RULES, 6

NOTIFICATION OF DISCHARGE, 40
OVERTIME PREFERENCE, 14
OVERTIME PAYMENT FOR THE REGULAR WORK WEEK, 14
PAY FOR ANNUAL ACTIVE DUTY FOR TRAINING IN THE UNIFORMED SERVICES, 29
PAYMENT FOR TIME SPENT HANDLING GRIEVANCES, 36
PERSONAL/SICK PAY, 31
PLANTWIDE BID, 25
PRESENTATION OF AGREEMENT TO EMPLOYEES, 38
PRESENTATION OF GRIEVANCES, 32
PROVISION AGAINST DISCRIMINATION, INTIMIDATION AND COERCION, 7
RATIFICATION OF AGREEMENT, 49
RECALL, 27
RECOGNITION OF STEWARDS, 42
RECOGNITION OF GRIEVANCE COMMITTEE, 42
RECOGNITION OF PRESIDENT OF LOCAL UNION, 42
RECOGNITION, 5
REPRESENTATION LISTS, 41
RESOLUTION OF GRIEVANCES, 39
REST PERIODS, 45
RESTORATION OF BROKEN SERVICE, 23
RETIREMENT PLAN JOINT COMMITTEE, 46
RETIREMENT AND INSURANCE BENEFITS, 43
RIGHTS AND FUNCTIONS OF MANAGEMENT, 5
RULES FOR MAKING MODIFICATION IN MID-TERM, 50
SAFETY AND HEALTH, 43
SCHEDULED DAYS OFF, 13
SENIORITY PRIVILEGES, FOR EMPLOYEES WHO ARE TRANSFERRED OUT OF THE
BARGAINING UNIT, 32
SENIORITY PRIVILEGES, 24
SENIORITY OF UNION REPRESENTATIVES, 28
SENIORITY LISTS, 31
SENIORITY POLICY, 24
SHIFT CHANGES AND NOTICE, 18
SHIFT ADMINISTRATORS' LEAVE OF ABSENCE, 35
SHIFT PREFERENCE, 28
SHIFT SCHEDULES, 61
SHOW-UP AND CALL-IN PAY, 10
SPECIAL RULES GOVERNING VACATION PAYMENT, 20
STRIKES, LOCKOUTS & INTERRUPTION OF WORK, 6
SUPPLEMENTAL WORKERS' COMPENSATION PAYMENTS, 44
TEMPORARY LAYOFF, 28
TEMPORARY ABSENCE FOR DISABLING ILLNESS, INJURY OR PREGNANCY RELATED
DISABILITY, 33

TERM AND NOTICE OF TERMINATION, 50
TIME STUDY RATES, 47
UNION DUTIES OF UNION REPRESENTATIVES, 42
UNION BUSINESS OR ACTIVITIES ON COMPANY TIME OR PREMISES, 41
UNION SHOP, 7
UPGRADING, 31
VACATION PAYMENT, 19
VACATION YEAR, 19
VACATION POLICY, 18
VACATION PAYMENT TO EMPLOYEES ON PAYROLL, 21
VACATION SEASON, 19
WAGE APPENDIX, 62
WAGE RATES FOR NEW OR CHANGED OCCUPATIONAL CLASSIFICATIONS, 11
WAGE RATES, 10
WAGES, 8
WAIVER, 49
WORK OUT OF CLASSIFICATION, 11
WORK WEEK, 46

AGREEMENT

Agreement, entered into this 1st day of July, 1996 between Xxxxxx Corporation,
hereinafter referred to as the Company, and Local Union No. 1907, International
Brotherhood of Electrical Workers, AFL-CIO, hereinafter referred to as the
Union, with respect to the bargaining unit composed of production and
maintenance employees at the Company's plant in Findlay, Ohio.

BASIC PRINCIPLES

The Union representing the employees of the Company and the Company desire to
establish and maintain, through harmonious cooperation, a standard of conditions
and procedures to provide orderly collective bargaining relations, prompt and
equitable disposition of grievances, and fair wages, hours and working
conditions for the employees covered by this Agreement.

ARTICLE I
RECOGNITION

1.01 RECOGNITION

The Company recognizes the Union as the sole and exclusive bargaining
representative for all Production and Maintenance employees, and warehousing
employees, at the Findlay, Ohio plants of the Company, located in Xxxxxxx
County, excluding office employees, technical employees, executive employees and
administrative employees, guards, professional employees and all supervisors as
defined in the National Labor Relations Act, as amended.

ARTICLE II
RECOGNITION OF RIGHTS

2.01 RIGHTS AND FUNCTIONS OF MANAGEMENT

Except as otherwise expressly limited by the provisions of this Agreement, the
Company shall retain all its rights and functions of ownership or management,
including the right to manage the plants and direct the working forces, to hire
new employees and to discipline or discharge employees for just cause. Also the
right to lay off employees for lack of work or other legitimate reason, to make
such reasonable rules and regulations relating to the conduct of its employees
as it considered necessary or advisable for the orderly and efficient conduct of
its business, and to require employees to observe such rules and regulations.

It is further agreed that the right to determine the number and location of its
plants, the products to be manufactured, the tools, equipment, schedules of
production and the methods or processes in connection with manufacturing, shall
be vested exclusively in the Company.

The enumeration of management rights and functions herein shall not be deemed to
exclude other rights or functions of management not so enumerated, nor in any
way be prejudicial to the rights, duties and responsibilities of the Union, as
the collective bargaining representative of the employees to whom this Agreement
applies, to process grievances, disputes or differences as to the interpretation
or application of any provision of this Agreement, except that management rights
vested exclusively in the Company shall be arbitrable only to the extent that
they are abridged by provisions in said Agreements.

2.02 STRIKES, LOCKOUTS & INTERRUPTION OF WORK

There shall be no strike, work stoppage, slowdown, sit-down, refusal to handle
merchandise, refusal to work, boycott, or picketing by the Union or its
representatives or members, or lockout on the part of the Company during the
term of this Agreement; unless and until all Steps of the Grievance Procedure,
including Arbitration, shall have been employed and one of the Parties hereto
fails or refuses to comply promptly with any final decision made against such
Party thereunder, provided, however, that a member of the Union may refuse to
enter upon the premises of any employer if the employee's of such employer are
engaged in a primary strike ratified or approved by a representative of such
employees whom such employer is required to recognize under the Labor Management
Relations Act of 1947.

If a strike should occur, salaried employees, guards and other plant protection
and the regularly scheduled Plant Service Mechanic shall be permitted to perform
their respective functions without interference by the Union or its members. The
Company shall have the right to request the service of Plant Maintenance
employees in the event of emergency situations. The request will be made of the
Union President or his/her designated representative and such requests will be
duly considered in order to protect the assets of the plant and its operating
environment based on a plan mutually agreed upon for such purpose by the Company
and the Union.

In consideration of this Agreement, the Union agrees not to xxx the Company, its
officers, or representatives, and the Company agrees not to xxx the Union, its
officers, agents, or members for any labor matters in any xxxx of law or equity.

2.03 NOTIFICATION AS TO RULES

Prior to their inauguration, the Company will consult with the Union concerning
rules affecting this Agreement or the general welfare and working Relationship
of employees represented by the Union. The employees involved will be informed
in advance of any new rules or changes in rules.

ARTICLE III
UNION SECURITY

3.01 UNION SHOP

It shall be a condition of employment that all employees of the employer covered
by this Agreement who are members of the Union in good standing on the effective
date of this Agreement shall remain members in good standing and those who are
not members on the effective date of this Agreement shall on the thirtieth
(30th) calendar day following the effective date of this Agreement become and
remain members in good standing of the Union.

It shall also be a condition of employment that all employees covered by this
Agreement and hired on or after its effective date shall on the thirtieth (30th)
calendar day following the beginning of such employment become and remain
members in good standing of the Union.

This provision shall not apply if prohibited by any local, State, or Federal
law, and if so prohibited it shall apply whenever the law is changed so that it
may be effective.

3.02 CHECK OFF

Upon receipt of an employee's written authorization which shall not be revocable
for more than one year or beyond the termination date of this Agreement,
whichever occurs sooner, the Company shall deduct from such employee's wages the
Union dues and remit them monthly to the duly authorized representative of the
Union, together with a list of names of the employees from whose pay deductions
were made.

Within thirty (30) days after receipt of a written authorization from the
employee, the Company will deduct an amount equal to the reasonable initiation
fee uniformly required as a condition of acquiring membership in the Union and
will remit said amount to the duly authorized representative of the Union,
together with a list of the names of the employees from whose wages such
deductions were made.

The Union agrees to hold the Company free from all liability in connection with
dues and/or initiation fee collection except for ordinary diligence and care in
transmittal of the monies to the Union, and further agrees that the Company will
not be required to deduct from an employee's wages both Union dues and
initiation fees in the same month.

3.03 PROVISION AGAINST DISCRIMINATION, INTIMIDATION AND COERCION

There shall be no discrimination, intimidation or coercion by the Company or by
the Union against any employee because of sex, race, color, national origin,
creed, age, handicap, veteran's status, or because of Union activity or
membership.

ARTICLE IV
GENERAL WAGE PROVISIONS

4.01 WAGES

A. All employees covered by this Agreement shall be granted a general
increase to be effective February 1, 1997 equal to two (2%) of the applicable
straight time hourly wage rate. A second general increase will be granted on
February 1, 1998 equal to three (3%) of the applicable straight time hourly wage
rate. A third general increase will be granted February 1, 1999 equal to three
(3%) of the applicable straight time hourly wage rate. A fourth general increase
will be granted on February 1, 2000 equal to three (3%) of the applicable
straight time hourly wage rate. Effective February 1, 1997, the maximum
occupational wage rates shall be as follows:

Labor
Grade Occupation/Title Wage
----- ---------------- ----
1 Laborer-Cleaner 11.69
2 Manufacturing Operator 11.74
3 Manufacturing Support 12.23
6 Manufacturing Maint. Support 13.02
8 Plant Maint. Mechanic A 14.56
Plant Services Mechanic 14.56
9 Plant Electrician A 14.80
10 Elec. Equip. Elect. A 15.46
11 Tool and Die Maker 16.25
12 Equipment Specialist 16.71

B. Special lump sum bonus will be granted to eligible employees on the
following dates:

July 1, 1996........................ One-Thousand Dollars ($1,000.00).

July 1, 1997........................ Two (2%) of qualified earnings.

July 1, 1998........................ Three (3%) of qualified earnings.

July 1, 1999........................ Three (3%) of qualified earnings.

Employees on the payroll who are eligible for the special lump sum bonus will
receive such bonus on or before the end of the second full pay period of July.

1. Qualified earnings are those earnings received during the period from:
July 1, 1996 to and including June 30, 1997 (for July 1, 1997). July 1, 1997 to
and including June 30, 1998 (for July 1, 1998). July 1, 1998 to and including
June 30, 1999 (for July 1, 1999).

2. Qualified earnings include straight time, overtime, night shift premium,
holiday, vacation, bereavement, military differential, jury duty and witness,
personal/sick, show-up and call-in, Company-Union contract administration lost
time and dispensary visit lost time pay. Any other earnings, including special
one time payments received by eligible employees from the Company or third party
payers are excluded.

3. Eligible employees are those regular employees on active payroll on each
of the dates specified. Regular employees not on payroll by reason of layoff or
approved Leave of Absence on each date will receive a Special Bonus Payment
provided they return to active payroll with unbroken continuous service credit
before the date of the next bonus payment or in the case of the 7-1-99 payment
on or before 7-1-2000. Probationary employees on active payroll on each of these
dates will be granted the respective special bonus payment, provided they
subsequently acquire seniority.

4. Employees hired into labor grades 1 through 6 will be paid the
percentages shown below of the minimum or start rate of the applicable labor
grade in accordance with the following schedule:

From But Less Than Percentage
---- ------------- ----------
Hire Date 6 months 80%
6 months 12 months 85%
12 months 18 months 90%
18 months 24 months 95%
24 months 100%

After twenty-four (24) months, such employees will receive further increases to
the maximum wage rate in accordance with the labor grade progression schedules
of the applicable Wage Rate Schedule. The minimum or start rate of the
applicable labor grade shall be that in effect on February 1, 1997, and shall
not be increased during the term of this Agreement.

4.02 WAGE RATES

The wage rates for employees covered by this Agreement shall be as set forth in
Wage Rate Schedules to be attached to and made a part of this agreement.

4.03 NIGHT SHIFT PREMIUM

A wage differential of 10% of the applicable hourly wage rate shall be paid to
all employees who work on recognized night shifts.

4.04 SHOW-UP AND CALL-IN PAY

An employee (a) reporting for work, in the absence of a notice not to report by
the Company via telephone at least two (2) hours prior to the employee's
scheduled starting time, or (b) an employee reporting for work who has been
called in for an emergency, shall be guaranteed a minimum of four (4) hours at

the applicable rate. An employee (c) who works more than four (4) hours of the
employee's established shift, in the absence of notice not to work, shall be
guaranteed the applicable rate for the regularly scheduled number of hours in
such established shift, or eight (8) hours, whichever is the lesser. In such an
event, if work is not available in the employee's classification, the employee
may be assigned work in another classification where work of a similar nature is
available, at the employee's regular base rate of pay, by agreement with the
appropriate Union representative. Provided, however, this paragraph shall not
apply to employees under (a) and (c) above where general disaster, fire, power
failure, explosion or bombing cause damage which makes it impossible to resume
work in the section in which such employee works. The foregoing provisions of
the paragraph also apply to an employee who is scheduled to work and reports on
the employee's scheduled days off.

4.05 WAGE RATES FOR NEW OR CHANGED OCCUPATIONAL CLASSIFICATIONS

In the event the Company desires to establish new occupational classifications
or change existing occupational classifications the hourly rates applicable
thereto shall be determined by negotiation between the Company and the Union.

Production shall not be delayed through failure to immediately agree upon hourly
rates applicable to any new or changed occupational classification. In such
cases, pending the results of negotiations, the Company will establish the
occupational classification and the Company-proposed hourly rate applicable
thereto and shall place such occupational classification and such hourly rates
into effect. Negotiated rates finally established which are higher than the
Company-proposed rates will be paid retroactive to the date of the start of the
occupation. The Company will supply the Union, seven (7) days prior to such
negotiations, with the occupational classification number, occupational
classification title and the job description pertaining thereto.

In the event that the local plant management and the Union cannot agree upon a
final rate for any new or changed occupational classification within fifteen
(15) calendar days after such occupation is established, the matter may be
referred to the grievance procedure. If such representatives fail to reach
agreement, either party may refer the matter to arbitration in accordance with
Article XI. However, the authority of the arbitrator shall be limited to
selecting the final wage position of either the Company or the Union for
implementation.

4.06 WORK OUT OF CLASSIFICATION

If, because of production requirements, it is necessary for an employee to work
out of classification, such employee will not be worked out of classification:
(a) for more than five (5) consecutive working days without having their
occupational classification changed unless an extension is mutually agreed upon,
or (b) for less than eight (8) hours in any one (1) day. During the period when
an employee may work out of his/her regular classification, the employee will be
paid as follows:

A. If an employee works in a higher classification, the employee will be
paid the maximum hourly wage rate for that classification.

B. If an employee works in a lower classification, the employee shall
continue to receive the same hourly wage rate that the employee would have
received had the employee continued on the employee's regular occupational
classification.

ARTICLE V
HOURS AND OVERTIME

5.01

The "regular work week" for all employees covered by this Agreement shall be
forth (40) hours, Monday through Friday, not to exceed eight (8) hours in any
one day of twenty-four (24) hours; except for such employees as are engaged in
continuous operations, or any night shifts terminating on Saturday or holiday
mornings, or beginning on Sunday night whose normal work week shall be five (5)
consecutive days, not to exceed eight (8) hours in any one day of twenty-four
(24) hours, and, except for employees assigned to the compressed work week.
Continuous shift operations will be established only upon agreement between the
Company and the Union.

5.02 DEFINITION OF TERMS

A. "Regular Work Week" The "regular work week" for all employees shall
begin at 12:00 o'clock midnight Sunday and end at 12:00 o'clock midnight the
following Sunday night (i.e., seven (7) consecutive "calendar days," Monday to
Sunday, inclusive).

B. "Compressed Work Week"

A "compressed work week" shall be scheduled in advance. Employees assigned
to the "compressed work week" shall be scheduled to work twelve (12) consecutive
hours on his/her regular work day.

C. "Regular Work Day"

For the determination of daily overtime, the "regular work day" shall be
twenty-four (24) consecutive hours, commencing with the starting time of any
shift; except that this determination shall not carry over from one "regular
work week." In all cases, therefore, the starting time of the Monday "regular
shift" shall be the start of the "regular work day" even though it may fall
within the "regular work day" of Sunday, the last day of the previous work week.

D. "Calendar Day"

For the determination of overtime worked in the "regular work week," on
"scheduled days off," and on holidays, the "calendar day" (i.e. from 12:00
o'clock midnight to 12:00 midnight twenty-four (24) consecutive hours) shall be
used, and hours work on a shift starting in the "calendar day" shall be counted
as worked in such calendar day.

E. "Regular Shift"

A "regular shift" shall be scheduled in advance, and shall consist of a
specified number of consecutive hours, exclusive of meal periods of not less
than one-half (1/2) hour or more than one (1) hour each. The "regular shift"
will normally be eight (8) hours, exclusive of one meal period, and no employee
shall be required to work more than six (6) hours without a meal period.

F. "Scheduled Days Off"

A "scheduled day off" shall be a "calendar day" during which no "regular
shift" is scheduled to start for the employee.

G. "Night Shift"

The term "night shift" shall mean any shift starting at or after 1:00 p.m.
and before 6:00 a.m. A shift starting at or after 1:00 p.m. and ending at or
before 6:30 p.m. shall not be considered a "night shift."

The time that an employee reports to work or leaves before or after his/her
"regular shift" will not determine whether a "night shift" has been worked.

5.03 SCHEDULED DAYS OFF

The employee's "scheduled days off" shall be consecutive and scheduled in
advance.

5.04 NORMAL WORK SCHEDULES

A. The regular work schedule shall consist of five (5) regular work days in
each "regular work week." The two (2) days on which work is not regularly
scheduled (normally Saturday and Sunday) shall be "scheduled days off.

B. The "Compressed Work Week" will consist of four (4) 12-hour shifts

1. Work four (4) consecutive days and will be off the following four (4)
consecutive days.

2. Work two (2) days followed by three (3) days off followed by two (2)
days worked followed by two (2) days off followed by three (3) days worked
followed by two (2) days off. This schedule will provide alternating weekends as
scheduled days off.

Employees working such shifts will receive three (3) ten minute paid rest
periods. Employees working such shift shall also receive one (1) 30 minute
unpaid lunch period during each complete shift (with exception of Plant Service
Mechanics who receive a paid lunch period).

3. Payment for daily hours worked will be as follows: The first eight (8)
hours will be paid at straight time; the next three (3) hours will be paid at
time and one-half; and the final one half hour will be paid at double time.

4. Overtime payment for work on scheduled days off will be as follows for
the CWW schedule described in paragraph 1 of 5.04 B above: either of the first
two scheduled days off which are worked will be paid at time and one-half up to
a total of 11 hours per day and double time will be paid beyond that. Work

performed on either of the third or fourth scheduled days off will be paid at
double time if the first and second scheduled days off were worked. In any
event, the first two days worked on scheduled days off will be paid at time and
one-half up to 11 hours per day and double time will be paid for all hours
worked thereafter.

Overtime payment for work on scheduled days off will be as follows for the
CWW schedule described in paragraph 2 of 5.04 B above: Either of the first two
scheduled days off during the regular work week which are worked will be paid at
time and one-half up to a total of 11 hours per day and double time will be paid
beyond that. Work performed on either the third or fourth scheduled days off
during the regular work week will be paid at double time if the first and second
scheduled days off during the regular work week were worked. In any event, the
first two days worked on scheduled days off during the regular work week will be
paid at time and one-half up to eleven hours a day and double time will be paid
for all hours worked thereafter.

5. Work performed on holidays will be paid in accordance with current
practice. However, an employee working on a scheduled day off which qualifies
for double time and where such day is a designated holiday, said employee will
be paid 3X for all hours worked and will receive no holiday pay. Said employee
who works less than the number of hours in his/her regular shift shall be paid,
in addition to 3X for all hours worked, his/her straight time hourly base rate
for the difference between the hours worked in the regular shift and the number
of hours worked on the holiday.

6. Payment for holiday, bereavement, military differential, jury duty and
witness, and personal/sick days will be eleven and one-half (11 1/2) hours times
the employee's applicable hourly base rate.

7. Vacation may be scheduled for plant shutdown or by individual days or
weeks off. Five (5) days of vacation for each eligible week will be allowed when
vacations of less than four (4) consecutive work days are taken. A vacation of
four (4) consecutive work days will equal one (1) full week. Scheduled days off
which fall during a vacation period will not be counted as vacation days.

8. Consistent with current practices employees working such compressed work
week shifts will be entitled to the same life insurance, temporary disability
insurance or long term disability insurance benefits as employees working eight
(8) hour shifts.

9. When fifty-five percent (55%) of those employees who have a seniority
date earlier than January 1, 1986 are assigned to CWW, no additional employees
hired before January 1, 1986 may be involuntarily assigned to the Compressed
Work Week Schedule.

10. When a CWW schedule is established in a new area, up to fifty-percent
(50%) of those employees hired prior to 1-1-86 will be given the opportunity to
"bump" less senior employees in their occupation on another shift.

11. Unless otherwise mutually agreed, items relating to CWW not enumerated
herein will be resolved by application of current practice.

12. Employees assigned to CWW will celebrate designated holidays on the
calendar day of occurrence.

13. Employees may submit a shift preference to CWW shifts A, B, C. D.

5.05 OVERTIME PAYMENT FOR THE REGULAR WORK WEEK

Whenever more than eleven (11) consecutive hours are worked, whether they
include hours before or after a regular shift or extend into another workday,
pay will be computed as follows:

A. Eight (8) hours at straight time. Three (3) hours at time and a half
(1-1/2). All additional hours which are worked consecutively at double time.

B. Consecutive hours worked during the first scheduled day off will be
computed as follows: Up to eleven (11) hours at time and a half (1-1/2). All
consecutive hours over eleven (11) at double time.

C. All hours worked during the second scheduled day off will be computed at
double time.

The determination of first and second days off shall depend upon
the chronological order of occurrence of the two scheduled days off as they are
established within the "regular work week."

In all cases payment of overtime shall be at least equal to the overtime payment
required under the Fair Labor Standards Act and the Xxxxx-Xxxxxx Act.

5.06 OVERTIME PREFERENCE

So far as practicable and consistent with efficient operations, overtime will be
assigned in accordance with the following:

A. Preference in the assignment of overtime shall be given to employees on
the basis of seniority, in accordance with arrangements made between the parties
for application of this paragraph.

B. Employees who will be scheduled to work on the first scheduled day off
will be so advised two (2) days prior to the scheduled overtime, whenever
possible.

C. In the event emergency overtime occurs and an employee must be called
in, employees who cannot be contacted personally by telephone may be by-passed.

D. When overtime work is required in a particular occupational
classification and the Company is unable to fulfill its requirements with
employees in such occupational classification, the Company will determine the
occupational classification from which employees will be selected for such
overtime work. All employees in the selected occupational classification, who
possess the skill and ability to perform the work as determined by the Company,
in order of seniority, will be given the opportunity to work the required
overtime before the Company selects another occupational classification.

E. In order to provide Union representation when overtime is worked by
three or more employees in any group within the Xxxxxxx'x zone of jurisdiction,
the Xxxxxxx for that group will be offered work if there is work available and
they are capable of performing such work in their classification. The Chief
Stewards shall be offered overtime for available work which they are capable of
performing in their occupational classification if there are one hundred (100)
or more employees working overtime within their jurisdiction.

5.07 DETERMINATION OF OVERTIME AND HOURS WORKED

Overtime hours worked will be determined as follows:

A. Daily Overtime

1. Hours worked in excess of eight (8) hours in any one "regular work
day."
2. Hours worked before or after a "regular shift."

B. Overtime on "Scheduled Days Off"

1. All hours worked on shifts starting on the "scheduled days off" will be
counted as overtime hours.

2. When an employee works beyond his/her "regular shift" and thereby works
into the next "calendar day," such excess hours will not be regarded as an
additional day worked, provided however, that if an employee so continues to
work into one of their "scheduled days off" to the extent of one-half of their
"regular shift" or is called back to work on one of their "scheduled days off,"
the "scheduled day off" will be counted as worked.

5.08 COMPUTATION OF OVERTIME PAYMENT

Payment for overtime hours worked (determined in accordance with Paragraph 5.07
above) shall be computed at the following rates:

A. Daily Overtime -- At time and one-half for all hours worked in excess of
the "regular shift" in any one "regular work day." When more than eleven (11)
hours are worked in a "regular work day," double time shall be paid for such of
said hours worked as are in excess of eleven (11).

B. First "Scheduled Day Off" in the "Regular work Week" at time and
one-half time for the first eleven (11) hours worked and double time for hours
worked in excess of eleven (11) hours.

C. Second "Scheduled Day Off" in the "Regular Work Week," at double time.

NOTE: (With reference to B. and C. above). In any case, the determination
of "first" or "second scheduled days off" shall depend upon the chronological
order of occurrence of the two (2) "Scheduled Days Off" as they are established
within the "regular work week."

5.09 SHIFT CHANGES AND NOTICE

Subject to the provisions of Paragraph 5.07, A.2. of this Agreement, the Company
shall be free to establish the starting and quitting time for any job upon
notice to the appropriate xxxxxxx and the employees affected. Prior to any
changes in regular shifts being made effective, the matter of such changes will
be discussed by the Company representatives with the appropriate Union
representatives.

In establishing schedules of work for compressed work week employees, the Union
and the Company recognize the practical impossibility of providing Saturday and
Sunday as "scheduled days off" on a regular basis.

The Company agrees that it will exercise care in arranging schedules of work of
such employees in order to reduce to a minimum the occasions where an employee
works beyond five (5) days without a "scheduled day off."

ARTICLE VI
VACATION

6.01 VACATION POLICY

It is the policy of the Company to grant a vacation to employees annually as
herein provided. Vacations will be granted so far as possible, at the time most
desired by the employees; but, the Company has the right to ensure orderly and
efficient operations.

Employees entitled to vacation shall signify to the Company their choice of time
for Vacation by January 31st. The selection of the time for Vacation will be
granted on the basis of the continuous service credit of the employee, provided
that the number of employees in an occupational classification within any
department who will be granted such Vacation at the same time is consistent with
efficient and orderly operations.

Notices will be posted by the Company 90 days in advance of the optional
vacation/shutdown periods. The Company may have two optional vacation/shutdown
periods: 5 consecutive days from May 1 to September 30, and 5 consecutive days
outside of the May 1 to September 30 time frame. Employee has option to use
vacation or not for these vacation/shutdown periods.

Employees who have not exhausted their vacation by March 31 will be allowed to
carry over 5 days or less into the next vacation year to be used by September 30
of the next vacation year.

6.02 VACATION YEAR

The Vacation Year which shall be used in computing the amount of Vacation time
and payment shall be from April 1st to March 31st, both inclusive, of each year
in which this Agreement continues in effect.

6.03 VACATION SEASON

The Vacation Season in which Vacations will be granted and the Vacation Payments
herein provided for will be paid, shall be from April 1st to March 31st, both
inclusive, of each year in which this Agreement continues in effect. An employee
shall take the Vacation to which entitled, unless it is otherwise agreed between
the Company and the Union.

6.04 VACATION PAYMENT

A. Each employee who at the close of the Vacation Year has not less than
six (6) months of continuous service credit shall receive Vacation and Vacation
Payment in accordance with the following schedule:

FROM BUT LESS THAN VACATION VAC. PYMNT
---- ------------- -------- ----------
6 Months 2 Years 1 Week 2.0%
2 Years 3 Years 2 Weeks 3.2%
3 Years 4 Years 2 Weeks 3.6%
4 Years 5 Years 2 Weeks 4.0%
5 Years 6 Years 2 Weeks 4.2%
6 Years 7 Years 2 Weeks 4.4%
7 Years 15 Years 3 Weeks 6.0%
15 Years 20 Years 4 Weeks 8.0%
20 Years and over 5 Weeks 10.0%

The Vacation Payment shall be computed upon the above indicated percentage
of the employee's total earnings during the Vacation year.

B. The Company will make up the difference in Vacation Payment from that
received by any veteran reemployed during the period from October 1 of the
Vacation Year currently applicable to Vacation and Vacation Payment and
September 30 of the immediately succeeding Vacation year, under the normal
Vacation Policy and that which the employee would have received, assuming the
employee was on the payroll for an entire twelve (12) month period. This payment
is to be made on the basis of the veteran's hourly rate as of September 30 in
accordance with the following schedule:

FROM BUT LESS THAN PAYMENT
---- ------------- -------
6 Months 2 Years 40 Hours
2 Years 3 Years 56 Hours
3 Years 4 Years 72 Hours
4 Years 5 Years 80 Hours
5 Years 6 Years 84 Hours
6 Years 7 Years 88 Hours
7 Years 8 Years 96 Hours
8 Years 9 Years 104 Hours
9 Years 10 Years 112 Hours
10 Years and over 120 Hours

C. Any employee who has been on the active payroll for at least six (6)
months and who is thereafter terminated, granted a leave of absence or laid off
due to lack of work shall be entitled to a Vacation payment for that portion of
the Vacation Year in which the employee is terminated, granted a leave of
absence or laid off at the rate applicable as of the date of such termination,
leave of absence or layoff.

6.05 SPECIAL RULES GOVERNING VACATION PAYMENT

In no case will the length or the amount of Vacation payment be allowed or
calculated upon an anticipated basis. Paid holidays occurring during any
employee's Vacation shall not be counted as part of the employee's Vacation
time. With the consent of the Company, Vacation time may be taken in one-half
(1/2) day increments.

6.06 VACATION PAYMENT TO EMPLOYEES ON PAYROLL

Employees on the payroll who are eligible for a Vacation payment will receive
such payment on or before the end of the second full pay period of April. At the
request of the employee, the Company will make pro rata payments in the pay
period the Vacation is taken. Any remaining vacation pay will be paid prior to
March 31st. The Company will provide each employee with the gross payroll number
used to compute the employee's vacation earnings for the Vacation Year.

ARTICLE VII
HOLIDAYS

7.01 DESIGNATED HOLIDAYS

The following holidays shall apply to all employees covered by this Agreement:
New Year's Day, Good Friday, the Monday after Easter, Memorial Day, Fourth of
July, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas and the
second half of the regularly scheduled shift on each of the last work days in
the employee's normal work schedule immediately preceding the Christmas and New
Year's Holidays.

7.02 HOLIDAY PAY

A. The Company shall pay employees for each of the designated holidays at
their straight time hourly base rate for the number of hours, per day, for which
they are regularly scheduled to work during the work week in which the holiday
occurs. Employees who are required to work on any one of the designated holidays
shall be paid double time and one-half for all hours worked and shall receive no
holiday pay as such, except that employees who work less than the number of
hours in their regular shift shall be paid, in addition to double time and

one-half of all hours worked, their straight time hourly base rate for the
difference between the number of hours in their regular shift and the hours
worked on the holiday.

An employee who is on jury duty, appearing as a subpoenaed witness in court
or on non-war military duty shall receive holiday pay in accordance with this
paragraph instead of either of the differential payments provided for in
paragraph 10.05 and 10.06. When any of the holidays provided for in Paragraph
7.01 falls on Sunday, the Company shall grant the following Monday as the
holiday and when a holiday provided for in Paragraph 7.01 falls on Saturday, the
Company shall grant the preceding Friday as the holiday, except as provided in
Paragraph 5.04, B.12.

B. Employees who are on payroll during the work week in which any of the
designated holidays fall shall be paid for time not worked on such holiday at
the applicable straight time hourly rate for the number of hours for which they
are regularly scheduled during the days of that week, provided the employee
works one scheduled work day in the work week in which the holiday occurs, and,
in addition, the employee is on the payroll when the holiday occurs. Employees
who are scheduled to work on a designated holiday and who do not report for work
shall receive no pay for that holiday, unless a four hour notice is given or a
documented emergency arises that prevents the employees from reporting to work.
Employees on approved absence of layoff of not more than two (2) weeks, or on
approved vacations, will be paid for holidays not worked. Employees on approved
absence or layoff of more than two (2) weeks will not be paid holiday pay for
hours not worked. Premiums shall not be applied to the base rate for the purpose
of determining the holiday pay.

ARTICLE VIII
CONTINUOUS SERVICE CREDIT

8.01 ACQUISITION OF CONTINUOUS SERVICE CREDIT

The principle of continuity of service is recognized in accordance with and
subject to the provisions of this Agreement. Each employee shall have continuous
service credit with the Company dating from the first date of unbroken service
in a classification of work covered by this Agreement.

8.02 CONTINUITY OF SERVICE

The continuous service credit and seniority of an employee will be broken under
the following conditions, and when so broken such employee shall be for all
purposes considered a new employee if and when rehired:

A. Resignation or other voluntary termination of employment.

B. Discharge for just cause.

C. Absence in excess of three (3) consecutive regularly scheduled working
days without notice, either by telephone or written message by messenger to the
Human Resources Department, unless satisfactory evidence of inability to so
report is shown.

D. Absence in excess of five (5) consecutive regularly scheduled working
days without a formal leave of absence, unless satisfactory evidence of
inability to apply for it is shown.

E. A pattern of unauthorized absence after the time limit of an authorized
vacation or an approved absence, unless satisfactory evidence of inability to
report for work is shown.

F. Failure to report to work after layoff within fourteen (14) calendar
days after the Company gives the employee written notice to return to such work
and failure to notify the Company of intention to return to work within five (5)
calendar days after such notice is given. such notice shall be deemed to have
been sufficiently given if sent to the employee by registered or certified mail
addressed to the last address furnished to the Human Resources Department of the
Company.

G. Layoff without recall to work within five (5) years from the date of
such layoff.

8.03 RESTORATION OF BROKEN SERVICE

An employee whose continuous service credit is broken as the result of not being
recalled to work after a layoff from the Bargaining Unit, who is subsequently
reemployed in the Bargaining Unit, shall be credited with the continuous service
credit accrued at the time of the layoff that caused the most recent break in
the employee's continuous service credit provided such employee accumulates
three (3) years of unbroken continuous service credit after being reemployed.
Upon accumulating three (3) years of unbroken continuous service credit after
reemployment, the employee's continuous service credit shall thereupon be
recomputed and such recomputed continuous service credit of the employee shall
apply to the following benefits:

(1) Personal/Sick Pay;
(2) Vacation;
(3) Service Awards;
(4) Layoff Allowance.

Any period between the date an employee was removed from payroll and the date
such employee was reemployed shall not be included in any recomputation of
continuous service credit. In addition, the provisions of Paragraph 9.01, shall
not be applicable after the recomputation of the employee's continuous service
credit so that the employee's seniority shall date only from the employee's most
recent date of reemployment.

ARTICLE IX
SENIORITY

9.01 SENIORITY POLICY

The Company and the Union accept the principle of employee seniority based upon
continuous service credit from the first date of the employee's unbroken
continuous service in a classification of work covered by this Agreement.
Employees shall have seniority privileges as provided for in the following
paragraphs.

9.02 HOW SENIORITY IS ACQUIRED

Each new employee hired shall be a probationary employee and shall not have
seniority until the end of a probationary period of ninety (90) days. Upon the
completion of the probationary period, the employee shall be considered as a
regular employee and shall have seniority from date of hire. When thus
established, such seniority will equal the employee's continuous service credit.
There shall be no requirement that the Company reinstate or rehire probationary
employees if they are discharged during their probationary period.

9.03 SENIORITY PRIVILEGES

After completion of the applicable probationary period with the company, each
employee shall have seniority in the occupational classification in which the
employee is then working. When thus established, such seniority shall equal the
employee's total continuous service credit with the Company.

After having established seniority, the employee, if transferred to a different
occupational classification, shall retain seniority in the occupational
classification from which the employee was transferred. After the employee has
worked in such different occupational classification for a period of thirty (30)
days in labor Grade 7 or below or sixty (60) days in Labor Grade 8 or above, the
employee's seniority therein shall equal the employee's total continuous service
credit with the Company, and the employee shall continue to accumulate seniority
in the occupational classification in which the employee is then working and in
all other occupational classifications in which the employee has previously
established seniority.

An employee who is transferred to a different classification due to layoff shall
immediately have all seniority rights in that classification equal to the
employee's total continuous service credit and shall continue to accumulate
seniority in the classification from which the employee was laid off and all
other classifications in which the employee has established seniority. When two
or more employees otherwise would have identical seniority within a
classification, seniority rank will be determined by alphabetical order of last
names, a name commencing with "A" being the more senior. Once established in
this manner seniority rank shall not be altered by subsequent name changes. This
procedure shall apply in all determinations of seniority.

If, at the time of layoff or recall, an employee refused to take a job in a
lower labor grade than that of the occupation from which the employee was laid
off, the employee shall retain, but shall not accumulate, established seniority,
and shall be considered for recall only in an occupation within the same labor
grade as that of the occupation from which the employee was laid off.

9.04 LAYOFF

When layoff is necessary it shall be made in the following manner.

A. Probationary employees, as defined in Section 9.02 shall be laid off
first and will be replaced by employees having the last seniority in the
particular occupational classification affected by the layoff. If further
layoffs are necessary, such layoffs shall be made by continuous service credit.
An employee with continuous service credit who is subject to layoff under the
foregoing shall have the option to exercise all seniority rights in an
occupational classification in the same labor grade, or the employee may
exercise all seniority rights in the occupational classification in successively
lower labor grades on a plant wide basis, provided the employee has the ability,
skill and physical capabilities to do the work required.

B. Employees will be permitted to voluntarily downgrade to the
Manufacturing Operator or Laborer Cleaner classification when there is a layoff
in their occupational classification based on their seniority, provided the
employee possesses the required ability, skill and physical capabilities to do
the required work.

C. No employee may bump another employee in a higher graded classification.

D. In all cases of layoff, the Company will give not less than two (2) days
advance notice of contemplated layoffs of more than one (1) week to the
employees affected and to the appropriate xxxxxxx. Where, however, such notice
is not feasible, the Company will notify the employee and such xxxxxxx affected
as promptly as possible and give in lieu of two (2) days' notice, two (2) days'
pay, not to exceed eight (8) hours per day, at the employee's straight time
hourly base rate.

E. Upgrades will be honored to fill any openings created by a layoff.

9.05 LAYOFF ALLOWANCE

A. Regular full time employees will be entitled to layoff allowance in
accordance with the provisions of this paragraph when indefinitely laid off for
lack of work for a period longer than one regularly scheduled work week.

B. No employee will be entitled to layoff allowance in cases where such
layoff is caused by tornado, fire, flood, explosion, bombing or earthquake
causing damages in the plant which make it impossible to resume work in the
section in which such employee works.

C. No employee will be entitled to layoff allowance who has refused to
accept a job in the same or higher labor grade.

D. The layoff allowance for employees entitled thereto under the provisions
of this paragraph, shall be as follows:

1. All employees that are laid off for lack of work shall be eligible to
receive a sum equal to one week's pay for each full year of credited service.

For the purpose of this provision, a "week's pay" for such eligible
employees shall be calculated by multiplying the employee's base rate at the
time of layoff times the number of hours in the employee's normal work week, at
the time of layoff, up to a maximum of forty (40) hours.

2. Layoff Allowance will be paid on a weekly basis, until such Layoff
Allowance is exhausted.

3. Benefits received as a regular employee will continue through the Layoff
Allowance period. Any required employee contributions will be deducted from the
Layoff Allowance, according to the terms of the particular plan or program.

4. Layoff Allowance will stop upon the earlier of:

(a) The date of recall
(b) The date recall is refused, or
(c) The exhaustion of all Layoff
Allowance under the program.

5. Any employee who exhausts his/her layoff allowance as herein provided,
and who is subsequently reinstated in employment with the Company shall not
again be eligible for additional layoff allowance until accumulating one (1)
additional year of unbroken continuous service credit with the Company. Upon
establishing one (1) year additional continuous service credit after such
reinstatement, the employee shall again be entitled to layoff allowance in
accordance with established unbroken continuous service credit with the Company
if again laid off under the conditions herein provided.

6. Any employee who does not exhaust his/her layoff allowance as herein
provided, and who is subsequently reinstated in employment with the Company is
eligible for the remainder of their original layoff allowance entitlement if
place on layoff again within one (1) year of reinstatement. If placed on layoff
after one (1) year of reinstatement, paragraph (5) will apply.

9.06 RECALL

For purposes of reinstatement all laid off employees shall be recalled in order
of seniority to the highest classification in which they have established
seniority, or to any equal or lower classification provided they have the
ability, skill and physical capabilities to do the work required.

No new employees will be hired until all such laid off employees have been
reinstated as set forth above, if capable of performing the work required.

9.07 TEMPORARY LAYOFF

A temporary layoff is any layoff of five (5) working days or less. When it is
necessary to have a temporary layoff, employees without seniority in the
occupation who normally perform the job which is being shut down, will be laid
off temporarily without regard to other established seniority. If additional
employees must be laid off, the least senior employees who normally perform the
job which is being shut down will be laid off temporarily without regard to
other established seniority; provided that within the thirty-five (35) day
period immediately preceding the date of such temporary layoff the employee
affected shall not have had more than five (5) working days' (40) hours lost
time resulting from temporary layoffs. The said five (5) working days shall be
computed from days falling within the employees' normal work schedule.

In the event that work is available in other areas within the plant on the
employee's own shift, the Company will continue the practice of giving those
employees affected by temporary layoff an opportunity to be assigned to those
areas provided the employee has the skill, ability, physical capability and
required certification to perform such work. Such assignment will be discussed
with the appropriate union representative.

9.08 SENIORITY OF UNION REPRESENTATIVES

As long as there is work available which they are capable of performing,
Department Stewards shall hold seniority over all employees in their respective
jurisdiction and shift; and Chief Stewards shall hold seniority over all
employees in their zones of jurisdiction.

This Paragraph shall apply only in case of layoff and shall not apply to the
upgrading provisions of this Agreement. Local Union officers authorized to
participate in the administration of this agreement in addition to their
established seniority shall hold seniority over all employees and occupations in
the same or lower labor grades.

9.09 SHIFT PREFERENCE

Preference for assignment to a designated shift within a classification shall be
given to employees with the greatest seniority in that classification. It will
be the responsibility of each individual employee to indicate the shift of
his/her preference from among those listed by the Company on the preference box
prior to 4:00 p.m. on the last Wednesday of March and September. Shift
preference requests on file prior to 4:00 p.m. that Wednesday shall be honored
in accordance with seniority in April and October. Those employees with greater
seniority may exercise shift preference to "bump" employees with less seniority
in the same occupational classification. In case vacancies occur on any shift at
other than the aforementioned dates, following the application of 9.10,
employees with shift preference on file will fill the vacancies.

If a shift is eliminated, senior employees on the shift affected shall have the
right to exercise their seniority on remaining shifts.

A Just In Case card will be made available for employees to indicate a primary
and secondary shift option. Cards on file prior to 4:00 p.m. on the last
Wednesday in March and September will be considered in accordance with seniority
in the event an employee is "bumped" from his/her shift by a more senior
employee. This move will not be charged as a shift preference.

In October 1996, employees will receive one (1) shift preference and may have a
maximum of two (2) shift preferences if one had been carried over from April
1996. In Calendar Year 1997, employees will receive one (1) shift preference
(April or October) unless one was carried over from 1996; in which case the
employee would be afforded a maximum of two shift preferences. In Calendar Year
1998, employees will receive one (1) shift preference (April or October) unless
one was carried over from 1997; in which case the employee would be afforded a
maximum of two shift preferences. In Calendar Year 1999, employees will receive
one (1) shift preference (April or October) unless one was carried over from
1998; in which case the employee would be afforded a maximum of two shift
preferences.

Shift preference cards honored to fill vacancies caused by a layoff will not be
charged as a shift preference unless layoffs occur at the same time as the April
or October shift preference.

9.10 PLANTWIDE BID

Vacancies declared by the Company as a result of a termination, death,
retirement, addition in headcount within an existing area, or long term
disability will be posted for Plantwide bid for seven (7) calendar days. The
posting will specify the classification, shift, normal performing task(s) and
areas.

Areas are defined as: Plant Maintenance, Line Maintenance, Laborer Cleaner,
Photo, Diffusion, Thin Film, Etch, Implant, Probe, Calibration Lab,
Manufacturing Support, and Manufacturing Maintenance Support. Employees on
active status with seniority may submit a bid on a form provided for that
purpose.

In labor grades 1-5, bids will be awarded to the senior eligible bidder who
meets the physical capacity requirements. Bids for classifications in Labor
grade 6 and above will be awarded on the basis of qualifications and seniority .
In evaluating the qualifications of bidders, skill and ability tests may be
administered. All factors being relatively equal, selection will be made by
seniority.

Application shall be made on the bid form no later than 4:00 p.m. on the seventh
calendar day of posting. The employee awarded the bid will be transferred no
later than the second Monday following the date of the employee's acceptance of
the bid.

Employees may be awarded a Plantwide bid once in a rolling 12 month period. An
employee awarded a bid will not be charged a shift preference.

Through this process, an employee awarded a bid will be assigned to the normal
performing task(s) of the employee being replaced/and will be given a trial
period of up to 60 calendar days. Upon successful completion of the trial
period, the employee will not be moved from bid job unless seniority warrants
(labor load) for a minimum of 12 months. If the bidder is disqualified during
the trial period, he/she will be returned to his/her former classification and
shift provided he/she has seniority. A disqualified employee may not submit a
bid for the same area for 12 months from the date he/she is disqualified.

The original declared vacancy will be filled by the Plantwide bidding procedure.
These provisions do not supersede the rights of employees under paragraph 9.03.
Vacancies other than those posted for Plantwide bidding will be filled in the
following order: shift preference, upgrade, hardship transfers, new hires.

AREAS ARE DEFINED AS:

1. Plant Maintenance
Electrician
Mechanic
Plant Service Mechanic
Tool & Die Maker

2. Line Maintenance
Equipment Specialist
MMP's

3. Photo }
4. Diffusion }
5. Thin Film } Manufacturing Operator
6. Etch }
7. Implant }
8. Probe
Manufacturing Operator & Electronic
Equipment Maintenance
9. Calibration Lab
Electronic Equipment Maintenance
10. Manufacturing Support
Machine Attendant & Material Prep
11. Manufacturing Maintenance Support
Tool Crib & Material Handler
12. Laborer Cleaner

9.11 SENIORITY LISTS

Every six (6) months, the Company shall make available to representatives of the
Union a seniority list, and shall post on the Plant bulletin boards a notice to
all employees affected thereby that such list is available. Any employee may
contest the accuracy of his/her seniority status, and if error is established,
correction will be made.

9.12 UPGRADING

To the extent practicable, the Company will give first consideration for
upgrading to employees on active payroll when they meet the necessary
qualifications. In upgrading employees to higher rated occupational
classifications, the Company will consider seniority as an important factor.
Upgrade opportunities will be posted for seven (7) calendar days and the
employee awarded the upgrade will be transferred no later than the second Monday
following the employee's acceptance of the Company's offer of upgrade unless
otherwise mutually agreed. Employees with seniority who have requested upgrading

will be selected on the basis of ability, skill, experience, physical
capabilities and seniority. These factors being relatively equal, selection will
be made by seniority. The Company will consider for upgrade, employees with less
than ninety (90) calendar days service, prior to hiring from the outside. In
determining the qualifications of employees to be upgraded, skill and ability
tests may be given to verify such qualifications.

The Union agrees to recognize such test results as factors in such
determination. Any employee who is refused upgrading because of failure to meet
the standards required on the tests established by the Company, may request to
be retested no sooner than six (6) months after the date they were last tested.
However, once an employee fails to meet the standards twice on the test for the
same occupation, the employee may not be retested for that occupation, unless
the employee has shown suitable evidence that they have obtained additional
training which could qualify them for the occupation involved.

9.13 SENIORITY PRIVILEGES, FOR EMPLOYEES WHO ARE TRANSFERRED OUT OF THE
BARGAINING UNIT

When an employee has established seniority privileges in an
occupational classification within the Bargaining Unit and is or has been
thereafter transferred or promoted to another position which is not within the
Bargaining Unit, in the event such employee is again restored to a position
within the Bargaining Unit only after all employees who are on layoff from that
occupational classification are recalled, will then be considered a new hire and
establish seniority as of the date they are returned to the Bargaining Unit.

9.14 HARDSHIP TRANSFERS

In the event an employee with seniority has a verifiable medical hardship or
other unusual circumstance, the Company will consider the employee's request for
a transfer to a vacancy. Such requests will be honored prior to filing the
position with an outside hire.

ARTICLE X
LEAVES OF ABSENCE

10.01 APPLICATION FOR LEAVES OF ABSENCE

Except for Military Service, no application for a leave of absence will be
considered unless it is applied for in writing and on forms to be provided and
made available by the Company for that purpose.

10.02 TEMPORARY ABSENCE FOR DISABLING ILLNESS, INJURY OR PREGNANCY RELATED
DISABILITY

An employee having thirty (30) days or more of continuous service
credit with the company and who shall be found and certified by the plant
physician to be unable to perform regularly assigned duties with the Company
because of illness, injury or pregnancy related disability, shall receive leave
of absence without pay, but with service credit and seniority accumulating while
such condition continues. If the disability continues beyond six (6) months, the
employee shall receive an additional leave of absence not to exceed an
additional six (6) months, without pay, with service credit and seniority
accumulating. If the disability continues beyond one (1) year, the employee
shall receive additional leaves of absence, without pay, not to exceed six (6)

months in the case of any leave of absence, or a total of twelve (12) months,
with service credit and seniority accumulating, and at the end of a total period
of two (2) years, if the employee has not returned to work, the employee"
service credit and seniority will be broken and terminated. An employee absent
under such condition shall inform the Human Resource Department immediately upon
such occurrence and thereafter keep the Human Resource Department informed
monthly, in writing, stating the best estimate of the time when such employee
will be able to resume the usual duties. Upon approval and certification by the
plant physician that such employee has sufficiently recovered and is physically
qualified to return to work and perform the usual duties, the employee will be
restored to employment if under normal conditions the employee would have been
continued in employment by the Company, except for such sickness or disability.
Upon a finding by the plant physician that such employee's physical conditions
will enable the employee to return to work, refusal promptly to resume such
work, if available, will terminate the employee's service credit and seniority.
The Company may at any reasonable time or times require the employee to furnish
a physician's statement certifying to the condition. For the purpose of
determining the condition and the likely duration of such sickness or
disability, a Company selected nurse may interview or a Company selected
physician may interview or examine such employee.

10.03 LEAVES OF ABSENCE FOR UNION ACTIVITY

Any member of the Union with at least six (6) months of continuous service
credit, shall, on written request of the Union, be granted a leave of absence
for Union activity for a one (1) year period. Extensions of one year duration
shall be requested and granted on written request of the Union prior to the
termination of such leave. Continuity of service and full seniority privileges
shall be retained and accumulated during such leaves of absence.

Employees who are on said leave of absence for union business will be eligible
to continue life insurance in the amount in effect at the beginning of the leave
of absence. Said employees will also be eligible to continue their Long Term
Disability (LTD) insurance in accordance with the amount in effect at the
beginning of the leave of absence. Life and LTD insurances may increased on the
effective date of any subsequent increase to the base wage for the employee's
occupational classification. If the employee declines any increase and later
elects to increase his or her insurance, evidence of insurability will be
required. LTD and Supplemental Life insurances may be continued by remitting the
applicable premium in advance.

When the Union activity for which such leaves of absence are granted shall
cease, the Union shall immediately notify the Company in writing, and if
application is made within ten (10) days thereafter, such Union member will be
given reinstatement in the former position, if same still exists, or a
comparable position, in accordance with seniority privileges and at the
applicable wage rate at the time of return. On written request of the Union,
employees shall be entitled to a leave of absence, without pay, to attend
Official Regional Conventions of the AFL-CIO or International Conventions of the
Union. The number of employees to be granted such leaves of absence shall be
discussed between the Company and the Union.

10.04 MILITARY LEAVE OF ABSENCE

A military leave of absence and the relevant terms and conditions will be
governed by the Uniformed Services Employment and Re-employment Rights Act.

10.05 AMOUNT OF MILITARY PAY

The Company will pay to an employee who has acquired six (6) months or more
continuous service, who is on leave for Military Service, for one month only,
military allowance equal to the difference between regular monthly earnings
during the last month's employment by the Company and the base rate of
compensation for the first month's military service if the first month's
military earnings are less than the last month's Xxxxxx earnings.

METHOD OF COMPUTING: Regular monthly earnings for an hourly-rated employee
will represent 4-1/3 times the employee's average weekly earnings exclusive of
overtime allowances, during the four weeks prior to departure. (The multiplier
of 4-1/3 represents the number of weeks in any average month.)

10.06 PAY FOR ANNUAL ACTIVE DUTY FOR TRAINING IN THE UNIFORMED SERVICES

An employee with six (6) months or more continuous service credit who is called
for and performs mandatory training will be paid the difference between total
military pay, including allowances such as flight pay and submarine pay, for the
period served, but not to exceed fourteen (14) calendar days, and the payment
that would have been received for the straight-time hours lost from the
employee's regular work schedule, but not to exceed ten (10) work days each
year, computed at the established hourly base rate or hourly wage rate.

If called for emergency military duty, the employee will be paid the difference
between daily military pay, including allowances such as flight pay and
submarine pay, and the payment that would have been received for the
straight-time hours lost from the employee's regular work schedule, but not to
exceed five (5) work days each year, computed at the established hourly base
rate or hourly wage rate.

10.07 SHIFT ADMINISTRATORS' LEAVE OF ABSENCE

Employees with thirty (30) days of continuous service credit shall be granted a
leave of absence for death in the family, quarantine, marriage, or voluntary
service with a Government agency. Leaves of absence may also be granted to
employees with such continuous service for other miscellaneous reasons.
Application for such approved absence should be made to the Shift Administrator.
Shift Administrators are empowered to grant leaves of absences not to exceed
fourteen (14) calendar days for reasons other than medical purposes.

10.08 EMPLOYEES RETURNING FROM LEAVE

Employees returning from leaves of absence of six (6) months or less shall be
permitted to return to the shift and area in which they were working at the time
the leave was granted, provided such employee is more senior than the least
senior employee in that occupation working said shift.

10.09 BEREAVEMENT PAY

Employees with thirty (30) calendar days or more of continuous service credit,
in the event of death in their immediate families, shall be paid for three (3)
days absence during the normal work week at their straight time hourly base rate
for the number of hours in the regular shift. Such period of absence must be
completed within three (3) working days following the funeral or memorial
service. For purposes of this payment, the immediate family includes the
following relatives of the employee: Mother, Step-Mother, Father, Step-Father,
Sisters, Brothers, Grandparents, Children (including Stepchildren and if living
in employee's home, Xxxxxx Children), Husband or Wife, Mother-in-Law,
Father-in-Law, Sisters-in-Law, Brothers-in-Law, Grandparents-in-Law,
Grandchildren, Sons-in-Law and Daughters-in-Law, Step Brothers, and Step
Sisters.

10.10 JURY DUTY AND WITNESS PAY

An employee with thirty (30) calendar days or more of continuous service credit
who is called for Jury Duty or who is subpoenaed to appear in Court as a witness
will be compensated by the Company for the difference between payment received
for such compulsory Jury Duty or Court appearance and the payment that would
have been received for the straight-time hours thereby required to lose from the
employee's normal regular work schedule, computed at the established hourly base
rate or hourly wage rate. However, when subpoenaed by a party other than the
Company, the employee will not be compensated if the employee, the Company or
the Union is a party in the case, or if the employee has any direct interest or
financial interest in the case. Differential payment shall be made so long as
such Jury Duty or Court appearance continues, only upon presentation of
documentary proof of Jury Duty or Court appearance and the payment received
therefore.

Continuous service credit and duly established seniority privileges will
accumulate during such leaves.

10.11 PERSONAL/SICK PAY

A. With the approval of the appropriate shift administrator, employees may
request and be paid for each half or full day of approved absence. Such payment
will be made up to the maximum number of days in any one calendar year,
depending upon continuous service credit, set forth as follows:

B. An employee is expected to notify the employee's shift administrator in
advance of the employee's absence, whenever possible, to permit arranging for a
replacement or rescheduling the work.

C. Such payment will be made at the employee's straight-time hourly base
rate in effect at the time of the absence up to the number of hours in the
employee's regular workday. Absences will be charged against such payment
allowance in half day units. Days counted are those which fall within the
employee's normal work schedule. In case of an employee on a rotating or
continuous shift, payment will be made for time lost during the employee's
normal work schedule.

D. Reimbursement for absence will not be made for any day or days for which
weekly disability benefits are payable under the Xxxxxx Temporary Disability
Insurance Plan or under Worker's Compensation nor for which the employee
receives any type of monetary benefits from the Company. All eligible employees
must work at least one day after November 30th to receive personal/sick pay in
that calendar year.

E. Unused personal/sick pay remaining as of November 30th, up to a maximum
of thirty (30) days, may be carried forward to the following year.

F. Unused personal/sick pay remaining as of November 30, up to a maximum of
ten (10) days, may be paid in a lump sum at the request of the employee, if such
request is made prior to December 15 of the current year.

G. All unused personal/sick pay available to an employee will be paid upon
the death, retirement or indefinite layoff of such employee. In addition, unused
personal/sick pay available to an employee will be paid at the employee's option
in the event the employee observes on a regular work day a recognized holiday
not designated in Paragraph 7.01, or in the event of temporary down days or a
plant shutdown of two (2) days or more duration. In such cases the amount of pay
shall be limited to the regular work day(s) lost (excluding designated holidays)
which occur during such plant shutdown or undesignated, recognized holiday(s).

H. Beginning July 1, 1997 and thereafter, all dates marked with an asterisk
(*) will change to December 31.

ARTICLE XI
COMPLAINT AND GRIEVANCE PROCEDURE

11.01 COMPLAINTS

An employee or employees having a complaint shall have the right to verbally
present the same, directly or through the Xxxxxxx, to the shift administrator.
If the complaint is not settled by the end of the next scheduled shift and
involves a matter subject to Grievance Procedure, it may be reduced to writing
and considered a grievance subject to the grievance procedure.

11.02 DEFINITION OF GRIEVANCE

"Grievance" shall mean, and be limited to, disputes or differences between the
Company and Union, or employees so represented, with respect to the
interpretation or application of any provision of this Agreement.

11.03 PRESENTATION OF GRIEVANCES

All grievances shall be presented as soon as practicable after the occurrence
upon which the same is based, but in no event later than five (5) working days
if the same is a Dismissal Grievance, fifteen (15) working days if the same is a
Wage Grievance, and fifteen (15) working days if the same is a Grievance arising
for any other cause. The failure to submit a grievance within such periods shall
constitute a bar to further action thereon. If it is determined under the
Grievance Procedure that an adjustment in wages is appropriate, such adjustment
shall be applied retroactively to the date of first occurrence, provided that
such date is not more than thirty (30) days prior to the date upon which the
complaint was presented. Dismissal grievances may be presented at the Third Step
and the dismissed employee may be present during all such procedures.

11.04 GRIEVANCE ZONES

For the purpose of efficiently handling complaints and grievances, the various
departments of the plant shall be divided into zones as determined through
mutual agreement of the parties.

11.05 RESOLUTION OF GRIEVANCES

Unless settled or disposed of in an earlier step, all grievances shall be
processed through four (4) steps. Step 4 must be completed within fifteen (15)
working days after the matter has been referred to that step. If a grievance is
not disposed of in the first four (4) steps of the Grievance Procedure, it may
be appealed to arbitration by either party in accord with the arbitration
procedure set forth in the following paragraphs.

11.06 GRIEVANCE STEPS AND REPRESENTATIVES OF THE PARTIES THEREIN

A duly presented grievance shall be negotiated in each of the following
successive steps between the representatives of the parties specified in each
step.

Step 1. Between the immediate shift administrator and the appropriate
Xxxxxxx. The shift administrator shall give the Xxxxxxx a written reply to the
grievance within two (2) days after the meeting with the Xxxxxxx. If this reply
is unsatisfactory, the Xxxxxxx may appeal the decision to Step 2, provided such
appeal is made within two (2) days after receipt of the Supervisor's reply.

Step 2. Between the department manager and the Chief Xxxxxxx, or their
designated representatives. The Company representatives shall give his/her
written reply within two (2) days after the meeting with the Local Union
representative. If this reply is unsatisfactory, the Local Union representative
may appeal this reply to Step 3, provided the appeal is made within two (2) days
after the receipt of the Company representative's reply.

Step 3. Between the appropriate Union Grievance Committee, as defined in
Paragraph 12.06 and the Company Committee, composed of the Human Resources
Manager and/or his/her designated representatives and not to exceed five (5)
other Company representative. The aggrieved employee and/or the Xxxxxxx involved
may also be present. The Company Grievance Committee shall make a reply in
writing to the grievance not later than seven (7) days after the meeting of the
Grievance Committee. If this reply is unsatisfactory, the grievance may be
appealed to Step 4, provided such appeal is made within seven (7) days following
receipt of the Third step reply.

Step 4. Between the representatives of the executives of the Company,
representatives of the Union and their respective Grievance Committees. An
International Representative of the Union may be present at this step.

Step 5. Any grievance which has not been finally settled or disposed of in
accordance with the steps of the Grievance Procedure outlined above may be
submitted to Arbitration, within thirty-one (31) days after receipt of the
Fourth Step reply, by either Party, under the voluntary arbitration rules
provided by the American Arbitration Association, except that the Arbitrator
shall be selected as follows: The American Arbitration Association shall submit,
as soon as possible, to each of the Parties, duplicate lists of the names of
eleven (11) persons qualified to act. The Union and the Company, shall within
fifteen (15) days from the receipt of such lists have the right to strike five
(5) of the names from their respective lists and shall indicate the order of
preference for the names remaining on such lists. These lists shall be returned
to the Association which shall, thereupon, select the Arbitrator from the name
or names remaining.

For the purpose of the Grievance Procedure, Saturdays, Sundays, and holidays
shall not be counted in computing the due date for any decision or appeal
therefrom.

Time limits for grievance meetings at any step may be extended by mutual
agreement of both parties in writing.

11.07 COMPANY GRIEVANCE PROCEDURE

If the Company has a grievance arising under the terms of the Agreement, the
Human Resources Manager may present the grievance in writing to the President of
the Local Union. If the matter is not satisfactorily adjusted between the Human
Resources Manager and the President within five (5) working days, it shall be
referred to the Executive Committee of the Union for adjustment. If the matter
is not satisfactorily adjusted within ten (10) working days by the Executive
Committee of the Union, it may be referred to the Grievance Procedure at Step 4.

11.08 ARBITRATION

In arbitration under this Agreement, the Company and the Union agree that the
decision or award of the Arbitrator or Arbitration Board shall be final and
binding of each of the parties and that they will abide thereby, subject to such
laws, rules or regulations as may be applicable. The authority of the Arbitrator
or Arbitration Board shall be limited to determining questions, grievances, or
disputes which directly involve only the interpretation or application of the

provisions of this Agreement. The Arbitrator or Arbitration Board shall have no
authority to add to, subtract from, or to change any of the terms of this
Agreement, to change an existing wage rate or establish a new wage rate except
as provided in Paragraph 4.05.

Each party shall bear the expense of preparing and presenting its own case. The
cost of the Arbitrator's services and any other expenses incidental to the
arbitration, mutually agreed to in advance, shall be borne equally by the
parties.

ARTICLE XII
UNION ACTIVITY AND UNION REPRESENTATION

12.01 REPRESENTATION LISTS

The Union agrees to furnish the Company with complete written lists of Chief
Stewards, and Stewards and the zones or areas to which their jurisdiction in
presenting grievances of complaints is limited. The Company agrees to inform the
Union of changes in organization of the supervisory staff at the plant. It is
also agreed that the Union will furnish the Company with lists of its duly
elected officers and representatives with whom the Company is authorized to deal
in the administration of the provisions of this Agreement. The Union and the
Company agree to keep such lists correct and current at all times.

12.02 ACCESS TO PLANT

The Company agrees that the authorized Representatives of the Union shall have
admission by pass from the Company to the Departments of the Plant at any time
during scheduled working hours for the purpose of conducting Union Business
authorized by the Agreement and to verify the fact that this Agreement is being
observed by the Parties hereto.

12.03 UNION BUSINESS OR ACTIVITIES ON COMPANY TIME OR PREMISES

Except as otherwise specifically agreed, no employee shall engage in any Union
or non Company activity or business on Company time, and no employee shall
engage in such activity or business on Company premises except during
non-working hours of the employee and non-working hours of any other employee
involved.

12.04 RECOGNITION OF STEWARDS

There will be one Chief Xxxxxxx on all recognized shifts. The number of Stewards
to be recognized by the Company shall be determined by mutual agreement of the
parties. However, at no time shall the total number of such Stewards exceed the
proportion of one Xxxxxxx to each fifty employees represented in the bargaining
unit. The Chief Stewards and Stewards shall be employees of the Company and
shall be selected by the Union. No employee shall be represented by more than
one Xxxxxxx.

12.05 RECOGNITION OF PRESIDENT OF LOCAL UNION

The Company agrees to recognize the President of the Union, or, in absence, the
President's designated representative, in the performance of the duties of the
President's office to the employees in the bargaining unit. The designated

representative of the President shall be empowered to act as such only when
authorized by the President in writing.

12.06 RECOGNITION OF GRIEVANCE COMMITTEE

A Grievance Committee, consisting of not more than five (5) members, shall be
employees of the Company and shall be selected by the Local Union. Such
Committee shall assist in the administration of this Agreement by participating
in the settlement of grievances in the manner set forth in Article XI, and, in
connection therewith, shall be accompanied by the President of the Local Union
or the President's designated representative, and may be accompanied by a
representative of the International Brotherhood of Electrical Workers.

12.07 UNION DUTIES OF UNION REPRESENTATIVES

The duties and activities of the Xxxxxxx while acting as such in the Plant,
shall be limited to the handling of grievances and complaints which arise in the
zone which the Xxxxxxx represents and in accordance with the grievance
procedure. Except when they are engaged in the settlement of grievances and
complaints under the grievance procedure, all Union representatives shall
continue at their regular work in the same manner as other workers. When a Union
representative is required to leave his/her regular duties for the orderly and
expeditious handling of a grievance, complaint or other recognized Company-Union
business, the procedure outlined below will be followed:

A. The Union representative will notify his/her shift administrator
whenever he/she must leave his/her assigned job. If necessary a Union
representative shall remain on his/her regular work until a reasonable time is
afforded to provide a substitute in his/her place.

B. When Union representative leaves the area the representative will fill
out a time voucher indicating his/her name and reason for leaving.

C. When entering the area of another shift administrator's responsibility,
the Xxxxxxx will contact the shift administrator before attempting to contact
any employee.

D. When returning to their own area, the Union representative will return
his/her voucher to his/her shift administrator and return to his/her regularly
assigned duties.

12.08 PAYMENT FOR TIME SPENT HANDLING GRIEVANCES

All Union business and activity shall be on the employee's own time, except time
spent solely during the regular scheduled work day on recognized Company-Union
business and administration of Agreement by Chief Stewards, adjustment of
grievances during the complaint stage by the Xxxxxxx, and the adjustment of
grievances during Steps No. 1, 2, 3 and 4 of the Grievance Procedure by Union
representatives.

ARTICLE XIII
SAFETY, HEALTH AND INSURANCE

13.01 SAFETY AND HEALTH

The Company will continue to make all reasonable provisions for the safety and
health of its employees during hours of employment, and to provide protective
devices and other equipment necessary to protect all employees from injury. The
Union agrees to cooperate with the Company in assuring conformance to all
established safety regulations.

13.02 RETIREMENT AND INSURANCE BENEFITS

Employees covered by this Agreement shall be entitled to participate in and
shall be covered by the following Xxxxxx Corporation Employee Benefit Plans for
Employees Represented by The IBEW, AFL-CIO.

1. Retirement Plan
2. Employee Stock Purchase Plan
3. Medical Plan
4. Dental Assistance Plan
5. Survivor's Benefits Program and Dependent Life Insurance Program
6. Disability Income Plans
a. Short-Term Disability Income
b. Long-Term Disability Income

For the term of this Agreement the Company shall have the right to amend or
change the foregoing benefit plans at any time without being required to bargain
with the Union provided such changes or amendments apply uniformly to other
Xxxxxx employees. Changes to the Medical and Dental Assistance plans regarding
employee contributions, deductibles or maximum out-of-pocket expenses will be
made only during the month of August, if at all, during each year of this
Agreement. The specific benefits to be provided, the employee and Company
contribution requirements and other rights and obligations shall be defined by
the pertinent plan documents, insurance policies and/or insurance contracts.

13.03 SUPPLEMENTAL WORKERS' COMPENSATION PAYMENTS

When an employee is entitled to temporary disability payments under the
applicable Workers' Compensation Act, and the weekly payments due to the
employee under the Act are less than eighty percent (80%) of the base weekly
pay, as hereinafter defined, the Company will make a weekly payment, in addition
to that required by the Act, equal to the difference between eighty percent
(80%) of said base pay and said required disability payment. This additional
payment shall be made only during the period while the employee is entitled to
Workers' Compensation for said disability, and only while absent from work and
unable to engage in gainful employment because of said disability, not including
any period after an award has been made under the Worker's Compensation Act for
partial and permanent or total and permanent disability. Said additional
payments shall no be made in any case for a period longer than twelve (12) weeks
on account of the same disability. "Base Weekly Pay" shall mean the number of

hours per week the employee is regularly scheduled to work not exceeding forty
(40), multiplied by the employee's base hourly rate, exclusive of any
supplemental payments such as for incentive or piecework earnings, night shift
premium or overtime. The additional payment herein provided for is intended to
supplement the amount of weekly temporary disability benefits under the Workers'
Compensation Act for the period above defined while the employee is absent from
work and to apply under the same conditions as the law requires for Workers'
Compensation. These additional payments shall apply only to disabilities subject
to the Workers' Compensation Act which occur on or after the effective date of
this Agreement.

13.04 REST PERIODS

A. Rest periods of ten minutes duration in the first half of each regular
shift and in the second half of each regular shift shall be scheduled for all
direct labor production employees.

B. Except in unusual circumstances, the Company will afford a rest period
to indirect labor employees on an informal or unscheduled basis. Such rest
periods will not exceed those of direct labor employees.

C. Employees may smoke in designated areas.

D. When overtime work of at least four hours is scheduled to commence
immediately following the termination of the employee's regularly scheduled
shift, a rest period of ten (10) minutes' duration will be provided immediately
preceding the termination of such regularly scheduled shift and a ten (10)
minute rest period will be granted after working two (2) hours.

E. When overtime work of at least four hours is scheduled immediately
before the employee's regularly scheduled shift, a rest period of ten (10)
minutes' duration will be provided at the start of such regularly scheduled
shift.

F. Employees assigned to the Compressed Work Week will receive three (3)
ten minute paid rest periods and one (1) 30 minute unpaid lunch period during
each complete shift.

The Company and the Union will jointly and in goof faith cooperate in their
efforts to assure conformance to the above provision.

ARTICLE XIV
GENERAL PROVISIONS

14.01 NOTICES

Whenever notice is given under the terms of this Agreement, from either party to
the other it shall be in writing. Notice to the Company shall be addressed to
the Human Resources Manager, Xxxxxx Corporation, Findlay Plant, Findlay, Ohio.
Notice to the Local Union shall be addressed to the President, who shall keep
the Company informed of his/her correct address. Employees shall keep the

Company informed of their correct address and in case of notice to such
employees, it shall be by registered or certified mail. Such notices shall be
sent to the last known address furnished to the Company by the employee and
shall be deemed to have been given as of the date receipted for, or if returned
to the Company due to the employee's having failed to keep the Company informed
of their correct address, the date such notice is returned.

14.02 RETIREMENT PLAN JOINT COMMITTEE

There shall be a joint committee consisting of two (2) members appointed by the
Company and two (2) members appointed by the Union, which shall hold monthly
meetings and shall be authorized to confer and make recommendations with respect
to questions of fact relating to age, service and eligibility under the
Retirement Plan.

14.03 PRESENTATION OF AGREEMENT TO EMPLOYEES

The Company shall supply all present and new employees with a copy of this
Agreement.

14.04 INTRODUCTION OF NEW OR TRANSFERRED EMPLOYEES

Shift administrators shall introduce new or transferred employees to the
appropriate Xxxxxxx for the Section or Department in which such employee will
work within three (3) work days.

14.05 WORK ASSIGNMENTS

Employees who are excluded from the jurisdiction of the Bargaining Unit shall
not be assigned to, not perform work of a nature normally performed by employees
included in the Bargaining Unit.

In the event it becomes necessary to bring in service representatives,
appropriate bargaining unit employees will always be offered the opportunity to
work with these representatives for training.

A joint Company/Union committee will be established with appropriate
representation from skilled trades and management personnel and shall be
facilitated by a Chief Xxxxxxx and Human Resources, or their designated
representation.

The object of this committee is:

1. Determine when it is appropriate to use subcontractors versus in-house
personnel, recognizing cost, timing and impact to on time-delivery as factors.

2. Identify skills required to minimize subcontractors use and recommend
appropriate certification or training.

3. Review parts inventory as well as determine feasibility of
purchase/rental of "special tools" as they relate to work performed in the
plant.

4. The Company will provide this committee a schedule of required
facilities project(s) to be reviewed.

5. The committee will provide in advance to the Union and Company written
notice as to incoming subcontractors and the jobs they will perform.

The Union President and Plant Manager have the responsibility to see that this
committee meets these objectives. The plant manager has the limited right to
overrule the committee in critical on-time-deliver situations.

Every effort will be made to use union subcontractors whenever possible,
recognizing that plant emergencies or other timing issues may inhibit or
preclude their use.

The Union may, if it believes the Company did not give reasonable consideration
of employees in the Bargaining Unit, grieve these matters through the normal
procedures as described in 11.06 and 11.08 of this Agreement.

14.06 TIME STUDY RATES

Time study rates, which term includes production standards (i.e., time study
rates expressed in pieces per hour), shall be established by the Company by such
means as time study, motion study, or other established means of determining
operator performance. Production standards will be established by the Company on
the basis of fairness and equity consistent with quality and reasonable working
capacity of average experience operators. Failure to meet production standards
shall subject an employee to disciplinary action or discharge. Time study
standard rates shall not be changed except to correct obvious errors, or unless
there is a change in method, process, parts or equipment used in performing the
operation. An employee shall have the right to request a re-study of his/her
operation if the employee feels it has been unfairly set. The Company will
notify the Union of any new or revised time study rates.

14.07 BULLETIN BOARDS

The Company agrees to provide a suitable number of bulletin boards for posting
of Union publicity. Material posted shall be limited to notices of Local Union
meetings, Local Union newspaper items and Union recreation and social
activities. It is agreed that only notices approved by the Company shall be
posted. Approval of such posting shall not be unreasonably withheld. It is
further agreed that there shall be no other general distribution of literature
in working areas during working time or posting by employees of any other
literature upon Company property without prior approval by the Company.

14.08 ADDITION AND SEPARATION LISTS

The Company will furnish weekly to the Union lists of represented hourly
employees who have been recalled, transferred, terminated, granted leaves of
absence or extensions thereof, or reinstated from leave of absence, and all
hourly employees hired or rehired by the Company.

14.09 LUNCH PERIODS

A lunch period will be established approximately at the mid-point of each shift
and reasonable notice shall be given of any change in a lunch period. All
employees shall be afforded opportunity to use facilities substantially equal to
those of the cafeteria during lunch periods.

14.10 NOTIFICATION OF DISCHARGE

The Company will notify the employee's xxxxxxx in all cases of discipline or
discharge prior to such action. If the employee's xxxxxxx is unavailable, the
Chief Xxxxxxx will be contacted.

14.11 CLEARANCE OF DISCIPLINARY RECORDS

Unless otherwise mutually agreed, records of discipline related to unacceptable
attendance records will not be used in the grievance procedure after one (1)
year and all other records of discipline will not be used in the grievance
procedure after six (6) months if there are not further infractions.

14.12 CHANGE OF ADDRESS OR NAME

Employees must notify the Employment and Records office of any change in name or
address or telephone number. Failure to so notify the Company shall relieve the
Company from and obligation under other paragraphs of the Agreement requiring
notice to the employee by telephone or writing.

14.13 RATIFICATION OF AGREEMENT

This Agreement has been ratified by the Union in accordance with its
constitution and bylaws thereof.

14.14 EFFECT OF LAW

In the event that now or hereafter there is any State or Federal law or any
directive, order, rule or regulation made pursuant thereto, which is mandatory
and in conflict with any provision or provisions of any agreement between the
parties, the same shall supersede such provision or provisions, and thereafter
shall govern and control the relations and conduct of the parties so long as
such law, directive, order, rule or regulation shall remain in force and effect.
In the event that this or and other agreements existing between the parties
hereto, now or hereafter require the approval of any Government authority before
becoming effective, the same will and shall be subject to such approval. Nothing
in this Agreement shall preclude the employer from taking actions it reasonably
believes are necessary to comply with its obligations under the Americans with
Disabilities Act, including but not limited to providing reasonable
accommodation to applicants and employees with a disability, and maintaining the
confidentiality of medical information.

14.15 WAIVER

The parties acknowledge that during the negotiations which resulted in this
Agreement, each had the unlimited right and opportunity to make demands and
proposals with respect to any subject or matter not removed by law from the area
of collective bargaining, and that the understandings and agreements arrived at
by the parties after the exercise of that right and opportunity are set forth in
this Agreement. Therefore, the parties, for the life of this Agreement,
voluntarily and unqualifiedly waive the right, and each agrees that the other
shall not be obligated to bargain collectively with respect to any subject or
matter referred to, or covered in this Agreement. Further, the parties, for the
life of this Agreement, voluntarily and unqualifiedly waive the right, and each
agrees that the other shall not be obligated to bargain collectively with
respect to any subject or matter not specifically referred to or covered in this
Agreement, event though such subject or matter may not have been within the
knowledge or contemplation of any of the parties at the time this Agreement was
negotiated or signed.

14.16 RULES FOR MAKING MODIFICATION IN MID-TERM

After this Agreement has been signed no provision may be altered or modified
during the life of the Agreement except by mutual consent in writing between the
Union and the Company, and only at a conference called for such purpose by the
parties and ratified by their respective organizations.

14.17 ADMINISTRATIVE LETTERS

All letters of Agreement concerning the interpretation or the application of any
provision of this Agreement must be finally approved by the International Office
of the Union and by the Director, Human Resources of the Company, or an
authorized representative, before becoming effective. All such Administrative
Letters shall be binding and fully enforceable on all parties involved provided
they do not modify, change, or amend the provisions of this Agreement.

14.18 NOTICE OF CHANGE

Either party may give written notice sixty (60) days prior to July 1, 2000 or
sixty (60) days prior to any subsequent anniversary date of this Agreement, or
any proposed change or changes of this Agreement. Whenever such a notice of
change is given, the party giving the notice shall submit its proposals in
writing to the other party prior to the end of thirty (30) days from the date of
notice. If the parties do not reach an agreement with respect to such proposals
on or before July 1, 2000, or on or before a subsequent July 1 anniversary date
of this Agreement, whichever is applicable, the first sentence of paragraph 2.02
shall not apply, but all other provisions of the Agreement shall continue in
full force and effect, except that there shall be no grievance or arbitration as
to work that may be performed for this Company during any resulting cessation of
work.

14.19 TERM AND NOTICE OF TERMINATION

This agreement shall become effective as of the date hereof, upon ratification
as herein before provided, and shall continue in full force and effect to and
including July 1, 200, and thereafter shall be automatically renewed from year
to year unless notice in writing shall be given by either party to the other of
its termination sixty (60) days prior to its expiration date of July 1, 2000, or
a subsequent applicable expiration date after automatic renewal, in which event
it shall terminate on its expiration date unless, by mutual agreement, it is
extended for a further period of time.

In WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized officers and representatives on the date first written
above.

Local Union No. 1907 International Brotherhood of Electrical Workers, AFL-CIO

By:

Xxxx Xxxxxx
Xxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxx
Xxxx Xxxxxxx

Xxxxx Xxxxxx
Xxxxx Xxxxxxxx

APPROVED:

X. X. Xxxxx
International President
IBEW, AFL-CIO

Xxxxxx Corporation

By:

Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxx Xxxxx
Xxxxx Xxxxx

APPROVED:

Xxx Xxxxx
Director, Human Resources
Xxxxxx Corporation

SHIFT SCHEDULES

START END
----- ---
3RD SHIFT 12:00 MIDNIGHT 7:45 a.m.
1st SHIFT 7:30 a.m. 4:00 p.m.
2nd SHIFT 3:45 p.m. 12:15 a.m.
A & B SHIFT 1:00 p.m. 1:00 a.m.
C & D SHIFT 1:00 a.m. 1:00 p.m.

Letters Of Agreement

Xxxx Xxxxxx
Local 1907 President
International Brotherhood of
Electrical Workers (AFL-CIO)
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxx 00000

Dear Xx. Xxxxxx,

This will confirm our understanding regarding the continued use of the Total
Quality Management process.

Both the Union and the Company agree to jointly promote and support a Total
Quality Management (TQM) process that augments and serves as a basic operational
foundation for the Findlay plant.

Both parties agree to fully utilize Employee Involvement, Total Productive
Maintenance, Statistical Process Control, Just-In-Time manufacturing process,
and other world class manufacturing methods in our daily operations. We
recognize that TQM is critical to the success of the Findlay operation and will
serve to enhance our mutual growth and viability. These concepts are not
intended to jeopardize employee job security. Additionally, the Company and
Union agree to continue the Joint Quality Systems Steering Committee (QSSC), as
well as to include appropriate Union representation on the plant Total Quality
Management Steering Committee.

The Company and the Union further agree to conduct timely joint communication
sessions to all employees regarding TQM to insure open, honest communications

and promote a growing understanding and support of TQM and its "key tools". By
empowering our employees, we will improve our ability to respond to changing
customer requirements, thereby enhancing our ability to become a world leader in
semiconductor manufacturing.

It is understood that the TQM process, its key tools are not part of the
contract body and such actions performed under TQM shall not conflict with
existing contract language.

Sincerely,
ACCEPTED AND AGREED TO THIS

First DAY OF JULY, 1996

----------------------------- -----------------------------
Xxxxxx Xxxxxxx Xxxx Xxxxxx
Xxxxxx Xxxxxxx Local 1907-President

Mr. Xxxx Xxxxxx
Local 1907 President
International Brotherhood of
Electrical Workers (AFL-CIO)
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxx 00000

Dear Xx. Xxxxxx,

CONFIRMED PREGNANCY
The following guidelines will be used for employees who provide written medical
verification that they are pregnant:

1. A volunteer in a non-fab area on the same shift will be sought. If a
volunteer is found, the two employees will switch jobs.

2. A volunteer on other sifts including the CWW will be sought. If a
volunteer if found, the two employees will switch jobs. Shift preference cards
will not be honored in this step and the pregnant employee must switch with the
volunteer.

3. The pregnant employee will fill the next available opening in a non-fab
area, CWW included. Shift preference cards will not be honored in this step and
the pregnant employee must transfer to the opening.

4. The pregnant employee will be allowed to request a predisability LOA.

5. After receipt of written verification, employee will be moved as soon as
possible, provided there is a volunteer or opening.

6. When the employee is no longer pregnant, the volunteer will be allowed
to return to their original area, if seniority permits.

PLANNED PREGNANCY
The following guidelines will be used for employees that provide written medical
verification that they are planning to become pregnant:

1. A volunteer in a non-fab area on the same shift will be sought. If a
volunteer is found, the two employees will switch jobs.

2. The employee will be transferred to the next available non-fab opening,
CWW included. Shift preference cards will be honored in this step and the
employee must transfer to the opening that remains.

3. The employee will be allowed to request a personal business LOA.

4. Any employee who is planning to become pregnant and requests to be
temporarily assigned to a non-fab area by utilizing Step 1 or Step 2 of this
procedure will be eligible to be returned to a fab area after six (6) months
unless there is written a medical verification that they are pregnant. Status of
individuals beyond this initial six (6) months period will be reviewed on a case
by case basis.

5. Those employees who are planning to become pregnant are temporarily
assigned to a non-fab area by utilizing either Step 1 or Step 2 of this "planned
pregnancy" procedure could be bumped from the non-fab area based upon their
plant seniority. At times of shift preference or reduction in force, these
employees must go where they seniority carries them.

6. After six (6) months, the employees will be returned to their original
area, on request, unless written medical verification is provided, and seniority
permits.

If there is an issue as to need to protect a specific skill or expertise, the
Company and Union will discuss to mutually resolve.

In the event changes, to include additional requirements under paragraph 14.14
and/or other `study' findings make it necessary to alter these guidelines, the
Company and the Union agree to discuss ways of mutually accommodating these
changes.

Sincerely,
ACCEPTED AND AGREED TO THIS
First DAY OF JULY, 1996

Xxxxxx Xxxxxxx Xxxx Xxxxxx
------------------------- -------------------------
Xxxxxx Xxxxxxx Local 1907-President
48

Effective: 1-27-97

Supersedes: 10-7-96

FINDLAY HOURLY WAGE RATE SCHEDULE
SEMICONDUCTOR SECTOR

LABOR GRADE OCC. OCCUPATION MINIMUM STEP I STEP II MAXIMUM
NO. TITLE

1 2000 Labor-Cleaner $11.29 $11.43 $11.56 $11.69
2 1100 Manufacturing Operator $11.34 $11.48 $11.60 $11.74
3 $11.82 $11.95 $12.10 $12.23
4 5200 Plater $12.40 $12.54 $12.67 $12.82
5 3100 Maintenance Mech. B $12.48 $12.59 $12.74 $12.90
4000 Elec. Equip. Elec. B
4200 Electrician B
3200 Maintenance Machinist B
6 3800 Maint. Support $12.58 $12.72 $12.86 $13.02
2500 Manufacturing Support
7 4100 PMI Inspector $12.71 $12.84 $12.97 $13.15
8 3400L Line Maint. Mech. A $14.07 $14.23 $14.38 $14.56
9 4300L Line Electrician A $14.31 $14.46 $14.64 $14.80
10 4400 Elec. Equip. Elect. A $14.95 $15.11 $15.29 $15.46
4500 Electro-Mech. Equip. Spec
3400P Millwright
5100 Plant Services Mech.
4300P Plant Electrician A
11 3600 Tool & Die Maker $15.72 $15.89 $16.07 $16.25
12 4600 Equipment Specialist $16.19 $16.36 $16.47 $16.71

NOTE (1) Group leaders shall be paid 15 cents a hour more than the highest
occupational rate in the group they lead

NOTE (2) Progression from minimum to maximum is in intervals of 30 days at
each step.

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