<PAGE>

                             SILICON LABORATORIES INC.
                            EMPLOYEE STOCK PURCHASE PLAN

       I.     PURPOSE OF THE PLAN

              This Employee Stock Purchase Plan is intended to promote the
interests of Silicon Laboratories Inc., a Delaware corporation, by providing
eligible employees with the opportunity to acquire a proprietary interest in the
Corporation through participation in a payroll-deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.

              Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.

       II.    ADMINISTRATION OF THE PLAN

              The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Section 423 of the Code.  Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in the Plan.

       III.   STOCK SUBJECT TO PLAN

              A.     The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market.  The maximum number of shares of Common
Stock which may be issued in the aggregate under the Plan shall not exceed
Four Hundred Thousand (400,000) shares.

              B.     The number of shares of Common Stock available for issuance
under the Plan shall automatically increase on the first trading day of each
calendar year during the term of the Plan, beginning with the 2001 calendar
year, by an amount equal to one-half percent (0.5%) of the shares of Common
Stock outstanding on the last trading day of the immediately preceding calendar
year, but in no event shall such annual increase exceed Two Hundred Fifty
Thousand (250,000) shares.

              C.     Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to the maximum number and class of securities issuable
in the aggregate under the Plan, (ii) the maximum number and class of securities
purchasable per Participant and in the aggregate on any one Purchase Date and
(iii) the number and class of securities and the price per share in effect under
each outstanding purchase right in order to prevent the dilution or enlargement
of benefits thereunder.

<PAGE>

       IV.    OFFERING PERIODS

              A.     Shares of Common Stock shall be offered for purchase under
the Plan through a series of successive offering periods until such time as (i)
the maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.

              B.     Each offering period shall be of such duration (not to
exceed twenty-four (24) months) as determined by the Plan Administrator prior to
the start date of such offering period.  However, the initial offering period
shall commence at the Effective Time and terminate on the last business day in
April 2002.  Subsequent offering periods shall commence as designated by the
Plan Administrator.

              C.     Each offering period shall be comprised of a series of one
or more successive Purchase Intervals.  Purchase Intervals shall run from the
first business day in May each year to the last business day in October of the
same year and from the first business day in November each year to the last
business day in April of the following year.  However, the first Purchase
Interval in effect under the initial offering period shall commence at the
Effective Time and terminate on the last business day in October 2000.

              D.     Should the Fair Market Value per share of Common Stock on
any Purchase Date within an offering period be less than the Fair Market Value
per share of Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the purchase of
shares of Common Stock on such Purchase Date, and a new offering period shall
commence on the next business day following such Purchase Date.  The new
offering period shall have a duration of twenty (24) months, unless a shorter
duration is established by the Plan Administrator within five (5) business days
following the start date of that offering period.

       V.     ELIGIBILITY

              A.     Each individual who is an Eligible Employee on the start
date of an offering period under the Plan may enter that offering period on such
start date or on any subsequent Semi-Annual Entry Date within that offering
period, provided he or she remains an Eligible Employee.

              B.     Each individual who first becomes an Eligible Employee
after the start date of an offering period may enter that offering period on any
subsequent Semi-Annual Entry Date within that offering period on which he or she
is an Eligible Employee.

              C.     The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.

              D.     To participate in the Plan for a particular offering
period, the Eligible Employee must complete the enrollment forms prescribed by
the Plan Administrator (including a stock purchase agreement and a payroll
deduction authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.


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<PAGE>

       VI.    PAYROLL DEDUCTIONS

              A.     The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock during an offering period may be
any multiple of one percent (1%) of the Base Salary paid to the Participant
during each Purchase Interval within that offering period, up to a maximum of
fifteen percent (15%).  The deduction rate so authorized shall continue in
effect throughout the offering period, except to the extent such rate is changed
in accordance with the following guidelines:

                     (i)    The Participant may, at any time during the
       offering period, reduce his or her rate of payroll deduction to
       become effective as soon as possible after filing the appropriate
       form with the Plan Administrator.  The Participant may not,
       however, effect more than one (1) such reduction per Purchase
       Interval.

                     (ii)   The Participant may, prior to the
       commencement of any new Purchase Interval within the offering
       period, increase the rate of his or her payroll deduction by
       filing the appropriate form with the Plan Administrator.  The new
       rate (which may not exceed the fifteen percent (15%) maximum)
       shall become effective on the start date of the first Purchase
       Interval following the filing of such form.

              B.     Payroll deductions shall begin on the first pay day
following the Participant's Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of that offering period.  The
amounts so collected shall be credited to the Participant's book account under
the Plan, but no interest shall be paid on the balance from time to time
outstanding in such account.  The amounts collected from the Participant shall
not be required to be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.

              C.     Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.

              D.     The Participant's acquisition of Common Stock under the
Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date, whether within the
same or a different offering period.

       VII.   PURCHASE RIGHTS

              A.     GRANT OF PURCHASE RIGHT.  A Participant shall be granted a
separate purchase right for each offering period in which he or she
participates.  The purchase right shall be granted on the Participant's Entry
Date into the offering period and shall provide the Participant with the right
to purchase shares of Common Stock, in a series of successive installments over
the remainder of such offering period, upon the terms set forth below.  The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan Administrator
may deem advisable.


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<PAGE>

              Under no circumstances shall purchase rights be granted under the
Plan to any Eligible Employee if such individual would, immediately after the
grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any Corporate Affiliate.

              B.     EXERCISE OF THE PURCHASE RIGHT.  Each purchase right shall
be automatically exercised in installments on each successive Purchase Date
within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant (other than Participants whose payroll
deductions have previously been refunded pursuant to the Termination of Purchase
Right provisions below) on each such Purchase Date.  The purchase shall be
effected by applying the Participant's payroll deductions for the Purchase
Interval ending on such Purchase Date to the purchase of whole shares of Common
Stock at the purchase price in effect for the Participant for that Purchase
Date.

              C.     PURCHASE PRICE.  The purchase price per share at which
Common Stock will be purchased on the Participant's behalf on each Purchase Date
within the offering period shall be equal to eighty-five percent (85%) of the
LOWER of (i) the Fair Market Value per share of Common Stock on the
Participant's Entry Date into that offering period or (ii) the Fair Market Value
per share of Common Stock on that Purchase Date.

              D.     NUMBER OF PURCHASABLE SHARES.  The number of shares of
Common Stock purchasable by a Participant on each Purchase Date during the
offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Purchase Interval ending with that Purchase Date by the purchase price in effect
for the Participant for that Purchase Date.  However, the maximum number of
shares of Common Stock purchasable per Participant on any one Purchase Date
shall not exceed Two Hundred (200) shares, subject to periodic adjustments in
the event of certain changes in the Corporation's capitalization.  In addition,
the maximum number of shares of Common Stock purchasable in the aggregate by all
Participants on any one Purchase Date under the Plan and the International Plan
shall not exceed Fifty Thousand (50,000) shares (or such other number designated
by the Plan Administrator), subject to periodic adjustments in the event of
certain changes in the corporation's capitalization.

              E.     EXCESS PAYROLL DEDUCTIONS.  Any payroll deductions not
applied to the  purchase of shares of Common Stock on any Purchase Date because
they are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date.  However, any
payroll deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable on the Purchase Date
shall be promptly refunded.

              F.     TERMINATION OF PURCHASE RIGHT.  The following provisions
shall govern the termination of outstanding purchase rights:

                     (i)    A Participant may, at any time prior to the
       next scheduled Purchase Date in the offering period, terminate his
       or her outstanding purchase right by filing the appropriate form
       with the Plan Administrator (or its designate),


                                       4
<PAGE>

       and no further payroll deductions shall be collected from the
       Participant with respect to the terminated purchase right.  Any
       payroll deductions collected during the Purchase Interval in which
       such termination occurs shall, at the Participant's election, be
       immediately refunded or held for the purchase of shares on the next
       Purchase Date.  If no such election is made at the time such purchase
       right is terminated, then the payroll deductions collected with
       respect to the terminated right shall be refunded as soon as possible.

                     (ii)   The termination of such purchase right shall
       be irrevocable, and the Participant may not subsequently rejoin
       the offering period for which the terminated purchase right was
       granted.  In order to resume participation in any subsequent
       offering period, such individual must re-enroll in the Plan (by
       making a timely filing of the prescribed enrollment forms) on or
       before his or her scheduled Entry Date into that offering period.

                     (iii)  Should the Participant cease to remain an
       Eligible Employee for any reason (including death, disability or
       change in status) while his or her purchase right remains
       outstanding, then that purchase right shall immediately terminate,
       and all of the Participant's payroll deductions for the Purchase
       Interval in which the purchase right so terminates shall be
       immediately refunded.  However, should the Participant cease to
       remain in active service by reason of an approved unpaid leave of
       absence, then the Participant shall have the right, exercisable up
       until the last business day of the Purchase Interval in which such
       leave commences, to (a) withdraw all the payroll deductions
       collected to date on his or her behalf for that Purchase Interval
       or (b) have such funds held for the purchase of shares on his or
       her behalf on the next scheduled Purchase Date.  In no event,
       however, shall any further payroll deductions be collected on the
       Participant's behalf during such leave.  Upon the Participant's
       return to active service (i) within ninety (90) days following the
       commencement of such leave or, (ii) prior to the expiration of any
       longer period for which such Participant's right to reemployment
       with the Corporation is guaranteed by either statute or contract,
       his or her payroll deductions under the Plan shall automatically
       resume at the rate in effect at the time the leave began.
       However, should the Participant's leave of absence exceed ninety
       (90) days and his or her re-employment rights not be guaranteed by
       either statute or contract, then the Participant's status as an
       Eligible Employee will be deemed to terminate on the ninety-first
       (91st) day of that leave, and such Participant's purchase right
       for the offering period in which that leave began shall thereupon
       terminate.  An individual who returns to active employment
       following such a leave shall be treated as a new Employee for
       purposes of the Plan and must, in order to resume participation in
       the Plan, re-enroll in the Plan (by making a timely filing of the
       prescribed enrollment forms) on or before his or her scheduled
       Entry Date into the offering period.

              G.     CHANGE OF CONTROL.  Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Change of Control, by applying the payroll deductions of each Participant for
the Purchase Interval in which such Change of Control occurs to the purchase of
whole shares of Common Stock at a purchase price per share equal to


                                       5
<PAGE>

eighty-five percent (85%) of the LOWER of (i) the Fair Market Value per share
of Common Stock on the Participant's Entry Date into the offering period in
which such Change of Control occurs or (ii) the Fair Market Value per share
of Common Stock immediately prior to the effective date of such Change of
Control.  However, the applicable limitation on the number of shares of
Common Stock purchasable by all Participants in the aggregate shall not apply
to any such purchase.

              The Corporation shall use its best efforts to provide at least ten
(10)-days prior written notice of the occurrence of any Change of Control, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Change of Control.

              H.     PRORATION OF PURCHASE RIGHTS.  Should the total number of
shares of Common Stock to be purchased pursuant to outstanding purchase rights
on any particular date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.

              I.     ASSIGNABILITY.  The purchase right shall be exercisable
only by the Participant and shall not be assignable or transferable by the
Participant.

              J.     STOCKHOLDER RIGHTS.  A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are purchased on the Participant's behalf in
accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.

       VIII.  ACCRUAL LIMITATIONS

              A.     No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans (within
the meaning of Code Section 423) of the Corporation or any Corporate Affiliate,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value per share on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.

              B.     For purposes of applying such accrual limitations to the
purchase rights granted under the Plan, the following provisions shall be in
effect:

                     (i)    The right to acquire Common Stock under each
       outstanding purchase right shall accrue in a series of
       installments on each successive Purchase Date during the offering
       period on which such right remains outstanding.

                     (ii)   No right to acquire Common Stock under any
       outstanding purchase right shall accrue to the extent the
       Participant has already accrued in the


                                       6
<PAGE>

       same calendar year the right to acquire Common Stock under one (1) or
       more other purchase rights at a rate equal to Twenty-Five Thousand
       Dollars ($25,000) worth of Common Stock (determined on the basis of the
       Fair Market Value per share on the date or dates of grant) for each
       calendar year such rights were at any time outstanding.

              C.     If by reason of such accrual limitations, any purchase
right of a Participant does not accrue for a particular Purchase Interval, then
the payroll deductions which the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.

              D.     In the event there is any conflict between the provisions
of this Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.

       IX.    EFFECTIVE DATE AND TERM OF THE PLAN

              A.     The Plan was adopted by the Board on January 5, 2000 and
shall become effective at the Effective Time, PROVIDED no purchase rights
granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until (i) the Plan shall have been approved by the
stockholders of the Corporation and (ii) the Corporation shall have complied
with all applicable requirements of the 1933 Act (including the registration of
the shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation.  In the event such
stockholder approval is not obtained, or such compliance is not effected, within
twelve (12) months after the date on which the Plan is adopted by the Board, the
Plan shall terminate and have no further force or effect, and all sums collected
from Participants during the initial offering period hereunder shall be
refunded.

              B.     Unless sooner terminated by the Board, the Plan shall
terminate upon the EARLIEST of (i) the last business day in April 2010, (ii) the
date on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Corporate
Transaction.  No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.

       X.     AMENDMENT/TERMINATION OF THE PLAN

              A.     The Board may alter, amend, suspend or terminate the Plan
at any time to become effective immediately following the close of any Purchase
Interval.  However, the Plan may be amended or terminated immediately upon Board
action, if and to the extent necessary to assure that the Corporation will not
recognize, for financial reporting purposes, any compensation expense in
connection with the shares of Common Stock offered for purchase under the Plan,
should the financial accounting rules applicable to the Plan at the Effective
Time


                                       7
<PAGE>

be subsequently revised so as to require the recognition of compensation
expense in the absence of such amendment or termination.

              B.     In no event may the Board effect any of the following
amendments or revisions to the Plan without the approval of the Corporation's
stockholders: (i) increase the number of shares of Common Stock issuable under
the Plan, except for permissible adjustments in the event of certain changes in
the Corporation's capitalization, (ii) alter the purchase price formula so as to
reduce the purchase price payable for the shares of Common Stock purchasable
under the Plan or (iii) modify eligibility requirements for participation in the
Plan.

       XI.    GENERAL PROVISIONS

              A.     Nothing in the Plan shall confer upon the Participant any
right to continue in the employ of the Corporation or any Corporate Affiliate
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such person's employment at any time for any reason, with or
without cause.

              B.     All costs and expenses incurred in the administration of
the Plan shall be paid by the Corporation; however, each Plan Participant shall
bear all costs and expenses incurred by such individual in the sale or other
disposition of any shares purchased under the Plan.

              C.     The provisions of the Plan shall be governed by the laws of
the State of Texas without regard to that State's conflict-of-laws rules.


                                       8
<PAGE>



                                     SCHEDULE A

                           CORPORATIONS PARTICIPATING IN
                            EMPLOYEE STOCK PURCHASE PLAN
                              AS OF THE EFFECTIVE TIME

                             Silicon Laboratories Inc.



<PAGE>

                                      APPENDIX


              The following definitions shall be in effect under the Plan:

              A.     BASE SALARY shall mean the regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan and shall
be calculated before deduction of (i) any income or employment tax withholdings
or (ii) any contributions made by the Participant to any Code Section 401(k)
salary deferral plan or any Code Section 125 cafeteria benefit program now or
hereafter established by the Corporation or any Corporate Affiliate.  Base
Salary shall NOT include (i) any overtime payments, bonuses, commissions,
profit-sharing distributions or other incentive-type payments or (ii) any
contributions made by the Corporation or any Corporate Affiliate on the
Participant's behalf to any employee benefit or welfare plan now or hereafter
established (other than Code Section 401(k) or Code Section 125 contributions
deducted from such Base Salary).

              B.     BOARD shall mean the Corporation's Board of Directors.

              C.     CHANGE OF CONTROL shall mean a change of ownership of the
Corporation pursuant to any of the following transactions:

                     (i)    a merger or consolidation in which securities
       possessing more than fifty percent (50%) of the total combined
       voting power of the Corporation's outstanding securities are
       transferred to a person or persons different from the persons
       holding those securities immediately prior to such transaction, or

                     (ii)   the sale, transfer or other disposition of
       all or substantially all of the assets of the Corporation in
       complete liquidation or dissolution of the Corporation, or

                     (iii)  the acquisition, directly or indirectly, by a
       person or related group of persons (other than the Corporation or
       a person that directly or indirectly controls, is controlled by or
       is under common control with the Corporation) of beneficial
       ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
       securities possessing more than fifty percent (50%) of the total
       combined voting power of the Corporation's outstanding securities
       pursuant to a tender or exchange offer made directly to the
       Corporation's stockholders.

              D.     CODE shall mean the Internal Revenue Code of 1986, as
amended.

              E.     COMMON STOCK shall mean the Corporation's common stock.

              F.     CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation (as determined in accordance with Code Section
424), whether now existing or subsequently established.


                                     A-1
<PAGE>

              G.     CORPORATION shall mean Silicon Laboratories Inc., a
Delaware corporation, and any corporate successor to all or substantially all of
the assets or voting stock of Silicon Laboratories Inc. which shall by
appropriate action adopt the Plan.

              H.     EFFECTIVE TIME shall mean the time at which the
Underwriting Agreement is executed. Any Corporate Affiliate which becomes a
Participating Corporation after such Effective Time shall designate a subsequent
Effective Time with respect to its employee-Participants.

              I.     ELIGIBLE EMPLOYEE shall mean any person who is employed by
a Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20) hours of service per week for more than
five (5) months per calendar year for earnings considered wages under Code
Section 3401(a).

              J.     ENTRY DATE shall mean the date an Eligible Employee first
commences participation in the offering period in effect under the Plan.  The
earliest Entry Date under the Plan shall be the Effective Time.

              K.     FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:

                     (i)    If the Common Stock is at the time traded on
       the Nasdaq National Market, then the Fair Market Value shall be
       the closing selling price per share of Common Stock on the date in
       question, as such price is reported by the National Association of
       Securities Dealers on the Nasdaq National Market or any successor
       system.  If there is no closing selling price for the Common Stock
       on the date in question, then the Fair Market Value shall be the
       closing selling price on the last preceding date for which such
       quotation exists.

                     (ii)   If the Common Stock is at the time listed on
       any Stock  Exchange, then the Fair Market Value shall be the
       closing selling price per share of Common Stock on the date in
       question on the Stock Exchange determined by the Plan
       Administrator to be the primary market for the Common Stock, as
       such price is officially quoted in the composite tape of
       transactions on such exchange.  If there is no closing selling
       price for the Common Stock on the date in question, then the Fair
       Market Value shall be the closing selling price  on the last
       preceding date for which such quotation exists.

                     (iii)  For purposes of the initial offering period
       which begins at the Effective Time, the Fair Market Value shall be
       deemed to be equal to the price per share at which the Common
       Stock is sold in the initial public offering pursuant to the
       Underwriting Agreement.

              L.     1933 ACT shall mean the Securities Act of 1933, as amended.

              M.     PARTICIPANT shall mean any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.


                                     A-2
<PAGE>

              N.     PARTICIPATING CORPORATION shall mean the Corporation and
such Corporate Affiliate or Affiliates as may be authorized from time to time by
the Board to extend the benefits of the Plan to their Eligible Employees.  The
Participating Corporations in the Plan are listed in attached Schedule A.

              O.     PLAN shall mean the Corporation's Employee Stock Purchase
Plan, as set forth in this document.

              P.     PLAN ADMINISTRATOR shall mean the committee of two (2) or
more Board members appointed by the Board to administer the Plan.

              Q.     PURCHASE DATE shall mean the last business day of each
Purchase Interval.  The initial Purchase Date shall be October 31, 2000.

              R.     PURCHASE INTERVAL shall mean each successive six (6)-month
period within the offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.

              S.     SEMI-ANNUAL ENTRY DATE shall mean the first business day in
May and November each year on which an Eligible Employee may first enter an
offering period.

              T.     STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.

              U.     UNDERWRITING AGREEMENT shall mean the agreement between the
Corporation and the underwriter or underwriters managing the Corporation's
initial public offering of its Common Stock.


                                     A-3