Exhibit 10.3 - Burr-Brown Corporation Employee Retirement Plan

                    Second Amendment to the
        Burr-Brown Corporation Employee Retirement Plan
                               
     THIS AMENDMENT is made and entered into by BURR-BROWN
CORPORATION, a Delaware Corporation ("Burr-Brown").

                           RECITALS:

     WHEREAS, Burr-Brown desires to amend the Burr-Brown
Corporation Employee Retirement Plan (the "Plan"), to make
changes that include changing the Plan to a cash balance plan,
and
     WHEREAS, pursuant to Plan Section 11.1, the Board of
Directors of Burr-Brown has the right to amend the Plan.

                          WITNESSETH:

     NOW, THEREFORE, it is hereby agreed that the Plan shall be
amended by this Amendment, each provision of which, unless
otherwise indicated, shall be effective as of January 1, 1998.
Unless otherwise defined in this Amendment, all terms used in
this Amendment shall have the same meaning as in the Plan. All
provisions of the Plan shall be deemed to be unchanged except
as specifically hereby amended.  The Amendment is as follows:

I.  Section 2.1(a), Definition of Accrued Benefit, Page 1, is
replaced in its entirety with the following new Section 2.1(a)
to read as follows:

     (a)  "Accrued Benefit"
       
          (1)  The monthly benefit payable in the basic form provided in
            Section 6.2 commencing on a Participant's Normal Retirement
            Date that the Participant has earned as of any given date,
            determined in accordance with Section 5.8.  In no event shall
            the monthly Accrued Benefit of any Participant with at least
            twenty (20) years of Credited Service as of December 31, 1988
            (the last day of the 1988 Plan Year) be less than the amount of
            his monthly retirement accrued under the Plan as of such date.
            
(2)  For purposes of determining benefits payable on or after
January 1, 1998, - the monthly benefit payable in the basic
form provided in Section 6.2 commencing on a Participant's
Normal Retirement Date that the Participant has earned as of
any given date, determined in accordance with Section 5.8. In
no event shall the monthly Accrued Benefit of any Participant
be less than the amount of his monthly retirement Accrued
Benefit under the Plan as of December 31, 1997 determined
pursuant to the terms of the Plan as of December 31, 1997.
II.  Section 2.1(c), Definition of Actuarially Equivalent, Page
2, is replaced in its entirety with the following new Section
2.1(c) to read as follows:

     (c)   "Actuarially Equivalent" - Of equal current value
when computed on the basis of actuarial procedures,
assumptions, factors and tables. Actuarially Equivalent factors
are the appropriate numerical ratios (determined on the basis
of actuarial assumptions which may differ from those used in
establishing Plan costs and liabilities) which enable a benefit
that is Actuarially Equivalent to another benefit to be
calculated. Except to the extent otherwise required for lump
sum distributions under Sections 5.4, 5.5, 5.10, 5.11, in
computing Actuarially Equivalent benefits, the Actuary shall
use the following assumptions:

    (1)  Pre-retirement interest assumption-six percent (6%);

    (2)  Post-retirement interest assumption-six percent (6%);

    (3)  Mortality table-UP-1984, a unisex mortality table
         developed by the Wyatt Company
    
    For purposes of computing the Actuarial Equivalent for
distributions beginning on or after January 1, 1998:
    
    Except to the extent otherwise required for lump sum
distributions under Sections 5.4, 5.5, 5.10, 5.11, or 6.4(c)
and in calculating Minimum Benefits under Sections 5.2(b) and
5.8(b), in computing Actuarially Equivalent benefits, the
Actuary shall use the following assumptions:
   
    (1)  Pre-retirement interest assumption-six percent (6%);
    
    (2)  Post-retirement interest assumption-six percent (6%);
    
    (3)  Mortality table-UP-1984, a unisex mortality table
         developed by the Wyatt Company
     
    For purposes of computing Actuarially Equivalent benefits
for lump sum distributions under Sections 5.4, 5.5, 5.10, 5.11,
or 6.4(c) and in calculating Minimum Benefits under Sections
5.2(b) and 5.8(b), the Actuary shall use the following
assumptions:
          
    (1)  Interest Rate: the annual yield for Thirty (30)-Year
         Treasury Constant Maturities, as reported in Federal Reserve
         Statistical Release G.13 and H.15, for the calendar month
         preceding the first day of the Plan Year in which the Present
         Value is to be determined or in which the lump sum distribution
         is to be made.
         
    (2)  Mortality Table: the table prescribed by the Secretary of
         the Treasury that is based on the prevailing commissioner's
         standard table used to determine reserves for group annuity
         contracts issued on the date as of which the Present Value is
         being determined.

III. Section 2.1(s), Definition of Earnings, Page 6, is
replaced in its entirety with the following new Section 2.1(s)
to read as follows:

     (s)  "Earnings" -The total amount received by the
Participant from the Employer as regular salary or wages which
is subject to tax under Code Section 3402(a) during the Plan
Year, including Employer-paid short term disability pay, plus
any elective contributions made on the Employee's behalf
pursuant to salary deferral or reduction arrangements in effect
under Code Section 125, 401(k), 408(k) and 403(b) with the
Employer or any Affiliate.  However, the following items shall
be excluded from Earnings: overtime pay; discretionary or
formula bonuses; contributions to or benefits from any employee
welfare or pension benefit plan (as those terms are defined in
the Act) except for the elective contributions specified above;
workman's compensation benefits; imputed compensation such as
PS58 or Table I costs of life insurance; any deferred
compensation payments; and any other form of irregular
payments.  Notwithstanding the foregoing, the "Earnings" of a
Participant receiving commission income from the Employer shall
not exceed the maximum base salary payable to such Participant
for the applicable Plan Year.  Notwithstanding the foregoing,
the "overtime pay" of a Participant whose regularly scheduled
work week alternates between 48 hours one week and 36 hours the
next week, shall be all Compensation received for hours worked
in excess of the regularly scheduled 48 hours, plus
Compensation received in excess of the base rate of pay for
hours worked in excess of 40 hours but not more than 48 hours
for the week where 48 hours is the regularly scheduled hours,
and all Compensation received for hours worked in excess of the
regularly scheduled 36 hours for the week where 36 hours is the
regularly scheduled hours.  Notwithstanding the foregoing, in
the event that the Plan is a Top Heavy Plan during a Plan Year,
"Earnings" in excess of Two Hundred Thousand Dollars
($200,000.00) during such Plan year shall be disregarded for
all relevant purposes.  Such Two Hundred Thousand Dollar
($200,000.00) limitation shall be adjusted for each Plan Year
commencing on or after January 1, 1988 to take into account any
cost-of-living increase adjustment for that Plan Year allowable
pursuant to the applicable Treasury regulations or rulings
under Code Section 416(d)(2) and Code Section 415(d).
Notwithstanding the foregoing, the Accrued Benefit earned by
any Employee (including the family unit of a Highly Compensated
Employee, as described below) for any Plan Year within the
period commencing January 1, 1989 and ending December 31, 1993
shall not be based on Earnings in excess of Two Hundred
Thousand Dollars ($200,000.00).  This latter Two Hundred
Thousand Dollar ($200,000.00) limitation shall be adjusted for
each Plan Year commencing after December 31, 1988 to take into
account any cost-of-living increase adjustment for that Plan
Year allowable pursuant to the applicable Treasury regulations
or rulings under Code Section 401(a)(17)(B).

     Notwithstanding the foregoing, the Accrued Benefit earned
by any Employee (including the family unit of a Highly
Compensated employee, as described below) for each Plan Year
commencing on or after January 1, 1994 shall not be based on
Earnings in excess of One Hundred Fifty Thousand Dollars
($150,000.00).  If, for any calendar year after 1994,  the
excess (if any) of:

     (i)  the One Hundred Fifty Thousand Dollars ($150,000.00)
limitation increased by the cost-of-living adjustment for that
calendar year, over

     (ii) the dollar limitation in effect for the Plan Year
beginning in the calendar year is equal to or greater than
$10,000,

     then the One Hundred Fifty Thousand Dollar ($150,000.00)
limit (as previously adjusted under this sentence) for any Plan
Year beginning in any subsequent calendar year shall be
increased by the amount of such excess, rounded to the next
lowest multiple of $10,000.  The One Hundred Fifty Thousand
Dollar ($150,000.00) limitation shall be adjusted for increases
in the cost-of-living in accordance with Code Section
401(a)(17)(B) and the Treasury regulations thereunder;
provided, however, the base period for purposes of Code Section
401(a)(17)(B) shall be the calendar quarter beginning October
1, 1993.

     For purposes of applying the $200,000 or the $150,000
limit to Earnings of the family unit of each Highly Compensated
Employee, the family unit will be treated as a single employee
with one Earnings and the $200,000 limit or the $150,000 limit,
as applicable, will be allocated among the members of the
family unit in proportion to each member's Earnings (except for
the purposes of determining Earnings below the Plan's
integration level).  For this purpose, a family unit is the
Highly Compensated Employee such employee's spouse, and such
employee's lineal descendants who have not attained age 19
before the close of the Plan Year.

IV.  Section 4.3, Disability, Page 21, is replaced in its
entirety with the following new Section 4.3 to read as follows:

     4.3   DISABILITY.  Should a Participant become Disabled
prior to retirement or any other separation from employment
with the Employer (prior to January 1, 1998, Participants were
required to have at least five (5) years of Continuous Service
as of the last day of his period of active employment with the
Employer), then that Participant shall be entitled to a
Disability benefit as provided in Section 5.3 of the Plan. A
Participant's Disability retirement benefit payments shall
commence as of the first day of the calendar month following
the Participant's separation from employment due to Disability.
Disability retirement benefit payments shall not be payable for
any earlier month. In no event shall a Participant be entitled
to receive simultaneously both a Disability retirement benefit
and a normal, early or termination retirement benefit.

V.   Section 4.4, Death Benefits, Page 21-22, is replaced in
its entirety with the following new Section 4.4 to read as
follows:

     4.4   DEATH.  Should a Participant die prior to
retirement, Disability or any other separation from employment
(prior to January 1, 1998, benefits under this Section 4.4
required at least five (5) years of Continuous Service), then
the beneficiary of that Participant shall be entitled to the
benefits (if any) provided under Section 5.4 and Section 5.5 of
the Plan. Any death benefits payable to an unmarried
Participant in accordance with Section 5.4 shall commence as
soon as possible following that Participant's death and shall
be paid in the form set forth in Section 5.4 of the Plan. Death
benefits payable with respect to a married Participant shall be
payable in accordance with the surviving spouse annuity
provisions set forth in Section 5.5 of the Plan.  A special
death benefit shall be payable in accordance with Section 5.6
upon the death of a retired participant.

     Each Participant shall have the right to designate, on a
form supplied by and delivered to the Plan Administrator, a
beneficiary or beneficiaries to receive benefits pursuant to
this Section 4.4 in the event of his death. Each Participant
may change his beneficiary designation from time to time.  Upon
receipt of such designation by the Plan Administrator, such
designation or change of designation shall become effective as
of the date of the designation. However, a beneficiary
designation filed by a married Participant designating a
beneficiary other than his Spouse shall not be effective,
unless the Spouse consents to such designation in accordance
with the spousal consent requirements of Section 6.6. There
shall be no liability on the part of the Employer, the Plan
Administrator or the Trustee with respect to any payment
authorized by the Plan Administrator in accordance with the
most recent valid beneficiary designation of the Participant in
its possession before receipt of a more recent valid
beneficiary designation.  If no designated beneficiary is
living when benefits become payable, or if there is no validly
designated beneficiary, then the beneficiary shall be the
Participant's Spouse.  If there is no such validly designated
beneficiary or surviving Spouse, then the beneficiary shall be
the estate of the Participant.

VI.  Section 5.1, Normal Retirement Benefit, Pages 22-23, is
replaced in its entirety with the following new Section 5.1 to
read as follows:

     5.1  NORMAL RETIREMENT BENEFIT.  The normal retirement
benefit to which a Participant is entitled pursuant to Section
4.1 shall be determined as of his retirement date.

     For those Participants who were employed on December 31,
1997, the Participant's normal retirement benefit shall be a
monthly benefit for the life of the Participant equal to the
greater of the Section 5.1(a) Grandfathered Normal Retirement
Benefit and the Section 5.1(b) Minimum Normal Retirement
Benefit.

     For those Participants who are first employed on or after
January 1, 1998, the Participant's normal retirement benefit
shall be a monthly benefit for the life of the Participant
equal to the Section 5.1(b) Minimum Normal Retirement Benefit.

     For those Participants who were not employed on December
31, 1997, who were first employed prior to January 1, 1998 and
who are rehired on or after January 1, 1998, the Participant's
normal retirement benefit shall be a monthly benefit for the
life of the Participant equal to the sum of the Section 5.8
Accrued Benefit as of December 31, 1997 pursuant to the terms
of the Plan before its amendment by this document plus the
Section 5.1(b) Minimum Normal Retirement Benefit.

     (a)   GRANDFATHERED NORMAL RETIREMENT BENEFIT. The
Grandfathered Normal Retirement Benefit shall be a monthly
benefit for the life of the Participant equal to the sum of the
following:
          (1)  One-half percent (.5%) of the Participant's
            Average Monthly Earnings multiplied by the years
            of Credited Service then credited to the
            Participant; plus
 
          (2)  One-half percent (.5%) of his Average Monthly
            Earnings in excess of Covered Compensation
            multiplied by the years of Credited Service then
            credited to the Participant.
 
     The maximum number of years of Credited Service that may
be credited for purposes of calculating a Participant's
Grandfathered Normal Retirement Benefit is twenty (20). A
Participant who remains employed after attaining Normal
Retirement Age shall continue to accrue Grandfathered Normal
Retirement Benefits pursuant to this Section 5.1(a), up to the
twenty (20)-year maximum, and his normal retirement benefit,
payable in the basic form under Section 6.2, shall not be less
than the largest normal retirement benefit that would have been
provided him under this Section 5.1(a) had he retired on any
earlier date.

     (b)  MINIMUM NORMAL RETIREMENT BENEFIT. The Minimum
Normal Retirement Benefit is the monthly amount of retirement
income for a Participant equal to the Section 5.8(b) Minimum
Accrued Benefit as of the Normal Retirement Date.

     (c)  OTHER NORMAL RETIREMENT PROVISIONS. If this Plan is
a Top Heavy Plan for any Plan Year, a Participant's normal
retirement benefit shall be the greater of the amount
determined pursuant to the foregoing provisions of this Section
5.1 or the amount determined pursuant to Section 5.9 for such
Plan Year.

VII. Section 5.2, Early Retirement Benefit, Page 23, is
replaced in its entirety with the following new Section 5.2 to
read as follows:

     5.2  EARLY RETIREMENT BENEFIT.  The early retirement
benefit to which a Participant is entitled pursuant to Section
4.2 shall be determined as of his retirement date.

     For those Participants who were employed on December 31,
1997, the Participant's early retirement benefit shall be a
monthly benefit for the life of the Participant equal to the
greater of the Section 5.2(a) Grandfathered Early Retirement
Benefit and the Section 5.2(b) Minimum Early Retirement
Benefit.

     For those Participants who are first employed on or after
January 1, 1998, the Participant's early retirement benefit
shall be a monthly benefit for the life of the Participant
equal to the Section 5.2(b) Minimum Early Retirement Benefit.

     For those Participants who were not employed on December
31, 1997, who were first employed prior to January 1, 1998 and
who are rehired on or after January 1, 1998, the Participant's
early retirement benefit shall be a monthly benefit for the
life of the Participant equal to the sum of the Section 5.8
Accrued Benefit as of December 31, 1997 pursuant to the terms
of the Plan before its amendment by this document reduced, if
the payments begin prior to the Participant's Normal Retirement
Date, by .00555 for each month by which the early retirement
benefit commencement date precedes the Participant's Normal
Retirement Benefit plus the Section 5.2(b) Minimum Early
Retirement Benefit.

     (a)  GRANDFATHERED EARLY RETIREMENT BENEFIT. The
Grandfathered Early Retirement Benefit to which a Participant
is entitled pursuant to Section 4.2 shall be a monthly benefit
for life in an amount equal to the Participant's benefit
determined under Section 5.1(a), reduced, if the payments begin
prior to the Participant's Normal Retirement Date, by .00555
for each month by which the Grandfathered Early Retirement
Benefit commencement date precedes the Participant's Normal
Retirement Date.

     (b)  MINIMUM EARLY RETIREMENT BENEFIT. The Minimum Early
Retirement Benefit to which a Participant is entitled pursuant
to Section 4.2 shall be a monthly benefit for the life of the
Participant beginning on the first day of the calendar month on
or following the Participant's Early Retirement Age which is
Actuarially Equivalent to such Participant's Account Balance.

VIII.  Section 5.3, Disability Benefit, Page 23, is replaced in
its entirety with the following new Section 5.3 to read as
follows:

     5.3  DISABILITY BENEFIT. The Disability Benefit to which a
Participant is entitled pursuant to Section 4.3 shall be
determined as of his date of disability.

     For those Participants who were employed on December 31,
1997, the Participant's Disability Retirement Benefit shall be
the greater of the Section 5.3(a) Grandfathered Disability
Benefit and the Section 5.3(b) Minimum Disability Benefit.

     For those Participants who were first employed on or after
January 1, 1998, the Participant's Disability retirement
benefit shall be the Section 5.3(b) Minimum Disability Benefit.

     For those Participants who were not employed on December
31, 1997, who were first employed prior to January 1, 1998 and
who are rehired on or after January 1, 1998, the Participant's
Disability retirement benefit shall be the Section 5.3(b)
Minimum Disability Benefit.

     (a)  GRANDFATHERED DISABILITY BENEFIT.  The Grandfathered
Disability benefit to which a Participant shall be entitled
pursuant to Section 4.3 shall be a monthly payment for life in
an amount equal to the Participant's benefit determined under
Section 5.1(a) on the basis of his Credited Service prior to
Disability.  The Grandfathered Disability retirement benefit
payments shall commence in accordance with the provisions of
Section 4.3, and there shall be no reduction for the
commencement of benefits prior to the Participant's Normal
Retirement Date.  A Participant who has not completed at least
five (5) years of Continuous Service as of the last day of his
period of active employment with the Employer shall not be
entitled to any benefit under this Section 5.3(a) if his
employment is subsequently terminated due to Disability.

     (b)  MINIMUM DISABILITY BENEFIT.  The Minimum Disability
Benefit to which a Participant is entitled pursuant to Section
4.2 shall be a monthly benefit for the life of the Participant
beginning on the first day of the calendar month following the
Participant's separation from employment due to Disability
which is Actuarially Equivalent to such Participant's Account
Balance.

IX.  Section 5.4, Death Benefit, Page 23, is replaced in its
entirety with the following new Section 5.4 to read as follows:

     5.4  DEATH BENEFIT. Should a married Participant die prior
to his Annuity Starting Date, then his Spouse (as determined as
of the date of such Participant's death) shall receive the
greater of the Surviving Spouse Annuity pursuant to Section 5.5
or the Minimum Preretirement Death Benefit. If the married
Participant had not attained age sixty (60) at the time of his
death, then his Spouse may elect within twelve (12) months of
the Participant's death to receive a lump sum distribution
which is Actuarially Equivalent to this Section 5.4 Death
Benefit.

     The "Minimum Preretirement Death Benefit" shall be the
monthly amount of death benefit income determined for a
Participant's Spouse as of a specified date which shall be
Actuarially Equivalent to such Participant's Account Balance
(and normally payable to the Participant's Spouse as a monthly
benefit for the life of the Spouse beginning on the benefit
commencement date elected by the Spouse but not earlier than
the first day of the month in which the Participant would have
attained age sixty (60) had he survived).

     Should an unmarried Participant die prior to his Annuity
Starting Date but while still employed by Employer, a lump sum
death benefit shall be payable to his designated beneficiary or
beneficiaries equal in the aggregate to the lump sum which is
Actuarially Equivalent to the Section 5.4 Death Benefit which
would have been payable had such Participant had a Spouse of
the same age.

     The above provisions notwithstanding, a surviving Spouse
shall be allowed to elect to receive this Section 5.4 Death
Benefit under the optional method of distribution specified in
Section 6.4(c).

X.  Section 5.8, Accrued Benefit, Pages 25-26, is replaced in
its entirety with the following new Section 5.8 to read as
follows:

     5.8  ACCRUED BENEFIT. For those Participants who were
employed on December 31, 1997, the Participant's Accrued
Benefit determined on or after December 31, 1997 shall be the
greater of the Grandfathered Accrued Benefit under Section
5.8(a) or the Participant's Minimum Accrued Benefit under
Section 5.8(b). For those Participants who are first employed
on or after January 1, 1998, the Accrued Benefit determined on
a specified date shall be the Minimum Accrued Benefit under
Section 5.8(b)

     For those Participants who were not employed on December
31, 1997, who were first employed prior to January 1, 1998 and
who are rehired on or after January 1, 1998, the Accrued
Benefit determined on a specified date shall be the sum of the
Section 5.8 Accrued Benefit as of December 31, 1997 pursuant to
the terms of the Plan before its amendment by this document
plus the Minimum Accrued Benefit under Section 5.8(b).

     (a)  GRANDFATHERED ACCRUED BENEFIT. A Participant's
       Grandfathered Accrued Benefit shall be determined in accordance
       with this Section 5.8(a).
         (1) GENERAL RULE. A Participant's Grandfathered
             Accrued Benefit as of any given date shall equal
             the Participant's estimated benefit at Normal
             Retirement Age under Section 5.1(a) multiplied by
             a fraction, not exceeding one (1), the numerator
             of which is the actual completed full years and
             months (expressed as fractions of a year) of the
             Participant's Credited Service as of the
             determination date and the denominator of which is
             the total number of completed full years and
             months (expressed as fractions of a year) of
             Credited Service that would have been credited to
             such Participant had he separated from employment
             on his Normal Retirement Date.
         (2) ESTIMATING NORMAL RETIREMENT BENEFITS. The
             Plan Administrator will estimate the normal
             retirement benefits (determined in accordance with
             Section 5.1(a) to which each Participant will be
             entitled on his Normal Retirement Date. In making
             its estimate, the Plan Administrator shall assume
             that the Participant will continue his service
             with Employer to his Normal Retirement Date and
             that his Average Monthly Earnings on his Normal
             Retirement Date will be equal to his Average
             Monthly Earnings calculated as of the day on which
             the Participant's Accrued Benefit is being
             determined.
     (b)  MINIMUM ACCRUED BENEFIT. The Minimum Accrued Benefit
is the monthly amount of retirement income for a Participant as
of a specified date which shall be Actuarially Equivalent to
such Participant's Account Balance (and normally payable
monthly to the Participant in the form of an annuity for the
life of the Participant beginning on the first day of the
calendar month following the Participant's Normal Retirement
Age).

     (c)  TOP HEAVY MINIMUMS. If this Plan is at any time a
Top Heavy Plan, a Participant's Accrued Benefit shall be the
greater of the amount determined pursuant to the foregoing
provisions of this Section 5.8 or the amount determined
pursuant to Section 5.9.

     (d)  RECALCULATION OF ACCRUED BENEFIT OF PARTICIPANTS IN
PAY STATUS. The Accrued Benefit of a Participant who earns
additional years of Credited Service after receiving any
distribution from the Plan shall be equal to the excess of (1)
over (2):
         (1) The Participant's Accrued Benefit determined
             under the applicable section of ARTICLE V on his
             Calculation Date (as defined herein) based on all
             years of Credited Service earned during the period
             of the Participant's employment; and
         (2) The monthly amount which is Actuarially
             Equivalent to the aggregate benefits distributed
             to the Participants from the Plan prior to the
             Calculation Date which were paid as monthly
             amounts (a) for any month prior to the
             Participant's Normal Retirement Date and (b) for
             any month in which the Participant was an active
             Employee after his Normal Retirement Date.
 
     Notwithstanding the foregoing, such recomputed monthly
benefit shall not be less than the monthly benefit received by
the Participant prior to his Calculation Date converted to a
monthly annuity for the life of the Participant payable as of
the Calculation Date. The first recomputed payment shall
include any retroactive payments due for any month within the
suspension period under Section 6.8 in which the Participant
was not an active Employee. Also the first recomputed payment
shall be reduced to the extent permitted under Department of
Labor Regulations Section 2530.203 by any payment made to the
Participant under which he was not entitled to receive pursuant
to the suspension of provisions in effect under Section 6.8.
The recomputation under this Section 5.8 shall be made as of
each Calculation Date, and such purpose the "Calculation Date"
for a Participant who earns Credited Service after receiving
one or more benefit payments under ARTICLE V of the Plan will
be each January 1 and the date he subsequently terminates
employment with the Employer.

     (e)  "Account Balance" - single lump sum dollar amount
determined and predetermined for each Employee (without regard
to any actual contributions to the Trust Fund or the income,
expenses, gains and losses of the Trust Fund or any forfeitures
under the Plan) from time to time as follows:

        (1) "Initial Account Balance" - As of January 1, 1998, the
            initial Account Balance for each Employee equals zero.
        (2) "Additional Accruals" - Quarterly, at the end of each
            calendar quarter, that is on March 31, June 30, September 30,
            and December 31 of each Plan Year and such other date or dates
            as designated by the Employer, beginning March 31, 1998, there
            shall be credited to each Employee's Account Balance an amount
            equal to two percent (2%) multiplied by such Employee's actual
            Earnings for such calendar quarter.  If an Employee shall have
            a Termination Date prior to the end of such calendar quarter,
            then such Employee shall not receive an Additional Accrual for
            the calendar quarter in which his or her Termination occurs.
        (3) "Interest Credit" -- Quarterly, at the end of each
            calendar quarter, that is on March 31, June 30, September 30,
            and December 31 of each Plan Year and such other date or dates
            as designated by the Employer, beginning March 31, 1998, there
            shall be credited to the Account Balance on behalf of each
            Employee an amount equal to one-fourth (1/4) of the Investment
            Percentage Rate appropriate for the Plan Year multiplied by the
            Account Balance determined as of the first day of such calendar
            quarter.
 
            Interest credits will continue to be credited for
            each calendar quarter up until the first day of
            the quarter in which payments are first made to
            the Employee or forfeitures are taken under the
            Plan.
 
            In addition, a final "Interest Credit" will be
            determined for the calendar quarter in which
            payments are first made to the Employee.  Such
            Credit shall be an amount equal to one-twelfth
            (1/12) of the Investment Percentage Rate
            appropriate for the Plan Year multiplied by the
            number of completed months (if any) from the first
            day of such calendar quarter to the date payments
            are first made to the Employee, multiplied by the
            Account Balance determined as of the first day of
            such calendar quarter.
 
    Although each Employee shall have an Account Balance,
there shall be no "individual accounts" as defined in ERISA
section 3(34).

        (4) "Investment Percentage Rate"-an amount determined annually
            which is equal:
            
           (i) for the 1998 Plan Year, the greater of
            6.4617% or the annual yield for Thirty (30)-Year
            Treasury constant Maturities, as reported in
            Federal Reserve Statistical Release G.13 and H.15,
            for the calendar month preceding the first day of
            the Plan Year.
            
            (ii) for Plan Years beginning on or after January
            1, 1999, the annual yield for Thirty (30)-Year
            Treasury constant Maturities, as reported in
            Federal Reserve Statistical Release G.13 and H.15,
            for the calendar month preceding the first day of
            the Plan Year.
            
    XI.  Section 5.10, Cash Outs and Repayment of Distributions,
Page 27, is replaced in its entirety with the following new
Section 5.10 to read as follows:

    5.10 CASH OUTS AND REPAYMENT OF DISTRIBUTIONS.  If the
termination benefit payable to a Participant pursuant to
Section 5.7 is Actuarially Equivalent to a lump sum
distribution of Five Thousand Dollars ($5,000) or less, the
Plan Administrator shall direct the Trustee to pay the
termination benefit in the form of a lump sum distribution not
later than sixty (60) days after the close of the Plan Year
following the Plan Year in which the Participant's employment
terminates, subject, however, to any earlier payment date
required pursuant to the provisions of Section 6.1. No
distribution may be made pursuant to the preceding sentence
after the Annuity Starting Date unless the Participant and the
Participant's spouse, if any, (or where the Participant has
died, his spouse alone) consent in writing to such
distribution. A Participant who receives a lump sum
distribution of his Accrued Benefit shall be given the
opportunity to repay the full amount of that distribution, plus
interest at a rate determined  under Code Section 411(c)(2)(C),
should he return to employment with the Employer or any
Affiliate. The repayment may be made at any time prior to the
earlier of (a) the end of the five (5)-year period measured
from the first date on which the Participant is subsequently
reemployed by Employer or (b) the incurrence of a Break in
Continuous Service of sixty (60) months measured from the date
of the prior distribution. If a Participant does not exercise
his right to repay the prior distribution (with interest as
provided above) in such a timely manner, the years and months
of Credited Service performed by the Participant prior to the
distribution shall be disregarded in calculating his normal
retirement benefit and his Accrued Benefit.

    XII. Section 5.11, Other Small Benefits, Page 28, is replaced
in its entirety with the following new Section 5.11 to read as
follows:

    5.11 OTHER SMALL BENEFITS.  In the event that the
Actuarially Equivalent present value of the Qualified Joint and
50% Survivor Annuity, Life Only Annuity, or Qualified Pre-
retirement Survivor Annuity payable with respect to a
Participant is less than Five Thousand Dollars ($5,000), the
Plan Administrator shall direct that such Actuarially
Equivalent present value be distributed to the Participant (or
to the Participant's Beneficiary if the Participant has died)
in a lump sum as soon as administratively feasible following
the Participant's retirement, death, Disability, or Termination
Date.  Notwithstanding the preceding, a lump sum payment shall
not be made under this Section 5.11 after the Annuity Starting
Date without the written consent of the Participant and his or
her Spouse (or, if the Participant has died, his or her
Surviving Spouse's written consent) to such distribution.

    XIII.  Section 6.4, Optional Methods of Distribution, Pages 36-
37, the following new paragraph (c) is added to the end of
Section 6.4 to read as follows:

    (c)  A Participant may elect to receive a lump sum distribution
(payable as soon as administratively feasible) following the
Participant's retirement, Disability, or Termination Date of
the portion of the Actuarially Equivalent present value of the
Participant's Normal Retirement Benefit, Early Retirement
Benefit, Disability Benefit, or Accrued Benefit that equals his
or her Account Balance.

     If a Participant elects to receive a lump sum distribution
under this Section 6.4(c), and the excess of the Actuarially
Equivalent present value of the Participant's Normal Retirement
Benefit, Early Retirement Benefit, Disability Benefit, or
Accrued Benefit over his or her Account Balance does not exceed
Five Thousand Dollars ($5,000), such excess shall, at the
election of the Participant, be distributed to the Participant
at the same time as his or her Account Balance is distributed
pursuant to this Section 6.4(c).

     If a Participant elects to receive a lump sum distribution
and the excess of the Actuarially Equivalent present value of
the Participant's Normal Retirement Benefit, Early Retirement
Benefit, Disability Benefit, or Accrued Benefit over his or her
Account Balance equals or exceeds Five Thousand Dollars
($5,000), such excess shall be distributed (at the time allowed
by Section 6.1 in the form of a Qualified Joint and 50%
Survivor Annuity or Life Only Annuity whichever is applicable
pursuant to ARTICLE VI.

     IN WITNESS WHEREOF, Burr-Brown has executed this Amendment
on this 18th day of December, 1998.

                              BURR-BROWN CORPORATION
                              
                              By \s\ S.P. Madavi
                                 ---------------
                                   President