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                                                                    EXHIBIT 10.1



                               ADOPTION AGREEMENT
                             DREYFUS NONSTANDARDIZED
                     PROTOTYPE PROFIT SHARING PLAN AND TRUST

                                PLAN NUMBER 01002
                           IRS SERIAL NUMBER D362552A

The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.


I.    BASIC PROVISIONS

      A.    Employer's Name:        BENCHMARK ELECTRONICS, INC.

            Address:                3000 TECHNOLOGY DRIVE
                                    ANGLETON, TX 77515
                                    (979) 849-6550

      B.    Employer is a (X) corporation; ( ) S Corporation;
            ( ) partnership; ( ) sole proprietor;
            ( ) other: [....]

      C.    Employer's Tax ID Number:     74-2211011

      D.    Employer's fiscal year: JANUARY 1 TO DECEMBER 31

      E.    Plan Name:  BENCHMARK ELECTRONICS, INC. 401(K) EMPLOYEE SAVINGS PLAN

      F.    If this is a new Plan, the Effective Date of the Plan is:  N/A


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            If this is an amendment and restatement of an existing Plan, enter
            the original Effective Date: JANUARY 1, 1990. The effective date of
            this amended Plan is: DECEMBER 31, 2000. THIS PLAN ALSO CONSTITUTES
            AN AMENDMENT AND RESTATEMENT OF THE $AVEX SAVINGS PLAN, WHICH WAS
            ORIGINALLY EFFECTIVE JUNE 1, 1988, AND WHICH HAS BEEN MERGED INTO
            THIS PLAN AS OF DECEMBER 31, 2000.

      G.    The Trustee shall be:

            ( ) The Dreyfus Trust Company

            ( ) Other:  (Name)      BOSTON SAFE DEPOSIT AND TRUST COMPANY
                        (Address)   1 BOSTON PLACE
                                    BOSTON, MA 02108-4402
                        (Phone #)   (617) 722-7000

      H.    The first Plan Year shall be [....] through [....]. Thereafter, the
            Plan Year shall mean the 12-consecutive-month period commencing on
            DECEMBER 31 and ending on DECEMBER 30.

      I.    Service with the following predecessor employer(s): ELECTRONICS
            ACQUISITIONS, INC., EMD ASSOCIATES, INC. AND AVEX ELECTRONICS, INC.

            shall be credited for purposes of: [X] eligibility; [X] vesting.

            Note: Such Service must be credited if the adopting Employer
            maintains the plan of the predecessor employer.

      J.    The following employer(s) aggregated with the Employer under
            Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
            ("Code") shall be Participating Employers in the Plan: BENCHMARK
            ELECTRONICS CORP. AND BENCHMARK ELECTRONICS HUNTSVILLE, INC.

      K.    Are all employers aggregated with the Employer under Sections
            414(b), (c), (m) or (o) of the Code participating in this Plan?

                        (X) Yes      ( ) No



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II.   HOURS OF SERVICE

      A. For Eligibility Purposes.

      Hours of Service under the Plan will be determined for all Employees on
      the basis of the method selected below:

      (X)   On the basis of actual hours for which an Employee is paid or
            entitled to payment.

      ( )   On the basis of days worked. An Employee will be credited with ten
            (10) Hours of Service for any day such Employee would be credited
            with at least one (1) Hour of Service during the day under the Plan.

      ( )   On the basis of weeks worked.  An Employee will be credited with
            forty-five (45) Hours of Service for any week such Employee would be
            credited with at least one (1) Hour of Service during the week under
            the Plan.

      ( )   On the basis of semi-monthly payroll periods.  An Employee will be
            credited with ninety-five (95) Hours of Service for any semi-monthly
            payroll period such Employee would be credited with at least one (1)
            Hour of Service under the Plan.

      ( )   On the basis of months worked. An Employee will be credited with
            one hundred ninety (190) Hours of Service for any month such
            Employee would be credited with at least one (1) Hour of Service
            under the Plan.

      ( ) On the basis of elapsed time.

      B. For Vesting Purposes.

      Hours of Service under the Plan will be determined for all Employees on
      the basis of the method selected below:

      (X)   On the basis of actual hours for which an Employee is paid or
            entitled to payment.


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      ( )   On the basis of days worked. An Employee will be credited with ten
            (10) Hours of Service for any day such Employee would be credited
            with at least one (1) Hour of Service during the day under the Plan.

      ( )   On the basis of weeks worked.  An Employee will be credited with
            forty-five (45) Hours of Service for any week such Employee would be
            credited with at least one (1) Hour of Service during the week under
            the Plan.

      ( )   On the basis of semi-monthly payroll periods.  An Employee will be
            credited with ninety-five (95) Hours of Service for any semi-monthly
            payroll period such Employee would be credited with at least one (1)
            Hour of Service under the Plan.

      ( )   On the basis of months worked. An Employee will be credited with
            one hundred ninety (190) Hours of Service for any month such
            Employee would be credited with at least one (1) Hour of Service
            under the Plan.

      ( )   On the basis of elapsed time.


III.  ELIGIBLE EMPLOYEES

      All Employees shall be Eligible Employees, except:

      (X)   Employees included in a unit of Employees covered by a collective
            bargaining agreement between the Employer and employee
            representatives, if retirement benefits were the subject of good
            faith bargaining. For this purpose, the term "employee
            representatives" does not include any organization more than half of
            whose members are Employees who are owners, officers, or executives
            of the Employer.

      (X)   Employees who are nonresident aliens and who receive no earned
            income from the Employer which constitutes income from sources
            within the United States.

      (X)   Employees included in the following classification(s):

                  (A) INDEPENDENT CONTRACTORS, DEFINED AS INDIVIDUALS WHO
                  PERFORM SERVICES FOR THE EMPLOYER BUT WHO ARE NOT EMPLOYEES.


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                  SUCH INDIVIDUALS SHALL BE EXCLUDED EVEN IF A COURT OR
                  ADMINISTRATIVE AGENCY DETERMINES THAT SUCH INDIVIDUALS WHO
                  HAVE BEEN TREATED AS INDEPENDENT CONTRACTORS ARE COMMON LAW
                  EMPLOYEES AND NOT INDEPENDENT CONTRACTORS.

                  (B) SEASONAL EMPLOYEES, DEFINED AS EMPLOYEES HIRED BY THE
                  EMPLOYER WHOSE EMPLOYMENT (DURING PEAK PERIODS SUCH AS SUMMER
                  OR HOLIDAYS) IS EXPECTED TO BE LESS THAN FIVE (5) MONTHS PER
                  YEAR.

                  (C) INTERNS AND CO-OPS, DEFINED AS EMPLOYEES WHO ARE ENROLLED
                  IN A SECONDARY OR POST-SECONDARY EDUCATIONAL INSTITUTION AND
                  WHOSE EMPLOYMENT IS IN CONNECTION WITH AN APPROVED COURSE OF
                  STUDY.

      ( )   Employees of the following employers aggregated with the Employer
            under Sections 414(b), (c), (m) or (o) of the Code:

      (X)   Individuals required to be considered Employees under Section 414(n)
            of the Code.

      ( )   Employees who, subject to determination by the Committee that such
            election will not affect the plan's qualification, make a one-time
            irrevocable election not to participate in the Plan for purposes of
            the following:

            [ ]   Employer Discretionary Contributions.

            [ ] Elective Deferrals/Thrift Contributions/Combined Contributions.

      Note: The term Employee includes all employees of the Employer and any
            employer required to be aggregated with the Employer under Sections
            414(b), (c), (m) or (o) of the Code, and individuals considered
            employees of any such employer under Section 414(n) or (o) of the
            Code.

IV.   AGE AND SERVICE REQUIREMENTS

      Each Eligible Employee shall become a Participant on the Entry Date
      coincident with or following completion of the following requirements:

      Age:        (X)   No age requirement.



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                  ( )   The attainment of age [....] (not to exceed age 21).

      Service:    ( )    No service requirement.

                  (X)   For Employer Discretionary Contributions AND MATCHING
                        CONTRIBUTIONS only -- The completion of [1] (not to
                        exceed 1 unless 100% immediate vesting is elected, in
                        which case, may not exceed 2)  Eligibility Years of
                        Service. If the Eligibility Years of Service is or
                        includes a fractional year, an Employee shall not be
                        required to complete any specific number of Hours of
                        Service to receive credit for such fractional year.

                  If more than 1 Eligibility Year of Service is required,
                  Participants must be 100% immediately vested.

                  (X)   For all other contributions -- The completion of [0]
                        (not to exceed 1) Eligibility Year of Service.

                                    AND

      Effective
      Date:       ( )   Each Eligible Employee who is employed on the Effective
                        Date shall become a Participant on the Effective Date.
                        Each Eligible Employee employed after the Effective Date
                        shall become a Participant on the Entry Date coincident
                        with or following completion of the age and service
                        requirements specified above.

                  (X)   Each Eligible Employee who is employed on the effective
                        date of this amended plan shall become a Participant as
                        of such date. Each Eligible Employee employed after the
                        effective date shall become a Participant on the entry
                        date coincident with or following completion of the age
                        and service requirements specified above.


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V.    ELIGIBILITY YEARS OF SERVICE

      A.    For Employer Discretionary AND MATCHING Contributions, in order to
            be credited with an Eligibility Year of Service, an Employee shall
            complete [1000] (not to exceed 1,000) Hours of Service.

            Note: Not applicable if elapsed time method of crediting service for
            eligibility purposes is elected.

      B.    For all other contributions, in order to be credited with an
            Eligibility Year of Service, an Employee shall complete [N/A] (not
            to exceed 1,000) Hours of Service.

            Note: Not applicable if elapsed time method of crediting service for
            eligibility purposes is elected.

            Note: In the case of an Employee in the Maritime Industry, for
            purposes of Eligibility Years of Service, refer to Section 1.24 of
            the Plan.


VI.   ENTRY DATE

      The Entry Date shall mean:

      ( )   For the first Plan Year only, the initial Entry Date shall
            BE                      ;
               --------------------

      thereafter:

      ( )   Annual Entry.  The first day of the Plan Year. [Note:  If Annual]
            Entry is selected, the age and service requirements cannot exceed
            20 1/2 and 1/2 Eligibility Year of Service.]

      ( )   Dual Entry.  The first day of the Plan Year and the first day of the
            seventh month of the Plan Year.

      ( )   Quarterly Entry. The first day of the Plan Year and the first day
            of the fourth, seventh and tenth months of the Plan Year.

      ( )   Monthly Entry.  The first day of the Plan Year and the first day of
            each following month of the Plan Year.


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      (X)   Other: IMMEDIATE ENTRY UPON COMPLETION OF THE APPLICABLE SERVICE
            REQUIREMENTS.  (Note: Eligible Employees must commence participation
            no later than the earlier of:  a) the beginning of the Plan Year
            after meeting the age and service requirements, or b) 6 months after
            the date the Employee meets the age and service requirements).


VII.  COMPENSATION

      A.    Except for purposes of "annual additions" testing under Section 415
            of the Code, Compensation shall mean all of each Participant's:

      (X)   Information required to be reported under Sections 6041, 6051, and
            6052 of the Code. (Wages, tips and other compensation box on Form
            W-2) Compensation is defined as wages as defined in Section 3401(a)
            and all other payments of compensation to the Employee by the
            Employer (in the course of the Employer's trade or business) for
            which the Employer is required to furnish the Employee a written
            statement under Sections 6041(d) and 6051(a)(3) of the Code.
            Compensation must be determined without regard to any rules under
            Section 3401(a) that limit the remuneration included in wages based
            on the nature or location of the employment or services performed
            (such as the exception for agricultural labor in Section 3401(a)(2)
            of the Code). This definition of Compensation shall exclude amounts
            paid or reimbursed by the Employer for moving expenses incurred by
            an Employee, but only to the extent that at the time of the payment
            it is reasonable to believe that these amounts are deductible by the
            Employee under Section 217 of the Code.

      ( )   Section 3401(a) wages. Compensation is defined as wages within the
            meaning of Section 3401(a) of the Code for purposes of income tax
            withholding at the source but determined without regard to any rules
            that limit the remuneration included in wages based on the nature or
            location of the employment or the services performed (such as the
            exception for agricultural labor in Section 3401(a)(2) of the Code).

      ( )   Section 415 safe-harbor compensation. Compensation is defined as
            wages, salaries, and fees for professional services and other
            amounts received (without regard to whether or not an amount is paid
            in cash) for personal services actually rendered in the course of
            employment with the


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            Employer to the extent that the amounts are includible in gross
            income (including, but not limited to, commissions paid salesmen,
            compensation for services on the basis of a percentage of profits,
            commissions on insurance premiums, tips, bonuses, fringe benefits,
            and reimbursements or other expense allowances under a
            nonaccountable plan (as described in Section 1.62-2(c)), and
            excluding the following:

            (a)   Employer contributions to a plan of deferred compensation
                  which are not includible in the Employee's gross income for
                  the taxable year in which contributed, or Employer
                  contributions under a simplified employee pension plan
                  described in Section 408(k), or any distributions from a plan
                  of deferred compensation regardless of whether such amounts
                  are includible in the gross income of the Employee;

            (b)   Amounts realized from the exercise of a nonqualified stock
                  option, or when restricted stock (or property) held by the
                  Employee either becomes freely transferable or is no longer
                  subject to a substantial risk of forfeiture;

            (c)   Amounts realized from the sale, exchange or other disposition
                  of stock acquired under a qualified stock option; and

            (d)   Other amounts which receive special tax benefits, such as
                  premiums for group-term life insurance (but only to the extent
                  that the premiums are not includible in the gross income of
                  the Employee), or contributions made by the Employer (whether
                  or not under a salary reduction agreement) towards the
                  purchase of an annuity contract described in Section 403(b) of
                  the Code (whether or not the contributions are actually
                  excludable from the gross income of the Employee).

      which is actually paid to the Participant during  the following applicable
      period:

            (  )  the portion of the Plan Year in which the Employee is a
                  Participant in the Plan.

            (X)   the Plan Year.

            ( )   the calendar year ending with or within the Plan Year.


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      (X)   Compensation shall be reduced by all of the following items (even if
            includible in gross income): reimbursements or other expense
            allowances, fringe benefits (cash and noncash), moving expenses,
            deferred compensation and welfare benefits.

      Compensation (X) shall; ( ) shall not include Employer contributions made
      pursuant to a salary reduction agreement with an Employee which are not
      includible in the gross income of the Employee by reason of Sections 125,
      402(e)(3), 402(h)(1)(B) or 403(b) of the Code.

      If the Employer's contributions to the Plan are not allocated on an
      integrated basis, the following may be excluded from the definition of
      Compensation selected above for any year in which the Plan is not Top
      Heavy:

            ( )   bonuses

            ( )   overtime

            ( )   commissions

            ( )   amounts in excess of $ [....]

            (X)   SEVERANCE

      For any Self-Employed Individual covered under the Plan, Compensation
      means Earned Income.

      B.    For purposes of "annual additions" testing under Section 415 of the
            Code, Compensation for any Limitation Year shall mean all of each
            Participant's:

      (X)   Information required to be reported under Sections 6041, 6051 and
            6052 of the Code. (Wages, tips and other compensation box on Form
            W-2) Compensation is defined as wages as defined in Section 3401(a)
            and all other payments of compensation to the Employee by the
            Employer (in the course of the Employer's trade or business) for
            which the Employer is required to furnish the Employee a written
            statement under Sections 6041(d) and 6051(a)(3) of the Code.
            Compensation must be determined without regard to any rules under
            Section 3401(a) that limit the remuneration included in wages based
            on the nature or location of the


                                       10

<PAGE>

            employment or services performed (such as the exception for
            agricultural labor in Section 3401(a)(2) of the Code). This
            definition of Compensation shall exclude amounts paid or reimbursed
            by the Employer for moving expenses incurred by an Employee, but
            only to the extent that at the time of the payment it is reasonable
            to believe that these amounts are deductible by the Employee under
            Section 217 of the Code.

      ( )   Section 3401(a) wages.  Compensation is defined as wages within the
            meaning of Section 3401(a) of the Code for purposes of income tax
            withholding at the source but determined without regard to any rules
            that limit the remuneration included in wages based on the nature or
            location of the employment or the services performed (such as the
            exception for agricultural labor in Section 3401(a)(2) of the Code).

      ( )   Section 415 safe-harbor compensation. Compensation is defined as
            wages, salaries, and fees for professional services and other
            amounts received (without regard to whether or not an amount is paid
            in cash) for personal services actually rendered in the course of
            employment with the Employer to the extent that the amounts are
            includible in gross income (including, but not limited to,
            commissions paid salesmen, compensation for services on the basis of
            a percentage of profits, commissions on insurance premiums, tips,
            bonuses, fringe benefits, and reimbursements or other expense
            allowances under a nonaccountable plan (as described in Section
            1.62-2(c)), and excluding the following:

            (a)   Employer contributions to a plan of deferred compensation
                  which are not includible in the Employee's gross income for
                  the taxable year in which contributed, or Employer
                  contributions under a simplified employee pension plan
                  described in Section 408(k), or any distributions from a plan
                  of deferred compensation regardless of whether such amounts
                  are includible in the gross income of the Employee;

            (b)   Amounts realized from the exercise of a nonqualified stock
                  option, or when restricted stock (or property) held by the
                  Employee either becomes freely transferable or is no longer
                  subject to a substantial risk of forfeiture;

            (c)   Amounts realized from the sale, exchange or other disposition
                  of stock acquired under a qualified stock option; and


                                       11
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            (d)   Other amounts which receive special tax benefits, such as
                  premiums for group-term life insurance (but only to the extent
                  that the premiums are not includible in the gross income of
                  the Employee), or contributions made by the Employer (whether
                  or not under a salary reduction agreement) towards the
                  purchase of an annuity contract described in Section 403(b) of
                  the Code (whether or not the contributions are actually
                  excludable from the gross income of the Employee).

      which is actually paid or includible in gross income during such
      Limitation Year.

      For any Self-Employed Individual covered under the Plan, Compensation
      means Earned Income.


VIII. LIMITATION YEAR

      Limitation Year shall mean the twelve (12) consecutive-month period:

      (X) Identical to the Plan Year.

      ( )   Identical to the Employer's fiscal year ending with or within the
            Plan Year of reference.

      ( )   As fixed by a resolution of the Board of Directors of the Employer,
            or the Employer if no Board of Directors exists.


IX.   NORMAL RETIREMENT AGE

      Normal Retirement Age shall mean:

      (X) Age [65] (not to exceed 65).

      ( )   Age [....] (not to exceed 65), or the [....] (not to exceed the 5th)
            anniversary of the date the Participant commenced participation in
            the Plan, if later.


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X.    EARLY RETIREMENT AGE

      Early Retirement Age shall mean:

      ( )   There shall be no early retirement provision in this Plan.

      (X)   Age [55].

      ( )   Age [....] and [....] Years of Service.



XI.   EMPLOYER AND EMPLOYEE CONTRIBUTIONS

      A.    Types and allocation of Contributions

            1.    Employer Discretionary Contributions

                  ( )   Not permitted.

                  (X)   Permitted.

                        (X)   An amount fixed by appropriate action of the
                              Employer.

                        ( )   [....]% of Compensation of Participants for the
                              Plan Year (not to exceed 15%).

                        ( )   [....]% of Compensation of Participants for the
                              Plan Year, plus an additional amount fixed by
                              appropriate action of the Employer (in total not
                              to exceed 15%).

                  Employer Discretionary Contributions ( ) shall; (X) shall not
                  be integrated with Social Security.

                       If integrated with Social Security:

                        a.    ( )   The Permitted Disparity Percentage shall be
                                    [....]%.


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<PAGE>

                        b.    ( )   The Permitted Disparity Percentage shall be
                                    determined annually by appropriate action of
                                    the Employer.

                        c.    ( )   The Integration Level shall be:

                                    ( )   the Taxable Wage Base.

                                    ( )   $ _______ (a dollar amount less than
                                          the Taxable Wage Base).

                                    ( )   ____% (not to exceed 100% of the
                                          Taxable Wage Base).

                        Note: The Permitted Disparity Percentage cannot exceed
                              the lesser of: (i) the base contribution, or (ii)
                              the greater of 5.7% or the tax rate under Section
                              3111(a) of the Code attributable to the old age
                              insurance portion of the Old Age, Survivors and
                              Disability Income provisions of the Social
                              Security Act (as in effect on the first day of the
                              Plan Year). If the Integration Level selected
                              above is other than the Taxable Wage Base ("TWB"),
                              the 5.7% factor in the preceding sentence must be
                              replaced by the applicable percentage determined
                              from the following table.

                              IF THE INTEGRATION LEVEL IS:
                                                              THE APPLICABLE
                              MORE THAN   BUT NOT MORE THAN   FACTOR IS
                              ---------   -----------------   -----------

                              $0                 X*             5.7%
                              X*            80% of TWB          4.3%
                              80% of TWB         Y**            5.4%

                              *X = the greater of $10,000 or 20% of TWB

                              **Y = any amount more than 80% of TWB, but less
                              than 100% of TWB


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            Allocation of Employer Discretionary Contributions.

                  In order to share in the allocation of Employer Discretionary
                  Contributions (and forfeitures, if forfeitures are reallocated
                  to Participants) an Active Participant:

                  ( )   Need not be employed on the last day of the Plan Year.

                  (X)   Must be employed on the last day of the Plan Year,
                        unless the Participant terminates employment on account
                        of:

                        (X)   Death.

                        (X)   Disability.

                        ( )   Attainment of Early Retirement Age.

                        (X)   Attainment of Normal Retirement Age.

                        ( ) Employer approved leave of absence.

                  (X)   Must have ( ) 501 Hours of Service; (X) [1000] Hours of
                        Service (cannot exceed 1,000). (Note: Not applicable if
                        elapsed time method of crediting service is elected.

            2.    Elective Deferrals

                  ( )   Not permitted.

                  (X)   Permitted.

                  A Participant may elect to have his or her Compensation
                  reduced by:

                  (X)   An amount not in excess of [17]% of Compensation
                        [cannot] exceed the dollar limitation of Section
                        402(g) of the Code for the calendar year].



                                       15
<PAGE>

                  ( )   An amount not in excess of $[....] of Compensation
                        [cannot exceed the dollar limitation of Section 402(g)]
                        of the Code for the calendar year].

                  ( )   An amount not to exceed the dollar limitation of
                        Section 402(g) of the Code for the calendar year.

                  ( )   An amount not in excess of (Note: The percent for the
                        Highly Compensated Employee cannot exceed the percent
                        for the Non-Highly Compensated Employee):

                              ____% of Compensation [cannot exceed the dollar]
                              limitation of Section 402(g) of the Code for the
                              calendar year] for each Highly Compensated
                              Employee; and

                              ____% of Compensation [cannot exceed the dollar]
                              limitation of Section 402(g) of the Code for the
                              calendar year] for each Non-Highly Compensated
                              Employee.

                  A Participant may elect to commence Elective Deferrals the
                  next pay period following: [ANY ENTRY DATE] (enter date or
                  period -- at least once each calendar year).

                  A Participant may modify the amount of Elective Deferrals as
                  of [THE FIRST PAYROLL PERIOD FOLLOWING ANY ENTRY DATE.] (enter
                  date or period -- at least once each calendar year).

                  A Participant ( ) may; (X) may not base Elective Deferrals on
                  cash bonuses that, at the Participant's election, may be
                  contributed to the CODA or received by the Participant in
                  cash. Such election shall be effective as of the next pay
                  period following [....] or as soon as administratively
                  feasible thereafter.

                  Participants who claim Excess Elective Deferrals for the
                  preceding calendar year must submit their claims in writing to
                  the plan administrator by [MARCH 1] (enter date between March
                  1 and April 15).



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<PAGE>

                  A Participant ( ) may; (X) may not elect to recharacterize
                  Excess Contributions as Thrift Contributions.  (Note:
                  Available only if Thrift Contributions are permitted.)

                  Participants who elect to recharacterize Excess Contributions
                  for the preceding Plan Year as Thrift Contributions must
                  submit their elections in writing to the Committee by [....]
                  (enter date no later than 2 1/2 months after close of Plan
                  Year).

            3.    Thrift Contributions

                  (X)   Not permitted.

                  ( )   Permitted.

                        Participants shall be permitted to make Thrift
                        Contributions from [....]% (not less than 1) to [....]%
                        (not more than 10) of their total aggregate
                        Compensation.

                        A Participant may elect to commence Thrift Contributions
                        the next pay period following [....] (enter date or
                        period--at least once each calendar year).

                        The Change Date for a Participant to modify the amount
                        of Thrift Contributions shall be as of [....] (enter
                        date or period -- at least once each calendar year).

            4.    Elective Deferrals and Thrift Contributions, combined
                  ("Combined Contributions")

                  (X)   Not Permitted.

                  ( )   Permitted.

                        A Participant may elect to make Combined Contributions
                        which do not exceed [....]% of Compensation.  (Note:
                        Elective Deferrals can not exceed the dollar limitation
                        of Section 402(g) of the Code for the calendar year).



                                       17
<PAGE>

                        A Participant may elect to commence contributions the
                        next pay period following: (enter date or period -- at
                        least once each calendar year).

                        A Participant may modify his amount of Combined
                        Contributions as of [....] (enter date or period -- at
                        least once each calendar year).

                        A Participant ( ) may; ( ) may not base Elective
                        Deferrals on cash bonuses that, at the Participant's
                        election, may be contributed to the CODA or received by
                        the Participant in cash. Such election shall be
                        effective as of the next pay period following [....] or
                        as soon as administratively feasible thereafter.

                        Participants who claim Excess Elective Deferrals for the
                        preceding calendar year must submit their claims in
                        writing to the plan administrator by [....] (enter date
                        between March 1 and April 15).

                        A Participant ( ) may; ( ) may not elect to
                        recharacterize Excess Contributions as Thrift
                        Contributions.

                        Participants who elect to recharacterize Excess
                        Contributions for the preceding Plan Year as Thrift
                        Contributions must submit their elections in writing to
                        the Committee by [....] (enter date no later than 2 1/2
                        months after close of the Plan Year).

            5.    Matching Contributions

                  ( )   Not permitted.

                  (X)   Permitted.

                        (X)   The Employer shall or may (in the event that the
                              Matching Contribution amount is within the
                              discretion of the Employer) make Matching
                              Contributions to the Plan with respect to (any one
                              or a combination of the following may be
                              selected):



                                       18
<PAGE>

                              (X) Elective Deferrals.

                              ( )   Thrift Contributions.

                              ( )   Combined Contributions.

                        Such Matching Contributions will be made on behalf of:

                              (X)   All Participants who make such
                                    contribution(s).

                              ( )   All Participants who are Non-Highly
                                    Compensated Employees who make such
                                    contribution(s).

                        The amount of such Matching Contributions made on behalf
                        of each such Participant shall be:

                        (i)   Elective Deferrals (any one or a combination of
                              the following may be selected) -

                              ( )   An amount or percentage fixed by
                                    appropriate action of the Employer.

                              (X) [50]% of the Elective Deferrals.

                              ( )   [....]% of the first [....]% of Compensation
                                    contributed as an Elective Deferral, plus

                                    [....]% of the next [....]% of Compensation
                                    contributed as an Elective Deferral, plus

                                    [....]% of the next [....]% of Compensation
                                    contributed as an Elective Deferral.

                              The Employer shall not match Elective Deferrals as
                              provided above in excess of $[....] or in excess
                              of [7.5]% of the Participant's Compensation.



                                       19
<PAGE>

                              The Employer shall not match Elective Deferrals
                              made by the following class(es) of Employees:
                              [....]

                        (ii)  Thrift Contributions (any one or a combination of
                              the following may be selected)-

                              ( )   An amount or percentage fixed by
                                    appropriate action of the Employer.

                              ( )   $[....] for each dollar of Thrift
                                    Contributions.

                              ( )   [....]% of the Thrift Contributions.

                              ( )   [....]% of the first [....]% of Compensation
                                    contributed, plus [....]% of the next [...]%
                                    of Compensation contributed, plus [....]% of
                                    the remaining Compensation contributed.

                              The Employer shall not match Thrift Contributions
                              as provided above in excess of $[....] or in
                              excess of [....]% of the Participant's
                              Compensation.

                              The Employer shall not match Thrift Contributions
                              made by the following class(es) of Employees:
                              [...]

                        (iii) Combined Contributions (any one or a combination
                              of the following may be selected).

                              ( )   An amount fixed by appropriate action of the
                                    Employer.

                              ( )   [....]% of Combined Contributions.

                              ( )   [....]% of Elective Deferrals, plus [....]%
                                    of Thrift contributions.

                              ( )   [....]% of the first [....]% of Compensation
                                    contributed, plus [....]% of the next [...]%
                                    of Compensation contributed, plus [....]% of
                                    the remaining Compensation contributed.



                                       20

<PAGE>

                        The Employer shall not match Combined Contributions as
                        provided above in excess of $[....] or in excess of
                        [....]% of the Participant's Compensation.

                        The Employer shall not match Combined Contributions made
                        by the following class(es) of Employees: [....]

                  Matching Contributions shall be made each:

                        (X)   Payroll period.

                        ( )   Month.

                        ( )   Quarter.

                        ( )   Plan Year.

                  Allocation of Matching Contributions --

                  In order to share in the allocation of Matching Contributions
                  (and forfeitures, if forfeitures are reallocated to
                  participants) a Participant:

                        ( )   Must be employed on the last day of the payroll
                              period.

                        ( )   Must be employed on the last day of the Month.

                        ( )   Must be employed on the last day of the Quarter.

                        ( )   Must be employed on the last day of the Plan Year.

                        unless the Participant terminates employment on account
                        of:

                              ( )   Death.

                              ( )   Disability.

                              ( )   Attainment of Early Retirement Age.



                                       21
<PAGE>

                              ( )   Attainment of Normal Retirement Age.

                              ( )   Employer approved leave of absence.

                        ( )   Must have ( ) 501 Hours of Service; ( ) [....]
                              Hours of Service (cannot exceed 1,000).  Note: Not
                              applicable if elapsed time method of crediting
                              service is elected.

            6.    Qualified Matching Contributions

                        ( )   Not permitted.

                        (X)   Permitted.

                              (X)   The Employer shall or may (in the event that
                                    the Qualified Matching Contribution amount
                                    is within the discretion of the Employer)
                                    make Qualified Matching Contributions.

                        Qualified Matching Contributions will be made on behalf
                        of:

                        ( )   All Participants who make Elective Deferrals.

                        (X)   All Participants who are Non-Highly Compensated
                              Employees and who make Elective Deferrals.

                        The amount of such Qualified Matching Contributions made
                        on behalf of each Participant shall be (any one or a
                        combination of the following may be selected):

                        (X)   An amount or percentage fixed by appropriate
                              action by the Employer.

                        ( )   [....]% of the Elective Deferrals.

                  The Employer shall not match Elective Deferrals as provided
                  above in excess of $[....] or in excess of [....]% of the
                  Participant's Compensation.



                                       22
<PAGE>

            7.    Qualified Nonelective Contributions

                  ( )   Not permitted.

                  (X)   The Employer shall have the discretion to contribute
                        Qualified Nonelective Contributions for any Plan Year in
                        an amount to be determined each year by the Employer.

                        Qualified Nonelective Contributions will be made on
                        behalf of (select as appropriate):

                        ( ) All Eligible Employees.

                        ( )   All Participants who make Elective Deferrals.

                        (X)   All Participants who are Non-Highly Compensated
                              Employees and who make Elective Deferrals.

                        ( )   All Participants who are Non-Highly Compensated
                              Employees.

                        ( )   All Non-Key Employees.

      B.    Forfeitures (Do not complete if 100% immediate vesting is elected).

            Forfeitures of Employer Discretionary Contributions, Matching
            Contributions or Excess Aggregate Contributions shall be:

            ( )   Allocated to participants in the manner provided in Sections
                  4.2 and 4.7(d)(2) of the Plan.

            (X)   Used to reduce:

                  (X) any future Employer contributions.

                  ( )   Plan expenses.



                                       23
<PAGE>

      C.    Contributions Not Limited by Net Profits

            Indicate for each type of Employer contribution allowed under the
            Plan whether such contributions are to be limited to Net Profits of
            the Employer for the taxable year of the Employer ending with or
            within the Plan Year:

                  ( )   Yes   (X)   No    Employer Discretionary Contributions

                  ( )   Yes   (X)   No    Elective Deferrals

                  ( )   Yes   (X)   No    Qualified Nonelective Contributions

                  ( )   Yes   (X)   No    Matching Contributions

                  ( )   Yes   (X)   No    Qualified Matching Contributions.


XII.  DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS

      A.    Accounts shall be distributable upon a Participant's separation from
            service, death, or Total and Permanent Disability, and, in addition:

            (X)   Termination of the Plan without establishment or maintenance
                  of a successor plan.

            (X)   The disposition to an entity that is not an Affiliated
                  Employer of substantially all of the assets used by the
                  Employer in a trade or business, but only if the Employer
                  continues to maintain the Plan and only with respect to
                  participants who continue employment with the acquiring
                  corporation.

            ( )   Upon attainment of the Plan's Normal Retirement Age.

            (X)   The disposition to an entity that is not an Affiliated
                  Employer of the Employer's interest in a subsidiary, but only
                  if the Employer continues to maintain the Plan and only with
                  respect to Participants who continue employment with such
                  subsidiary.



                                       24
<PAGE>

            ( )   Vested portion of Employer Discretionary Contributions on
                  account of a Participant's financial hardship to the extent
                  permitted by Section 4.9 of the Plan.

            ( )   Vested portion of Employer Matching Contributions on account
                  of a Participant's financial hardship to the extent permitted
                  by Section 4.9 of the Plan.

      B.    In addition to A above, Elective Deferrals, Qualified Nonelective
            Contributions and Qualified Matching Contributions (as applicable)
            and income allocable to such amounts shall be distributable:

            (X)   Upon the Participant's attainment of age 59 1/2.

            (X)   On account of a Participant's financial hardship, to the
                  extent permitted by Section 4.9 of the Plan (Elective
                  Deferrals Only).

      C.    In-service withdrawals from a Participant's: (X) Employer
            Discretionary Contribution Account; (X) Matching Contribution
            Account; (X) Transfer Account, if any (X) shall; ( ) shall not be
            permitted upon the attainment of age 59 1/2. NOTWITHSTANDING SECTION
            4.8(A) OF THE PLAN, A PARTICIPANT NEED NOT BE 100% VESTED AT THE
            TIME OF SUCH DISTRIBUTION, PROVIDED THAT SUCH WITHDRAWALS SHALL BE
            PERMITTED ONLY FROM THE VESTED PORTION OF THE PARTICIPANT'S
            ACCOUNTS.

IN ADDITION TO A, B AND C ABOVE, AND NOTWITHSTANDING SECTION 10.3 OF THE PLAN,
THE PARTICIPANT'S ROLLOVER ACCOUNT SHALL BE DISTRIBUTABLE UPON THE PARTICIPANT'S
ATTAINMENT OF AGE 59 1/2.

      D.    Distribution of benefits upon separation of service, retirement or
            death of a Participant ( ) shall; (X) shall not be subject to the
            Automatic Annuity rules of Section 8.2 of the Plan.

      E.    (Complete only if the Plan is not subject to the Automatic Annuity
            rules of Section 8.2.) Check the appropriate optional forms of
            benefit that shall be available under the Plan (if left blank, the
            provisions of Section 8.6(a) of this Plan shall apply):

                  [X] Single lump sum payment.



                                       25
<PAGE>

                  [ ]   Installment payments pursuant to Section 8.6(a) of the
                        Plan.

      F.    The following optional forms of benefit shall be available in
            addition to the optional forms of benefit available under Section
            8.6 of the Plan (Note: If the Plan is not subject to the Automatic
            Annuity rules of Section 8.2 and the Participant is permitted to
            select an annuity as an optional form of benefit, then the Automatic
            Annuity rules of Section 8.2 shall apply to such participant):


            [Note: If the Plan is an amendment and restatement of an existing]
            Plan, optional forms of benefit protected under Section 411(d)(6) of
            the Code may not be eliminated, unless permitted by IRS Regulations
            Sections 1.401(a)-(4) and 1.411(d)-4].


XIII. VESTING SERVICE

      In order to be credited with a year of Service for vesting purposes, a
      Participant shall complete [1000] (not to exceed 1,000) Hours of Service.
      (Not applicable if elapsed time method of crediting service for vesting
      purposes is elected).

      Note: In the case of Employees in the Maritime Industry, for purposes of a
      year of Service, refer to Section 1.56 of the Plan.


XIV.  VESTING SERVICE - EXCLUSIONS

      All of an Employee's years of Service with the Employer shall be counted
      to determine the vested interest of such Employee except:

      ( ) Years of Service before age 18.

      ( )   Years of Service before the Employer maintained this Plan or a
            predecessor plan.

      ( )   Years of Service before the effective date of ERISA if such Service
            would have been disregarded under the Service Break rules of the
            prior plan in effect from time to time before such date.  For this
            purpose, Service Break rules are rules which result in the loss of
            prior vesting or benefit accruals,



                                       26
<PAGE>

            or deny an Employee's eligibility to participate by reason of
            separation or failure to complete a required period of Service
            within a specified period of time.


XV.   VESTING SCHEDULES

      The vested interest of each Employee (who has an Hour of Service on or
      after January 1, 1989) in his Employer-derived account balance shall be
      determined on the basis of the following schedules:

      A.  Employer Discretionary Contributions.

            ( )   100% immediately vested.  [Note:  Mandatory if more than 1]
                  Eligibility Year of Service is required.]

            ( )   100% immediately vested after [...] (not to exceed 5) years of
                  Service.

            ( )   [....]% (not less than 20%) vested for each year of Service,
                  beginning with the [....] (not more than the 3rd) year of
                  Service until 100% vested.

            (X)   Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
                  AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
                  (Must be at least as favorable as any one of the above 3
                  options).

                  AND

            ( )   Effective Date Vesting.  Each Employee who is a Participant on
                  the Effective Date shall be 100% immediately vested.


      B.    Matching Contributions.

            ( )   100% immediately vested.  [Note:  Mandatory if more than 1]
                  Eligibility Year of Service is required.]

            ( )   100% immediately vested after [  ] (not to exceed 5) years of
                  Service.



                                       27
<PAGE>

            ( )   [....]% (not less than 20%) vested for each year of Service,
                  beginning with the [....] (not more than the 3rd) year of
                  Service until 100% vested.

            (X)   Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
                  AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
                  (Must be at least as favorable as any one of the above 3
                  options).

                  AND

            ( )   Effective Date Vesting.  Each Employee who is a Participant on
                  the Effective Date shall be 100% immediately vested.


      C.    Top Heavy Minimum Vesting Schedules.

            One of the following schedules will be used for years when the Plan
            is or is deemed to be Top-Heavy.

            ( )   100% immediately vested after [....] (not to exceed 3) years
                  of Service.

            ( )   20% vested after 2 years of Service, plus [....]% vested (not
                  less than 20%) for each additional year of Service until 100%
                  vested.

            (X)   Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
                  AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
                  (Note: must be at least as favorable as either of the two
                  schedules in this Section C).

            If the vesting schedule under the Plan shifts in or out of the
            Minimum Schedule above for any Plan Year because of the Plan's
            Top-Heavy status, such shift is an amendment to the vesting schedule
            and the election in Section 7.3 of the Plan applies.


XVI.  LIFE INSURANCE

      Life insurance ( ) shall; (X) shall not be a permissible investment.



                                       28
<PAGE>

XVII. LOANS

      Loans (X) shall; ( ) shall not be permitted.


XVIII.  TOP-HEAVY PROVISIONS

      A.  Top Heavy Status

            ( )   The provisions of Article XIII of the Plan shall always apply.

            (X)   The provisions of Article XIII of the Plan shall only apply in
                  Plan Years after 1983, during which the Plan is or becomes
                  Top-Heavy.

      B.  Minimum Allocations

            If a Participant in this Plan who is a Non-Key Employee is covered
            under another qualified plan maintained by the Employer, the minimum
            Top Heavy allocation or benefit required under Section 416 of the
            Code shall be provided to such Non-key Employee under: N/A

                  ( )   this Plan.

                  ( )   the Employer's other qualified defined contribution
                        plan.

                  ( )   the Employer's qualified defined benefit plan.

      C.  Determination of Present Value

            If the Employer maintains a defined benefit plan in addition to this
            Plan, and such plan fails to specify the interest rate an mortality
            table to be used for purposes of establishing present value to
            compute the Top-Heavy Ratio, then the following assumptions shall be
            used: N/A

                  Interest Rate: [....]%

                  Mortality Table: [....]



                                       29
<PAGE>

XIX.  LIMITATION ON ALLOCATIONS

            If the adopting Employer maintains or has ever maintained another
            qualified plan in which any Participant in this Plan is (or was) a
            Participant or could possibly become a Participant, the adopting
            Employer must complete this Section. The Employer must also complete
            this Section if it maintains a welfare benefit fund, as defined in
            Section 419(e) of the Code, or an individual medical account, as
            defined in Section 415(l)(2) of the Code, under which amounts are
            treated as Annual Additions with respect to any Participant in the
            Plan.

            (a)   If the Participant is covered under another qualified defined
                  contribution plan maintained by the Employer, other than a
                  Master or Prototype Plan, Annual Additions for any Limitation
                  Year shall be limited to comply with Section 415(c) of the
                  Code: N/A

                  ( )   in accordance with Sections 6.4(e) - (j) as though the
                        other plan were a Master or Prototype Plan.

                  ( )   by freezing or reducing Annual Additions in the other
                        qualified defined contribution plan.

                  ( )   other:

            (b)   If a Participant is or has ever been a Participant in a
                  qualified defined benefit plan maintained by the Employer, the
                  "1.0" aggregate limitation of Section 415(e) of the Code shall
                  be satisfied by: N/A

                  ( )   freezing or reducing the rate of benefit accrual under
                        the qualified defined benefit plan.

                  ( )   freezing or reducing the Annual Additions under this
                        Plan (or, if the Employer maintains more than one
                        qualified defined contribution plan, as indicated in (a)
                        above).

                  ( )   other: _____________________________



                                       30
<PAGE>


XX.   INVESTMENTS

      (X)   Participants (X) shall; ( ) shall not be permitted to direct the
            investment of their Accounts in the investment options selected by
            the Employer or the Committee.

      ( )   Investment of participant Accounts shall be directed consistent with
            rules and procedures established by the Committee.  Such rules shall
            be applied to all Participants in a uniform and nondiscriminatory
            basis.


XXI.  TRANSFERS

      Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
      permitted.

      If permitted, indicate additional prior plan provisions, if applicable:
      [....].


XXII. ROLLOVERS

      Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
      permitted.


XXIII. EMPLOYER REPRESENTATIONS

      The Employer hereby represents that:

            a.    It is aware of, and agrees to be bound by, the terms of the
                  Plan.

            b.    It understands that the Sponsor will not furnish legal or tax
                  advice in connection with the adoption or operation of the
                  Plan and has consulted legal and tax counsel to the extent
                  necessary.

            c.    The failure to properly fill out this Adoption Agreement may
                  result in disqualification of the Plan.



                                       31
<PAGE>


XXIV. RELIANCE ON PLAN QUALIFICATION

      The adopting Employer may not rely on an opinion letter issued by the
      National Office of the Internal Revenue Service as evidence that the Plan
      is qualified under Section 401 of the Code. In order to obtain reliance
      with respect to plan qualification, the Employer must apply to the
      appropriate key district office of the Internal Revenue Service for a
      determination letter.


XXV.  PROTOTYPE PLAN DOCUMENTS

      This Adoption Agreement may be used only in conjunction with the Dreyfus
      Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
      Dreyfus Trust Agreement both as amended from time to time. In the event
      the Sponsor amends the Basic Plan Document or this Adoption Agreement or
      discontinues this type of plan, it will inform the Employer. The Sponsor,
      The Dreyfus Corporation, is available to answer questions regarding the
      intended meaning of any Plan provisions, adoption of the Plan and the
      effect of an Opinion Letter at 144 Glenn Curtiss Boulevard, Uniondale, New
      York 11556-0144 [(516) 338-3418].



                                       32
<PAGE>

      IN WITNESS WHEREOF, the Employer and the Trustee have executed this
      instrument the day 2nd of January, 2001. If applicable, the appropriate
      corporate seal has been affixed and attested to.



                                 BENCHMARK ELECTRONICS, INC.
                                                            -
                                 (Name of Business Entity)


                                 -----------------------------
                                 Signature(Sole Proprietors only)


                                 BY: Gayla J Delly, VP Finance
                                     -----------------------------------
                                 Name and Title (Corporations or Partnerships)

      ATTEST:

       Lenora Gurtan
      ---------------------------
      Secretary (Corporations only)


      SEAL:

                                    BOSTON SAFE DEPOSIT AND TRUST COMPANY
                                    (Name(s) of Trustee(s))

                                      /s/ John Geli
                                     ----------------------------
                                     Signature (Individual Trustee)


                                     ----------------------------
                                     Signature (Individual Trustee)


                                     BY: ----------------------------------
                                     Name and Title (Corporate Trustee only)




                                       33