EXHIBIT 10.17


                                 ZILOG, INC.



                      1998 LONG-TERM STOCK INCENTIVE PLAN













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                                    TABLE OF CONTENTS

                                                                        Page

ARTICLE 1.      INTRODUCTION                                             1

ARTICLE 2.      ADMINISTRATION                                           1
        2.1     Committee Composition                                    1
        2.2     Committee Responsibilities                               1

ARTICLE 3.      SHARES AVAILABLE FOR GRANTS.                             2
        3.1     Basic Limitation                                         2
        3.2     Additional Shares                                        2
        3.3     Dividend Equivalents                                     2

ARTICLE 4.      ELIGIBILITY                                              2
        4.1     General Rules                                            2
        4.2     Incentive Stock Options                                  2

ARTICLE 5.      OPTIONS                                                  3
        5.1     Stock Option Agreement                                   3
        5.2     Number of Shares                                         3
        5.3     Exercise Price                                           3
        5.4     Exercisability and Term                                  3
        5.5     Effect of Change in Control                              4
        5.6     Modification or Assumption of Options.                   4

ARTICLE 6.      PAYMENT FOR OPTION SHARES                                4
        6.1     General Rule                                             4
        6.2     Surrender of Stock                                       4
        6.3     Exercise/Sale                                            4
        6.4     Exercise/Pledge                                          5
        6.5     Promissory Note                                          5
        6.6     Other Forms of Payment                                   5

ARTICLE 7.      STOCK APPRECIATION RIGHTS                                5
        7.1     SAR Agreement                                            5
        7.2     Number of Shares                                         5
        7.3     Exercise Price                                           5
        7.4     Exercisability and Term                                  5
        7.5     Effect of Change in Control                              6
        7.6     Exercise of SARs                                         6
        7.7     Modification or Assumption of SARs.                      6

ARTICLE 8.      RESTRICTED SHARES AND STOCK UNITS                        6
        8.1     Time, Amount and Form of Awards                          6
        8.2     Payment for Awards                                       6
        8.3     Vesting Conditions                                       6
        8.4     Form and Time of Settlement of Stock Units               7
        8.5     Death of Recipient                                       7
        8.6     Creditors' Rights                                        7

ARTICLE 9.      VOTING AND DIVIDEND RIGHTS                               7
        9.1     Restricted Shares                                        7
        9.2     Stock Units                                              8

ARTICLE 10.     PROTECTION AGAINST DILUTION                              8
        10.1     Adjustments                                             8
        10.2     Reorganizations                                         8

ARTICLE 11.     AWARDS UNDER OTHER PLANS                                 9

ARTICLE 12.     LIMITATION ON RIGHTS                                     9
        12.1     Retention Rights                                        9
        12.2     Shareholders' Rights                                    9
        12.3     Regulatory Requirements                                 9

ARTICLE 13.     LIMITATION ON PAYMENTS                                   9
        13.1     Basic Rule                                              9
        13.2     Reduction of Payments                                  10
        13.3     Overpayments and Underpayments                         10
        13.4     Related Corporations                                   11

ARTICLE 14.     WITHHOLDING TAXES                                       11
        14.1     General                                                11
        14.2     Share Withholding                                      11

ARTICLE 15.     ASSIGNMENT OR TRANSFER OF AWARDS                        11
        15.1     General                                                11
        15.2     Trusts                                                 12

ARTICLE 16.     FUTURE OF THE PLAN                                      12
        16.1     Term of the Plan                                       12
        16.2     Amendment or Termination                               12

ARTICLE 17.     DEFINITIONS                                             12

ARTICLE 18.     EXECUTION                                               15




















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                 ZILOG, INC. 1998 LONG-TERM STOCK INCENTIVE PLAN


        ARTICLE 1.  INTRODUCTION.

        The Plan was adopted by the Board on August 14, 1998, subject to 
approval by the Company's shareholders.  The Plan is effective August 14, 
1998.

        The purpose of the Plan is to promote the long-term success of the 
Company and the creation of shareholder value by (a) encouraging Key 
Employees to focus on critical long-range objectives, (b) encouraging the 
attraction and retention of Key Employees with exceptional qualifications 
and (c) linking Key Employees directly to shareholder interests through 
increased stock ownership.  The Plan seeks to achieve this purpose by 
providing for Awards in the form of Restricted Shares, Stock Units, 
Options (which may constitute incentive stock options or nonstatutory 
stock options) or stock appreciation rights.

        The Plan shall be governed by, and construed in accordance with, 
the laws of the State of California (except their choice-of-law 
provisions).

        ARTICLE 2.  ADMINISTRATION.

        2.1     Committee Composition.  The Plan shall be administered by a 
Committee appointed by the Board.  Effective with the Company's initial 
public offering, the Committee shall consist of two or more directors of 
the Company who shall satisfy the requirements of Rule 16b-3 (or its 
successor) under the Exchange Act with respect to the grant of Awards to 
persons who are officers or directors of the Company under Section 16 of 
the Exchange Act or the Board itself.

The Board may also appoint one or more separate committees of the Board, 
each composed of one or more directors of the Company who need not 
qualify under Rule 16b-3, who may administer the Plan with respect to Key 
Employees who are not considered officers or directors of the Company 
under Section 16 of the Exchange Act, may grant Awards under the Plan to 
such Key Employees and may determine all terms of such Awards.

        2.2     Committee Responsibilities.  The Committee shall:

                (a)  select the Key Employees who are to receive Awards 
under the Plan;

                (b)  determine the type, number, vesting requirements 
and other features and conditions of such Awards;

                (c)  interpret the Plan; and

                (d)  make all other decisions relating to the operation 
of the Plan.

The Committee may adopt such rules or guidelines as it deems appropriate 
to implement the Plan.  The Committee's determinations under the Plan 
shall be final and binding on all persons.

        ARTICLE 3.  SHARES AVAILABLE FOR GRANTS.

        3.1     Basic Limitation.  Common Shares issued pursuant to the Plan 
shall be authorized but unissued shares or treasury shares.  The 
aggregate number of Common Shares reserved for award as Restricted 
Shares, Stock Units, Options and SARs shall be limited to 2,500,000 
Common Shares (after giving effect to the 2-for-1 stock split approved by 
the Board of Directors on August 14, 1998) on a fully diluted basis.  The 
limitation of this Section 3.1 shall be subject to adjustment pursuant to 
Article 10.

        3.2     Additional Shares.  If Stock Units, Options or SARs are 
forfeited or if Options or SARs terminate for any other reason before 
being exercised, then such Stock Units, Options or SARs shall again 
become available for Awards under the Plan.  If SARs are exercised, then 
only the number of Common Shares (if any) actually issued in settlement 
of such SARs shall reduce the number available under Section 3.1 and the 
balance shall again become available for Awards under the Plan.  If 
Restricted Shares are forfeited before any dividends have been paid with 
respect to such Restricted Shares, then such Restricted Shares shall 
again become available for Awards under the Plan.

        3.3     Dividend Equivalents.  Any dividend equivalents distributed 
under the Plan shall not be applied against the number of Restricted 
Shares, Stock Units, Options or SARs available for Awards, whether or not 
such dividend equivalents are converted into Stock Units.

        ARTICLE 4.  ELIGIBILITY.

        4.1     General Rules.  Only Key Employees (including, without 
limitation, independent contractors who are not members of the Board) 
shall be eligible for designation as Participants by the Committee.

        4.2     Incentive Stock Options.  Only Key Employees who are common-
law employees of the Company, a Parent or a Subsidiary shall be eligible 
for the grant of ISOs.  In addition, a Key Employee who owns more than 
ten percent (10%) of the total combined voting power of all classes of 
outstanding stock of the Company or any of its Parents or Subsidiaries 
shall not be eligible for the grant of an ISO unless the requirements set 
forth in section 422(c)(5) of the Code are satisfied.

        ARTICLE 5.  OPTIONS.

        5.1     Stock Option Agreement.  Each grant of an Option under the 
Plan shall be evidenced by a Stock Option Agreement between the Optionee 
and the Company.  Such Option shall be subject to all applicable terms of 
the Plan and may be subject to any other terms that are not inconsistent 
with the Plan.  The Stock Option Agreement shall specify whether the 
Option is an ISO or an NSO.  The provisions of the various Stock Option 
Agreements entered into under the Plan need not be identical.  A Stock 
Option Agreement may provide that new Options will be granted 
automatically to the Optionee when he or she exercises the prior Options.

        5.2     Number of Shares.  Each Stock Option Agreement shall specify 
the number of Common Shares subject to the Option and shall provide for 
the adjustment of such number in accordance with Article 10.

        5.3     Exercise Price.  Each Stock Option Agreement shall specify 
the Exercise Price; provided that the Exercise Price under an ISO shall 
in no event be less than one-hundred percent (100%) of the Fair Market 
Value of a Common Share on the date of grant.  In the case of an NSO, a 
Stock Option Agreement may specify an Exercise Price that varies in 
accordance with a predetermined formula while the NSO is outstanding.  To 
the extent required by applicable law, the exercise price will not be 
less than 85% of the Fair Market Value of a Common Share on the date of 
grant.

        5.4     Exercisability and Term.  Each Stock Option Agreement shall 
specify the date when all or any installment of the Option is to become 
exercisable.  To the extent required by applicable law, Options shall 
vest at least as rapidly as 20% annually over a five-year period.  The 
Stock Option Agreement shall also specify the term of the Option; 
provided that the term of an ISO, and to the extent required by 
applicable law a NSO, shall in no event exceed ten (10) years from the 
date of grant.  To the extent required by applicable law, Options shall 
be exercisable for a period of six months following termination of 
employment due to death or disability and 30 days following termination 
of employment (other than terminations for cause, as defined in the 
Company's personnel policies).  A Stock Option Agreement may provide for 
accelerated exercisability in the event of the Optionee's death, 
disability or retirement or other events and may provide for expiration 
prior to the end of its term in the event of the termination of the 
Optionee's service.  Options may be awarded in combination with SARs, and 
such an Award may provide that the Options will not be exercisable unless 
the related SARs are forfeited.  NSOs may also be awarded in combination 
with Restricted Shares or Stock Units, and such an Award may provide that 
the NSOs will not be exercisable unless the related Restricted Shares or 
Stock Units are forfeited.

        5.5     Effect of Change in Control.  The Committee may determine, at 
the time of granting an Option or thereafter, that such Option shall 
become fully exercisable as to all Common Shares subject to such Option 
in the event that a Change in Control occurs with respect to the Company.  
If the Committee finds that there is a reasonable possibility that, 
within the succeeding six months, a Change in Control will occur with 
respect to the Company, then the Committee at its sole discretion may 
determine that any or all outstanding Options shall become fully 
exercisable as to all Common Shares subject to such Options.

        5.6     Modification or Assumption of Options.  Within the 
limitations of the Plan, the Committee may modify, extend or assume 
outstanding options or may accept the cancellation of outstanding options 
(whether granted by the Company or by another issuer) in return for the 
grant of new options for the same or a different number of shares and at 
the same or a different exercise price.  The foregoing notwithstanding, 
no modification of an Option shall, without the consent of the Optionee, 
alter or impair his or her rights or obligations under such Option.




        ARTICLE 6.  PAYMENT FOR OPTION SHARES.

        6.1     General Rule.  The entire Exercise Price of Common Shares 
issued upon exercise of Options shall be payable in cash at the time when 
such Common Shares are purchased, except as follows:

                (a)  In the case of an ISO granted under the Plan, 
payment shall be made only pursuant to the express provisions 
of the applicable Stock Option Agreement.  The Stock Option 
Agreement may specify that payment may be made in any form(s) 
described in this Article 6.

                (b)  In the case of an NSO, the Committee may at any 
time accept payment in any form(s) described in this Article 
6.

        6.2     Surrender of Stock.  To the extent that this Section 6.2 is 
applicable, payment for all or any part of the Exercise Price may be made 
with Common Shares which have already been owned by the Optionee for such 
duration as shall be specified by the Committee.  Such Common Shares 
shall be valued at their Fair Market Value on the date when the new 
Common Shares are purchased under the Plan.

        6.3     Exercise/Sale.  To the extent that this Section 6.3 is 
applicable, payment may be made by the delivery (on a form prescribed by 
the Company) of an irrevocable direction to a securities broker approved 
by the Company to sell Common Shares and to deliver all or part of the 
sales proceeds to the Company in payment of all or part of the Exercise 
Price and any withholding taxes.

        6.4     Exercise/Pledge.  To the extent that this Section 6.4 is 
applicable, payment may be made by the delivery (on a form prescribed by 
the Company) of an irrevocable direction to pledge Common Shares to a 
securities broker or lender approved by the Company, as security for a 
loan, and to deliver all or part of the loan proceeds to the Company in 
payment of all or part of the Exercise Price and any withholding taxes.

        6.5     Promissory Note.  To the extent that this Section 6.5 is 
applicable, payment for all or any part of the Exercise Price may be made 
with a full-recourse promissory note.

        6.6     Other Forms of Payment.  To the extent that this Section 6.6 
is applicable, payment may be made in any other form that is consistent 
with applicable laws, regulations and rules.

        ARTICLE 7.  STOCK APPRECIATION RIGHTS.

        7.1     SAR Agreement.  Each grant of a SAR under the Plan shall be 
evidenced by a SAR Agreement between the Optionee and the Company.  Such 
SAR shall be subject to all applicable terms of the Plan and may be 
subject to any other terms that are not inconsistent with the Plan.  The 
provisions of the various SAR Agreements entered into under the Plan need 
not be identical.  SARs may be granted in consideration of a reduction in 
the Optionee's other compensation.

        7.2     Number of Shares.  Each SAR Agreement shall specify the 
number of Common Shares to which the SAR pertains and shall provide for 
the adjustment of such number in accordance with Article 10.

        7.3     Exercise Price.  Each SAR Agreement shall specify the 
Exercise Price.  A SAR Agreement may specify an Exercise Price that 
varies in accordance with a predetermined formula while the SAR is 
outstanding.

        7.4     Exercisability and Term.  Each SAR Agreement shall specify 
the date when all or any installment of the SAR is to become exercisable.  
The SAR Agreement shall also specify the term of the SAR.  A SAR 
Agreement may provide for accelerated exercisability in the event of the 
Optionee's death, disability or retirement or other events and may 
provide for expiration prior to the end of its term in the event of the 
termination of the Optionee's service.  SARs may also be awarded in 
combination with Options, Restricted Shares or Stock Units, and such an 
Award may provide that the SARs will not be exercisable unless the 
related Options, Restricted Shares or Stock Units are forfeited.  A SAR 
may be included in an ISO only at the time of grant but may be included 
in an NSO at the time of grant or at any subsequent time, but not later 
than six months before the expiration of such NSO.  A SAR granted under 
the Plan may provide that it will be exercisable only in the event of a 
Change in Control.

        7.5     Effect of Change in Control.  The Committee may determine, at 
the time of granting a SAR or thereafter, that such SAR shall become 
fully exercisable as to all Common Shares subject to such SAR in the 
event that a Change in Control occurs with respect to the Company.  If 
the Committee finds that there is a reasonable possibility that, within 
the succeeding six months, a Change in Control will occur with respect to 
the Company, then the Committee at its sole discretion may determine that 
any or all outstanding SARs shall become fully exercisable as to all 
Common Shares subject to such SARs.

        7.6     Exercise of SARs.  If, on the date when a SAR expires, the 
Exercise Price under such SAR is less than the Fair Market Value on such 
date but any portion of such SAR has not been exercised or surrendered, 
then such SAR shall automatically be deemed to be exercised as of such 
date with respect to such portion.  Upon exercise of a SAR, the Optionee 
(or any person having the right to exercise the SAR after his or her 
death) shall receive from the Company (a) Common Shares, (b) cash or (c) 
a combination of Common Shares and cash, as the Committee shall 
determine.  The amount of cash and/or the Fair Market Value of Common 
Shares received upon exercise of SARs shall, in the aggregate, be equal 
to the amount by which the Fair Market Value (on the date of surrender) 
of the Common Shares subject to the SARs exceeds the Exercise Price.

        7.7     Modification or Assumption of SARs.  Within the limitations 
of the Plan, the Committee may modify, extend or assume outstanding SARs 
or may accept the cancellation of outstanding SARs (whether granted by 
the Company or by another issuer) in return for the grant of new SARs for 
the same or a different number of shares and at the same or a different 
exercise price.  The foregoing notwithstanding, no modification of a SAR 
shall, without the consent of the Optionee, alter or impair his or her 
rights or obligations under such SAR.

        ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS.

        8.1     Time, Amount and Form of Awards.  Awards under the Plan may 
be granted in the form of Restricted Shares, in the form of Stock Units, 
or in any combination of both.  Restricted Shares or Stock Units may also 
be awarded in combination with NSOs or SARs, and such an Award may 
provide that the Restricted Shares or Stock Units will be forfeited in 
the event that the related NSOs or SARs are exercised.

        8.2     Payment for Awards.  No cash consideration shall be required 
of the recipients of Awards under this Article 8.

        8.3     Vesting Conditions.  Each Award of Restricted Shares or Stock 
Units shall become vested, in full or in installments, upon satisfaction 
of the conditions specified in the Stock Award Agreement.  A Stock Award 
Agreement may provide for accelerated vesting in the event of the 
Participant's death, disability or retirement or other events.  The 
Committee may determine, at the time of making an Award or thereafter, 
that such Award shall become fully vested in the event that a Change in 
Control occurs with respect to the Company.

        8.4     Form and Time of Settlement of Stock Units.  Settlement of 
vested Stock Units may be made in the form of (a) cash, (b) Common Shares 
or (c) any combination of both.  The actual number of Stock Units 
eligible for settlement may be larger or smaller than the number included 
in the original Award, based on predetermined performance factors.  
Methods of converting Stock Units into cash may include (without 
limitation) a method based on the average Fair Market Value of Common 
Shares over a series of trading days.  Vested Stock Units may be settled 
in a lump sum or in installments.  The distribution may occur or commence 
when all vesting conditions applicable to the Stock Units have been 
satisfied or have lapsed, or it may be deferred to any later date.  The 
amount of a deferred distribution may be increased by an interest factor 
or by dividend equivalents.  Until an Award of Stock Units is settled, 
the number of such Stock Units shall be subject to adjustment pursuant to 
Article 10.

        8.5     Death of Recipient.  Any Stock Units Award that becomes 
payable after the recipient's death shall be distributed to the 
recipient's beneficiary or beneficiaries.  Each recipient of a Stock 
Units Award under the Plan shall designate one or more beneficiaries for 
this purpose by filing the prescribed form with the Company.  A 
beneficiary designation may be changed by filing the prescribed form with 
the Company at any time before the Award recipient's death.  If no 
beneficiary was designated or if no designated beneficiary survives the 
Award recipient, then any Stock Units Award that becomes payable after 
the recipient's death shall be distributed to the recipient's estate.

        8.6     Creditors' Rights.  A holder of Stock Units shall have no 
rights other than those of a general creditor of the Company.  Stock 
Units represent an unfunded and unsecured obligation of the Company, 
subject to the terms and conditions of the applicable Stock Award 
Agreement.



        ARTICLE 9.  VOTING AND DIVIDEND RIGHTS.

        9.1     Restricted Shares.  The holders of Restricted Shares awarded 
under the Plan shall have the same voting, dividend and other rights as 
the Company's other shareholders.  A Stock Award Agreement, however, may 
require that the holders of Restricted Shares invest any cash dividends 
received in additional Restricted Shares.  Such additional Restricted 
Shares shall be subject to the same conditions and restrictions as the 
Award with respect to which the dividends were paid.  Such additional 
Restricted Shares shall not reduce the number of Common Shares available 
under Article 3.

        9.2     Stock Units.  The holders of Stock Units shall have no voting 
rights.  Prior to settlement or forfeiture, any Stock Unit awarded under 
the Plan may, at the Committee's discretion, carry with it a right to 
dividend equivalents.  Such right entitles the holder to be credited with 
an amount equal to all cash dividends paid on one Common Share while the 
Stock Unit is outstanding.  Dividend equivalents may be converted into 
additional Stock Units.  Settlement of dividend equivalents may be made 
in the form of cash, in the form of Common Shares, or in a combination of 
both.  Prior to distribution, any dividend equivalents which are not paid 
shall be subject to the same conditions and restrictions as the Stock 
Units to which they attach.

        ARTICLE 10.  PROTECTION AGAINST DILUTION.

        10.1     Adjustments.  In the event of a subdivision of the 
outstanding Common Shares, a declaration of a dividend payable in Common 
Shares, a declaration of a dividend payable in a form other than Common 
Shares in an amount that has a material effect on the price of Common 
Shares, a combination or consolidation of the outstanding Common Shares 
(by reclassification or otherwise) into a lesser number of Common Shares, 
a recapitalization, a spinoff or a similar occurrence, the Committee 
shall make such adjustments as it, in its sole discretion, deems 
appropriate in one or more of:

                (a)  the number of Options, SARs, Restricted Shares and 
Stock Units available for future Awards under Article 3;

                (b)  the number of Stock Units included in any prior 
Award which has not yet been settled;

                (c)  the number of Common Shares covered by each 
outstanding Option and SAR; or

                (d)  the Exercise Price under each outstanding Option 
and SAR.

Except as provided in this Article 10, a Participant shall have no rights 
by reason of any issue by the Company of stock of any class or securities 
convertible into stock of any class, any subdivision or consolidation of 
shares of stock of any class, the payment of any stock dividend or any 
other increase or decrease in the number of shares of stock of any class.

        10.2     Reorganizations.  In the event that the Company is a party 
to a merger or other reorganization, outstanding Options, SARs, 
Restricted Shares and Stock Units shall be subject to the agreement of 
merger or reorganization.  Such agreement may provide, without 
limitation, for the assumption of outstanding Awards by the surviving 
corporation or its parent, for their continuation by the Company (if the 
Company is a surviving corporation), for accelerated vesting and 
accelerated expiration, or for settlement in cash.

        ARTICLE 11.  AWARDS UNDER OTHER PLANS.

        The Company may grant awards under other plans or programs.  Such 
awards may be settled in the form of Common Shares issued under this 
Plan.  Such Common Shares shall be treated for all purposes under the 
Plan like Common Shares issued in settlement of Stock Units and shall, 
when issued, reduce the number of Common Shares available under 
Article 3.

        ARTICLE 12.  LIMITATION ON RIGHTS.

        12.1     Retention Rights.  Neither the Plan nor any Award granted 
under the Plan shall be deemed to give any individual a right to remain 
an employee, consultant or director of the Company, a Parent, a 
Subsidiary or an Affiliate.  The Company and its Parents and Subsidiaries 
reserve the right to terminate the service of any employee, consultant or 
director at any time, and for any reason, subject to applicable laws, the 
Company's certificate of incorporation and by-laws and a written 
employment agreement (if any).

        12.2     Shareholders' Rights.  A Participant shall have no dividend 
rights, voting rights or other rights as a shareholder with respect to 
any Common Shares covered by his or her Award prior to the issuance of a 
stock certificate for such Common Shares.  No adjustment shall be made 
for cash dividends or other rights for which the record date is prior to 
the date when such certificate is issued, except as expressly provided in 
Articles 8, 9 and 10.

        12.3     Regulatory Requirements.  Any other provision of the Plan 
notwithstanding, the obligation of the Company to issue Common Shares 
under the Plan shall be subject to all applicable laws, rules and 
regulations and such approval by any regulatory body as may be required.  
The Company reserves the right to restrict, in whole or in part, the 
delivery of Common Shares pursuant to any Award prior to the satisfaction 
of all legal requirements relating to the issuance of such Common Shares, 
to their registration, qualification or listing or to an exemption from 
registration, qualification or listing.

        ARTICLE 13.  LIMITATION ON PAYMENTS.

        13.1     Basic Rule.  Any provision of the Plan to the contrary 
notwithstanding, in the event that the independent auditors most recently 
selected by the Board (the "Auditors") determine that any payment or 
transfer by the Company to or for the benefit of a Participant, whether 
paid or payable (or transferred or transferable) pursuant to the terms of 
this Plan or otherwise (a "Payment"), would be nondeductible by the 
Company for federal income tax purposes because of the provisions 
concerning "excess parachute payments" in section 280G of the Code, then 
the aggregate present value of all Payments shall be reduced (but not 
below zero) to the Reduced Amount; provided that the Committee, at the 
time of making an Award under this Plan or at any time thereafter, may 
specify in writing that such Award shall not be so reduced and shall not 
be subject to this Article 13.  For purposes of this Article 13, the 
"Reduced Amount" shall be the amount, expressed as a present value, which 
maximizes the aggregate present value of the Payments without causing any 
Payment to be nondeductible by the Company because of section 280G of the 
Code.

        13.2     Reduction of Payments.  If the Auditors determine that any 
Payment would be nondeductible by the Company because of section 280G of 
the Code, then the Company shall promptly give the Participant notice to 
that effect and a copy of the detailed calculation thereof and of the 
Reduced Amount, and the Participant may then elect, in his or her sole 
discretion, which and how much of the Payments shall be eliminated or 
reduced (as long as after such election the aggregate present value of 
the Payments equals the Reduced Amount) and shall advise the Company in 
writing of his or her election within ten (10) days of receipt of notice.  
If no such election is made by the Participant within such ten (10)-day 
period, then the Company may elect which and how much of the Payments 
shall be eliminated or reduced (as long as after such election the 
aggregate present value of the Payments equals the Reduced Amount) and 
shall notify the Participant promptly of such election.  For purposes of 
this Article 13, present value shall be determined in accordance with 
section 280G(d)(4) of the Code.  All determinations made by the Auditors 
under this Article 13 shall be binding upon the Company and the 
Participant and shall be made within sixty (60) days of the date when a 
Payment becomes payable or transferable.  As promptly as practicable 
following such determination and the elections hereunder, the Company 
shall pay or transfer to or for the benefit of the Participant such 
amounts as are then due to him or her under the Plan and shall promptly 
pay or transfer to or for the benefit of the Participant in the future 
such amounts as become due to him or her under the Plan.

        13.3     Overpayments and Underpayments.  As a result of uncertainty 
in the application of section 280G of the Code at the time of an initial 
determination by the Auditors hereunder, it is possible that Payments 
will have been made by the Company which should not have been made (an 
"Overpayment") or that additional Payments which will not have been made 
by the Company could have been made (an "Underpayment"), consistent in 
each case with the calculation of the Reduced Amount hereunder.  In the 
event that the Auditors, based upon the assertion of a deficiency by the 
Internal Revenue Service against the Company or the Participant which the 
Auditors believe has a high probability of success, determine that an 
Overpayment has been made, such Overpayment shall be treated for all 
purposes as a loan to the Participant which he or she shall repay to the 
Company, together with interest at the applicable federal rate provided 
in section 7872(f)(2) of the Code; provided, however, that no amount 
shall be payable by the Participant to the Company if and to the extent 
that such payment would not reduce the amount which is subject to 
taxation under section 4999 of the Code.  In the event that the Auditors 
determine that an Underpayment has occurred, such Underpayment shall 
promptly be paid or transferred by the Company to or for the benefit of 
the Participant, together with interest at the applicable federal rate 
provided in section 7872(f)(2) of the Code.

        13.4     Related Corporations.  For purposes of this Article 13, the 
term "Company" shall include affiliated corporations to the extent 
determined by the Auditors in accordance with section 280G(d)(5) of the 
Code.

        ARTICLE 14.  WITHHOLDING TAXES.

        14.1     General.  To the extent required by applicable federal, 
state, local or foreign law, a Participant or his or her successor shall 
make arrangements satisfactory to the Company for the satisfaction of any 
withholding tax obligations that arise in connection with the Plan.  The 
Company shall not be required to issue any Common Shares or make any cash 
payment under the Plan until such obligations are satisfied.

        14.2     Share Withholding.  The Committee may permit a Participant 
to satisfy all or part of his or her withholding or income tax 
obligations by having the Company withhold all or a portion of any Common 
Shares that otherwise would be issued to him or her or by surrendering 
all or a portion of any Common Shares that he or she previously acquired.  
Such Common Shares shall be valued at their Fair Market Value on the date 
when taxes otherwise would be withheld in cash.  Any payment of taxes by 
assigning Common Shares to the Company may be subject to restrictions, 
including any restrictions required by rules of the Securities and 
Exchange Commission.

        ARTICLE 15.  ASSIGNMENT OR TRANSFER OF AWARDS.

        15.1     General.  Except as provided in Article 14, or in a stock 
option agreement, or as required by applicable law, an Award granted 
under the Plan shall not be anticipated, assigned, attached, garnished, 
optioned, transferred or made subject to any creditor's process, whether 
voluntarily, involuntarily or by operation of law.  An Option or SAR may 
be exercised during the lifetime of the Optionee only by him or her or by 
his or her guardian or legal representative.  Any act in violation of 
this Article 15 shall be void.  However, this Article 15 shall not 
preclude a Participant from designating a beneficiary who will receive 
any outstanding Awards in the event of the Participant's death, nor shall 
it preclude a transfer of Awards by will or by the laws of descent and 
distribution.

        15.2     Trusts.  Neither this Article 15 nor any other provision of 
the Plan shall preclude a Participant from transferring or assigning 
Restricted Shares or Stock Units to (a) the trustee of a trust that is 
revocable by such Participant alone, both at the time of the transfer or 
assignment and at all times thereafter prior to such Participant's death, 
or (b) the trustee of any other trust to the extent approved in advance 
by the Committee in writing.  A transfer or assignment of Restricted 
Shares or Stock Units from such trustee to any person other than such 
Participant shall be permitted only to the extent approved in advance by 
the Committee in writing, and Restricted Shares or Stock Units held by 
such trustee shall be subject to all of the conditions and restrictions 
set forth in the Plan and in the applicable Stock Award Agreement, as if 
such trustee were a party to such Agreement.



        ARTICLE 16.  FUTURE OF THE PLAN.

        16.1     Term of the Plan.  The Plan, as set forth herein, shall 
become effective on August 14, 1998, subject to approval by the Company's 
shareholders and no Awards shall be exercisable until such approval is 
obtained.  To the extent required by applicable law, the Plan shall 
terminate on August 13, 2008, except that the Plan may be terminated 
under Section 16.2; provided, however, that no ISO may be granted after 
August 13, 2008.

        16.2     Amendment or Termination.  The Board may, at any time and 
for any reason, amend or terminate the Plan.  An amendment of the Plan 
shall be subject to the approval of the Company's shareholders only to 
the extent required by applicable laws, regulations or rules.  No Awards 
shall be granted under the Plan after the termination thereof.  The 
termination of the Plan, or any amendment thereof, shall not affect any 
Award previously granted under the Plan.

        ARTICLE 17.  DEFINITIONS.

        17.1  "Affiliate" means any entity other than a Subsidiary, if the 
Company and/or one or more Subsidiaries own not less than 50% of such 
entity.

        17.2  "Award" means any award of an Option, a SAR, a Restricted 
Share or a Stock Unit under the Plan.

        17.3  "Board" means the Company's Board of Directors, as 
constituted from time to time.

        17.4  "Change in Control" means the occurrence of any "person" (as 
defined in Section 13(d) of the Exchange Act), other than the Company, 
its Parent or Subsidiary or employee benefit plan or trust maintained by 
the Company, its Parent or Subsidiary, becoming the "beneficial owner" 
(as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, 
of more than 25% of the Common Shares of the Company outstanding at such 
time, without the prior approval of the Board.

        17.5  "Code" means the Internal Revenue Code of 1986, as amended.

        17.6  "Committee" means a committee of the Board, as described in 
Article 2.

        17.7  "Common Share" means one share of the common stock of the 
Company.

        17.8  "Company" means Zilog, Inc., a Delaware corporation.

        17.9  "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

        17.10  "Exercise Price," in the case of an Option, means the amount 
for which one Common Share may be purchased upon exercise of such Option, 
as specified in the applicable Stock Option Agreement.  "Exercise Price," 
in the case of a SAR, means an amount, as specified in the applicable SAR 
Agreement, which is subtracted from the Fair Market Value of one Common 
Share in determining the amount payable upon exercise of such SAR.

        17.11  "Fair Market Value" means the market price of Common Shares, 
determined by the Committee as follows:

                (a)  If the Common Shares were traded over-the-counter on the 
date in question but were not classified as a national market 
issue, then the Fair Market Value shall be equal to the mean 
between the last reported representative bid and asked prices 
quoted by the NASDAQ system for such date;

                (b)  If the Common Shares were traded over-the-counter on the 
date in question and were classified as a national market issue, 
then the Fair Market Value shall be equal to the last-transaction 
price quoted by the NASDAQ system for such date;

                (c)  If the Common Shares were traded on a stock exchange on 
the date in question, then the Fair Market Value shall be equal to 
the closing price reported by the applicable composite transactions 
report for such date; and

                (d)  If none of the foregoing provisions is applicable, then 
the Fair Market Value shall be determined by the Committee in good 
faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the 
Committee shall be based on the prices reported in the Western Edition of 
The Wall Street Journal.  Such determination shall be conclusive and 
binding on all persons.

        17.12  "ISO" means an incentive stock option described in section 
422(b) of the Code.

        17.13  "Key Employee" means (a) a common-law employee of the 
Company, a Parent, a Subsidiary or an Affiliate or (b) a consultant or 
adviser who provides services to the Company, a Parent, a Subsidiary or 
an Affiliate as an independent contractor.

        17.14  "NSO" means an employee stock option not described in 
section 422 of the Code.

        17.15  "Option" means an ISO or NSO granted under the Plan and 
entitling the holder to purchase one Common Share.

        17.16  "Optionee" means an individual or estate who holds an Option 
or SAR.

        17.17  "Parent" means any corporation (other than the Company) in 
an unbroken chain of corporations ending with the Company, if each of the 
corporations other than the Company owns stock possessing fifty percent 
(50%) or more of the total combined voting power of all classes of stock 
in one of the other corporations in such chain.  A corporation that 
attains the status of a Parent on a date after the adoption of the Plan 
shall be considered a Parent commencing as of such date.

        17.18  "Participant" means an individual or estate who holds an 
Award.

        17.19  "Plan" means this Zilog, Inc. 1998 Long-Term Stock Incentive 
Plan, as it may be amended from time to time.

        17.20  "Restricted Share" means a Common Share awarded under the 
Plan.

        17.21  "SAR" means a stock appreciation right granted under the 
Plan.

        17.22  "Share" means one share of the common stock of the Company.

        17.23  "SAR Agreement" means the agreement between the Company and 
an Optionee which contains the terms, conditions and restrictions 
pertaining to his or her SAR.

        17.24  "Stock Award Agreement" means the agreement between the 
Company and the recipient of a Restricted Share or Stock Unit which 
contains the terms, conditions and restrictions pertaining to such 
Restricted Share or Stock Unit.

        17.25  "Stock Option Agreement" means the agreement between the 
Company and an Optionee which contains the terms, conditions and 
restrictions pertaining to his or her Option.

        17.26  "Stock Unit" means a bookkeeping entry representing the 
equivalent of one Common Share, as awarded under the Plan.

        17.27  "Subsidiary" means any corporation (other than the Company) 
in an unbroken chain of corporations beginning with the Company, if each 
of the corporations other than the last corporation in the unbroken chain 
owns stock possessing fifty percent (50%) or more of the total combined 
voting power of all classes of stock in one of the other corporations in 
such chain.  A corporation that attains the status of a Subsidiary on a 
date after the adoption of the Plan shall be considered a Subsidiary 
commencing as of such date.

        ARTICLE 18.  EXECUTION.

        To record the adoption of the Plan by the Board, the Company has 
caused its duly authorized officer to affix the corporate name and seal 
hereto.

                                   ZILOG, INC.



                                   By ________________________________