Savings And Retirement Plan Dated 3/31/95

The ALPHA INDUSTRIES, INC. SAVINGS & RETIREMENT PLAN


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INTRODUCTION


WHEREAS, the Alpha Industries, Inc. Savings & Retirement Plan was established as of April 1, 1986 by Alpha Industries, Inc. as a profit sharing plan with a qualified cash or deferred arrangement within the meaning of section 401(k) of the Internal Revenue code of 1986, as amended (the "Plan");


WHEREAS, effective March 31, 1995 the Plan has been amended and restated as set forth in this plan document in order to incorporate the merger of the Alpha Industries, Inc. Employee Stock Ownership Plan into the Plan as of that date;


WHEREAS, the provisions of this restated Plan shall apply only after March 30, 1995 and only with respect to employees who are employed after that date, so that all Plan rights and benefits of former employees shall be determined in accordance with the Plan provisions in effect upon the date that their employment terminated;


NOW THEREFORE, Alpha Industries, Inc. hereby establishes and adopts the following March 31, 1995 restatement of the Alpha Industries, Inc. Savings & Retirement Plan.


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TABLE OF CONTENTS


PAGE I. Definitions


1.1 Account 1
1.2 Anniversary Date 1
1.3 Associated Controlled Group 1
1.4 Beneficiary 1
1.5 Break in Service 1
1.6 Code 2
1.7 Compensation 2
1.8 Computation Period 2
1.9 Disability 2
1.10 Effective Date 3
1.11 Eligible Class 3
1.12 Employee 3
1.13 Employer 3
1.14 Employer Contribution 3
1.15 Employer Stock
1.16 Employment Commencement Date 3
1.17 Entry Date 3
1.18 Highly Compensated Employee 3
1.19 Hour of Service 5
1.20 Leased Employee 6
1.21 Limitation Year 6
1.22 Named Fiduciary 6
1.23 Normal Retirement Age 6
1.24 Normal Retirement Benefit 6
1.25 Normal Retirement Date 6
1.26 Participant 7
1.27 Person 7
1.28 Plan 7
1.29 Plan Administrator 7
1.30 Plan Year 7
1.31 Qualified Joint and Survivor Annuity 7
1.32 Reemployment Commencement Date 7
1.33 Spouse 8
1.34 Trust 8
1.35 Trustee 8
1.36 Year of Service 8
1.37 Valuation Date 8
1.38 Gender 8


II. Eligibility and Participation 9


2.1 Eligibility 9
2.2 Waiver of Participation 9


(i)


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PAGE
2.3 Termination of Participation 10
2.4 Recommencement of Participation 10
2.5 Transfers Among Employers of an Associated
Controlled Group 10


III. Contributions and Allocations 11


3.1 Employer Contributions 11
3.2 Dollar Limitation on Salary Reduction
Contributions 12
3.3 Special Restrictions on Salary Reduction
Contributions 13
3.4 Distribution of Excess Contributions 15
3.5 Special Restrictions on Matching Employer
Contributions 16
3.6 Distribution of Excess Aggregate Contributions 19
3.7 Limits and Timing of Employer Contributions 20
3.8 Allocation of Employer Contributions 20
3.9 Forfeitures 21
3.10 Rollover Contributions 21


IV. Limitation on Allocations 23


V. Investment of Contributions and Individual Accounts 31


5.1 Individual Accounts 31
5.2 Valuation and Allocation of Accounts 31
5.3 No Claim to Specific Assets 31
5.4 Investment Elections 32


VI. Hardship Distributions 33


VII. Retirement, Death, and Disability 34


7.1 Distribution Upon Retirement 34
7.2 Distribution Upon Death 40
7.3 Designation of Beneficiary and Settlement Upon
Death 42
7.4 Qualified Election 43
7.5 Notice Requirements 44
7.6 Overriding Provisions 45
7.7 Distribution at age 59 1/2 45
7.8 Distribution in Employer Stock 44


VIII. Vesting: Termination of Employment 46


8.1 Vested Interest Upon Termination 46
8.2 Amended Vesting Schedule 46
8.3 Non-forfeiture of Minimum Contribution 47


(ii)


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PAGE
8.4 Distribution 47
8.5 Consent to Distribution 48


IX. Duties of Plan Administrator and Trustee 49


9.1 Duties of Plan Administrator 49
9.2 Multiple Fiduciaries 50
9.3 Administration of Investments 50
9.4 Investment Manager 51
9.5 Expenses 52
9.6 Accounting 52


X. Plan Amendment and Termination 54


10.1 Amendment by Employer's Board of Directors 54
10.2 Amendment Restrictions 54
10.3 Voluntary Termination of Plan 54
10.4 Involuntary Termination of Plan 55
10.5 Distribution Upon Plan Termination 55


XI. Miscellaneous 56


11.1 Taxes 56
11.2 Employment Relationship 56
11.3 Non-alienation of Benefits 56
11.4 Reversion of Employer Contributions 56
11.5 Reversion of Assets 57
11.6 Merger or Consolidation of Plan 57
11.7 Claims Review 57
11.8 Notice to Interested Parties 58
11.9 Transfer of Assets 58
11.10 Waiver of Required Notice 59


XII. Top-Heavy Plan Requirements 60


12.1 Superseding Article 60
12.2 Limit on Compensation 60
12.3 Minimum Contributions 60
12.4 Modifications to Limitation on Allocations 61
12.5 Definitions 61


XIII. Direct Rollover 66


13.1 Effective Date 66
13.2 Election 66
13.3 Definitions 66
13.4 Minimum Direct Rollover Portion 67
13.5 Waiver of Notice 67


(iii)


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PAGE


XIV. Merger of Alpha Industries, Inc. Employee
Stock Ownership Plan 68


14.1 Merger of Plans 68
14.2 ESOP Accounts 68
14.3 Voting Rights 70


XV. Participant Loans 72


XVI. Provisions Applicable to Directors and Officers 75


16.1 Scope and Application of this Article 75
16.2 Penalty for In Service Withdrawal 75
16.3 Intra-Plan Transfers 75
16.4 Six Month Holding Period 75


(iv)


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ARTICLE I


PLAN DEFINITIONS


1.1 "Account": A record of a separate account maintained for
each Participant consisting of his allocated share of all
Employer Contributions, Rollover Contributions and amounts
held in his ESOP Account (including the current year's
contribution) and the income, gains, losses, payments,
withdrawals and expenses allocated to such account under
the Plan.


1.2 "Anniversary Date": The first day of each Plan Year.


1.3 "Associated Controlled Group": Shall mean the Employer, its
wholly-owned subsidiary, Trans Tech, Inc. and all other
members of a controlled group of corporations (as defined in
Section 414(b) of the Internal Revenue Code), commonly
controlled trades or businesses (as defined in Section
414(c), or affiliated service groups (as defined in Section
414(m)) of which the adopting Employer is a part, or any
other entity required to be aggregated with the Employer
pursuant to Code Section 414(o) and the regulation
thereunder.


1.4 "Beneficiary": Any Person designated by a Participant in
accordance with Section 7.3 to receive any benefits payable
at such Participant's death. Payments may be made to a
Beneficiary designated by a court order, provided that such
payments will not adversely affect the qualification of the
Plan.


1.5 "Break in Service": A Computation Period during which the
Participant does not complete more than 500 hours of service
with the Employer. Solely for purposes of determining
whether a Break in Service has occurred in a Computation
Period, an individual who is absent from work for maternity
or paternity reasons shall receive credit for at least 500
hours.


For purposes of this Section, an absence from work for
maternity or paternity reasons means an absence (1) by
reason of the pregnancy of the individual, (2) by reason of
the birth of a child of the individual, (3) by reason of the
placement of a child with the individual in connection with
the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning
immediately following such birth or placement.


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1.6 "Code": Shall mean the Internal Revenue Code of 1986, as
amended.


1.7 "Compensation": Compensation shall mean all of a
Participant's wages as defined in Code Section 3401(a) for
the purposes of income tax withholding at the source. For
purposes of Article III, Compensation shall also include any
compensation which is not currently includible in the
Participant's gross income by reason of the application of
Sections 125, 402(a)(8), 402(h)(1)(B), or 403(b) of the
Code.


For years beginning after December 31, 1988, the Annual
Compensation of each Participant taken into account under
the Plan for any year shall not exceed $200,000. This
limitation shall be adjusted by the Secretary at the same
time and in the same manner as under section 415(d) of the
Code, except that the dollar increase in effect on January 1
of any Calendar Year is effective for years beginning in
such Calendar Year and the first adjustment to the $200,000
limitation is effected on January 1, 1990. For Plan Years
beginning after December 31, 1993, the limit on Annual
Compensation shall be $150,000 indexed as set forth in Code
Section 401(a)(17). If a Plan determines Compensation on a
period of time that contains fewer than 12 calendar months,
then the Annual Compensation limit is an amount equal to the
Annual Compensation Limit for the Calendar Year in which the
Compensation period begins, multiplied by the ratio obtained
by dividing the number of full months in the period by 12.
In determining the compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6)
of the Code shall apply, except that in applying such rules,
the term "Family" shall include only the spouse of the
Participant and any lineal descendants of the Participant
who have not attained age 19 before the close of the year.
If, as a result of the application of such rules the
applicable adjusted limitation is exceeded, then the
limitation shall be prorated among the affected individuals
in proportion to each such individual's compensation as
determined under this section prior to the application of
this limitation.


1.8 "Computation Period": The period of time for determining
complete Years of Service and Breaks in Service for purposes
of eligibility shall be the 12 consecutive month period
commencing on the Employment Commencement Date and each
subsequent 12 consecutive month period.


1.9 "Disability": A Participant's inability to engage in any
substantial gainful activity by reason of any medically


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determinable physical or mental impairment which can be
expected to result in death or to be of long-continued and
indefinite duration. Notwithstanding the foregoing, a
Participant's entitlement to receive disability benefits
under the Federal Social Security Act shall be deemed
medical evidence satisfactory to the Employer that he is
disabled.


1.10 "Effective Date": March 31, 1995, except as otherwise
expressly provided herein and except that, for the AESOP
which is merged into this Plan and incorporated herein by
reference as of this date, the provisions required by
TRA'86, as amended, subsequent federal pension legislation,
and the regulations issued thereunder shall be effective for
such AESOP as of the respective dates required by said
legislation.


1.11 "Eligible Class": All Employees.


1.12 "Employee": Any individual employed by the Associated
Controlled Group, including any Leased Employees required to
be treated as an Employee of the Employer under Code Section
414(n) or Code Section 414(o) and the regulations
thereunder.


1.13 "Employer": Alpha Industries, Inc. or members of the
Associated Controlled Group.


1.14 "Employer Contribution": The sum of the Salary Reduction
Contributions and the Matching Employer Contributions, and
any Profit-Sharing Contributions contributed on behalf of
any Participant under the Plan.


1.15 "Employer Stock": The common capital stock of Alpha
Industries, Inc.


1.16 "Employment Commencement Date": The first day in which the
Employee performs an Hour of Service.


1.17 "Entry Date": The first day of each month.


1.18 "Highly Compensated Employee": shall mean any Employee
(including a former Employee) who, during the look-back year
(A) received Compensation from the Employer in excess of
$100,000 (or such larger amounts as may be prescribed by the
Secretary of Treasury, or his delegate, pursuant to Code
Section 415(d)), (B) received Compensation from the Employer
in excess of $66,000 (or such larger amounts as may be
prescribed by the Secretary of Treasury, or his delegate,
pursuant to Code Section 415(d)) and was in the top-paid


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group of Employees for such year, or (C) was at any time an
officer and received Compensation greater than 50% of the
amount in effect under Code Section 415(b)(1)(A) for such
year and who otherwise satisfies the requirements of Code
section 414(q) and the regulations thereunder. The term
Highly Compensated Employee also includes: (i) Employees
who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who
received the most Compensation from the Employer during the
determination year; and (ii) Employees who are 5% owners at
any time during the look-back year or determination year.


If no officer has satisfied the Compensation requirement of
(C) above during either a determination year or look-back
year, the highest paid officer for such year shall be
treated as a Highly Compensated Employee.


For this purpose, the determination year shall be the Plan
Year. The look-back year shall be the twelve-month period
immediately preceding the determination year.


A highly compensated former Employee includes any Employee
who separated from service (or was deemed to have separated)
prior to the determination year, performs no service for the
Employer during the determination year, and was a highly
compensated active Employee for either the separation year
or any determination year ending on or after the Employee's
55th birthday.


If an Employee is, during a determination year or look-back
year, a family member of either a 5% owner who is an active
or former employee or a Highly Compensated Employee who is
one of the 10 most Highly Compensated Employees ranked on
the basis of Compensation paid by the Employer during such
year, then the family member and the 5% owner or top-ten
Highly Compensated Employee shall be aggregated. In such
case, the family member and 5% owner or top-ten Highly
Compensated Employee shall be treated as a single Employee
receiving Compensation and contributions equal to the sum of
such Compensation and contributions of the family member and
5% owner or top-ten Highly Compensated Employee. For
purposes of this section, family member includes the spouse,
lineal ascendants and descendants of the Employee or former
Employee and the spouses of such lineal ascendants and
descendants.


The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of
Employees in the top-paid group, the top 100 Employees, the


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number of Employees treated as officers and the Compensation
that is considered, will be made in accordance with Section
414(q) of the Code and the regulations thereunder.


1.19 "Hour of Service":


A. Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for the
Employer. These hours shall be credited to the
Employee for the Computation Period or Periods in
which the duties are performed; and


B. Each hour for which an Employee is paid, or entitled
to payment, by the Employer on account of a period of
time during which no duties are performed
(irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness,
incapacity (including Disability), layoff, jury duty,
military duty or leave of absence. No more than 501
Hours of Service shall be credited under this
paragraph for any single continuous period (whether or
not such period occurs in a single Computation
Period). Hours under this paragraph shall be
calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations
which are incorporated herein by this reference; and


C. Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to
by the Employer. The same Hours of Service shall not
be credited both under paragraph (A) or paragraph (B)
as the case may be, and under this paragraph (C).
These hours shall be credited to the Employee for the
Computation Period or Periods to which the award or
agreement pertains rather than the Computation Period
in which the award, agreement or payment is made.


D. Hours of Service will be credited for employment with
all members of the Associated Controlled Group.


E. Hours of Service will also be credited for any
individual considered a Leased Employee, or required
to be considered an Employee under Section 414(o) of
the Code and the regulations thereunder.


F. Hours of Service shall be determined on the basis of
actual hours for which an Employee is paid or is
entitled to payment.


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1.20 "Leased Employee": Any leased employee shall be treated as
an Employee of the recipient Employer. However,
contributions or benefits provided by the leasing
organization which are attributable to the services
performed for the recipient Employer shall be treated as
provided by the recipient. The preceding sentences shall
not apply to any leased employee (A) if such Employee is
covered by a money purchase pension plan providing: (1) a
non-integrated employer contribution rate of at least 10% of
compensation as defined in Section 415(c)(3) of the Code,
but including amounts contributed by the Employer pursuant
to salary reduction agreement which are excludable from the
Employee's gross income under Section 125, Section
402(a)(8), Section 402(h) or Section 403(b) of the Code, (2)
immediate participation, and (3) full and immediate vesting,
and (B) Leased Employees do not constitute more than 20% of
the recipient's non-highly compensated workforce. For
purposes of this paragraph, the term "Leased Employee" means
any person (other than an Employee of the recipient) who
pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for
the recipient or for the recipient and related persons
(determined in accordance with Section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at
least one year and such services are of a type historically
performed by employees in the business field of the
recipient Employer.


1.21 "Limitation Year": The Plan Year. If the Employer has
another plan with a different Limitation Year, it must be
amended to conform with this Limitation Year. If the
Limitation Year is amended to a different 12-consecutive
month period, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.
The period ending immediately before the new Limitation Year
shall be designated as a Short Limitation Year.


1.22 "Named Fiduciary": Alpha Industries, Inc. and, if not such
entity, then the Trustee and the Plan Administrator shall be
Named Fiduciaries of the Plan.


1.23 "Normal Retirement Age": Age 65.


1.24 "Normal Retirement Benefit": The benefit payable to a
Participant pursuant to Section 7.1A at his Normal
Retirement Date.


1.25 "Normal Retirement Date": The first day of the month next
following the Participant's attainment of age 65.


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1.26 "Participant": An Employee who has commenced participation
in the Plan pursuant to Article II. For purposes of Article
III, "Participant" means an Employee who is eligible to
participate in the Plan.


1.27 "Person": An individual, committee, trust, estate,
partnership, association, company, or corporation.


1.28 "Plan": THE Alpha Industries, Inc. Savings & Retirement
Plan adopted by the Employer pursuant to this agreement and
document for the exclusive benefit of participating
Employees and their Beneficiaries.


The Plan was effective April 1, 1986 and is intended to
qualify as a profit sharing plan with a qualified cash or
deferred arrangement under Section 401(a) and 401(k) of the
Internal Revenue Code. The Plan has been amended and
restated as of March 31, 1995 in order to incorporate the
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