Amended & Restated Restructuring Agreement

Exhibit 10(m)


First Amendment
to
Amended and Restated Restructuring Agreement
between Zenith Electronics Corporation
and LG Electronics Inc.


First Amendment, dated as of September 15, 1999, to the Amended and Restated Restructuring Agreement, dated as of June 14, 1999, between Zenith Electronics Corporation (the "Company") and LG Electronics Inc. ("LGE"). Capitalized terms used herein without definition shall have the meaning set forth in the Amended and Restated Restructuring Agreement (the "Restructuring Agreement").


WHEREAS, the Company and LGE have decided to amend the Restructuring Agreement in order to facilitate the consummation of the transactions to occur on the Closing Date;


NOW, THEREFORE, in consideration of the premises herein set forth, the parties agree as follows:


1. Section 2(a) of the Restructuring Agreement is hereby amended by:


(a) deleting the word "purchase" in the first sentence and
substituting in its place the word "acquire"; and


(b) adding the following language to the end of Section 2(a)
before the semicolon:


, provided, however, that the shares of New Common Stock so
issued shall first be allocated to pay the principal
component of all claims described in clauses (i) through (v),
and the remainder of such ...