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The following is an excerpt from a DEF 14A SEC Filing, filed by GENERAL INSTRUMENT CORP /DE/ on 6/13/1997.
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GENERAL SEMICONDUCTOR INC - DEF 14A - 19970613 - PROPOSAL_5

PROPOSAL FIVE: ELECTION OF DIRECTORS

The Company's Certificate of Incorporation currently provides that the Board of Directors is classified into three classes with members of each class holding office for staggered three-year terms. There are currently: four Class II Directors, whose terms expire at the Meeting; two Class I Directors, whose terms expire at the 1999 Annual Meeting of Stockholders; and two Class III Directors, whose terms expire at the 1998 Annual Meeting of Stockholders (in all cases subject to the election and qualification of their successors and to their earlier death, resignation or removal). As described above, the Board of Directors of the Company has proposed to amend the Company's Certificate of Incorporation to declassify the Board of Directors of the Company and to provide for the annual election of all directors. If the proposed amendment is approved, all directors elected after the effectiveness of the amendment will serve for one-year terms and will stand for re-election at each Annual Meeting of Stockholders.

If the stockholders do not approve Proposal One, but do approve Proposal Four, the proposed amendment to the Company's Certificate of Incorporation eliminating the classification of the Company's Board of Directors, proxies will be voted to elect the four nominees for Class II Director listed below, but all of the directors are expected to be nominated for re-election at (or resign as of) the Company's 1998 Annual Meeting of Stockholders. If the stockholders do not approve the proposed amendment, proxies will be voted to elect the four nominees for Class II Director listed below, and the Class I, Class II and Class III Directors will continue to have three-year terms.

If the stockholders do approve Proposal One, however, all directors of the Company (including the nominees set forth below) other than Steven B. Klinsky are expected to resign from the Board of Directors of the Company effective as of the Distribution Date and are expected to be replaced by five new directors. For biographical information with respect to each individual expected to become a director of General Semiconductor following the Distribution, see "Management of General Semiconductor--Board of Directors of General Semiconductor."

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If any one or more of the nominees is unable to serve for any reason or withdraws from nomination, proxies will be voted for the substitute nominee or nominees, if any, proposed by the Board of Directors. The Board has no knowledge that any nominee will or may be unable to serve or will or may withdraw from nomination. All of the following nominees are present directors of the Company. (Since the 1996 Annual Meeting of the Company, four directors of the Company resigned to pursue other professional endeavors, and not as a result of any disagreement with the Board or management of the Company: Daniel F. Akerson, Robert S. Strauss, Morton H. Meyerson and Felix G. Rohatyn.) Information concerning the nominees for Directors is set forth below.

NOMINEES

LYNN FORESTER, age 42, has been a director of the Company since February 1995. She has been President and Chief Executive Officer of FirstMark Holdings, Inc., since 1984, and of NetWave, Inc., an Internet company, since 1996. From 1989 to December 1994, she was Chairman and Chief Executive Officer of TPI Communications International, Inc., a radio common carrier and paging company. She is a director of Gulfstream Aerospace Corporation and Vice Chairman of the Corporate Commission on Educational Technology.

NICHOLAS C. FORSTMANN, age 50, served as a director of GI Delaware from August 1990 to March 1992, when he was elected to serve as a director of the Company. He has been a General Partner of FLC Partnership, L.P., the General Partner of Forstmann Little & Co., since he co-founded Forstmann Little & Co. in 1978. He is a director of Gulfstream Aerospace Corporation.

RICHARD S. FRIEDLAND, age 46, has been a director of the Company since October 1993. He became President and Chief Operating Officer of the Company in October 1993, Chief Executive Officer of the Company in August 1995 and Chairman of the Board of Directors of the Company in December 1995. He was Chief Financial Officer of the Company and GI Delaware from March 1992 to January 1994 and Vice President, Finance of the Company from May 1991 to October 1993. He was Vice President, Finance and Assistant Secretary of GI Delaware from October 1990 to October 1993 and Vice President and Controller of GI Delaware from November 1988 to January 1994.

J. TRACY O'ROURKE, age 62, served as a director of GI Delaware from September 1990 to March 1992, when he was elected to serve as a director of the Company. He has been Chairman and Chief Executive Officer of Varian Associates, Inc., a manufacturer of health care systems, semiconductor manufacturing equipment and analytical instruments, since early 1990. He is a director of National Semiconductor Corp.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF THE

FOREGOING NOMINEES AS DIRECTOR OF THE COMPANY.

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