
                                                                    EXHIBIT 10.3


                              THE AMPEX CORPORATION

                                  SAVINGS PLAN

                               (1997 Restatement)


688857.1  

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                              THE AMPEX CORPORATION
                                  SAVINGS PLAN

                               (1997 Restatement)

                                Table of Contents


INTRODUCTION...................................................................1

ARTICLE I         DEFINITIONS   . ............................................ 3

ARTICLE II        ELIGIBILITY.................................................16

ARTICLE III       PARTICIPATION...............................................19

ARTICLE IV        COMPANY CONTRIBUTIONS.......................................27

ARTICLE V         CHANGE IN ALLOCATION TO INVESTMENT FUNDS....................36

ARTICLE VI        CHANGE IN OR SUSPENSION OF EMPLOYEE
                  CONTRIBUTIONS...............................................38

ARTICLE VII       TRUST FUNDS, TRUSTEE AND INVESTMENT
                  MANAGER.....................................................39

ARTICLE VIII      VALUATION OF TRUST FUNDS....................................47

ARTICLE IX        DISTRIBUTION UPON SEPARATION FROM SERVICE...................48

ARTICLE X         WITHDRAWAL DURING EMPLOYMENT................................54

ARTICLE XI        VESTING AND FORFEITURES.....................................57

ARTICLE XII       ADMINISTRATION..............................................58

ARTICLE XIII      NONASSIGNABILITY............................................64

ARTICLE XIV       AMENDMENT, TERMINATION, MERGER OR
                  CONSOLIDATION...............................................66

ARTICLE XV        GENERAL PROVISIONS..........................................68


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ARTICLE XVI       TOP HEAVY...................................................70

EXECUTION.....................................................................74



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                              THE AMPEX CORPORATION
                                  SAVINGS PLAN

                               (1997 Restatement)

                                  INTRODUCTION

         Effective July 24, 1992, Ampex Systems Corporation ("Ampex") became the
successor to Ampex  Corporation.  Effective  April 22, 1994,  Ampex  Corporation
became the successor to Ampex Systems Corporation.
         Effective May 1, 1956,  Ampex  Corporation  had  established  the Ampex
Corporation Employees' Profit Sharing and Retirement Trust, so that its eligible
employees  and the eligible  employees of other  corporations  which adopted the
Trust with the  consent of Ampex  Corporation  could  provide  for their  future
security  by  accumulating  funds and  sharing  in their  respective  employer's
profits.  Thereafter, the document evidencing the Trust was amended and restated
in the form of a separate plan document entitled "Ampex  Corporation  Employees'
Supplemental  Retirement Plan" (the "Plan"),  and the trust incorporated therein
was set  forth  in a trust  agreement  entitled  "Ampex  Corporation  Employees'
Supplemental Retirement Trust".
         The Plan was further amended and restated  effective August 1, 1984, as
"The Ampex  Corporation  Savings and Signal Stock  Purchase  Plan",  among other
things to include a qualified cash or deferred  arrangement  in accordance  with
the provisions
of Section 401(k) of the Code.
         The Plan was further  amended and  restated,  effective  September  20,
1985,  as  "The  Ampex   Corporation   Savings  and  Stock  Purchase  Plan"  and
subsequently amended, effective August 1,
1986 and September 21, 1986.
         The Plan was further  amended and restated in its  entirety,  effective
December 16, 1988,  as "The Ampex  Corporation  Savings  Plan" and  subsequently
amended on two occasions, effective

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January 1, 1987 and January 1, 1992.
         The Plan was further  amended and restated in its  entirety,  effective
January  1,  1993 as "The  Ampex  Systems  Corporation  Savings  Plan",  and was
subsequently amended on five occasions.
         The Plan is hereby further  amended and again restated in its entirety,
effective January 1, 1997, as "The Ampex  Corporation  Savings Plan" in order to
incorporate  the  relevant  provisions  of the  last  five  amendments  into one
restated Plan document,  to delete Plan provisions that are no longer  relevant,
and to make certain  clarifying  changes to the Plan, as such Plan was in effect
on December 31, 1996.  No provision of this Plan as hereby  amended and restated
shall divest any previously accrued or vested interest.
         The Plan is intended to retain its status as a tax-exempt and qualified
profit sharing plan under Section 401(a) of the Internal Revenue Code of 1986 as
amended and as an employee  pension plan which is subject to the  provisions  of
the Employee Retirement Income Security Act of 1974 as amended. The Plan is also
intended to qualify as a "404(c)  plan" within the meaning of Section  404(c) of
ERISA. The Plan is further intended to be an "eligible  individual account plan"
under Section 407 of ERISA, that is designed to hold up to 100% of its assets in
stock of Ampex Corporation ("Ampex Stock").
         Notwithstanding  the  foregoing,   any  Plan  provision  regarding  the
investment of Participants'  accounts in shares of Ampex Stock or the payment of
contributions in shares of Ampex Stock shall not be effective until such date as
the Board of Directors of Ampex  specifies in a duly adopted  resolution  (which
effective date shall not be retroactive).

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                                    ARTICLE I

                                   DEFINITIONS

         1.1  "Accounts"  of a  Participant  shall  mean  his  Company  Matching
Account,  Employee  Regular  Account,  Employee Tax Saver Account,  and Rollover
Account, as the context indicates.
         1.2  "Administrator"  shall mean Ampex  acting  through  its  officers,
except that if Ampex appoints a Committee under Article XII, the term shall mean
the Committee as to duties, powers and responsibilities  specifically  conferred
thereon by Ampex.
         1.3  "Affiliate"  shall mean any  employer  which is not a Company  but
which, at the time of reference,  was, with a Company,  a member of a controlled
group of corporations or a trade or business under common control, as determined
under Section 414(b) and (c) of the Code and, for purposes of Section 415 of the
Code, under Section 415(h) of the Code.
         1.4  "Ampex"  shall mean (a) until July 24,  1992,  Ampex  Corporation,
originally  a California  corporation,  and then a Delaware  corporation,  which
recently  changed  its name to Xepma I Inc.,  (b) from July 24, 1992 until April
22, 1994, Ampex Systems Corporation, a Delaware corporation,  which succeeded to
the  business  of Xepma I Inc.,  and (c) on and  after  April  22,  1994,  Ampex
Corporation,  a Delaware Corporation (the successor in interest to Ampex Systems
Corporation).
         1.5 "Annual  Addition" of a  Participant  for the Plan Year in question
shall mean the sum of:
          (a) Company Matching  Contributions  and forfeitures  allocated to his
Company Matching Account for that Plan Year;
          (b)  Employee  Tax  Saver  Contributions  allocated  to his Tax  Saver
Account for that Plan Year;
          (c) Company or Affiliate contributions and forfeitures

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allocated to his account under all other qualified defined  contribution  plans,
if any, of the Company or any Affiliate for that Plan Year;
          (d) The sum of his Employee Regular  Contributions  under the Plan and
his personal contributions under all other qualified defined contribution plans,
if any, of the Company and all Affiliates for that Plan Year;
          (e) Company or  Affiliate  contributions  allocated  after 1984 to all
individual medical accounts (within the Section 415(1) (1) of the Code), if any,
which are under any qualified defined benefit plan of the any Affiliate; and
          (f) For purposes of applying the  limitation in Section 415(c) (1) (A)
of the Code,  Company or Affiliate  contributions  paid or accrued,  if any, and
allocated to the separate account of a Key Employee for the purpose of providing
post-retirement medical benefits.
     1.6 "Basic  Compensation" shall mean full salary, wages and, in the case of
persons employed in a sales or sales supervisory capacity,  commissions based on
sales  under a  policy  approved  by a  divisional  general  manager,  due for a
particular pay period of a Company,  exclusive of overtime,  shift differential,
unused vacation paid upon  termination of employment,  bonuses or any other form
of premium or incentive  pay, and with respect to a Participant  to whom ss. 4.1
applies, before any reduction under ss. 3.2(a)(ii).  (a) No portion of the Basic
Compensation  of any  Employee  which  exceeds the dollar  limit  prescribed  in
Section 401(a)(17) of the Code (as adjusted pursuant to Sections  401(a)(17) and
415(d) of the Code) shall be taken into  account for any purpose  under the Plan
for any Plan Year, and (b) in applying the dollar limit, ss. 1.26(e) shall apply
except that the term  "Family  Member"  shall only  include a spouse or a lineal
descendant who has not attained age 19 before the close of the Plan Year.
     1.7 "Basic  Contributions"  shall  mean the  aggregate  of a  Participant's
Employee Tax Saver and Employee Regular

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Contributions  for a month  which does not  exceed an amount  equal to 8% of the
Participant's Basic Compensation for that month.
     1.8 "Board of Directors" shall mean the Board of Directors of Ampex.
     1.9 "Break in Service Year" of any Employee or former Employee shall mean a
period of twelve  consecutive  months  during  which the  Employee  receives  no
Credited  Service;  provided,  however,  that if the  Employee  provides  to the
Committee such timely  information  as the Committee may  reasonably  require to
establish that the Employee is absent owing to pregnancy of the Employee,  birth
of a child of the Employee, placement of a child with the Employee in connection
with  adoption of the child by the  Employee or the care of the child  following
such birth or placement (a  "Child-Related  Absence"),  no Break In Service Year
shall include any portion of the  twelve-consecutive  month period  beginning on
the first day for which the Employee,  because of the Child-Related  Absence, is
not credited with Credited Service pursuant to ss. 1.16.
         1.10 "Code" shall mean the Internal  Revenue Code of 1986,  as amended.
Reference  to a specific  section of the Code shall  include such  section,  any
valid regulation  promulgated  thereunder,  and any comparable  provision of any
future legislation amending, supplementing or superseding such section.
         1.11 "Committee" shall mean the Committee,  if any,  appointed pursuant
to Article XII.
         1.12 As the  context  requires,  "Company"  or  "Companies"  shall mean
Ampex, any Affiliate which has adopted or which subsequently  adopts the Plan as
a whole or as to one or more  divisions or  classifications  in accordance  with
Article  XV,  and any  successor  thereto  which  continues  the Plan  under ss.
14.3(a), acting through their respective officers.
         1.13  "Company  Matching  Account"  shall mean the account that holds a
Participant's Company Matching Contributions and the investment results thereof.
         1.14  "Company Matching Contributions" shall mean

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contributions made by a Company under ss. 4.2 or 4.3.
         1.15 "Contribution" shall mean a contribution referred to in  ss. 1.14,
1.21 or 1.23, as the context dictates.
         1.16 (a) "Credited  Service" shall mean that period of time,  beginning
on the date on which an Employee  first  renders  one Hour of Service,  that the
Employee performs services for the Company. An Employee's Credited Service shall
be determined without regard to whether he is a Participant during his period of
service with the Company and shall also include  those  periods,  up to one year
each,  during  which the Employee is on a leave of absence,  is disabled,  is on
sick leave, or is on vacation or holiday. In addition,  if an Employee ceases to
be an Employee and then resumes Employee status within twelve consecutive months
immediately  following the date of such  cessation,  his Credited  Service shall
also  include each day during the period  following  the time he ceases to be an
Employee  and ending with the day he again  becomes an Employee.  An  Employee's
Credited  Service shall be expressed in years and portions of years and shall be
measured in cumulative daily increments (including holidays,  weekends and other
nonworking  days) with 365 days of Credited  Service equaling a year of Credited
Service  irrespective  of whether  the year of Credited  Service  was  completed
within  a  twelve-consecutive-month  period.  For  purposes  of  determining  an
Employee's Credited Service under this provision, the term "Employee" shall mean
any employee of a Company or an Affiliate,  and the term "Company" shall include
all  Affiliates.  If the Company  maintains  an employee  plan of a  predecessor
employer,  all service for the predecessor  employer shall be treated as service
for the Company for purposes of computing Credited Service.
                  (b) In the case of an Employee who was or would be entitled to
be  credited  with  "years of service"  under the  provisions  of the Plan as in
effect before May 23, 1987,  Credited Service shall also include (1) a number of
years equal to the number of "years of service" credited to such employee

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before January 1, 1987; and (2) the greater of:
                           (i)  the  service   taken  into  account  under  such
previous provisions from January 1, 1987 to and including May 22, 1987; or
                           (ii) the period of service  that would be credited to
such employee under the method  described in subsection (a) during the Plan Year
beginning on January 1, 1987.
         1.17  "Deferral  Compensation"  shall  mean,  for  purposes of applying
ss.ss. 1.18, 3.11 and 4.4 and the discrimination tests of Sections 401(k)(3) and
401(m)(2)  of the Code with respect to any  eligible  Employee (as  described in
ss.ss. 1.18 and 4.4(b)), the sum of (a) his or her Statutory  Compensation,  (b)
his or her Employee Tax Saver Contributions, and (c) any other amounts which are
contributed to an employee benefit plan by a Company or Affiliate  pursuant to a
salary reduction  agreement and are not includible in gross income under Section
125, 401(k),  402 (a) (8) or 402(h) of the Code.  Compensation for periods prior
to the time that the  individual  becomes a Participant  shall not be taken into
account.  (1) No amount in excess of the dollar limit  prescribed in Section 401
(a) (17) of the Code (as adjusted pursuant to Sections  401(a)(17) and 415(d) of
the Code) shall be taken into account  under this S 1.15 for any Plan Year,  and
(2) in applying the dollar limit,  ss.  1.26(e) shall apply except that the term
"Family  Member" shall only include a spouse or a lineal  descendant who has not
attained age 19 before the close of the Plan Year.
         1.18 "Deferral Percentage" shall mean:
                  (a) with respect to Highly Compensated Employees,  the average
of the  decimal  numbers,  obtained  by (i)  dividing  (a) the  amount  (if any)
credited to Employee Tax Saver  Account of each such Employee who is employed by
a Company to which ss. 4.1 is applicable,  and who is eligible to participate in
the Plan, for the Plan Year in question,  by (b) his Deferral  Compensation  for
such  Plan  Year,  and (ii)  applying  all  aggregation  rules  set forth in ss.
3.11(b); and

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          (b)  with  respect  to  Employees  who  are  not  Highly   Compensated
Employees, the average of the decimal numbers,  obtained by (i) dividing (a) the
amount (if any) credited to Employee Tax Saver Account of each such Employee who
is employed by a Company to which ss. 4.1 is applicable,  and who is eligible to
participate  in the Plan,  for the Plan Year in  question,  by (b) his  Deferral
Compensation  for such Plan Year,  and (ii)  applying the  aggregation  rule set
forth in ss. 3.11(b)(i).
         1.19  "Employee"  shall mean any employee of any Company or  Affiliate,
excluding:
                  (a) a temporary employee,  that is, one who (i) is employed to
do a specific  job for a limited  period of time,  and (ii)  performs  less than
1,000 Hours of Service in any twelve- consecutive-month period;
                  (b) a director who is not  otherwise  an  Employee;  and (c) a
                  nonresident alien who is not receiving U.S.
source income from a Company or an Affiliate.
         1.20  "Employee Regular Account" shall mean the account
that holds a Participant's  Employee Regular  Contributions,  amounts previously
held in his  "Employee  Special  Account"  under  the Plan as in  effect  before
December 16, 1988, and the investment results thereof.
         1.21 "Employee Regular Contributions" or "Regular  Contributions" shall
mean a  Participant's  contributions  of up to and  including  18% of his  Basic
Compensation made in accordance with Article III.
          1.22  "Employee Tax Saver Account" shall mean the account that holds a
Participant's  Employee  Tax  Saver  Contributions  and the  investment  results
thereof.
         1.23 "Employee Tax Saver  Contributions"  or "Tax Saver  Contributions"
shall mean  contributions  of a Company on behalf of a Participant  of up to and
including 16% of his Basic Compensation, made in accordance with ss. 4.1.
         1.24     "ERISA" shall mean the Employee Retirement Income

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Security Act of 1974, as amended. Reference to a specific section of ERISA shall
include such  section,  any valid  regulation  promulgated  thereunder,  and any
comparable  provision  of any  future  legislation  amending,  supplementing  or
superseding such section.
         1.25  "Hardship"  of  a  Participant   shall  mean,   subject  to  such
limitations as may be imposed by law or regulation,  an immediate and heavy, and
as to such Participant,  an unusual,  financial need involving the Participant's
primary  residence,  his  education  affecting  his  employment  with a Company,
education  of his  children  or other  dependents,  medical,  dental or  funeral
expenses for members of his family, judgments, awards or other liabilities which
might otherwise result in levy of execution upon the property or compensation of
himself and/or his spouse,  or other events of equal  seriousness  and financial
impact,  all as determined by the  Administrator in its discretion in accordance
with  uniform  and  nondiscriminatory  standards  adopted  for this  purpose and
uniformly interpreted and consistently applied.
         1.26 "Highly Compensated Employee" shall mean any Employee who performs
services for a Company or Affiliate during the Determination Year and who:
                  (a)  During  the  Look-Back  Year  (i) was a  5-percent  owner
(within  the  meaning of Section  414(q) (3) of the Code) (a "5%  owner"),  (ii)
received  Compensation  in excess of $75,000 (as  adjusted  pursuant to Sections
414(q) (1) and 415(d) of the Code),  (iii)  received  Compensation  in excess of
$50,000 (as adjusted pursuant to Sections 414(q) (1) and 415(d) of the Code) and
was a member of the top-paid  group (within the meaning of Section  414(q)(4) of
the Code) for such Year,  or (iv) was an officer of a Company or  Affiliate  and
received  Compensation  for such Year  that is  greater  than 50% of the  dollar
limitation  in effect under Section  415(b)(1)(A)  and (d) of the Code or (if no
officer has  Compensation in excess of that threshold for such Year) the highest
paid officer for such Year;

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         (b) (i) Would be described in clause (ii) , (iii) or (iv) of subsection
(a)  above  if the  term  "Determination  Year"  were  substituted  for the term
"Look-Back  Year",  and (ii) is one of the 100  Employees  who received the most
Compensation for the Determination Year; or
         (c) Is a 5% Owner at any time during the Determination Year.
         (d) Subject to the satisfaction of such conditions as may be prescribed
under Section  414(q)(12)(B)(ii)  of the Code, Ampex may elect for any Plan Year
to apply subsection (a)(ii) above by substituting  "$50,000'.  for "$75,000" and
not to apply subsection (a)(iii) above.
         (e) If an Employee is, at any time during a Determination  or Look-Back
Year, a spouse, lineal ascendant or descendant,  or spouse of a lineal ascendant
or descendant  (a "Family  Member") of either (i) a 5% Owner who is an active or
former Employee or (ii) a Highly Compensated Employee who is one of the ten most
highly  compensated  employees ranked on the basis of Compensation paid for such
Year (a "Family Employee"),  then for such Year the Family Member and the Family
Employee shall be aggregated and treated as one Employee receiving  Compensation
and  contributions  under  the Plan  equal to the sum of such  Compensation  and
contributions received by the Family Member and the Family Employee.
         (f)  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  and the number of Employees  treated as
officers, shall be made in accordance with Section 414(q) of the Code.
         (g) For purposes of this ss. 1.26, (i) "Determination  Year" shall mean
the Plan Year for which the  determination  is being made; (ii) "Look-Back Year"
shall mean the Plan Year immediately preceding the Determination Year; and (iii)
"Compensation"  shall mean Deferral  Compensation  (as defined in ss. 1.17,  but
without regard to the last sentence thereof).

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         1.27  (a) An "Hour of Service" of an Employee shall mean:
                           (i) Each hour for which an Employee is either
directly or indirectly  paid or entitled to payment by a Company or an Affiliate
for the performance of duties during the applicable  computation  period.  These
hours shall be credited to the Employee for the computation  period in which the
duties were performed; and
                           (ii) Each hour in or attributable to a period of time
during  which he  performs  no  duties  (irrespective  of  whether  he had had a
Separation  from  Service)  due  to a  vacation,  holiday,  illness,  incapacity
(including disability),  layoff, jury duty, military duty or a leave of absence,
for which he is so paid or so entitled to payment; provided, however, that:
                    (a) no more  than 501  Hours of  Service  shall be  credited
under this paragraph to an Employee on account of any such period; and
                    (b) no such  hours  shall  be  credited  to an  Employee  if
attributable  to  payments  made or due under a plan  maintained  solely for the
purpose  of  complying  with  applicable  worker's  compensation,   unemployment
compensation  or  disability  insurance  laws  or  to  a  payment  which  solely
reimburses the Employee for medical or medically  related  expenses  incurred by
him.
                           (iii) Each hour for which he is entitled to back pay,
irrespective of mitigation of damages,  either awarded or agreed to by a Company
or an Affiliate.
                           (iv) Solely for purposes of ss. 1.9,  each hour in or
attributable  to a Plan Year during which the Employee  performs no duties for a
Company  or an  Affiliate  (irrespective  of whether  he had a  Separation  from
Service) due to an absence from work:
                  (a) by reason of pregnancy of the Employee,
                  (b) by reason of the birth of a child of the Employee,
                  (c) by reason of the placement of a child

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with the Employee in connection with the adoption of such child by the Employee,
or
                  (d) for  purposes  of  caring  for  such  child  for a  period
beginning  immediately following such birth or placement.  subject,  however, to
the provisions of paragraphs (v),(vi) and (vii).
                  (v) The hours described in paragraph (iv) are:
                  (a) the Hours of Service which  otherwise  would normally have
been credited to the Employee but for such absence, or
                  (b) in any case in which the Plan is unable to determine  such
hours, eight Hours of Service per day of such absence;  provided,  however, that
the total number of hours  treated as Hours of Service under  paragraph  (iv) by
reason of such pregnancy or placement shall not exceed 501.
                  (vi) The hours  described in paragraph (v) shall be treated as
Hours of Service under paragraph (iv):
                  (a) only in the Plan Year in which the  absence  from work for
such reason or purpose  begins if the Employee would be prevented from incurring
a Break in Service Year in such Plan Year solely  because of the  provisions  of
paragraphs (iv) and (v); or
                  (b) in any other case, in the immediately following Plan Year.
                  (vii) No credit for hours referred to in paragraphs  (iv), (v)
and (vi) shall be given unless the Employee  furnishes to the Administrator such
timely information as the Administrator may reasonably require to establish:
                  (a) that the  absence  from  work is for a reason  or  purpose
referred to in paragraph (iv), and
                  (b) the number of days for which there was such an absence.
                  (b) Hours of Service  under  subsections  (a)(ii) and (a)(iii)
shall be calculated in accordance with 29 C.F.R.  Section  2530.200b-2(b).  Each
Hour of Service shall be

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attributed  to the Plan  Year or  initial  eligibility  year in which it  occurs
except to the  extent  that a Company or an  Affiliate,  in  accordance  with 29
C.F.R. Section 2530.200b-2(c),  credits such Hours to another computation period
under a reasonable method consistently applied.
                  (c) The  number of an  Employee's  Hours of  Service  shall be
determined from the records of his Company or Affiliate.
                  (d) Where  such  records  do not  permit  determination  of an
Employee's actual hours, Hours of Service before 1976 shall be the product of:
                (i) forty, and
               (ii) the number of weeks in which he had an Hour of Service.
         1.28     "Investment  Funds"  shall mean  (collectively)  
                  (a) The Stock Fund (as defined in ss. 1.36),
                  (b) The Prior Fixed  Income  Fund (as defined in ss.  7.4(a)),
and
                  (c) The  other  investment  funds  established  or  maintained
pursuant to ss. 7.4(b).
         As  provided  in  ss.ss.  3.2(b)  and 7.5,  neither  Contributions  nor
transfers shall be paid into the Prior Fixed Income Fund.
         1.29  "Participant"  shall  mean  any  person  included  in the Plan as
provided in Article II.
         1.30 "Plan" shall mean The Ampex Corporation Savings Plan (formerly the
Ampex Systems  Corporation Savings Plan), as set forth in this instrument and as
heretofore and hereafter amended from time to time.
         1.31 "Plan Year" shall mean the  calendar  year,  including  such years
preceding the adoption of the Plan.
         1.32  "Retirement"  shall mean  retirement on any date permitted by the
Ampex  Corporation  Employees'  Retirement Plan or any Company's defined benefit
pension plan under which the retirement occurs.
         1.33  "Rollover Account" shall mean the account that holds

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transfers to the Plan made by or on behalf of a Participant under ss. 3.13.
         1.34  "Separation from Service" of an Employee shall mean the time when
the  employer-employee   relationship  with  the  Company  or  an  Affiliate  is
terminated for any reason including, but not by way of limitation, a termination
by resignation,  release,  discharge,  death,  total  disability,  Retirement or
layoff,  but  excluding  any  such  Separation  from  Service  where  there is a
simultaneous reemployment by either the Company or an Affiliate.
                  (a) A  leave  of  absence  authorized  by  the  Company  or an
Affiliate in accordance with established policies,  military leave or a vacation
period shall not constitute a Separation from Service;  provided,  however, that
failure  to return to work upon  expiration  of any leave of  absence,  military
leave or vacation shall be considered a resignation.
                  (b) Any Employee who leaves his Company or Affiliate  directly
to perform service in the Armed Forces of the United States or the United States
Public Health Services under conditions  entitling him to reemployment rights as
provided in the laws of the United States, shall, solely for the purposes of the
Plan and  irrespective  of whether he is compensated by any Company or Affiliate
during such period of service, be considered to be on military leave. Such leave
shall expire if such Employee voluntarily resigned from his Company or Affiliate
during  such  period  of  service,  or if  he  fails  to  make  application  for
reemployment  within the period  specified by such laws for the  preservation of
his reemployment rights.
         1.35 "Statutory  Compensation" of a Participant for any Plan Year means
his compensation for such Plan Year as shown on his IRS Form W-2.
         1.36 "Stock Fund" shall mean the Investment Fund, if

688857.1  
                                       14

<PAGE>



any, that is invested primarily in shares of common stock of Ampex.
         1.37  "Supplement"  shall mean any supplement or supplements  which (a)
have been added to the Plan by  amendment  from time to time,  (b) have become a
part of and are  affixed to the Plan,  and (c) remain part of the Plan as of the
time of reference.
         1.38  "Supplemental  Contributions"  shall  mean  the  aggregate  of  a
Participant's Tax Saver and Regular  Contributions which exceeds an amount equal
to 8% of the Participant's  Basic  Compensation for a month, but does not exceed
the percentage provided in ss. 3.12.
         1.39 "Trust  Agreements" shall mean the trust agreements  between Ampex
and the  Trustees,  as they may be amended from time to time,  providing for the
investment and  administration of the Trust Funds. By this reference,  the Trust
Agreements are incorporated in and made part of the Plan.
         1.40  "Trust  Funds"  shall  mean the  funds  established  under  Trust
Agreements  by  contributions  made  pursuant to the Plan from which any amounts
payable under the Plan are to be paid.
         1.41 "Trustees" shall mean (a) State Street Bank and Trust Company,  as
trustee of the Trust Fund  maintained  for investment of the Stock Fund, if any,
and the Prior Fixed Income Fund as defined in ss. 7.4(a)) ("Trustee A"), and (b)
Fidelity  Management Trust Company,  as trustee of the Trust Fund maintained for
investment of all other assets of the Plan ("Trustee B").
         1.42 "Valuation  Date" shall mean any day as of which the values of the
Trust Funds are determined by the Trustees in accordance  with the provisions of
Article VIII.


688857.1  
                                       15

<PAGE>




                                   ARTICLE II
                                   ELIGIBILITY

     2.1  (a)  Any  person  who  is  presently  a  Participant  shall  remain  a
Participant until he has a Separation from Service.
          (b) Subject to ss. 4.2(c), any Employee of a Company who on any date:
                (i) has completed at least one Hour of Service;
and
               (ii) is not in a bargaining unit which is covered by a collective
bargaining  agreement with respect to which retirement benefits were the subject
of good faith  bargaining  (unless such  agreement  provides for the coverage of
Employees in such unit under the Plan),  shall become a Participant on the first
day of the calendar  month that is  immediately  following the calendar month in
which the Employee has satisfied  such  requirements,  provided the Employee has
filed an application to participate in accordance with ss. 3.2.
          (c) Any Participant whose participation  terminates shall again become
a  Participant  effective  as of his  first  subsequent  Hour of  Service  as an
Employee  of a Company  in a portion  or  classification  which is not  within a
bargaining unit described in subsection (b)(ii) if he again files an application
to participate in accordance with ss. 3.2.
          (d) An individual who was not an Employee of a Company,  or who was in
a bargaining unit described in subsection  (b)(ii), on the first day on which he
first  met  all  other  eligibility  requirements  shall  become  a  Participant
effective  as of the next day on which he  completes  an Hour of  Service  as an
Employee  of a Company,  in a position or  classification  which is not within a
bargaining unit described in subsection  (b)(ii),  if he files an application to
participate in accordance with ss. 3.2.

688857.1  
                                       16

<PAGE>



         2.2 Notwithstanding ss. 2.1, any Employee who is subject to or eligible
to  participate  in any other savings,  thrift or similar  contributory  plan to
which the  Company  makes  contributions  on his  behalf or with  respect to his
employment,  and which is qualified under Section 401(a) of the Code,  shall not
be eligible to participate in the Plan.
         2.3 (a) A Participant who becomes subject to or eligible to participate
in a plan described in ss. 2.2, or who is transferred  directly to a position or
classification  with the Company which is within a bargaining  unit covered by a
collective  bargaining  agreement  which does not  provide  for the  coverage of
Employees  in such unit  under  the Plan and with  respect  to which  retirement
benefits were the subject of good faith  bargaining,  shall  thereupon  become a
Participant on inactive status.
                  (b) All  provisions  of the Plan will  continue  to apply to a
Participant  on inactive  status,  but such a  Participant  shall  cease  making
contributions  under  Article III and shall not share in  allocations  under ss.
4.2,  except  that,  for the Plan Year in which such change in Plan  coverage or
transfer occurs,  such  Participant  shall share in such allocations only on the
basis of his Basic  Compensation  received in such Plan Year while a Participant
and prior to the effective date of such change or transfer.
                  (c) If a Participant  on inactive  status ceases to be subject
to or  eligible  to  participate  in  all  plans  described  in  ss.  2.2  or is
retransferred to a position or  classification  which is not within a bargaining
unit covered by such a collective  bargaining  agreement,  he shall thereupon be
restored to active status.  If such change in Plan coverage or retransfer occurs
during a Plan Year,  the  retransferred  Participant  shall share in allocations
under ss. 4.2 only on the basis of his Basic Compensation  received in such Plan
Year on and after the effective date of such retransfer.
     2.4  To the extent required by Section 414(n) of the Code,

688857.1  
                                       17

<PAGE>



any individual who is a leased employee of any Company or Affiliate  (within the
meaning of Section 414(n) of the Code) (a "Leased Employee") shall be treated as
an "employee";  provided,  however, that no Leased Employee shall be eligible to
become a  Participant  or to make  transfers to the Trust Funds  pursuant to ss.
3.13.


688857.1  
                                       18

<PAGE>




                                   ARTICLE III
                                  PARTICIPATION

         3.1 Participation in the Plan is voluntary.  3.2 Each eligible Employee
who elects to  participate  in the Plan shall  file an  application  in a manner
prescribed by the  Administrator,  upon forms prescribed and furnished by it, in
which he:
                  (a)  shall specify either:
                           (i) the  amount  of  Employee  Regular  Contributions
which he wishes to contribute to the Plan, and/or
                           (ii) if ss. 4.1 applies to his Company, the amount by
which he wishes to have his Basic  Compensation  reduced  which shall  result in
Employee Tax Saver Contributions by his Company to the Plan on his behalf;
                  (b)  shall  specify  the  percentage  or  percentages  of  his
Employee Regular  Contributions,  Tax Saver  Contributions  and Company Matching
Contributions  that are to be invested in each of the Investment  Funds,  except
that such Employee Regular  Contributions,  Tax Saver  contributions and Company
Matching contributions shall not be invested in the Prior Fixed Income Fund;
                  (c) shall designate a beneficiary or  beneficiaries to receive
any payment or distribution which may be due upon his death; provided,  however,
that a married  Participant  may not  designate any  beneficiary  other than his
spouse without the written consent of his spouse, which consent (i) acknowledges
the effect of such  designation and consent upon the spouse's  rights  otherwise
provided under ss.  9.2(a)(i),  (ii) is witnessed by a Plan  representative or a
notary public, (iii) identifies the beneficiary or beneficiaries

688857.1  
                                       19

<PAGE>



for which the consent is given,  and (iv)  applies  only to the  beneficiary  or
beneficiaries so designated; and
                  (d) shall submit such other or  additional  information  as in
the opinion of the  Administrator  is desirable or necessary in the operation of
the Plan.
         3.3 Subject to ss.ss. 3.9, 3.10 and 3.12, a Participant's  Employee Tax
Saver Contributions may be from 1% through 16%, in whole percentage  increments,
of his Basic Compensation.
         3.4 Subject to ss.ss.  3.11 and 3.12, a Participant's  Employee Regular
Contributions may be from 1% through 18%, in whole percentage increments, of his
Basic Compensation.
         3.5 To the extent  permitted by Article VI or other  provisions  of the
Plan and approved by the Administrator,  a Participant may change, delete or add
to any of the  specifications  or  designations  made by him in his  application
under ss. 3.2.
         3.6  Employee  Regular   Contributions   shall  be  deducted  from  the
Participant's pay and paid by the Company on his behalf to the Plan.
         3.7 Each  Participant  may direct from time to time,  on such  election
form  as  the  Administrator  may  prescribe  or in  such  other  manner  as the
Administrator may designate,  and at such times as the Administrator may permit,
that the aggregate contributions to his Accounts be allocated to any combination
of the  Investment  Funds  (other  than the Prior  Fixed  Income  Fund) in whole
multiples of a percentage to be determined by the  Administrator,  provided that
the total of the percentages specified shall not exceed 100%.
         3.8  A change in beneficiary designation may be made by

688857.1  
                                       20

<PAGE>



a Participant  at any time by written  notice filed in the manner  prescribed by
the Administrator  upon forms described and furnished by it; provided,  however,
that no designation or change of designation  shall be effective unless filed in
the manner  proscribed by the Administrator  prior to a Participant's  death and
unless it complies with the provisions of ss. 3.2(c).
         3.9 Notwithstanding any contrary Plan provision,  the Administrator (in
its discretion) (a) may suspend,  limit or modify any Participant's Employee Tax
Saver  election  at any time in order to prevent  the  cumulative  amount of the
Participant's  Employee  Tax  Saver  Contributions  for any  calendar  year from
exceeding the Section 401(k) Ceiling (as defined below);  and (b) may (but shall
have no obligation  whatsoever to) cause any amount  allocated to the Plan as an
excess  deferral  (with or without any income  allocable  to such  amount) to be
distributed to the  Participant in accordance with Section  402(g)(2)(A)(ii)  of
the Code.  "Section  401(k)  Ceiling" shall mean a dollar amount equal to $7,000
(as adjusted pursuant to Sections 402(g)(5) and 415(d) of the Code).
         3.10  (a)  Notwithstanding  any  contrary  Plan  provision,  one of the
following requirements shall be satisfied for each Plan Year:
                           (i) the Deferral  Percentage  for Highly  Compensated
Employees  shall not exceed the Deferral  Percentage for all other  Employees by
1.25; or
                           (ii) the Deferral  Percentage for Highly  Compensated
Employees  shall not exceed the Deferral  Percentage for all other  Employees by
more  than  two  percentage  points,  and the  Deferral  Percentage  for  Highly
Compensated Employees shall

688857.1  
                                       21

<PAGE>



not exceed the Deferral  Percentage  for all other Employees multiplied  by two.
                  (b) The  Administrator  (in its  discretion)  (i) may suspend,
limit or modify any  Participant's  Employee  Tax Saver  Election at any time in
order to satisfy the requirements set forth in subsection (a); and (ii) may make
a distribution from the Employee Tax Saver Accounts of Participants who are, and
former Participants who were, Highly Compensated  Employees to such Participants
of amounts  proportionate to their respective  Employee Tax Saver  Contributions
for such Plan Year which (alone or in  connection  with other action taken under
ss. 3.9, 3.11(b) or 4.3) will result in a Deferral Percentage for such Plan Year
with  respect  to  Employees  who are not  Highly  Compensated  Employees  which
satisfies the  requirements set forth in subsection (a). To the extent permitted
under Section 401(k) of the Code, a Participant  who would  otherwise  receive a
distribution  pursuant to this subsection (b) may elect to have all or a portion
of such distribution transferred to his Employee Regular Account,  provided that
the requirements of ss. 3.11 are satisfied.
                  (c) For purposes of determining the Deferral percentages under
Subsection (a) for any Plan Year, only Employee Tax Saver Contributions shall be
taken  into  account  and  only if such  contributions  (i) are  allocated  to a
Participant's  Employee Tax Saver Account as of a date within such Plan Year and
(ii) relate to  compensation  that, but for the election to defer,  either would
have been paid during such Plan year or is attributable to services performed in
such Plan year and would have been paid within two and one-half months after the
end of such Plan year.
         3.11 (a) In order to assure that the  limitation  described  in Section
401(m) of the Code will be satisfied, the Employee Regular Contributions made by
Highly Compensated Employees shall
be subject to ss. 4.4.
                  (b) The Deferral Percentage for the Highly Compensated

688857.1  
                                       22

<PAGE>



Employees or non-Highly  Compensated  Employees who are employed by a Company to
which ss. 4.1 is  applicable,  and who are eligible to  participate in the Plan,
for the Plan Year in question,  shall be calculated in accordance  with ss. 1.18
by computing the average of the decimal numbers (calculated  separately for each
such Employee) (the  "Deferral  Rates")  determined by dividing (1) the total of
all Employee Tax Saver  Contributions  made by such Employee and credited to his
Account for the Plan Year, by (2) such Employee's Deferral  Compensation for the
Plan Year. In computing any such Employee's Deferral Rate, the following special
rules shall apply:
                           (i) If any Company or Affiliate  maintains  any other
cash or deferred  arrangement  which is  aggregated  by Ampex with this Plan for
purposes of applying Section 401(a)(4) or 410(b) of the Code, then all such cash
or deferred  arrangements  shall be treated as one plan for purposes of applying
ss. 3.10.
                           (ii)  If  a   Highly   Compensated   Employee   is  a
participant in any other cash or deferred arrangement  maintained by any Company
or Affiliate,  then the separate  Deferral  Rates  determined  for such Employee
under  all such  cash or  deferred  arrangements  shall be  aggregated  with the
separate Deferral Rate determined for such Employee for purposes of applying ss.
3.10.
                           (iii) If a Highly Compensated  Employee is subject to
the family  aggregation  rules of ss.  1.26(e),  the Deferral Rate of the family
unit shall be  determined  by using the combined  Deferral  Rate of all eligible
Family Members.
                           (c) In the  event  that (but for the  application  of
this subsection (c)) the Administrator  determines that the Deferral  Percentage
for the Highly  Compensated  Employees would exceed the maximum  permitted under
ss. 3.10(a) for a Plan Year (the "ADP Maximum"),  then the Administrator (in its
discretion) may reduce, in accordance with ss. 3.10(b), the percentage or amount
of Employee Tax Saver Contributions  subsequently to be contributed on behalf of
the Highly  Compensated  Employees by such  percentage  or amount as, and for as
long as, the

688857.1  
                                       23

<PAGE>



Administrator  (in its  discretion) may determine is necessary or appropriate in
the circumstances then prevailing.
                  (d) In the event that the  Administrator  determines  that the
Deferral  Percentage for the Highly  Compensated  Employees has exceeded the ADP
Maximum for a Plan Year, then the amount of any excess contributions (within the
meaning of Section 401(k)(8)(B) of the Code) contributed on behalf of any Highly
Compensated Employee,  and any income allocable thereto, shall be distributed to
the  Highly  Compensated  Employee  before  the close of the Plan Year that next
follows the Plan Year to which the excess contributions relate.
                           (i) The amount of excess  contributions  for a Highly
Compensated Employee shall be determined in the following manner:
                   (a)  The  Employee  Tax  Saver  Contributions  of the  Highly
Compensated  Employee  with the  highest  Deferral  Rate shall be reduced to the
extent  necessary to satisfy the Deferral  Percentage test or cause such Rate to
equal the Deferral Rate of the Highly Compensated Employee with the next highest
Deferral Rate. This process shall be repeated until the Deferral Percentage test
is satisfied.
                   (b)  The  amount  of  excess   contributions   for  a  Highly
Compensated  Employee  shall be equal to his  Employee  Tax Saver  Contributions
(calculated using such Employee's  original  Deferral Rate),  minus his Employee
Tax Saver  Contributions  calculated  using his Deferral  Rate as reduced  under
paragraph (a) above.
                   (c)  The  amount  of  excess  contributions,   as  determined
according to the method described in this subsection (d)(i), shall be reduced by
any excess  deferrals  previously  distributed  to an Employee for the Plan Year
under ss. 3.9.
                   (ii)  In the  case of a  Highly  Compensated  Employee  whose
Deferral  Rate  is  determined  under  the  family   aggregation  rules  of  ss.
3.11(b)(iii),  the  Deferral  Rate  shall  be  reduced  in  accordance  with the
"levelling" method described in

688857.1  
                                       24

<PAGE>



Treasury  Regulation  Section  l.401(k)-1(f)(2).  Excess  contributions  for the
family unit shall be allocated  among the Family  Members in  proportion  to the
Employee Tax Saver Contributions of each Family Member that have been combined.
                           (iii)  The income allocable to any excess
contribution  for the Plan Year shall be determined  in accordance  with Section
401(k)(8)(A)(i) of the Code, without taking into account any income allocable to
those excess  contributions  for the period between the end of the Plan Year and
the date of distribution.
         3.12 If the Participant  elects both Employee  Regular and Employee Tax
Saver Contributions, in no event may the amount of such Contributions for a Plan
Year exceed the limitations set forth in the following schedule:

If the Participant's  Employee          Then his Employee Regular 
Tax Saver Contributions equal           Contributions cannot exceed 
this percentage of his Basic            this percentage of his Basic 
Compensation for the Plan Year:         Compensation for that Year:

            16%                                      1%
            15%                                      2%
            14%                                      3%
            13%                                      4%
            12%                                      6%
            11%                                      7%
            10%                                      8%
             9%                                      9%
             8%                                      10%
             7%                                      11%
             6%                                      12%
             5%                                      13%
             4%                                      14%
             3%                                      15%
             2%                                      16%
             1%                                      17%
             0%                                      18%

         3.13 (a) Notwithstanding any contrary Plan provision, the Administrator
may  direct  Trustee B to accept a direct  transfer  to its Trust Fund of assets
held for the benefit of a Participant in this Plan from such Participant, if the
transfer of such assets qualifies as a rollover under section 402(c) or

688857.1  
                                       25

<PAGE>



408(d)(3)(A)(ii)  of the Code.  For purposes of this ss. 3.13 and subject to ss.
2.4, the term "Participant"  shall include an Employee who has not yet satisfied
the requirements of ss. 2.1(b).
                  (b) Assets  transferred  to the Plan pursuant to this ss. 3.13
shall be  transferred  only in cash.  No  transfer of an amount less than $2,000
shall be accepted under this ss. 3.13.
                  (c) Assets  transferred  to the Plan pursuant to this ss. 3.13
shall  be  credited  to the  Participant's  Rollover  Account.  A  Participant's
interest in his Rollover Account shall be 100% vested and  nonforfeitable at all
times. A Participant's Rollover Account shall be invested in accordance with the
Participant's direction under ss. 3.7.
                  (d) The  Administrator  may require the Participant,  prior to
the  transfer  described  in  Subsection  (a),  to  furnish  a  letter  from the
administrator,  trustee, custodian or insurance company of the trust, account or
contract from which the transferred amount originated,  which shall contain such
information as shall be requested by the Administrator to determine whether such
transfer  qualifies as a tax-free  transfer or "rollover  amount" or affects the
qualified  status of this Plan.  The decision of the  Administrator  to accept a
transfer  shall  not  give  rise  to any  liability  by the  Administrator,  the
Committee,  the Company,  or the Plan to the  Participant  or any other party on
account of a subsequent  determination  that such transfer does not qualify as a
tax-free  transfer  or  "rollover  amount".  If it is  later  determined  that a
transfer to the Plan made pursuant to this Section did not qualify as a rollover
under Sections 402(c) or 408(d)(3)(A)(ii) of the Code, then the balance credited
to  the  Participant's   Rollover  Account  allocable  to  such  transfer  shall
immediately be distributed to the  Participant and shall be deemed never to have
been part of the Trust Funds.


688857.1  
                                       26

<PAGE>




                                   ARTICLE IV
                              COMPANY CONTRIBUTIONS

         4.1 (a) As authorized  by the Board of  Directors,  any Company may, by
written  notice to the  Administrator,  make  this ss.  4.1  applicable  to such
Company, effective as of the date specified in such notice.
                  (b)  Each  Company  to  which  this  ss.  4.1  applies   shall
contribute  and pay into the Trust  Funds for each month an amount  equal to the
sum of the Employee Tax Saver  Contributions  attributable to such month elected
by Participants  in the employ of such Company.  Such  contribution  and payment
shall be made on the earliest date that it can be reasonably segregated from the
Company's general assets, but in no event later than the latest date on which it
becomes a "plan asset" under ERISA or as otherwise  prescribed  under applicable
federal law.
                  (c) The amount of each such  Employee  Tax Saver  Contribution
shall be credited to the Employee Tax Saver Account of the  Participant for whom
it is made.
         4.2 (a) Each Company will  contribute and pay into the Trust Funds each
month, out of its current or accumulated  earnings and profits,  an amount equal
to 50% of the Basic  Contributions  for such  month of each  Participant  in its
employ,  reduced (in  accordance  with ss.  11.3) by a pro rata share of amounts
forfeited in such month pursuant to ss. 9.l(b); provided, however, that:
                           (i)  Ampex may determine and announce to
Employees  before  any Plan Year the  maximum  aggregate  amount of the  Company
Matching Contributions (excluding reallocated forfeitures) that shall be made by
all Companies on behalf of
all Participants for that Plan Year, and
                           (ii) The  maximum  aggregate  amount  of the  Company
Matching Contributions (including reallocated forfeitures) that

688857.1  
                                       27

<PAGE>



shall  be made on  behalf  of any one  Participant  for any Plan  Year  shall be
$4,000, and
                           (iii) Company Matching  Contributions  made on behalf
of any  Participant  (a) in  respect  of any Plan Year other than the first Plan
Year for which Company Matching Contributions may be made on his behalf pursuant
to ss. 4.2(c),  shall be based only on Basic  Contributions  that have been made
out of the first $100,000 of his Basic  Compensation  for such Plan Year and (b)
in respect of the first Plan Year for which Company Matching  Contributions  may
be made on his  behalf  pursuant  to ss.  4.2(c),  shall be based  only on Basic
Contributions  that  have  been  made out of the  first  $100,000  of his  Basic
Compensation  during the period  beginning on the first day of the month in such
Plan Year by which he has  completed  the service  requirement  described in ss.
4.2(c) and ending on the last day of such Plan Year; provided, however, that all
such  limitations  shall remain in effect for later Plan Years until an increase
or a prospective decrease is determined by Ampex and announced to Employees.
                  (b) The Company Matching  Contributions made on behalf of each
Participant  for  each  month  (including  a pro rata  share of the  forfeitures
applied to reduce such Contributions) shall be allocated to that Participant and
credited to his Company Matching Account.
                  (c)  Notwithstanding  any other  contrary  Plan  provision,  a
Company shall not make any Company  Matching  Contributions  for any given month
with  respect  to a  Participant  unless,  on the first day of such  month,  the
Participant  has completed (i) one 365-day period  commencing on the date of his
first Hour of Service or (ii) one Plan Year  commencing  on or after the date of
his first  Hour of  Service,  during  which  365- day period or Plan Year he had
completed 1,000 or more Hours of Service.
         4.3  Notwithstanding  ss.  4.2(b),  as of the end of each Plan Year for
which it is necessary in order to comply with Section

688857.1  
                                       28

<PAGE>



401(k)(3) of the Code, Ampex (in its discretion) may cause an additional Company
Matching  Contribution  to be made to the Plan by each Company  which ss. 4.1 is
applicable, for allocation to the Employee Tax Saver Accounts of Participants in
its employ who are not Highly Compensated Employees, of amounts proportionate to
their respective Employee Tax Saver  Contributions  otherwise made for such Plan
Year which (alone or in  connection  with other  action taken under ss.ss.  3.9,
3.10(b) or 3.11(b)) will result in a Deferral Percentage for such Plan Year with
respect to Employees who are not Highly  Compensated  Employees  which satisfies
the  requirements  of  ss.  3.10(a).   Any  such  additional   Company  Matching
Contribution  may be made  only if the  applicable  requirements  set  forth  in
Treasury  Department  Regulation  Section   1.401(k)-1(b)(5)  or  any  successor
regulation thereto are satisfied.
         4.4  (a)  Notwithstanding  any  contrary  Plan  provision,  one  of the
following requirements shall be satisfied for each Plan Year:
                           (i) the  Contribution  Percentage  (as defined in ss.
4.4(b))  for Highly  Compensated  Employees  shall not  exceed the  Contribution
Percentage for all other Employees multiplied by 1.25; or
                           (ii)  the Contribution Percentage for Highly
Compensated Employees shall not exceed the Contribution Percentage for all other
Employees by more than two percentage  points,  and the Contribution  Percentage
for Highly  Compensated  Employees shall not exceed the Contribution  Percentage
for all other Employees multiplied by two.
         For any Plan Year, the  Administrator (in its discretion) may limit the
Employee Regular and/or Company  Matching  Contributions to be contributed by or
for the  benefit  of  Highly  Compensated  Employees  in such  manner  as may be
necessary  or  appropriate  to  assure  that the  limitation  described  in this
subsection (a) will be satisfied.

688857.1  
                                       29

<PAGE>



                  (b)  "Contribution Percentage" shall mean:
                           (i) with respect to Highly Compensated Employees, the
average of the decimal  numbers,  obtained by (a) dividing (1) the total amounts
(if any) credited to the Employee Regular and Company Matching  Accounts of each
such Employee who is employed by a Company to which ss. 4.1 is  applicable,  and
who is eligible to participate  in the Plan,  for the Plan Year in question,  by
(2)  his  Deferral  Compensation  for  such  Plan  Year,  and (b)  applying  the
aggregation rules referred to in ss. 4.4(c); and
                           (ii) with  respect  to  Employees  who are not Highly
Compensated  Employees,  the  average of the  decimal  numbers,  obtained by (a)
dividing (1) the total amount (if any) credited to Employee  Regular and Company
Matching  Accounts of each such  Employee  who is employed by a Company to which
ss. 4.1 is  applicable,  and who is eligible to participate in the Plan, for the
Plan Year in question,  by (2) his Deferral Compensation for such Plan Year, and
(b) applying the aggregation rules referred to in ss. 4.4(c).
                  (c) The  Contribution  Percentage  for the Highly  Compensated
Employees or non-Highly  Compensated  Employees who are employed by a Company to
which ss. 4.1 is  applicable,  and who are eligible to  participate in the Plan,
for the Plan Year in question,  shall be  calculated by computing the average of
the decimal numbers (calculated separately for each such Employee) determined by
dividing  (i)  the  total  of  all  Employee  Regular  and/or  Company  Matching
Contributions  (including reallocated  forfeitures) made by or on behalf of such
Employee and credited to his Employee  Regular and/or Company  Matching  Account
for the Plan Year, by (ii) such Employee's  Deferral  Compensation  for the Plan
Year.  The special  aggregation  rules set forth in ss.  3.11(b) with respect to
calculation of Deferral  Percentages  shall also apply to the calculation of the
actual Contribution Percentages.
                  (d)  In the event that (but for the application of

688857.1  
                                       30

<PAGE>



this  subsection  (d))  the  Administrator   determines  that  the  Contribution
Percentage  for the  Highly  Compensated  Employees  would  exceed  the  maximum
permitted  under  ss.  4.4(a)  for a Plan Year  (the  "ACP  Maximum"),  then the
Administrator (in its discretion) may reduce, in accordance with ss. 4.4(a), the
percentage or amount of Employee Regular and/or Company  Matching  Contributions
subsequently  to be  contributed  by or on  behalf  of  the  Highly  Compensated
Employees by such percentage or amount as, and for as long as, the Administrator
(in  its   discretion)   may  determine  is  necessary  or  appropriate  in  the
circumstances then prevailing.
                  (e) In the event that the  Administrator  determines  that the
Contribution  Percentage for the Highly  Compensated  Employees  exceeds the ACP
Maximum for a Plan Year, then the amount of any excess  aggregate  contributions
(within the meaning of Section  401(m)(6)(B)  of the Code)  contributed by or on
behalf of any Highly  Compensated  Employee,  and any income allocable  thereto,
shall be distributed to the Highly Compensated  Employee before the close of the
Plan  Year  that  next  follows  the Plan  Year to which  the  excess  aggregate
contributions relate.
                           (i) The amount of excess aggregate  contributions for
a Highly Compensated Employee,  the income allocable thereto and the application
of the family  aggregation  rules shall be determined in the manner  provided in
ss. 3.11(d) with respect to excess contributions.
                           (ii)  Notwithstanding  any contrary  Plan  provision,
except  to the  extent  permitted  under  Section  401(k)  and (m) of the  Code,
multiple use of the  alternative  methods of compliance  with Section 401(k) and
(m) of the Code, as set forth in Section  401(k)(3)(A)(ii)(IX) and (m)(2)(A)(ii)
of the Code, shall not be permitted.  In the event that multiple use occurs,  it
shall be corrected by reducing the Deferral  Percentage  and/or the Contribution
Percentage  for  Highly   Compensated   Employees  (in  the  discretion  of  the
Administrator)  and treating such reductions as excess  contributions  or excess
aggregate


688857.1  
                                       31

<PAGE>



contributions (as appropriate) under ss. 3.11(d) or this subsection (e).
                            (iii)  The foregoing provisions of this  ss. 4.4 are
intended to satisfy the  requirements  of Section 401(m) of the Code and, to the
extent not otherwise stated above,  the provisions of Section  401(m)(2) and (9)
of the Code and Treasury Regulation Sections l.401(m)-1(b) and 1.401(m)-2 are
incorporated herein by reference.
         4.5 Company Matching Contributions shall be paid in cash or in the form
of shares of common stock of Ampex.  When Company Matching  contributions are to
be made in the form of shares of common stock of Ampex,  the number of shares to
be contributed shall be determined  pursuant to such method as shall be selected
by the Administrator and communicated to the Participants.  Notwithstanding  the
foregoing,  this ss. 4.5 shall not be effective  until such date as the Board of
Directors specifies in a duly adopted resolution (which effective date shall not
be retroactive).
         4.6 The Company will make no  contributions  to the Trust Funds related
to or resulting from Supplemental Contributions.
         4.7 (a) In any Plan Year, which shall be the Plan's  "limitation  year"
within  the  meaning  of  Treasury  Regulation  Section  1.415-2(b),  the Annual
Addition of a Participant shall not exceed the least of:
                           (i) 25% of such Participant's Statutory for such Plan
Year,
                           (ii) $30,000 (as adjusted  pursuant to Section 415(d)
of the Code), or
                           (iii) that amount  which  would  result in the sum of
the  "defined  benefit  plan  fraction"  for all  defined  benefit  plans of the
Companies  and  the  "defined   contribution  plan  fraction"  for  all  defined
contribution  plans of the Companies  equaling or exceeding 1.00 with respect to
such Participant. For purposes of this subsection (a):

                   (a) The "defined benefit plan fraction" for

688857.1  
                                       32

<PAGE>



any Plan Year is a fraction,  the  numerator  of which is the  projected  annual
benefit of the Participant  under all the defined benefit plans of the Companies
(determined  as of the close of the Plan Year) and the  denominator  of which is
the lesser of:
                                            (1) the  product of 1.25 and $90,000
(as adjusted pursuant to Section 415(d) of the Code), or
                                            (2)  the  product  of  1.4  and  the
Participant's  average annual Statutory  Compensation for the three  consecutive
Plan Years during  which he was a  Participant  and had his  greatest  aggregate
Statutory Compensation from the Companies.
                   (b) Subject to paragraph (c), the "defined  contribution plan
fraction" for any Plan Year is a fraction,  the numerator of which is the sum of
the  annual   additions  to  the   Participant's   accounts  under  all  defined
contribution  plans  of  the  Companies  for  all  Plan  Years  as  an  Employee
(determined as of the close of the Plan Year) and the denominator of such is the
lesser of:
                                            (1) the  product of 1.25 and the sum
of the  amounts  determined  under  subsection  (a)(ii) for all Plan Years as an
Employee, or
                                            (2) the  product  of 1.4 and the sum
of the  amounts  determined  under  subsection  (a)(i)  for all Plan Years as an
Employee.
                         (c) Notwithstanding  paragraph (b), with respect to all
Plan  Years  ending  before  January  1, 1983,  the  Administrator  may elect to
multiply the denominator of the defined  contribution plan fraction  (determined
for the Plan Year ending in 1982) by a  "transition  fraction".  The  transition
fraction  shall  have (1) a  numerator  which is the  lesser of  $51,875  or 1.4
multiplied by the amount  determined under  subsection  (a)(i) for the Plan Year
ending in 1981, and (2) denominator which is the lesser of $41,500 or the amount
determined under subsection (a)(i) for the Plan Year ending

688857.1  
                                       33

<PAGE>



1981.
                  (b) If the Annual  Addition of a Participant  would exceed the
limits of subsection (a) as a result of (1) an Allocation of forfeitures,  (2) a
reasonable  error in estimating a Participant's  Statutory  Compensation,  (3) a
reasonable  error in determining the amount of Employee Tax Saver  Contributions
that may be made with respect to any Participant without violating the limits of
subsection (a) , or (4) other limited facts and circumstances  found justifiable
by the  Commissioner  of Internal  Revenue,  it shall be reduced  until it comes
within  such  limits  Such  reduction  shall be  accomplished  by  debiting  the
necessary amount, in the following order:
                           (i)  for  such  Plan  Year,   his  Employee   Regular
Contributions which are:
                            (a) Supplemental Contributions, and
                            (b) Basic Contributions;
                           (ii) for such Plan Year and to the extent that
clause (3) above applies, his Employee Tax Saver Contributions which are:
                            (a) Supplemental Contributions, and
                            (b) Basic Contributions;
                           (iii) Company Matching  Contributions and forfeitures
allocated to his Company Matching Account for such Plan Year; and
                           (iv)  Employee Tax Saver  Contributions  allocated to
his Employee Tax Saver Account for such Plan Year.
         The  portion  of  such   amount   attributable   to  Employee   Regular
Contributions  or (to the extent described in subsection  (b)(ii))  Employee Tax
Saver  Contributions first shall be refunded to him, and the balance, if any, of
such reduction shall be allocated to other  Participants in the manner specified
in ss. 4.2(b). If any  Participant's  Annual Addition would, due to such special
allocation,  exceed the limit of subsection (a), the excess shall be reallocated
by a second special allocation,  and so on as necessary to allocate such amounts
within the limits of

688857.1  
                                       34

<PAGE>



subsection  (a).  Any  amounts  which  cannot  be so  allocated  because  of the
limitations of subsection  (a), shall be held in suspense and shall be allocated
and  reallocated in succeeding  Plan Years,  in the order of time,  prior to the
allocation of any other Contributions.
                  (c) In the event the Plan is terminated  while excess  amounts
are then held in suspense  under  subsection  (b), such excess  amounts shall be
allocated and  reallocated  as provided in subsection  (b), as of the day before
the date of the  termination as if such day were the last day of such Plan Year.
Any  amounts  which  cannot  then  be so  allocated  because  of the  limits  of
subsection  (a)  shall  revert  to the  Companies,  as  provided  in  the  Trust
Agreements.

688857.1  
                                       35

<PAGE>




                                    ARTICLE V
                    CHANGE IN ALLOCATION TO INVESTMENT FUNDS

         5.1 Each  Participant  shall  indicate,  on such  election  form as the
Administrator  may  prescribe or in such other manner as the  Administrator  may
designate,  and at such times as the  Administrator  may  permit,  the amount or
percentage  of all amounts  already  allocated  to his  Accounts  that are to be
invested in each of the  Investment  Funds  (other  than the Prior Fixed  Income
Fund). Each such Participant may use such election form or opportunity to change
the  investment of all amounts  already  allocated to his Account or to indicate
that the investment  allocation shall remain the same. A Participant may specify
as to any Investment  Fund by amount or by any percentage that complies with the
provisions of ss. 3.7.
         5.2 If a  Participant  fails to direct the manner in which the  amounts
allocated to his Account are to be invested,  such amounts  shall be invested in
such one of the  Investment  Funds  (other than the Stock  Fund,  if any, or the
Prior Fixed Income Fund) as shall be designated by the Administrator.
         5.3 Each  Participant,  including  a  Participant  who has  incurred  a
Separation  from  Service  but whose  entire  Account  balance  has not yet been
distributed,  may  change  his  investment  instruction  at  such  times  as the
Administrator  may  permit  by  filing  the  election  form  prescribed  by  the
Administrator  or by indicating  the desired  change in such other manner as the
Administrator may designate.
         5.4 Each  investment  direction that is received from a Participant and
satisfies all applicable  requirement  shall be implemented by the Administrator
or, upon

688857.1  
                                       36

<PAGE>



direction by the  Administrator,  by the Trustee,  custodian or recordkeeper (as
appropriate)  as  soon  as  reasonably  practicable  following  receipt  of  the
direction.  The  Administrator  may impose  such timing  restrictions  and other
conditions as shall be necessary or appropriate  in order to provide  reasonable
assurance  that the  implementation  of any investment  direction  shall not (a)
unfairly  disadvantage other persons having an interest in any of the Investment
Funds  involved,  (b)  jeopardize  the  benefits  provided  under  the  plan for
Participants  generally,  or (c)  result  in a  violation  of  federal  or state
securities laws.


688857.1  
                                       37

<PAGE>




                                   ARTICLE VI
                CHANGE IN OR SUSPENSION OF EMPLOYEE CONTRIBUTIONS

         6.1 Upon 30 days' written notice to the  Administrator (or such shorter
period as may be determined by the Administrator), a Participant may direct that
his Employee Regular  Contributions to the Plan, and /or that Employee Tax Saver
Contributions  made on his behalf,  be  suspended  for a period of not less than
three months. Such suspension of Employee Regular  Contributions and/or Employee
Tax Saver Contributions  shall not constitute  withdrawal from the Plan, and the
Participant may resume his Employee  Regular  Contributions  and/or Employee Tax
Saver Contributions upon 30 days' written notice to the Administrator.
         6.2 As of such dates,  upon receipt of written  notice on such form and
at such intervals as the  Administrator  shall specify,  a Participant  may, not
more  often  than  once  in  each  calendar  month,  change  the  percentage  or
percentages  of his Basic  Compensation  to be  contributed  by him as  Employee
Regular Contributions or for him as Employee Tax Saver Contributions.


688857.1  
                                       38

<PAGE>




                                   ARTICLE VII
                  TRUST FUNDS, TRUSTEES AND INVESTMENT MANAGERS

         7.1 One or more  Trustee  shall  be  designated  by  Ampex,  and  Trust
Agreements  shall be executed  between Ampex and the Trustees under the terms of
which  one or more  Trust  Funds  shall  be  established  to  receive  and  hold
contributions, interest and other income and to pay the benefits provided by the
Plan. The Trust Funds shall be held,  administered,  invested and distributed by
the Trustees in accordance with the applicable Trust Agreements. The appropriate
Trustee  shall  have  the  sole  and  exclusive   responsibility  regarding  the
investments of the Trust Funds, expect to the extent that Trust Fund investments
are  subject to  direction  by  Participants  pursuant  to ss. 5,  direction  by
investment  managers  appointed  pursuant  to ss.  7.2,  or  designation  by the
Administrator pursuant to ss. 7.4.
         7.2  Pursuant  to  Sections  402(c)(3)  and  405(c)(1)  of  ERISA,  the
Administrator  may  designate  one or more  investment  managers  as  defined in
Section 3(38) of ERISA to manage (including the power to acquire and dispose of)
any assets of the Plan,  and/or to make  professional  investment  decisions  or
recommendations. Neither the Companies, the Board of Directors, the Trustees nor
the Administrator shall be liable for any act or omission of any such investment
manager, except as required by law.
         7.3 (a) The Trustees, the Board of Directors, the Administrator and the
Committee,  if one is appointed,  shall be named fiduciaries (within the meaning
of Section  402(a)(2) of ERISA) and, as permitted or required by law, shall have
exclusive  authority  and  discretion  to control and manage the  operation  and
administration of the Plan as

688857.1  
                                       39

<PAGE>



provided by law within the limits set forth in the Trust  Agreement,  subject to
proper  delegations.  Such named  fiduciaries,  the Companies,  each  investment
manager  and  every  person  who  exercises  any   discretionary   authority  or
discretionary  control  respecting  management  of the Trust  Funds or Plan,  or
exercises any authority or control  respecting  the management or disposition of
the assets of the Trust  Funds or Plan,  or who  renders  investment  advice for
compensation,  direct or indirect,  with respect to any monies or other property
of the Trust Funds or Plan, or who has authority or  responsibility  to do so or
who has any  discretionary  authority  or  discretionary  responsibility  in the
administration of the Plan, including any person designated by a named fiduciary
to carry out fiduciary responsibilities under the Plan, shall be a fiduciary and
as such shall be subject to provisions of the Plan, the Trust Agreements,  ERISA
and other  applicable laws governing  fiduciaries.  Any person may serve in more
than one  fiduciary  capacity  with  respect  to the Plan.  Notwithstanding  the
foregoing,  no Participant or beneficiary shall be deemed to be a fiduciary with
respect  to the Plan  merely  by  reason  of the  power to give  investment  and
transfer directions with respect to the Participant's Account.
                  (b) Fiduciary responsibilities under the Plan are allocated as
follows:
                           (i) The sole  power  and  discretion  to  manage  and
control the Plan's  assets,  including  but not limited to the  acquisition  and
disposition of Plan assets, is allocated to Trustee A (with respect to the Stock
Fund,  if any, and the Prior Fixed  Income Fund) and Trustee B (with  respect to
all other Plan assets),  except to the extent that (a) an investment  manager if
appointed  with the power to control or manager  including  the power to acquire
and dispose of) assets of the Plan, or (b) such power is

688857.1  
                                       40

<PAGE>



expressly reserved by the Administrator.
                           (ii) The sole  duties,  responsibilities  and  powers
allocated to the Board of Directors shall be those expressly  retained under ss.
14.1.
                           (iii) The sole  duties,  responsibilities  and powers
allocated to the Companies shall be those  expressly  retained under the Plan or
the Trust Agreements.
                           (iv) All fiduciary  responsibilities not allocated to
the Trustees,  the Board of Directors,  the Companies or any investment  manager
are hereby allocated to the  Administrator,  subject to delegation in accordance
with ss. 12.1(f).
         7.4 All  assets  of the Plan  shall be  invested  in one or more of the
following Investment Funds:
                  (a) Trustee A shall  continue to maintain an  Investment  Fund
(the "Prior Fixed Income  Fund") for the purpose of investing  such  portions of
Participants' Accounts as are properly allocable to the Prior Fixed Income Fund,
until  such  time as such  Investment  Fund  can be  liquidated  into  cash  and
reinvested into the other Investment Funds. The Prior Fixed Income Fund shall be
primarily  invested in guaranteed  annuity contracts  heretofore entered into by
Ampex or the  predecessor  to  Trustee  A.  Upon the  direction  of the Board of
Directors  in a duly  adopted  resolution,  Trustee A shall  also  establish  or
maintain an Investment Fund (the "Stock Fund") for the purpose of investing such
portions of Participants'  Accounts as are properly allocable to the Stock Fund.
The Stock Fund shall be  primarily  invested in shares of common stock of Ampex.
To the extent  reasonably  necessary to meet the cash  requirements of the Stock
Fund, such Fund may be invested by Trustee A in units, shares or other interests
in one or more common,  pooled or other collective  short-term  investment funds
which are designated by the  Administrator  and either (i) maintained by Trustee
A, any

688857.1  
                                       41

<PAGE>



other person  described in Section 3(38)(B) of ERISA or an affiliate or any such
person, or (ii) registered under the Investment Company Act of 1940.
                  (b)  In  accordance  with  directions  of  the  Administrator,
Trustee B shall establish or maintain at least four other Investment Funds which
shall be maintained for the purpose of investing such portions of  Participants'
Accounts  as are,  pursuant to  Participants'  investment  instructions  made in
accordance with ss.ss. 5.1 and 5.3,  properly  allocable to each such Fund. Each
such other Investment Fund shall be invested in units, shares or other interests
in one or more common, pooled or other collective investment funds which are (i)
designated by the  Administrator,  Trustee B or an investment  manager appointed
pursuant to ss. 7.2 with  respect to the  Investment  Fund,  and (ii) either (1)
maintained by Trustee B, any other person described in Section 3(38)(B) of ERISA
or an affiliate of such person,  or (2) registered under the Investment  Company
Act of 1940.
                  (c) Except to the extent that  investment  responsibility  for
one or more of the  Investment  Funds  has  been  transferred  to an  investment
manager pursuant to ss. 7.2, the Administrator shall designate the common, poled
or other  collective  investment  funds in which the  Investment  Funds shall be
invested. The Administrator may from time to time change the number, identity or
composition  of the  Investment  Funds  made  available  under  this ss. 7.4 and
redesignate the collective investment funds in which any of the Investment Funds
shall be reinvested in the Investment Funds that realized such income.
                  (d) Temporary  cash balances  arising in any of the Investment
Funds shall be invested where feasible in any collective  short-term  investment
fund described in subsection (a).
         7.5  All Contributions and transfers shall be paid

688857.1  
                                       42

<PAGE>



into the  Investment  Funds (other than the Prior Fixed Income Fund) pursuant to
the Participants' directions made pursuant to ss. 3.7.
         7.6 Brokerage fees, commissions, stock transfer taxes and other charges
or expenses incident to the purchase and sale of securities by, distributions or
withdrawals  from, or transfers among the Investment Funds (other than the Stock
Fund) shall be paid from the investment  Funds involved.  Taxes, if any, payable
by the  Trustees  on the  assets at any time  held in the trust  Funds or on the
income  thereof  shall be paid from the Trust  Funds.  All  other  expenses  and
charges incurred in connection with the  administration  of the Plan,  including
the Trustees' fees and expenses,  investment  managers'  fees and expenses,  and
those of their respective counsel, shall be paid from the Trust Funds, if and to
the extent not paid by the Companies.
         7.7 To the extent that the power to vote  securities  held in the Trust
Funds is delegated to one or more investment  managers,  the Trustees shall have
the authority (in their discretion) to exercise all voting and other shareholder
rights with respect to all securities held by it in Investment Funds.
         7.8 (a) Subject to the  provisions  of  subsection  (b), the  following
provisions  shall  apply  with  respect to voting,  tender and  exchange  offers
relating to shares of common stock of Ampex ("Stock") held in the Stock Fund:
                           (i)  Whenever any proxies or consents are
solicited from the  shareholders of Stock,  each Participant (or in the event of
death, his beneficiary) whose Account is credited with any shares of Stock shall
have the right to direct  Trustee A in  writing  as to the  manner in which such
shares shall be voted.  Trustee A or another person designated by Ampex (but not
otherwise   affiliated   with  Ampex)  to  solicit  and/or   tabulate  votes  of
shareholders of

688857.1  
                                       43

<PAGE>



Stock generally (a "Recordkeeper")  shall utilize its best efforts to distribute
or  cause  to  be  distributed  in a  timely  manner  to  each  Participant  (or
beneficiary)  a copy of the proxy  solicitation  material sent to  shareholders,
together with a form addressed to Trustee A or the  Recordkeeper  soliciting the
Participant's (or beneficiary's)  confidential,  written  instructions as to the
manner in which such shares shall be voted. If such  instructions  are sent to a
Recordkeeper, the Recordkeeper shall communicate the instructions to Trustee A.
         Upon receipt of such  instructions,  Trustee A or the  custodian  shall
vote such  shares  as  instructed.  Shares  of Stock  (a) as to which  Trustee A
receives no voting instructions, or (b} which are held in the Stock Fund but are
not credited to any Participant's (or beneficiary's)  Account, shall be voted by
Trustee A in the same  proportion  as  shares  are to be voted  pursuant  to the
written voting instructions received by Trustee A.
                           (ii) Each Participant (or, in the event of death, his
beneficiary)  whose  Account is credited with any shares of Stock shall have the
right to direct  Trustee A in  writing as to the manner in which to respond to a
tender or exchange offer with respect to such shares.  Trustee A or, if Ampex so
elects, a Recordkeeper (as defined in subsection  (a)(i)) shall utilize its best
efforts to  distribute  or cause to be  distributed  in a timely  manner to each
Participant  (or  beneficiary)  such  information  as  will  be  distributed  to
shareholders  of Stock in  connection  with any such tender or  exchange  offer,
together with a form addressed to Trustee A or the  Recordkeeper  soliciting the
Participant's  (or  beneficiary's)  confidential,  written  instructions  as  to
whether such shares shall be tendered or  exchanged.  If such  instructions  are
sent to a Recordkeeper,  the Recordkeeper  shall communicate the instructions to
Trustee A. If Trustee A receives no

688857.1  
                                       44

<PAGE>



written directions from a Participant (or beneficiary) as to the manner in which
to respond  to such a tender or  exchange  offer,  Trustee A shall not tender or
exchange  any shares of Stock  credited  to the Account of the  Participant  (or
beneficiary).  Shares  of Stock  which  are held in the  Stock  Fund but are not
credited to the Account of any Participant (or beneficiary) shall be tendered or
exchanged by Trustee A in the same  proportion  as the shares which are credited
to the  Accounts  of  Participants  (or  beneficiaries)  are to be  tendered  or
exchanged.
                  (b) Notwithstanding any contrary Plan provision,  for purposes
of applying subsection (a) and Section 403(a)(1) of ERISA, to the extent Section
404(c) of ERISA does not apply, each Participant (or, in the event of death, his
beneficiary)  shall be deemed to be a "named  fiduciary"  (within the meaning of
Section  402(a) of ERISA)  with  respect to the shares of Stock as to which such
Participant (or beneficiary) has the right of direction regarding voting, tender
or  exchange.  The  directions  received by Trustee A and any  Recordkeeper  (as
defined in subsection (a)(i)) from the Participants (or beneficiaries)  shall be
held by  Trustee A or the  Recordkeeper  in strict  confidence  and shall not be
divulged or released to any person,  including employees,  officers or directors
of Ampex or any Affiliate;  provided, however, that, to the extent necessary for
the  operation  of the Plan,  such  directions  may be relayed by Trustee A to a
recordkeeper or auditor for the Plan which recordkeeper or auditor (a) is not an
Affiliate,  and (k) agrees not to divulge such  directions  to any other person,
including employees, officers or directors of Ampex or any Affiliate.
         7.9 The Trustees shall,  except as otherwise  provided in the Plan, pay
all amounts  payable  under the Plan to the person or persons  designated by the
Plan and not to any other person or corporation. The receipt by the person to

688857.1  
                                       45

<PAGE>



whom such payment is made shall be a complete  discharge to the  Companies,  the
Administrator and the Trustees, and their officers,  directors and employees for
any sum so paid;  and when any such  payment is  tendered as payment in full for
all amounts due and payable to such person in accordance with the Plan, shall be
a complete  discharge  to such person of all claims  arising  under or connected
with  participation in the Plan or the participation of the person under whom he
is claiming.
         7.9 The funding  policy  established in this Article VII may be changed
by amending the Plan in accordance with ss. 13.1.


688857.1  
                                       46

<PAGE>




                                  ARTICLE VIII
                            VALUATION OF TRUST FUNDS

         The values of Investment  Funds shall be  determined  separately by the
applicable  Trustee  as of the  close  of each  business  day.  In  making  such
determinations,  the Trustees  shall take into account the market price or other
fair market value of the assets held,  accrued income and uninvested  cash. Each
Participant's  Account shall be adjusted to reflect the value of its interest in
each  of  the   Investment   Funds  as  of  the   applicable   Valuation   Date.
Notwithstanding   any  contrary  Plan  provision,   the  Administrator  (in  its
discretion) shall determine the share, unit or other method(s) of accounting for
the interest of each Participant's Account in the Investment Funds.


688857.1  
                                       47

<PAGE>




                                   ARTICLE IX
                    DISTRIBUTION UPON SEPARATION FROM SERVICE

         9.1 (a) (i)  Upon  Separation  from  Service,  a  Participant  shall be
entitled to receive  (subject to income tax withholding) the value of his vested
Accounts  as of the  last  Valuation  Date of the  month  in which he was last a
Participant. Distribution shall be effected by the delivery to him of the number
of full shares of stock  represented by the value of his vested  Accounts in the
Stock Fund (with the value of fractional shares to be paid in cash), if any, and
by  payment  to him of the  cash  value  of his  vested  Accounts  in the  other
Investment Funds.
                           (ii)  Such  distribution  shall  be  made  as soon as
practicable  after Separation from Service.  If the vested balance credited to a
terminated  Participant's  Account  exceeds $3,500 as of the Valuation Date that
(a) next precedes the date of the distribution, or (b) next preceded the date of
any prior  distribution or withdrawal from the Account,  a distribution shall be
made  from the  Account  only if the  Participant  consents  in  writing  to the
distribution on such form as the Administrator  shall prescribe.  In the absence
of such consent,  the  Participant  shall be deemed to have elected to leave his
vested Account in the Trust Fund for later  distribution.  A Participant  who so
elects to leave his Account in the Trust Funds shall remain a Participant in the
Plan until the Account is finally distributed;  provided, however, that he shall
not have the right to make any further Contributions under Article III. He shall
have the right to make  transfers of values  under  ss.ss.  5.1, 5.3 and 5.4, in
accordance  with  his  particular  eligibility  at the time of  Separation  from
Service.

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<PAGE>


                           (iii) In the case only of a Participant  who became a
Participant  before January 1, 1994. and whose Separation from Service occurs by
reason of Retirement,  the Participant  may elect to receive  (subject to income
tax withholding) either a single-sum distribution, as provided in ss. 9.1(a)(i),
or distribution of the value of his Account in the Investment  Funds (other than
the Stock Fund), in accordance with this subsection  (a)(iii),  in approximately
equal  installments  (provided that the first installment may be larger than the
remaining  installments),  over a period  certain,  which shall begin as soon as
practicable after his Separation from Service.
                     (a)  The  period  of  time  over  which  such   installment
distributions  are made shall not  exceed the  shorter of (1) ten years from the
applicable  benefit  commencement  date,  (2) the joint  life and last  survivor
expectancy of the Participant and his spouse (if designated as his beneficiary),
or (3) the joint life and last survivor  expectancy of the  Participant  and his
designated non-spouse beneficiary;  provided, however, that if the Participant's
spouse is not his sole  beneficiary,  the minimum amount  distributed  each year
shall  not be less  than the  quotient  obtained  by  dividing  (x) the  balance
credited to his Account as of the last Valuation Date of the preceding  year. by
(y) the  applicable  divisor,  as  determined  under  the  minimum  distribution
incidental benefit requirement of Section 401(a)(9) of the Code.
                     (b) For purposes of paragraph (a), life expectancies  shall
be calculated in the manner prescribed under Section 401(a)(9) of the Code as of
the Participant's and beneficiary's birthdays in the calendar year preceding the
required  beginning  date  determined  under  ss.  9.2(a)(iv)  and  shall not be
recalculated thereafter.
                     (c)  An   eligible   Participant   who  elects  to  receive
installment distributions of his Accounts in the

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Investment  Funds  (other than the Stock  Fund)  shall  receive the value of his
Accounts in the Stock Fund in a single-sum  distribution  of stock (and the cash
value of fractional shares) as soon as practicable following his Separation from
Service.
                     (d) A  Participant  who has  begun to  receive  installment
distributions  may elect to receive the  balance of his Account in a  single-sum
payment.
                     (e) In lieu of  installment  distributions  from  the  Plan
pursuant  to this  subsection  (a)(iii),  the  Administrator  may  distribute  a
nontransferable single premium annuity contract for a term certain providing for
payments in accordance with this subsection (a)(iii).
               (iv) In any event, if upon a participant's Separation of Service,
his  vested  balance  credited  to his  Account  exceeds  $3,500  as of the date
described in paragraph (ii) hereof and if such  Participant  does not consent in
writing  to an earlier  benefit  commencement  date,  the  distribution  of such
Participant's  Account balance shall be made after the last day of the Plan Year
in which occurs the later of the  Participant's  Normal  Retirement  Date or the
Participant's  Separation  from  Service,  but not later than the 60th day after
such last day.  Notwithstanding anything to the contrary in this Plan and to the
extent required by Section 401(a) of the Code, a Participant's  Account balances
may not be  distributed to him later than April 1 of the calendar year following
the calendar year in which he attains age 70 1/2.
                  (b) Upon  Separation  from Service prior to full vesting under
ss.  11.2, a  Participant  shall  forfeit his Company  Matching  Account,  which
forfeitures  shall be disposed of in  accordance  with ss. 11.3,  subject to the
following rules:
                           (i)  If the Participant again becomes an

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Employee after he incurs five  consecutive  Break in Service Years, his Credited
Service for the period after his  Separation  of Service shall not be taken into
account for purposes of vesting in his Company  Matching  Account balances as of
such Separation of Service.
                     (ii) If the Participant again becomes an Employee before he
incurs five  consecutive  Break in Service Years,  his Credited  Service for the
period  after his  Separation  of Service  shall not be taken into  account  for
purposes  of  vesting  in his  previously  forfeited  Company  Matching  Account
balances, unless either (a) he does not incur even one Break in Service Year, or
(b) he repays to the Plan an amount equal to the full amount of any distribution
made to him from his  Employee  Regular and Employee  Tax Saver  Accounts  under
subsection (a) before the fifth  anniversary of his reemployment  date. Upon his
reemployment  prior to  incurring  a one  Break  in  Service  Year or upon  such
repayment,  as the case may be, such  forfeited  values shall be restored to his
forfeited Accounts by applying  forfeitures pending reallocation and unallocated
earnings and gains of the trust Funds in that order.
                  (c) If a  Participant  was not vested in his Company  Matching
Account and incurs a Separation from Service followed by a number of consecutive
Break in  Service  Years  equal to or in  excess of the  greater  of five or the
number of years of  Credited  Service  as of such  Separation  of  Service,  his
Credited Service for the period prior to such Separation of Service shall not be
taken into account for purposes of determining his vested status thereafter.
         9.2 (a)  Upon the  death  of a  Participant,  the  value of his  vested
Account as of the last  Valuation  Date on which he was a  Participant  shall be
distributed to his surviving  spouse,  if any, except to the extent,  if any, to
which the surviving spouse has consented under ss. 3.2(c) to the

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<PAGE>



designation  of one or more other  beneficiaries,  and in such event,  or if the
Participant had no surviving spouse, to the executor and/or administrator of the
Participant's estate.
                  (b) Distribution  shall be made under subsection (a) either in
one  distribution of cash and shares of stock as described in ss.  9.1(a)(i) or,
at the election of the  designated  beneficiary  of a  Participant  who became a
Participant before January 1, 1994, in a single payment of stock and installment
payments over a period certain as provided in ss. 9.1(a)(iii). Such period shall
not exceed (i) the end of the period certain elected by the Participant,  if his
death occurred after  receiving the first  installment  payment under ss. 9.1(a)
iii), or (ii) the life expectancy of the beneficiary as calculated in accordance
with ss. 9.l(a}(iii)(b).  Any distribution pursuant to this subsection (b) shall
be made or commenced no later than the first  anniversary  of the  Participant's
death.
         9.3  (a)  If  an  amount  payable  under  this  Article  IX  cannot  be
ascertained  or the person to whom it is  payable  has not been  ascertained  or
located within the stated time limits,  and if reasonable  efforts to do so have
been  made,  then  distribution  shall be made not later than 60 days after such
amount is determined or such person is ascertained or located,  or as prescribed
in subsection (b).
                  (b) If, within one year after a Participant's  Separation from
Service has occurred, the Administrator,  in the exercise of due diligence,  has
failed to locate  him (or if the  Separation  from  Service  is by reason of his
death,  has failed to locate the person entitled to his vested Account under ss.
9.2),  his entire  distributable  interest  in the Plan shall be  forfeited  and
reallocated under ss. 11.3;  provided,  however,  that if the Participant (or in
the case of his death, the person entitled thereto under ss. 9.2)

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<PAGE>



makes proper claim  therefor,  the amount so forfeited  shall be restored to the
Participant's Account,  applying forfeitures and earnings and gains of the Trust
Funds, in that order, as necessary.
         9.4 Notwithstanding any contrary Plan provision,  if the distributee of
any eligible rollover  distribution (within the meaning of Section 401(a)(31)(C)
of the Code) (a) elects to have at least $500 of such distribution paid directly
to an eligible  retirement plan (within the meaning of Section  401(a)(31)(D) of
the Code), and (b) specifies such plan on such form, at such time and subject to
such  permissible   restrictions  as  the  Administrator  may  prescribe,   such
distribution  or portion  thereof shall be made in the form of a direct rollover
to such plan, in accordance  with and subject to the conditions and  limitations
of Section 401(a)(31) and related provisions of the Code.


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<PAGE>




                                    ARTICLE X
                          WITHDRAWAL DURING EMPLOYMENT

         10.1 A  Participant  who is an Employee may make a withdrawal  from the
Plan, in an amount or amounts approved by the  Administrator,  from his Employee
Regular Account,  his vested Company  Matching  Account,  his Rollover  Account,
and/or if he has attained age 59-1/2, his Employee Tax Saver Account, determined
as of the valuation Date coincident  with or next following the  Administrator's
receipt of the  Participant's  notice of  withdrawal,  subject to the  following
restrictions:
                  (a) A  Participant  may  make  withdrawals  from  his  Company
Matching  Account  only after he has  withdrawn  all amounts  from his  Employee
Regular Account,  his Rollover Account,  and if he has attained age 59-1/2.  his
Employee Tax Saver Account.
                  (b)  Withdrawals  from a  Participant's  Employee  Regular and
Employee  Tax  Saver  Accounts  shall be deemed to be made  first  from  amounts
attributable to Supplemental Contributions.
                  (c) A withdrawal  shall be made from the  Investment  Funds in
amounts attributable to his Account(s) in question,  in such order of withdrawal
as the Administrator may determine, subject to subsection (a)
                  (d)  The  amount  withdrawn  will  be  paid  (subject  to  tax
withholding) in cash except for the value of his Account in the Stock Fund which
will be paid to him in full shares of stock.
                  (e) In the case of a withdrawal of any amount  attributable to
a Participant's Basic Contributions, except in the case of a withdrawal from the
Participant's Employee Regular or Employee Tax Saver Account following

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<PAGE>



his layoff from employment with his Company,  there shall be a suspension of the
Participant's  Company  Matching  Contributions  for  a  period  of  six  months
following the date of the withdrawal.
         10.2  Subject  to  the  conditions  set  forth  in  this  ss.  10.2,  a
Participant  who is an  Employee  may make a  withdrawal  from the Plan from his
Employee Tax Saver Account in the event of Hardship. A Hardship withdrawal shall
be made from the  Participant's  Employee  Tax Saver  Account in the  Investment
Funds,  in such order of  withdrawal as the  Administrator  may  determine.  The
amount  withdrawn  will be paid  (subject  to income tax  withholding)  in cash,
except for the value of the withdrawal  from his Account in the Stock Fund which
will be distributed to him in full shares of stock. A withdrawal  under this ss.
10.2  shall  not  exceed  the  lesser  of (1) the  amount  required  to meet the
immediate  financial need created by the Hardship and not  reasonably  available
from  other  resources  of the  Participant,  or (2) the  dollar  amount  of the
Participant's Tax Saver contributions. The Administrator shall determine whether
the amount is required to meet the Participant's immediate financial need on the
basis of all relevant facts and  circumstances.  In making such  determinations,
the  Administrator  may require a Participant to provide such  information as it
may  reasonably  require and to  represent to the  Administrator,  in the manner
specified by it, that:
                  (a) The  withdrawal  does not exceed the  immediate  and heavy
financial need created by the Hardship; and
                  (b) The  immediate  and heavy  financial  need  created by the
Hardship cannot be relieved:
                           (i)  Through   reimbursement   or   compensation   by
insurance or otherwise;
                           (ii) By reasonable  liquidation of the  Participant's
assets, to the extent such liquidation would

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<PAGE>



not itself cause an immediate and heavy financial need;
                           (iii) By cessation of Employee  Regular and Tax Saver
Contributions; or
                           (iv) By other distributions, withdrawals or loans (if
nontaxable at the time of the loan) from plans  maintained by the Company or any
Affiliate or by  borrowing  from  commercial  sources on  reasonable  commercial
terms.
         10.3 A  withdrawal  under  ss.  10.1  or  10.2  shall  not  reduce  the
Participant's interest in, or rights in respect of, the balance of his Account.
         10.4 After a withdrawal  under ss. 10.1 or 10.2, a Participant  may, at
intervals of not less than six months after the last previous  such  withdrawal,
again make a withdrawal under ss. 10.1 or 10.2.


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<PAGE>




                                   ARTICLE XI
                             VESTING AND FORFEITURES

         11.1 A Participant's Employee Regular,  Employee Tax Saver and Rollover
Accounts shall at all times be fully vested and nonforfeitable.
         11.2 The  interest of a  Participant  in his Company  Matching  Account
shall become fully vested and nonforfeitable upon the earliest to occur of:
                  (a)  his completion of five years of Credited Service,
                  (b)  his death,
                  (c)  his 65th birthday,
                  (d)  his total disability,
                  (e)  his release from employment (other than by discharge),
                  (f) in the event of layoff,  30 days following his layoff date
of record, or
                  (g)  the  termination  or  discontinuance  of the  Plan  under
Article XIV if he is then an employee of a Company or an Affiliate.
                  11.3 Amounts  attributable to Company  Matching  Contributions
standing to the credit of a  Participant's  Account  which are  forfeited by the
Participant  under the  provisions of ss. 9.1 shall be  cancelled,  and shall be
applied first to the  restoration  of  forfeitures  under ss.  9.1(b),  and then
against the Company's  next Company  Matching  Contributions  to the Trust Funds
pursuant  to  Article  IV;   provided,   however,   that  no  Company   Matching
Contributions shall be repaid to or otherwise recovered by any Company.


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<PAGE>




                                   ARTICLE XII
                                 ADMINISTRATION

         12.1 The Administrator shall conduct the general  administration of the
Plan in  accordance  with the Plan and shall  have all the  necessary  power and
authority to carry out that  function,  including  the  following  discretionary
powers and authority:
                  (a) To determine  questions of eligibility of Participants and
the entitlement to amounts of Participants,  former Participants,  beneficiaries
and all other persons.
                  (b) As required  by law,  to engage and  designate a qualified
public accountant meeting the requirements of Section 103(a)(3)(D) of ERISA, and
other  actuaries,  accountants,  attorneys,  appraisers,  brokers,  consultants,
administrators,  physicians  or other  persons and (with the Companies and their
officers,  directors  and  employees)  to rely  upon  the  advice,  opinions  or
valuations  of any  such  persons  and,  except  as  required  by law,  be fully
protected in acting or relying thereon in good faith.
                  (c) To adopt any rules for the administration,  interpretation
and application of the Plan as are not inconsistent with the Plan and applicable
law, and to amend or revoke any such rule,
                  (d) To interpret,  and to resolve any ambiguities in, the Plan
and any rules adopted under subsection (c).
                  (e) To conduct  claim  review  procedures  as  provided in ss.
12.10.
                  (f) To  delegate  any  power or duty to any  other  person  or
persons including a Committee appointed pursuant to ss. 12.3.
                  (g)  To impose a reasonable charge to cover the

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<PAGE>



cost of furnishing to Participants or beneficiaries, upon their written request,
documents as required under Section  104(b)(4) of ERISA,  but not for furnishing
information,  statements or documents as required by Section  104(b)(1),  (2) or
(3) or Section 104(c) or Section 105(a) or (c) of ERISA.
                  (h) To  determine  in good faith the fair market  value of any
asset other than a security for which there is a generally recognized market.
         12.2 The Plan shall not be operated so as to  discriminate  in favor of
Participants  who are  officers or  shareholders  or who are Highly  Compensated
Employees.  The Plan shall be uniformly and consistently interpreted and applied
with  regard to all  Participants  in similar  circumstances.  The Plan shall be
administered,  interpreted  and applied  fairly and  equitably and in accordance
with the specified purposes of the Plan.
         12.3 Ampex may, but need not,  appoint a committee  consisting of three
or more members  appointed by and holding  office during  Ampex's  pleasure,  to
function as specified under ss. 1.2.
         12.4  Committee  members may resign at any time by  delivering  written
notice to Ampex.
         12.5  Vacancies  on the  Committee  shall  be  filled  by  Ampex at its
pleasure.  If at any time there should be no members of the Committee in office,
Ampex shall again have its full responsibilities as Administrator.
         12.6 The  Committee  shall act by a majority  of its members in office;
provided,  however, that it may appoint any of its members, or a non-member,  to
act on behalf of the  Committee  on matters  arising in the  ordinary  course of
administration.  No member of the Committee shall vote on any matter in which he
is personally interested, except on matters applying to Participants generally.
         12.7  Except as provided in ss. 12.10, all actions taken

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<PAGE>



and all  determinations  made by the  Committee in good faith shall be final and
binding upon all  Participants,  the  Companies,  the Trustees,  any  investment
manager and any person  interested in the Plan or the Trust Funds,  and shall be
given the maximum possible deference allowed by law.
         12.8 Copies of the Plan and any other  documents  and  records  which a
Participant  is entitled by law to inspect shall be open to inspection by him or
his duly  authorized  representative  at the  principal  office  of Ampex at any
reasonable business hour.
         12.9 Committee  members shall not receive  compensation  from the Trust
Funds for  serving  on the  Committee.  The  Companies  shall  pay or  reimburse
Committee  members for all  expenses  reasonably  incurred by them in, and shall
indemnify and hold them and the Companies' officers and employees harmless from,
all claims, liabilities and costs (including reasonable attorneys" fees) arising
out of the good faith  performance  of their  functions  under the Plan, and may
obtain and provide for them,  at the  Companies'  expense,  liability  insurance
against  liabilities  imposed on them by law. All expenses  properly incurred by
the Administrator and the Committee in the administration of the Plan, including
legal expenses incurred in the preparation and amendment of documents,  shall be
paid from the Trust Funds, if and to the extent not paid by the Companies.
         12.10 (a) A claim by a Participant, former Participant,  beneficiary or
any other person shall be presented in writing as soon as practicable  after the
occurrence of the events giving rise to the claim.  The claim shall be presented
to a claims officer who shall be appointed by the Administrator.
                  (b) The claims  officer shall,  within a reasonable  time, not
exceeding  90 days  after the claim is  received,  consider  the claim and shall
issue his

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<PAGE>



determination thereon in writing.
                  (c) If the claim is granted,  the appropriate  distribution or
payment shall be made from the Trust Funds or by the Companies.
                  (d) If the claim is wholly or  partially  denied,  the  claims
officer  shall,  within a reasonable  time,  provide the  claimant  with written
notice of the denial,  setting forth, in a manner calculated to be understood by
the claimant:
                           (i) the specific reason or reason for the denial,
                           (ii) specific references to pertinent Plan the denial
is based,
                           (iii) a  description  of any  additional  material or
information  necessary for the claimant to perfect the claim and an  explanation
of why such material or information is necessary, and
                           (iv)  an  explanation  of  the  Plan's  claim  review
procedure.
                  (e) The claims  officer  shall  provide each  claimant  with a
reasonable opportunity to appeal a denial of a claim by the claims officer for a
full and fair review by the  Administrator.  The claimant or his duly authorized
representative:
                           (i) may request a review upon written  application to
the Administrator (which shall be filed with his Company),
                           (ii) may review  pertinent  documents,  and (iii) may
submit issues and comments in writing.
                  (f) The  Administrator  may establish  such time limits within
which a claimant  may  request  review of a denied  claim as are  reasonable  in
relation to the nature of the  benefit  which is the subject of the claim and to
other attendant circumstances but which, in no event, shall be

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<PAGE>



less than 60 days after  receipt by the claimant of written  notice of denial of
his claim.
                  (g) The decision by the  Administrator  upon review of a claim
shall be made not later than 60 days after receipt by the Company of the request
for  review,  unless  special  circumstances  require an  extension  of time for
processing,  in which case a decision shall be rendered as soon as  practicable,
but not later than 120 days after receipt of the request for review.
                  (h) The  decision  on  review  shall be in  writing  and shall
include specific reasons for the decision,  written in a manner calculated to be
understood  by the  claimant,  and specific  references  to the  pertinent  Plan
provision on which the decision is based.
                  (i) To the  extent  permitted  by  law,  the  decision  of the
Administrator  (if no review  is  properly  requested)  or the  decision  of the
Administrator  on review,  as the case may be, shall be final and binding on all
parties,  if  warranted  on the record and  reasonably  based on the law and the
provisions of the Plan and Trust Agreement.
         12.11 The Secretary of the Company is hereby designated as agent of the
Plan for the service of legal process.
         12.12 No person shall have any rights in or to the Trust Funds or other
assets  of the  Plan,  or under the Plan,  except  as,  and only to the  extent,
expressly  provided for by the Plan. The benefits  provided under the Plan shall
be only those  provided by the assets of the Trust Funds,  and no liability  for
payment of Plan  benefits  shall be imposed  upon Ampex or the Company or any of
their  Employees,  officers,  directors or  shareholders.  To the maximum extent
permissible under Sections 404(c) and 410 of ERISA,  neither the Companies,  the
Board of Directors,  the Trustees, the Administrator nor the Committee,  if any,
shall be subject to any fiduciary liability with respect to investment

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<PAGE>



directions made under ss. 3.7 or Article V, or any other liability or duty under
the Plan,  except as expressly  provided in the Plan,  or for any action  taken,
omitted or supplied in good faith.


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                                  ARTICLE XIII
                                NONASSIGNABILITY

         13.1 It is a  condition  of the  Plan,  to  which  all  rights  of each
Participant and beneficiary  shall be subject,  that no right or interest of any
Participant  or  beneficiary  under  the  Plan or in the  Trust  Funds  shall be
assignable or transferable  in whole or in part,  either directly or indirectly,
by  operation of law, or  otherwise,  including,  but not by way of  limitation,
execution,  levy, garnishment,  attachment,  pledge, bankruptcy, or in any other
manner,  but  excluding  devolution  by death  or  mental  incompetency,  unless
otherwise required by the tax withholding  provisions of the Code or any state's
income tax laws,  and no right or interest  of any  Participant  or  beneficiary
under the Plan or in the Trust  Funds  shall be liable  for or subject to any of
his  obligations  or  liabilities.  The foregoing,  however,  shall not apply to
prevent any payment pursuant to a qualified domestic relations order (within the
meaning of Section 414(p) of the Code) (a "QDRO").
         13.2 (a) The  Administrator  shall  establish  written  procedures  for
determining whether a domestic relations order purporting to dispose of all or a
portion of a  Participant's  Account is a QDRO.  No payment shall be made to any
person designated in a domestic relations order (an "Alternate Payee") until the
Administrator (or a court of competent jurisdiction reversing an initial adverse
determination by the Administrator) determines that the order is a QDRO. Payment
shall be made to each Alternate Payee as specified in the QDRO.
                           (i) Payment  may be made to an  Alternate  Payee,  in
accordance with a QDRO, at any time beginning as

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<PAGE>



soon as  practicable  after the QDRO  determination  is made,  without regard to
whether  payment,  if made to a Participant  at the time  specified in the QDRO,
would be permitted under the terms of the Plan.
                           (ii) If the  QDRO  does  not  provide  for  immediate
payment to an Alternate Payee, the Administrator shall establish a subaccount to
record the interest of that Alternate Payee in the  Participant's  Account.  The
Alternate Payee shall have all the same rights to make such investment decisions
with respect to his subaccount as the  Participant has under ss. 3.7 and Article
V. Pending  distribution  of his  subaccount,  an  Alternate  Payee shall not be
permitted to make  withdrawals  (except in accordance  with the QDRO pursuant to
this ss. 13.2) or borrow  funds from the  subaccount.  Payment to the  Alternate
Payee shall not be deferred beyond the date  distribution to the Participant (or
his beneficiary) is made.
                  (b) With respect to any  distributions  to or withdrawals by a
Participant under Articles IX or X, if the Administrator  receives notice before
the  distribution or withdrawal is made that a QDRO is being sought with respect
to the  Participant's  Account,  the Administrator (in its discretion) may delay
the distribution or withdrawal for a reasonable time pending the issuance of the
QDRO.


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<PAGE>




                                   ARTICLE XIV
                 AMENDMENT. TERMINATION. MERGER OR CONSOLIDATION

         14.1 The Board of Directors  shall have the right at any time, and from
time to time,  to amend,  in whole or in part,  any or all of the  provisions of
this Plan. However, no such amendment shall:
                  (a)  authorize  or permit any part of the Trust  Funds  (other
than such part as is required to pay taxes and  administrative  expenses)  to be
used for or  diverted to purposes  other than for the  exclusive  benefit of the
Participants or their beneficiaries or estates;
                  (b) cause any reduction in Participant's  Account,  divest any
portion of an Account  that is then vested  under the Plan,  or except as may be
permitted  under Section  411(d)(6) of the Code,  eliminate any optional form of
benefit with respect to benefits accrued prior to adoption of the amendment; or
                  (c) cause or permit any  portion of the Trust  Funds to revert
to or become the property of any Company.
         14.2 Ampex shall have the right at any time to terminate this Plan, and
each Company shall have the right to  discontinue  its  Contributions  under the
Plan. Upon complete or partial termination of the Plan or complete and permanent
discontinuance of a Company's Contributions, the rights and interests of each of
such Company's  Participants  in the  Participants'  Accounts  (including  their
rights and  interests  in Company  Matching  Accounts)  while  employed  by such
Company  shall  become  fully  vested  and shall not  thereafter  be  subject to
forfeiture.  Discharge  or  layoff of  Employees  of a  Company  without  such a
declaration  shall not result in a  termination  or partial  termination  of the
Plan, except to the extent required by law. Upon termination of

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the  Plan  or  the  complete  and  permanent   discontinuance   of  a  Company's
Contributions,  the  Administrator  shall direct the Trustee to  distribute  all
assets attributable to such Company's Participants,  remaining in the Trust Fund
after payment of any expenses properly  chargeable  against such portions of the
Trust  Funds,  to such  Company's  Participants  in  accordance  with the values
credited  to  their  Accounts  as of the  date  of such  termination;  provided,
however,  that  the  balances  credited  to each  such  Company's  Participants'
Accounts may be distributed  prior to Severance from Service only to the limited
extent  permitted  by  Section  401(k)(2)(B)  of the Code.  The  Administrator's
determination shall be conclusive upon all persons.
         14.3 (a) In the event of the  consolidation or merger of a Company with
or into any other  corporation,  or the sale by a  Company  of its  assets,  the
resulting  successor  may  continue  the  Plan by  resolution  of its  board  of
directors  and by executing  any required  supplemental  agreements to the Trust
Agreements. If, within 90 days from the effective date of such consolidation,  a
merger or sale of assets,  the new corporation does not adopt the Plan, the Plan
shall be terminated with respect to such Company in accordance with ss. 14.2.
                  (b)  There  shall  be no  merger  or  consolidation  with,  or
transfer of the assets or  liabilities  of the Plan to any other plan unless the
account balance of each Participant immediately after the merger,  consolidation
or transfer equals the total of the Participant's  account balances  immediately
before the merger, consolidation or transfer.


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                                   ARTICLE XV
                               GENERAL PROVISIONS

         15.1 Any  Affiliate  may,  with the approval of the Board of Directors,
adopt  the Plan as a whole  corporation  or as to any one or more  divisions  or
classifications  of Employees,  as permitted by law and by resolution of its own
board of  directors.  Any such  Affiliate  shall  give  written  notice  of such
adoption  to the  Administrator  and  to the  Trustees  by its  duly  authorized
officers.
         15.2 Notwithstanding any contrary Plan provision,  at no time shall any
assets of the Plan be used for,  or  diverted  to,  purposes  other than for the
exclusive benefit of Participants,  beneficiaries and other persons receiving or
entitled to receive  benefits or payments under the Plan.  Except to the limited
extent  permitted  by ss.ss.  4.7(c) and 15.3,  no assets of the Plan shall ever
revert to or become the property of the Company.
         15.3 Any  obligation  of the  Company to  contribute  Tax Saver  and/or
Company  Matching  Contributions  under the Plan is hereby  conditioned upon the
continued  qualification  of the Plan under  Section  401(a) of the Code and the
exempt status of the Trust Funds under  Section  501(a) of the Code and upon the
deductibility  of such Tax Saver and/or  Company  Matching  Contributions  under
Section 404 (a) of the Code.  That portion of any Tax Saver or Company  Matching
Contribution  which is made by reason of a good  faith  mistake  of fact,  or by
reason of a good faith mistake in determining the deductibility of such portion,
shall be returned to the Company as promptly as practicable,  but not later than
one year after the contribution was made or the deduction was disallowed (as the
case may be) The amount returned pursuant to the preceding sentence shall be an

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amount equal to the excess of the amount  actually  contributed  over the amount
that would have been  contributed  if the mistake  had not been made;  provided,
however,  that gains attributable to the returnable portion shall be retained in
the Trust Funds;  and provided,  further,  that the returnable  portion shall be
reduced (a) by any losses attributable  thereto, and (b) to avoid a reduction in
the  balance of any  Participant's  Account  below the  balance  that would have
resulted if the mistake had not been made.
         15.4 Neither the  establishment  or maintenance of the Plan, the making
of  any  contributions,  nor  any  action  of the  Company,  the  Trustees,  the
Administrator  or the  Committee,  if any,  shall be held or construed to confer
upon  any  individual  any  right  to be  continued  as an  Employee  nor,  upon
dismissal,  any right or interest in the Trust Funds or any other  assets of the
Plan, except to the extent provided in the Plan. The Company expressly  reserves
the right to discharge any Employee at any time.
         15.5 The  provisions of the Plan shall be construed,  administered  and
enforced in accordance with ERISA and, to the extent applicable, the laws of the
State of California.
         15.6 If any provision of the Plan is held invalid or unenforceable, its
invalidity  or  unenforceability  shall not affect any other  provisions  of the
Plan,  and the Plan shall be construed and enforced as if such provision had not
been included.


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<PAGE>




                                   ARTICLE XVI
                              TOP HEAVY PROVISIONS

         16.1 (a) Solely in the event that this Plan ever  becomes Top Heavy (as
defined in this subsection (a)), the provisions of this Article XVI shall apply.
The Plan shall be Top Heavy if, as of any  Determination  Date, the aggregate of
the  Accounts  (under this Plan and such other plans as the  Companies  elect to
take into account under Section  416(g)(2)(A)(ii)  of the Code) of Key Employees
exceeds 60% of the  aggregate of the Accounts of all Key  Employees  and Non-Key
Employees. In making this calculation as of a Determination Date:
                           (i)  each  Account  balance  as of  the  most  recent
valuation date occurring  within the Plan Year which includes the  Determination
Date shall be determined;
                           (ii) an adjustment  for  contributions  due as of the
shall be determined;
                           (iii) the Account  balance of any  Employee or former
employee  shall be  increased  by the  aggregate  distributions  made during the
five-year period ending on the  Determination  Date with respect to the Employee
or former Employee;
                           (iv)  the Account balance of:
                                    (a)  any  Non-Key  Employee  who  was  a Key
Employee for any prior Plan Year, and
                                    (b) any former  Employee  who  completed  no
Hours of Service during the five-year period ending on the  Determination  Date,
shall be ignored; and
                           (v) if there have been any  rollovers  to or from any
Account,  the balance of the Account  shall be adjusted,  as required by Section
416(g) (4)(A) of the Code.
         Notwithstanding the foregoing, this Plan shall be Top

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Heavy if, as of any Determination  Date, it is required by Section 416(g) of the
Code to be included in an  Aggregation  Group which is determined to a Top Heavy
Group.
                  (b)  For  purposes  of  this   Article   XVI,  the   following
definitions shall be used:
                           (i)  "Aggregation Group" shall mean:
                                    (a) each plan of a Company or  Affiliate  in
which a Key Employee is a Participant  at any time during the  five-year  period
ending on the Determination Date, and
                                    (b)  each   other   plan  of  a  Company  or
Affiliate  which  enables  any  plan  described  in  paragraph  Ca) to meet  the
requirements of Sections 401(a)(4) or 410(b) of the Code.
                           (ii) "Determination Date" shall mean, with respect to
any Plan Year, the last day of the preceding Plan Year.
                           (iii)  "Key   Employee"   shall  be   determined   in
accordance  with the definition in Section 416(i) of the Code, the provisions of
which are  hereby  incorporated  by  reference;  and an  individual's  Statutory
Compensation shall be used to determine his status as "Key Employee".
                           (iv) "Non-Key  Employee"  shall mean any Employee who
is not a Key Employee.
                           (v) "Top  Heavy  Group"  shall  mean any  Aggregation
Group if, as of the Determination Date, the sum of:
                                    (a)  the  present  value  of the  cumulative
accrued  benefits for all Key Employees  under all defined benefit plans in such
Aggregation Group, and
                                    (b) the aggregate of the accounts of all Key
Employees under all defined contribution plans in such Aggregation Group exceeds
60% of a similar sum  determined  for all Key Employees  and Non-Key  Employees.
         16.2 (a) For any Plan Year in which the Plan is Top

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Heavy,  the total  allocations to the Company  Matching Account and Employee Tax
Saver Account of any Employee who is a Non-Key  Employee at the end of such Plan
Year shall not be less than that determined under subsection (b).
                  (b) An allocation  determined  under this subsection (b) shall
be a percentage of the Statutory  Compensation of the Non-Key  Employee which is
not less than the lesser of:
                           (i)  3%, or
                           (ii)  that percentage reflecting the ratio of:
                                   (a)  the  allocations  under  ss.ss.  4.1(b),
4.2(b) and 4.3, to
                                   (b)  Basic  Compensation for the Key Employee
with respect to whom such ratio is highest for the Plan Year.
                                   (c)   Notwithstanding   the   provisions   of
Subsection  (b),  if the  Plan  is a Top  Heavy  Plan  in a Plan  Year  and if a
Participant who is a Non-Key  Employee is also covered in such Plan year under a
defined benefit plan of a Company or an Affiliate,  a greater contribution shall
be made to the extent  necessary to satisfy the rules of Sections 415 and 416 of
the Code, by either (i) using a comparability  analysis showing that the Plan is
providing  benefits equal to the minimum  benefits that must be provided under a
defined benefit plan that is a Top Heavy Plan or (ii) offsetting  benefits under
the defined  benefit plan by the benefits  provided  under the Plan. The minimum
allocation is determined without regard to any Social Security contribution, and
shall be made even though,  under other Plan provisions,  the Participant  would
not  otherwise be entitled to receive an  allocation,  or would have  received a
lesser  allocation  for the year  because  of (i) the  Participant's  failure to
complete any hours of service requirement,  or (ii) the Participant's failure to
make

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mandatory employee contributions to the Plan, or (iii) the Participant's receipt
of compensation  less than a stated amount.  Such minimum  allocations  shall be
made in accordance with Code Section 416.
         16.3 (a) For any Plan Year in which the Plan is Top  Heavy,  the vested
percentage of the Company  Matching Account of each Participant who completes an
Hour of Service in the Plan Year shall be the percentage of the Account shown on
the following Table:

               Years of                               Vested
           Credited Service                         Percentage

             Less than 3                                0%
             3 or more                                  100%


                  (b) The vested percentage of a Participant's  Company Matching
Contribution Account shall be not less than the vested percentage  determined as
of the last day of the last Plan Year in which the Plan was Top Heavy.
                  (c)  Each  Participant  who  has  had  his  vested  percentage
computed  under  subsection  (a) and who has  completed  at least three years of
Credited  Service  shall be  permitted  to elect to have his  vested  percentage
computed in accordance  with  subsection (a) for any Plan Year in which the Plan
is no longer Top Heavy.


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<PAGE>


         16.4 For any Plan Year in which the Plan is Top Heavy,  the denominator
of both the defined  benefit  plan  fraction and the defined  contribution  plan
fraction  set  forth  in ss.  4.7(a)(iii)(a)  and  (k),  respectively,  shall be
adjusted  by  substituting  1.0 for 1.25,  but only to the  extent  required  by
Section 416(h) of the Code.



                                    EXECUTION
         IN WITNESS WHEREOF, Ampex Corporation,  by its duly authorized officer,
has executed this restated Plan on the date indicated below.

                                    AMPEX CORPORATION

Dated: _____________                By________________________
                                            Title:


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                                       74

