EXHIBIT (a)(4)

                                   PROSPECTUS
                              MICROSEMI CORPORATION
                      1987 MICROSEMI CORPORATION STOCK PLAN


This Prospectus relates to shares of Common Stock, $.20 par value (the "Common
Stock"), of Microsemi Corporation (the "Company"), which are issued or to be
issued upon exercise of stock options, stock appreciation rights, performance
awards and restricted stock grants (collectively "Grants"), granted or to be
granted under the Company's 1987 Microsemi Corporation Stock Plan (as amended
from time to time, the "1987 Plan"). The Common Stock of the Company is traded
on the NASDAQ National Market(SM) under the symbol "MSCC." On October 30, 2002,
the closing sale price of the Company's Common Stock, as reported by NASDAQ, was
$7.70. The address and telephone number of the Company's principal executive
offices are--Microsemi Corporation, 2381 Morse Avenue, Irvine, California 92614,
(949) 221 7100.

The number of shares of Common Stock covered by this Prospectus is whatever at
the time remains unsold of the total amount authorized under the 1987 Plan and
registered on a registration statement on Form S-8, including but not limited to
the Form S-8 which this Prospectus supplements. The amount may increase as
additional shares become subject to the 1987 Plan as a result of annual
increases as provided for therein. The number also may be adjusted upward or
downward in certain other events as a result of other adjustment provisions
contained therein.

Restrictions on resale which may apply are contained in a Stock Option Agreement
between the purchaser and the Company or in the 1987 Plan. An "affiliate" of the
Company may not publicly resell shares acquired hereunder without compliance
with certain provisions of Rule 144 promulgated under the Securities Act of
1933, as amended (the "Securities Act") (except that such person need not meet
the one-year holding period requirement of such Rule). "Affiliate" is considered
for this purpose to mean a director, executive officer or 10% shareholder.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No person is authorized by the Company to give any information or to make any
representation or promise other than as contained in this Prospectus. This
Prospectus does not constitute an offer by the Company to sell securities in any
state to any person to whom such offer would be unlawful.

                The date of this Prospectus is November 1, 2002.

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                              AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange Act. In
accordance with the Exchange Act, the Company files periodic reports, current
reports, proxy statements, and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements, and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Commission maintains an Internet site at http://www.sec.gov that contains
reports, proxy and information statements, and other information issuers that
file electronically with the Commission.

The Company incorporates by reference in this Prospectus certain documents not
delivered herewith (see "INCORPORATION OF DOCUMENTS BY REFERENCE"). The Company
will provide without charge to each person, including any beneficial owner, to
whom a Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been incorporated by reference
in this Prospectus. Such requests may be directed to the Company at its
principal executive offices as indicated on page 1. The requests will, however,
not be honored to the extent of exhibits to filings unless such exhibit is
expressly incorporated by reference herein.

Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create an implication that there has been no change in the
affairs of the Company since the date hereof.

                                   THE COMPANY

Microsemi Corporation ("we" or "us" or the "Company" or "Microsemi") was
incorporated in Delaware in 1960. Its name was changed from Microsemiconductor
Corporation in February 1983.

The principal executive offices of the Company are located at 2381 Morse Ave.,
Irvine, California 92614 and its telephone number is (949) 221-7100. Unless the
context otherwise requires, "we" or "us" or the "Company" or "Microsemi" refer
to Microsemi Corporation and its consolidated subsidiaries.

Microsemi is a global supplier of commercial and high-reliability analog and
mixed-signal integrated circuits ("IC") and power and signal discrete
semiconductors serving the satellite, telecommunications, digital media,
computer and peripherals, military/aerospace, industrial/commercial, and medical
markets. The Company's IC products offer light, sound and power management for
desktop and mobile computing platforms as well as other power control
applications.

Power management generally refers to a class of standard linear integrated
circuits ("SLICs") that perform voltage regulation and reference in most
electronic systems. The definition of power management has broadened in recent
years to encompass other devices and modules, often application specific
standard products ("ASSPs"), which address particular aspects of power
management, such as audio or display related ICs. This business is composed of
both a core platform of traditional SLICs, such as low dropout regulators
("LDOs") and pulse width modulators ("PWMs"), and differentiated ASSPs such as
backlight inverters, audio amplification ICs and small computer standard
interface ("SCSI") terminators.

Our integrated circuit products are used in computers, data storage, lighting,
automobiles, telecommunications, test instruments, defense and aerospace
equipment, high-quality sound reproduction and data transfer equipment. Our
major discrete products are silicon rectifiers, zener diodes, low leakage and
high voltage diodes,

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temperature compensated zener diodes, transistors and a family of subminiature
high power transient suppressor diodes. The Company also manufactures discrete
semiconductors for commercial applications, such as automatic surge protectors,
transient suppressor diodes used for telephone applications and computer
switching diodes used in computer systems. A partial list of applications of our
discrete semiconductor products includes heart pacer transient shock protector
diodes (where the Company believes it is the leading supplier in that market),
low leakage diodes, transistors used in jet aircraft engines and high
performance test equipment, high temperature diodes used in oil drilling sensing
elements operating at 200 degrees centigrade, temperature compensated zener or
rectifier diodes used in missile systems and power transistors.

We currently serve a broad group of customers including Boeing, Guidant/Cardiac
Pace Makers, Seagate Technology, Astrium, Universal Semiconductor, Motorola,
Alcatel, and Medtronic.

We have a number of subsidiaries, the list of which includes the following:
Microsemi Corp. - Santa Ana, Microsemi Corp. - Scottsdale, Microsemi Corp. -
Colorado, Microsemi Corp. - Massachusetts, Microsemi Corp. - Integrated
Products, Micro WaveSys, Inc., Microsemi Real Estate, Inc., and Micro (Bermuda),
Ltd. According to the determination of the administering Committee (as
hereinafter defined), the officers and employees of each of these subsidiaries
are entitled to participate in the 1987 Plan, subject to future changes as
determined by the Board or the Committee.

                                  RISK FACTORS

Before you consider investing by way of acquiring shares of Common Stock in
connection with the 1987 Plan, you should carefully consider all of the risks
described below. You should also carefully consider each of the other risks and
uncertainties described in the Company's most recent Form 10-K and each
subsequent Form 10-Q and other current or periodic reports filed by the Company
with the Commission. You should also refer to the other information included in
this Prospectus, your agreement under the 1987 Plan or the 1987 Plan, and the
information incorporated in this Prospectus by reference, before you decide to
invest.

Special note regarding forward looking statements.

Some of the statements in this prospectus or incorporated by reference are
forward-looking. You can identify some of these statements by the use of words
like "may," "will," "could," "should," "project," "believe," "anticipate,"
"expect," "plan," "estimate," "forecast," "potential," "intend," "continue,"
"maintain" or variations of these words or comparable words. In addition, all of
the non-historical information herein is forward-looking. Further, all of the
statements concerning the Company's current plans, expectations, assumptions,
beliefs or views are forward-looking statements. Moreover, any statement that
implies a future result or future condition is a forward-looking statement.

Forward-looking statements are not a guarantee of future performance and involve
risks and uncertainties. Actual results may differ substantially from the
results that the forward-looking statements suggest for various reasons,
including those discussed under "Risk Factors." These forward-looking statements
are made only as of the date of this prospectus. We do not undertake to update
or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.

The forward-looking statements included in this prospectus are based upon, among
other items, current assumptions that we will be able to meet our current
operating cash and debt service requirements, that we will be able to
successfully resolve disputes and other business matters as anticipated, that
competitive conditions within the analog,

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mixed-signal or discrete semiconductor, integrated circuit and custom diode
assembly industries will not affect us materially or adversely, that we will
retain existing key personnel, that our forecasts will reasonably anticipate
market demand for our products, and that there will be no other material adverse
change in our operations or business. Other factors that could cause results to
vary materially from current expectations are referred to elsewhere in this
prospectus. Assumptions relating to the foregoing involve judgments that are
difficult to make and future circumstances that are difficult to predict
accurately or correctly. Forecasting and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause us to alter our internal forecasts, which may in turn affect our
expectations or future results. Microsemi does not undertake to announce
publicly these changes that may occur in our expectations. Readers are cautioned
against giving undue weight to any of the forward-looking statements.

Trading in Our Stock at Various Times May Be Prohibited.

We prohibit any Participant from purchasing or selling shares at various times.
Possession of material nonpublic information results in a Participant's being
prohibited from trading our stock. At certain times we may also prohibit certain
Participants or all Participants, if we so determine, from trading in our stock
until after we release certain material information publicly. Under either such
circumstance, Participants may suffer an avoidable financial loss because of an
inability to sell or may fail to realize a gain because of an inability to sell.
Also, Participants may fail to realize gains they otherwise may have realized
due to inability to buy our stock. As a result of the insider trading policy,
Participants have less freedom in regard to investing in our stock than they
have in regard to investing otherwise.

Hedging and Short-Sales Are Prohibited.

We prohibit any Participant from purchasing or selling options to purchase our
stock; we prohibit any Participant from selling our stock short (selling
borrowed shares of our stock); and we prohibit many similar kinds of
arrangements. These arrangements may have the legitimate purpose of reducing
risk, sometimes called hedging risk. Due to our prohibitions, Participants
holding shares will be at risk of price declines in our stock at all times with
no ability to hedge or minimize these risks.

Buying on Margin Prohibited.

We prohibit any Participant to purchase shares with the proceeds of borrowings
using the shares as collateral, including margin loans. Margin loans and other
kinds of loans that use the shares as collateral involve significant risks.
Using securities as collateral involves the risk of volatility or price
depreciation. The risk is compounded if a Participant were to margin any shares
of Microsemi Common Stock in order to purchase additional shares of Microsemi
Common Stock. The Participant could then risk the loss of the entire investment
if the shares merely decline by 50%.

There may be potential tax effects on Participants.

Each Participant should consult a tax advisor with respect to current and
possible future tax consequences of acquiring, holding and disposing of common
stock as well as any tax consequences that may arise under the laws of the U.S.,
any state in the U.S., or of any municipality or other local taxing
jurisdiction. See "FEDERAL INCOME TAX CONSEQUENCES." In addition, if you are not
a citizen or resident of the U.S., or any political subdivision thereof, then
you should consult your tax advisor about U.S. federal income and estate taxes,
as well as non-U.S., state and local tax consequences that may be relevant to
you in light of your personal circumstances.

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Certain effects of the tragic events of terrorism on September 11, 2001 have
adversely impacted the demand for certain of our products.

The volume of our products sold for commercial aircraft manufacturing declined
after September 11, 2001 as a result of a lessened demand for air travel. This
market has not recovered. Also we believe that many of the usual purchasers of
industrial products and telecommunications equipment have been deferring or
canceling their capital expenditures due to economic uncertainty. Many military
programs have been awarded to prime contractors, but are not yet fully funded.
Missile, missile defense, weapons systems, smart bomb and radar programs may
have been impacted by the higher priority established for homeland security. The
Joint Strike Fighter program at Lockheed, Firefinder at Raytheon, JDAM at
Boeing, and upgrades to the F15 and F22 aircraft all await this funding.
Microsemi high-reliability components are used in all these programs. Full
funding is expected at least to begin within the next two quarters.
Despite the fact that we expect demand for our products from military and
weapons manufacturers to increase, the timing and quantity thereof are difficult
to predict.

Downturns in the highly cyclical semiconductor industry have adversely affected
our operating results and the value of our business.

The semiconductor industry is highly cyclical, and the value of our business has
declined during the "down" portion of these cycles. During recent years, we, as
well as many others in our industry, experienced significant declines in the
pricing of, as well as demand for, products. The market for semiconductors has
experienced severe and prolonged, downturns. In the future, these downturns may
prove to be as, or possibly more, severe. The markets for our products depend on
continued demand in the mobile connectivity, telecommunications,
computers/peripherals, military and aerospace, space/satellite,
industrial/commercial and medical markets, and these end-markets have
experienced changes in demand that have adversely affected Microsemi's operating
results and financial condition. For instance, presently the commercial
satellite market remains in a prolonged downturn, commercial aerospace entered a
sharp downturn as a result of events near the beginning of this fiscal year, and
telecommunications is impacted by industry-wide overcapacity and several notable
financial crises.

The semiconductor business is highly competitive and increased competition could
reduce the value of Microsemi.

The semiconductor industry, including the areas in which we do business, is
highly competitive. We expect intensified competition from existing competitors
and new entrants. Competition is based on price, product performance, product
availability, quality, reliability and customer service. Pricing pressures may
emerge. For instance, competitors may attempt to gain a greater market share by
lowering prices. The market for commercial products is characterized by
declining selling prices. We anticipate that our average selling prices will
decrease in future periods, although the timing and amount of these decreases
cannot be predicted with any certainty. The pricing pressure in the
semiconductor industry in recent years has been due primarily to the Asian
currency crisis, industry-wide excess manufacturing capacity, weak economic
growth outside the United States; the slowdown in capital spending that followed
the "dot-com" collapse, the reduction in capital spending by telecom companies
and satellite companies, and certain effects of the tragic events of terrorism
on September 11, 2001. We compete in various markets with companies of various
sizes, many of which are larger and have greater financial and other resources
than we have, and thus may be better able to pursue acquisition candidates and
to withstand adverse economic or market conditions. In addition, companies not
currently in direct competition with Microsemi may introduce competing products
in the future. We have numerous competitors. Some of our current major
competitors are Motorola, Inc., National Semiconductor Corporation, Texas
Instruments, Inc., Philips Electronics, ON Semiconductor, L.L.C., Fairchild
Semiconductor Corporation, Micrel Incorporated, International Rectifier
Corporation, Semtech Corporation, Linear Technology Corp., Maxim Integrated
Products,

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Inc., Skyworks Solutions, Inc., Diodes, Inc., Vishay Intertechnology,
Inc. and its subsidiary Siliconix Incorporated. Some of our competitors in
developing markets are Triquint Semiconductor, Inc., Mitel Corporation, RF Micro
Devices, Inc., Conexant Systems, Inc., Anadigics, Inc. and Skyworks Solutions,
Inc. We may not be able to compete successfully in the future or competitive
pressures may harm our financial condition, operating results or cash flows.

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New technologies could result in the development of competing products and a
decrease in demand for our products.

Our financial performance depends on our ability to design, develop,
manufacture, assemble, test, market and support new products and enhancements on
a timely and cost-effective basis. Our failure to develop new technologies or to
react to changes in existing technologies could materially delay our development
of new products, which could result in product obsolescence, decreased revenues
and/or a loss of our market share to competitors. Rapidly changing technologies
and industry standards, along with frequent new product introductions,
characterize much of the semiconductor industry. A fundamental shift in
technologies in our product markets could have a material adverse effect on our
competitive position within the industry.

For instance, presently Microsemi is challenged to develop new products for use
with various alternative wireless LAN standards, such as 802.11a, 802.11b and
802.11g and combinations thereof. Although this development has already resulted
in design wins related to 802.11a, the solutions related to the other standards
and the combination of all of the standards are still in development. The
success of products using various standards is subject to rapid changes in
market preferences and advancements in competing technologies.

Failure to protect our proprietary technologies or maintain the right to use
certain technologies may negatively affect our ability to compete.

We rely heavily on our proprietary technologies. Our future success and
competitive position may depend in part upon our ability to obtain or maintain
protection of certain proprietary technologies used in our principal products.
We do not have significant patent protection, and do not generally apply for
patents, on many aspect of our technology. Our reliance upon protection of some
of our technology as "trade secrets" will not necessarily protect us from the
use by other persons of our technology, or their use of technology that is
similar or superior to that which is embodied in our trade secrets. Others may
be able to independently duplicate or exceed our technology in whole or in part.
We may not be successful in maintaining the confidentiality of our technology,
dissemination of which could have a material adverse effect on our business. In
addition, litigation may be necessary to determine the scope and validity of our
proprietary rights. In instances in which we hold any patents or patent
licenses, any patents held by Microsemi may be challenged, invalidated or
circumvented, or the rights granted under any patents may not provide Microsemi
competitive advantages. Patents often provide only narrow protection and require
public disclosure of information that may otherwise be subject to trade secret
protection. Also patents expire and are not renewable. Obtaining or protecting
our proprietary rights may require us to defend claims of intellectual property
infringement by our competitors. While we are not currently engaged as a
defendant in intellectual property litigation that we believe will have a
material adverse effect, we could become subject to lawsuits in which it is
alleged that we have infringed upon the intellectual property rights of others.

If any such infringements exist, arise or are claimed in the future, we may be
exposed to substantial liability for damages and may need to obtain licenses
from the patent owners, discontinue or change our processes or products or
expend significant resources to develop or acquire non-infringing technologies.
We may not be successful in such efforts or such licenses may not be available
under reasonable terms. Our failure to develop or acquire non-infringing
technologies or to obtain licenses on acceptable terms or the occurrence of
related litigation itself could have a material adverse effect on our operating
results, financial condition and cash flows.

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Future business could be adversely affected by delays in production of compound
semiconductor technology.

We utilize process technology to manufacture compound semiconductors such as
gallium arsenide (GaAs), indium gallium phosphide (InGaP), silicon germanium
(SiGe), and indium gallium arsenide phosphide (InGaAsP) primarily to manufacture
semiconductor components. We are pursuing this development effort internally as
well as with third party foundries. Our efforts sometimes may not result in
commercially successful products. Certain of our competitors offer this
capability and our customers may purchase their requirements for these products
from our competitors. The third party foundries that we use may delay or fail to
deliver to Microsemi technology and products. Our business and prospects could
be materially and adversely affected by delay or our failure to produce these
products.

Compound semiconductor products may not successfully compete with silicon-based
products.

Our choices of technologies for development and future implementation may not
reflect future market demand. The production of GaAs, InGaP, SiGe, InGaAsP or
SiC integrated circuits is more costly than the production of silicon circuits,
and we believe it will continue in the future to be more costly. The costs
differ because of higher costs of raw materials, lower production yields and
higher unit costs associated with lower production volumes. Silicon
semiconductor technologies are widely used process technologies for integrated
circuits, and these technologies continue to improve in performance. As a
result, we must offer compound semiconductor products that provide vastly
superior performance to that of silicon for specific applications in order for
them to be competitive with silicon products. If we do not offer compound
semiconductor products that provide sufficiently superior performance to offset
the cost differential and otherwise successfully compete with silicon-based
products, our operating results may be materially and adversely affected. In
addition, other alternatives exist and are being developed, and may have
superior performance or lower cost.

We may not be able to develop new products to satisfy changes in demand.

We may be unsuccessful in our efforts to identify new product opportunities and
develop and bring products to market in a timely and cost-effective manner.
Products or technologies developed by others may render our products or
technologies obsolete or noncompetitive. In addition, to remain competitive, we
must continue to reduce package sizes, improve manufacturing yields and expand
our sales. We may not be able to accomplish these goals. For instance we
presently plan to develop and introduce approximately 38-42 new products in
fiscal year 2002. Designs we have introduced recently include primarily
integrated circuits and subsystems such as class D audio subsystems for
newly-introduced home theatre DVD players supporting 5.1 surround sound, PDA
backlighting subsystems, backlight control and power management solutions for
the automotive market, LED driver solutions and power amplifiers for certain
wireless LAN components. Their success will be subject to all of the risks and
uncertainties mentioned above and below.

We must commit resources to product production prior to receipt of purchase
commitments and could lose some or all of the associated investment.

We sell products primarily pursuant to purchase orders for current delivery,
rather than pursuant to long-term supply contracts. Many of these purchase
orders may be revised or canceled without penalty. As a result, we must commit
resources to the production of products without any advance purchase commitments
from customers. Our inability to sell products after we devote significant
resources to them could have a material adverse effect on our business,
financial condition, results of operations and cash flows.

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Variability of our manufacturing yields may affect our gross margins.

Our manufacturing yields vary significantly among products, depending on the
complexity of a particular integrated circuit's design and our experience in
manufacturing that type of integrated circuit. We have in the past experienced
difficulties in achieving planned yields, which have adversely affected our
gross margins.

The fabrication of integrated circuits is a highly complex and precise process.
Problems in the fabrication process can cause a substantial percentage of wafers
to be rejected or numerous integrated circuits on each wafer to be
nonfunctional, thereby reducing yields. These difficulties include:

     .    Defects in masks, which are used to transfer circuit patterns onto our
          wafers;

     .    Impurities in the materials used;

     .    Contamination of the manufacturing environment; and

     .    Equipment failure.

Because a large portion of our costs of manufacturing is relatively fixed, and
average selling prices for our products tend to decline over time, it is
critical for us to improve the number of shippable integrated circuits per wafer
and increase the production volume of wafers in order to maintain and improve
our results of operations. Yield decreases can result in substantially higher
unit costs, which could materially and adversely affect our operating results
and have done so in the past. Moreover, our process technology has primarily
used standard silicon semiconductor manufacturing equipment, and production
yields of compound integrated circuits have been relatively low compared with
silicon integrated circuit devices. We may be unable to continue to improve
yields in the future, and we may suffer periodic yield problems, particularly
during the early production of new products or introduction of new process
technologies. In either case, our results of operations could be materially and
adversely affected.

Inventories may become obsolete.

The life cycles of some of our products depend heavily upon the life cycles of
the end products into which our products are designed. Products with short life
cycles require us to manage closely our production and inventory levels. We
estimate that current life cycles for most of our products are approximately 12
to 24 months. Inventory may also become obsolete because of adverse changes in
end-market demand. For instance, in fiscal year 1999, we recorded a charge of
$6.0 million for obsolete inventory. We may in the future be adversely affected
by obsolete or excess inventories which may result from unanticipated changes in
the estimated total demand for our products or the estimated life cycles of the
end products into which our products are designed.

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International operations and sales expose Microsemi to material risks.

Revenues from foreign markets represent a significant portion of total revenues.
We maintain facilities or contracts with entities in Thailand, the Philippines,
Taiwan, Ireland, and China. There are risks inherent in doing business
internationally, including:

     .   changes in, or impositions of, legislative or regulatory requirements,
including tax laws in the United States and in the countries in which we
manufacture or sell products;

     .   Trade restrictions;

     .   Transportation delays;

     .   Work stoppages;

     .   Economic and political instability;

     .   Terrorist activities;

     .   Changes in import/export regulations, tariffs and freight rates;

     .   Difficulties in collecting receivables and enforcing contracts
generally; and

     .   Currency exchange rate fluctuations.

In addition, the laws of certain foreign countries may not protect our products,
assets or intellectual property rights to the same extent as do U.S. laws.
Therefore, the risk of piracy of our technology and products may be greater in
those foreign countries. Although we have not experienced any material adverse
effect on our operating results as a result of these and other factors, we may
experience a material adverse effect on our financial condition, operating
results and cash flows in the future.

Delays in beginning production at new facilities, implementing new production
techniques or resolving problems associated with technical equipment
malfunctions could adversely affect our manufacturing efficiencies.

Our manufacturing efficiency will be an important factor in our future
profitability, and we may be unsuccessful in our efforts to maintain or increase
our manufacturing efficiency. Our manufacturing processes are highly complex,
require advanced and costly equipment and are continually being modified in an
effort to improve yields and product performance. We have from time to time
experienced difficulty in beginning production at new facilities or in effecting
transitions to new manufacturing processes. As a consequence, we have
experienced delays in product deliveries and reduced yields. We may experience
manufacturing problems in achieving acceptable yields or experience product
delivery delays in the future as a result of, among other things, capacity
constraints, construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results also could be adversely affected by the increase
in fixed costs and operating expenses related to increases in production
capacity if revenues do not increase proportionately.

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Interruptions, delays or cost increases affecting our materials, parts,
equipment or subcontractors may impair our competitive position.

Our manufacturing operations depend upon obtaining adequate supplies of
materials, parts and equipment, including silicon, mold compounds and lead
frames, on a timely basis from third parties. Our results of operations could be
adversely affected if we are unable to obtain adequate supplies of materials,
parts and equipment in a timely manner or if the costs of materials, parts or
equipment increase significantly. From time to time, suppliers may extend lead
times, limit supplies or increase prices due to capacity constraints or other
factors. Although we generally use materials, parts and equipment available from
multiple suppliers, we have a limited number of suppliers for some materials,
parts and equipment. While we believe that alternate suppliers for these
materials, parts and equipment are available, an interruption could materially
impair our operations.

Some of our products are assembled and tested by third-party subcontractors. We
generally do not have any long-term agreements with these subcontractors. As a
result, we may not have direct control over product delivery schedules or
product quality. Due to the amount of time typically required to qualify
assemblers and testers, we could experience delays in the shipment of our
products if we were forced to find alternate third parties to assemble or test
our products. Any product delivery delays in the future could have a material
adverse effect on our operating results, financial condition and cash flows. Our
operations and ability to satisfy customer obligations could be adversely
affected if our relationships with these subcontractors were disrupted or
terminated.

We depend on third party subcontractors in Asia for assembly and packaging of a
portion of our products. The packaging of our products is performed by a limited
group of subcontractors and some of the raw materials included in our products
are obtained from a limited group of suppliers. Although we seek to reduce our
dependence on sole or limited source suppliers, disruption or termination of any
of these sources could occur and such disruptions or terminations could harm our
business and operating results. In the event that any of our subcontractors were
to experience financial, operational, production or quality assurance
difficulties resulting in a reduction or interruption in supply to us, our
operating results could suffer until alternate subcontractors, if any, were to
become available.

We anticipate that many of our next-generation products may be manufactured by
third party subcontractors in Asia, and to the extent that such potential
manufacturing relationships develop, they may be with a limited group of
manufacturers. Therefore, any disruptions or terminations of manufacturing could
harm our business and operating results.

Fixed costs may reduce operating results if our sales fall below expectations.

Our expense levels are based, in part, on our expectations as to future sales.
Many of our expenses, particularly those relating to capital equipment and
manufacturing overhead, are relatively fixed. Decreases in lead times between
orders and shipments and customers' ordering practices could adversely affect
our ability to project future sales. We might be unable to reduce spending
quickly enough to compensate for reductions in sales. Accordingly, shortfalls in
sales could materially and adversely affect our operating results.

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Reliance on government contracts for a portion of our sales could have a
material adverse effect on results of operations.

Some of our sales are derived from customers whose principal sales are to the
United States Government. If we experience significant reductions or delays in
procurements of our products by the United States Government or terminations of
government contracts or subcontracts, our operating results could be materially
and adversely affected. Generally, the United States Government and its
contractors and subcontractors may terminate their contracts with Microsemi for
cause or for convenience. We have in the past experienced terminations of
government contracts. Certain contracts are also subject to price renegotiation
in accordance with U.S. Government procurement provisions. We cannot guarantee
that it will not experience terminations or price renegotiations of government
contracts in the future. A significant portion of our sales are to military and
aerospace markets, which are subject to the uncertainties of governmental
appropriations and national defense policies and priorities. These sales are
derived from direct and indirect business with the U.S. Department of Defense,
or DOD, and other U.S. government agencies. We have experienced declining
defense-related sales, primarily as a result of contract award delays and
reduced military program funding. Military-related business is and has been
anticipated to increase; however, the actual timing and amount of an increase
has been occurring at a rate that has been slower than expected. The effects of
defense spending increases are difficult to estimate and subject to many sources
of delay. Our prospects for additional defense-related sales may be adversely
affected in a material manner by numerous events or actions outside our control.

There may be unanticipated costs associated with increasing our capacity.

We anticipate that future growth of our business could require increased
manufacturing capacity. Expansion activities are subject to a number of risks,
including:

     .   Unavailability or late delivery of the advanced, and often customized,
equipment used in the production of our products;

     .   Delays in bringing new production equipment on-line;
     .   Delays in supplying products to our existing customers; and
     .   Unforeseen environmental or engineering problems relating to existing
or new facilities.

These and other risks may affect the ultimate cost and timing of our present or
future expansion of our capacity.

We may fail to attract or retain the qualified technical, sales, marketing and
managerial personnel required to operate our business successfully.

Our future success depends, in part, upon our ability to attract and retain
highly qualified technical, sales, marketing and managerial personnel. Personnel
with the necessary expertise are scarce and competition for personnel with
proper skills is intense. Also, attrition in personnel can result from, among
other things, changes related to acquisitions, as well as retirement or
disability. We may not be able to retain existing key technical, sales,
marketing and managerial employees or be successful in attracting, assimilating
or retaining other highly qualified technical, sales, marketing and managerial
personnel in the future. If we are unable to retain existing key employees or
are unsuccessful in attracting new highly qualified employees, our business,
financial condition and results of operations could be materially and adversely
affected.

                                       12



Failure to manage consolidation of operations effectively could adversely affect
our ability to increase revenues and improve earnings.

Our ability to successfully offer our products in the semiconductor market
requires effective planning and management processes. Our Capacity Optimization
and Profit Enhancement Program, with our consolidations and realignments of
operations, and our expected future growth, may place a significant strain on
our management systems and resources, including our financial and managerial
controls, reporting systems and procedures. In addition, we will need to
continue to train and manage our workforce worldwide.

We may engage in future acquisitions that dilute the ownership interests of our
stockholders and cause us to incur debt or to assume contingent liabilities.

As part of our business strategy, we expect to review acquisition prospects that
would complement our current product offerings, enhance our design capability or
offer other growth opportunities. While we have no current agreements and no
active negotiations underway with respect to any acquisitions, we may acquire
businesses, products or technologies in the future. In the event of future
acquisitions, we could:

  .   Use a significant portion of our available cash;
  .   Issue equity securities, which would dilute current stockholders'
percentage ownership;
  .   Incur substantial debt;
  .   Incur or assume contingent liabilities, known or unknown;
  .   Incur impairment charges related to goodwill or other intangibles; and
  .   Incur large, immediate accounting write-offs.

Such actions by Microsemi could impact our operating results and/or the price of
our common stock.

We have acquired and may acquire other companies and may be unable successfully
to integrate such companies with our operations.

We have in the past acquired a number of businesses or companies, and additional
product lines and assets. We may continue to expand and diversify our operations
with additional acquisitions. If we are unsuccessful in integrating these
companies or product lines with our operations, or if integration is more
difficult than anticipated, we may experience disruptions that could have a
material adverse effect on our business, financial condition and results of
operations. Some of the risks that may affect our ability to integrate or
realize any anticipated benefits from the acquired companies, businesses or
assets include those associated with:

  .   Unexpected losses of key employees or customers of the acquired company;
  .   Conforming the acquired company's standards, processes, procedures and
controls with our operations;
  .   Coordinating new product and process development;
  .   Hiring additional management and other critical personnel;
  .   Increasing the scope, geographic diversity and complexity of our
operations;
  .   Difficulties in consolidating facilities and transferring processes and
know-how;
  .   Other difficulties in the assimilation of acquired operations,
technologies or products;
  .   Diversion of management's attention from other business concerns; and
  .   Adverse effects on existing business relationships with customers.

                                       13



We have sold or disposed of certain subsidiaries or divisions with a resulting
reduction in volume that may not be replaceable in the ordinary course.

Since the beginning of fiscal year 2001, we closed Microsemi PPC Inc. and ceased
the operations at Microsemi (H.K.) Ltd. (Hong Kong). We also sold the business
of Microsemi RF Products, Inc. in June 2002, which Management believes would
have contributed revenues of approximately $2 million to $2.3 million per
quarter to our consolidated revenues. In October 2002, we sold our Carlsbad,
California design center and sold our equity interest in Semcon Electronics of
Bombay, India. We currently anticipate closure or sale of additional facilities
accounting for some portion of our revenues and net income. Closure or
disposition of facilities may result in loss of revenues. We may be unsuccessful
in our efforts to replace the revenues and income of those discontinued
operations. While we hope to increase our manufacturing capacity utilization
rates at remaining operations, the remaining operations also will bear the
corporate administrative and overhead costs which had been allocated to the
discontinued business units.

Our products may be found to be defective and we may not have sufficient
liability insurance.

One or more of our products may be found to be defective after we have already
shipped the products in volume, requiring a product replacement or recall. We
may also be subject to product returns that could impose substantial costs and
have a material and adverse effect on our business, financial condition and
results of operations. Our aerospace (including aircraft), military, medical and
satellite businesses in particular expose us to potential liability risks that
are inherent in the manufacturing and marketing of high reliability electronic
components for critical applications.

We may be subject to product liability claims with respect to our products. Our
product liability insurance coverage may be insufficient to pay all such claims.
Product liability insurance may become too costly for Microsemi or may become
unavailable to Microsemi in the future. We may not have sufficient resources to
satisfy any product liability claims not covered by our insurance.

Environmental liabilities could adversely impact our financial position.

Federal, state and local laws and regulations impose various restrictions and
controls on the discharge of materials, chemicals and gases used in our
semiconductor manufacturing processes. In addition, under some laws and
regulations, we could be held financially responsible for remedial measures if
our properties are contaminated or if we send waste to a landfill or recycling
facility that becomes contaminated, even if we did not cause the contamination.
Also, we may be subject to common law claims if we release substances that
damage or harm third parties. Further, future changes in environmental laws or
regulations may require additional investments in capital equipment or the
implementation of additional compliance programs in the future. Any failure to
comply with environmental laws or regulations could subject us to serious
liabilities and could have a material adverse effect on our operating results
and financial condition.

In the conduct of our manufacturing operations we have handled and do handle
materials that are considered hazardous, toxic or volatile under federal, state
and local laws. The risk of accidental release of such materials cannot be
completely eliminated. In addition, we operate or own facilities located on or
near real property that was formerly owned and operated by others. These
properties were used in ways that involved hazardous materials. Contaminants may
migrate from or within or through property. These risks may give rise to claims.
Where third parties are responsible for contamination, the third parties may not
have funds, or make funds available when needed, to pay remediation costs
imposed under environmental laws and regulations.

                                       14



In Broomfield, Colorado, we have an agreement with prior owners of our property
concerning clean-up costs associated with TCE and other contaminants present in
the soil and groundwater. We have agreed to pay 10% and they have agreed to pay
90% of these costs. They have also agreed to indemnify us from claims by third
parties. We are not yet able to predict a possible range of the total additional
costs that may be incurred in connection with this property.

Some of our facilities are located near major earthquake fault lines.

Our headquarters and two of our major operating facilities, and certain other
critical business operations are located near major earthquake fault lines. We
could be materially and adversely affected in the event of a major earthquake.
We presently do not have earthquake insurance. We could be materially and
adversely affected by a major earthquake.

Delaware law and our charter documents contain provisions that could discourage
or prevent a potential takeover of Microsemi that might otherwise result in our
stockholders receiving a premium over the market price for their shares.

Provisions of Delaware law and our certificate of incorporation and bylaws could
make more difficult the acquisition of Microsemi by means of a tender offer, a
proxy contest, or otherwise, and the removal of incumbent officers and
directors. These provisions include:

  .   The Shareholder Rights Plan, which provides that an acquisition of 20% or
more of the outstanding shares without our Board's approval or ratification
results in dilution to the acquiror;

  .   Section 203 of the Delaware General Corporation Law, which prohibits a
merger with a 15%-or-greater stockholder, such as a party that has completed a
successful tender offer, until three years after that party became a
15%-or-greater stockholder; and

  .   The authorization in the certificate of incorporation of undesignated
preferred stock, which could be issued without stockholder approval in a manner
designed to prevent or discourage a takeover or in a way which may dilute an
investment in the Common Stock.

In connection with our charter, we have a Shareholder Rights Plan, and each
share of Common Stock, par value $.20, entitles the holder to one redeemable and
cancelable Right (not presently exercisable) to acquire a fractional share of
Series A Junior Participating Preferred Stock, under the terms and conditions as
set forth in a Shareholder Rights Agreement. The existence of the Rights may
make more difficult or impracticable a hostile change of control of us, which
therefore may affect the anticipated return on an investor's investment in the
Common Stock.

The volatility of our stock price could affect the value of an investment in our
stock and our future financial position.

The market price of our stock has fluctuated widely. Between October 1, 2001 and
July 30, 2002, the closing price of our common stock ranged between a low of
$5.28 and a high of $38.97. The current market price of our common stock may not
be indicative of future market prices, and we may not be able to sustain or
increase the value of our common stock. Declines in the market price of our
stock could adversely affect our ability to retain personnel with higher-priced
stock incentives, to acquire businesses or assets in exchange for stock and/or
to conduct future financing activities with the sale of stock.

                                       15



Microsemi may have increasing difficulty to attract and hold outside Board
members. The directors and management of publicly traded corporations are
increasingly concerned with the extent of their personal exposure to lawsuits
and shareholder claims, as well as governmental and creditor claims which may be
made against them in connection with their positions with publicly-held
companies. Outside directors are becoming increasingly concerned with the
availability of directors and officer's liability insurance to pay on a timely
basis the costs incurred in defending shareholder claims. Directors and officers
liability insurance has recently become much more expensive than it had been. It
has become increasingly more difficult to attract and retain qualified outside
directors to serve on our Board.

Microsemi may not make the sales that are indicated by the order backlog and the
backlog number may become less meaningful.

Lead times for the release of purchase orders depend upon the scheduling
practices of individual customers, and delivery times of new or non-standard
products can be affected by scheduling factors and other manufacturing
considerations. The rate of booking new orders can vary significantly from month
to month. Customers frequently change their delivery schedules or cancel orders.
For these various reasons, our order backlog may not be an indication of future
sales.

The percentage of our business represented by space/satellite and military
products may decline. If this occurs we anticipate that backlog will become less
meaningful. Our space/satellite business is characterized by long lead times;
however our other end markets tend to place orders with short lead times.
Prospective investors should not place undue reliance on our backlog numbers or
changes in backlog numbers. We determine backlog based on firm orders which are
scheduled for delivery within 12 months.

There may be some potential effects of system outages.

Risks are presented by electrical or telecommunications outages, computer
hacking or other general system failure. To try to manage our operations
efficiently and effectively, we rely heavily on our internal information and
communications systems and on systems or support services from third parties.
Any of these are subject to failure. System-wide or local failures that affect
our information processing could have material adverse effects on our business,
financial condition, results of operations and cash flows. In addition,
insurance coverage for the risks described above may be unavailable.

There may be potential U.S. tax effects on purchasers of common stock.

Each prospective purchaser should consult a tax advisor with respect to current
and possible future tax consequences of acquiring, holding and disposing of
common stock as well as any tax consequences that may arise under the laws of
the U.S., any state in the U.S., or of any municipality or other local taxing
jurisdiction. In addition, if you are not a citizen or resident of the U.S., or
a corporation or partnership created in or organized under the laws of the U.S.,
or any political subdivision thereof, then you should consult your tax advisor
about U.S. federal income and estate taxes, as well as foreign, state and local
tax consequences that may be relevant to you in light of your personal
circumstances.

There may be potential impairments that adversely affect our balance sheet and
earnings.

Companies recently have become subject to Statement of Financial Accounting
Standards No. 142, which changes the accounting for goodwill from an
amortization method to an impairment-only approach. We have accounted for our
acquisitions in 2001 in accordance with this standard, and this standard will
become effective on a company-wide basis at the beginning of the first quarter
of fiscal year 2003. From time to time, we may

                                       16



reassess whether there has been an impairment of our goodwill, which would
result in a charge to earnings and a reduction in goodwill on our balance sheet.

                                       17



                                  THE 1987 PLAN

                               General Information

In December, 1986, the Company adopted its 1987 Microsemi Corporation Stock Plan
(the "1987 Plan") for the purpose of securing for the Company and its
stockholders the benefits arising from stock ownership by selected officers,
directors and other key executive and management employees who are expected to
contribute materially to the successful growth of the Company. The eligibility
to receive grants under the 1987 Plan has since been expanded to include
non-employee officers, non-employee consultants and other service providers. The
Company believes that the 1987 Plan, by providing an opportunity to key
individuals to acquire or increase their respective interests in the Company,
will create additional incentive in such persons to exert their best efforts in
attempting to achieve the objectives of the Company.

The 1987 Plan was adopted by the Board of Directors of the Company (the "Board")
in December 1986, and was approved by its stockholders at their Annual Meeting
held on February 26, 1987. The Board may amend the 1987 Plan, subject to
stockholder approval to the extent necessary for the continued applicability of
Rule 16b 3 promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"). The 1987 Plan has been amended in the years of 1994, 1995, 2000 and 2001,
and adjusted for the August 2001 Two-for-One Stock Split. The 1987 Plan
terminates on December 15, 2009, unless terminated earlier by the Board or
unless extended by the Board with the approval of the Company's stockholders.

The 1987 Plan is not subject to the provision of the Employee Retirement Income
Security Act of 1974 ("ERISA").

Administration of the 1987 Plan

The 1987 Plan is administered and interpreted by one or more committees
(collectively, the "Committee") consisting of persons appointed by the Board in
the Board's discretion. The Committee has full authority to administer the 1987
Plan, including authority to interpret and construe any provision of the 1987
Plan and to determine the fair market value of the Company's Common Stock for
purposes of the 1987 Plan. The Committee's decisions shall be final and
conclusive with respect to the interpretation and administration of the 1987
Plan and any grant made thereunder. The membership of the Committee may be
altered by resolution of the Board.

Eligibility and Participation

Grants may be made to any employee of the Company who is an officer or other key
executive, professional or administrative employee, any member of the Board,
non-employee officers, non-employee consultants or service providers ("Eligible
Person"). The Committee shall select the persons to receive Grants ("Grantees")
from among the Eligible Persons and determine the number of shares subject to
any particular Grant.

Limitations on Grants

Non-employee directors serving on a Committee that selects Grantees and/or
approves Grants under the 1987 Plan are intended to be Non-Employee Directors
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and
therefore shall not, while serving on such Committee, be granted options for
services rendered as a consultant or in any capacity other than as a director,
except to such extent as would be permitted in accordance with said rule. For
avoidance of doubt, discretionary grants (as well as these annual grants) may be
made to non-employee directors for service as a director at any time and may be
made to non-employee directors for service as a consultant or other

                                       18



non-director capacity while that non-employee director is not serving on the
Committee that selects Grantees or approves Grants under the 1987 Plan.

Effective as of December 20, 1993, and thereafter, no one person will receive
more than 300,000 options or restricted shares or share equivalents under
performance awards or SARs under the 1987 Plan in any one (1) calendar year. For
purposes of applying the limit in the immediately preceding sentence to Grants
made prior to August 14, 2001, each one pre-split share subject to the Grant is
equivalent to two post-split shares of Common Stock.

Formula grants shall be made to each non-employee director of the Company as of
the last day of fiscal year 2001 and each subsequent fiscal year, automatically,
of a nonqualified option under the 1987 Plan to purchase 6,000 shares of the
Company's Common Stock, which shall be immediately exercisable as of the grant
date. The options granted to non-employee directors of the Company shall have an
exercise price equal to 100% of the fair market value of the underlying Common
Stock on the date of grant of the options, as determined in accordance with the
terms of the 1987 Plan, and shall have terms of ten years, on the terms and
subject to the provisions of the 1987 Plan. All such options shall be otherwise
on the terms and subject to the provisions of the 1987 Plan.

The maximum number of shares which may be issued pursuant to incentive stock
options granted under the 1987 Plan may not exceed 14,000,000.

Shares Available for Grant

Subject to adjustment as provided below, the aggregate number of shares of the
Company's Common Stock that may be issued or transferred under the 1987 Plan is
approximately 8,655,000 shares, on a split-adjusted basis. The number of shares
of Common Stock covered by this Prospectus may increase as additional shares
become subject to the 1987 Plan as a result of annual increases provided for
therein and may be otherwise adjusted in certain events as a result of other
adjustment provisions contained therein. The shares may be authorized but
unissued shares or treasury shares. The number of shares available for Grants at
any given time shall be reduced by the aggregate of all shares previously issued
or transferred and of shares which may become subject to issuance or transfer
under then-outstanding Grants.

Adjustments

(i)  Recapitalization Adjustment.  If any subdivision or combination of shares
of the Company's Common Stock or any stock dividend, capital reorganization,
recapitalization, consolidation, or merger with the Company as the surviving
corporation occurs after the adoption of the 1987 Plan, the Committee shall make
such adjustments as it determines appropriate in the number of shares of
Company's Common Stock that may be issued or transferred in the future under the
1987 Plan. The Committee shall also adjust the number of shares and Option Price
in all outstanding Grants made before the event as it deems appropriate.

(ii) Stockholder-Approved Annual Increases.  The number of shares of the
Company's Common Stock available for awards under the 1987 Plan shall increase
at the beginning of each of the Company's respective fiscal years by an amount
equal to 4% of the number of shares of the Company's Common Stock outstanding as
of the Company's immediately prior fiscal year end. The next increase will occur
as of the first day of fiscal year 2004 and subsequently will be effected on the
first day of the six (6) consecutive fiscal years thereafter during the term of
the 1987 Plan.

The number of shares available for Grants is equal to the number of authorized
shares under the 1987 Plan minus the aggregate of the number of all shares
previously issued or transferred or which may become subject to issuance or
transfer under then-

                                       19



outstanding Grants. Any award which expires or lapses without being exercised,
and shares of restricted stock which are forfeited to or repurchased by the
Company, again become available for use under the 1987 Plan. Payment in cash in
lieu of shares shall be deemed to be an issuance of the shares.

                                       20



Securities to be Offered

Grants made under the 1987 Plan may consist of stock options, stock appreciation
rights, performance awards, or restricted stock grants, each of which is
described below.

1.   Stock Options.

The Committee may grant options qualifying as incentive stock options under
Section 422A of the Internal Revenue Code of 1986, as amended from time to time
("Incentive Stock Options"), or nonqualified options ("Nonqualified Options")
(the Incentive Stock Options and Nonqualified Options are collectively referred
to as "Stock Options"). The Stock Options are evidenced by agreements in such
form as the Committee may, from time to time, approve and shall be subject to
the following provisions:

(a)  Option Price.  The price at which the Company's Stock may be purchased by
the Grantee under a Stock Option ("Option Price") is to be determined by the
Committee but is not to be less than the fair market value of the Company's
Stock on the date of Grant.

(b)  Option Exercise Period.  The Committee determines the option exercise
period ("Option Exercise Period") of each Stock Option. The Option Exercise
Period is not to exceed ten years from the date of the Grant.

(c)  Exercise of Option.  A Grantee may exercise a Stock Option by delivering
written notice of exercise to the Company, either with or without accompanying
payment of the Option Price. The notice of exercise once delivered is
irrevocable.

(d)  Requirement of Employment.  If the Grantee's employment terminates during
the Option Exercise Period for any reason other than death, the Stock Option
shall terminate, except that the Committee may provide for complete or partial
exceptions to this requirement as it deems equitable and is not inconsistent
with applicable law.

(e)  Satisfaction of Option Price.  The Grantee shall pay the Option Price
(i) in cash, or (ii) with the Committee's permission, by delivering shares of
the Company's Common Stock already owned by the Grantee and having a fair market
value on the date of exercise equal to the Option Price, or a combination of
cash and shares, or (iii) with the Committee's permission, by Microsemi
withholding from the Grantee a number of shares of the Company's Common Stock
otherwise deliverable upon exercise having a fair market value equal to the
aggregate Option Price, or (iv) by cancellation of indebtedness of the Company
to Grantee, equal to the amount of the Option Price; (v) by waiver of
compensation due or accrued to Grantee for services rendered, equal to the
amount of the Option Price; (vi) provided that a public market for the Company's
Common Stock exists, through a "same day sale" commitment from the Grantee and a
broker dealer that is a member of the National Association of Securities Dealers
(an "NASD" Dealer), whereby the Grantee irrevocably elects to exercise his
Option and to sell a portion of the Company's Common Stock so purchased to pay
for the Option Price and whereby the NASD Dealer irrevocably commits upon
receipt of the proceeds for such Company's Common Stock to forward the proceeds
equal to the Option Price directly to the Company; (vii) with the Committee's
permission, by the execution and delivery of Grantee's promissory note in the
principal amount of the Option Price, with such term, interest rate and other
terms and provisions, including, without limitation, requiring the Company's
Common Stock acquired upon exercise to be pledged to the Company to secure
payment of the note, as the Board may specify; (viii) any combination of the
above. The Grantee shall pay the Option Price not later than thirty (30) days
after the date of a statement from the Company following exercise setting forth
the Option Price, fair market value of the Company's Common Stock on the
exercise date, the number of shares of the Company's Common Stock that may be
delivered in payment of the Option Price, and the amount of withholding tax due,
if any. If the Grantee fails to pay the Option

                                       21



Price within the thirty (30) day period, the Committee shall have the right to
take whatever action it deems appropriate, including voiding the option
exercise. The Company shall not issue or transfer shares of the Company's Common
Stock upon exercise of a Stock Option until the Option Price is fully paid.

(f)  Incentive Stock Options.  An Incentive Stock Option granted pursuant to the
1987 Plan:

(i)  Must be designated as an Incentive Stock Option by the Committee;

(ii) May not be issued for a number of shares which would cause the aggregate
fair market value (determined as of the date the option is granted) of the
Company's Common Stock, with respect to which Incentive Stock Options are
exercisable for the first time by the Grantee during any calendar year under all
plans of the Company, to exceed $100,000. The excess options granted to the
Grantee will be Nonqualified Options rather than Incentive Stock Options. See
"FEDERAL INCOME TAX CONSEQUENCES."

2.   Stock Appreciation Rights

The Committee may grant a Stock Appreciation Right ("SAR") with respect to any
Stock Option granted under the 1987 Plan either at the time of grant thereof or
with respect to Nonqualified Options thereafter. An SAR may be exercised only
while the Grantee is in the employment of the Company, except that the Committee
may provide for partial or complete exceptions to this requirement as it deems
equitable.

A Grantee may exercise an SAR in whole or in part by delivering a notice of
exercise to the Company. The notice of exercise once given shall be irrevocable.
An SAR may be exercised only to the extent that the Stock Option to which it
relates is exercisable. Upon exercise, a Grantee shall receive the aggregate of
the excesses of the fair market values of each respective share of Company's
Common Stock with respect to which the SAR is being exercised over the Option
Price of each respective share. Payment may be made in cash, Company's Common
Stock at fair market value, or a combination of the two and any other methods
then made applicable, at the discretion of the Committee. Amounts due Grantees
may be reduced in the amount of withholding tax due, if any, and the payments
are subject to the terms and conditions set forth in the 1987 Plan and its
supplements or amendments and the agreements entered into pursuant to the 1987
Plan. The fair market value shall be determined as of the date of exercise.

Each SAR shall expire on a date determined by the Committee at the time of grant
no later than the date of expiration of the accompanying Stock Option, if any.

3.   Performance Awards

The Committee may grant Performance Awards under which payment shall be made in
shares of Company's Common Stock ("Performance Shares"), or in cash, if the
financial performance of the Company or any subsidiary or division of the
Company ("Business Unit") selected by the Committee during the Award Period
meets certain financial goals established by the Committee. The following
provisions are applicable to Performance Awards:

(a)  Award Period.  The Committee shall determine and include in the Grant the
period of time (expressed in terms of one or more fiscal years) for which a
Performance Award is made ("Award Period").

(b)  Performance Goals and Payment.  Before a Grant is made, the Committee shall
establish objectives ("Performance Goals") that must be met by the Business Unit
during the Award Period as a condition to payment being made under the
Performance Award. The Performance Goals, which are set out in the Grant, may
include earnings per share, return on shareholders' equity, return on assets,
net income, divisional income, or any

                                       22



financial measurements established by the Committee. The Committee also shall
establish the method of calculating the amount of payment to be made under a
Performance Award if the Performance Goals are met, including the fixing of a
maximum payment per year per Grantee.

(c)  Computation of Payment.  After an Award Period, the financial performance
of the Business Unit during the period is measured against the Performance
Goals. If the Performance Goals are met or exceeded, the Committee shall
determine the number of Performance Shares payable under a Performance Award.
The Board or the Committee, in its sole discretion, may elect to pay the
Performance Award in cash in lieu of issuing or transferring part or all of the
Performance Shares. A cash payment shall be based on the fair market value of
Company's Common Stock on the date of payment. Both Performance Shares and cash
payment are subject to withholding requirements.

(d)  Revisions for Significant Events.  At any time before payment is made, the
Committee may revise the Performance Goals and the computation of payment if
unforeseen events occur during an Award Period which have a substantial effect
on the financial performance of the Business Unit and which in the judgment of
the Board or the Committee make the application of the Performance Goals unfair
unless a revision is made.

(e)  Requirement of Employment.  To be entitled to receive payment under a
Performance Award, a Grantee must remain in the employment of the Company until
an announcement by the Company of the Performance Shares is made, except that
the Committee may provide for partial or complete exceptions to this requirement
as it deems equitable.

4.   Restricted Stock Grants

The Committee may issue or transfer shares of Company's Common Stock to a
Grantee under a Restricted Stock Grant. Upon the issuance or transfer, the
Grantee shall own the shares and therefore be entitled to vote the shares and to
receive any dividends paid. However, during a period designated by the Committee
as the "Restriction Period," the Grantee may not sell, assign, transfer, pledge,
or otherwise dispose of such shares of restricted stock except a transfer upon
the Grantee's death.

If the Grantee's employment terminates during the Restriction Period, the
Restricted Stock Grant terminates and the shares of the Company's Common Stock
must be returned immediately to the Company. However, the Committee may provide
for complete or partial exceptions to this requirement as it deems equitable and
agreements frequently provide for the lapse of the Restriction Period in several
installments.

Prohibitions Against Transfer

Only a Grantee or his authorized representative (on behalf of the Grantee) may
exercise rights under a Grant. Such persons may not transfer those rights during
their lifetimes. When a Grantee dies, the personal representative to succeed to
the rights of the Grantee ("Successor Grantee") may exercise the rights within
one year following death but no later than any earlier expiration of the Grant.
A Successor Grantee must furnish proof satisfactory to the Company of his or her
right to receive the Grant under the Grantee's will or under the applicable laws
of descent and distribution.

Substitute Grants

The Board, or if authorized by the Board, the Committee, may make a Grant to an
employee or officer, director, consultant or service provider of another
corporation who becomes an Eligible Person by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company. A grant may be made in addition to or as a substitution
(the "Substitute Grant") for a

                                       23



stock option, stock appreciation right, performance award or restricted stock
grant granted by such corporation ("Substituted Stock Incentive"). The terms and
conditions of the Substitute Grant may vary from the terms and conditions
required by the 1987 Plan and from those of the Substituted Stock Incentives.
The Board, or if authorized by the Board, the Committee, shall prescribe the
exact provisions of the Substitute Grants, preserving where possible the
provisions of the Substituted Stock Incentives.

                                       24



Compliance with Law

The 1987 Plan, the Grants, and the obligations of the Company to issue or
transfer shares of the Company's Common Stock under Grants is subject to any
securities law or regulation or other requirements promulgated under all
applicable laws and, if the applicable laws require, approvals by any
governmental or regulatory agency. The investment may be returned and the
participant's participation unwound as may be required. The Committee may revoke
any Grant if it is contrary to law or modify a Grant to bring it into compliance
with any valid and mandatory government regulation. The Committee may also adopt
rules regarding the withholding of taxes on payments to Grantees and other tax
related matters.

Ownership of Stock

A Grantee or Successor Grantee shall have no rights as a stockholder of the
Company with respect to any shares of the Company's Common Stock covered by a
Grant unless or until the shares are issued or transferred to the Grantee or
transferred to the Successor Grantee on the Company's books.


                         FEDERAL INCOME TAX CONSEQUENCES

(This information does not take the place of seeking tax advice for yourself.)

A.   The following discussion sets forth the Federal income tax consequences
associated with each type of Grant made under the 1987 Plan to Grantees who are
not subject to Section 16(b) of the Exchange Act. You are not subject to Section
16(a) of the Exchange Act unless you are an officer, director or 10% stockholder
of Microsemi. Some officers are not subject to Section 16(a) although some are.
The Federal Income Tax Consequences associated with each Grant made under the
1987 Plan to Grantees who are subject to Section 16(b) of the Exchange Act
("Insiders") are described in Section B further below.

1.   Stock Options.  Under the Internal Revenue Code of 1986, as amended (the
"Code"), tax consequences vary in certain respects between Incentive Stock
Options and Nonqualified Options.

(a)  Incentive Stock Options. Incentive Stock Options ("ISO's") exercised under
the provisions of the 1987 Plan are intended to be taxed pursuant to Section 422
of the Internal Revenue Code. The Code provides that upon the Grant of an ISO,
the optionee recognizes no income. Upon exercise of an ISO, if no disposition of
the underlying stock (the "Option Shares") is made until at least two years from
the date the ISO had been granted and at least one year from the date the ISO
had been exercised (collectively, the "ISO Holding Periods"), no ordinary income
is recognized by the optionee, and no deduction may be taken by the Company.
However, if the ISO Holding Periods are not met, the optionee's gain upon
disposition is taxed in whole or in part as ordinary income, tax withholding may
be required, and the Company is entitled to a tax deduction for that year. The
amount of the ordinary income recognized by the optionee is equal to the lesser
of (a) the fair market value of the Option Shares on the exercise date minus the
Option Price or (b) the amount realized on disposition minus the Option Price.
The spread on ISO's is subject to Social Security, Medicare and FUTA taxes at
the time of exercise, according to the Internal Revenue Service ("IRS"). The IRS
announced it will not enforce the application of Social Security, Medicare and
FUTA taxes on ISO exercises that occur before January 1, 2003.

Upon the disposition of Option Shares which have been held by the optionee for
the ISO Holding Periods, any gain or loss realized by the optionee is taxed as
capital gain or loss on the date of disposition, and the Company is not entitled
to any deduction with regard to such disposition. The capital gains rate defined
under the Code has been

                                       25



changed from time to time, and in 2002, the maximum federal tax rate for
long-term gain is 20%. Future amendments to the Code could affect this rate. The
rate as stated above excludes any applicable state income taxes.

The exercise of an ISO may result in items of "tax preference" under ss.55 of
the Code for the purposes of the Alternative Minimum Tax ("AMT"). For the
purposes of computing the AMT, the excess of the fair market value (on the date
of the exercise) of the shares received upon the exercise of an ISO over the
exercise price paid is included in AMT income in the year the option is
exercised. If the shares are sold in the same year that the option is exercised,
the regular tax treatment and the AMT treatment will be the same. If the shares
are sold during a year subsequent to that in which the option was exercised, the
basis of the stock acquired will equal its fair market value on the date of
exercise for purposes of computing AMT income in the year of sale. For example,
assume that an individual pays an exercise price of $10.00 to purchase stock
having a fair market value of $15.00 on the date of exercise. The amount
included in AMT income is $5.00, and the stock has a basis of $10.00 for regular
tax purposes and $15.00 for AMT purposes. If the individual sells the stock in a
subsequent year for $20.00, the gain recognized is $10.00 for regular tax
purposes and $5.00 for AMT purposes.

An optionee who is subject to the AMT in the year of exercise of an ISO may
claim as a credit, against the optionee's regular tax liability in future years,
the amount of AMT paid that is attributable to the exercise of the ISO. This
credit is available in the first year following the year of exercise in which
the optionee has a regular tax liability.

(b) Nonqualified Options. Under Section 83 of the Code, no income is realized at
the time a Nonqualified Option is granted. Upon the subsequent exercise of a
Nonqualified Option under the 1987 Plan, the normal rules of Section 83 do
apply. As a consequence, the person who performed the services generally
realizes ordinary income upon exercise of the option in an amount equal to the
fair market value of the stock over amounts paid by the Grantee for the
underlying Option Shares. The spread on non-qualified options is normally
included in wages for the purposes of and is also subject to Social Security,
Medicare and FUTA taxes and in some cases income tax withholding at the time of
exercise. Subsequent appreciation upon the sale of the stock is taxable as
capital gain, and the holding period for capital gains purposes begins upon
exercise of the option. The capital gains rate defined under the Code has been
changed from time to time, and in 2002, the maximum federal tax rate for
long-term gain is 20%. Future amendments to the Code could affect this rate. The
rate as stated above excludes any applicable state income taxes.

(c) Company Stock as Payment of Option Price. When a Stock Option is exercised
by delivery of Company's Common Stock in payment of the Option Price, the stock
delivered is not taxed, provided that an ISO is not exercised by delivery of ISO
stock before the ISO Holding Periods are satisfied. A number of the Option
Shares equal to the number of shares you delivered will have the same tax basis
and be treated as having been held for the same period of time as the shares you
delivered, and the rest of the Option Shares will have a tax basis equal to the
amount of any cash paid to exercise the option plus the amount of any ordinary
income recognized on exercise of the option and will be treated as having been
acquired on the exercise date.

2. Stock Appreciation Rights and Performance Awards. The grant of an SAR or a
Performance Award does not result in income for the Grantee or a deduction for
the Company; however, the grant of an SAR does result in adjustable charge
against the Company's earnings in a floating amount equivalent to the amount
receivable by the Grantee upon exercise of the SAR. Upon the exercise of an SAR
and the receipt of shares or cash under a Performance Award, the Grantee will
recognize ordinary income and the Company will be entitled to a deduction
measured by the fair market value of the shares plus any cash received by the
Grantee. Income tax withholding is required.

                                       26



3. Restricted Stock Grant. The grant of a Restricted Stock Grant will not result
in income for the Grantee or in a deduction for the Company for federal income
tax purposes, assuming the shares granted are not transferable by the grantee
and are subject to restrictions resulting in a "substantial risk or forfeiture"
as intended by the Company, unless the Grantee elects to be taxed pursuant to
ss.83(b) of the Code. If there is not such a restriction or at the time the
restrictions lapse, the grantee will receive ordinary income, and the Company
will be entitled to a deduction measured by the fair market value of the shares
at the time of lapse. Income tax withholding will be required. Dividends paid
while the stock remained subject to restriction will be treated as compensation
for federal income tax purposes.

B. The following discussion sets forth the Federal income tax consequences
associated with each type of Grant made under the 1987 Plan to Grantees who are
subject to Section 16(b) of the Exchange Act. You are not subject to Section
16(a) of the Exchange Act unless you are an officer, director or 10% stockholder
of Microsemi. Some officers are not subject to Section 16(a) although some are.
The Federal Income Tax Consequences associated with each Grant made under the
1987 Plan to Grantees who are not subject to Section 16(b) of the Exchange Act
("Insiders") are described in Section A immediately above.

Although the general tax consequences for the various types of Grants available
under the 1987 Plan are the same, the timing of the various tax events is
slightly different. Since Insiders are effectively prohibited from making a sale
and a purchase, or a purchase and a sale, of the Company's Common Stock within
any six month period (see Securities Law Restrictions on Resale), the stock they
receive upon exercise of an option is considered to be "subject to a substantial
risk of forfeiture" until the six month period has elapsed. With regard to
Nonqualified Options, income otherwise recognized upon the exercise of an Option
is not recognized until the day before the date in the sixth month which
corresponds numerically with the date of the month in which the option exercise
occurred. For example, if the Option is exercised on January 3 in a given year,
July 2 of that year is the first day the Insider may sell his stock. Therefore,
in such a case, income is recognized on July 2 as the difference between the
market price on that date and the exercise price of the option. This date also
begins the holding period for long-term capital gains treatment.

When an Insider tenders stock in payment of the exercise price for a Stock
Option, the tendered stock retains its basis and holding period. The additional
shares received on exercise of the option follow the special timing rules stated
in the above paragraph.

Insiders may, however, elect to avoid the six month delay in evaluating the
market price of the stock and in recognizing income by making a Section 83(b)
election under the Code. Such an election must be made within 30 days of receipt
of the stock and causes income to be determined based on the market price of the
stock on the date the option is exercised. The Section 83(b) election also
starts the holding period for long-term capital gain treatment on the exercise
date. Insiders may obtain forms for making a Section 83(b) election from the
Company, or from their tax advisors.

With such an election, the Company will be entitled to a Section 162 deduction
in connection with the transfer of property for the performance of services
(i.e., the granting of the option) equal to the amount included by the Insider
under Section 83(b) as compensation (i.e., the difference between the exercise
price and the market price on the date of exercise) in the year the employee is
required to recognize ordinary income.

The preceding paragraphs as they relate to the option holder are intended to be
merely a summary of the various tax consequences surrounding the grant of ISO's
or Nonqualified Options, SAR's, Performance Awards and Restricted Stock Grants.
Each option holder should consult with his tax advisor as to the tax
implications to him

                                       27



upon any grant made to him under the 1987 Plan and any subsequent exercise of
options and sale of underlying stock. Optionees are also urged to consult their
own tax counsel regarding the treatment of such options for state and local tax
purposes.

The 1987 Plan is not intended to be qualified under Section 401(a) of the
Internal Revenue Code.

                                       28



                      SECURITIES LAW RESTRICTIONS ON RESALE

This Prospectus does not apply to resales of underlying shares issued under the
1987 Plan to Company "Affiliates," as that term is defined in Rule 405 of the
Securities Act. Affiliates of the Company may not publicly resell shares
acquired hereunder without compliance with Rule 144 promulgated under the
Securities Act (except that such persons need not meet the one-year holding
period requirement of such Rule) or registration under the Securities Act. One
requirement for compliance with Rule 144 is that the Company must have complied
with all reporting requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") for the twelve-month period preceding any re-offer
or resale.

In addition, Insiders must be careful to avoid making a purchase and sale, or a
sale and purchase within any six month period. When such a purchase and sale
occurs, the Insider must remit any profits he has made in the transactions to
the Company. Under Section 16(b) of the Exchange Act, a purchase occurs when an
option is exercised. Any sale within six months before or after the exercise of
the option will be matched against the purchase to establish a profit which must
be remitted.

Rule 16b 3, promulgated by the Commission pursuant to the Exchange Act, exempts
certain transactions which occur pursuant to certain employee benefit plans.
Under Rule 16b 3, stock tendered in exercise of an option pursuant to the 1987
Plan, as described herein, will not be deemed a sale. Moreover, the receipt upon
exercise of shares up to the number tendered will not be deemed a purchase of
those shares. However, any additional shares received will be considered a
purchase and may be matched against any sale occurring within six months
thereof.

Rule 16b 3 also exempts cash settlement of SAR's held by Affiliates if the
following conditions are met: (a) the Company has complied with all reporting
requirements of the Exchange Act for the twelve-month period preceding such
settlement; (b) the Company on a regular basis releases for publication
quarterly and annual summary statements of sales and earnings; (c) the Affiliate
who exercises the SAR has not exercised the SAR or any related stock option
until a date at least six months after the grant of such SAR or option; and (d)
the Affiliate does not either elect to exercise or exercise an SAR for cash
except during a period beginning on the third business day following the date of
the Company's release of financial data specified in condition (a) above and
ending on the twelfth business day following such date.

Contractual restrictions on resale which may apply are contained in a Stock
Option Agreement between the purchaser and the Company or in the 1987 Plan.

                               GENERAL INFORMATION

A copy of the 1987 Plan and the amendments thereto are attached as exhibits to
the Registration Statement of which this Prospectus is a part. Reference is made
to the exhibits for a full and complete statement of its provisions, and the
foregoing is qualified in its entirety by such reference.

                                       29



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

1.  Our Annual Report on Form 10 K for the fiscal year ended September 30, 2001,
filed on December 24, 2001, including the 1987 Microsemi Corporation Stock Plan
and amendments filed as Exhibit 10.13 thereto.

2.  Our Form 10/A filed February 12, 2002 as Amendment No. 1 to our Form 10
filed March 16, 1979 that registered our Common Stock and Preferred Stock
pursuant to Section 12(g) of the Securities Exchange Act of 1934.

3.  Our Form 8-A filed December 29, 2000 registering Series A Junior
Participating Preferred Stock and Rights to Purchase Series A Junior
Participating Preferred Stock pursuant to Section 12(g) of the Securities
Exchange Act of 1934.

4.  Our Registration Statement on Form S-8 filed with the SEC on August 25,
1987, Registration No. 033-16711, relating to 1,500,000 shares (as adjusted) of
Common Stock, par value $.20 par value per share (the "Common Stock"),
registered to be offered pursuant to the 1987 Plan.

5.  Our Registration Statement on Form S-8 filed with the SEC on October 13,
1995, Registration No. 033-63395, relating to 504,120 shares (as adjusted) of
Common Stock registered to be offered pursuant to the 1987 Plan.

6.  Our Registration Statement on Form S-8 filed with the SEC on March 27, 1997,
Registration No. 333-24045, relating to 1,495,800 (as adjusted) shares of Common
Stock registered to be offered pursuant to the 1987 Plan.

7.  Our Registration Statement on Form S-8 filed with the SEC on April 25, 2000,
Registration No. 333-35526, relating to 3,500,000 shares (as adjusted) of Common
Stock registered to be offered pursuant to the 1987 Plan.

8.  Our Registration Statement on Form S-8 filed with the SEC on February 12,
2002, Registration No. 333-82556, relating to 3,000,000 shares of Common Stock
registered to be offered pursuant to the 1987 Plan.

9.  The Company's Current Report on Form 8-K filed on July 2, 2002, under the
Exchange Act of 1934.

10  The Company's Current Report on Form 8-K filed on July 1, 2002, under the
Exchange Act of 1934.

11. The Company's Current Report on Form 8-K filed on April 26, 2002, under the
Exchange Act of 1934.

12. The Company's Amendment of Current Report on Form 8-K/A filed on November
13, 2001, under the Exchange Act of 1934.

13. The Company's Amendment of Current Report on Form 8-K/A filed on November 7,
2001, under the Exchange Act of 1934.

14. The Company's Current Report on Form 8-K filed on November 7, 2001, under
the Exchange Act of 1934.

15. The Company's definitive Proxy Statement on Schedule 14A filed on January
30, 2002.

16. The Company's Periodic Report on Form 10-Q filed on August 12, 2002.

17. The Company's Periodic Report on Form 10-Q filed on May 10, 2002.

18. The Company's Periodic Report on Form 10-Q filed on February 13, 2002.

19. All other of the Company's reports filed pursuant to Section 13 or 15(d) of
the Exchange Act since September 30, 2001.

Also incorporated herein by reference and to be a part hereof from date of
filing are all documents subsequently filed by the Company pursuant to Sections
13, 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold.

                                       30



All information appearing in this Prospectus is qualified in its entirety by the
detailed information, including financial statements, appearing in the documents
incorporated herein by reference.

                                       31



                          DESCRIPTION OF COMMON STOCK

Each stockholder is entitled to one vote for each share of Common Stock held of
record on all matters to be voted on by stockholders, and stockholders are not
entitled to cumulate votes for the election of directors. Stockholders have no
preemptive rights or other subscription rights. There are no conversion rights
or redemption rights with respect to shares of Common Stock. All outstanding
shares of Common Stock are, and those that we offer hereby will be, when issued,
validly issued, fully paid and nonassessable. Holders of Common Stock are
entitled to such dividends as may be declared by the Board out of funds legally
available therefor. On our liquidation, dissolution or winding up, the holders
of Common Stock are entitled to receive pro rata our net assets remaining after
the payment of debts, expenses and the liquidation preference of any outstanding
shares of Preferred Stock. The Common Stock is quoted on the Nasdaq National
Market under the symbol "MSCC."

In connection with our charter, we have a Shareholder Rights Plan, and each
share of Common Stock, par value $.20, entitles the holder to one redeemable and
cancelable Right (not presently exercisable) to acquire a fractional share of
Series A Junior Participating Preferred Stock, under the terms and conditions as
set forth in a Shareholder Rights Agreement. The existence of the Rights may
make more difficult or impracticable a hostile change of control of the Company,
which therefore may affect the anticipated return on an investor's investment in
the Common Stock.

Provisions of Delaware law and our certificate of incorporation and bylaws could
make more difficult the acquisition of our company by means of a tender offer, a
proxy contest, or otherwise, and the removal of incumbent officers and
directors. These provisions include:

  . Section 203 of the Delaware General Corporation Law, which prohibits a
merger with a 15%-or-greater stockholder, such as a party that has completed a
successful tender offer, until three years after that party became a
15%-or-greater stockholder; and

  . the authorization in the certificate of incorporation of undesignated
preferred stock, which could be issued without stockholder approval in a manner
designed to prevent or discourage a takeover or in a way which may dilute your
investment in the Common Stock.

                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 145 of the Delaware general corporation law regulates the
indemnification of directors, officers, employees and other agents of the
Delaware corporation. In general, it grants a corporation the "power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation (or was serving in a
similar position of another business entity at the request of the corporation)
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With regard to actions or
proceedings brought by or in the right of the corporation, the power is limited
to indemnification against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of the same,
except that no indemnification may be made in respect of any claim, issue or
matter as to which a director, officer, employee or agent shall have been judged
to be liable unless a court should find that despite adjudication of liability,
indemnification is fair and reasonable.

                                       32



Article 6, Section 2(a) of the Company's Certificate of Incorporation includes
the following provision:

"Each person who was or is made a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer, of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorney's fees, judgment, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith"

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

                                       33