10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES  EXCHANGE ACT      OF 1934 (FEE REQUIRED)      For the fiscal year ended May 31, 2002 OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934 (NO FEE REQUIRED)      For the transition period from to _____________________ to _______________________
Commission File No. 0-12906
RICHARDSON ELECTRONICS, LTD. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	36-2096643 (I.R.S. Employer Identification No.)
40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393 (Address of principal executive offices)
Registrant's telephone number including area code:	(630) 208-2200
Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $.05 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ] As of August 20, 2002, there were outstanding 12,161,182 shares of Common Stock, $.05 par value, and 3,206,812 shares of Class B Common Stock, $.05 par value, which are convertible into Common Stock on a share for share basis, of the registrant and the aggregate market value of such shares, based on the reported last sale price of the Common Stock on such date, held by non-affiliates of the registrant was approximately $72,500,000. Portions of the 2002 Annual Report to Stockholders of registrant for fiscal year ended May 31, 2002 are incorporated by reference in Parts I, II, and IV of this Report. Portions of the registrant’s Proxy Statement dated September 4, 2002 for the Annual Meeting of Stockholders scheduled to be held October 15, 2002, which will be filed pursuant to Regulation 14(A), are incorporated by reference in Part III of this Report. Except as specifically incorporated herein by reference, the above mentioned Annual Report to Stockholders and Proxy Statement are not deemed filed as part of this report. The exhibit index is located at pages 16 through 25.

PART I

Item 1. Business
Introduction and Business Strategy

Richardson Electronics, Ltd. is a specialized global provider of engineered solutions serving the RF and wireless communications, industrial power conversion, security and display systems markets. The Company provides "engineered solutions" to its customers through product manufacturing, systems integration, prototype design and assembly, testing and logistics. The Company's products include radio frequency ("RF") and microwave components, power semiconductors, electron tubes, microwave generators, data display monitors and electronic security products and systems. These products are used to control, switch or amplify electrical power or signals, or as display, recording or alarm devices in a variety of industrial, communication, and security applications.

The Company's objective is to be the preeminent international supplier of niche electronic components to industrial and commercial users. To fulfill this objective, the Company employs the following basic strategies:

Capitalize on Engineering and Manufacturing Expertise. Richardson believes that its success is largely attributable to its core engineering and manufacturing competency and skill in identifying cost competitive solutions for its customers. Historically, the Company's primary business was the distribution and manufacture of electron tubes and it continues to be a major supplier of these products. The Company has small-scale manufacturing and prototype capabilities supported by engineering and manufacturing expertise. Richardson uses this expertise to identify engineered solutions for customers' applications, not only in electron tube technology but also in each product area in which it specializes. Approximately 50% of the Company's sales are derived from products the Company designed-in, engineered, modified, manufactured, tested, or sold under its own brand names.

Specialize in Selected Niche Markets. The Company specializes in selected niche markets that demand technical service and where price is not the primary competitive factor. Richardson seldom competes against commodity distributors. In many parts of its business, the Company's principal competitors are not other distributors but rather original equipment manufacturers ("OEMs"). The Company offers engineered solutions to its customers including the design, manufacturing and/or electrical or mechanical modification and distribution of approximately 80,000 products ranging in price from $1 to $100,000 each. The Company estimates that over 50% of its sales are attributable to products intended for replacement and repair applications, in contrast to use as components in new original equipment.

Leverage Customer Base. The Company strives to grow by offering new products to its existing customer base. The Company has followed the migration of its customers from electron tubes to newer technologies, primarily semiconductors. Sales of products other than electron tubes represented 81.3% of sales in the year ended May 31, 2002, compared to 56.9 % five years ago.

Maintain Superior Customer Service. The Company maintains more than 300,000 part numbers in its inventory database. More than 80% of all orders received by 6:00 p.m. are shipped complete the same day.

Provide Global Service. Richardson has kept pace with the globalization of the electronics industry and addresses the growing demands in lesser developed countries for modern business and industrial equipment, related parts, service and technical assistance. Today, the Company's operations are worldwide in scope through 69 sales offices, including 47 located outside of the United States. The Company has offices in 25 countries and authorized representatives in an additional 21 countries. In fiscal 2002, 54.1% of sales were to customers based outside of the United States. As Richardson continues to extend its geographic reach, the Company works with its vendors to include new geographies in its franchise agreements. In addition, Richardson's global presence is a competitive advantage and growth opportunity since many of its multinational customers prefer local support.

Maintain State-of-the-Art Information Systems. Through a global information systems network, all offices have real-time access to the Company's database including customer information, product cross-referencing, market analysis, stock availability and quotation activity. Customers have on-line access to product information and purchasing capability via Richardson's web site, www.rell.com and catalog at catalog.rell.com The Company offers electronic data interchange (EDI) to those customers requiring this service. All systems are available on a 24 hours a day, seven days a week schedule ("24/7"). The Company is committed to continually improve its technology, simultaneously improving efficiencies in asset utilization and reducing operating expenses as a percent of sales.

Growth Strategy

Richardson's long range plan for growth and profit maximization is defined in three broad categories, discussed in the following paragraphs:

Internal Growth. The Company believes that, in most circumstances, internal growth provides the best means of expanding its business. Both geographic and product line expansion have and will continue to be employed. In many instances, Richardson's original product line, electron tubes, provides the foundation for establishing new customer relationships, particularly in developing countries where older technologies are still predominately employed. From that base, the Company can identify and capitalize on new market opportunities for its other products. Over the last five years the Company has increased the number of sales offices to 69 to support its new business development efforts.

Expansion of the Company's product offerings is an on-going program. Of particular note, the following areas have, in recent years, generated significant sales gains: amplifiers, transmitters and pallets for wireless communication: microwave generators; flat panel displays and monitors; and digital CCTV security systems.

Continuous Operational Improvement. During the last five years, the Company embarked on a vigorous program to improve operating efficiencies and asset utilization. Incentive programs were revised to heighten Richardson managers' commitment to these goals. Selling, general and administrative expenses as a percent of sales were 21.3% in fiscal 1998 and in fiscal 2002. Inventory turns improved from 1.9 to 2.8 over the same period. Additional programs are ongoing, including a significant investment in a full suite of enterprise resource planning modules scheduled for installation over the next year.

Acquisitions. The Company has a successful record of acquiring and integrating businesses. Since 1980, the Company has acquired 34 companies or significant product lines. The Company evaluates acquisition opportunities on an ongoing basis. The Company's acquisition criteria require that a target provide either (i) product line growth opportunities permitting Richardson to leverage its existing customer base, (ii) additional geographic coverage of Richardson's existing product offerings or, (iii) additional technical resources. In the last five years, the Company's acquisition pace has accelerated with the purchase of 14 businesses including, most significantly, TRL Engineering (amplifier pallet design and engineering – RFWC) in 1999, Pixelink in 1999 and Eternal Graphics in 1998 (display systems integration – DSG), Security Service International in 1998 and Adler Video in 1999 (security systems - SSD), Celti (fiber optic communication - RFWC) in 2001, Aviv (design-in services for active and passive components – RFWC) in 2001, and Sangus (RF and microwave applications – RFWC) in 2002.

Strategic Business Units

In fiscal 2002, the marketing, sales, product management and purchasing functions of Richardson were organized as strategic business units serving specific markets: RF & Wireless Communication Group (RFWC), Industrial Power Group (IPG), Medical Systems Group (MSG), Security Systems Division (SSD) and Display Systems Group (DSG).

The Company sold its Medical Glassware (Glassware) business on February 22, 2002. The Glassware business represented about half of the Company's MSG revenues with medical monitors and associated display products making up the majority of the balance. The retained medical monitor business is included in the Display Systems Group. Fiscal 2001 and 2000 data has been reclassified to conform to the current presentation.

Common logistics, information systems, finance, legal, human resources and general administrative functions support the entire organization. These support organizations are highly centralized with most corporate functions located at the Company’s administrative headquarters and principal stocking facility in LaFox, Illinois.

RF & Wireless Communications Group (RFWC)

The RF & Wireless Communications Group serves the global RF and wireless communications market and the radio and television broadcast industry, predominately for infrastructure applications. Our product and sales team of RF and wireless engineers and global design centers assists our customers with circuit design, selecting cost effective components, planning reliable and timely supply, prototype testing and assembly.

Long term growth in wireless applications is likely as the demand for all types of wireless communication gains in popularity worldwide. In addition to voice communication, the demand for high-speed data transmission will require major investments in both system upgrades and new systems to handle broader bandwidth.

Richardson supports these growth opportunities by becoming associated with many of the key RF and wireless component manufacturers. A key to our success in relationships with our existing vendors, and our success in attracting new vendors, is the visibility we give them to worldwide demand for their current products and products in development. Richardson's global information system includes programs that our sales force employ to forecast product demand by potential design opportunity based on dialog with our customers. This information is shared with our manufacturing suppliers to help them predict near and long-term demand and product life cycles. Richardson has global distribution agreements with such leading semiconductor suppliers as ANADIGICS, Anaren/RF Power Components, Ericsson, M/A-COM, Motorola, QMI/Tensolite, Sirenza Microdevices, and WJ Communications. In addition, Richardson has relationships with many niche RF and wireless suppliers to form the most comprehensive RF and wireless resource in the industry.

The following is a description of RFWC's major product groups:

• RF and Microwave Devices - a wide variety of components, such as mixers, switches, amplifiers, oscillators and RF diodes, which are used in telecommunications and other related markets, such as broadcast, cable TV, cellular and PCS, satellite, wireless LANs and various other wireless applications.
• Interconnect Devices - passive components used to connect all types of electronic equipment including those employing RF technology.
• Fiber Optics - components including laser diodes, photo detector, transamplifiers, and transceiver modules used in fiber optic communications for data communication and hybrid fiber coax and telecommunication markets.
• Broadcast Equipment - video products, camera tubes, klystrons, transmitters and accessories used for radio and television broadcasting.

Richardson participates in every RF and wireless application and market in the world, focused on infrastructure rather than consumer-driven subscriber applications. In the past year, we believe we gained market share in RF and wireless applications used in industrial, broadcast, avionics and cellular markets through the expansion of our engineering sales organization, addition of new vendor franchises and an acquisition of a business operating in the Nordic regions of Sweden, Finland, Denmark, and Norway.

Industrial Power Group (IPG)

Richardson serves a broad range of customers across many business sectors including the steel, automotive, textile, plastics, semiconductor and transportation industries. Our engineering skill and products are used in countless applications, such as motor speed controls, industrial heating, laser technology, semiconductor manufacturing equipment, radar and welding.

IPG serves the industrial market’s need for both vacuum tube and solid-state technologies. The Group supports both replacement products for systems using electron tubes and the design and assembly of new systems employing power semiconductors.

We are committed to a specialized strategy of providing engineered solutions for our customers. With our technical expertise and value-added capabilities, we offer the customer: design services, lower-cost product alternatives, complementary products, system integration, component modification and assembly. This broad array of services supports both OEM's and end-users.

Richardson is a leading systems integrator and supplier of components and assemblies for microwave equipment which is used in the manufacture of wafers. Wafers are essential in the production of semiconductors. In addition, the Group’s products are employed in the manufacture of printed circuit boards. Designing our products into new OEM applications also increases the probability of our participation in after-market sales.

We represent the leading manufacturers of electronics used in industrial power applications. Among the suppliers we support are APT, Bussmann, Cornell-Dubilier, CPI, Electronic Devices, Inc., Ferraz, General Electric, Hitachi, Jennings, Nissei-Arcotronics, Ohmite, Powerex, Toshiba, Triton, Tyco Electronics, United Chemi-Con, Varian, Wakefield, and Westcode. In fiscal 2002, we expanded our product offering to include International Rectifier.

The following is a description of IPG's major product groups:

• Power Semiconductors - solid-state, high-frequency power amplifiers used in broadcast, cellular, aircraft and satellite communications and in many types of electronic instrumentation. In many circumstances, the customer prefers to acquire the complete assembly as opposed to the discrete transistor. Accordingly, the Company expanded its product offering to include design and prototype assembly of amplifiers and pallets incorporating RF power transistors.
• Silicon Controlled Rectifiers ("SCRs"), Heat Sink Assemblies and Power Semiconductor Modules - components used in many industrial control applications because of their ability to switch large amounts of power at high speeds. These silicon power devices are capable of operating at up to 4,000 volts at 2,000 amperes.
• High Voltage and Power Capacitors - devices used in industrial, avionics, medical and broadcast applications for filtering, high-current by-pass, feed-through capacitance for harmonic attenuation, pulse shaping, grid and plate blocking, tuning of tank circuits, antenna coupling and energy discharge.
• Power Amplifier / Oscillator Tubes - vacuum or gas-filled tubes used in applications where current or voltage amplification and/or oscillation is required. Applications include induction heating, diathermy equipment, communications and radar systems and power supplies for voltage regulation or amplification.
• Microwave Generators - devices that incorporate magnetrons, which are high vacuum oscillator tubes used to generate energy at microwave frequencies. The pulsed magnetron is predominantly used to generate high-energy microwave signals for radar applications. Magnetrons are also used in vulcanizing rubber, food processing, packaging, wood / glue drying, in the manufacture of wafers for the semiconductor industry and other industrial heating applications such as microwave ovens and by the medical industry for sterilization and cancer therapy.
• Hydrogen Thyratrons - electron tubes capable of high speed and high voltage switching. They are used to control the power in laser and radar equipment and in linear accelerators for cancer treatment.
  Thyratrons and Rectifiers - vacuum or gas-filled tubes used to control the flow of electrical current. Thyratrons are used to control ignitrons, electric motor speed controls, theatrical lighting and machinery such as printing presses and various types of medical equipment. Rectifiers are used to restrict electric current flow to one direction in power supply applications.
• Ignitrons - mercury pool tubes used to control the flow of large amounts of electrical current. Their primary applications are in welding equipment, power conversion, fusion research and power rectification equipment.

Geographically, our vacuum tube revenue base is spread broadly throughout the world, while solid-state sales are concentrated in North America. This imbalance represents an excellent opportunity to capitalize on our existing worldwide customer relationships and grow the industrial solid-state segment outside North America.

Security Systems Division (SSD)

Richardson is a full-line distributor of closed circuit television ("CCTV"), fire, burglary, access control, sound and communication products and accessories. We specialize in CCTV design-in support and have particular expertise in the industry’s fastest growth area – applications employing digital technology. Security Systems has 24 worldwide stocking locations with 17 in North America, 4 in Europe and 3 in Latin America.

The Group serves its worldwide market through a direct sales force averaging more than ten years of experience, a 130 page catalog and an e-commerce enabled web site, www.cctv.net.

Security Systems supports its customer base with products from more than 100 manufacturers including such well-known names as Aiphone, Mitsubishi, Panasonic, Paradox, Pelco, Sanyo, and Sony. In addition, the Company carries its own private label brands, National Electronics and Capture.

The following is a description of SSD's major product groups:

• CCTV Products - Used in surveillance applications and for monitoring hazardous environments in the workplace. Products include: cameras, lenses, monitors, multiplexers, time lapse recorders, computerized digital video recorders, Internet-based video servers and associated accessories.
• Burglar and Fire Alarms and Access Control Products - Devices used to detect unauthorized access to an area or the presence of smoke or fire.
• Commercial Sound Systems - Sound reproduction components used in background music, paging and telephonic interconnect systems.

The security systems industry is moving to digital imaging technology. Richardson participates in this transition with new products under the National Electronics and Capture brands including state-of-the-art equipment such as hard disk recording, Internet based transmission, covert applications, speed dome applications and telephone-control-based CCTV systems.

Display Systems Group (DSG)

Richardson provides custom display solutions and systems integration services for the medical, public information, financial, point-of-sale and general data display markets. The customer base includes organizations from virtually all areas of business, including, hospitals, stock exchanges, airlines, retail and restaurant franchises, as well as all types of industrial users of data display devices.

Our technical sales force assists customers in developing solutions for data display issues such as: special mounting, glare reduction, ruggedness, touch screen integration and many others.

The Group's legacy business, replacement cathode ray tubes (“CRT”) continues to be an important market. The Company’s success in this area was achieved by the development of an extensive cross-reference capability. This database, coupled with custom mounting hardware installed by the Group, enables Richardson to provide replacement tubes for more than 200,000 original manufacturers' models.

Richardson has long-standing relationships with key manufacturers including Clinton Electronics, Fujitsu General, Intel, NEC/Mitsubishi, Panasonic, Philips-FIMI, Siemens, Sony, and Dome Imaging, among others. These vendor relationships give the Group a well-balanced and leading-edge line of products.

The Company has design and integration operations in LaFox, Illinois and Boston, Massachusetts and stocking locations in LaFox, Boston and Lincoln, England.

The following is a description of Display's major product groups:

• Cathode Ray Tubes - vacuum tubes that convert an electrical signal into a visual image to display information on computer terminals or televisions. CRTs are used in various environments, including hospitals, financial institutions, airports and numerous other applications wherever large user groups share electronic data visually. The product line includes both monochrome and color tubes.
• Data Display Monitors - peripheral components incorporating a color or monochrome CRT capable of displaying an analog or digitally generated video signal.
• Flat Panel Displays - display monitors incorporating a liquid crystal or plasma panel, as an alternative to the traditional CRT technology, typically a few inches in depth and ranging from 10" to 52" measured diagonally.
• High Resolution Displays - an integral component of Picture and Archiving Communications Systems (“PACS”), displays are used in diagnostic and non-diagnostic imaging to display the digital image generated from CT, MRI, radiography and other digital modalities.

Medical Systems Group

Medical products include glassware, medical imaging intensifiers and tubes, generators, cable assemblies and test equipment. In February of 2002, the Company sold its Glassware business including the reloading and distribution of X-ray, CT, and image intensifier tubes to Phillips Medical System Group. The remaining medical monitor business has been integrated with our Display Systems Group.

Distribution and Marketing

The Company purchases RF and power semiconductors, vacuum tubes, monitors and flat panel displays, and electronic security products and systems from various sources, including APT-RF, ANADIGICS, Barco, Burle Industries, Communication and Power Industries (CPI), Computer Components Source, Covimag, Dome Imaging, Ericsson, Filtronic, Fujitsu, General Electric, HI Sharp Electronics, Hitachi, Hitron, Huber + Suhner, International Rectifier, Jennings, Kalatel, Litton, M/A-COM, Motorola, New Japan Radio, NEC Technologies, Panasonic, Paradox, Pelco, Perkin-Elmer Optoelectronics, Philips/FIMI, Powerex, QMI/Tensolite, Samsung, Semtech, Siemens, Sony, Sirenza Microdevices, ST Microelectronics, Teletube (Samtell), Thales Components Corporation, TOKO, TYCO, Toshiba, Triton Services, United Monolithic Semiconductor, UTI Technology, Vishay, and WJ Communications.

During fiscal 2002, Richardson added the following vendors: AVX/TPC, Dynex Semiconductor, Global Opticom, NEC RF and Wireless Semiconductors, International Rectifier, and NEC-Mitsubishi Electronics Display of America.

In 1991, the Company settled an antitrust suit with the U.S. Department of Justice related to its participation in the electron tube manufacturing industry. As a consequence, certain of its manufacturing activities became uneconomic and were divested or discontinued, including the sale of the Company's former Brive, France manufacturing operation to local management, who continued the business under the name, Covimag. Formal transfer of ownership occurred in January 1995. Under an evergreen agreement, the Company and Covimag negotiate a purchase commitment on an annual basis. Covimag is highly dependent on Richardson, which is its primary customer. Settlement of purchases under the contract is at standard terms. Except for the supply contract, Richardson has no other financial commitment to or from Covimag. Relationships under the supply contract are believed by the Company to be satisfactory. This contract is immaterial to the financial statements.

In addition to the agreement with Covimag, the Company has marketing and distribution agreements with various manufacturers in the electron tube, semiconductor and CCTV industries. The most significant distributor agreement is with CPI under which the Company functions as the exclusive distributor of power grid tubes throughout the world, with the exception of the United States and certain Eastern European countries. In these areas, however, the Company remains the only CPI stocking distributor. CPI represents approximately 5% of the Company's annual purchases.

Customer orders are taken by the regional sales offices and supported by one of Richardson's principal distribution facilities in LaFox, Illinois; Houston, Texas; Vancouver, British Columbia; or Lincoln, England. There are 45 additional stocking locations throughout the world. The Company utilizes a sophisticated data processing network that provides on-line, real-time interconnection of all sales offices and central distribution operations, 24 hours per day, seven days per week ("24/7"). Information on stock availability, cross-reference information, customers and market analyses are instantly obtainable throughout the entire distribution network.

Manufacturing

The Company distributes its proprietary products principally under the trade names “Amperex,” “Capture,” "Cetron," "National," and "RF Gain." Approximately 25% of the Company's sales are from products it manufactures or modifies through value-added services. An additional 25% of the Company's sales are of products manufactured to its specifications by independent manufacturers under private label.

The products currently manufactured by the Company, or subcontracted on a proprietary basis for the Company, include RF amplifiers, transmitters and pallet assemblies thyratrons and rectifiers, power tubes, ignitrons, microwave generators, electronic display tubes, phototubes, SCR assemblies and spark gap tubes. The materials used in the manufacturing process consist of glass bulbs and tubing, nickel, stainless steel and other metals, plastic and metal bases, ceramics and a wide variety of fabricated metal components. These materials generally are readily available, but some components may require long lead times for production and some materials are subject to shortages or price fluctuations based on supply and demand.

Employees

As of May 31, 2002, the Company employed 1090 individuals on a full-time basis. Of these, 601 are located in the United States, including 88 employed in administrative and clerical positions, 437 in sales and distribution and 76 in value-added and product manufacturing. The remaining 489 individuals are employed by the Company's international subsidiaries engaged in administration, sales, distribution, manufacturing and value-added operations. All of Richardson's employees are non-union. The Company's relationship with its employees is considered to be good.

Competition

Richardson believes that, on a global basis, it is a significant distributor of RF and power semiconductors and subassemblies, electron tubes, CRTs and security systems. For many of its product offerings, the Company competes against the OEM for sales of replacement parts and system upgrades to service existing installed equipment. In addition, the Company competes worldwide with other general line distributors and other distributors of electronic components.

Patents and Trademarks

The Company holds or licenses certain manufacturing patents and trademark rights, including the trademarks "National," "Cetron" and "Amperex." The Company believes that although its patents and trademarks have value, they will not determine the Company's success, which depends principally upon its core engineering capability, marketing technical support, product delivery and the quality and economic value of its products.

Item 2.     Properties

The Company's corporate facility and largest distribution center is owned by the Company and is located on approximately 300 acres in LaFox, Illinois, consisting of approximately 255,000 square feet of manufacturing, warehouse and office space. Richardson also owns a building containing approximately 45,000 square feet of warehouse space on 1.5 acres in Geneva, Illinois. Owned facilities outside of the United States are located in England, Spain and Italy.

The Company also maintains leased branch sales offices in or near major cities throughout the world, including 41 locations in North America, 24 in Europe, 14 in Asia / Pacific Rim and 5 in Latin America.

Item 3.     Legal Proceedings

On June 6, 2002, the Court in Panache Broadcasting of Pennsylvania v. Richardson Electronics, Ltd., et. al., Case No. 90 C 6400 in the United States District Court for the Northern District of Illinois, Eastern Division, approved to a Settlement Agreement that calls for the Company to issue non-transferable coupons for a 10% discount off the catalogue price on a single purchase order of certain tubes from the Company, up to a maximum coupon value of $200, that expires in 6 months, to those class members that do not elect to be excluded from the settlement. This releases the Company from all claims and causes of action with respect to the subject matter of the litigation by any class member that has not elected to be excluded from the settlement.

From time to time the Company is involved in other litigation arising in the normal course of its business which is not expected to have a material adverse effect on the Company.

Item 4.     Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of stockholders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year ended May 31, 2002.

PART II

Item 5.     Market for the Registrant's Common Equity and Related Stockholder Matters

Incorporated herein by reference from pages 22 (for dividend payments) and 31 (for market data) of the Company’s 2002 Annual Report for the fiscal year ended May 31, 2002 (Annual Report).

Item 6.     Selected Financial Data

Incorporated herein by reference from page 14 of the Annual Report.

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

Incorporated herein by reference from pages 15 to 19 of the Annual Report. Investors should consider carefully the following risk factors, in addition to the other information included and incorporated by reference in this annual report on Form 10-K. All statements other than statements of historical facts included in this report are statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The words "expect," "estimate," "anticipate," "predict," "believe" and similar expressions and variations thereof are intended to identify forward-looking statements. Such statements appear in a number of places in this report and include statements regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations; (ii) the Company's financing plans; (iii) the Company's business and growth strategies, including potential acquisitions; and (iv) other plans and objectives for future operations. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those predicted in the forward-looking statements or which may be anticipated from historical results or trends. In addition to the information contained in the Company’s other filings with the Securities and Exchange Commission, factors which could affect future performance include, among others, the following:

• Beginning fourth quarter of fiscal 2001 and continuing throughout fiscal 2002, operating results softened as the Company began feeling the effects of the general economic slowdown and particularly lower demand for RF and wireless products in the telecommunication markets. These conditions continued as of the date of this report.
• General economic or business conditions, domestic and foreign, may be less favorable than expected, resulting in lower sales or lower profit margins than expected and contrary to historical trends.
• Competitive pressures may increase or change through industry consolidation, entry of new competitors, marketing changes or otherwise. There can be no assurance that the Company will be able to continue to compete effectively with existing or potential competitors.
• Technological changes may affect the marketability of inventory on hand.
• Changes in relationships with customers or vendors, the ability to develop new relationships or the business failure of several customers or vendors may affect sales or profitability.
• Political, legislative or regulatory changes may adversely affect the businesses in which the Company operates.
• Changes in securities markets, interest rates or foreign exchange rates may adversely affect the Company’s performance or stock price.
• The failure to obtain or retain key executive or technical personnel could affect future performance.
• The Company’s growth strategy includes expansion through acquisitions. There can be no assurance that the Company will be able to successfully complete further acquisitions or that past or future acquisitions will not have an adverse impact on the Company’s operations.
• The potential future sale of Common Stock shares, possible anti-takeover measures available to the Company, dividend policies, as well as voting control of the Company by Edward J. Richardson, Chairman of the Board and Chief Executive Officer may affect the stock price.
• The continued availability of financing on favorable terms can not be assured.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Incorporated by reference from page 19 of the Annual Report "Risk Management and Market Sensitive Financial Instruments."

Item 8.     Financial Statements and Supplementary Data

Incorporated herein by reference from pages 20 through 31 of the Annual Report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item 10.   Directors and Executive Officers of the Registrant

Information concerning Directors and Executive Officers of the Company is contained in the Company's Proxy Statement to be used in connection with its Annual Meeting of Stockholders scheduled to be held October 15, 2002, under the captions "ELECTION OF DIRECTORS - Information Relating to Directors, Nominees and Executive Officers", "ELECTION OF DIRECTORS - Affiliations" and "SECTION 16 FILINGS", which information is incorporated herein by reference.

Item 11.   Executive Compensation

Incorporated herein by reference is information concerning executive compensation contained in the Company's Proxy Statement to be used in connection with its Annual Meeting of Stockholders scheduled to be held October 15, 2002, under the captions "ELECTION OF DIRECTORS - Directors Compensation" and "EXECUTIVE COMPENSATION", except for captions "REPORT ON EXECUTIVE COMPENSATION" and "PERFORMANCE GRAPH".

The below table represents the Company's equity compensation plans at May 31, 2002 as required by the Security Exchange Act of 1934:

	Number of Shares to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights	Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans
Equity Compensation Plans:
Approved By Shareholders	1,845	$ 9.09	2,879
Not Approved By Shareholders	-	--	-
Total	1,845	$ 9.09	2,879

Item 12.   Security Ownership of Certain Beneficial Owners and Management

Information concerning security ownership of certain beneficial owners and management is contained in the Company's Proxy Statement to be used in connection with its Annual Meeting of Stockholders scheduled to be held October 15, 2002, under the caption "ELECTION OF DIRECTORS - Information Relating to Directors, Nominees and Executive Officers" and "PRINCIPAL STOCKHOLDERS”, which information is incorporated herein by reference.

Item 13.   Certain Relationships and Related Transactions

Information concerning certain relationships and related transactions is contained in the Company's Proxy Statement to be used in connection with its Annual Meeting of Stockholders scheduled to be held October 15, 2002, under the caption "ELECTION OF DIRECTORS - Information Relating to Directors, Nominees and Executive Officers" and "Executive Compensation - Certain Transactions", which information is incorporated herein by reference.

PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following consolidated financial statements of the registrant and its subsidiaries included on pages 15 through 31 of the Annual Report are incorporated herein by reference:

		Filing Method
Report of Independent Accountants		E
1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets - May 31, 2002 and 2001	E
	Consolidated Statements of Operations - Years ended      May 31, 2002, 2001 and 2000	E
	Consolidated Statements of Cash Flows - Years ended      May 31, 2002, 2001 and 2000	E
	Consolidated Statements of Stockholders' Equity - Years      ended May 31, 2002, 2001 and 2000	E
	Notes to Consolidated Financial Statements	E
	The following consolidated financial information for the fiscal years 2002, 2001 and 2000 is submitted herewith:
2.	FINANCIAL STATEMENT SCHEDULE:
	II. Valuation and Qualifying Accounts	E
	All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.
(b.)	REPORTS ON FORM 8-K Form 8-K dated April 4, 2002 reporting Richardson's Third Quarter Fiscal 2002 Earnings Form 8-K dated April 9, 2002 announcing Richardson's Fourth Quarter Fiscal 2002 dividend Form 8-K dated June 3, 2002 announcing appointment of Chief Financial Officer Dario Sacomani Form 8-K dated July 18, 2002 reporting Richardson's fiscal year-end 2002 results
(c.)	EXHIBITS
3(b)	By-laws of the Company, as amended, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997.	NA
4(a)	Restated Certificate of Incorporation of the Company, incorporated by reference to Appendix B to the Proxy Statement / Prospectus dated November 13, 1986, incorporated by reference to the Company's Registration Statement on Form S-4, Commission File No. 33-8696.	NA
4(b)	Specimen forms of Common Stock and Class B Com-mon Stock certificates of the Company incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-1, Commission File No. 33-10834.	NA
4(c)	Indenture between the Company and Continental Illinois National Bank and Trust Company of Chicago (including form of 7¼% Convertible Subordinated Debentures due December 15, 2006) incorporated by reference to Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1987.	NA
4(c)(1)	First Amendment to the Indenture between the Company and First Trust of Illinois, a National Association, as successor to Continental Illinois National Bank and Trust Company of Chicago, dated February 18, 1997, incorpo-rated by reference to Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997.	NA
4(d)	Indenture between the Company and American National Bank and Trust Company, as Trustee, for 8¼% Con-vertible Senior Subordinated Debentures due June 15, 2006 (including form of 8¼% Convertible Senior Subordinated Debentures due June 15, 2006) incorpo-rated by reference to Exhibit 10 of the Company's Schedule 13E-4, filed February 18, 1997.	NA
10(a)	Loan Agreement dated as of March 1, 1998 among Richardson Electronics, Ltd., various lending institutions and American National Bank and Trust Company of Chicago as Agent, establishing a $50,000,000 Credit Facility, incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.	NA
10(a)(1)	Amendment dated February 4, 2000 to the loan agree-ment referred to in 10(a) above.	NA
10(b)	Amended and Restated Credit Agreement made as of March 1, 1998 between Burtek Systems, Inc. as Borrower and First Chicago NBD Bank, Canada as Lender Richardson Electronics, Ltd. as Guarantor, incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.	NA
10(c)	The Corporate Plan for Retirement The Profit Sharing / 401(k) Plan Fidelity Basic Plan Document No. 07 dated June 1, 1996, incorporated by reference to Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1996.	NA
10(d)	The Company's Amended and Restated Incentive Stock Option Plan effective April 8, 1987 incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1987.	NA
10(d)(1)	First Amendment to the Company's Amended and Restated Incentive Stock Option Plan effective April 11, 1989 incorporated by reference to Exhibit 10(l)(1) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1989.	NA
10(d)(2)	Second Amendment to the Company's Amended and Restated Incentive Stock Option Plan effective April 11, 1989 incorporated by reference to Exhibit 10(l)(2) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1991.	NA
10(d)(3)	Third Amendment to the Company's Amended and Restated Incentive Stock Option Plan effective April 11, 1989 dated August 15, 1996, incorporated by reference to the Company's Proxy Statement used in connection with its Annual Meeting of Stockholders held October 1, 1996.	NA
10(e)	Richardson Electronics, Ltd. Employees 1996 Stock Purchase Plan incorporated by reference to Appendix A of the Company's Proxy Statement dated September 3, 1996 for its Annual Meeting of Stockholders held on October 1, 1996.	NA
10(f)	Employees Stock Ownership Plan and Trust Agreement, effective as of June 1, 1987, dated July 14, 1994, incorporated by reference to Exhibit 10(f) to the Com-pany's Annual Report on Form 10-K for the fiscal year ended May 31, 1994.	NA
10(f)(1)	First Amendment to Employees Stock Ownership Plan and Trust Agreement, dated July 12, 1995, incorporated by reference to Exhibit 10(g)(1) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995.	NA
10(f)(2)	Second Amendment to Employees Stock Ownership Plan and Trust Agreement, dated July 12, 1995, dated April 10, 1996, incorporated by reference to the Com-pany's Proxy Statement used in connection with its Annual Meeting of Stockholders held October 1, 1996.	NA
10(f)(3)	Third Amendment to Employees Stock Ownership Plan and Trust Agreement, dated July 12, 1995, dated April 9, 1997 incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998.	NA
10(g)(1)	Richardson Electronics, Ltd. Employees 1999 Stock Purchase Plan, incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1999.	NA
10(g)(2)	Amendment to Richardson Electronics, Ltd. Employees 1999 Stock Purchase Plan, incorporated by reference to the Company's Proxy Statement used in connection with its Annual Meeting of Stockholders held October 15, 2002.	NA
10(h)	Stock Option Plan for Non-Employee Directors incorporated by reference to Appendix A to the Company's Proxy Statement dated August 30, 1989 for its Annual Meeting of Stockholders held on October 18, 1989.	NA
10(i)	Richardson Electronics, Ltd. 1996 Stock Option Plan for Non-Employee Directors, incorporated by reference to Appendix C of the Company's Proxy Statement dated September 3, 1996 for its Annual Meeting of Stockhold-ers held on October 1, 1996.	NA
10(j)	The Company's Employees' Incentive Compensation Plan incorporated by reference to Appendix A to the Company's Proxy Statement dated August 31, 1990 for its Annual Meeting of Stockholders held on October 9, 1990.	NA
10(j)(1)	First Amendment to Employees Incentive Compensation Plan incorporated by reference to Exhibit 10(p)(1) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1991.	NA
10(j)(2)	Second Amendment to Employees Incentive Compensa-tion Plan dated August 15, 1996, incorporated by reference to the Company's Proxy Statement used in connection with its Annual Meeting of Stockholders held October 1, 1996.	NA
10(k)	Richardson Electronics, Ltd. Employees' 1994 Incentive Compensation Plan incorporated by reference to Exhibit A to the Company's Proxy Statement dated August 31, 1994 for its Annual Meeting of Stockholders held on October 11, 1994.	NA
10(k)(1)	First Amendment to the Richardson Electronics, Ltd. Employees' 1994 Incentive Compensation Plan dated August 15, 1996, incorporated by reference to the Company's Proxy Statement used in connection with its Annual Meeting of Stockholders held October 1, 1996.	NA
10(l)	Richardson Electronics, Ltd. 1996 Incentive Compensa-tion Plan incorporated by reference to Appendix B of the Company's Proxy Statement dated September 3, 1996 for its Annual Meeting of Stockholders held on October 1, 1996.	NA
10(m)	Richardson Electronics, Ltd. 1998 Incentive Compensa-tion Plan incorporated by reference to Appendix A of the Company's Proxy Statement dated September 3, 1998 for its Annual Meeting of Stockholders held on October 6, 1998.	NA
10(n)	Correspondence outlining Agreement between the Company and Arnold R. Allen with respect to Mr. Allen's employment by the Company, incorporated by reference to Exhibit 10(v) to the Company's Annual Report on Form 10-K, for the fiscal year ended May 31, 1985.	NA
10(n)(1)	Letter dated February 3, 1992 between the Company and Arnold R. Allen outlining Mr. Allen's engagement as a consultant by the Company, incorporated by reference to Exhibit 10 (r)(1) to the Company's Annual Report on Form 10-K, for the fiscal year ended May 31, 1992.	NA
10(n)(2)	Letter dated April 1, 1993 between the Company and Arnold R. Allen regarding Mr. Allen's engagement as consultant by the Company, incorporated by reference to Exhibit 10(i)(2) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1994.	NA
10(o)	Letter dated January 14, 1992 between the Company and Jacques Bouyer setting forth the terms of Mr. Bouyer's engagement as a management consultant by the Company for Europe, incorporated by reference to Exhibit 10(t)(1) to the Company's Annual Report on Form 10-K for the fiscal year ended on May 31, 1992.	NA
10(o)(1)	Letter dated January 15, 1992 between the Company and Jacques Bouyer setting forth the terms of Mr. Bouyer's engagement as a management consultant by the Company for the United States, incorporated by reference to Exhibit 10(t)(1) to the Company's Annual Report on Form 10-K for the fiscal year ended on May 31, 1992.	NA
10(p)	Letter dated January 13, 1994 between the Company and Samuel Rubinovitz setting forth the terms of Mr. Rubinovitz' engagement as management consultant by the Company incorporated by reference to Exhibit 10(m) to the Company's Annual Report on Form 10-K for the fiscal year ended on May 31, 1994.	NA
10(q)	Letter dated May 20, 1994 between the Company and William J. Garry setting forth the terms of Mr. Garry's employment by the Company, incorporated by reference to Exhibit 10(p) to the Company's Annual Report on Form 10-K for the fiscal year ended on May 31, 1994.	NA
10(r)	Employment, Nondisclosure and Non-Compete Agreement dated June 1, 1998 between the Company and Flint Cooper setting forth the terms of Mr. Cooper's employment by the Company, incorporated by reference to Exhibit 10(p) to the Company's Annual Report on Form 10-K for the fiscal year ended on May 31, 1998.	NA
10(s)	Agreement dated January 16, 1997 between the Company and Dennis Gandy setting forth the terms of Mr. Gandy's employment by the Company, incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997.	NA
10(t)	Agreement dated March 21, 1997 between the Company and David Gilden setting forth the terms of Mr. Gilden's employment by the Company, incorporated by reference to Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1997.	NA
10(u)	Employment agreement dated as of November 7, 1996 between the Company and Bruce W. Johnson incorpo-rated by reference to Exhibit (c)(4) of the Company's Schedule 13 E-4, filed December 18, 1996.	NA
10(v)	Employment agreement dated as of May 10, 1993 as amended March 23, 1998 between the Company and Pierluigi Calderone incorporated by reference to Exhibit 10(d) of the Company's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998.	NA
10(w)	Employment agreement dated as of September 26, 1999 between the Company and Murray Kennedy.	NA
10(x)	Employment agreement dated as of November 22, 1999 between the Company and Gregory Peloquin.	NA
10(y)	Employment agreement dated as of December 7, 1999 between the Company and Kevin Oakley.	NA
10(z)	Employment agreement dated as of May 30, 2000 between the Company and Robert Heise.	NA
10(aa)(1)	The Company's Directors and Officers Executive Liability and Indemnification Insurance Policy renewal issued by Chubb Group of Insurance Companies - Policy Number 8125-64-60I, incorporated by reference to Exhibit 10(aa)(1) of the Company's Annual Report on Form 10-K for the year ended May 31, 2001.	NA
10(aa)(2)	The Company's Excess Directors and Officers Liability and Corporate Indemnification Policy issued by St. Paul Mercury Insurance Company - Policy Number 900DX0414, incorporated by reference to Exhibit 10(aa)(2) of the Company's Annual Report on Form 10-K for the year ended May 31, 2001.	NA
10(aa)(3)	The Company's Directors and Officers Liability Insurance Policy issued by CNA Insurance Companies - Policy Number DOX600028634, incorporated by reference to Exhibit 10(bb)(3) of the Company's Annual Report on Form 10-K for the year ended May 31, 2001.	NA
10(cc)	Distributor Agreement, executed August 8, 1991, between Registrant and Varian Associates, Inc., incorporated by reference to Exhibit 10(d) of the Company's Current Report on Form 8-K for September 30, 1991.	NA
10(cc)(1)	Amendment, dated as of September 30, 1991, between Registrant and Varian Associates, Inc., incorporated by reference to Exhibit 10(e) of the Company's Current Report on Form 8-K for September 30, 1991.	NA
10(cc)(2)	First Amendment to Distributor Agreement between Varian Associates, Inc. and the Company as of April 10, 1992, incorporated by reference to Exhibit 10(v)(5) of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.	NA
10(cc)(3)	Consent to Assignment and Assignment dated August 4, 1995 between Registrant and Varian Associates Inc., incorporated by reference to Exhibit 10(s)(4) of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1995.	NA
10(cc)(4)	Final Judgment, dated April 1, 1992, in the matter of United States of America v. Richardson Electronics, Ltd., filed in the United States District Court for the Northern District of Illinois, Eastern Division, as Docket No. 91 C 6211 incorporated by reference to Exhibit 10(v)(7) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.	NA
10(dd)	Trade Mark License Agreement dated as of May 1, 1991 between North American Philips Corporation and the Company incorporated by reference to Exhibit 10(w)(3) of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1991.	NA
10(ee)	Agreement among Richardson Electronics, Ltd., Richardson Electronique S.A., Covelec S.A. (now known as Covimag S.A.), and Messrs. Denis Dumont and Patrick Pertzborn, delivered February 23, 1995, translated from French, incorporated by reference to Exhibit 10(b) to the Company's Report on Form 8-K dated February 23, 1995.	NA
10(ff)	Settlement Agreement by and between the United States of America and Richardson Electronics, Ltd. dated May 31, 1995 incorporated by reference to Exhibit 10(a) to the Company's Report on Form 8-K dated May 31, 1995.	NA
10(gg)	Employment, Nondisclosure and Non-compete Agreement dated as of May 31, 2002 between the Company and Dario Sacomani.	E
10(hh)	Agreement dated August 6, 2002 between the Company and William J. Garry setting forth the terms of Mr. Garry’s employment termination with the Company.	E
10(ii)	Third amendment to amended and restated loan agreement effective May 31, 2002 between Richard-son Electronics, Ltd., a Delaware Corporation, and American National Bank and Trust Company of Chicago, Harris Trust and Savings Bank, LaSalle Bank National Association, and National City Bank, as lenders, and American National Bank and Trust Company of Chicago, as agent.	E
13	Annual Report to Stockholders for fiscal year ending May 31, 2002 (except for the pages and information thereof expressly incorporated by reference in this Form 10-K, the Annual Report to Stockholders is provided solely for the information of the Securities and Exchange Commission and is not deemed "filed" as part of this Form 10-K).	E
21	Subsidiaries of the Company.	E
23	Consent of Independent Auditors	E

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RICHARDSON ELECTRONICS, LTD.
BY: /s/Edward J. Richardson Edward J. Richardson, Chairman of the Board and Chief Executive Officer Date: August 28, 2002	BY: /s/Bruce W. Johnson Bruce W. Johnson President and Chief Operating Officer
	BY: /s/Dario Sacomani Dario Sacomani Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/Edward J. Richardson Edward J. Richardson, Chairman of the Board, Chief Executive Officer (principal executive officer) and Director August 28, 2002	/s/Bruce W. Johnson Bruce W. Johnson, President, Chief Operating Officer, and Director August 28, 2002
/s/Dario Sacomani Dario Sacomani Senior vice President and Chief Financial Officer (principal financial and accounting officer) and Director August 28, 2002	/s/Arnold R. Allen Arnold R. Allen, Director August 28, 2002
/s/Jacques Bouyer Jacques Bouyer, Director August 28, 2002	/s/Scott Hodes Scott Hodes, Director August 28, 2002
/s/Ad Ketelaars Ad Ketelaars, Director August 28, 2002	/s/John Peterson John Peterson, Director August 28, 2002
/s/Harold L. Purkey Harold L. Purkey, Director August 28, 2002	/s/Samuel Rubinovitz Samuel Rubinovitz, Director Augsut 28, 2002

EX-13

Five-Year Financial Review
This information should be read in conjuction with the Company's consolidated financial statements and accompanying notes included elsewhere herein

(in thousands, except per share amounts)

Statement of Operations Data			Year Ended May 31
	2002 (1)	2001	2000	1999	1998
Net Sales	$ 443,492	$ 502,369	$ 410,468	$ 323,959	$ 306,994
Cost of products sold	349,326	370,819	301,561	233,644	220,261
Gross margin	94,166	131,550	108,907	90,315	86,733
Selling, general and administrative expenses	94,519	94,444	82,464	71,572	65,463
Other expense, net	17,256	10,716	7,839	6,886	7,334
(Loss) income before income taxes	(17,609)	26,390	18,604	11,857	13,936
Income tax (benefit) provision	(6,339)	8,656	5,500	3,505	4,200
Net (loss) income	(11,270)	17,734	13,104	8,352	9,736
(Loss) income per share:
Basic	$      (.83)	$      1.33	$      1.03	$        .60	$       .79
Diluted	$      (.83)	$      1.21	$      1.00	$        .60	$       .77
Dividends per common share	$        .16	$        .16	$       .16	$        .16	$       .16
Year Ended May 31
Net Sales by Strategic Business Unit	2002	2001	2000	1999	1998
RF & Wireless Communications Group (RFWC)	$ 202,409	$ 244,381	$ 154,502	$ 104,347	$ 100,358
Industrial Power Group (IPG)	74,578	89,053	87,584	77,389	84,587
Security Systems Division (SSD)	85,087	82,352	84,504	70,180	66,362
Display Systems Group (DSG)	60,697	59,476	50,502	36,935	29,016
Medical Systems Group (MSG)	17,278	23,289	30,086	32,090	23,849
Freight	3,443	3,818	3,290	3,018	2,822
Consolidated	$ 443,492	$ 502,369	$ 410,468	$ 323,959	$ 306,994
As of May 31
Balance Sheet Data	2002	2001	2000	1999	1998
Receivables, net	$ 84,156	$ 90,069	$ 77,821	$ 62,448	$ 63,431
Inventories	107,159	144,135	119,224	107,724	96,443
Working capital	186,743	225,436	174,270	161,640	149,577
Property, plant and equipment, net	28,827	28,753	25,851	23,047	18,477
Total assets	286,836	321,514	264,925	235,678	209,700
Long-term debt	132,218	155,134	117,643	113,658	87,427
Stockholders' equity	99,603	109,545	93,993	84,304	91,585
In the third quarter of fiscal 2002, the Company recorded a $4.6 million loss ($2.9 million, net of tax) related to the disposition of its Medical glassware business. In the fourth quarter of fiscal 2002, the Company recorded a $16.1 million charge ($10.3 million, net of tax) primarily related to inventory obsolescence and overstock.

Management's Discussion and Analysis

Results of Operations
Sales and Gross Margin Analysis

Richardson Electronics, Ltd. is a specialized global provider of engineered solutions serving the RF and wireless communications, industrial power conversion, medical imaging, security and display systems markets. In fiscal 2002, the marketing and sales structure of the Company consisted of five strategic business units (SBUs): RF & Wireless Communications Group (RFWC), Industrial Power Group (IPG), Security Systems Division (SSD), Display Systems Group (DSG), and Medical Systems Group (MSG).

The Company sold its Medical Glassware (Glassware) business on February 22, 2002. The Glassware business represented about half of the Company's MSG revenues with medical monitors and associated display products making up the majority of the balance. The retained medical monitor business is included in the Display Systems Group. Fiscal 2001 and 2000 data has been reclassified to conform to the current presentation.

Consolidated sales in fiscal 2002 were $443.5 million, 11.7% down from 2001 sales of $502.4 million. Sales by SBU and percent of consolidated sales are presented in the following table (in thousands):

Sales	2002	%	2001	%	2000	%
RFWC	$ 202,409	45.6	$ 244,381	48.6	$ 154,502	37.7
IPG	74,578	16.8	89,053	17.7	87,584	21.3
SSD	85,087	19.2	82,352	16.4	84,504	20.6
DSG	60,697	13.7	59,476	11.9	50,502	12.3
MSG	17,278	3.9	23,289	4.6	30,086	7.3
Freight	3,443	0.8	3,818	0.8	3,290	0.8
Total	$ 443,492	100.0	$ 502,369	100.0	$ 410,468	100.0

Gross margin for each SBU and margin as a percent of sales are shown in the following table. Gross margin reflects the distribution product margin less manufacturing variances, customer returns, engineering costs, and other provisions. Warranty provisions, LIFO provisions, freight costs, obsolescence provisions, and miscellaneous costs are included under the caption “Corporate” (in thousands):

Gross Margin	2002	%	2001	%	2000	%
RFWC	$ 47,467	23.5	$ 63,593	26.0	$ 40,524	26.2
IPG	24,356	32.7	30,650	34.4	31,037	35.4
SSD	20,080	23.6	18,932	23.0	19,846	23.5
DSG	15,864	26.1	14,553	24.5	12,136	24.0
MSG	3,317	19.2	4,780	20.5	5,567	18.5
	111,084	25.2	132,508	26.4	109,110	26.6
Corporate	(16,918)		(958)		(203)
Total	$ 94,166	21.2	$ 131,550	26.2	$ 108,907	26.5

In 2002, the Company provided an additional pre-tax provision for inventory obsolescence and overstock of $15.3 million, $9.8 million net of tax. The charge was driven by the industry wide decline in sales, a prolonged recovery period, and changes in the Company’s mix of business toward higher technology products, particularly in the telecommunications market.

Sales and gross margin trends are analyzed for each strategic business unit in the following sections.

RF & Wireless Communications Group

RFWC serves the voice and data telecommunications market and the radio and television broadcast industry predominately for infrastructure applications. The RFWC team of sales engineers provides engineering design, prototype assembly and testing of discrete devices and components for the telecommunications market. In addition, the group provides solid state components, systems design and integration services for the broadcast market.

Sales decreased 17.2% in 2002 to $202.4 million reflecting lower demand primarily in North America and Europe due to the general state of the economy, particularly in the telecommunications market. The decline was partially offset by growth in Asia Pacific and revenues of acquired businesses. Sales grew 58.2% in 2001 primarily from growth in the telecommunications market. Sales outside of the United States represented 66.2%, 55.2%, and 52.4% of RFWC’s sales in 2002, 2001 and 2000, respectively. RFWC sales in Asia increased in 2002 by 37.4% fueled by several key opportunities at top-tier Original Equipment Manufacturers (OEMs) in both Korea and China.

Gross margin as a percent of sales was 23.5% in 2002, compared to 26.0% in 2001 and 26.2% in 2000. The decline in margin in 2002 is primarily associated with lower markups on an expanded customer base in Asia Pacific.

As part of its business model to grow through both product line and geographic expansion, RFWC made a strategic acquisition in fiscal 2002. In July 2001, the Company acquired Sangus AB of Stockholm, Sweden, a leading distributor and manufacturers’ representative specializing in design-in and engineering support for RF, microwave and fiber optics to the wireless and communications markets in the Nordic region. The acquisition contributed $8.7 million to sales in 2002.

Industrial Power Group

IPG serves a broad range of customers including the steel, automotive, textile, plastics, semiconductor, manufacturing, and transportation industries. IPG’s specialized product and sales organization employs both vacuum tube and power semiconductor technologies to meet customer needs in applications such as motor speed controls, industrial heating, laser technology, semiconductor manufacturing equipment, radar and welding.

IPG’s sales decline of 16.3% in 2002 reflects lower investment levels for microwave equipment by the semiconductor industry as well as lower demand for both industrial and power conversion products. Sales in 2001 increased 1.7%, reflecting a 20.9% growth in the sale of power semiconductors and components and a 5.6% decline in magnetrons, microwave generators and vacuum tube products. Foreign sales as a percent of total sales for IPG were 53.4%, 48.0%, and 50.1% in 2002, 2001 and 2000, respectively.

Gross margins were 32.7%, 34.4%, and 35.4% in 2002, 2001 and 2000, respectively. Gross margin for IPG decreased in fiscal 2002 primarily due to several large volume contracts at lower margins and changes in product mix.

Security Systems Division

SSD provides security systems and related design services which includes such products as closed circuit television (CCTV), fire, burglary, access control, sound and communication products and accessories with an emphasis on the fastest growing segment of the business, applications employing digital technology.

Sales were higher by 3.3% in 2002 because of heighten concerns over security and an acceleration in the conversion from analogue to digital technology. Sales declined in 2001 by 2.5%. Sales outside of the United States represented 63.2% of SSD’s sales in 2002, 58.6% in 2001, and 56.5% in 2000.

Gross margin was up to 23.6% in 2002 from 23.0% and 23.5% in fiscal 2001 and 2000, respectively, as higher margin digital technology products represented a larger percentage of sales.

Display Systems Group

DSG provides system integration and custom product solutions for the public information display, medical imaging, financial, point-of-sale, military satellite, and general data display markets. The medical monitor business was integrated into DSG in fiscal 2002 and serves the medical imaging market.

DSG sales increased 2.1% in 2002 and 17.8% in 2001. Sales outside the United States represented 24.2%, 22.1% and 28.0% of DSG’s sales in 2002, 2001 and 2000, respectively. DSG continued its growth despite a decline in CRT sales of 13.2% with strong growth in custom flat panel monitor sales of 14.2% and growth in medical monitor sales of 6.2%. Weak general economic conditions in the U.S. and the decrease in U.S. sales are principally responsible for the greater percentage of sales outside the U.S. in 2002. Growth in monitor sales in the U.S. was the predominant cause of the shift in geographic sales in 2001.

Gross margin as a percent of sales was 26.1% in 2002, compared to 24.5% in 2001 and 24.0% in 2000. The margin trend reflects a general improvement in flat panel monitor and medical monitor margins driven by increased value added from the Company’s engineered solutions model.

Medical Systems Group

MSG products include glassware, medical imaging intensifiers and tubes, generators, cable assemblies and test equipment. In February 2002, the Company sold its Glassware business including the reloading and distribution of X-ray, CT, and image intensifier tubes to Royal Philips Electronics.

MSG sales decreased 25.8% to $17.3 million in 2002 due to the sale of the Medical Glassware business in the third quarter, following a 22.6% decrease in 2001. Sales outside of the United States represented 30.0%, 26.3% and 23.9% of MSG’s sales in 2002, 2001 and 2000, respectively.

Gross margin as a percent of sales was 19.2% in 2002, 20.5% in 2001 and 18.5% in 2000. The decline in gross margin in 2002, reflects increased competition in the replacement market and production inefficiencies in tube reloading.

Sales by Geographic Area

The Company has grown through a balanced emphasis on investment in both North America and other areas of the world and currently has 34 offices in North America, 17 in Europe, 13 in Asia Pacific and 5 in Latin America. On a geographic basis, the Company categorizes its sales by destination: North America, Europe, Latin America, Asia/Pacific and Other. "Other" includes sales to export distributors in countries where the Company does not have offices. Prior years’ sales and gross margin were reclassified to conform to the current presentation; specifically, sales and gross margin to Israel have been reclassified to Europe from Other. Sales and gross margin by geographic area are as follows (in thousands):

Sales	2002	%	2001	%	2000	%
North America	$ 246,105	55.5	$ 310,211	61.8	$ 265,569	64.7
Europe	92,351	20.8	99,215	19.7	79,172	19.3
Asia/Pacific	65,534	14.8	51,411	10.2	34,305	8.4
Latin America	28,943	6.5	28,012	5.6	19,316	4.7
Other	7,116	1.6	9,702	1.9	8,816	2.1
Freight	3,443	0.8	3,818	0.8	3,290	0.8
Total	$ 443,492	100.0	$ 502,369	100.0	$ 410,468	100.0

Gross Margin	2002	%	2001	%	2000	%
North America	$ 62,422	25.4	$ 79,388	25.6	$ 70,029	26.4
Europe	24,261	26.3	28,241	28.5	24,267	30.7
Asia/Pacific	14,906	22.7	14,488	28.2	11,042	32.2
Latin America	7,736	26.7	7,751	27.7	5,410	28.0
Other	1,759	24.7	2,640	27.2	2,248	25.5
	111,084	25.2	132,508	26.4	112,996	27.5
Corporate	(16,918)		(958)		(4,089)
Total	$ 94,166	21.2	$ 131,550	26.2	$ 108,907	26.5

North American sales decreased 20.7% in 2002 and increased 16.8% in 2001. The decline in fiscal 2002 sales is a direct result of the general economic conditions particularly in telecommunication and semiconductor markets. The increase in fiscal 2001 sales was primarily due to growth in RFWC revenues.

Sales in Europe decreased 6.9% in 2002 and increased 24.0% in 2001, primarily due to fluctuations in RFWC sales.

Sales in Asia/Pacific markets increased 27.5% in 2002 and 49.9% in 2001 led by RFWC growth of 37.4% in 2002 and 79.1% in 2001.

Sales in Latin America increased 3.3% in 2002 and 45.0% in 2001. Growth was led by RFWC and SSD.

Sales denominated in currencies other than U.S. dollars were approximately 42.6%, 30.7%, and 37.5% of total sales in 2002, 2001 and 2000, respectively. Foreign currency exchange rate changes reduced foreign sales by approximately 3.3%, 5.8% and 3.9% in 2002, 2001 and 2000, respectively. Average selling prices, excluding the effects of exchange rate fluctuations, declined 2.5%, 1.8%, and 1.3% in 2002, 2001 and 2000, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses remained essentially flat at $94.5 million in 2002 compared with $94.4 million in 2001. However, excluding the effect of acquisitions, selling, general and administrative expenses would have been $92.1 million in 2002, a decline of 2.4% from 2001 levels. The decline in selling, general and administrative expenses, excluding acquisitions in 2002, is a direct result of strict cost control measures on certain discretionary expenses, partially offset by additional investment in the Company’s engineering staff.

Selling, general and administrative expenses increased 14.5% in 2001 as the Company invested in additional engineering staff and expanded its geographic coverage.

Other Income and Expense

Interest expense increased 9.4% in 2002 primarily because of the charge related to the interest rate exchange agreements not designated as hedges upon the adoption of SFAS No. 133. The increase in interest expense of 25.1% in 2001 reflected higher borrowing levels to support the growth of the Company. Investment income includes realized capital gains of $49,000, $222,000, and $877,000 in 2002, 2001 and 2000. Foreign exchange and other expenses primarily reflect changes in the value of the U.S. dollar relative to foreign currencies. In 2002, the Company recorded a loss of $4.6 million related to the sale of Glassware.

Income Tax Provision

The Company’s effective tax rates were 36% in 2002, 32.8% in 2001, and 29.8% in 2000. The rates differ from the statutory rates of 34% in 2002 and 2000 and 35% in 2001 primarily due to the Company’s foreign sales corporation benefit on export sales and, in 2001 and 2000, realization of tax benefit on prior years’ foreign losses, offset by state income taxes.

Net Income and Per Share Data

The Company recorded a net loss of $11.3 million in 2002 compared with net income of $17.7 million in 2001. Excluding after tax charges related to the Glassware business disposition of $2.9 million, inventory obsolescence and overstock of $9.8 million, and other charges of $0.5 million, net income for 2002 would have been $1.9 million, or $.14 per share. On a diluted basis, net loss was $.83 per share in fiscal 2002 compared to $1.21 per share net earnings in 2001. Net income in 2000 was $13.1 million or $1.00 per share on a diluted basis.

Financial Condition
Liquidity

The Company provides engineered solutions, including prototype design and assembly, in niche markets. Additionally, the Company specializes in certain products representing trailing-edge technology that may not be available from other sources, and may not be currently manufactured. In many cases, the Company’s products are components of production equipment for which immediate availability is critical to the customer. Accordingly, the Company enjoys higher gross margins, but has larger investments in inventory than those of a commodity electronics distributor.

Liquidity is provided by the operating activities of the Company, adjusted for non-cash items, and is reduced by working capital requirements, debt service, capital expenditures, dividends, and business acquisitions and dispositions. Cash provided by operations was $34.2 million in 2002 and $4.1 million in 2000, while in 2001, $19.6 million of cash was used in operations. Working capital requirements decreased $23.1 million in 2002 mainly due to reductions in receivables in the year of $15.5 million and inventory of $14.5 million offset by a decrease in accounts payable and other liabilities. In 2001 and 2000, additional investments in working capital to support sales growth were $45.3 million and $15.4 million, respectively.

Based on shares outstanding at May 31, 2002, annual dividend payments approximate $2.1 million. The policy regarding payment of dividends is reviewed periodically by the Board of Directors in light of the Company’s operating needs and capital structure.

The Company has applied for a modification of its RCRA closure plan at its LaFox facility to reflect the completion of corrective action at the site based on the application of the Illinois remediation regulations. These regulations allow facility owners to complete remediations when the facility owner demonstrates there will be no exposure to any remaining contaminants. The Company has submitted such documentation to the Illinois Environmental Protection Agency (IEPA). The IEPA is expected to approve the revised closure plan. The present value of the estimated future remediation costs was charged to operations in 1996. The balance of the reserve is $150,000 and is included in accrued liabilities at May 31, 2002.

Financing

The Company has a multi-currency revolving credit facility agreement in the amount of $111.3 million. The agreement matures in July 2004 and bears interest at applicable LIBOR rates plus a margin, varying with certain financial performance criteria. At May 31, 2002, the applicable margin was 225 basis points and $51.9 million was available under this facility.

Effective June 1, 2001, the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Statement requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

The Company has interest rate exchange agreements to convert approximately $35.1 million of its floating rate debt to an average fixed rate of 8% for the term of the debt. At June 1, 2001 in connection with the adoption of SFAS No. 133., the Company recorded a transition adjustment relating to these agreements, which reduced other accumulated comprehensive income in shareholders' equity by $971,000, after tax. Over the term of the agreement, this amount will be reclassified to interest expense to reflect the impact of payments made. During fiscal 2002, $500,000 or $320,000, after tax, was reclassified to interest expense. A similar amount will be reclassified in 2003. In addition in 2002, the Company recorded the change in the fair value of these agreements, $407,000 or $260,000 after tax, as additional interest expense in the statement of operations because these interest rate exchange agreements were not designated as hedges upon the adoption of SFAS No. 133. In the first quarter of fiscal 2003, the Company anticipates designating these interest rate exchange agreements as effective hedges.

See the section following "Risk Management and Market Sensitive Financial Instruments" for information regarding the effect on net income of market changes in interest rates.

Contractual obligations by expiration date are presented in the table below:

Contractual Obligations	Payments Due by Fiscal Period, in thousands
	2003	2004	2005	2006	2007	Total
Convertible debentures	$         -	$         -	$    3,850	$   6,225	$ 60,750	$ 70,825
Floating-rate multicurrency     revolving credit facility	-	-	59,388	-	-	59,388
Facility lease obligations	3,157	2,230	1,707	996	219	8,309
Contingent and earnout payments	116	6,480	1,100	-	-	7,696
Other	38	42	14	-	-	94
Total contractual obligations	$    3,311	$ 8,752	$  66,059	$   7,221	$ 60,969	$ 146,312

Critical Accounting Policies and Estimates

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to allowance for doubtful accounts, inventories, intangible assets, income taxes, and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The polices discussed below are considered by management to be critical to understanding the Company’s financial position and results of operations. Their application involves more significant judgments and estimates in preparation of the Company’s consolidated financial statements.

Allowance for Doubtful Accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories. The Company carries its inventories at the lower of cost or market. Provisions for obsolete or slow moving inventories are recorded based upon a regular analysis of stock rotation, obsolescence, and assumptions about future demand and market conditions. If future demand, changes in industry, or market conditions differ from management‘s estimates, additional provisions may be necessary.

Intangible and Long-Lived Assets. The Company periodically evaluates the recoverability of the carrying amounts of its intangible and long-lived assets, including property, plant and equipment and goodwill. Impairment is assessed when the undiscounted expected cash flows derived from an asset are less than its carrying amount. If an impairment exists, the carrying value of the impaired asset is written down and impairment loss is recorded in operating results.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued SFAS No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment testing in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2003. Application of the non-amortization provisions of the statement is expected to result in an increase in pre-tax income of approximately $550 in fiscal 2003. During fiscal 2003, Company's management will perform the required impairment tests of goodwill and indefinite lived intangible assets and accordingly, has not yet determined the impact, if any, such review will have on the earnings and financial position of the Company.

Currency Fluctuations

The Company's foreign denominated assets and liabilities are cash, accounts receivable, inventory and accounts payable, primarily in Canada and member countries of the European community and, to a lesser extent, in Asia/Pacific and Latin America. The Company monitors its foreign exchange exposures and has entered into forward contracts to hedge significant transactions. Such contracts are not significant at May, 31, 2002. Other tools that may be used to manage foreign exchange exposures include the use of currency clauses in sales contracts and the use of local debt to offset asset exposures.

Risk Management and Market Sensitive Financial Instruments

As discussed above, the Company’s debt financing, in part, varies with market rates. In order to provide the user of these financial statements guidance regarding the magnitude of these risks, the Securities and Exchange Commission requires the Company to provide certain disclosures based upon hypothetical assumptions. Specifically, these disclosures require the calculation of the effect of a 10% increase in market interest rates on the reported net earnings of the Company. Under these assumptions, additional interest expense, tax effected, would have increased net loss and reduced net income by $247,000 in 2002 and $202,000 in 2001, respectively.

The interpretation and analysis of these disclosures should not be considered in isolation since such variances in interest rates would likely influence other economic factors. Such factors, which are not readily quantifiable, would likely also affect the Company’s operations.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for the historical information contained herein, the matters discussed in this Annual Report (including the Annual Report on Form 10-K) are forward-looking statements relating to future events which involve certain risks and uncertainties, including those identified herein and in the Annual Report on Form 10-K. Further, there can be no assurance that the trends reflected in historical information will continue in the future.

Consolidated Balance Sheets

As of May 31
(in thousands)	2002	2001
Assets
Current Assets
Cash and equivalents	$ 15,485	$ 15,946
Receivables, less allowance of $2,646 and $2,639	84,156	90,069
Inventories	107,159	144,135
Other	20,999	19,329
Total Current Assets	227,799	269,479
Property, plant and equipment, net	28,827	28,753
Goodwill, net of amortization of $3,939 and $3,403	24,914	17,659
Other assets	5,296	5,623
Total Assets	$ 286,836	$ 321,514
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$ 27,387	$ 28,491
Accrued liabilities	13,631	15,347
Notes and current portion of long-term debt	38	205
Total current liabilities	41,056	44,043
Long-term debt	132,218	155,134
Deferred income taxes	8,764	7,492
Non-current liabilities	5,195	5,300
Total liabilities	187,233	211,969
Stockholders' equity
Common Stock, $.05 par value	607	599
Class B Common Stock, convertible, $.05 par value	160	160
Preferred Stock, $1.00 par value	--	--
Additional paid-in capital	91,013	88,877
Treasury stock	(9,386)	(10,068)
Retained earnings	36,420	49,834
Accumulated other comprehensive loss	(19,211)	(19,857)
Total stockholders' equity	99,603	109,545
Total liabilities and stockholders' equity	$ 286,836	$ 321,514
See notes to consolidated financial statements

Consolidated Statements of Operations

Year Ended May 31
(in thousands, except per share amounts)	2002	2001	2000
Net Sales	$ 443,492	$ 502,369	$ 410,468
Cost of products sold	349,326	370,819	301,561
Gross margin	94,166	131,550	108,907
Selling, general and administrative expenses	94,519	94,444	82,464
Operating (loss) income	(353)	37,106	26,443
Other (income) expense:
Interest expense	12,197	11,146	8,911
Investment income	(352)	(575)	(1,032)
Loss from disposition of a business	4,551	--	--
Foreign exchange and other, net	860	145	(40)
	17,256	10,716	7,839
(Loss) income before income taxes	(17,609)	26,390	18,604
Income tax (benefit) provision	(6,339)	8,656	5,500
Net (loss) income	$ (11,270)	$ 17,734	$ 13,104
Net (loss) income per share:
Basic	$      (.83)	$     1.33	$     1.03
Diluted	$      (.83)	$     1.21	$     1.00
Dividends per common share	$       .16	$       .16	$      .16
Statement of comprehensive income:
Net (loss) income	$ (11,270)	$ 17,734	$ 13,104
Foreign currency translation	1,297	(5,452)	(4,156)
Fair value adjustment - cash flow hedges	(651)	--	--
Comprehensive (loss) income	$ (10,624)	$ 12,282	$ 8,948
See notes to consolidated financial statements

Consolidated Statements of Cash Flows

Year Ended May 31
(in thousands)	2002	2001	2000
Operating Activities:
Net (loss) income	$ (11,270)	$ 17,734	$ 13,104
Adjustments to reconcile net (loss) income      to cash (used in) provided by operating activities:
Depreciation	5,182	4,956	4,415
Amortization of intangibles and financing costs	693	820	744
Deferred income taxes	(5,780)	885	1,292
Contribution to employee stock ownership plan and other	2,465	1,310	--
Loss from disposition of a business	4,551	--	--
Provision for inventory obsolescence	15,279	--	--
Net adjustments	22,390	7,971	6,451
Changes in working capital, net of currency      translation effects and business acquisitions:
Receivables	15,486	(10,267)	(17,072)
Inventories	14,455	(25,094)	(11,307)
Other current assets	732	(4,589)	(351)
Accounts payable	(2,927)	(5,443)	9,130
Other liabilities	(4,657)	126	4,159
Net changes in working capital	23,089	(45,267)	(15,441)
Net cash provided by (used in) operating activities	34,209	(19,562)	4,114
Financing activities:
Proceeds from borrowings	23,258	53,580	12,316
Payments on debt	(49,619)	(16,948)	(7,641)
Proceeds from issuance of common stock	1,606	4,044	2,716
Purchases of treasury stock	--	--	(11)
Cash dividends	(2,144)	(2,084)	(1,964)
Net cash (used in) provided by financing activities	(26,899)	38,592	5,416
Investing activities:
Capital expenditures	(5,727)	(7,883)	(7,026)
Business acquisitions	(8,785)	(8,316)	(2,356)
Proceeds from disposition of business	6,261	--	--
Other	480	1,283	(885)
Net cash used in investing activities	(7,771)	(14,916)	(10,267)
(Decrease) increase in cash and equivalents	(461)	4,114	(737)
Cash and equivalents at beginning of year	15,946	11,832	12,569
Cash and equivalents at end of year	$ 15,485	$ 15,946	$ 11,832
See notes to consolidated financial statements

Consolidated Statements of Stockholders' Equity

(Shares and dollars in thousands)	Shares Issued - Common	Shares Issued - Class B Common	Par value	Additional Paid-in Capital	Treasury Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Total
Balance May 31, 1999	11,390	3,233	$732	$82,309	$(11,532)	$23,044	$(10,249)	$84,304
Shares issued under ESPP and stock option plan	279	--	13	2,205	498	--	--	2,716
Purchase of 1 share of common stock	--	--	--	--	(11)	--	--	(11)
Conversion of Class B shares to common shares	1	(1)	--	--	--	--	--	--
Dividends	--	--	--	--	--	(1,964)	--	(1,964)
Currency translation	--	--	--	--	--	--	(4,156)	(4,156)
Net income	--	--	--	--	--	13,104	--	13,104
Balance May 31, 2000	11,670	3,232	745	84,514	(11,045)	34,184	(14,405)	93,993
Shares issued under ESPP and stock option plan	276	--	14	3,513	517	--	--	4,044
Shares contributed to ESOP	--	--	--	850	460	--	--	1,310
Conversion of Class B shares to common shares	25	(25)	--	--	--	--	--	--
Dividends	--	--	--	--	--	(2,084)	--	(2,084)
Currency translation	--	--	--	--	--	--	(5,452)	(5,452)
Net income	--	--	--	--	--	17,734	--	17,734
Balance May 31, 2001	11,971	3,207	759	88,877	(10,068)	49,834	(19,857)	109,545
Shares issued under ESPP and stock option plan	173	--	8	1,676	256	--	--	1,940
Shares contributed to ESOP	--	--	--	460	426	--	--	886
Dividends	--	--	--	--	--	(2,144)	--	(2,144)
Currency translation	--	--	--	--	--	--	1,297	1,297
SFAS 133 transition adjustment	--	--	--	--	--	--	(971)	(971)
Fair value adjustments - cash flow hedges	--	--	--	--	--	--	320	320
Net loss	--	--	--	--	--	(11,270)	--	(11,270)
Balance May 31, 2002	12,144	3,207	$767	$91,013	$(9,386)	$36,420	$(19,211)	$99,603
See notes to consolidated financial statements

Notes to Consolidated Financial Statements

(in thousands, except per share amounts)

Note A -- Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts and operations of the Company and its subsidiaries. All significant intercompany transactions are eliminated. The Company accounts for its results of operations on a 52/53 week year, ending on the Saturday nearest May 31. Fiscal 2002 and 2001 contained 52 weeks. Fiscal 2000 contained 53 weeks, including 14 weeks in the first quarter.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications: Certain amounts in the prior year's financial statements have been reclassified to conform to the 2002 presentation.

Cash Equivalents: The Company considers short-term investments that have a maturity of three months or less, when purchased, to be cash equivalents. The carrying amounts reported in the balance sheet for cash and equivalents approximate the fair market value of these assets.

Inventories: Inventories are stated at the lower of cost or market. Inventory costs determined using the last-in, first-out (LIFO) method represent 80% of total inventories at May 31, 2002 and 2001. For the remaining inventories, cost is determined on the first-in, first-out (FIFO) method. If the FIFO method had been used for all inventories, the total amount of inventories would have been decreased by $2,413 at May 31, 2002 and decreased by $1,110 at May 31, 2001. The reduction in FIFO value relative to LIFO reflects lowering costs in the electronics industry. As a result of overstock reserves, the LIFO carrying value of all inventories approximated market value at May 31, 2002 and 2001. Substantially all inventories represent finished goods held for sale.

Property, Plant and Equipment: Property, plant and equipment are stated at cost. Provisions for depreciation are computed principally using the straight-line method over the estimated useful life of the asset. Property, plant and equipment consist of the following:

May 31
	2002	2001
Land and improvements	$  2,864	$  2,812
Buildings and improvements	16,367	15,998
Computer and communications equipment	18,044	16,028
Machinery and other equipment	17,957	16,046
Property, at cost	55,232	50,884
Accumulated depreciation	(26,405)	(22,131)
Property, plant and equipment, net	$ 28,827	$ 28,753

The Company is in the application and development stage of implementing enterprise resource management software. In accordance with Accounting Standards Executive Committee (AcSEC) Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, the Company capitalizes all direct costs associated with the application and development of this software including software acquisition costs, consulting costs, and internal payroll costs. The Statement requires these costs to be depreciated once the application and development stage is complete. The balance of the aforementioned capitalized costs, included within computer and communications equipment, is $6,162 and $4,414 at May 31, 2002 and May 31, 2001, respectively. Depreciation expense for capitalized software costs that relate to software in the post-application and development stage was $709, $558, and $337, in 2002, 2001, and 2000, respectively.

Other Assets: Deferred financing costs and other deferred charges are amortized using the straight-line method. Other assets consist of the following:

May 31
	2002	2001
Investments (at market)	$ 2,836	$ 2,595
Notes receivable	1,425	2,004
Deferred financing costs, net	517	520
Other deferred charges, net	518	504
Other assets	$ 5,296	$ 5,623

Goodwill and Other Intangible Assets: Goodwill is generally amortized over a period of 20 to 40 years.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment testing in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives.

The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2003. Application of the non-amortization provisions of the statement is expected to result in an increase in pre-tax income of approximately $550 in fiscal 2003. During fiscal 2003, Company’s management will perform the required impairment tests of goodwill and indefinite lived intangible assets and accordingly, has not yet determined the impact, if any, such review will have on the earnings and financial position of the Company.

Accrued Liabilities: Accrued liabilities consist of the following:

May 31
	2002	2001
Compensation and payroll taxes	$ 4,284	$ 5,806
Interest	2,912	2,958
Income taxes	1,831	2,730
Other accrued expenses	4,604	3,853
Accrued liabilities	$ 13,631	$ 15,347

Non-current Liabilities: Non-current liabilities of $5,195 at May 31, 2002 and $5,300 at May 31, 2001 represent guaranteed payments for acquisitions made during fiscal 2001 as discussed in Note C.

Foreign Currency Translation: Foreign currency balances and financial statements are translated into U. S. dollars at end-of-period rates, except revenues and expenses are translated at the current rate on the date of the transaction. Gains and losses resulting from foreign currency transactions are included in income currently. Foreign currency transaction losses reflected in operations are $95 and $151 in 2002 and 2001, respectively and a $60 gain in 2000. Gains and losses resulting from translation of foreign subsidiary financial statements are credited or charged directly to stockholders' equity.

Revenue Recognition: The Company recognizes its revenues when title passes to the customer, delivery has occurred or services have been rendered, and collectibility is reasonably assured. Sales are recorded net of discounts, rebates and returns based on the Company’s historical experience.

Shipping and Handling Fees and Costs: Shipping and handling costs billed to customers are reported as sales and the related costs in cost of sales.

Income Taxes: Deferred tax assets and liabilities are established for differences between financial reporting and tax accounting of assets and liabilities and are measured using the marginal tax rates. U.S. income taxes have not been provided on the undistributed earnings of foreign subsidiaries and affiliates as the Company intends to permanently reinvest such earnings.

Stock-Based Compensation: The Company accounts for its stock option plans in accordance with Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. However, the exercise price of all grants under the Company’s option plans has been equal to the fair market value on the date of grant. Statement of Financial Accounting Standards (SFAS) No. 123 Accounting for Stock-Based Compensation, requires estimation of the fair value of options granted to employees. As permitted by SFAS No. 123, the Company presents this estimated fair value information in Note G.

Earnings per Share: Basic earnings per share is calculated by dividing net income by the weighted average number of Common and Class B Common shares outstanding. Diluted earnings per share is calculated by dividing net income, adjusted for interest savings, net of tax, on assumed bond conversions, by the actual shares outstanding and share equivalents that would arise from the exercise of stock options and the assumed conversion of convertible bonds. The per share amounts presented in the Consolidated Statement of Operations are based on the following amounts:

	2002	2001	2000
Numerator for basic EPS:
Net (loss) income	$ (11,270)	$ 17,734	$ 13,104
Denominator for basic EPS:
Shares outstanding, June 1	13,470	12,987	12,623
Additional shares issued	147	346	61
Average shares outstanding	13,617	13,333	12,684
Numerator for diluted EPS:
Net (loss) income	$ (11,270)	$ 17,734	$ 13,104
Interest savings, net of tax, on        assumed conversion of bonds	--	3,459	3,459
Adjusted net (loss) income	$ (11,270)	$ 21,193	$ 16,563
Denominator for diluted EPS:
Average shares outstanding	13,617	13,333	12,684
Effect of dilutive stock options	--	555	216
Assumed conversion of bonds	--	3,680	3,680
Average shares outstanding	13,617	17,568	16,580

Out-of-the-money (exercise price higher than market price) stock options are excluded from the calculation because they are anti-dilutive. The Company’s 8¼% and 7¼% convertible debentures and common stock equivalent options are excluded from the calculation in 2002 as assumed conversion would be anti-dilutive.

Derivatives and Hedging Activities: Effective June 1, 2001 the Company adopted SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The Statement requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.

The Company has interest rate exchange agreements to convert approximately $35.1 million of its floating rate debt to an average fixed rate of 8% for the term of the debt. At June 1, 2001 the Company recorded a transition adjustment relating to these agreements, which reduced other accumulated comprehensive income in shareholders’ equity by $971, after tax. The Company reclassified $500, or $320 after tax, of this amount from accumulated other comprehensive income to interest expense during fiscal 2002. An additional $500, or $320 after tax, will be transferred to interest expense in fiscal 2003 to reflect the impact of payments made during the year. In addition, the Company recorded the change in the fair value of these agreements, $407 or $260 after tax, as additional interest expense in the statement of operations during fiscal 2002 because these interest rate exchange agreements were not designated as hedges upon the adoption of SFAS No. 133.

Note B – Special Charges

In the fourth quarter of fiscal 2002, the Company re-evaluated its inventory reserve estimate in light of the industry wide decline in sales, a prolonged recovery period, and changes in the Company’s mix of business toward higher technology products particularly in the telecommunications market. An inventory obsolescence and overstock adjustment of $15,279, or $9,778 net of tax, was included in cost of sales.

Also in the fourth quarter of 2002, the Company recorded a provision for uncollectable accounts receivable and severance due to recent management changes. The charge was $794, or $509 net of tax, impacting SG&A and other expense.

Note C -- Acquisitions

Fiscal 2002: In July 2001, the Company acquired Sangus Holdings AB (Sangus) which serves the Nordic countries of Sweden, Finland, Denmark and Norway. Sangus is a specialist in RF & microwave technology with annual revenues of $9,600. The aggregate cash outlay in 2002 for this and all previous business acquisitions was $8,785.

Fiscal 2001: In June 2000, the Company acquired the assets and liabilities of Celti Electronics, a French distributor of fiber optic communications products with annual sales of $3,600. In January 2001, the Company also acquired the assets and liabilities of Aviv Electronics of Israel, a distributor specializing in design-in services for active and passive electronic components with annual sales of $10,000. Baron Electronics, a distributor of electronic components in Latin America, was acquired in May 2001, with annual sales of $2,000.

The aggregate cash outlay in 2001 for business acquisitions was $8,316.

Fiscal 2000: In December 1999, the Company acquired the assets and liabilities of Apoio Technico, a distributor of broadcast transmitters and equipment in Brazil with annual sales of $8,000. Effective May 31, 2000, the Company also acquired the assets and liabilities of Broadcast Richmond, a global distributor and installer of broadcast equipment located in Richmond, Indiana, with annual sales of $2,000.

The aggregate cash outlay in 2000 for business acquisitions was $2,356. Additional non-cash payments of $5,058 were made in the form of the forgiveness of account receivable.

Each of the acquisitions was accounted for by the purchase method, and accordingly, their results of operations are included in the consolidated statements of operations from the respective dates of acquisition. The impact of these acquisitions on results of operations was not significant and would not have been significant if they had been included for the entire year. If each of these acquisitions had occurred at the beginning of the year, consolidated sales would have increased by approximately $900, $14,000, and $6,000 in 2002, 2001 and 2000, respectively.

The terms of certain of the Company’s acquisition agreements provide for additional consideration to be paid if the acquired entity’s results of operations exceed certain targeted levels. Such amounts are paid in cash and recorded when earned as additional consideration, and amounted to $1,274, $2,638, and $1,965 in 2002, 2001 and 2000, respectively. Assuming the goals established in all agreements outstanding at May 31, 2002 were met, additional consideration aggregating approximately $7,696 would be payable through 2004.

Note D-- Disposal of Product Line

On February 22, 2002, the Company sold certain assets of its Medical Systems Group (MSG), specifically, assets related to its glassware product line (Glassware), which represented about half of the Company MSG revenues. Proceeds from the sale were $6.3 million. Liquidation of assets and liabilities associated with Glassware but retained by the Company, is estimated to generate approximately an additional $652 in cash. The loss on the sale of Glassware was $4.6 million. As of May 31, 2002, a receivable of $381 was included in other current assets in the Consolidated Condensed Balance Sheet representing the balance owed from the sale of Glassware.

Remaining operations of MSG are primarily related to the design and sale of medical monitor and associated display products and systems. Subsequent to the sale of Glassware, this business has been integrated with and is reported as part of the Display Systems Group.

Note E-- Debt Financing

Long-term debt consists of the following:

May 31
	2002	2001
8¼% Convertible debentures, due June 2006	$ 40,000	$ 40,000
7¼% Convertible debentures, due December 2006	30,825	30,825
Floating-rate multicurrency revolving credit facility, due July 2004   (6.35% at May 31, 2002)	59,388	84,302
Financial instruments	1,949	--
Other	94	212
Total debt	132,256	155,339
Less current portion	(38)	(205)
Long-term debt	$ 132,218	$ 155,134

The 7¼% convertible debentures are unsecured and subordinated to other long-term debt, including the 8¼% convertible debentures. Each $1 of the 7¼% debenture is convertible into the Company’s Common Stock at any time prior to maturity at $21.14 per share and the 8¼% convertible debentures are convertible at $18.00 per share. The Company is required to make sinking fund payments of $3,850 in 2005 and $6,225 in 2006.

The Company has a multi-currency revolving credit facility agreement in the amount of $111.3 million. The agreement matures in July 2004 and bears interest at applicable LIBOR rates plus a margin, varying with certain financial performance criteria. At May 31, 2002, the margin was 225 basis points and $51.9 million was available under this facility.

In the following table, the fair values of the Company's 7¼% and 8¼% convertible debentures are based on quoted market prices at the end of the fiscal year. The fair values of the bank term loans are based on carrying value, adjusted for market interest rate changes.

	2002		2001
	Carrying Value	Fair Value	Carrying Value	Fair Value
8¼% Convertible debentures	$ 40,000	$ 36,250	$ 40,000	$ 37,200
7¼% Convertible debentures	30,825	26,240	30,825	27,743
Floating-rate multicurrency    revolving credit facility	59,388	59,388	84,302	84,302
Financial instruments	1,949	1,949	--	--
Other	94	94	212	212
Total	132,256	123,921	155,339	149,457
Less current portion	(38)	(38)	(205)	(205)
Total	$ 132,218	$ 123,883	$ 155,134	$ 149,252

The loan and debenture agreements contain financial covenants with which the Company was in full compliance at May 31, 2002. The most restrictive covenants set benchmark levels for tangible net worth, a debt to tangible net worth ratio, senior funded debt to cash flow and annual debt service coverage.

Aggregate maturities of debt during the next five years are: $38 in 2003, $42 in 2004, $63,252 in 2005, $6,225 in 2006, and $60,750 in 2007. Cash payments for interest were $11,336, $11,230, and $8,627 in 2002, 2001 and 2000, respectively.

Note F-- Facility Lease Obligations

The Company leases certain warehouse and office facilities under non-cancelable operating leases. At May 31,2002, future lease commitments for minimum rentals were $3,157 in 2003, $2,230 in 2004, $1,707 in 2005, $996 in 2006, and $219 in 2007. Rent expense for fiscal 2002, 2001, and 2000 was $3,337, $3,189, and $2,925, respectively.

Note G-- Income Taxes

The components of (loss) income before income taxes are:

	2002	2001	2000
United States	$ (18,634)	$ 19,730	$ 16,199
Foreign	1,025	6,660	2,405
(Loss) income before taxes	$ (17,609)	$ 26,390	$ 18,604

The provision for income taxes differs from income taxes computed at the federal statutory tax rate of 34% in 2002 and 2000 and 35% in 2001 as a result of the following items:

	2002	2001	2000
Federal statutory rate	(34.0)%	35.0 %	34.0 %
Effect of:
State income taxes, net of federal tax benefit	(2.3)	1.4	3.2
FSC benefit on export sales	(2.9)	(2.2)	(4.4)
Realization of tax benefit on prior years' foreign losses	--	--	(2.8)
Foreign taxes at other rates	(0.2)	(2.7)	0.5
Other	3.4	1.3	(0.9)
Effective tax rate	(36.0)%	32.8 %	29.6 %

The provisions for income taxes consist of the following:

	2002	2001	2000
Currently payable:
Federal	$ (1,075)	$ 5,622	$ 2,224
State	(158)	133	192
Foreign	674	2,016	1,792
Total currently payable	(559)	7,771	4,208
Deferred:
Federal	(4,651)	443	2,023
State	(519)	430	739
Foreign	(610)	12	(1,470)
Total deferred	(5,780)	885	1,292
Income tax provision	$ (6,339)	$ 8,656	$ 5,500

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of May 31, 2002 and 2001 are as follows:

Balance Sheet Presentation
At May 31, 2002:	Current Asset (1)	Noncurrent Liability
Deferred tax assets:
Intercompany profit in inventory	$   1,075	$      -
Inventory valuation	14,097	-
Other, net	947	412
Deferred tax assets	16,119	412
Deferred tax liabilities:
Accelerated depreciation	-	(3,339)
Other, net	-	(5,837)
Net deferred tax	$ 16,119	$ (8,764)
At May 31, 2001:
Deferred tax assets:
Intercompany profit in inventory	$ 1,703	$         -
Inventory valuation	6,834	-
Other, net	140	353
Deferred tax assets	8,677	353
Deferred tax liabilities:
Accelerated depreciation	-	(4,855)
Other, net	-	(2,990)
Net deferred tax	$ 8,677	$ (7,492)
Included in other current assets on the balance sheet

Income taxes paid were $952, $7,125 and $2,313 in 2002, 2001 and 2000, respectively.

Note H-- Stockholders' Equity

The Company has authorized 30,000 shares of Common Stock, 10,000 shares of Class B Common Stock, and 5,000 shares of Preferred Stock. The Class B Common Stock has ten votes per share. The Class B Common Stock has transferability restrictions; however, it may be converted into Common Stock on a share-for-share basis at any time. With respect to dividends and distributions, shares of common stock and Class B Common Stock rank equally and have the same rights, except that Class B Common Stock is limited to 90% of the amount of common stock cash dividends.

Total Common Stock issued and outstanding, excluding Class B at May 31, 2002 was 10,560 shares, net of treasury. An additional 9,768 shares of Common Stock have been reserved for the potential conversion of the convertible debentures and Class B Common Stock and for future issuance under the Employee Stock Option Plans.

The Employee Stock Purchase Plan (ESPP) provides substantially all employees an opportunity to purchase Common Stock of the Company at 85% of the stock price at the beginning or the end of the year, whichever is lower. At May 31, 2002, the plan had 67 shares reserved for future issuance.

The Employees’ 2001 Incentive Compensation Plan authorizes the issuance of up to 900 shares as incentive stock options, non-qualified stock options or stock awards. Under this plan and predecessor plans, 2,569 shares are reserved for future issuance. The Plan authorizes the granting of incentive stock options at the fair market value at the date of grant. Generally, these options become exercisable over staggered periods and expire up to ten years from the date of grant.

Under the 1996 Stock Option Plan for Non-Employee Directors and a predecessor plan, at May 31, 2002, 243 shares of Common Stock have been reserved for future issuance relating to stock options exercisable based on the passage of time. Each option is exercisable over a period from its date of grant at the market value on the grant date and expires after ten years.

The Company applies APB Opinion No. 25 and related interpretations in accounting for its option plans and, accordingly, has not recorded compensation expense for such plans. SFAS No. 123 requires the calculation of the fair value of each option granted. This fair value is estimated on the date of grant using the Black-Scholes option-pricing model with the assumptions indicated below. Had the Company’s option plans and stock purchase plan been treated as compensatory under the provisions of SFAS No. 123, the Company’s net income (loss) and net income (loss) per share would have been affected as follows:

	2002	2001	2000
Net (loss) income, as reported	$ (11,270)	$ 17,734	$ 13,104
Proforma net (loss) income	(12,867)	16,582	12,300
Proforma net (loss) income per share:
Basic	$      (.95)	$     1.24	$      .97
Assuming full dilution	(.95)	1.14	.95
Assumptions used :
Risk-free interest rate	4.0%	5.9%	6.0%
Annual standard deviation of stock price	50%	56%	55%
Average expected life (years)	5.2	5.1	5.5
Annual dividend rate	$       .16	$      .16	$       .16
Average fair value per option	$     2.95	$    7.07	$     3.59
Option value of ESPP per share	$     1.96	$    2.55	$     1.24
Fair value of options granted during the year	$   1,206	$   3,253	$      991

A summary of the share activity and weighted average exercise prices for the Company’s option plans is as follows:

	Outstanding		Exercisable
	Shares	Price	Shares	Price
At May 31, 1999	1,686	$ 7.66	855	$ 7.62
Granted	296	7.81
Exercised	(292)	6.98
Cancelled	(131)	7.66
At May 31, 2000	1,559	7.82	755	7.82
Granted	460	13.75
Exercised	(277)	7.24
Cancelled	(120)	10.96
At May 31, 2001	1,622	9.39	667	7.73
Granted	417	7.21
Exercised	(173)	7.24
Cancelled	(21)	10.49
At May 31, 2002	1,845	$   9.09	802	$ 8.52

The following table summarizes information about stock options outstanding as of May 31, 2002:

Exercise Price Range	Outstanding			Exercisable
	Shares	Price	Life	Shares	Price	Life
$ 3.75 to $ 5.375	31	$ 4.52	4.4	26	$ 4.32	3.8
$ 6.00 to $ 7.50	986	6.98	7.0	384	6.94	4.6
$ 8.00 to $ 8.50	266	8.28	5.0	217	8.24	4.8
$10.813 to $13.813	562	13.43	8.0	175	12.99	7.4
Total	1,845			802

Note I-- Employee Retirement Plans

The Company's domestic employee retirement plans consist of a profit sharing plan and a stock ownership plan (ESOP). Annual contributions in cash or Company stock are made at the discretion of the Board of Directors. In addition, the profit sharing plan has a 401(k) provision whereby the Company matches 50% of employee contributions up to 4% of base pay. Charges to expense for discretionary and matching contributions to these plans were $926, $2,403, and $1,790 in 2002, 2001 and 2000, respectively. Such amounts included contributions in stock of $887 for 2001 and $1,310 for 2000, based on the stock price at the date contributed. Shares are included in the calculation of earnings per share and dividends are paid to the ESOP from the date the shares are contributed. Foreign employees are covered by a variety of government mandated programs.

Note J-- Industry and Market Information

The following disclosures are made in accordance with the SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. The Company’s strategic business units (SBU’s) in 2002 were: RF & Wireless Communications Group (RFWC), Industrial Power Group (IPG), Security Systems Division (SSD), Display Systems Group (DSG) and Medical Systems Group (MSG).

RFWC serves the wireless voice and data telecommunications industry and radio and television broadcast industry, predominantly for infrastructure applications.

IPG serves a broad range of customers including the steel, automotive, textile, plastics, semiconductor, marine and avionics industries.

SSD is a full-line distributor of CCTV, fire, burglary, access control, sound and communication products and accessories.

DSG provides system integration and custom product solutions for the public information display, financial, point-of-sale, medical, and general data display markets.

MSG serves the medical imaging market, providing system upgrades and integration services in addition to a wide range of diagnostic imaging components.

Each SBU is directed by a Vice President and General Manager who reports to the President and Chief Operating Officer. The President evaluates performance and allocates resources, in part, based on the direct operating contribution of each SBU. Direct operating contribution is defined as gross margin less product management and direct selling expenses. In North America and Europe, the sales force is organized by SBU and, accordingly, these costs are included in direct expenses. In Latin America, Asia / Pacific and the rest of the world, the regional sales force is shared and, accordingly, is not included in direct expenses. Inter-segment sales are not significant.

Accounts receivable, inventory, goodwill and certain notes receivable are identified by SBU. Cash, net property and other assets are not identifiable by SBU. Accordingly, depreciation, amortization expense and financing costs are not identifiable by SBU. Prior year amounts have been restated to conform to the current year; specifically, Medical monitors have been classified to DSG from MSG. Operating results for each SBU are summarized in the following table:

	Sales	Gross Margin	Contribution	Assets
Fiscal 2002
RFWC	$ 202,409	$ 47,467	$ 24,876	$ 114,801
IPG	74,578	24,356	17,643	37,037
SSD	85,087	20,080	10,248	32,401
DSG	60,697	15,864	8,528	22,889
MSG	17,278	3,317	1,674	3,765
Total	$ 440,049	$ 111,084	$ 62,969	$ 210,893
Fiscal 2001
RFWC	$ 244,381	$ 63,593	$ 42,395	$ 127,005
IPG	89,053	30,650	24,567	45,276
SSD	82,352	18,932	9,235	34,038
DSG	59,476	14,553	7,110	27,118
MSG	23,289	4,780	2,684	17,962
Total	$ 498,551	$ 132,508	$ 85,991	$ 251,399
Fiscal 2000
RFWC	$ 154,502	$ 40,524	$ 26,694	$ 86,638
IPG	87,584	31,037	24,117	42,449
SSD	84,504	19,846	9,699	33,470
DSG	50,502	12,136	7,458	23,742
MSG	30,086	5,567	2,365	22,737
Total	$ 407,178	$ 109,110	$ 70,333	$ 209,036

A reconciliation of sales, gross margin, direct operating contribution and assets to the relevant consolidated amounts is as follows. (Other assets not identified include miscellaneous receivables, manufacturing inventories and other assets.)

	2002	2001	2000
Segment sales	$ 440,049	$ 498,551	$ 407,178
Freight billed to customers	3,443	3,818	3,290
Sales	$ 443,492	$ 502,369	$ 410,468
Segment gross margin	$ 111,084	$ 132,508	$ 109,110
Freight margin	(207)	478	975
Manufacturing variances and other costs	(16,711)	(1,436)	(1,178)
Gross Margin	$ 94,166	$ 131,550	$ 108,907
Segment contribution	$ 62,969	$   85,991	$   70,333
Freight margin	(207)	478	975
Manufacturing variances and other costs	(16,711)	(1,436)	(1,178)
Regional selling expenses	(15,380)	(16,697)	(14,489)
Administrative expenses	(31,024)	(31,230)	(29,198)
Operating (loss) income	$    (353)	$   37,106	$   26,443
Segment assets	$ 210,893	$ 251,399	$ 209,036
Cash and equivalents	15,485	15,946	11,832
Other current assets	20,999	19,329	13,346
Net property	28,827	28,753	25,851
Other assets	10,632	6,087	4,860
Total assets	$ 286,836	$ 321,514	$ 264,925

Geographic sales information is grouped by customer destination into five areas: North America, Europe, Latin America, Asia/Pacific and other. Sales to Mexico are included as part of Latin America. “Other” includes sales to export distributors, countries where the Company does not have sales offices.

Sales and long-lived assets (net property and other assets, excluding investments) were as follows:

	2002	2001	2000
Sales
United States	$ 192,811	$ 253,642	$ 212,376
Canada	53,294	56,569	53,193
North America	246,105	310,211	265,569
Europe	92,351	99,215	79,172
Asia/Pacific	65,534	51,411	34,305
Latin America	28,943	28,012	19,316
Other	7,116	9,702	8,816
Total	$ 440,049	$ 498,551	$ 407,178
Assets
United States	$ 37,608	$ 36,726	$ 31,213
Canada	2,408	2,085	2,260
North America	40,016	38,811	33,473
Europe	13,953	8,394	2,929
Asia / Pacific	788	1,613	625
Latin America	1,445	622	2,178
Total	$ 56,202	$ 49,440	$ 39,205

The Company sells its products to companies in diversified industries and performs periodic credit evaluations of its customers' financial condition. Terms are generally on open account, payable net 30 days in North America, and vary throughout Europe, Latin America, and Asia/Pacific. Estimates of credit losses are recorded in the financial statements based on periodic reviews of outstanding accounts and actual losses have been consistently within management's estimates.

Note K-- Litigation

On June 6, 2002, the Court in Panache Broadcasting of Pennsylvania v. Richardson Electronics, Ltd., et. al., Case No. 90 C 6400 in the United States District Court for the Northern District of Illinois, Eastern Division, approved a Settlement Agreement that calls for the Company to issue non-transferable coupons for a 10% discount off the catalogue price on a single purchase order of certain tubes from the Company, up to a maximum coupon value of $200, that expires in 6 months, to those class members that do not elect to be excluded from the settlement. This releases the Company from all claims and causes of action with respect to the subject matter of the litigation by any class member that has not elected to be excluded from the settlement. The impact of this settlement is not anticipated to be material.

Note L-- Selected Quarterly Financial Data
(Unaudited)

Previously reported quarterly results for the first three quarters of fiscal 2002 have been revised to reflect adoption of FAS 133, Accounting for Derivative Instruments and Hedging Activities, effective June 1, 2001. Below is a reconciliation of previously reported net income (loss) and net income (loss) per share.

	First Quarter	Second Quarter	Third Quarter
Net income (loss):
Previously reported results	$ 51	$ 1,316	$ (2,837)
Adjustment for SFAS No. 133	(405)	(414)	94
Revised results	$ (354)	$ 902	$ (2,743)
Net income (loss) per share basic and diluted:
Previously reported results	$ 0.00	$ 0.10	$ (0.21)
Adjustment for SFAS No. 133	(0.03)	(0.03)	0.01
Revised results	$ (0.03)	$ 0.07	$ (0.20)

Summarized quarterly financial data for 2002, as revised, and 2001 follow. Excluding the special charge in the fourth quarter as discussed in Note B, there were no additional material fourth quarter adjustments to the financial statements. The third quarter includes a loss of $2.9 million, net of tax, for the disposal of the Medical Glassware business (see Note D).

	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2002:
Net sales	$ 104,681	$ 115,499	$ 109,431	$ 113,881
Gross margin	26,474	28,381	26,280	13,031
Net (loss) income	(354)	902	(2,743)	(9,075)
Net (loss) income per share:
Basic and Diluted	(0.03)	0.07	(0.20)	(0.66)
2001:
Net sales	$121,095	$ 132,019	$ 126,342	$ 122,913
Gross margin	31,989	34,533	32,769	32,259
Net income	4,680	5,192	4,172	3,690
Net income per share:
Basic	0.35	0.39	0.31	0.28
Diluted	0.32	0.34	0.29	0.26

Report of Independent Auditors

Stockholders and Directors
Richardson Electronics, Ltd.
LaFox, Illinois

We have audited the accompanying consolidated balance sheets of Richardson Electronics, Ltd. and subsidiaries as of May 31, 2002 and 2001, and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended May 31, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Richardson Electronics, Ltd. and subsidiaries at May 31, 2002 and 2001, and the consolidated results of their operations and cash flows for each of the three years in the period ended May 31, 2002, in conformity with accounting principles generally accepted in the United States.

As discussed in the Notes to the consolidated financial statements, effective June 1, 2001, the Company changed its method for accounting for derivative financial instruments to conform with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities.

/s/ Ernst & Young LLP

Chicago, Illinois
July 18, 2002

Officers and Directors

Corporate Officers Edward J. Richardson
     Chairman of the Board and Chief Executive Officer Bruce W. Johnson
     President and Chief Operating Officer Pierluigi Calderone
     Vice President and Director of European Operations Kevin M. Connor
     Vice President, RF & Wireless Communications Group -
     North America Sales Flint Cooper
     Executive Vice President and General Manager, Security Systems Division Lawrence T. Duneske
     Vice President, Worldwide Logistics Alan S. Gray
     Treasurer Joseph C. Grill
     Senior Vice President, Human Resources Robert J. Heise
     Vice President and General Manager, Display Systems Group Murray J. Kennedy
     Executive Vice President and General Manager, Industrial Power Group Kathleen M. McNally
     Senior Vice President, Marketing Operations Gregory J. Peloquin
     Executive Vice President and General Manager, RF & Wireless Communications Group
Robert Prince
     Executive Vice President, Worldwide Sales Kevin F. Reilly
     Senior Vice President and Chief Information Officer Dario Sacomani
     Senior Vice President and Chief Financial Officer William G. Seils
     Senior Vice President, General Counsel and Secretary
Board of Directors Edward J. Richardson (1) Arnold R. Allen
Management Consultant Jacques Bouyer (3,4,6)
Management Consultant Scott Hodes (2,3,5)
Partner, Law Firm of Ross & Hardies Bruce W. Johnson (1) Ad Ketelaars (6)
CEO, Vincere B.V. John Peterson (2,6)
Managing Director, Cleary Gull Inc. Harold L. Purkey (2)
Retired Managing Director, First Union Securities, Inc. Samuel Rubinovitz (1,3,4,5,6)
Management Consultant and Director, LTX Corporation Dario Sacomani (1) Executive Committee
(2) Audit Committee
(3) Compensation Committee
(4) Stock Option Committee
(5) Executive Oversight Committee
(6) Strategic Planning Committee

Stockholder Information

Corporate Office
Richardson Electronics, Ltd.
40W267 Keslinger Road
P.O. Box 393
LaFox, Illinois 60147-0393
(630) 208-2200

Annual Meeting
We encourage stockholders to attend the annual meeting scheduled for Tuesday, October 15, 2002 at 3:15 p.m. at the Company’s corporate office. Further details are available in your proxy materials.

Transfer Agent and Registrar
LaSalle Bank
135 South LaSalle Street
Chicago, IL 60603

Independent Auditors
Ernst & Young LLP
233 South Wacker Drive
Chicago, Illinois 60606

Brokerage Reports

• Barrington Research Associates, Inc.
• Gilford Securities, Inc.
• McDonald & Company Investments
• Tucker Anthony Sutro

Market Makers

• Barrington Research Associates, Inc.
• William Blair & Co.
• Forum Capital Markets
• Gilford Securities, Inc.
• McDonald & Company Investments
• Tucker Anthony Sutro
• Wechsler & Krumholz Incorporated

Form 10K and Other Information
A copy of the Company’s Annual Report on Form 10K, filed with the Securities and Exchange Commission is available without charge upon request. All inquiries should be addressed to the Investor Relations Department, Richardson Electronics, Ltd., 40W267 Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393. Press releases and other information can be found on the Internet at the Company’s home page at http://www.rell.com.

Market Price of Common Stock

The Common Stock is traded on the NASDAQ National Market System under the symbol "RELL". The number of stockholders on record of Common Stock and Class B Common Stock at May 31, 2002 was 883 and 18, respectively. The Company believes there are approximately additional 2,400 holders who own shares of the Company’s Common Stock in street name. The quarterly market price ranges of the Company’s common stock were as follows:

	2002		2001
Fiscal Quarters	High	Low	High	Low
First	$ 14.9600	$   9.5150	$ 18.8750	$ 12.0000
Second	12.5000	6.3600	17.7500	11.7500
Third	12.4900	11.0000	15.7500	11.3130
Fourth	13.1600	10.5900	14.8400	11.4380

Richardson Electronics, Ltd. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts

(in thousands)

COL. A	COL. B	COL. C		COL. D	COL. E
DESCRIPTION	Balance at Beginning of Period	ADDITIONS		Deductions - Describe	Balance at end of period
		(1) Charged to Costs and Expenses	(2) Charged to Other Accounts - Describe
Year ended May 31, 2002:      Allowance for sales returns and          doubtful accounts	$ 2,639	$ 1,568	$      -	$ 1,561 (1)	$ 2,646
Year ended May 31, 2001:      Allowance for sales returns and          doubtful accounts	$ 2,991	$  968	$    -	$ 1,320 (1)	$ 2,639
Year ended May 31, 2000:      Allowance for sales returns and          doubtful accounts	$ 2,584	$ 1,461	$    -	$ 1,054 (1)	$ 2,991

(1)  Uncollectible amounts written off, net of recoveries and foreign currency translation.
(2)  Provision to increase EPA groundwater remediation reserve
(3)  Expenditures made for reserved items.

EX-10

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT ("Agreement") made and entered into as of this 31st day of May 2002 by and between RICHARDSON ELECTRONICS, LTD., a Delaware corporation with its principal place of business located at 40W267 Keslinger Road, P.O. Box 393, LaFox, IL 60147-0393 (the "Employer"), and DARIO SACOMANI, an individual whose current residence address is 10457 E. Sunnyside Drive, Scotttsdale AZ 85259 ("Employee").

RECITALS

WHEREAS, the Employer desires to employ Employee as its Senior Vice President-Chief Financial Officer upon the terms and conditions stated herein; and

WHEREAS, Employee desires to be so employed by the Employer at the salary and benefits provided for herein; and

WHEREAS, Employee acknowledges and understands that during the course of his employment, Employee has and will become familiar with certain confidential information of the Employer which provides Employer with a competitive advantage in the marketplace in which it competes, is exceptionally valuable to the Employer, and is vital to the success of the Employer's business; and

WHEREAS, the Employer and Employee desire to protect such confidential information from disclosure to third parties or its use to the detriment of the Employer; and

WHEREAS, the Employee acknowledges that the likelihood of disclosure of such confidential information would be substantially reduced, and that legitimate business interests of the Employer would be protected, if Employee refrains from competing with the Employer and from soliciting its customers and employees during and following the term of the Agreement, and Employee is willing to covenant that he will refrain from such actions.

NOW THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the parties hereto acknowledge and agree as follows:

ARTICLE ONE

NATURE AND TERM OF EMPLOYMENT

1.01 Employment. The Employer hereby agrees to employ Employee and Employee hereby accepts employment as the Employer's Senior Vice President and Chief Financial Officer. Employee shall also be a member of Employer's Board of Directors.

1.02 Term of Employment. Employee's employment pursuant to this Agreement shall commence on June 17, 2002 or such earlier date as may be agreed upon by Employee and the Employer and, subject to the other provisions of this Agreement, the term of such employment (the "Employment Term") shall continue for three (3) years from such commencement date; thereafter, unless such employment of Employee has been previously terminated pursuant to the provisions of this Agreement, the Employment Term, this Agreement (including all of its terms and provisions) and Employee's employment hereunder shall automatically renew and continue indefinitely.

1.03 Duties. Employee shall perform such managerial duties and responsibilities as may be assigned by the Chairman of the Board/CEO, or such other person as the Employer may designate from time to time and Employee will adhere to the policies and procedures of the Employer, including, without limitation, its Code of Conduct, and will follow the supervision and direction of Employer=s Chairman of the Board/CEO in the performance of such duties and responsibilities. Employee agrees to devote his full working time, attention and energies to the diligent and satisfactory performance of his duties hereunder and to developing and improving the business and best interests of the Company. Employee will use all reasonable efforts to promote and protect the good name of the Company and will comply with all of his obligations, undertakings, promises, covenants and agreements as set forth in this Agreement. Employee will not, during the Employment Term or during any period during which Employee is receiving payments pursuant to Article 2 and/or Section 5.04, engage in any activity which would have, or reasonably be expected to have, an adverse affect on the Employer's reputation, goodwill or business relationships or which would result, or reasonably be expected to result, in economic harm to the Employer.

ARTICLE TWO

COMPENSATION AND BENEFITS

For all services to be rendered by Employee in any capacity hereunder (including as an officer, director, committee member or otherwise of the Employer or any parent or subsidiary thereof or any division of any thereof) on behalf of the Employer, the Employer agrees to pay Employee so long as he is employed hereunder, and the Employee agrees to accept, the compensation set forth below.

2.01 Base Salary. During the term of Employee's employment hereunder, the Employer shall pay to Employee an annual base salary ("Base Salary") at the rate of Two Hundred Eighty Thousand and 00/100 Dollars ($280,000.00), payable in installments as are customary under the Employer's payroll practices from time to time. The Employer at its sole discretion may, but is not required to, review and adjust the Employee's Base Salary from year to year; provided, however, that, except as may be expressly consented otherwise in writing by Employee, Employer may not decrease Employee=s Base Salary. No additional compensation shall be payable to Employee by reason of the number of hours worked or by reason of hours worked on Saturdays, Sundays, holidays or otherwise.

2.02 Incentive Plan. During the term of the Employee's employment hereunder, the Employee shall be a participant in the Corporate Incentive Plan, as modified from time to time (the "Annual Incentive Plan") and paid a bonus ("Bonus") pursuant thereto. The Employee's "target bonus percentage" for purposes of the Annual Incentive Plan shall be fifty percent (50%). Such Bonus shall be determined and paid strictly in accordance with the Annual Incentive Plan as modified or reduced by Employer at its discretion, and for any partial fiscal year the Bonus shall be computed and paid only for the portion of the fiscal year Employee is employed hereunder.

2.03 Auto Allowance. During the term of the Employee's employment hereunder, the Employee shall be paid an auto allowance of $1,000 per month.

2.04 Initial Sock Award and Option. On the commencement date of Employee's employment under this agreement he will be granted a Restricted Stock Award under the Employer's Incentive Compensation Plan for the number of shares of Employer's Common Stock that is equal to $150,000 divided by the closing price of the stock, as reported by NASDAQ for such date, that will vest in three equal annual installments over three years. In addition on such date Employee will be granted a Stock Option under Employer's Incentive Compensation Plan for 50,000 shares at the same price set forth in the preceding sentence that will vest in three equal annual installments over three years.

2.05 Other Benefits. Employer will provide Employee such benefits (other than bonus, auto allowance, severance and cash incentive compensation benefits) as are generally provided by the Employer to its other employees, including but not limited to, health/major medical insurance, dental insurance, disability insurance, life insurance, sick days and other employee benefits (collectively "Other Benefits"), all in accordance with the terms and conditions of the applicable Other Benefits Plans as in effect from time to time. Nothing in this Agreement shall require the Employer to maintain any benefit plan, nor prohibit the Employer from modifying any such plan as it sees fit from time to time. It is only intended that Employee shall be entitled to participate in any such plan offered for which he may qualify under the terms of any such plan as it may from time to time exist, in accordance with the terms thereof.

2.06 Disability. Any compensation Employee receives under any disability benefit plan provided by Employer during any period of disability, injury or illness shall be in lieu of the compensation which Employee would otherwise receive under Article Two during such period of disability, injury or sickness.

2.07 Withholding. All salary, bonus and other payments described in this Agreement shall be subject to withholding for federal, state or local taxes, amounts withheld under applicable benefit policies or programs, and any other amounts that may be required to be withheld by law, judicial order or otherwise.

ARTICLE THREE

CONFIDENTIAL INFORMATION

RECORDS AND

REPUTATION

3.01 Definition of Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall mean all of the following materials and information (whether or not reduced to writing and whether or not patentable) to which Employee receives or has received access or develops or has developed in whole or in part as a direct or indirect result of his employment with Employer or through the use of any of Employer's facilities or resources:

(1) Marketing techniques, practices, methods, plans, systems, processes, purchasing information, price lists, pricing policies, quoting procedures, financial information, customer names, contacts and requirements, customer information and data, product information, supplier names, contacts and capabilities, supplier information and data, and other materials or information relating to the manner in which Employer, its customers and/or suppliers do business;

(2) Discoveries, concepts and ideas, whether patentable or not, or copyrightable or not, including without limitation the nature and results of research and development activities, processes, formulas, techniques, "know-how," designs, drawings and specifications;

(3) Any other materials or information related to the business or activities of Employer which are not generally known to others engaged in similar businesses or activities or which could not be gathered or obtained without significant expenditure of time, effort and money; and

(4) All inventions and ideas that are derived from or relate to Employee's access to or knowledge of any of the above enumerated materials and information.

The Confidential Information shall not include any materials or information of the types specified above to the extent that such materials or information are publicly known or generally utilized by others engaged in the same business or activities in the course of which Employer utilized, developed or otherwise acquired such information or materials and which Employee has gathered or obtained (other than on behalf of the Employer) after termination of his employment with the Employer from such other public sources by his own expenditure of significant time, effort and money after termination of his employment with the Employer. Failure to mark any of the Confidential Information as confidential shall not affect its status as part of the Confidential Information under the terms of this Agreement.

3.02 Ownership of Confidential Information. Employee agrees that the Confidential Information is and shall at all times remain the sole and exclusive property of Employer. Employee agrees immediately to disclose to Employer all Confidential Information developed in whole or part by him during the term of his employment with Employer and to assign to Employer any right, title or interest he may have in such Confidential Information.

Without limiting the generality of the foregoing, every invention, improvement, product, process, apparatus, or design which Employee may take, make, devise or conceive, individually or jointly with others, during the period of his employment by the Employer, whether during business hours or otherwise, which relates in any manner to the business of the Employer either now or at any time during the period of his employment), or which may be related to the Employer in connection with its business (hereinafter collectively referred to as AInvention@) shall belong to and be the exclusive property of the Employer and Employee will make full and prompt disclosure to the Employer of every Invention. Employee will assign to the Employer, or its nominee, every Invention and Employee will execute all assignments and other instruments or do cuments and do all other things necessary and proper to confirm the Employer=s right and title in and to every Invention; and Employee will perform all proper acts within his power necessary or desired by the Employer to obtain letters patent in the name of the Employer (at the Employer=s expense) for every Invention in whatever countries the Employer may desire, without payment by the Employer to Employee of any royalty, license fee, price or additional compensation.

3.03. Non Disclosure of Confidential Information. Except as required in the faithful performance of Employee's duties hereunder (or as required by law), during the term of his employment with Employer and for a period after the termination of such employment until the Confidential Information no longer meets the definition set forth above of Confidential Information with respect to Employee, Employee agrees not to directly or indirectly reveal, report, publish, disseminate, disclose or transfer any of the Confidential Information to any person or entity, or utilize for himself or any other person or entity any of the Confidential Information for any purpose (including, without limitation, in the solicitation of existing Employer customers or suppliers), except in the course of performing duties assigned to him by Employer. Employee further agrees to use his best endeavors to prevent the use for himself or others, or dissemination, publication, revealing, reporting or disclosure of, any Confidential Information.

3.04 Protection of Reputation. Employee agrees that he will at no time, either during his employment with the Employer or at any time after termination of such employment, engage in conduct which injures, harms, corrupts, demeans, defames, disparages, libels, slanders, destroys or diminishes in any way the reputation or goodwill of the Employer, its subsidiaries, or their respective shareholders, directors, officers, employees, or agents, or the services provided by the Employer or the products sold by the Employer, or its other properties or assets, including, without limitation, its computer systems hardware and software and its data or the integrity and accuracy thereof.

3.05 Records and Use of Employer Facilities. All notes, data, reference materials, memoranda and records, including, without limitation, data on the Employer's computer system, computer reports, products, customers and suppliers lists and copies of invoices, in any way relating to any of the Confidential Information or Employer's business (in whatever form existing, including, without limit, electronic) shall belong exclusively to Employer, and Employee agrees to maintain them in a manner so as to secure their confidentiality and to turn over to Employer all copies of such materials (in whole or in part) in his possession or control at the request of Employer or, in the absence of such a request, upon the termination of Employee's employment with Employer. Upon termination of Employee's employment with Employer, Employee shall immediately refrain from seeking access to Employer's (a) telephonic voice mail, E-mail or message systems, (b) computer system and (c) computer data bas es and software. The foregoing shall not prohibit Employee from using Employer=s public Internet (not intranet) site.

ARTICLE FOUR

NON-COMPETE AND NON-SOLICITATION COVENANTS

4.01 Non-Competition and Non-Solicitation. Employee acknowledges that it may be very difficult for him to avoid using or disclosing the Confidential Information in violation of Article Three above in the event that he is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which he is employed by the Employer. Accordingly, Employee agrees that he will not, during the term of employment with Employer and, if Employee voluntarily terminates his employment hereunder without Good Reason (as hereinafter defined), or if Employer terminates his employment for Cause, for a period of one (1) year after the termination of such employment, irrespective of the time, manner or cause of such termination, directly or indirectly (whether or not for compensation or profit):

(1) Engage in any business or enterprise the nature of any part of which is competitive with any part of that of the Employer (a "Prohibited Business"); or

(2) Participate as an officer, director, creditor, promoter, proprietor, associate, agent, employee, partner, consultant, sales representative or otherwise, or promote or assist, financially or otherwise, or directly or indirectly own any interest in any person or entity involved in any Prohibited Business; or

(3) Canvas, call upon, solicit, entice, persuade, induce, respond to, or otherwise deal with, directly or indirectly, any individual or entity which, during Employee's term of employment with the Employer, was or is a customer or supplier, or proposed customer or supplier, of the Employer whom Employee called upon or dealt with, or whose account Employee supervised, for any of the following purposes:

(a) to purchase (with respect to customers) or to sell (with respect to suppliers) products of the types or kinds sold by the Employer or which could be substituted for (including, but not limited to, rebuilt products), or which serve the same purpose or function as, products sold by the Employer (all of which products are herein sometimes referred to, jointly and severally, as "Prohibited Products"), or

(b) to request or advise any such customer or supplier to withdraw, curtail or cancel its business with the Employer; or

(4) For himself or for or through any other individual or entity call upon, solicit, entice, persuade, induce or offer any individual who, during Employee=s term of employment with the Employer, was an employee or sales representative or distributor of the Employer, employment by, or representation as sales agent or distributor for, any one other than the Employer, or request or advise any such employee or sales agent or distributor to cease employment with or representation of the Employer, and Employee shall not approach, respond to, or otherwise deal with any such employee or sales representative or distributor of Employer for any such purpose, or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.

4.02 Obligation Independent Each obligation of each subparagraph and provision of Section 4.01 shall be independent of any obligation under any other subparagraph or provision hereof or thereof.

4.03 Public Stock Nothing in Section 4.01, however, shall prohibit Employee from owning (directly or indirectly through a parent, spouse, child or other relative or person living in the same household with Employee or any of the foregoing), as a passive investment, up to 1% of the issued and outstanding shares of any class of stock of any publicly traded company.

4.04 Business Limitation If, at the termination of Employee=s employment and for the entire period of twelve (12) months prior thereto his duties and responsibilities are limited by the Employer so that he is specifically assigned to, or responsible for, one or more divisions, subsidiaries or business units of the Employer, then subparagraphs (1) through (3) of Section 4.01 shall apply only to any business which competes with the business of such divisions, subsidiaries or business units.

4.05 Area Limitation If at the termination of Employee=s employment and for the entire period of twelve (12) months prior thereto he or she has responsibility for only a designated geographic area, then subparagraphs (1) through (3) of Section 4.01 shall apply only within such area.

ARTICLE FIVE

TERMINATION

5.01 Termination by Employer for Cause. The Employer shall have the right to terminate Employee's employment at any time for "cause." Prior to such termination, the Employer shall provide Employee with written notification of any and all allegations constituting "cause" and the Employee shall be given five (5) working days after receipt of such written notification to respond to those allegations in writing. Upon receipt of the Employee's response, the Employer shall meet with the Employee to discuss the allegations.

For purposes hereof, "cause" shall mean (i) an act or acts of personal dishonesty taken by the Employee and intended to result in personal enrichment of the Employee, (ii) material violations by the Employee of the Employee's obligations or duties under, or any terms of, this Agreement, which are not remedied in a reasonable period (not to exceed ten (10) days) after receipt of written notice thereof from the Employer, (iii) any violation by the Employee of any of the provisions of Articles Three or Four, or (iv) Employee being charged, indicted or convicted (by trial, guilty or no contest plea or otherwise) of (a) a felony, (b) any other crime involving moral turpitude, or (c) any violation of law which would impair the ability of the Employer or any affiliate to obtain any license or authority to do any business deemed necessary or desirable for the conduct of its actual or proposed business.

5.02 Termination by Employer Because of Employee's Disability, Injury or Illness. The Employer shall have the right to terminate Employee's employment if Employee is unable to perform the duties assigned to him by the Employer because of Employee's disability, injury or illness, provided however, such inability must have existed for a total of one hundred eighty (180) consecutive days before such termination can be made effective. Any compensation Employee receives under any disability benefit plan provided by Employer during any period of disability, injury or illness shall be in lieu of the compensation which Employee would otherwise receive under Article Two during such period of disability, injury or sickness.

5.03 Termination as a Result of Employee's Death. The obligations of the Employer to Employee pursuant to this Agreement shall automatically terminate upon Employee's death.

5.04 Termination by Employer for any Other Reason. The Employer shall have the right to terminate Employee's employment at any time for any reason upon six (6) months prior written notice to Employee. If Employee's employment is terminated by the Employer during the Employment Term for any reason other than the reason set forth in Sections 5.01, 5.02 or 5.03 above, the Employer shall continue to pay to Employee for a period of twelve (12) months after termination, an amount equal to one hundred percent (100%) of his then current Base Salary in installments on the same dates as the Employer makes payroll payments under its customary practice and an amount equal to the Bonus pursuant to the Annual Incentive Plan he received for the twelve month period preceding such termination of employment . Employee shall also receive Bonus pursuant to the Annual Incentive Plan for the year in which such termination occurs prorated and accrued to the date of termination. In such case Employe e shall not be entitled to receive, unless otherwise required by law, any subsequent Other Benefits. In addition, in the event of any such termination, all Options and Restricted Stock Awards that shall have been granted to Employee shall fully and immediately vest.

5.05 Termination by Employee for Good Reason. The Employee shall have the right to terminate Employee's employment for Good Reason upon written notice to Employer. If Employee so terminates his employment, the Employer shall pay Employee the same amounts required for a termination by Employer under Section 5.04 and all Options and Restricted Stock that shall have been granted to Employee shall fully and immediately vest and become exercisable. In addition, if the termination for Good Reason occurs within two (2) years after a Change of Control, the cash payment provided for in Section 5.04 shall be doubled. For purposes of this Section: (a) "Good Reason" shall mean: (i) a material breach of this Agreement by Employer; (ii) a material diminution of the Employee's duties and responsibilities hereunder; (iii) the failure by Employer to elect Employee to the position of Senior Vice President and Chief Financial Officer and retain him in such position for the term; (iv) the failure by Employer to nominate Employee for election and reelection to the Board throughout the term; or (v) any reduction in Base Salary; provided that in either (i) or (ii) above, the Executive shall notify Employer within thirty (30) days after the event or events which the Employee believes constitute Good Reason hereunder and shall describe in such notice in reasonable detail such event or events and provide Employer a reasonable time to cure such breach or diminution (not to exceed thirty (30) days); and (b) "Change of Control" shall mean the occurrence of any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions, directly or indirectly) of all or substantially all of the assets of Employer to any person or group of related persons for purposes of Section 13(d) of the Securities Exchange Act of 1934 (a "Group"), together with any affiliates thereof; (ii) the approval by the holders of capital stock of Employer o f any plan or proposal for the liquidation or dissolution of the Company; (iii) any person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more of the aggregate voting power of the issued and outstanding stock (the "Voting Stock") of Employer than are then owned, directly or indirectly, beneficially or of record by Edward J. Richardson and his affiliates; (iv) the replacement of a majority of the Board over a two-year period from the directors who constituted such board at the beginning of such period, and such replacement shall not have been approved by a vote of at least a majority of the Board then still in office who either were members of such Board at the beginning of such two-year period; (v) any person or Group shall have acquired the power to elect a majority of the members of the Board; (vi) a merger or consolidation of Employer with another entity in which holders of the common stock of Employer immediately prior to the consummation of the transaction hold, directly or indirectly, immediately following the consummation of the transaction less than 50% of the common equity interest in the surviving corporation in such transaction.

5.06 Termination by Employee without Good Reason. Subject to the provisions of Articles Three and Four above, Employee may terminate his employment by the Employer at any time by sixty (60) days prior written notice to Employer. If Employee gives such notice Employer may, by written notice to Employee given at any time after Employee's notice, terminate Employee's employment immediately. If Employee's employment is terminated under this Section 5.05, the Employer shall be obligated to continue to pay to Employee his then current Base Salary, Bonus and Other Benefits accrued up to and including the date on which Employee's employment is so terminated, however, Employee and the Employer acknowledge and agree to the fullest extent permitted by law, that Employee shall forfeit, and the Employer shall not be responsible to pay or fund, directly or indirectly, any accrued but unpaid accumulated but unpaid sick leave; accumulated but unpaid vacation time; deferred compensation ; severance pay or benefits; any and all benefits which are accrued but not vested under any pension, profit sharing or other qualified retirement plan and all service credits under each such plan (subject to any reinstatement of such credits upon future reemployment with the Employer in accordance with federal law); and right to post-employment coverage under any health, insurance or other welfare benefit plan, including rights arising under Title X of COBRA or any similar federal or state law (except that continuation coverage rights of Employee's spouse and other dependents, if any, under such plans or laws shall be forfeited only with their consent); or any Other Benefits, if any, provided to Employee under any policy, program or plan of the Employer not specifically described above, after the date of termination to which Employee might otherwise be entitled under this Agreement but for his resignation.

ARTICLE SIX

REMEDIES

6.01 Employee agrees that he will at no time, either during his employment with the Employer or at any time after termination of such employment, engage in conduct which injures, harms, corrupts, demeans, defames, disparages, libels, slanders, destroys or diminishes in any way the reputation or goodwill of the Employer, its subsidiaries, or their respective shareholders, directors, officers, employees, or agents, or the services provided by the Employer or the products sold by the Employer, or its other properties or assets, including, without limitation, its computer systems hardware and software and its data or the integrity and accuracy thereof.

3.05 Records and Use of Employer Facilities. All notes, data, reference materials, memoranda and records, including, without limitation, data on the Employer's computer system, computer reports, products, customers and suppliers lists and copies of invoices, in any way relating to any of the Confidential Information or Employer's business (in whatever form existing, including, without limit, electronic) shall belong exclusively to Employer, and Employee agrees to maintain them in a manner so as to secure their confidentiality and to turn over to Employer all copies of such materials (in whole or in part) in his possession or control at the request of Employer or, in the absence of such a request, upon the termination of Employee's employment with Employer. Upon termination of Employee's employment with Employer, Employee shall immediately refrain from seeking access to Employer's (a) telephonic voice mail, E-mail or message systems, (b) computer system and (c) computer data bas es and software. The foregoing shall not prohibit Employee from using Employer=s public Internet (not intranet) site.

ARTICLE SEVEN

MISCELLANEOUS

7.01 Assignment. Employee and Employer acknowledge and agree that the covenants, terms and provisions contained in this Agreement constitute a personal employment contract and the rights and obligations of the parties thereunder cannot be transferred, sold, assigned, pledged or hypothecated, excepting that the rights and obligations of the Employer under this Agreement may be assigned or transferred pursuant to a sale of the business, merger, consolidation, share exchange, sale of substantially all of the Employer's assets or of the business unit or division for which Employee is performing services, or other reorganization described in Section 368 of the Code, or through liquidation, dissolution or otherwise, whether or not the Employer is the continuing entity, provided that the assignee, or transferee is the successor to all or substantially all of the assets of the Employer or of the business unit or division for which Employee is performing services and such assignee or tra nsferee assumes the rights and duties of the Employer, if any, as contained in this Agreement, either contractually or as a matter of law.

7.02 Severability. Should any of Employee's obligations under this Agreement or the application of the terms or provisions of this Agreement to any person or circumstances, to any extent, be found illegal, invalid or unenforceable in any respect, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain enforceable in accordance with their terms, or the application of such terms or provisions to persons or circumstances other than those to which it is held illegal, invalid or unenforceable. Despite the preceding sentence, should any of Employee's obligations under this Agreement be found illegal, invalid or unenforceable because it is too broad with respect to duration, geographical or other scope, or subject matter, such obligation shall be deemed and construed to be reduced to the maximum duration, geographical or other scope, and subject matter allowable under applicable law.

The covenants of Employee in Articles Three and Four and each subparagraph of Section 4.01 are of the essence of this Agreement; they shall be construed as independent of any other provision of this Agreement; and the existence of any claim or cause of action of Employee against the Employer, whether predicated on the Agreement or otherwise shall not constitute a defense to enforcement by the Employer of any of these covenants. The covenants of Employee shall be applicable irrespective of whether termination of employment hereunder shall be by the Employer or by Employee, whether voluntary or involuntary, or whether for cause or without cause.

7.03 Notices. Any notice, request or other communication required to be given pursuant to the provisions hereof shall be in writing and shall be deemed to have been given when delivered in person or three (3) days after being deposited in the United States mail, certified or registered, postage prepaid, return receipt requested and addressed to the party at its or his last known addresses. The address of any party may be changed by notice in writing to the other parties duly served in accordance herewith.

7.04 Waiver. The waiver by the Employer or Employee of any breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition hereof. Failure by any party to claim any breach or violation of any provision of this Agreement shall not constitute a precedent or be construed as a waiver of any subsequent breaches hereof.

7.05 Continuing Obligation. The obligations, duties and liabilities of Employee pursuant to Articles Three and Four of this Agreement are continuing, absolute and unconditional and shall remain in full force and effect as provided herein and survive the termination of this Agreement.

7.06 No Conflicting Obligations or Use. Employer does not desire to acquire from Employee any secret or confidential know-how or information which he may have acquired from others nor does it wish to cause a breach of any non compete or similar agreement to which Employee may be subject. Employee represents and warrants that (i) other than for this Agreement, he is not subject to or bound by any confidentiality agreement or non disclosure or non compete agreement or any other agreement having a similar intent, effect or purpose, and (ii) he is free to use and divulge to Employer, without any obligation to or violation of any right of others, any and all information, data, plans, ideas, concepts, practices or techniques which he will use, describe, demonstrate, divulge, or in any other manner make known to Employer during the performance of services

7.07 Attorneys Fees. In the event that Employee has been found to have violated any of the terms of Articles Three or Four of this Agreement either after a preliminary injunction hearing or a trial on the merits or otherwise, Employee shall pay to the Employer the Employer's costs and expenses, including attorneys fees, in enforcing the terms of Articles Three or Four of this Agreement.

7.08 Advise New Employers. During Employee=s employment with the Employer and for one (1) year thereafter, Employee will communicate the contents of Articles Three and Four to any individual or entity which Employee intends to be employed by, associated with, or represent which is engaged in a business which is competitive to the business of Employer.

7.09 Captions. The captions of Articles and Sections this Agreement are inserted for convenience only and are not to be construed as forming a part of this Agreement.

EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY UNDERSTANDS EACH AND EVERY PROVISION OF THE FOREGOING AND DOES HEREBY ACCEPT AND AGREE TO THE SAME.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

\s\Dario Sacomani________________________ By: \s\Edward J. Richardson , CEO

Title:

EXHIBIT A

ANNUAL INCENTIVE PLAN

Richardson Electronics, Ltd.

Corporate Bonus Plan - Level A

FY02

This Plan is established to award bonuses to eligible participants based on Corporate results and the individual's contribution to those results in a particular area of accountability. The Plan is described under the following sections:

Eligible Participants

Award Components

Bonus Opportunity

Bonus Calculation

Eligible Participants

Eligible participants include key officer positions who are recommended and approved by the COO or CEO. The participant must be employed on the date that bonus payments are made.

Officer positions eligible for participation include:

Finance

Human Resources

Information Systems

Legal

Marketing Operations

Logistics

Award Components

1. Overall Corporate Performance: Participants will be measured in part by REL's overall performance. This will be expressed in terms of Earnings Per Share for Officers, as established annually by the CEO and COO. The Corporation's EPS target for FY02 is $1.41.

2. Individual Performance: A portion of each participant's bonus award will be determined by personal accomplishment against objectives established for the particular functional area of responsibility.

Performance objectives are to be established and agreed upon by the participant and the COO or CEO.

The individual performance bonus payment will be based on the manager's evaluation of performance results as related to objectives completed during the year.

Bonus Opportunity

		Weighting
Position	Bonus as % of Base Salary	Corporate Results	Individual Performance
Officer reporting directly to COO or CEO	50%	50%	50%

Bonus Calculation

50% of the bonus opportunity is based on Corporate results (EPS), paid quarterly, based on actual results achieved as a % of target EPS.

50% of the bonus opportunity is based on individual performance results, with one-third, representing fully satisfactory performance, paid quarterly.

When Corporate results and individual performance are fully appraised at year end, any bonus difference generated by this appraisal will be paid to the participant.

There is no guarantee that any portion of the bonus plan will be paid to the participant. All payments will be made solely on the basis of actual performance results.

Calculation Example: Opportunity of 50% of Base Salary

Award Components	Opportunity	Actual Result	Award as % of Base Salary
Corporate results	25%	100%	25.0%
Individual results	25%	90%	22.5%
Total bonus as % of base salary	50%		47.5%

Administration

The Plan is administered by the Senior Vice President, Human Resources.

Joeg\bonus\fy02\FY02 Plan A 50.DOC

EX-10

AGREEMENT

RICHARDSON ELECTRONICS, LTD., whose principal office is located at 40W267 Keslinger Road, PO Box 393, LaFox, Illinois 60147-0393 (together with its subsidiaries, the "Company"), and WILLIAM J. GARRY of 2310 Brookside Lane, Aurora, Illinois 60504 (the "Employee").

WHEREAS, the Employee has been an executive officer of the Company for several years and the parties agree that Employee's employment with the Company as an executive officer, particularly as Chief Financial Officer and Senior Vice President, is to be terminated and the Employee will be continue to be employed as a non-officer employee of the Company for the period of time herein specified and that the payments provided herein shall be in lieu of any payments under any Company policy relating to termination of Employee's employment as an executive officer and eventually as an employee at the expiration of employment term provided herein and to resolve and settle all possible claims the Employee may have against or with respect to the Company;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. The Company and the Employee agree that the Employee's employment with the Company as an executive officer and any other officer position with the Company will cease and terminate on the close of business on May 31, 2002 (the "Termination Date") and Employee hereby resigns as a member of the Board of Directors of the Company and any committee thereof and from all director and officer positions with any subsidiary, direct or indirect, of the Company, in each case effective as of the Termination Date.

2. Employee shall be entitled to payment of his compensation and benefits, including bonus, as presently being paid through the Termination Date.

3. In consideration of Employee's service with the Company as an executive officer and his other promises and agreements made in this Agreement and in full settlement of any and all claims that the Employee may have against the Company, its successors, assigns, affiliates, or any of its officers, directors, shareholders, employees, agents or representatives, for compensation or otherwise in connection with his past employment or termination of his employment as an officer of the Company, the Company agrees to provide the Employee with the following in addition to the compensation referred to in paragraph 2. above:

1. EIGHTEEN THOUSAND ONE HUNDRED ONE AND 29/100THS DOLLARS ($18,101.29) per month for 7 months beginning November 2002 through May 2003, payable monthly in arrears with the first payment being on November 29, 2002 and continuing to be paid on the last day of December 2002, January 2003, February 2003, March 2003, April 2003 and May 2003, which shall be the final payment, provided, however, that the Employee's right to receive and the Company's obligation to make such payment shall cease in the event of Employee's breach of paragraphs 5, 8, 9 or 10 below
2. Installments of THIRTEEN THOUSAND EIGHT HUNDRED SIXTY EIGHT AND 25/100THS DOLLARS ($13,868.25) each, payable on August 30, 2002, November 29, 2002, February 28, 2003 and May 30, 2003, provided, however, that the Employee's right to receive and the Company's obligation to make such payment shall cease in the event of Employee's breach of paragraphs 5, 8, 9 or 10 below;
3. An amount equal to the amount, if any, that is paid to Employee as Bonus for that portion of his Bonus for the 4^th quarter of the Company's fiscal year ended May 31, 2002 due to the Company's earnings per share, payable on May 30, 2003, provided, however, that the Employee's right to receive and the Company's obligation to make such payment shall cease in the event of Employee's breach of paragraphs 5, 8, 9 or 10 below;
4. Indemnification, including for related legal costs, as provided under and in accordance with the Company's by-laws for all action of Employee in any capacity during the course of his employment with the Company and will continue to name Employee on the Company's Directors and Officers Liability Insurance if carried by the Company.

4. The parties agree that after the Termination Date, Employee will continue to be employed with the Company as a non-officer to work on such matters as may be directly requested by, and under the direct supervision of, Edward J. Richardson through the period from the Termination Date until October 28, 2002. Such requested work shall take into consideration the Employee's health, residence, and personal circumstances, including, without limitation, other employment in which he may be engaged. Employee shall not be required to report to any office to perform his work unless specifically requested by Edward J. Richardson and, except by mutual agreement, shall not be required to perform such work at a location that is beyond 50 miles of his then residence. Employee's unavailability for work as provided in this paragraph 4 due to health or other reasons shall not terminate the Company's obligation to make the payments provided for in subparagraph 4(a) below. In consideration for the pro mises made by the Employee in this paragraph 4 and subsequent paragraphs, the Company agrees to provide the Employee with the following in addition to the payments referred to in paragraphs 2 and 3 above:

(a) Compensation of NINETY TWO THOUSAND SEVEN HUNDRED NINETY ONE AND NO/100THS DOLLARS ($92,791.00) for the period from June 1, 2002 through October 28, 2002, or such earlier date as the obligation to make such payment shall cease, payable in such installments on and as the regular pay periods of the Company for such period, provided, however, that the Employee's right to receive and the Company's obligation to make such payment shall cease in the event of Employee's breach of paragraphs 5, 8, 9 or 10 below. Employee acknowledges and agrees that such aggregate amount as the Company is obligated to pay under this subparagraph (a) shall be full compensation for all services rendered to Company after the Termination Date through October 31, 2002 and shall be in lieu of any payments under any Company policy relating to termination of Employee's employment at the expiration of the employment term provided in this paragraph 4;

(b) During the employment period provided in this paragraph 4, Employee shall be entitled to participate in and receive other employee benefits of medical, dental, life, accidental death and dismemberment and disability insurance on the same terms as other employees, but shall not be entitled to participate in or receive profit sharing, vacation or bonus benefits for such period, and Employee hereby waives all rights to such benefits. Should Employee at anytime be deemed entitled to any such benefits by law, rule or regulation Employee shall pay to or reimburse the Company for the entire cost and expense of or related to such benefits;

(c) Notwithstanding (b) above, (i) the Restricted Stock Award granted to Employee on October 6, 1998 under the Richardson Electronics, Ltd. Employees 1996 Incentive Compensation Plan (originally 5,000 shares) to the extent not previously vested shall fully vest and be free of any further restriction on October 27, 2002, and (ii) Options previously granted to Employee under the Company's various stock option or incentive compensation plans shall continue to be exercisable or become exercisable in accordance with the terms thereof through termination of Employee's employment under this paragraph 4 and on January 29, 2003 Employee's right to exercise any vested options not previously exercised and all unvested options shall terminate and be cancelled; and

(d) Indemnification, including for related legal costs, as provided under the Company's by-laws for all action of Employee in any capacity during the course of his employment with the Company after the Termination Date and will continue to name Employee on the Company's Directors and Officers Liability Insurance if carried by the Company.

5. The payments provided for in subparagraphs 3 and 4 above shall be payable if and when but not unless, the Employee shall without additional compensation, fee, or other payment by the Company;

(a) Refrain (independently of and without reference to paragraph 10 hereof), after the expiration of a period of thirty (30) days from the mailing to him of written notice by the Secretary of the Company of a direction to do so, from engaging in the operation or management of a business, whether as owner, shareholder, partner, officer, employee or otherwise, which then shall be one in which the Employee could not engage without being in violation of his obligations not to compete as provided in paragraph 10 hereof;

(b) Refrain (independently of and without reference to paragraph 9 hereof) from disclosing to unauthorized persons information relative to the business, properties, products, technology or other assets of the Company or any of its subsidiaries which he shall have reason to believe is confidential; and

(c) Refrain (independently of and without reference to paragraph 8 hereof) from otherwise acting or conducting himself in a manner which he shall have reason to believe is inimical or contrary to the best interests of the Company.

In the event that the Employee shall fail to comply with any provision of this paragraph 5, the Company's obligation to make any further payment provided for in subparagraph 3 or 4 above shall forthwith terminate and cease.

6. The consideration from the Company set forth above constitutes full settlement of any and all claims that the Employee may have against the Company, its successors, assigns, affiliates, or any of its officers, directors, shareholders, employees, agents or representatives, for compensation or otherwise in connection with termination of his employment after the Termination Date, except for any and all claims arising out of the performance by the Company of this Agreement, including, but not limited to, rights under the Company's profit sharing and employee stock ownership plans.

7. In further consideration for the promises made by the Company herein, the Employee, on behalf of himself, his agents, assignees, attorneys, heirs, executors, and administrators, fully releases the Company, and its successors, assigns, parents, subsidiaries, divisions, affiliates, officers, directors, shareholders, employees, agents and representatives, from any and all liability, claims, demands, actions, causes of action, suits, grievances, debts, sums of money, controversies, agreements, promises, damages, back and front pay, costs, expenses, attorneys' fees, and remedies of any type, by reason of any matter, act or omission arising out of or in connection with the Employee's employment with or termination by the Company, including but not limited to claims, demands or actions under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Civil Rights Act of 1986, the Illinois Human Rights Act, any other federal, state or local statute or regulation regarding employment, discrimination in employment, or the termination of employment, and the common law of any state relating to employment contracts, public policy torts, wrongful discharge, or any other matter, including, without limitation, claims, demands or actions under the False Claims Act or any qui tam rights, except, however, any and all claims arising out of the performance by the Company of this Agreement (the "Released Claims").

8. Employee agrees that he will at no time engage in conduct which injures, harms, destroys, corrupts, demeans, defames, libels, slanders, destroys or diminishes in any way the reputation or goodwill of the Company, its subsidiaries, or their respective shareholders, directors, officers, employees, or agents or the products sold by the Company, or its other properties or assets. Nor will Employee cause any computer bugs to the Company's computer system, database or software. Employee agrees to cooperate with and assist the Company, including, without limit executing requested documents, with respect to any matters or things that relate to the matters on which he worked or for which he was responsible, including, without limit, the financial statements and records of the Company for the period of his employment with the Company. The Company agrees that at no time hereafter will it defame, libel or slander the Employee.

9. The Employee shall not (except in the proper course of his duties to the Company) either during the period of his employment with the Company or thereafter make use of, disseminate or divulge to any person, firm, company, association or other entity, and shall use his best endeavors to prevent the use, dissemination, publication or disclosure of, any information, knowledge or data disclosed to Employee or known by Employee as a consequence of or through his employment or relationship with the Company or any of its predecessors or subsidiaries (including information, knowledge or data conceived, originated, discovered or developed by Employee) not generally known in the business of manufacturing or distributing electron tubes, closed circuit television products, semiconductors, or data display products, whether patentable or not, about the Company's or its predecessors' or subsidiaries' businesses, products, processes and services, including without limitation information relating to financial matters, manufacturing, purchasing, sales, research, development, methods, policies, procedures, technology, techniques, processes, know-how, designs, drawings, specifications, systems, practices, merchandising, suppliers or customers, including, without limitation, customer lists, information or data. It is not intended to limit or restrict Employee's right to utilize information, ideas, concepts or structures of a general nature so long as they are not used in a business competitive with that of the Company. The failure to mark any of the information confidential or proprietary shall not affect its status as such under this Agreement.

10. It is agreed that:

(a) Independent of any obligation under any other paragraph or subparagraph hereof or any other agreement, Employee agrees that during the period ending May 31, 2003, he will not, except with the approval of the Chairman of the Board or President of the Company, directly or indirectly (whether or not for compensation or profit) through any other individual or entity whether as an officer, director, shareholder, creditor, partner, promoter, proprietor, associate, employee, owner, agent, representative or otherwise, become or be interested in, or associated with, any individual or entity, other than the Company, engaged in any business or enterprise the nature of which is competitive with that of the Company in the sale of electron tubes, CRTs, closed circuit television products, discrete RF semiconductors or DC power semiconductors in the territories served by the Company, provided, however, that, anything above to the contrary notwithstanding, Employee may, after the date of this Agreem ent, own as an inactive investor, securities of any corporation engaged in any prohibited business as described above which is publicly traded on a national securities exchange, so long as the holdings of the Employee, directly or indirectly, in the aggregate, constitute less than 1% of the outstanding voting securities of such corporation.

(b) Independent of any obligation under any other paragraph or subparagraph hereof or any other agreement, Employee agrees that during the period ending May 31, 2003, he will not, except with the approval of the Chairman of the Board or President of the Company, directly or indirectly (whether or not for compensation or profit) through any other individual or entity call upon, solicit, entice, persuade or induce any individual or entity which during Employee's term of employment with the Company was a customer or supplier, or proposed customer or supplier, of the Company upon whom Employee called or dealt with or whose account he supervised on behalf of the Company, to purchase (with respect to customers) or sell (with respect to suppliers) electron tubes, CRTs, closed circuit television products, discrete RF semiconductors or DC power semiconductors, or services of the types or kind sold or purchased by the Company or which could be substituted for or which serve the same purpose or fu nction as such products sold or purchased by the Company during Employee's employment, or request or advise any such customer or supplier to withdraw, curtail or cancel its business or relationship with the Company, and Employee shall not approach, respond to, or otherwise deal with any such customer or supplier for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.

(c) Independent of any obligation under any other paragraph or subparagraph hereof or any other agreement, Employee agrees that during the period ending May 31, 2003, he will not, except with the approval of the Chairman of the Board or President of the Company, directly or indirectly (whether or not for compensation or profit) through any other individual or entity call upon, solicit, entice, persuade, induce or offer any individual which during Employee's term of employment with the Company was an employee of the Company, employment or with respect to employment by any one other than the Company, or request or advise any such employee to cease employment with the Company, and Employee shall not approach, respond to, or otherwise deal with any such employee for any such purpose, or authorize or knowingly cooperate with the taking of any such actions by any other individual or entity.

11. All notes, data, reference materials, memoranda, files and records, including without limitation computer reports, products lists and information, process manuals and notes, drawings, and technology manuals and notes, customer or supplier lists, data or information, in any way relating to any of the Company's or its predecessors' or subsidiaries' businesses, operations or products shall belong exclusively to Company, and Employee agrees to turn over to Company all copies of such materials and all keys, equipment and other Company property in his possession or control at the request of Company or, in the absence of such a request, upon the termination of Employee's employment with Company. Upon the execution hereof, Employee shall immediately refrain from seeking access to or utilization of Company's (a) telephonic voice mail, E-mail or message system, (b) computerized order entry system, and (c) computer data bases and software, except to use the modem/network e-mail connection to those outside the Company as specifically authorized by the Chairman of the Board of the Company.

12. In the event of a breach or threatened breach by the Employee of the provisions of paragraphs 8, 9, or 10, the Company shall be entitled to an injunction restraining the Employee from such breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach. The parties hereto desire that paragraphs 8, 9, and 10 shall be fully enforceable in accordance with the terms thereof but if any portion is held unenforceable or void or against public policy by any court of competent jurisdiction, the remainder shall continue to be fully enforceable in accordance with its terms or as it may be modified by such court. The period of restriction specified in paragraphs 8, 9, or 10 shall abate during the time of any violation thereof and the remaining portion at the commencement of the violation shall not begin to run until the violation is cured.

13. Employee's death shall not terminate the Company's obligation to pay the amounts it would otherwise be obligated to pay Employee under subparagraphs 3 or 4. In the event of Employee's death prior to payment of all amounts due under subparagraphs 3 and 4, such amounts thereafter shall be paid to Employee's estate or, if Employee has provided Company with written direction prior to his death of an alternative beneficiary, to the beneficiary so designated by Employee in such written direction. Such payments shall be made on the dates and to the extent subparagraphs 3 or 4, as the case may be, would require them to be made to Employee if he were still alive. In the event the Company, at its expense, purchases reducing term life insurance for the Employee that would cover the amount of its obligation to continue payments in the event of Employee's death as provided above in this paragraph, then the Company shall not be obligated to continue payments in the event of Employee's death an d all payments hereunder would cease upon Employee's death.

14. The Employee understands and agrees that the existence and terms of this Agreement are confidential and shall not be disclosed to any third party without the prior written consent of the Company, except as may be required by law and in response to a lawful subpoena in which event Employee shall provide prompt notice to the Company.

15. The existence and execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission by the Employee or the Company, or any of its agents or employees, of any liability, error, violation or omission.

16. It is agreed that:

(a) This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns and shall inure to their respective benefits.

(b) This Agreement shall not be subject to change, modification, or discharge, in whole or in part, except by written instrument signed by the parties; provided, however, that if any of the terms, provisions or restrictions of paragraph 8, 9, or 10 are held to be in any respect unreasonable restrictions upon Employee, then the court so holding shall reduce the territory to which it pertains and/or the period of time in which it operates or effect any other change to the extent necessary to render any of said terms, provisions or restrictions enforceable.

(c) The failure by the Company to insist upon strict compliance by the Employee with respect to any of the terms or conditions hereof shall not be deemed a waiver or relinquishment of any other terms or conditions nor shall any failure to exercise any right or power hereunder at one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.

(d) This Agreement shall be governed and construed in accordance with the laws of the State of Illinois.

(e) All notices required to be given hereunder to the Company shall be addressed to its principal executive office at 40W267 Keslinger Road, PO Box 393, LaFox, Illinois 60147; attention: Legal Department, by certified or registered mail. All notices required or to be given hereunder to the Employee shall be addressed to the Employee at his residence as last reflected on the records of the Company, by certified or registered mail or courier delivery, with signature required for delivery. Notice shall be deemed given if delivered in person to William G. Seils on behalf of the Company or to the Employee, or if mailed, when deposited in the United States Mail addressed as aforesaid.

17. The Employee acknowledges that Employee had an adequate opportunity to review this Agreement and has reviewed it with counsel of his choice, that Employee fully understands its terms, that Employee was not coerced into signing it, and that Employee has signed it knowingly and voluntarily.

18. The Company may terminate its obligations under paragraphs 3 and 4 of this Agreement if Employee, at any time during his employment with the Company, including prior to the date of this Agreement, (a) engaged in an act or acts (i) of personal dishonesty taken by the Employee and intended to result in personal enrichment of the Employee, (ii) that were fraudulent, malpractice or material violations by the Employee of the Employee's obligations or duties to the Company, or (iii) a material violation of law, regulations, rules or standard accounting practices, or (b) failed to take action that would avoid (i) fraud, malpractice or material violations of Employee's obligations or duties to the Company, or (ii) ) a material violation of law, regulations, rules or standard accounting practices.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year written below their respective signatures.

EMPLOYEE RICHARDSON ELECTRONICS, LTD.

By:

William J. Garry ,\s\William J. Garry Dated:__8/6/02___

Edward J. Richardson,\s\Edward J. Richardson Dated:__8/6/02_

Chairman of the Board

Subscribed and sworn to

before me this __6th_____ day

of August 2002

____________________________

Notary Public

EX-10

Execution Copy

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF JULY 1, 2000 (AS AMENDED FROM TIME TO TIME,

THE "AGREEMENT"), BY AND BETWEEN RICHARDSON ELECTRONICS, LTD.,

A DELAWARE CORPORATION (THE "BORROWER"), AND

AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO,

HARRIS TRUST AND SAVINGS BANK,

LASALLE BANK NATIONAL ASSOCIATION, AND

NATIONAL CITY BANK, AS LENDERS (THE "LENDERS"), AND

AMERICAN NATIONAL BANK AND TRUST COMPANY

OF CHICAGO, AS AGENT (THE "AGENT")

This Fourth Amendment to the Agreement ("Fourth Amendment") is entered as of July 16, 2002 by and among the Borrower, the Lenders and the Agent.

All capitalized terms stated in this Fourth Amendment and not defined herein shall have the same meaning as set forth in the Agreement.

WHEREAS, the Lenders have made Loans to the Borrower pursuant to the Agreement as amended by a First Amendment entered as of February 12, 2001, a Second Amendment entered as of November 29, 2001 and a Third Amendment entered as of February 28, 2002; and

WHEREAS, the Borrower has asked the Lenders and the Lenders have agreed to amend certain terms of the Agreement as set forth herein. Now, therefore, in consideration of the fulfillment of each of the terms and conditions set forth herein, the parties hereto agree as follows:

Section 1. Amendments to Agreement.

a. A new definition is added to the Agreement which states the following:

"Inventory Charge 2002" means a one time inventory charge for the Borrower's fiscal year ending May 31, 2002.

b. The definition of "Adjusted Cash Flow" in the Agreement is amended by adding the following sentence to the end of such definition:

In computing Adjusted Cash Flow for each of the Borrower's fiscal quarters, the Inventory Charge 2002 in the amount of $16,073,000 shall not be included in such computations.

c. The definition of "Total Cash Flow" in the Agreement is amended by adding the following sentence to the end of such definition:

In computing Total Cash Flow for each of the Borrower's fiscal quarters, the Inventory Charge 2002 in the amount of $16,073,000 shall not be included in such computations.

d. Section 2.5.3 of the Agreement is amended by deleting the date "May 31, 2002" from the last sentence thereof and substituting therefor the date "August 31, 2002".

e. Section 6.10.1 of the Agreement is amended by adding the following sentence to the end of such definition:

"In computing Consolidated Tangible Net Worth, the Inventory Charge 2002 in the amount of $16,073,000 shall not be included in such computations."

Section 2. Representations and Warranties. The Borrower represents and warrants that:

a. The representations and warranties contained in the Agreement are true and correct in all material respects, except as may be modified by the events or transactions contemplated by the amendments to the Agreement or that have been reported to the Agent in writing, on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof; and

b. The Borrower is in compliance with all the terms and provisions set forth in the Agreement and no Default or Unmatured Default has occurred and is continuing.

Section 3. Conditions to Effectiveness. This Fourth Amendment is subject to the satisfaction in full of the following conditions precedent:

a. The Agent shall have received executed originals of this Fourth Amendment;

b. The Agent shall have received board resolutions from the Borrower authorizing the execution of this Fourth Amendment and other documents executed in connection herewith; c. The Agent shall have received payment of the expenses stated in Section 7 hereof;

d. Each of the Lenders shall have received from Borrower a fee for this Fourth Amendment of $5,000, which fee shall be nonrefundable and fully earned upon the date of this Fourth Amendment.

e. All legal matters incident to this Fourth Amendment shall be reasonably satisfactory to Neal, Gerber & Eisenberg, counsel for the Agent.

Section 4. Full Force and Effect. Except as expressly provided herein, the Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Agreement, the terms "Agreement", "this Agreement", "herein", "hereafter", "hereto", "hereof", and words of similar import, shall, unless the context otherwise requires, mean the Agreement as amended by this Fourth Amendment.

Section 5. APPLICABLE LAW. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.

Section 6. Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one instrument.

Section 7. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurred by the Agent in connection with the preparation, execution and delivery of this Fourth Amendment and the other documents incident hereto, including, but not limited to, the reasonable fees and disbursements of Neal, Gerber & Eisenberg, counsel for the Agent.

Section 8. Headings. The headings of this Fourth Amendment are for the purposes of reference only and shall not affect the construction of this Fourth Amendment.

[Balance of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

Borrower:

RICHARDSON ELECTRONICS, LTD.,

a Delaware corporation

By:

Its:

Lenders:

AMERICAN NATIONAL BANK

AND TRUST COMPANY OF CHICAGO

By:

Its:

HARRIS TRUST AND SAVINGS BANK

By:

Its:

LASALLE BANK NATIONAL

ASSOCIATION

By:

Its:

NATIONAL CITY BANK

By:

Its:

Agent:

AMERICAN NATIONAL BANK AND

TRUST COMPANY OF CHICAGO

By:

Its:

NGEDOCS:10075.0520:770220.1

08/26/02 4:25 PM

EX-21

Exhibit 21

SUBSIDIARIES OF RICHARDSON ELECTRONICS, LTD.

Richardson Electronics Canada, Ltd.	Canada
Richardson Electronics Limited	United Kingdom
RESA, SNC	France
Richardson Electronique SNC	France
Richardson Electronics Italy SRL	Italy
Richardson Electronics Iberica, S.A.	Spain
Richardson Electronics GmbH	Germany
Richardson Electronics Japan K.K.	Japan
Richardson Electronics Pte Ltd.	Singapore
Richardson Electronics S.A. de C.V.	Mexico
Richardson Electronics Benelux B.V.	The Netherlands
Richardson Electronics do Brasil Ltda.	Brasil
Richardson Electronics Pty Limited	Australia
Tubemaster, Inc.	United States
Richardson Electronics Korea Limited	Korea
Richardson Electronics (Thailand) Ltd.	Thailand
Burtek Systems, Inc.	Canada
Richardson Electronics Argentina S.A.	Argentina
Richardson Electronics Colombia S.A.	Colombia
Ingenium S.R.L.	Italy
Richardson International, Inc.	China
Richardson Electronics Trading (Shanghai) Co., Ltd.	China
Aviv-Richardson Electronics, Ltd.	Israel
Sangus Richardson A.B.	Sweden
Sangus Richardson OY	Finland
(CELTI) Composants Electroniques Technologie Internationale	France
Richardson Electronics FSC	Barbados
Baron Electronic Sales Co., Inc.	United States
Broadcast Richmond, Inc.	United States
Richardson Electronics, S.A.	Bolivia
TRL Technologies	United States
Richardson Sweden Holding AB	Sweden
Electronics (Peru) SA	Peru
Sangus Holding AB	Sweden
REL Holdings, Inc.	United States
Richardson LLC	United States
Richardson Electronics Distribution, Inc.	United States

EX-23

Exhibit 23

Consent of Independent Auditors

We consent to the incorporation by reference in the Annual Report on Form10-K for the year ended May 31, 2002 of Richardson Electronics, Ltd. of our report dated July 18, 2002, included in the 2002 Annual Report to Shareholders of Richardson Electronics, Ltd.

Our audit also included the financial statement schedule of Richardson Electronics, Ltd. Listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also consent to the incorporation by reference in Post Effective Amendment Number I to Registration Statement Number 2-89888 on Form S-8, Registration Statement Number 33-36475 on Form S-8, Registration Statement Number 33-54745 on Form S-8, Registration Statement Number 333-2865 on Form S-8, Registration Statement Number 333-03965 on Form S-8, Registration Statement Number 333-04071 on Form S-8, Registration Statement Number 333-04457 on Form S-8, Registration Statement Number 333-04767 on Form S-8, Registration Statement Number 333-49005 on Form S-2, Registration Statement Number 333-51513 on Form S-2, Registration Statement Number 333-66215 on Form S-8, Registration Statement Number 333-76897 on Form S-8 and Registration Statement Number 33-60092 on Form S-8 of our report dated July 18, 2002, with respect to the consolidated financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule included in the Annual Report on Form 10-K for the year ended May 31, 2002 of Richardson Electronics, Ltd.

/s/ Ernst & Young

Chicago, Illinois
August 26, 2002