Resolutions adopted at a regular meeting of the Board of Directors of Plantronics, Inc. held on November 4, 1996:

"EXECUTIVE STOCK PURCHASE PLAN

Mr. Cecil proposed that the Board consider adopting an Executive Stock Purchase Plan which would encourage ownership of the Company's Common Stock by certain senior executives. Mr. Cecil recommended that the eligible participants be the CEO and all corporate vice presidents who participate in the Company's Supplemental Bonus Plan and that the target ownership equal two-times the CEO's base salary and one times the individual vice president's base salary. Mr. Cecil also recommended that the Plan be a voluntary plan in which the Company would seek to encourage full participation by all eligible executives. The target ownership is expected to be achieved over a five year period in annual increments of 20% or more. Mr. Cecil then recommended various vehicles that would be made available to the executives in order to obtain ownership of the Company's stock including, but not limited to, purchasing the stock with cash, exercising and holding vested stock options, purchasing the stock through the Company's Deferred Compensation Plan, purchasing the stock through an executive's Individual Retirement Account, and purchasing the stock through the Company's 401K plan. All stock would be purchased from the Company and the Company's pool of treasury shares would be used to fund the sales. Mr. Cecil also recommended that a stock purchase loan program be approved whereby the corporation would extend credit to the executive for funds sufficient to purchase up to the target amount of Company stock. This credit facility would be evidenced by a promissory note bearing interest at the minimum rate allowed by the Internal Revenue Service and secured by the common stock as well as a personal guarantee. Pending payment of the loan, the shares would be held by the Company until the loan was paid in

full. Furthermore, Mr. Cecil recommended that the loan be payable in equal installments on a bi-weekly basis over a five (5) year or lesser period as designated by the participating executive. The loan payments would be paid through payroll deductions or on some other agreed upon periodic basis. With respect to the purchase price, Mr. Cecil recommended that a discount be offered for all treasury shares sold, regardless of the purchase vehicle used by the executive, equal to the greater of: 95% of the price set by the Board on an annual basis or 85% of the fair market value of the stock on the date of the transaction. Mr. Cecil recommended that the Board set the purchase price for 1997 at $36.875. However, if the fair market value falls below the Board's set price then a 5% discount be given off the fair market value on the date of the transaction. Further, if stock is purchased through the executive's 401(k) plan, only new contributions to the plan after January 1, 1997 can be used to purchase stock. Finally, Mr. Cecil recommended that this program go into effect as of January 1, 1997. Thereafter, there was a general discussion and upon motion duly made, seconded, and unanimously carried, the following resolutions were adopted:

RESOLVED that the Company adopt a voluntary Executive Stock Purchase Plan under which the CEO and all corporate vice presidents who participate in the Company's Supplemental Bonus Plan (hereafter "Participating Executives") may voluntarily purchase Company Stock from the Company's pool of treasury shares. The voluntary stock purchase plan shall have an effective date of January 1, 1997.

RESOLVED FURTHER that, while voluntary in nature, Participating Executives are encouraged to purchase and hold Company stock. The CEO is encouraged to acquire Company stock with a value of twice his annual Base Salary and the remaining Participating Executives are encouraged to acquire Company stock with a value equal to each participant's annual Base Salary. That target ownership is sought to be achieved over a five year period in annual increments of twenty percent (20%) or more. For purposes of evaluating whether the target ownership levels are met, stock held independently through stock purchases, through the exercise of vested stock options granted by the Company, and stock held in the Company's Deferred Compensation Plan, the Company's Annual Profit Sharing/Individual Savings Plan (401k Plan) and the executive's Individual Retirement Account shall be aggregated.

RESOLVED FURTHER that a discount be offered for all treasury shares sold under the voluntary purchase program equal to the greater of: 95% of the price set by the Board on an annual basis or 85% of the fair market value of the stock on the date of the transaction. However, if the fair market value falls below the Board's annual set

price, then a 5% discount off the fair market value on the date of the transaction will apply.

RESOLVED FURTHER that the annual purchase price for 1997 is set at $36.875.

RESOLVED FURTHER that the Company institute a stock purchase loan program whereby the Company will extend credit to the Participating Executives for funds sufficient to purchase up to the target amount of Company stock under the voluntary stock purchase program at the lowest IRS permissible interest rate allowed.

RESOLVED FURTHER that the Officers of this Company are further authorized and directed to execute all documents and to take all actions that they deem necessary or advisable to consummate the adoption and administration of the aforementioned Plan."

Purpose of Plan

The purpose of this Plantronics, Inc. Basic Deferred Compensation Plan is to establish a supplementary employee retirement plan for the benefit of a select group of management or highly compensated employees of Plantronics, Inc. and its affiliates (hereinafter, the "Company").

ARTICLE
DEFINITIONS

Definitions. As used herein, the following definitions shall apply:

"Account" means a Participant's deferred compensation account established pursuant to Section 3.3.

"Administrator" means the Board or its Committee, as shall be administering the Plan from time to time pursuant to Section 4 of the Plan.

"Board" means the Board of Directors of the Company.

"Committee" means a Committee in accordance with
Section 4 of the Plan.

"Company" means Plantronics, Inc. and its parent and subsidiary corporations, whether now or hereafter existing.

"Deferred Compensation Agreement" means an agreement, between a Participant and the Company, respecting the Participant's election to defer compensation pursuant to the Plan.

"Disability" means a Participant's total and permanent disability, as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

"Effective Date" means September 1, 1994.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Payment Date" means, with respect to each Participant, the earlier of (i) the date established by the Participant in his or her Deferred Compensation Agreement for distribution of all or a portion of his or her Account as may be specified therein, (ii) the Participant's Termination Date, or (iii) the Early Distribution Date pursuant to Section 6.1(b), if applicable.

"Participant" means an executive employee of the Company who, subject to the discretion of the Administrator, elects to make an election under Section 3.1 hereof.

"Plan" means this Plantronics, Inc. Basic Deferred Compensation Plan.

"Termination Date" means, with respect to a Participant, the date of the Participant's termination of employment with the Company for any reason, including death or Disability.

Applicable Law.

To the extent not preempted by the laws of the United States, the laws of the State of California shall be the controlling law in all matters relating to the Plan.

Application of ERISA.

This Plan is maintained by the Company primarily for the purpose of providing deferred compensation for a select group of highly compensated employees, and is not subject to the minimum vesting, funding and participation requirements of ERISA.

ARTICLE
ESTABLISHMENT OF PLAN

Establishment of Plan. The Company hereby establishes a deferred compensation plan to be known as the "Basic Deferred Compensation Plan" (the "Plan"), as set forth in this document. The purposes of the Plan are as set forth above.

Applicability of Plan. The benefits provided by this Plan shall be available to the executives of the Company who, from time to time, are selected by the Administrator to participate in the Plan.

Contractual Right to Benefits. The Plan establishes in each Participant a contractual right to the benefits to which he or she is entitled hereunder, enforceable by the Participant against the Company. However, no Participant shall have an interest in any amounts withheld or credited under the Plan until such amounts are distributed in accordance with the Plan. All amounts withheld or otherwise held for the account of a Participant shall remain the sole property of the Company, subject to the claims of its general creditors and available for its use for whatever purposes are desired. With respect to amounts withheld or otherwise held for the account of a Participant, the Participant is merely a general creditor of the Company; the obligation of the Company hereunder is purely contractual and shall not be funded or secured in any way.

ARTICLE
CONTRIBUTIONS; ACCOUNTS

Participant Elections.

Deferral Election. Subject to the terms and conditions of the Plan and to such other conditions as the Administrator shall determine, the Administrator may extend to eligible employees of the Company the opportunity to participate in the Plan. Any such employee who wishes to participate in the Plan must make a written election to participate, authorizing the Company to withhold an amount (or percentage) of the Participant's future compensation (the "Deferral Election") subject to the terms and conditions of this Plan. In connection therewith, the Participant shall execute a Deferred Compensation Agreement on a form substantially similar to Exhibit A hereto, authorizing the Company to withhold an amount (or percentage) of the Participant's compensation which would otherwise be paid to the Participant with respect to services rendered as part of his or her compensation. This withholding election shall remain in effect from year to year with respect to future compensation earned by the Participant and shall be applied automatically to future compensation which would otherwise be payable to the Participant for each subsequent calendar year of service in the absence of such Deferral Election until the Participant's Payment Date. A Participant may discontinue the Deferral Election at any time and may modify the deferral amount (or percentage) at least twice per calendar year at such time or times as the Administrator shall determine; however, unless otherwise determined by the Administrator, no other modifications to the Deferral Election may be made after the commencement of the calendar year with respect to which the Deferral Election relates.

Allocation. All amounts withheld pursuant to a Participant's Deferral Election elections hereunder shall be credited to the Participant's Account maintained in accordance with Section 3.3 hereof, on the dates such amounts would have been payable in the absence of such elections.

Company Contributions. Notwithstanding any other provisions of this Plan, the Company shall have the right to contribute, at the discretion of the Board of Directors of the Company, additional amounts to the Plan for the benefit of any Participant. For all purposes under this Plan, any such contribution shall be treated in the same manner as compensation withheld by the Company pursuant to a Participant's Deferral Election. Any amounts contributed by the Company pursuant to this paragraph shall be credited to the Participants' Accounts maintained in accordance with Section 3.3 hereof.

Deferred Compensation Accounts. The Company will create an Account on its books for each Participant. The Account shall reflect, with respect to each Participant, the compensation withheld or contributed by the Company on behalf of such Participant, subject to adjustment to reflect investment income and losses.

Authorized Investments. All amounts credited to Participants' Accounts shall be invested by the Company pursuant to Participant investment direction among the investments listed in Schedule A, to the extent such investments are permitted by the Company's charter and applicable laws; provided, however, that the Company may, in its discretion, invest all or part of the amounts credited to the Accounts in other similar or different types of investments or may elect not to make any investments at all. Should the Company elect, in the exercise of its sole discretion, not to make the Schedule A or any similar or different investments, then the Accounts of Participants shall nevertheless be

adjusted from time to time in accordance with the provisions of this Plan to the same extent as if the Schedule A investments had actually been made.

Identification of Account Investment. Investments made by the Company in accordance with Section 3.4 are or will be described by the Company in Schedule A, as applicable, to the Plan (which are hereinafter referred to as the "Lists" and are hereby made a part of the Plan), and investments held by the Company will be deemed made by the Company only if, and so long as, they are and continue to be described on the Lists. The Company may, in its sole discretion, establish limitations and procedures relating to Plan investments and Participant investment directions, and may add to and remove investments from the Lists at any time, except that the Company may add only those investments which it specifically purchases for the purpose of investing for the benefit of amounts credited to Participants' Accounts.

Investment Income and Losses. At such date or dates as the Administrator shall, in its discretion, determine, but in any event no less frequently than annually, Participants' Accounts will be increased by the net amount, if any, of all income and gains realized by the Company from investments on the Lists, and Participants' Accounts will also be decreased by the net amount, if any, of all losses realized from such investments prior to any such date and by the amount of all administrative expenses incurred prior to such date in the management and investment of the amounts so reflected in each Account.

Status of Investments. All investments made by the Company or its agent under this Section will be deemed made solely for the purpose of aiding the Company in measuring its obligations under the Plan. The Company will be named sole owner of all such investments and of all rights and privileges conveyed by the instruments evidencing such investments. The terms of the Plan place no obligation upon the Company or its agent to invest (or to continue to invest) in one or more specific assets, to liquidate any particular investment, or to apply in any specific manner the proceeds from the sale, liquidation, or maturity of any particular investment. The terms of the Plan shall not be deemed to create a trust of any kind or any fiduciary relationship or escrow account. Finally, nothing stated herein is to cause such investments to be treated as anything but the general assets of the Company, nor is anything stated herein to be construed so as to grant or convey to any Participant or his or her beneficiaries any ownership interest, whether vested, secured or preferred, in any of the particular investments made by the Company hereunder.

Statements to Participants. Each Participant shall, at least quarterly, receive from the Company a written statement of the total amounts credited to his or her Account as well as the identity, earnings and the sale or liquidation value of each investment made pursuant to this Plan.

ARTICLE
PLAN ADMINISTRATION

Administration of the Plan. The Plan shall be administered by
(i) the Board, or (ii) a Committee designated by the Board to administer the Plan.

Procedure. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer the Plan.

Powers of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion: (i) to withhold a Participant's compensation pursuant to the Participant's Deferral Election and in accordance with the terms of the Participant's Deferred Compensation Agreement; (ii) to determine a Participant's Termination Date; (iii) to determine a Participant's Payment Date; (iv) to establish reasonable limitations and restrictions relating to Participant Deferral Elections, investment directions and the like, which the Committee, in its discretion, deems necessary or appropriate for the proper administration of the Plan; (v) to approve forms of agreement for use under the Plan; (vi) to authorize any person to execute on behalf of the Company any instrument required to effectuate a Participant's election; and (vi) to make all other determinations deemed necessary or advisable for the administration of the Plan.

Effect of Decisions by the Administrator. In its administration of the Plan, the Administrator shall have broad discretionary authority to construe and interpret the Plan. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants.

ARTICLE
VALUATION AND PAYMENT OF BENEFITS

Value of Account. Unless otherwise determined by the Administrator, all investments described on the List will, for the purposes of the Plan, be carried at cost until they are sold, liquidated or distributed, at which time Participants' Accounts will be adjusted to reflect any net income, gains or losses realized from any such sale or liquidation. Then, on the Payment Date, the Company will make the following adjustments:

Participants' Accounts will be adjusted in accordance with Section 3.6 of the Plan to reflect those transactions involving investments on the List which occurred on or before such valuation date and for which no adjustment has yet been made under said Section.

Participants' Accounts will be similarly adjusted to reflect all net income, gains and losses not yet realized from the investments on the List, but which would be realized if such investments were sold or liquidated on such valuation date. The sale or liquidation value of any such investment on such date (where the investment is not actually sold or liquidated) will be assumed to be the average of the high and low prices quoted for that investment on such valuation date); provided, however, that if this information is not readily available, the value will be assumed to be the redemption or liquidation value which would be paid by the obligor, as stated in the instrument evidencing the investment, if such investment were actually surrendered for cash to the obligor on such date.

ARTICLE
DISTRIBUTION OF BENEFITS

Payment of Deferred Compensation.

General Rule. Each Participant's Account shall be subject to distribution in accordance with this Section 6.1 within ninety (90) days of the Participant's Payment Date. Such amount shall be paid in a lump sum or, if elected by the Participant in the Participant's Deferred Compensation Agreement, in equal, semi-annual installments over the period specified in such Election.

Early Distribution Date. Notwithstanding anything in the Plan to the contrary, a Participant may, to the extent permitted by the Administrator, specify a distribution date (an "Early Distribution Date") in his or her Deferred Compensation Agreement, pursuant to which the amount credited to the Participant's Account becomes distributable upon a decline in the Company's financial strength as specified by the Participant in his or her Deferred Compensation Agreement; provided, however, that no such distribution shall be made if the Administrator reasonably determines that any such distribution will likely (i) cause the Company to default or violate any of its debt covenants under any of its credit or financing agreements, or (ii) force the Company to file for bankruptcy prematurely. A distribution made pursuant to this Section 6.1(b) shall occur as soon as reasonable practicable after such event, but in no event more than thirty (30) calendar days after the Early Distribution Date. Amounts that are distributable upon an Early Distribution Date shall be paid in a lump sum, including amounts otherwise distributable in installments.

Hardship Withdrawal. Notwithstanding any other provisions of the Plan to the contrary, upon a finding by the Administrator in its sole discretion that an unanticipated emergency that is caused by an event beyond the control of the Participant (other than a member of the Administrator) or beneficiary has occurred and that such emergency would result in severe financial hardship to such Participant or beneficiary if early distribution were not permitted, the Administrator may make a current distribution of all or a portion of the amounts deferred and credited to the Participant's Account. The amount which may be distributed pursuant to this
Section 6(c) shall not exceed the amount necessary to meet such financial hardship as determined by the Administrator in its sole discretion. The Administrator shall have the right to require such Participant or beneficiary to submit such documentation as it deems appropriate for the purpose of determining the existence, cause and extent of such financial hardship.

Beneficiaries. All amounts credited to a Participant's Account hereunder shall be paid in the event of his or her death to the beneficiaries designated by such Participant, which designation may be revoked or amended by the Participant prior to death and without the consent of the prior beneficiary. Such payment or distribution shall commence within ninety
(90) days following the date of such Participant's death. Notwithstanding any other provision in this Plan to the contrary, in the event that no such beneficiary designation has been given hereunder prior to the time of death or such beneficiary has predeceased the Participant, the Participant's elections, if any, shall be disregarded and the amount credited hereunder shall be paid or distributed in a lump sum to the Participant's estate within ninety

(90) days following such Participant's death.

ARTICLE
EMPLOYMENT AND OTHER RIGHTS

Other Benefits. The provisions of this Plan shall in no way reduce any amounts otherwise payable, or in any way diminish the Participant's rights as an employee of the Company, whether existing now or hereafter, under any benefit, incentive, retirement, stock option, stock bonus, stock purchase plan, or any employment agreement or other plan or arrangement.

Employment and Other Rights. This Plan shall not create any rights in any Participant to continue in employment with the Company for any length of time, nor does it create any rights in any Participant or his or her beneficiaries or any obligation on the part of the Company, other than those expressly set forth herein. This Plan is solely between the Company and the Participants. Each Participant and his or her beneficiaries will have recourse only against the Company for enforcement.

Successor to Company. The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company's obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place. In such event, the term "Company," as used in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by the terms and provisions of this Plan.

ARTICLE
AMENDMENT AND TERMINATION

Amendment and Termination. The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Board of the Company; provided, however, that no such action shall in any way prejudice Participants' rights under the Plan with respect to their Accounts. Upon Plan termination, all amounts credited to Participants' Accounts shall be distributed within sixty (60) days of such termination.

Form of Amendment. The form of any proper amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Board. A proper amendment of the Plan automatically shall effect a corresponding amendment to all Participants' rights hereunder.

ARTICLE
MISCELLANEOUS

Plan Expenses. All expenses of the Plan shall be borne by the Company.

Other Company Plans. No amount of a Participant's compensation shall, during the period in which such compensation is deferred hereunder, be included as compensation for purposes of participation in or accrual of benefits under the Company's Annual Profit- Sharing/Individual Savings Plan or such other Company benefit plans or programs as the Administrator may, in its discretion, identify. Each Participant acknowledges that his or her deferral of compensation under the Plan may have the effect of reducing his or her profit sharing allocation under any such plan.

Applicable Law. To the extent not preempted by ERISA, this Plan and any agreements created hereunder shall be construed and regulated by the laws of the state of California.

SCHEDULE A

Date:

Authorized Investments: Any publicly traded investment or security for which the market value can be readily established.

[Deferral Election]
[1995]
EXHIBIT A

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN
Participant Election

Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060

In accordance with the Plantronics, Inc. Basic Deferred Compensation Plan (the "Plan"), a copy of which has previously been furnished to me, I hereby make the following election with respect to compensation earned by me after the effective date of the Plan:

Amount (or percentage) to be deferred, subject to a minimum annual deferral of $2,500 and a maximum annual deferral of 25% of eligible compensation:

Base Salary:
Bonus:

Date upon which payment of deferred amounts will commence, subject to earlier distribution as provided in Section 6.1 of the Plan (e.g., termination of employment, death):

Manner in which payment of deferred amounts shall be made:

lump sum
installments (in equal, semi-annual installments over
a period not to exceed 15 years)

I understand that the foregoing election shall remain in effect for the remainder of 1994 and for each succeeding calendar year until this election is earlier terminated in accordance with the terms of the Plan. I understand that the election made as indicated herein is irrevocable.

Date                                                        Signature


Address                                                     Print Name


Telephone

Received and Accepted by Plantronics, Inc.

By: Date

Title:

EXHIBIT B

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN

Beneficiary Designation Form

Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060

Gentlemen:

In the event of my death prior to the commencement of payments under the Plantronics, Inc. Deferred Basic Compensation Plan, the following beneficiary (or beneficiaries) shall receive the payments, if any, to which I may be entitled under the Plan.

Beneficiary or Beneficiaries:

I understand that my designation of my beneficiary (or beneficiaries) may not be amended except by written notice filed with_____________________ ____ at the Company.

Date Signature

Print Name

TRUST AGREEMENT UNDER
THE PLANTRONICS, INC.

BASIC DEFERRED COMPENSATION PLAN

WHEREAS, Plantronics, Inc. ("Company") has adopted the Plantronics, Inc. Basic Deferred Compensation Plan (the "Plan");

WHEREAS, Company wishes to establish a trust (hereinafter "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as defined in Section 3(a), until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

WHEREAS, Company has appointed Thomas A. Suchevits trustee of the Trust ("Trustee"), and Thomas A. Suchevits has agreed to serve in such capacity;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(a) Company hereby deposits with Trustee in trust $100, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor of which Company is the grantor, within the meaning of subpart E, part I, subchapter I, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used solely for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency.

(e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of

Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for a determination concerning Company's solvency.

(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company. Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

Section 5. Investment Authority. Trustee shall invest the assets of the Trust in accordance with the directions of the Company, provided that, if the Company fails to so direct, then the Trustee shall invest the assets of the Trust in any short-term investment fund (such as a money market fund) as the Trustee shall determine in its sole discretion.

Section 6. Disposition of Income. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Trustee shall not be

responsible for keeping participant-level records within the Trust. Within 90 days following the close of each calendar year and within 90 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. The Trustee shall not be liable for errors in such written account unless the Company makes known to the Trustee in writing, within the 60-day period beginning on the date the written account was received by the Company, of the existence of such errors.

Section 8. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustee by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee.

(f) However, notwithstanding the provisions of Section 8(e) above, Trustee may loan to Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust.

(g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee. Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust.

Section 10. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company, which shall be effective 30 days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on 30 days notice or upon shorter notice accepted by Trustee.

(c) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(d) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

(a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party including any individual, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the origins and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

(b) If Trustee resigns or is removed pursuant to the provisions of
Section 10(c) hereof and selects a successor Trustee, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer.

(c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnity and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

Section 13. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of California.

PLANTRONICS, INC.                              Thomas A. Suchevits, Trustee


By:
   John A. Knutson                             Thomas A. Suchevits
   Vice President - Legal, Senior General
   Counsel and Secretary

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN

PARTICIPANT ELECTION

Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060

In accordance with the Plantronics, Inc. Basic Deferred Compensation Plan (the "Plan"), a copy of which has previously been furnished to me, I hereby make the following election with respect to compensation earned by me after the effective date of the Plan:

Amount and Investment Selection

The amount (or percentage) to be deferred, subject to a minimum annual deferral of $2,500 and the maximum annual deferral allowed under Section 3.1(a) of the Plan (generally 25% of total compensation, as that term is defined in such Section) and the investment selection is as follows:

Ten thousand dollars ($10,000.00) or one hundred percent (100%), whichever is less, from my Quarterly Regular Bonus all of which to be used to purchase Common Stock of Plantronics, Inc. Any cash remaining thereafter shall be invested in a money market account.

Manner and Payment Date

The manner and date upon which payment of deferred amounts will commence (subject to earlier distribution as provided in Section 6.1(b) of the Plan) is as follows:

Upon termination of employment, a lump sum if my age is fifty
(50) years or less (i.e. August 4, 2009 or sooner). If older than fifty (50) years, i.e. on or after August 5, 2009, then fifteen (15) equal annual installments.

I understand that the foregoing election shall remain in effect for the remainder of calendar year 1996 and for each succeeding calendar year until this election is earlier terminated in accordance with the terms of the Plan. I understand that the election made as indicated herein is irrevocable.

Date                                                 Signature

- ---------------
Address                                              Print Name

By:
         Thomas A. Suchevits                         Date
Title:   Vice President - Human Resources

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN

BENEFICIARY DESIGNATION FORM

Plantronics, Inc.
337 Encinal St.
Santa Cruz, CA 95060

Gentlemen:

In the event of my death prior to the commencement of payments under the Plantronics, Inc. Deferred Basic Compensation Plan, the following beneficiary (or beneficiaries) shall receive the payments, if any, to which I may be entitled under the Plan.

Beneficiary:

I understand that my designation of my beneficiary (or beneficiaries) may not be amended except by written notice filed with Thomas A. Suchevits at the Company.

Date Signature

Print Name

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN

CONSENT OF SPOUSE

I, ________________________, spouse of ____________________________, have read and approve the Plantronics, Inc. Basic Deferred Compensation Plan and Participant Election (collectively the "Plan"). In consideration of my spouse's participation in such Plan, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Plan and agree to be bound by the provisions of the Plan insofar as I may have any rights in said Plan or any compensation deferred by my spouse pursuant to the Plan, including any earnings thereon, under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date below.

Dated: