Exhibit 10.3

AMENDMENT TO THE M/A-COM, INC. LONG TERM INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 14, 1995

VOTED:  That Paragraph 15 of the M/A-COM Long Term Incentive Plan dated
        October 18, 1989, as heretofore amended, be amended in its entirety
        to read as follows:

        "15.  Withholding Taxes; Issuance of Stock Certificates.
        (a)  Notwithstanding anything to the contrary hereinabove contained,
        the Company shall not be required to issue certificates for shares
        purchased by exercise or conversion of an Award until (i) the full
        Exercise Price or other consideration due with respect thereto, if
        any, has been paid, and (ii) the participant or the participant's
        heirs or legal representatives, as the case may be, provide for
        payment to (or withholding by) the Company of all amounts required
        under then applicable provisions of the Code and state and local tax
        laws to be withheld with respect to such shares.

        "(b)  The participant (or the participant's heirs or legal
        representatives, as the case may be) may satisfy the foregoing
        withholding tax requirements in whole or in part with respect to any
        Restricted Stock Award by electing to have the Company withhold from
        the shares of Common Stock to be issued pursuant to such Award a
        number of shares ("Reduced Shares") having a value equal to the
        amount required to be withheld.  The value of the Reduced Shares to
        be withheld shall be the fair market value of the Common Stock on the
        date that the amount of tax to be withheld is determined (the "Tax
        Date").  For purposes of this paragraph, the term "fair market value"
        shall mean the average of the high and low trading prices for the
        Common Stock on the applicable Tax Date, as reported in the New York
        Stock Exchange Composite Transaction Reporting System.  If no sale of
        Common Stock shall have been made on any such Tax Date, fair market
        value shall be based upon the trading prices for the next preceding
        day on which there was a sale of Common Stock.  An election to use
        Reduced Shares for withholding must be made prior to the Tax Date,
        must comply with all applicable securities law and other legal
        requirements as interpreted by the Committee and may not be made
        unless approved by the Committee in its discretion.  The
        participant's right, title and interest in such Reduced Shares will
        terminate as of the Tax Date and certificates evidencing such Reduced
        Shares shall be null, void and of no effect.  Such Reduced Shares
        shall revert to the Company as treasury stock and shall be available
        for re-issue as part of future Awards under the Plan.

        "(c)  Participants shall have none of the rights of a stockholder
        with respect to any Award until certificates for the shares
        represented thereby have been issued."