SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Section240.14a-12

GENRAD, INC.
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(Name of Registrant as Specified In Its Charter)

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Registrant)

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GENRAD, INC.
7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 2000

The Annual Meeting of Shareholders of GenRad, Inc. (the "Company") will be held
on Thursday, May 11, 2000 at 11:00 a.m. at the BankBoston Auditorium, 100
Federal Street, Boston, Massachusetts, for the following purposes:

1. To elect two Class I Directors to serve for three-year terms and until their
successors are duly elected and qualified.

2. To consider and act upon a proposal to amend the Company's 1991 Equity
Incentive Plan.

3. To consider and act upon such other business as may properly come before
said Annual Meeting or any adjournment thereof.

Shareholders of record at the close of business on March 24, 2000 will be
entitled to notice of and to vote at said Annual Meeting.

By Order of the Board of Directors

WALTER A. SHEPHARD
CLERK

April 14, 2000

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ASSURE
REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES.

GENRAD, INC.

7 TECHNOLOGY PARK DRIVE
WESTFORD, MASSACHUSETTS 01886-0033

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 11, 2000

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of GenRad, Inc. ("GenRad" or the "Company"), 7 Technology
Park Drive, Westford, Massachusetts 01886-0033, of proxies in the enclosed form
to be voted at the Annual Meeting of Shareholders of GenRad, to be held on
Thursday, May 11, 2000 at 11:00 a.m. at the BankBoston Auditorium, 100 Federal
Street, Boston, Massachusetts, and at any adjournment thereof (the "Meeting"),
for the purposes stated in the accompanying Notice of Meeting.

Any person giving a Proxy may revoke it at any time prior to its being voted
by filing written notice with the Clerk of GenRad, by executing and delivering a
Proxy bearing a later date, or by attending the Meeting and voting in person. If
the Proxy is properly executed and is not revoked, it will be voted at the
Meeting in the manner specified. If no instructions are specified, the shares
represented by the Proxy will be voted for the election of the nominees to the
Board of Directors listed below and for the approval of Item 2 in the Notice of
Meeting.

The Annual Report of GenRad for the fiscal year ended January 1, 2000 and
this Proxy Statement were first distributed or mailed to shareholders on or
about April 14, 2000.

VOTING SECURITIES

GenRad's common stock, $1.00 par value per share ("Common Stock"), is the
only class of voting securities outstanding and entitled to be voted at the
Meeting. The Board of Directors has fixed March 24, 2000 as the record date for
determining shareholders who are entitled to notice of and to vote at the
Meeting. At the close of business on such record date, there were outstanding
29,887,910 shares of Common Stock. Each share is entitled to one vote. A
majority of the issued and outstanding shares constitutes a quorum.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 24, 2000, certain information
regarding the beneficial ownership of the Company's outstanding Common Stock by
(i) each person known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock, (ii) each executive officer named in the
Summary Compensation Table below and (iii) all directors and executive officers
as a group. All information with respect to beneficial ownership by the
Company's directors, officers or beneficial owners has been furnished by the
respective director, officer or beneficial owner, as the case may be. The number
of shares set forth below includes shares beneficially owned by spouses and
minor children; the named persons disclaim any beneficial interest in the shares
so included.

NUMBER OF SHARES
OF COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF CLASS
- ------------------------ ---------------------- --------

Morgan Stanley Dean Witter & Co............................. 3,102,108(2) 9.10%
1585 Broadway
New York, New York 10036

Basil P. Regan.............................................. 2,624,950(3) 7.70%
Regan Partners, L.P.
600 Madison Avenue
New York, New York 10022

James F. Lyons.............................................. 1,078,007(4) 3.16%

John W. Downing............................................. 90,412(5) *

Paul H. Geere............................................... 189,221(6) *

Steven K. Holford........................................... 43,500(7) *

Michael W. Schraeder........................................ 251,250(8) *

All Directors and Executive Officers as a Group............. 2,562,293(9) 6.05%

- ------------------------

* Less than 1%.

(1) The number of shares beneficially owned is determined under rules
promulgated by the Securities and Exchange Commission ("SEC"), and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire
within 60 days of March 24, 2000 through the exercise of any stock option,
warrant or other right. The inclusion herein of such shares, however, does
not constitute an admission that the named shareholder has a direct or
indirect pecuniary interest in such shares. Unless otherwise indicated,
each person or entity named in the table has sole voting power and
investment power (or shares such power with his or her spouse) with respect
to all shares of Common Stock listed as owned by such person or entity.

(2) The information reported is based on an amended Schedule 13G, dated
February 9, 2000, filed with the SEC by Morgan Stanley Dean Witter & Co.
("Morgan Stanley") and Morgan Stanley Dean Witter Investment Management
Limited ("Morgan Stanley Management"). Morgan Stanley is the parent holding
company of Morgan Stanley Management. Morgan Stanley and Morgan Stanley
Management are each registered investment advisors. Morgan Stanley shares
dispositive power with respect to 3,102,108 shares of Common Stock and
shares voting power with respect to 2,139,338 shares of Common Stock.
Morgan Stanley Management shares dispositive power with respect to
1,602,880 shares of Common and shares voting power with respect to
1,270,140 shares of Common Stock.

(3) The information reported is based on an amended Schedule 13G, dated
January 20, 2000, filed with the SEC by Basil P. Regan ("Regan") on behalf
of Regan and Regan Partners, L.P. ("Regan Partners"). Regan is the general
partner of Regan Partners. Regan shares dispositive and voting power with
respect to 2,557,500 shares of Common Stock. Regan Partners shares
dispositive and voting power with respect to 1,533,700 shares of Common
Stock.

(4) Amount shown includes options to purchase 1,000,000 shares of Common Stock.

(5) Amount shown includes options to purchase 88,938 shares of Common Stock.

(6) Amount shown includes options to purchase 187,500 shares of Common Stock.

(7) Amount shown is comprised of options to purchase shares of Common Stock.

(8) Amount shown is comprised of options to purchase shares of Common Stock.

(9) Amount shown includes options to purchase 232,318 shares of Common Stock
held by executive officers not named in the Summary Compensation Table
below. Also includes the options and restricted stock referenced in notes
(2), (3) and (4) on pages 6 and 7.

SOLICITATION

GenRad will bear the entire cost of preparing, assembling, printing and
mailing this Proxy Statement, the enclosed Proxy and any additional material
which may be furnished to shareholders. Further solicitation of Proxies may be
made by telephone or other communication. Brokers, custodians and fiduciaries in
whose names Common Stock is held will be requested to forward Proxy soliciting
material to the beneficial owners of such stock and GenRad will reimburse them
for this service. GenRad has retained Georgeson & Company Inc. as proxy
solicitor to aid in the solicitation of Proxies at an estimated cost of $6,000.

VOTES REQUIRED

As long as a quorum is present, the vote of a plurality of the votes cast by
the stockholders entitled to vote on the election of Directors is necessary for
the election of the Class I Directors. The affirmative vote of a majority of the
votes cast on the proposal is required for approval of the amendment to the
Company's 1991 Equity Incentive Plan, provided that the total votes cast on the
proposal represents over 50% in interest of all securities entitled to vote on
the proposal. Votes may be cast in favor of the election of each of the nominees
for Class I Directors or withheld; votes that are withheld will have no effect
on the outcome of the election of the Class I Directors. For purposes of the
vote on the amendment to the Company's 1991 Equity Incentive Plan, an abstention
or a broker non-vote will have the effect of a vote against the proposal unless
holders of more than 50% in interest of all securities entitled to vote on the
proposal cast votes, in which event neither an abstention nor a broker non-vote
will have any effect on the result of the vote.

ITEM 1.
ELECTION OF DIRECTORS

Pursuant to Section 50A of Massachusetts General Laws Chapter 156B, the
Company has a classified Board of Directors consisting of two Class I Directors,
two Class II Directors and three Class III Directors. The Class I, Class II and
Class III Directors will serve until the Annual Meetings of Shareholders to be
held in 2000, 2001 and 2002, respectively, and until their respective successors
are duly elected and qualified. Under Massachusetts law, the Board of Directors
may be expanded, vacancies and newly created directorships may be filled and the
number of directors may be fixed, only by a majority vote of the remaining
directors. At each Annual Meeting of Shareholders, directors are elected for a
full term of three years to succeed those whose terms are expiring. At the
Meeting, the shareholders will elect two Class I Directors, whose terms will
extend until the 2003 Annual Meeting.

The nominees for Class I Directors, Adriana Stadecker and Lowell B.
Hawkinson, were nominated by the Board of Directors in April 2000.

Shares represented by all Proxies received by the Board of Directors and not
so marked as to withhold authority to vote for any individual nominee will be
voted (unless one or more nominees are unable or unwilling to serve) for the
election of the two nominees for Class I Directors. The Board of Directors knows
of no reason why any such nominee should be unable or unwilling to serve, but if
such should be the case, the persons named in the Proxy may vote the Proxy for
the election of a substitute.

NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

The following table sets forth certain information about each nominee for
Director who will serve (if elected) until 2003 and each member of the Board of
Directors whose term expires in 2002 or 2001.

NUMBER OF SHARES OF
YEAR BECAME COMMON STOCK
A DIRECTOR BENEFICIALLY PERCENT
BIOGRAPHICAL SUMMARIES OF NOMINEES AND DIRECTORS OF THE COMPANY OWNED (1) OF CLASS
- ------------------------------------------------ -------------- ------------------- --------

NOMINEES FOR DIRECTORS WHOSE TERMS WILL EXPIRE IN
2003
(CLASS I DIRECTORS)

Adriana Stadecker, 53, Sr. Vice President, Human
Resources, The Pioneer Group, Inc.................. 1994 24,500(2)(3) *

Ms. Stadecker has been Sr. Vice President of Human
Resources of The Pioneer Group, Inc. since
November 1999. From July 1997 until June 1999,
Ms. Stadecker was the Director of Human Resources
at BTR, plc. From July 1994 until June 1997, Ms.
Stadecker was Founder and President of EPIC
International.

Lowell B. Hawkinson, 57.............................. 1995 33,000(2)(3) *

Mr. Hawkinson was Chief Executive Officer and
Chairman of the Board of Directors of Gensym
Corporation, a software company, from September
1986 until October 1999. Mr. Hawkinson is a
director of Gensym Corporation.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2002
(CLASS III DIRECTORS)

William G. Scheerer, 62, Vice-President, Kalman
Saffran Associates, Inc. and President, Performance
Quest, LLC, Morganville, New Jersey................ 1988 26,000(2)(3) *

Mr. Scheerer has been Vice-President of Kalman
Saffran Associates, Inc. since January 1998.
Since January 1997, Mr. Scheerer has been
President of Performance Quest, LLC, Morganville,
New Jersey. From February 1996 to September 1996
he was Infrastructure Operations Vice President
at Lucent Technologies. From January 1994 to
February 1996 he was Quality, Engineering,
Software & Technologies (QUEST Partnership) Vice
President at AT&T Bell Laboratories. Mr. Scheerer
is a director of LeCroy Corp.

Russell A. Gullotti, 57, Chairman, President and
Chief Executive Officer, National Computer Systems,
Inc., Eden Prairie, Minnesota...................... 1995 29,585(2)(3) *

Mr. Gullotti has been President and Chief Executive
Officer of National Computer Systems, Inc. since
October 1994 and Chairman of the Board of
Directors since May 1995. From January 1994 until
October 1994, he was President, Americas Area, at
Digital Equipment Corporation. Mr. Gullotti is a
director of MTS Systems Corporation.

Robert M. Dutkowsky, 45, Chairman, President and
Chief Executive Officer, GenRad, Inc., Westford,
Massachusetts...................................... 2000 500,000(4) 1.47%

Mr. Dutkowsky has been Chairman, President and
Chief Executive Officer of the Company since
April 9, 2000. From September 1999 until April
2000, Mr. Dutkowsky was President of Data
General, a division of EMC Corporation.
Mr. Dutkowsky served as Executive Vice President,
Markets and Channels for EMC Corporation from
September 1997 until October 1999. Prior to
September 1997, Mr. Dutkowsky served in various
executive capacities with International Business
Machines Corporation.

DIRECTORS WHOSE TERMS WILL EXPIRE IN 2001
(CLASS II DIRECTORS)

William S. Antle III, 54............................. 1995 33,000(2)(3) *

Mr. Antle was President and Chief Executive Officer
of Oak Industries Inc., a manufacturer of
components for leading manufacturers in the
telecommunications industry, from December 1989
until its acquisition by Corning Incorporated in
January 2000. He became Chairman of the Board of
Oak Industries Inc. in May 1996 and served in
this capacity until January 2000. Mr. Antle is a
director of Nvest Companies, L.P. and John G.
Harland Co.

Ed Zschau, 60, Professor of Management, Harvard
University, Cambridge, Massachusetts and Visiting
Professor, Princeton University, Princeton, New
Jersey............................................. 1995 31,500(2)(3) *

Mr. Zschau has been Professor of Management at
Harvard University since May 1997 and on the
Harvard faculty since February, 1996. Mr. Zschau
has been a Visiting Professor at Princeton
University from September 1997 to February 1998
and from September 1998 to present. From April
1993 to July 1995, Mr. Zschau was General
Manager, Storage Systems Division at IBM
Corporation. Mr. Zschau is a director of The
Reader's Digest Association, Inc. and StarTek,
Inc.

- ------------------------

* Less than 1%.

(1) The number of shares beneficially owned by each director is determined under
rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days of March 24, 2000 through
the exercise of any stock option or other right. The inclusion herein of
such shares, however, does not constitute an admission that the named
shareholder has a direct or indirect pecuniary interest in such shares.
Unless otherwise indicated, each person named in the table has sole voting
power and investment power (or shares such power with his or her spouse)
with respect to all shares of Common Stock listed as owned by such person.

(2) Includes for the following persons options to purchase the indicated number
of shares of Common Stock: Ms. Stadecker (12,500 shares), Mr. Antle (12,500
shares), Mr. Gullotti (12,500 shares), Mr. Hawkinson (12,500 shares),
Mr. Zschau (22,500 shares) and Mr. Scheerer (10,000 shares).

(3) Includes 2,500 shares of restricted stock issued on each of August 29, 1997,
August 31, 1998 and August 31, 1999 to each of Ms. Stadecker and
Messrs. Antle, Gullotti, Hawkinson, Scheerer and Zschau. These shares may
not be transferred prior to the earlier to occur of (i) the first, second
and third anniversaries of the respective dates of grant, each with respect
to one-third of the shares, (ii) the resignation of the director from the
Board of Directors with the consent of the majority of the

members of the Board, or the death or disability of the director, or
(iii) a change in control of the Company. Further, if a director resigns
from the Board of Directors or refuses to stand for re-election without the
consent of the majority of the members of the Board prior to the date upon
which the restrictions on transfer lapse, the director forfeits to the
Company all shares of restricted stock issued to such director during the
year preceding such resignation or refusal.

(4) Amount shown consists of options to purchase 500,000 shares of Common Stock
that will be granted to Mr. Dutkowsky in April 2000 and will be immediately
exercisable upon grant.

FURTHER INFORMATION REGARDING THE BOARD OF DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS

The Compensation Committee of the Board reviews and makes recommendations to
the Board on matters relating to employee compensation and benefits, determines
the compensation of officers and other key employees and administers the
Company's 1982 Stock Option Plan, 1991 Equity Incentive Plan, Employee Stock
Purchase Plan and the Company's 1997 Non-Qualified Stock Option Plan. The
members are Ed Zschau (Chair), William S. Antle III and Lowell B. Hawkinson. The
Corporate Governance Committee of the Board articulates matters which should be
raised to the Board and defines the Board's accountability. The members are
William G. Scheerer (Chair), Adriana Stadecker and Russell A. Gullotti. The
Audit Committee of the Board reviews and monitors the Company's financial
reporting and accounting practices, and works with representatives of the
Company's independent accountants in establishing the scope of the audit and
conducting an independent review of the audit after its completion. The members
are Russell A. Gullotti (Chair), William S. Antle III and Adriana Stadecker. The
Technology and Quality Committee of the Board periodically reviews issues
concerning product technology with the Company's technical management and
reports its assessments to the Board. The members are Lowell B. Hawkinson
(Chair), William G. Scheerer and Ed Zschau.

In Fiscal Year 1999 the Board of Directors met 8 times, its Audit Committee
met 8 times and its Compensation Committee met 4 times. All directors attended
at least 75% of the meetings of the Board and of all meetings of the committees
of the Board on which they served.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent beneficial owners are
required to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended January 1, 2000, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent beneficial owners were satisfied except
that a Form 5 was filed in March, 1999 on behalf of each of Messrs. Antle,
Gullotti, Scheerer, Hawkinson, Zschau and Ms. Stadecker with respect to, in each
case, a grant of restricted Common Stock under the Company's 1994 Director
Restricted Stock Plan on August 31, 1999 which was an exempt transaction under
Section 16(b) of the Securities Exchange Act of 1934, as amended.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information for the past three fiscal
years with respect to the annual and long-term compensation of the Company's
Chief Executive Officer and certain other highly compensated executive officers
of the Company during the most recent fiscal year (such executive officers are
sometimes collectively referred to in this Proxy Statement as the "named
executive officers"):

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION(A) YEAR ($)(B) ($) ($)(C) OPTIONS (#) ($)(D)
- ------------------------------ -------- -------- -------- ------------ ------------ ------------

James F. Lyons.................... 1999 $432,510 $ -- $5,181 -- $38,173
President, Chief Executive 1998 453,573 -- 4,412 -- 32,154
Officer 1997 432,504 359,502 4,412 350,000 4,750

John Downing...................... 1999 200,018 132,555 3,886 -- 6,679
Vice President, Global Sales 1998 182,322 59,416 3,220 -- 9,466
1997 135,419 82,069 2,390 129,256 8,584

Paul H. Geere..................... 1999 272,214 -- 1,468 -- 29,457
Vice President, GenRad; 1998 240,303 -- 1,659 -- 35,613
President, Advanced Diagnostic 1997 196,689 246,320 697 -- 55,116
Solutions Division

Steven Holford.................... 1999 211,657 -- -- 100,000 5,085
Vice President, GenRad; 1998 158,929 10,000 -- 24,000 1,456
President, GR Software Division 1997 9,783 -- -- 29,000 --

Michael W. Schraeder.............. 1999 300,014 -- -- -- 5,120
President, Electronic 1998 276,035 -- 4,091 100,000 6,613
Manufacturing Solutions 1997 200,004 313,396 3,526 155,000 25,027

- ------------------------

(a) Mr. Lyons' employment with the Company terminated in April 2000. Pending
completion of an agreement required under U.K. law, Mr. Geere's employment
with the Company will terminate. Mr. Holford joined the Company in
December 1997.

(b) Mr. Geere's salary is calculated on the basis of an annual average
conversion rate of L1.00\$1.6247 between the British pound and U.S. dollar
during the 1999 fiscal year.

(c) The amounts shown represent the dollar value of the difference between the
price paid by the named executive officer for Common Stock under the
Company's Employee Stock Purchase Plan and the fair market value of such
stock on the date of purchase.

(d) For Mr. Lyons, the amount shown for 1999 includes $33,000 paid by the
Company for housing allowance. The amount shown for Mr. Geere in 1999
includes $13,678 under the Company's defined contribution plan and $14,703
for automobile allowance including fuel and phone. The amount shown for
Mr. Downing in 1999 includes a $1,599 automobile allowance. The amount shown
in 1999 for Messrs. Lyons, Downing, Geere, Holford and Schraeder includes,
in each case, a $5,000 matching payment made by the Company under its 401(k)
plan and includes insurance premiums paid by the Company for term life
insurance for each of the named executive officers as follows: Mr. Lyons
$173; Mr. Downing $80; Mr. Geere $109; Mr. Holford $85; and Mr. Schraeder
$120.

SEVERANCE AND EMPLOYMENT AGREEMENTS

Effective May 8, 1997, the Company entered into a Severance Agreement with
Mr. Lyons (the "Executive") ("the Lyons Severance Agreement") which provided
that either the Company or the Executive may at any time terminate the
Executive's employment with the Company upon 30 days' notice. If, however, the
Company terminated the Executive's employment without cause (as defined in the
Lyons Severance Agreement) or the Executive died or became disabled or the
Executive terminated his employment with the Company for good reason (as defined
in the Lyons Severance Agreement), the Lyons Severance Agreement provided that
the Company would pay to the Executive a lump-sum cash amount equal to 300
percent of the sum of his current base salary and his bonus for the previous
year. In addition, the Company would be required to continue to provide benefits
to the Executive for a period of three years from the date of termination and
all options to purchase the Company's stock then held by the Executive would
become immediately exercisable. The payments and benefits to which the Executive
would be entitled under the Lyons Severance Agreement would be reduced to the
extent necessary to prevent the Executive from becoming liable for the excise
tax levied on certain "excess parachute payments" under Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code").

In connection with a search to find a successor to the Executive as the
Company's Chief Executive Officer, the Company and the Executive entered into an
agreement dated December 10, 1999 (the "December Agreement") under which the
Company confirmed that it would honor the Lyons Severance Agreement. The
December Agreement further provided that the Executive would receive a cash
bonus of $346,003 for fiscal 1999 and that following the date the Company had
failed to maintain the Executive as the Chief Executive Officer of the Company,
he would serve as a consultant to the Company for a period of three years. The
December Agreement provided that while serving as a consultant to the Company
the Executive would be paid a consulting fee of $10,000 per calendar quarter
(with additional PER DIEM payments in the event he is required to consult in
excess of five business days in a calendar quarter) and that so long as the
Executive acted as a consultant to the Company, he would not engage in
activities competitive with the Company.

At the end of 1999, the Board of Directors discontinued its search for a
Chief Executive Officer to succeed the Executive. Effective January 4, 2000, the
Company entered into a three-year employment agreement with the Executive,
subject to the right of the Company or the Executive to terminate the agreement
earlier at any time (the "Employment Agreement"). The Employment Agreement
superseded and terminated the Lyons Severance Agreement and the December
Agreement, including the obligation to pay the cash bonus for 1999. The
Employment Agreement provides for a base salary of $525,000 per year; an initial
bonus of $350,000, repayable PRO RATA on a declining basis if within 36 months
the Executive terminates his employment without good reason (as defined in the
Employment Agreement) or if the Company terminates his employment for cause (as
defined in the Employment Agreement); future bonus opportunities; and a stock
option grant for 150,000 shares of stock at an exercise price of $15.44. The
Employment Agreement also provides for severance payments and benefits and a
consulting arrangement essentially identical to those provided in the terminated
Lyons Severance Agreement and the December Agreement.

Subsequent to the date the terms of the Employment Agreement were agreed
upon, Robert M. Dutkowsky became available to serve as the Company's Chief
Executive Officer. On April 9, 2000, Robert M. Dutkowsky was elected Chairman,
President and Chief Executive Officer of the Company. As a result, the
Employment Agreement was terminated. Pursuant to the provisions of the
Employment Agreement, in addition to the initial bonus of $350,000, the
Executive will receive one month's salary in lieu of notice, a lump-sum cash
payment in the amount of $2,625,000, benefit continuation for three years and
vesting of all of his outstanding stock options. The Executive will continue as
a consultant to the Company under the terms and conditions described above with
respect to the December Agreement, subject to termination by the Executive or
the Company at any time. The Executive's stock options will continue to be
exercisable so long as he continues as a consultant.

Under the terms of his employment as the Company's Chairman, President and
Chief Executive Officer effective April 10, 2000, Mr. Dutkowsky will receive a
base salary of $500,000 per year and a bonus opportunity of up to 100 percent of
his base salary based upon achievements to be determined by him and the
Compensation Committee. He will also receive an initial bonus of $125,000 which
will be repayable PRO RATA on a declining basis if within 12 months he is
terminated for cause or resigns otherwise than for good reason. On the second
full business day following the date the Company publicly announces its
financial results for the first quarter of fiscal 2000, Mr. Dutkowsky will
receive stock options for 500,000 shares of the Common Stock of the Company at
an exercise price equal to the closing price for a share of Common Stock of the
Company on the date of grant. These options will be exercisable in full
immediately but shall be subject to a right of repurchase in favor of the
Company at the exercise price on a declining basis over four years if Mr.
Dutkowsky ceases to be employed by the Company. In the event Mr. Dutkowsky's
employment with the Company is terminated other than in connection with a change
of control, Mr. Dutkowksy's salary and benefits shall continue for 12 months and
any right to repurchase shares acquired upon exercise of stock options with
respect to this 12-month period shall end unless Mr. Dutkowsky's employment was
terminated by the Company for cause or by Mr. Dutkowsky other than for good
reason. In the event of a change of control of the Company and provided that Mr.
Dutkowsky has remained in the employ of the Company for six months following the
change of control, he shall have the right during the successive six-month
period to terminate his employment and to receive a lump-sum cash payment equal
to three times the sum of his annual salary at the time of the change of control
and his average bonus for the two prior fiscal years (or for the prior fiscal
year if two fiscal years have not elapsed). He shall also receive this payment
if he terminates his employment for good reason within six months after the
change of control or, during this period, the Company terminates his employment
other than for cause or if he dies or becomes disabled. Furthermore, under the
circumstances in which he is entitled to receive the lump-sum cash payment, any
right to repurchase shares acquired upon exercise of stock options shall
terminate and Mr. Dutkowsky's fringe benefits shall continue for three years or
until he becomes entitled to receive a comparable benefit from a new employer.
It is contemplated that Mr. Dutkowsky and the Company will enter into an
employment agreement containing the foregoing terms and that this employment
agreement will contain a covenant not to compete.

The Company entered into severance agreements (each a "Severance Agreement")
with Messrs. Downing, Geere and Schraeder (each a "Named Executive") effective
as of October 24, 1997 for Mr. Downing and as of May 9, 1997 for Messrs. Geere
and Schraeder. Under each Severance Agreement the Named Executive is entitled to
a base salary, all benefits generally made available to officers of the Company
and is eligible for an annual performance bonus. Each Severance Agreement will
terminate two years from the date the Company notifies the Named Executive that
it is terminating the Severance Agreement. Each Severance Agreement provides
that either party may terminate such Named Executive's employment with the
Company upon 30 days' notice to the other party; provided, however, if (i) the
Company terminates the Named Executive's employment without cause; (ii) the
Named Executive dies or becomes disabled; or (iii) the Named Executive
terminates his employment with the Company for good reason, then the Company
will pay to the Named Executive a lump-sum cash amount equal to one hundred
percent of the Named Executive's base salary and will continue to provide
benefits to the Named Executive for a period of one year from the date of the
termination. In addition, all options to purchase Company stock held by the
Named Executive will immediately become exercisable. In the event of a change in
control of the Company, if within three years of the date of the change in
control, (i) the Company terminates the Named Executive's employment without
cause, (ii) the Named Executive dies or becomes disabled; or (iii) the Named
Executive terminates his employment with the Company for good reason, then the
Company will pay to the Named Executive, in lieu of the foregoing severance
payments and benefits, a lump-sum cash amount equal to two hundred percent of
the sum of (a) the Named Executive's base salary and (b) an amount equal to the
bonus earned by the Named Executive for the prior fiscal year. In addition, the
Company will pay to the Named Executive the pro-rata portion of the Named
Executive's target bonus for the year of termination and will continue to
provide benefits to the Named Executive for a period of

three years from the date of termination. Moreover, all options to purchase
Company stock held by the Named Executive will become immediately exercisable.
However, the payments and benefits to which each Named Executive will be
entitled under each Severance Agreement will be reduced to the extent necessary
to prevent the Named Executive from becoming liable for the excise tax levied on
certain "excess parachute payments" under Section 4999 of the Code. Each
Severance Agreement imposes certain confidentiality and non-competition
obligations on the Named Executive and provides each Named Executive with
indemnification rights.

Pending completion of an agreement required under UK law, Mr. Geere's
employment with the Company will terminate. Upon such termination, Mr. Geere
will become entitled to receive severance payments and other benefits under his
Severance Agreement with the Company.

The Company has also entered into a severance agreement with Mr. Holford
(the "Holford Agreement") effective as of May 1, 1999. Under the Holford
Agreement, Mr. Holford is entitled to a base salary, all benefits generally made
available to officers of the Company and is eligible for an annual performance
bonus. The Holford Agreement will terminate one year from the date the Company
notifies Mr. Holford that it is terminating the Holford Agreement. If (i) the
Company terminates Mr. Holford's employment without cause or (ii) Mr. Holford
terminates his employment with the Company for good reason, then upon receipt of
a written release and waiver from Mr. Holford, the Company will pay to
Mr. Holford a lump-sum cash amount equal to one hundred percent of
Mr. Holford's base salary and will continue to provide certain benefits to
Mr. Holford for a period of one year from the date of the termination or until
Mr. Holford obtains similar benefits from another employer. In the event of a
change in control of the Company, if within three years of the date of the
change in control (i) the Company terminates Mr. Holford's employment without
cause or (ii) Mr. Holford terminates his employment with the Company for good
cause, then upon receipt of a written release and waiver from Mr. Holford, the
Company will pay to Mr. Holford, in lieu of the foregoing severance payments and
benefits, a lump-sum cash amount equal to two hundred percent of the sum of
(a) Mr. Holford's base salary and (b) an amount equal to the bonus earned by
Mr. Holford for the prior fiscal year. In addition, the Company will pay to
Mr. Holford the pro-rata portion of Mr. Holford's target bonus for the year of
termination and will continue to provide benefits to Mr. Holford for a period of
three years from the date of termination or until Mr. Holford obtains similar
benefits from another employer. Moreover, all options to purchase Company stock
held by Mr. Holford will become immediately exercisable. Any payments and
benefits to which Mr. Holford will be entitled under the Holford Agreement will
be reduced to the extent necessary to prevent Mr. Holford from becoming liable
for the excise tax levied on certain "excess parachute payments" under
Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code").
Finally, the Holford Agreement imposes certain confidentiality obligations on
Mr. Holford.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth certain information regarding options granted
during the fiscal year ended January 1, 2000 by the Company to each of the named
executive officers:

POTENTIAL REALIZABLE
VALUE
AT ASSUMED RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(A)
-------------------- -------------------------
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR
UNDERLYING OPTIONS GRANTED TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- -------------------- -------------------- ----------- ---------- ---------- ------------

James F. Lyons........ -- -- -- -- -- --
John W. Downing....... -- -- -- -- -- --
Paul H. Geere......... -- -- -- -- -- --
Steven K. Holford..... 50,000 5.68% $30.000 02/11/09 $943,342 $2,390,614
50,000 5.68% $14.375 03/31/09 $452,018 $1,145,502
Michael W.
Schraeder........... -- -- -- -- -- --

- ------------------------

(a) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. Actual gains, if any, on stock appreciation exercises will
depend on the future performance of the Common Stock and the date on which
the options are exercised. Amounts shown assume that all options vest in
accordance with the terms of each executive officer's own stock option
agreement. The Company has not granted stock appreciation rights to date.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth the aggregate dollar value of all options
exercised during the last fiscal year and the total number and value of
unexercised options held on January 1, 2000 by each of the named executive
officers:

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS
END(#) AT FISCAL YEAR END($)(A)
SHARES ACQUIRED VALUE REALIZED --------------------------- ---------------------------
NAME ON EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- -------------- ----------- ------------- ----------- -------------

James F. Lyons............ -- -- 833,334 116,666 $5,912,500 --
John W. Downing........... -- -- 69,126 64,624 $ 78,329 $ 44,577
Paul H. Geere............. -- -- 125,000 62,500 $ 453,125 $226,563
Steven K. Holford......... -- -- 18,500 130,500 -- $ 87,500
Michael W. Schraeder...... -- -- 251,250 138,750 $ 447,500 $ 25,000

- ------------------------

(a) The closing price for the Company's Common Stock on the New York Stock
Exchange on December 31, 1999, the last business day of fiscal 1999, was
$16.125. Value is calculated on the basis of the positive difference between
the option exercise price and $16.125 multiplied by the number of shares of
Common Stock underlying the option. On April 10, 2000, the closing price for
the Company's Common Stock on the New York Stock Exchange was $13.0625.

PENSION PLAN

GenRad has a defined benefit pension plan designed to provide retirement
benefits for employees in the United States and incidental benefits to their
beneficiaries. On January 31, 1995, the Company closed the Pension Plan to new
participants and ceased all benefit accruals. Only three named executive
officers,

Messrs. Lyons, Downing and Schraeder, qualify for participation in the Pension
Plan based upon at least one qualified year of service prior to January 31,
1995. Messrs. Downing's and Schraeder's annual benefits under the plan have been
frozen at approximately $11,595 and $15,452, respectively, assuming retirement
at age 65. Mr. Lyons' annual benefit under the plan has been frozen at $120 but
will be reduced based on actuarial calculations.

COMPENSATION OF DIRECTORS

Directors who are not employees of GenRad currently receive an annual grant
of 2,500 restricted shares of the Company's Common Stock. Directors who are not
employees of GenRad also receive a fee of $750 for each directors' meeting
attended. The standing committees of the Board of Directors are the Audit
Committee, the Compensation Committee, the Corporate Governance Committee and
the Technology and Quality Committee. Non-employee directors who serve as
committee chair receive a fee of $1,000 for attending each committee meeting.
Non-employee directors who are members of a Committee receive a fee of $750 for
attending each committee meeting. Directors are also reimbursed for any expenses
attendant to Board membership.

Pursuant to the Company's 1991 Directors' Stock Option Plan, each
non-employee director is granted an option to purchase 2,500 shares of the
Company's Common Stock each year on the fifth business day following the release
of annual earnings. The option exercise price for options granted under the 1991
Directors' Stock Option Plan is equal to the closing price per share of the
Company's Common Stock on the date of grant ($20.9375 in 1999). Each option may
be exercised at any time, in whole or in part, prior to the fifth anniversary of
the date of grant. Also pursuant to the 1991 Directors' Stock Option Plan, each
non-employee who becomes a director is granted options to purchase 10,000 shares
of the Company's Common Stock on the day that he or she becomes a director. The
option exercise price for these options is equal to the closing price per share
of the Company's Common Stock on the date of grant. Each option may be exercised
at any time, in whole or in part, prior to the fifth anniversary of the date of
grant.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee seeks to achieve three broad goals in connection
with the Company's executive compensation programs and decisions regarding
individual compensation. First, the Compensation Committee structures executive
compensation programs in a manner that the Committee believes will enable the
Company to attract and retain key executives. Second, the Compensation Committee
establishes compensation programs that are designed to reward executives for the
achievement of specified business objectives of the Company. By tying
compensation in part to particular goals, the Compensation Committee believes
that a performance-oriented environment is created for the Company's executives.
Finally, the Company's executive compensation programs are intended to provide
executives with an equity interest in the Company so as to link a portion of the
compensation of the Company's executives with the performance of the Company's
Common Stock.

The compensation programs for the Company's executives established by the
Compensation Committee consist of three elements tied to the foregoing
objectives: base salary; annual cash bonus; and stock-based equity incentives,
primarily participation in the Company's 1991 Equity Incentive Plan. In
establishing base salaries for executives, the Compensation Committee monitors
standards at comparable companies, particularly those that are in the same
industry as the Company or related industries and/or are located in the same
general geographical area as the Company, considers historic salary levels of
the individual and the nature of the individual's responsibilities and compares
the individual's base salary with that of other executives of the Company. To
the extent determined appropriate, the Compensation Committee also considers
general conditions and the Company's financial performance in establishing base
salaries of executives. In deciding to award options, the Compensation Committee
also considers the number of options outstanding or previously granted and the
aggregate size of current awards.

On July 7, 1993, Mr. Lyons became the Company's Chief Executive Officer. Mr.
Lyons' compensation arrangements were last determined in 1997. In determining
such compensation arrangements, the Compensation Committee has followed the
policies set forth above. First, Mr. Lyons' base compensation was established to
match median levels for Chief Executive Officers of electronics companies of
comparable size. His base salary was maintained at the same level in 1996 as
compared to 1995 and increased 14.5% in 1997 as compared to 1996. Mr. Lyons'
base salary was not materially adjusted from 1997 through 1999. Second,
consistent with the goal of rewarding for the accomplishment of Company
objectives, Mr. Lyons received incentive compensation equal to 65% of his base
compensation in 1996 and 83% of his base compensation in 1997 as a result of the
Company's achievement of its objectives. Mr. Lyons received no incentive
compensation in 1998 or 1999. Finally, the grant of stock options to Mr. Lyons
in 1997 was intended to link the rewards of the Chief Executive Officer with
those of the Company's shareholders. The stock options granted to Mr. Lyons in
1997 are exercisable on a cumulative basis with respect to 25% of the shares
after one year from the date of grant and an additional 25% per year thereafter.
Mr. Lyons received no stock option grants during 1998 or 1999.

In December, 1999, as an element of succession planning, the Company entered
into a new Severance Agreement with Mr. Lyons. The new Agreement reaffirmed the
provisions of his May, 1997 Severance Agreement, and, in addition, provided for
an ongoing consulting relationship for a period of up to three years upon Mr.
Lyons being succeeded as CEO of the Company.

Section 162(m) of the Code, enacted in 1993, generally disallows a tax
deduction to public companies for compensation over $1 million paid to the
corporation's Chief Executive Officer and its four other most highly compensated
executive officers. Qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. Where possible,
the Company tries to maintain the deductibility of compensation paid to the
Company's executive officers.

Ed Zschau, Chair
William S. Antle III
Lowell B. Hawkinson

STOCK PERFORMANCE CHART

The following chart and table compare the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during the
five years ended December 31, 1999 with the total return on the S&P Technology
Sector Index and the S&P 500 Composite Index. The comparison assumes $100 was
invested on December 31, 1994 in the Company's Common Stock and in each of the
foregoing indices and assumes reinvestment of dividends.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG GENRAD, INC., THE S&P 500 COMPOSITE INDEX
AND THE S&P TECHNOLOGY SECTOR INDEX

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

DOLLARS

12/94 12/95 12/96 12/97 12/98 12/99
GENRAD, INC. $100 $163 $388 $503 $263 $269
S&P 500 100 144 204 258 446 781
S&P TECHNOLOGY SECTOR 100 138 169 226 290 351

COMPANY/INDEX 1994 1995 1996 1997 1998 1999
- ------------- -------- -------- -------- -------- -------- --------

GenRad, Inc.......................................... $100 $163 $388 $503 $263 $269
S&P Technology Sector Index.......................... 100 144 204 258 446 781
S&P 500 Composite Index.............................. 100 138 169 226 290 351

ITEM 2
PROPOSAL TO AMEND THE 1991 EQUITY INCENTIVE PLAN

The 1991 Equity Incentive Plan (the "Incentive Plan") provides for the award
of up to 9,250,000 shares of Common Stock in the form of incentive stock
options, non-qualified stock options and restricted stock. At March 24, 2000,
736,678 shares were still available for awards under the Incentive Plan,
including 250,000 shares as to which, if grants are to be made to executive
officers of the Company, it is the Company's intention that the grants will be
made at an exercise price of no less than $30.00 per share. On March 24, 2000,
approximately 146 persons holding options to purchase 3,984,042 shares of Common
Stock were participating in the Incentive Plan. The Company also maintains a
1997 Non-Qualified Employee Stock Option Plan in which officers and directors of
the Company may not participate. At March 24, 2000, 166,500 shares were
available for awards under this plan. In addition, as an inducement to
Mr. Dutkowsky to join the Company as Chairman, President and CEO, the Company
has agreed to grant him options outside the Company's stock option plans for
500,000 shares.

The Board of Directors has approved an amendment to the Incentive Plan,
subject to shareholder approval, increasing the maximum number of shares of
Common Stock which may be issued under the Incentive Plan by 500,000 shares (the
"Incentive Plan Amendment"). To minimize ownership dilution to existing
shareholders as shares under the Incentive Plan are issued, the Company has
maintained a share repurchase program. From June 16, 1998, the inception date of
the repurchase program, through March 24, 2000, the Company repurchased
2,195,600 shares of its Common Stock under the program.

The Board believes that increasing the shares available under the Incentive
Plan is a necessary factor in allowing the Company to attract and retain those
highly competent individuals upon whose judgment, initiative and leadership the
Company's continuing success in large measure depends.

Future issuances under the Incentive Plan are subject to the discretion of
the Compensation Committee. Therefore, it is impossible to indicate the specific
awards that will be granted to or benefits that will be received by any
individual participant or any group of participants under the Incentive Plan.
The following table, however, provides certain information about issuance of
options under the Incentive Plan to the named executive officers, all current
executive officers as a group, all current directors who are not executive
officers as a group and all employees who are not executive officers, as a group
during the fiscal year ended January 1, 2000.

1991 EQUITY INCENTIVE PLAN

DOLLAR VALUE NUMBER OF SHARES
NAME AND POSITION ($)(A) OF COMMON STOCK
- ----------------- ------------ ----------------

James F. Lyons, Chairman and Chief Executive Officer........ -- --
John W. Downing, Vice President, Global Sales............... -- --
Paul H. Geere, Vice President, GenRad; President, Advanced
Diagnostic Solutions Division............................. -- --
Steven K. Holford, Vice President, GenRad; President, GR
Software Division......................................... $25,000 100,000
Michael W. Schraeder, President, Electronic Manufacturing
Solutions................................................. -- --
Executive Officer Group (eight persons)..................... $25,000 300,000
Non-Executive Officer Director Group........................ -- --
Non-Executive Officer Employees............................. -- 225,000

- ------------------------

(a) Value is calculated on the basis of the positive difference between the
option exercise price and $14.875, the closing price for the Company's
Common Stock on the New York Stock Exchange on March 24, 2000, multiplied by
the number of option shares. Where the exercise price for an option granted
exceeds the closing price of the Company's Common Stock on March 24, 2000,
the value is expressed as zero.

The following is a summary of the material provisions of the Incentive Plan
and is qualified in its entirety by reference to the complete text of the
Incentive Plan which has been filed with the SEC and is available from the
Company upon request to the Clerk of the Company:

ELIGIBILITY

All key employees of the Company are eligible to receive incentive stock
options, non-statutory stock options and awards of restricted stock under the
Incentive Plan. Outside consultants and advisors to the Company are eligible to
receive non-statutory options and awards of restricted stock. Under the terms of
the Incentive Plan, eligible participants are not entitled to receive an award
or grant constituting more than 500,000 shares of Common Stock in any one
calendar year.

ADMINISTRATION

The Incentive Plan is administered by the Compensation Committee of the
Board of Directors.

STOCK OPTIONS

The Compensation Committee designates the optionee, date of grant and term
of each option, except that no incentive stock option can have a term exceeding
10 years (five years in the case of a 10% shareholder). The exercise price of
options is determined by the Compensation Committee, but may not be less than
100% (110% in the case of a 10% shareholder) of the fair market value on the
date of grant for incentive stock options. Payment of the option exercise price
may be made in cash, shares of Common Stock, a combination of cash or stock or
by any other method (including delivery of a promissory note payable on terms
specified by the Compensation Committee) approved by the Compensation Committee.
While the Company may grant options which are exercisable at different times or
within different periods, it is anticipated that options granted generally will
be exercisable on a cumulative basis with respect to 25% of the shares after one
year from the date of grant and an additional 25% per year thereafter. Options
are not generally assignable or transferable except by will or the laws of
descent and distribution or, in the case of non-statutory options, pursuant to a
qualified domestic relations order. The Compensation Committee, however, may
permit an optionee to transfer the option to members of the optionee's family,
to trusts or to other entities primarily for the benefit of the optionee or the
optionee's immediate family. The Compensation Committee will determine the
length of time during which an optionee may exercise his or her option following
the termination of employment (which may not exceed three months in the case of
incentive stock options) and upon death or disability (which may not exceed one
year in the case of incentive stock options).

The Compensation Committee, in its sole discretion, may include additional
provisions in any option granted under the Incentive Plan, including without
limitation restrictions on transfer, repurchase rights, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property to
optionees upon exercise of options, or such other provisions as shall be
determined by the Compensation Committee so long as not inconsistent with the
Incentive Plan. The Compensation Committee generally, in its sole discretion,
may also accelerate or extend the date or dates on which all or any particular
option or options granted under the Incentive Plan may be exercised.

RESTRICTED STOCK AWARDS

Restricted stock awards entitle the recipient to purchase Common Stock from
the Company under terms which provide for vesting over a period of time and a
right by the Company to repurchase unvested stock when the recipient's
relationship with the Company terminates. The Compensation Committee selects the
recipients of restricted stock awards and determines (i) the number of shares of
Common Stock to be issued and sold to the recipient, (ii) the price of the
stock, which can be less than the fair market value, and (iii) the vesting
schedule for such shares. While the Company may make awards of restricted

stock which vest at different times or within different periods, it is
anticipated that awards generally will vest on a cumulative basis with respect
to 33% of the shares after one year from the date of award and an additional 33%
per year thereafter. The recipient may not sell, transfer or otherwise dispose
of such stock until it vests. Upon termination of the recipient's relationship
with the Company, the Company will be entitled to repurchase those shares which
are not vested on the termination date at a price equal to their original
purchase price.

MERGERS AND CHANGE IN CONTROL

In the event of a consolidation or merger or sale of all or substantially
all of the assets of the Company, the Compensation Committee, in its discretion,
may take one or more of the following actions: (i) provide that outstanding
options shall be assumed, or equivalent options shall be substituted, by the
acquiring corporation, (ii) upon written notice to optionees, provide that all
unexercised options will terminate unless exercised within a specific time,
(iii) in the event of a merger in which cash payments are paid to shareholders,
make or provide for a cash payment to optionees equal to the difference between
the cash payment payable in the merger per share of Common Stock and the
exercise price per share, multiplied by the number of shares subject to each
outstanding option, and (iv) provide that all or any outstanding options shall
become exercisable in full and all restrictions on outstanding awards of
restricted stock shall terminate.

Notwithstanding any other provision of the Incentive Plan, in the event of a
"Change in Control of the Company," as defined in the Incentive Plan, the
exercise dates of all options then outstanding shall be accelerated in full, any
restrictions on exercising outstanding options issued pursuant to the Incentive
Plan shall terminate and any restrictions on and rights of the Company to
repurchase shares covered by outstanding awards of restricted stock issued
pursuant to the Incentive Plan shall terminate.

AMENDMENTS AND TERMINATION

The Compensation Committee at any time may amend or modify the terms of the
Incentive Plan in any respect except that the Compensation Committee may not
adopt any amendment requiring shareholder approval under Section 422 of the Code
without the approval of the shareholders of the Company.

WITHHOLDING TAXES

Subject to the approval of the Company, a participant may elect to satisfy
federal, state or local withholding tax requirements incurred in connection with
the exercise of an option or purchase of shares subject to a restricted stock
award, in whole or in part, by (i) causing the Company to withhold shares of
Common Stock which would otherwise be issued pursuant to the exercise of an
option or the purchase of shares subject to an award, or (ii) delivering to the
Company shares of Common Stock already owned by the optionee.

FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the federal income tax treatment of incentive
stock and non-statutory options and restricted stock awards.

NON-STATUTORY STOCK OPTIONS. No taxable income is recognized by the
optionee upon the grant of a non-statutory stock option. The optionee must
recognize as ordinary income in the year in which the option is exercised the
amount by which the fair market value of the purchased shares on the date of
exercise exceeds the option price. However, special rules may apply to persons
required to file reports under Section 16(a) of the Securities Exchange Act of
1934 as a consequence of the interaction of Section 83 of the Code and
Rule 16b-3. Subject to Section 162(m) of the Code, the Company will be entitled
to a business expense deduction equal to the amount of ordinary income
recognized by the optionee. Any additional gain or any loss recognized by the
optionee upon the subsequent disposition of

the purchased shares will be a capital gain or loss, and will be a long-term
gain or loss if the shares are held for more than one year. Any long-term
capital gain will be taxed at a rate of 20%.

INCENTIVE STOCK OPTIONS. As in the case of non-statutory options, no
taxable income is recognized by the optionee upon the grant of an incentive
stock option. However, unlike non-statutory options, no taxable income is
recognized by the optionee upon the exercise of an incentive stock option, and
no corresponding expense deduction is available to the Company. Generally, if an
optionee holds shares acquired upon the exercise of an incentive stock option
until the later of (i) two years from the grant of the option or (ii) one year
from the date of transfer of the purchased shares to him or her (the "Statutory
Holding Period"), any gain recognized by the optionee on a subsequent sale of
the shares will be treated as long-term capital gain. Effective for tax years
beginning after December 31, 1997, any long-term capital gain will be taxed at a
rate of 20%. The federal income tax effect on the holder of incentive stock
options is to defer, until the purchased shares are sold, taxation of any
increase in the shares' value from the time of grant to the time of exercise.

If the optionee sells shares acquired upon the exercise of an incentive
stock option prior to the expiration of the Statutory Holding Period, he or she
will recognize taxable income at ordinary income tax rates in an amount equal to
the lesser of (i) the fair market value of the shares on the date of exercise
less the option price; or (ii) the amount realized on the date of sale less the
option price. Subject to Section 162(m) of the Code, the Company will be
entitled to a corresponding business expense deduction. The excess of amount
realized by the optionee on disposition over the fair market value of the shares
at the time of exercise, if any, will be treated as short-term capital gain, and
taxed at ordinary rates.

For purposes of the "alternative minimum tax" applicable to individuals, the
exercise of an incentive stock option is treated in the same manner as the
exercise of a non-statutory stock option. Thus, in the year of option exercise
an optionee must generally include in his or her alternative minimum taxable
income the difference between the exercise price and the fair market value of
the purchased shares on the date of exercise. The alternative minimum tax is
imposed upon an individual's alternative minimum taxable income at rates of 26%
to 28%, but only to the extent that such tax exceeds the taxpayer's regular
income tax liability for the taxable year. However, the amount of adjusted net
alternative minimum tax paid in any taxable year is available as a credit
against regular tax in future years.

RESTRICTED STOCK AWARDS. If a restricted stock award is subject to
forfeiture provisions and restrictions on transfer (a "Restricted Award"),
neither the Company nor the recipient of the award will realize any federal tax
consequences at the time such award is made under the Incentive Plan unless the
recipient makes an election under Section 83(b) of the Code. If the recipient of
a Restricted Award makes a Section 83(b) election within 30 days of the date of
the award, or if the recipient receives an award that is not subject to
forfeiture provisions and restrictions on transfer, he or she will recognize
ordinary income, for the year in which the award is received, in an amount equal
to the difference between the fair market value of the Common Stock at the time
the award is made and the purchase price paid for the Common Stock. If such
election is made and the recipient subsequently forfeits some or all of the
Common Stock, he or she will not be entitled to any tax refund. However, the
recipient is allowed a capital loss if the amount paid for the Common Stock is
not fully restored on forfeiture. If a Section 83(b) election is not made with
respect to a Restricted Award, the recipient will recognize ordinary income in
the first taxable year in which the rights of the recipient are either
transferable or are not subject to a substantial risk of forfeiture, in an
amount equal to the difference between the fair market value of the Common Stock
at that time and the original purchase price for the shares. Subject to
Section 162(m) of the Code and satisfaction of the applicable reporting
requirements, the Company will be entitled to deduct, as compensation expense,
the same amount as the recipient must include as ordinary income. Such deduction
will be allowed in the Company's tax year which includes the last day (generally
December 31) of the recipient's tax year in which the recipient is required to
include the amount in income. When the recipient sells the shares, he or she
will recognize capital gain or loss at the time of sale equal to the difference
between his or her basis (the price paid for the shares plus any taxed amount)
and the sale price. The capital gain or loss recognized on

the disposition of such shares by the recipient will be short-term capital gain
or loss to the extent such shares are held by the recipient for 12 months or
less and long-term capital gain or loss to the extent such shares are held by
the recipient for more than 12 months. Any long-term capital gain will be taxed
at a rate of 20%.

COMPENSATION DEDUCTION. Section 162(m) of the Code provides a $1 million
limit for deductions of the Company with respect to compensation of the
Company's Chief Executive Officer and four other most highly compensated
executive officers. Compensation attributable to stock options (whether
qualified or non-qualified) will be excluded from this limitation provided that
the exercise price of the option is equal to the fair market value of the
Company's shares subject to the option on the date of grant and further provided
that certain other requirement relating to the composition of the Compensation
Committee and shareholder approval of the Incentive Plan are met. However, the
compensation element of grants of restricted stock is not excluded from this
limitation. Therefore, it is possible that at a future point in time the
Company's deduction for executive compensation could be subject to the
$1 million limitation. Moreover, the $1 million limit on deductions under
Section 162(m) of the Code is further reduced by the amount of any compensation
not deductible by the Company under Section 280G of the Code (i.e., any
parachute payment). See "Mergers and Change of Control" above.

BOARD RECOMMENDATION

The Board of Directors believes that approval of the proposed Incentive Plan
Amendment is in the best interest of the Company and its shareholders and
recommends a vote "FOR" the proposal.

SELECTION OF AUDITORS

The Board of Directors has selected PricewaterhouseCoopers LLP, independent
public accountants, as independent auditors of GenRad for the fiscal year ending
December 30, 2000. GenRad has been advised by PricewaterhouseCoopers LLP that
representatives will be present at the Meeting, and will have the opportunity to
make a statement if they so desire as well as be available to respond to
appropriate questions.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the next annual
meeting of shareholders must be received by the Company at its principal
executive offices by December 16, 2000 if the proposal is to be included in the
proxy statement and form of proxy relating to that meeting. The proxy for next
year's annual meeting may confer discretionary authority to vote on any
shareholder proposal received by the Company after February 29, 2001.

OTHER BUSINESS

The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Meeting. If
any other business properly comes before the Meeting, it is the intention of the
persons named in the enclosed Proxy to vote or otherwise act in accordance with
their judgment on such matters.

WALTER A. SHEPHARD, CLERK

April 14, 2000

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE SEND IN YOUR
PROXY WITHOUT DELAY. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT AT ANY TIME IF IT HAS
NOT BEEN VOTED.

838-PS-00

NOTICE TO PARTICIPANTS IN THE GENRAD CHOICE INVESTMENT PLAN OF THE ANNUAL
MEETING OF GENRAD SHAREHOLDERS

The GenRad Choice Investment Plan ("ChIP") provides that The Vanguard Group of
Investment Companies, as Trustee of the ChIP, will follow the voting
instructions of the ChIP participants with respect to any voting rights
pertaining to their respective interests in Shares of GenRad, Inc. Common Stock
held in ChIP Parts I and II. The enclosed Proxy identifies the number of shares
of GenRad Common Stock that you may direct the Trustee to vote.

Please complete, date and sign the Proxy and return it to Proxy Services, Boston
EquiServe, P.O. Box 9381, Boston, Massachusetts 02205-9956. All ChIP
Participants must return the completed Proxy on or before May 10, 2000 in the
envelope provided. The Trustee has provided EquiServe with a ballot executed in
blank. EquiServe will tabulate the total from the Proxies it receives and will
enter the totals on the ballot. This ballot will then be tabulated by EquiServe
with all other ballots cast at the Annual Meeting.

For ChIP Participants, the number of shares indicated on the enclosed Proxy is
the total number represented by your allocations to the GenRad Stock Fund in
ChIP Part I (Profit Sharing Trust Account) and Part II (employee contribution
account). If you have any questions about the manner in which this number was
computed, or about any other matter in this notice, please contact GenRad's
Human Resource Department at (978) 589-7331.

All ChIP Participants are cordially invited to attend the Annual Meeting.

GenRad, Inc.
By: Walter A. Shephard, CLERK

April 14, 2000

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENVELOPE PROVIDED

838-LTR-00

Appendix A

GenRad, Inc.
1991 EQUITY INCENTIVE PLAN
March 29, 1991,
AS AMENDED THROUGH MAY 11, 2000

1. PURPOSE.

The purpose of this plan (the "Plan") is to secure for GenRad, Inc.
(the "Company") and its shareholders the benefits arising from capital stock
ownership by employees, officers and employee directors of, and consultants or
advisors to, the Company who are expected to contribute to the Company's future
growth and success. Except where the context otherwise requires, the term
"Company" shall include all present and future subsidiaries of the Company as
defined in Sections 424(c) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code").

2. TYPE OF OPTIONS AND AWARDS; ADMINISTRATION.

(a) TYPES OF OPTIONS AND AWARDS. Options granted pursuant to the Plan
shall be authorized by action of the Board of Directors of the Company (or a
Committee designated by the Board of Directors) and may be either incentive
stock options ("Incentive Stock Options") meeting the requirements of Section
422 of the Code or non-statutory options which are not intended to meet the
requirements of Section 422 of the Code. Awards granted pursuant to the Plan
shall be authorized by action of the Board of Directors of the Company (or a
Committee designated by the Board of Directors) and shall meet the requirements
of Section 13 of the Plan.

(b) ADMINISTRATION. The Plan will be administered by the Board of
Directors of the Company, whose construction and interpretation of the terms and
provisions of the Plan shall be final and conclusive. The Board of Directors may
in its sole discretion (i) grant options to purchase shares of the Company's
Common Stock, $1.00 par value ("Common Stock"), and issue shares upon exercise
of such options as provided in the Plan and (ii) make awards for the purchase to
the express provisions of the Plan, to construe the respective option
agreements, wards and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the
respective option agreements and awards, which need not be identical, and to
make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement or award in the manner and
to the extent it shall deem expedient to carry the Plan into effect and it shall
be the sole and final judge of such expediency. No director or person acting
pursuant to authority delegated by the Board of Directors shall be liable for
any action or determination made in good faith. The Board of Directors may, to
the full extent permitted by or consistent with applicable laws or regulations
(including, without limitation,

applicable law and Rule 16b-3 promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"), or any successor rule ("Rule 16b-3")), delegate any
or all of its powers under the Plan to a committee (the "Committee") appointed
by the Board of Directors, and if the Committee is so appointed all references
to the Board of Directors in the Plan shall mean and relate to such Committee.

(c) APPLICABILITY OF RULE 16b-3. Those provisions of the Plan which
make express reference to Rule 16b-3 shall apply only to such persons as are
required to file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").

3. ELIGIBILITY.

(a) GENERAL. Options and awards may be granted or made to persons who
are, at the time of grant, key employees, officers or directors (so long as such
directors are also employees) of, or consultants or advisors to, the Company;
PROVIDED, that the class of persons to whom Incentive Stock Options may be
granted shall be limited to all employees of the Company; and PROVIDED FURTHER
that non-employee directors of the Company are not eligible to receive options
or awards of restricted stock under the Plan. A person who has been granted an
option or award may, if he or she is otherwise eligible, be granted additional
options or awards if the Board of Directors shall so determine.

(b) GRANT OF OPTIONS TO DIRECTORS AND OFFICERS. The selection of a
director or an officer (as the terms "director" and "officer" are defined for
purposes of Rule 16b-3) as a participant, the timing of the option grant or
award, the exercise price of the option or the sale price of the award and the
number of shares for which an option or award may be granted to such director or
officer shall be determined either (i) by the Board of Directors, of which all
members shall be "disinterested persons" (as hereinafter defined), or (ii) by a
committee of two or more directors having full authority to act in the matter,
of which all members shall be "disinterested persons." For the purposes of the
Plan, a director shall be deemed to be "disinterested" only if such person
qualifies as a "disinterested person" within the meaning of Rule 16b-3, as such
term is interpreted from time to time.

4. STOCK SUBJECT TO PLAN.

Subject to adjustment as provided in Section 16 below, the maximum
number of shares of Common Stock of the Company which may be issued and sold
under the Plan is 9,750,000 shares. In addition, in no event shall any eligible
recipient of an option or an award receive in any calendar year an award or
grant under the Plan for more than 500,000 shares of Common Stock. If an option
or award granted under the Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject to such option or
award shall again be available for subsequent option grants or awards under the
Plan. If shares issued upon exercise of an option or award under the Plan are
tendered to the Company in payment of the exercise price of an option or award
granted under the Plan, such tendered shares shall

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again be available for subsequent option grants or awards under the Plan;
PROVIDED, that in no event shall (i) the total number of shares issued pursuant
to the exercise of Incentive Stock Options under the Plan, on a cumulative
basis, exceed the maximum number of shares authorized for issuance under the
Plan exclusive of shares made available for issuance pursuant to this sentence
of (ii) the total number of shares issued pursuant to the exercise of options by
Reporting Persons, on a cumulative basis, exceed the maximum number of shares
authorized for issuance under the Plan exclusive of shares made available for
issuance pursuant to this sentence.

5. FORMS OF OPTION AGREEMENTS.

As a condition to the grant of an option under the Plan, each recipient
of an option shall execute an option agreement in such form not inconsistent
with the Plan as may be approved by the Board of Directors. Such option
agreements may differ among recipients.

6. PURCHASE PRICE UPON EXERCISE OF OPTIONS.

(a) GENERAL. The purchase price per share of stock deliverable upon the
exercise of an option shall be determined by the Board of Directors, PROVIDED,
HOWEVER, that in the case of an Incentive Stock Option, the exercise price shall
not be less than 100% of the fair market value of such stock, as determined by
the Board of Directors, at the time of grant of such option, or less than 110%
of such fair market value in the case of options described in Section 11(b).

(b) PAYMENT OF PURCHASE PRICE. Options granted under the Plan may
provide for the payment of the exercise price by delivery of cash or a check to
the order of the Company in an amount equal to the exercise price of such
options, or, to the extent provided in the applicable option agreement, (i) by
delivery to the Company of shares of Common Stock of the Company already owned
by the optionee having a fair market value equal in amount to the exercise price
of the options being exercised, (ii) by any other means (including without
limitation by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3 and
Regulation T promulgated by the Federal Reserve Board) or (iii) by any
combination of such methods of payment. The fair market value of any shares of
the Company's Common Stock or other non-cash consideration which may be
delivered upon exercise of an option shall be determined in such manner as may
be prescribed by the Board of Directors.

7. OPTION PERIOD.

Each option and all rights thereunder shall expire on such date as
shall be set forth in the applicable option agreement, except that such date, in
the case of an Incentive Stock Option, shall in no case be later than ten years
after the date on which the option is granted.

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8. EXERCISE OF OPTION.

Each option granted under the Plan shall be exercisable in full or in
installments at such time or times and during such period as shall be set forth
in the agreement evidencing such option, subject to the provisions of the Plan.

9. NONTRANSFERABILITY OF OPTIONS.

Incentive Stock Options, and all options granted to Reporting Persons,
shall not be assignable or transferable by the person to whom it is granted,
either voluntarily or by operation of law, except by will or the laws of descent
and distribution, and, during the life of the optionee, shall be exercisable
only by the optionee; PROVIDED, HOWEVER, that non-statutory options may be
transferred pursuant to a qualified domestic relations order (as defined in Rule
16b-3); and PROVIDED FURTHER, that the Board, at the time any option is granted
or thereafter, may permit the optionee to transfer the option to members of his
or her family or to trusts or other entities primarily for the benefit of the
optionee and/or members of his or her immediate family.

10. EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP.

The Board of Directors shall determine the period of time during which
an optionee may exercise an option following (i) the termination of the
optionee's employment or other relationship with the Company or (ii) the death
or disability of the optionee. Such periods shall be set forth in the agreement
evidencing such option.

11. INCENTIVE STOCK OPTIONS.

Options granted under the Plan which are intended to be Incentive Stock
Options shall be subject to the following additional terms and conditions:

(a) EXPRESS DESIGNATION. All Incentive Stock Options granted under the
Plan shall, at the time of grant, be specifically designated as such in the
option agreement covering such Incentive Stock Options.

(b) 10% SHAREHOLDER. If any employee to whom an Incentive Stock Option
is to be granted under the Plan is, at the time of the grant of such option, the
owner of stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company (after taking into account the attribution
of stock ownership rules of Section 424(d) of the Code), then the following
special provisions shall be applicable to the Incentive Stock Option granted to
such individual:

-4-

(i) The purchase price per share of the Common Stock subject
to such Incentive Stock Option shall not be less than 110% of the fair
market value of one share of Common Stock at the time of grant; and

(ii) The option exercise period shall not exceed five years
from the date of grant.

(c) DOLLAR LIMITATION. For so long as the Code shall so provide,
options granted to any employee under the Plan (and any other incentive stock
option plans of the Company) which are intended to constitute Incentive Stock
Options shall not constitute Incentive Stock Options to the extent that such
options, in the aggregate, become exercisable for the first time in any one
calendar year for the shares of Common Stock with an aggregate fair market value
(determined as of the respective date or dates of grant) of more than $100,000.

(d) TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY. No Incentive Stock
Option may be exercised unless, at the time of such exercise, the optionee is,
and has been continuously since the date of grant of his or her option, employed
by the Company, except that:

(i) an Incentive Stock Option may be exercised within the
period of three months after the date the optionee ceases to be an
employee of the Company (or within such lesser period as may be
specified in the applicable option agreement), PROVIDED, that the
agreement with respect to such option may designate a longer exercise
period and that the exercise after such three-month period shall be
treated as the exercise of a non-statutory option under the Plan.

(ii) if the optionee dies while in the employ of the Company,
or within three months after the optionee ceases to be such an
employee, the Incentive Stock Option may be exercised by the person to
whom it is transferred by will or the laws of descent and distribution
within the period of one year after the date of death (or within such
lesser period as may be specified in the applicable option agreement);
and

(iii) if the optionee becomes disabled (within the meaning of
Section 2(e)(3) of the Code or any successor provision thereto) while
in the employ of the Company, the Incentive Stock Option may be
exercised within the period of one year after the date the optionee
ceases to be such an employee because of such disability (or within
such lesser period as may be specified in the applicable option
agreement).

For all purposes of the Plan and any option or award granted hereunder,
"employment" shall be defined in accordance with the provisions of Section
1.421-7(h) of the Income Tax Regulations (or any successor regulations).
Notwithstanding the foregoing provisions, no Incentive Stock Option may be
exercised after its expiration date.

-5-

12. ADDITIONAL PROVISIONS.

(a) ADDITIONAL OPTION PROVISIONS. The Board of Directors may, in its
sole discretion, include additional provisions in any option granted under the
Plan, including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guaranty loans or to
transfer other property to optionees upon exercise of options, or such other
provisions as shall be determined by the Board of Directors; PROVIDED, that such
additional provisions shall not be inconsistent with any other term or condition
of the Plan.

(b) ACCELERATION, EXTENSION, ETC. The Board of Directors may, in its
sole discretion, (i) accelerate the date or dates on which all or any particular
option or options granted under the Plan may be exercised or (ii) extend the
dates during which all, or any particular option or options granted under the
Plan may be exercised; PROVIDED, HOWEVER, that no such extension shall be
permitted if it would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3.

13. AWARDS.

A restricted stock award ("award") shall consist of the sale and
issuance by the Company of shares of Common Stock, and purchase by the recipient
of such shares, subject to the terms, conditions and restrictions described in
the document evidencing the award and in this Section 13 and elsewhere in the
Plan.

(a) EXECUTION OF RESTRICTED STOCK AWARD AGREEMENT. As a condition to an
award under the Plan, each recipient of an award shall execute an agreement in
such form, which may differ among recipients, as shall be specified by the Board
of Directors at the time of such award.

(b) PRICE. The Board of Directors shall determine the price at which
shares of Common Stock shall be sold to recipients of awards under the Plan. The
Board of Directors may, in its discretion, issue shares pursuant to awards
without the payment of any cash purchase price by the recipients or issue shares
pursuant to awards at a purchase price below the then fair market value of the
Common Stock. If a purchase price is required to be paid, it shall be paid in
cash or by check payable to the order of the Company at the time that the award
is accepted by the recipient.

(d) RESTRICTIONS ON TRANSFER. In addition to such other terms,
conditions and restrictions upon awards as shall be imposed by the Board of
Directors, all shares issued pursuant to an award shall be subject to the
following restrictions:

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(i) All shares of Common Stock subject to an award (including
any shares issued pursuant to paragraph (e) of this Section) shall be
subject to certain restrictions on disposition and obligations of
resale to the Company as provided in subparagraph (ii) below for the
period specified in the document evidencing the award, and shall not be
sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of until such restrictions lapse. The period during which such
restrictions are applicable is referred to as the "Restricted Period."

(ii) In the event that a recipient's employment with the
Company (or consultancy or advisory relationship, as the case may be)
is terminated within the Restricted Period, whether such termination is
voluntary or involuntary, with or without cause, or because of the
death or disability of the recipient, the Company shall have the right
and option for a period of three months following such termination to
buy for cash that number of the shares of Common Stock purchased under
the award as to which the restrictions on transfer and the forfeiture
provisions contained in the award have not then lapsed, at a price
equal to the price per share originally paid by the recipient. If such
termination occurs within the last three months of the applicable
restrictions, the restrictions and repurchase rights of the Company
shall continue to apply until the expiration of the Company's
three-month option period.

(iii) Notwithstanding subparagraphs (i) and (ii) above, the
Board of Directors may, in its discretion, either at the time that an
award is made or at any time thereafter, waive its right to repurchase
shares of Common Stock upon the occurrence of any of the events
described in this paragraph (d) or remove or modify any part or all of
the restrictions. In addition, the Board of Directors may, in its
discretion, impose upon the recipient of an award at the time of such
award such other restrictions on any shares of Common Stock issued
pursuant to such awards at the Board of Directors may deem advisable.

(e) ADDITIONAL SHARES. Any shares received by a recipient of an award
as a stock dividend on, or as a result of stock splits, combinations, exchanges
of shares, reorganizations, mergers, consolidations or otherwise with respect
to, shares of Common Stock received pursuant to such award shall have the same
status and shall bear the same restrictions, all on a proportionate basis, as
the shares initially purchased pursuant to such award.

(f) TRANSFERS IN BREACH OF AWARD. If any transfer of shares purchased
pursuant to an award is made or attempted contrary to the terms of the Plan and
of such award, the Board of Directors shall have the right to purchase for the
account of the Company, from the owner thereof or his or her transferee at any
time before or after the transfer, that number of the shares of Common Stock as
to which the restrictions on transfer and forfeiture provisions have not then
lapsed at the price paid for such shares by the person to whom they were awarded
under the Plan. In addition to any other legal or equitable remedies which it
may have, the Company may enforce its rights by specific performance to the
extent permitted by law. The

-7-

Company may refuse for any purpose to recognize as a shareholder of the Company
any transferee who receives any shares contrary to the provisions of the Plan
and the applicable award, and the Company may retain and/or recover all
dividends on such shares which were paid or payable subsequent to the date on
which the prohibited transfer was made or attempted.

(g) ADDITIONAL AWARD PROVISIONS. The Board of Directors may, it its
sole discretion, include additional provisions in any award granted under the
Plan, including without limitation commitments to pay cash bonuses, make,
arrange for or guarantee loans or transfer other property to recipients upon the
grant of awards, or such other provisions as shall be determined by the Board of
Directors.

14. GENERAL RESTRICTIONS.

(a) INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option or award is granted, as a condition of exercising such option or
purchasing the shares subject to the award, to give written assurances in
substance and form satisfactory to the Company to the effect that such person is
acquiring the Common Stock subject to the option or award for his or her own
account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.

(b) COMPLIANCE WITH SECURITIES LAWS. Each option and award shall be
subject to the requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the shares subject
to such option or award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any
other condition is necessary as a condition of, or in connection with, the
issuance or purchase of shares thereunder, such option or award may not be
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board of Directors.
Nothing herein shall be deemed to require the Company to apply for or to obtain
such listing, registration or qualification, or to satisfy such condition.

15. RIGHTS AS A SHAREHOLDER.

The holder of an option or recipient of an award shall have no rights
as a shareholder with respect to any shares covered by the option or award
(including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares) until the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date such
stock certificate is issued.

-8-

16. ADJUSTMENT PROVISIONS FOR RECAPITALIZATION AND RELATED TRANSACTIONS.

(a) GENERAL. If, through or as a result of any merger, consolidation,
sale of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment may be made in (x) the maximum number
and kind of shares reserved for issuance under the Plan, (y) the number and kind
of shares or other securities subject to then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable, PROVIDED that no adjustment shall be made pursuant
to this Section 16 if such adjustment would cause the Plan to fail to comply
with Section 422 of the Code or with Rule 16b-3.

(b) BOARD AUTHORITY TO MAKE ADJUSTMENTS. Any adjustments under this
Section 16 will be made by the Board of Directors, whose determination as to
what adjustments, if any, will be made and the extent thereof will be final,
binding and conclusive. No fractional shares will be issued under the Plan on
account of any such adjustments.

17. MERGER, CONSOLIDATION, ASSET SALE, LIQUIDATION, ETC.

(a) GENERAL. In the event of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options and
awards: (i) provide that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof), PROVIDED that any such options substituted for Incentive
Stock Options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice, (iii) in the event of a merger under the terms of which holders of the
Common Stock of the Company will receive upon consummation thereof a cash
payment for each share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the optionee equal to the difference between (A)
the Merger Price times the number of shares of Common Stock subject to such
outstanding options (to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all such outstanding
options in exchange for the termination of such options, and (iv) provide that
all or any outstanding options shall become

-9-

exercisable in full and all restrictions on outstanding awards shall terminate
immediately prior to such event.

(b) SUBSTITUTE OPTIONS. The Company may grant options under the Plan in
substitution for options held by employees of another corporation who become
employees of the Company, or a subsidiary of the Company, as the result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or as a result of the acquisition by the Company, or
one of its subsidiaries, of property or stock of the employing corporation. The
Company may direct that substitute options be granted on such terms and
conditions as the Board of Directors considers appropriate in the circumstances.

18. CHANGE IN CONTROL.

Notwithstanding any other provision of the Plan and except as otherwise
provided in the relevant option or award agreement, in the event of a "Change in
Control of the Company" (as defined below), the exercise dates of all options
then outstanding shall be accelerated in full, any restrictions on exercising
outstanding options issued pursuant to the Plan prior to any given date shall
terminate and any restrictions on and rights of the Company to repurchase shares
covered by outstanding awards issued pursuant to the Plan shall terminate. For
purposes of the Plan, a "Change in Control of the Company" shall occur or deemed
to have occurred only if (i) any "person," as such term is used in Section 13(d)
and 14(d) of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or
any corporation owned directly or indirectly by the shareholder of the Company
in substantially the same proportion as their ownership of stock of the
Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company's then
outstanding securities; (ii) during any period of two consecutive years ending
during the term of the Plan (not including any period prior to the adoption of
the Plan), individuals who at the beginning of such period constitute the Board
of Directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect any transaction described in clause (i), (iii) or (iv) of this Section
18) whose election by the Board of Directors or nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds of the
directors then still in office who were either directors at the beginning of the
period or whose election or whose nomination for election was previously so
approved (collectively, the "Disinterested Directors"), cease for any reason to
constitute a majority of the Board of Directors; (iii) the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (B) a merger or
consolidation effected to

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implement a recapitalization of the Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined voting
power of the Company's then outstanding securities; or (iv) the shareholders of
the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets which, in either case, has not previously been approved
by a majority of the Disinterested Directors.

19. NO SPECIAL EMPLOYMENT RIGHTS.

Nothing contained in the Plan or in any option or award shall confer
upon any recipient of an award or optionee any right with respect to the
continuation of his or her employment by the Company or interfere in any way
with the right of the Company at any time to terminate such employment or to
increase or decrease the compensation of the optionee.

20. OTHER EMPLOYEE BENEFITS.

Except as to plans which by their terms include such amounts as
compensation, neither the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise nor the value of an award granted to an employee will
constitute compensation with respect to which any other employee benefits of
such employee are determined, including, without limitation, benefits under any
bonus, pension, profitsharing, life insurance or salary continuation plan,
except as otherwise specifically determined by the Board of Directors.

21. AMENDMENT OF THE PLAN.

(a) The Board of Directors may at any time, and from time to time,
modify or amend the Plan in any respect, except that if at any time the approval
of the shareholders of the Company is required as to such modification or
amendment under Section 422 of the Code or any successor provision with respect
to Incentive Stock Options or under Rule 16b-3 with respect to options held by
or awards made to Reporting Persons, the Board of Directors may not effect such
modification or amendment without such approval.

(b) The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee or recipient of an award, affect his or
her rights under an option or award previously granted to him or her. With the
consent of the optionee or recipient of the award affected, the Board of
Directors may amend outstanding option agreements or awards in a manner not
inconsistent with the Plan. The Board of Directors shall have the right to amend
or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option or award to

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the extent necessary to ensure the qualification of the Plan under Rule 16b-3 or
any successor rule.

22. WITHHOLDING.

(a) The Company shall have the right to deduct from payments of any
kind otherwise due to the optionee or recipient of an award any federal, state
or local taxes of any kind required by law to be withheld with respect to any
shares issued upon exercise of options under the Plan or the purchase of shares
subject to the award. Subject to the prior approval of the Company, which may be
withheld by the Company in its sole discretion, the optionee or recipient of an
award may elect to satisfy such obligations, in whole or in part, (i) by causing
the Company to withhold shares of Common Stock otherwise issuable pursuant to
the exercise of an option or the purchase of shares subject to an award or (ii)
by delivering to the Company shares of Common Stock already owned by the
optionee or award recipient. The shares so delivered or withheld shall have a
fair market value equal to such withholding obligation. The fair market value of
the shares used to satisfy such withholding obligation shall be determined by
the Company as of the date that the amount of tax to be withheld is to be
determined. An optionee or award recipient who has made an election pursuant to
this Section 22(a) may only satisfy his or her withholding obligation with
shares of Common Stock which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.

(b) Notwithstanding the foregoing, in the case of a Reporting Person,
no election to use shares for the payment of withholding taxes shall be
effective unless made in compliance with any applicable requirements of Rule
16b-3.

(c) If the recipient of an award under the Plan elects, in accordance
with Section 83(b) of the Code, to recognize ordinary income in the year of
acquisition of any shares awarded under the Plan, the Company will require at
the time of such election an additional payment for withholding tax purposes
based on the difference, if any, between the purchase price of such shares and
the fair market value of such shares as of the date immediately preceding the
date of the award.

23. CANCELLATION AND NEW GRANT OF OPTIONS, ETC.

The Board of Directors shall have the authority to effect, at any time
and from time to time, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant in
substitution therefor of new options under the Plan covering the same or
different number of shares of Common Stock and having an option exercise price
per share which may be lower or higher than the exercise price per share of the
cancelled options or (ii) the amendment of the terms of any and all outstanding
options under the Plan to provide an option exercise price per share which is
higher or lower than the then current exercise price per share of such
outstanding options.

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24. EFFECTIVE DATE AND DURATION OF THE PLAN.

(a) EFFECTIVE DATE. The Plan shall become effective when adopted by the
Board of Directors, but no Incentive Stock Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, no options
previously granted under the Plan shall be deemed to be Incentive Stock Options
and no Incentive Stock Options shall be granted thereafter. Amendments to the
Plan not requiring shareholder approval shall become effective when adopted by
the Board of Directors; amendments requiring shareholder approval (as provided
in Section 21) shall become effective when adopted by the Board of Directors,
but no Incentive Stock Option issued after the date of such amendment shall
become exercisable (to the extent that such amendment to the Plan was required
to enable the Company to grant such Incentive Stock Option to a particular
optionee) unless and until such amendment shall have been approved by the
Company's shareholders. If such shareholder approval is not obtained within
twelve months of the Board's adoption of such amendment, any Incentive Stock
Options granted on or after the date of such amendment shall terminate to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee. Subject to this limitation, options
and awards may be granted under the Plan at any time after the effective date
and before the date fixed for termination of the Plan.

(b) TERMINATION. Unless sooner terminated in accordance with Section
17, the Plan shall terminate, with respect to Incentive Stock Options, upon the
earlier of (i) the close of business on the day next preceding the tenth
anniversary of the date of its adoption by the Board of Directors, or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued pursuant to the exercise or cancellation of options or the final vesting
of awards granted under the Plan. Unless sooner terminated in accordance with
Section 17, the Plan shall terminate with respect to options which are not
Incentive Stock Options and awards on the date specified in (ii) above. If the
date of termination is determined under (i) above, then options outstanding on
such date shall continue to have force and effect in accordance with the
provisions of the instruments evidencing such options.

25. PROVISION FOR FOREIGN PARTICIPANTS.

The Board of Directors may, without amending the Plan, modify awards or
options granted to participants who are foreign nationals or employed outside
the United States to recognize differences in law, rules, regulations or customs
of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.

Adopted by the Board of Directors on
March 29, 1991

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DETACH HERE

PROXY

GENRAD, INC.
7 TECHNOLOGY PARK DRIVE, WESTFORD, MA 01886

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS,
WHICH RECOMMENDS APPROVAL OF THE PROPOSALS CONTAINED HEREIN

The undersigned appoints Walter A. Shephard and Lori B. Hannay, and each
of them as proxies of the undersigned with full power of substitution to vote
as designated herein all shares of stock which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders
of GenRad, Inc. to be held on Thursday, May 11, 2000 at 11:00 a.m. at the
BankBoston Auditorium, 100 Federal Street, Boston, Massachusetts, and any
adjournment or adjournments thereof (the "Meeting"). The undersigned
acknowledges receipt of the Company's Proxy Statement dated April 14, 2000
(the "Proxy Statement"). The proxies are further authorized to vote, in their
discretion, upon such other business as may properly come before the Meeting,
including any matters for which the Company did not receive proper notice
prior to March 13, 2000.

Please return this card in the enclosed postage paid envelope to
EquiServe, P.O. Box 9381, Boston, Massachusetts 02205-9956.

SEE REVERSE SEE REVERSE
SIDE (CONTINUED, AND TO BE SIGNED ON REVERSE SIDE) SIDE

DETACH HERE

/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE

THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH BELOW.

1. For the election of Lowell B. Hawkinson and Adriana Stadecker to the
Board of Directors to serve as Class I Directors for three-year terms.

FOR WITHHELD
/ / / /

/ /
----------------------------------------------------------
For all nominees except for those whose names are noted above.

2. For approval of an amendment to the Company's 1991 Equity Incentive Plan
(the "Incentive Plan") to increase the number of shares of Common Stock
available for issuance under the Incentive Plan by 500,000 shares.

FOR AGAINST ABSTAIN
/ / / / / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

Signature: Date:
-------------------------------- --------------------