1 AUGAT INC. 1993 EMPLOYEE STOCK PURCHASE PLAN 1996 Restatement Amendment WHEREAS, Section 18 of the above-titled Plan authorizes the Committee established under the plan to amend the Plan; and WHEREAS, the Committee wishes to amend the Plan so that it conforms to the provisions of Rule 16b-3 as amended by the Securities and Exchange Commission in Release No. 34-37260; NOW THEREFORE, the Plan is hereby amended by deleting the first sentence of Section 13 and substituting the following sentence therefor: "The Plan shall be administered by a Committee designated by the Board of Directors composed solely of two or more Directors who are 'non-employee directors' within the meaning of Rule 16b-3 under the Exchange Act, or by the Board of Directors of the Company."