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                                  AMENDMENT NO. 1 TO
                   SILICONIX KEY PROFESSIONAL PERFORMANCE UNIT PLAN


    The Siliconix Key Professional Performance Unit Plan is hereby amended as
follows, effective as of January 1, 1996:

    1.   Paragraph E of Article II on page 3 of the Plan is amended in its
entirety to read as follows:

    "Payments may be paid out as earned as the Chairman of the Board in his
    discretion deems appropriate.  A participant may elect to defer up to 100%
    of his/her award.  The election to defer must be made in writing prior to
    the start of the performance cycle in which the award is to be earned.  The
    deferral amounts shall be recorded by the Company in an account in the name
    of the participant which account also shall be credited with interest
    monthly from the date the bonus award is credited to the participant's
    account until final distribution of the account at a rate equivalent to the
    six-month United States Treasury Bill rate on the last business day of the
    preceding calendar year.  The Company may establish a Rabbi Trust for the
    purpose of retaining assets set aside for payment of all or a portion of
    the deferred amounts and credited interest ("benefits").  Any benefits not
    paid from the Rabbi Trust shall be paid from the Company's general funds,
    and any benefits paid from the Rabbi Trust shall be credited against and
    reduce by a corresponding amount the Company's liability under the Plan. 
    If the participant dies prior to receiving his/her entire account balance,
    the balance of his/her account as of the participant's date of death shall
    be paid to the person(s) designated as the participant's beneficiary under
    the Siliconix incorporated Retirement Plan, and if there is none, the
    participant's estate.  The deferral election, made prior to each
    performance cycle, may be in one-year increments up to five years, cannot
    be changed once elected, and will be paid in one lump sum at the end of the
    specified period."

    2.   The first sentence of Paragraph A of Article III on page 4 of the Plan
is amended in its entirety to read as follows:

    "The Chairman of the Board of Directors and the Board Compensation
    Committee shall have full power and authority to administer and interpret
    the plan and to adopt such rules and regulations consistent with the terms
    of the plan as they deem necessary or advisable to carry out the provisions
    of the plan."

    3.   The second sentence of Paragraph B of Article III on page 4 of the
Plan is amended in its entirety to read as follows:

    "If a participant's employment terminates by reason of death, payment of
    the award shall be made to the person(s) designated as the participant's
    beneficiary


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    under the Siliconix incorporated Retirement Plan, and if there is none, the
    participant's estate."


    This Amendment No. 1 is executed effective as of January 1, 1996.


                                  SILICONIX INCORPORATED


                                  By/s/ Richard J. Kulle          
                                    ------------------------------
                                       Richard J. Kulle
                                       President & CEO


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