<DOCUMENT>
<TYPE>EX-10.(XXVII)
<SEQUENCE>12
<FILENAME>w55854ex10-xxvii.txt
<DESCRIPTION>AMENDMENT NO.2 TO COMPANY'S EXEC. DEFER COMP. PLAN
<TEXT>
<PAGE>
                                                               EXHIBIT 10(xxvii)


                                 AMENDMENT NO. 2
                                     TO THE
                         KULICKE & SOFFA INDUSTRIES INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

               (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 1999)

      WHEREAS, Kulicke & Soffa Industries Inc. (the "Company") maintains the
Kulicke & Soffa Industries Inc. Executive Deferred Compensation Plan (the
"Plan") for the benefit of its eligible executives; and

      WHEREAS, it was intended to provide for distribution of the Education
Account to provide for the education of a dependent following high school; and

      WHEREAS, the Company desires to amend the Plan to provide for such
distribution when a dependent completes high school or enters an institution of
higher learning on a full-time basis whether or not such dependent has attained
age 18;

      NOW, THEREFORE, effective January 1, 2001, subsection A prior to the
Payment Method charts and subsection C of Section 5.2 are hereby amended to read
as follows:

      A.    If a Participant with an Education Account remains continuously
            employed by the Employer until January 1 of the calendar year in
            which an Eligible Dependent (i) attains age 18, (ii) will receive a
            high school diploma or (iii) is anticipated to enroll as a full-time
            student in an institution of higher learning, whichever occurs
            first, the Employer shall pay to the Participant a benefit within 30
            days after such January 1 and each of the next three anniversaries
            thereof (the four-year payment method) or each of the next five
            anniversaries thereof (the six-year payment method), as elected by
            the Participant, determined by applying the applicable percentage
            from the appropriate schedule below to the value of the Eligible
            Dependent's Subaccount as of the date of distribution:


      C.    Notwithstanding any provision to the contrary, if an Eligible
            Dependent's subaccount has a balance of less than $10,000 on the
            January 1 of the calendar year in which payment is to commence, then
            the balance shall be paid to the Participant in one lump sum.

      IN WITNESS WHEREOF, this Amendment has been duly executed this ____ day of
_______________, 2001.

Attest:                                   KULICKE & SOFFA INDUSTRIES INC.


_____________________________             By:_______________________________






</TEXT>
</DOCUMENT>
