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AMERICAN SCIENCE AND ENGINEERING, INC.
AMENDMENT TO 2003 STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
This Amendment to the American Science and Engineering, Inc. (the "Corporation") 2003 Stock Plan for Non-Employee
Directors, adopted by the Board of Directors on July 14, 2003, and subsequently approved by shareholders on September 25,
2003 (the "Plan") is hereby made by the Board of Directors, pursuant to the authority granted under Section 14 (b) of the Plan.
Terms that are not defined herein shall retain the definition contained in the Plan.
In the interests of the Corporation and to more appropriately reflect a reasonable basis of compensation for Non-Employee
Directors, the following modifications to the Plan shall be effective, as of January 10, 2005:
Section 6 (c) shall be replaced in its entirety by the following:
"(c) Each year, on the date of the Company's Annual Meeting of Shareholders or Special Meeting in Lieu of Annual
Meeting of Shareholders, the Chairman of the Board, if such person is a Non-Employee Director as of the close of business on
such date, shall be granted an Option to acquire 10,000 Shares; provided, however, the person who serves as Chairman of the
Board on the date of adoption of this Plan by the Board of Directors shall not receive Options hereunder and in lieu thereof,
shall continue to receive deferred compensation in accordance with the deferred compensation arrangement in effect on such
date. If the Chairman of the Board is a Non-Employee Director, and he or she is initially elected or appointed during the period
commencing on the day after the Company's most recent Annual Meeting of Shareholders or Special Meeting in Lieu of Annual
Meeting of Shareholders and ending on August 31, the Chairman of the Board shall be granted Options to purchase the Pro-
Rata Amount of 10,000 Shares on the date of his or her initial appointment or election."
Section 7 sh