ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of November 8, 2006 is made and entered into by and between International Rectifier Corporation, a Delaware corporation (“ IR ”); International Rectifier Southeast Asia Pte, Ltd (“ IR Singapore ”, and together with IR, the “ Sellers ”) and Vishay Intertechnology, Inc., a company organized and existing under the laws of Delaware (“ Purchaser ”).  As used herein, Purchaser and Sellers may each be referred to herein as a “ Party ” and collectively as the “ Parties .”  Capitalized terms have the meanings set forth in Exhibit A attached hereto.

WHEREAS, each of the Sellers, through the Power Control Systems business unit has engaged in the PCS Business (as hereinafter defined);

WHEREAS, IR and the Purchaser have entered into that certain master Purchase Agreement dated as of the date hereof (the “ Master Purchase Agreement ”) pursuant to which IR has agreed to sell, and Purchaser has agreed to purchase, the PCS Business, on the terms and subject to the conditions set forth therein;

WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, those assets, properties and rights related to the PCS Business specifically set forth herein (and other than the Excluded Assets (as hereinafter defined)), and Purchaser is willing to assume the Assumed Liabilities (as hereinafter defined) but not the Excluded Liabilities (as defined herein), all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I.  PURCHASE AND SALE OF ASSETS

1.1                                  Purchase and Sale of Acquired Assets .

(a)                                   Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as hereinafter defined), Purchaser shall purchase from Sellers, and Sellers shall irrevocably sell, convey, transfer, assign and deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Sellers’ right, title and interest in and to the following assets, properties and rights, wherever situated, in each case to the extent existing as of the Closing Date and relating solely to the PCS Business (except to the extent constituting an Excluded Asset) (the “ Acquired Assets ”):

(i)                                      The tangible personal property of the PCS Business including without limitation that property set forth on Schedule 1.1(a)(i) (the “ Equipment ”);

(ii)                                   The inventory related to the PCS Business (excluding finished goods inventory of products that are the subject of the Transition Buyback Agreement), including that set forth on Schedule 1.1(a)(ii) (the “ Inventory ”);

(iii)                                The technical information, patents, trademarks and other intellectual property set forth on Schedule 1.1(a)(iii) (the “ Intellectual Property ”) and all goodwill associated therewith;

(iv)                               The contracts related to the PCS Business set forth on Schedule 1.1(a)(iv) (the “ Contracts ”);

(v)                                  To the extent transferable, all Permits used in the PCS Business and related solely to Acquired Assets or Assumed Liabilities (the “ Acquired Permits ”); and

(vi)                               All customer lists, part number lists, design drawings, design specifications, product engineering designs and engineering documents, business and financial records, files, books and records relating solely to the PCS Business, to the extent related to Acquired Assets or Assumed Liabilities (“ Books and Records ”).

(b)                                  Sellers may retain copies of any Contracts, documents or records which are required to be retained pursuant to any legal requirement or are subject to the attorney-client privilege, for financial reporting purposes, for tax purposes, for legal defense or prosecution purposes or otherwise.  Any such documents shall be subject to the confidentiality provisions of Section 12.4 of the Master Purchase Agreement.

(c)                                   To the extent that any of the Acquired Assets are not assignable without the consent, waiver or approval of another Person, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof.  Sellers shall use reasonable efforts to obtain such consents as contemplated by Section 5.1 of the Master Purchase Agreement.  If any such consent is not obtained prior to the Closing Date, Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Contract, including enforcement at the cost of and for the account of Purchaser of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent, waiver or approval had been obtained.  Except as set forth in the immediately preceding sentence, Sellers and Purchaser shall share the costs and expenses equally in making such arrangements and taking such actions.

(d)                                  Notwithstanding anything to the contrary herein, Sellers shall not contribute, convey, assign, or transfer to Purchaser, and Purchaser shall not acquire or have any rights to acquire, any assets of Sellers (the “ Excluded Assets ”) other than those specifically referred to in Section 1.1.(a) and those set forth on the Schedules identified in Section 1.1(a).

1.2                                  Assumption of Liabilities .

(a)                                   As of the Closing Date, Purchaser shall assume from Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), the Assumed Liabilities.  As used herein, the term “ Assumed Liabilities ” means:

(i)                                      all liabilities of the PCS Business set forth on Schedule 1.2(a)(i) ;

(ii)                                   subject to item 10 of Schedule 1.1(a)(iv) , all obligations and Liabilities under the Contracts to the extent that any such obligations and Liabilities arise or accrue on or after the Closing (excluding, without limitation, any Liability accrued prior to the Closing except as set forth on Schedule 1.2(a)(ii) ); and

(iii)                                Fifty percent (50%) of all transfer, gains, documentary, stamp and other similar taxes imposed upon the transfer of the Acquired Assets pursuant to this Agreement.

(iv)                               [***]

(b)                                  Purchaser shall not assume, and the term “Assumed Liabilities” shall not include, any Liabilities not expressly included within the definition of “ Assumed Liabilities ” (collectively, “ Excluded Liabilities ”), including, without limitation, any Liabilities of or owing by Sellers:

(i)                                      to any Affiliates, directors, officers, personnel, former personnel, independent contractors, agents, representatives or other personnel of Sellers or their respective agents or representatives, including pursuant to any retention agreement with employees of the PCS Business entered into prior to the Closing;

(ii)                                   associated with or relating to any compensation or benefits of any director, officer, personnel, former personnel, independent contractor, agent, or other representative of Sellers, including, without limitation, in respect of workers’ compensation or claims relating to employment of personnel by Sellers prior to the Closing, including severance obligations;

(iii)                                associated with or relating to any Excluded Asset; or

(iv)                               associated with or relating to Sellers’ issuance or endorsement of any check, note, draft or instrument;

[***]

(vii)                            associated with any warranty or product liability claims in respect of products manufactured in connection with the PCS Business prior to the Closing Date (including any incidental or consequential damages relating to such claims or products), except that, with respect to any such products manufactured prior to the Closing Date but sold by Purchaser or its Affiliates after the Closing Date, (A) Seller shall not be responsible or retain any liabilities for such warranty or product liability claims up to an amount equal to the revenues attributable to the sale of such products after the Closing Date and (B) Seller shall only be liable for such Liabilities to the same extent that Seller would have been liable to the Person bringing such claims if Seller had sold such product pursuant to the terms and conditions of sale of Seller immediately prior to the Closing.

(c)                                   For the avoidance of doubt, it is agreed and acknowledged that no Benefit Plans are included in Acquired Assets and any liabilities related to such Benefit Plans, programs and arrangements are Excluded Liabilities.

1.3                                  Purchase Price .  Purchaser shall pay Sellers, and Sellers shall accept, together with the assumption of the Assumed Liabilities provided for in Section 1.2 , in full payment for the Acquired Assets, at the Closing a purchase price (the “ Purchase Price ”) of

[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

U.S. One Hundred and Ninety-Seven Million Seven Hundred and Fifty-Nine Thousand Dollars (U.S.$197,759,000.00).  At Closing, Purchaser shall pay to Sellers the Purchase Price by means of a wire transfer of immediately available U.S. funds to one or more accounts designated in advance in writing by Sellers to Purchaser.

ARTICLE II.  CLOSING

2.1                                  Closing Date .  The Closing shall be consummated on a date and at a time agreed upon by Purchaser and Sellers at the offices of International Rectifier Corporation, 233 Kansas Street, El Segundo, CA, 90245, USA or at such other place as shall be agreed upon by Purchaser and Sellers.  The time and date on which the Closing is actually held is referred to herein as the “ Closing Date .”

2.2                                  Purchaser’s Closing Date Deliveries .  Subject to fulfillment or waiver of the conditions set forth in Article VIII , at the Closing, Purchaser shall deliver to Sellers all of the following:

(a)                                   The Purchase Price, payable as provided in Section 1.3 ;

(b)                                  The following instruments of assumption and assignment:

(i)                                      An Assignment and Assumption Agreement, providing, among other things, for the assignment of the Assumed Liabilities by Sellers to Purchaser and the assumption of the same by Purchaser, substantially in the form of Exhibit B (the “ Assignment and Assumption Agreement ”), executed by a duly authorized officer of Purchaser; and

(ii)                                   All other instruments and certificates of assumption, novation and release as Sellers may reasonably request in order to effectively make Purchaser responsible for all Assumed Liabilities and release Sellers therefrom to the fullest extent permitted under applicable Law.

(c)                                   Such other certificates and other documents and instruments to be delivered pursuant to Article VIII .

2.3                                  Sellers’ Closing Date Deliveries .  Subject to fulfillment or waiver of the conditions set forth in Article VII , at the Closing, Sellers shall deliver to Purchaser all of the following:

(a)                                   A Bill of Sale, substantially in the form of Exhibit C , executed by a duly authorized officer of each of the Sellers;

(b)                                  The Assignment and Assumption Agreement, executed by a duly authorized officer of each of the Sellers;

(c)                                   Copies of all instruments, certificates, documents and other filings (if applicable) necessary to release the Acquired Assets from all Encumbrances other than Permitted Encumbrances;

(d)                                  All other instruments and certificates as Purchaser may reasonably request in order to transfer title of the Acquired Assets to Purchaser; and

(e)                                   Such other certificates and other documents and instruments to be delivered pursuant to Article VII .

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF SELLERS

As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Sellers hereby represents and warrants to Purchaser as set forth below.

3.1                                  Acquired Assets .

(a)                                   Except as set forth on Schedule 3.1(a) , the Sellers are in possession of and have good and marketable title to all of the Acquired Assets, free and clear of all Encumbrances, other than Permitted Encumbrances and Encumbrances disclosed in Schedule 3.1(a) .

(b)                                  All Equipment is in all material respects in good working order and condition, ordinary wear and tear excepted.

(c)                                   Except as set forth on Schedule 3.1(c) , (i) all registrations with, and applications to Governmental Authorities in respect of the Intellectual Property are valid and in full force and effect, and (ii) neither of the Sellers has granted rights to use any Intellectual Property to any other Person.

(d)                                  All of the Inventory consists of a quality and quantity usable and saleable in the ordinary course of business consistent with past practices, subject to normal and customary allowances for damage and outdated items.  Finished goods constituting Inventory conform to published specifications, are free from material defects and are marketable and saleable in the ordinary course of business, subject to customary inventory reserves.

(e)                                   Each Contract (i) is in full force and effect and constitutes a legal, valid and binding agreement of the Seller that is a party thereto, enforceable in accordance with its terms and, to the Knowledge of Sellers, each other party thereto; and (ii) except as disclosed in Schedule 3.1(e) , neither Seller nor, to the Knowledge of Sellers, any other party to such Contract is in violation or breach of or default under such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under such Contract) in any material respect.  The Sellers have made available to Purchaser a true, complete and correct copy of each Contract.

(g)                                  The Books and Records are complete and correct in all material respects.

3.2                                  Government Contracts .  Neither of the Sellers is a party to any Government Contract with respect to the PCS Business nor has any Seller been a party to any material Government Contracts within the past three (3) years.

3.3                                  Related Party Transactions .  Except as set forth in Schedule 3.3 , no officer, director, employee, agent or representative of Sellers, nor any spouse or child of any of them or any Person affiliated with any of them (each a “ Related Person ”), has any interest in any assets or properties used in or pertaining to the PCS Business, to the extent related to the Acquired Assets or Assumed Liabilities.  No Related Person has, or owns any Person who has, directly or indirectly, and whether on an individual, joint or other basis, any equity interest or any other financial or profit interest in a Person that has (i) had business dealings with the Sellers pertaining to the PCS Business or (ii) engaged in competition with the PCS Business, to the extent related to the Acquired Assets or the Assumed Liabilities.

3.4                                  Product Liability and Recalls .  To the extent related to the Acquired Assets or the Assumed Liabilities:

(a)                                   Except as set forth in Schedule 3.4 or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Knowledge of the Sellers, threatened claim against the Sellers for injury to person or property of employees or any third parties suffered as a result of the design, development, manufacture or sale of any product or performance of any service by the Sellers with respect to the PCS Business, including claims arising out of the defective or unsafe nature of the products or services of the PCS Business.

(b)                                  Except as set forth in Schedule 3.4 , or except as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Knowledge of the Sellers, threatened recall, withdrawal or suspension of any product designed, developed, manufactured or sold by the PCS Business, and the Sellers have not received written notice of any investigations of any product designed, developed, manufactured or sold by the Sellers in connection with the PCS Business.  To the Knowledge of the Sellers, there are no product or service defects which would reasonably be expected to give rise to any such recall, withdrawal, suspension or investigation.  Except as set forth on Schedule 3.4 , there has been no recall of the Company’s products during the past five (5) years.

(c)                                   Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of the test results or other information (e.g., test failures, field failures, customer returns) submitted by the Sellers to any Governmental Authority or independent testing agency within the past five (5) years for the rating or certification of any product or facility of the PCS Business were true and correct in all material respects at the time such information was provided thereto or was required to be correct.

3.5                                  Compliance With Laws and Orders .  Except as disclosed in Schedule 3.5 , neither of the Sellers is in violation of or in default under any Law or Order applicable to such Seller, to the extent related to the Acquired Assets or the Assumed Liabilities, or by which the Acquired Assets are bound or affected, other than violations or defaults that would not reasonably be expected to have a Material Adverse Effect.

3.6                                  Permits .  Prior to the execution of this Agreement, Sellers have made available to Purchaser true and complete copies of all Acquired Permits.  Except as disclosed in Schedule 3.6 : (a) Sellers own or validly hold all Acquired Permits; (b) each Acquired Permit is valid, binding and in full force and effect; (c) Sellers are not in default (or with the giving of notice or lapse of time or both, would be in default) under any Acquired Permit in any material respect.

3.7                                  Taxes .

(a)                                   To the extent related to the Acquired Assets or Assumed Liabilities, the Sellers have filed or will have filed on a timely, complete and accurate basis all material Tax Returns required to be filed by Sellers under applicable Laws, and each of the Sellers has or will have timely paid all Taxes due on or prior to the date hereof (whether or not reflected on such Tax Returns) related to the Acquired Assets or Assumed Liabilities except for Taxes that are being contested in good faith and for which adequate reserves have been established on the Sellers’ Financial Statements. No unresolved issue has been raised in writing by any Governmental Authority in t