PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT

Exhibit 10.2

PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT

THIS PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (“Agreement”) is effective this 31st day of March, 2009, by and between KEITHLEY INSTRUMENTS, INC. , an Ohio corporation, and JPMORGAN CHASE BANK, N.A., a national banking association, successor by merger with Bank One, NA, (Main Office Columbus) as Agent for Lender, and as Lender (in such capacity, together with its successors in such capacity, and in its capacity as Lender, the “Agent”).

1. Pledge and Assignment .

The undersigned (hereinafter called “Debtor” whether one or more), for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby pledges and assigns, and grants a security interest to Agent in the following account (the “Pledged Account”), whether Debtor’s interest in the Pledged Account be now owned or existing or hereafter arising or acquired, together with all substitutions and replacements therefor, and all amounts now or hereafter deposited in such account, all interest and increases arising therefrom or payable in respect thereto, whether in cash, property or otherwise, and whether now or hereafter earned, paid or made, and all cash and non-cash proceeds thereof including, but not limited to, notes, drafts, checks and instruments:

(all of the foregoing hereinafter sometimes called the “Collateral”).

Nothing set forth in this paragraph shall authorize or be construed to authorize Debtor to spend, withdraw, reduce, pledge, transfer, assign or otherwise dispose of the Collateral except (i) Debtor may withdraw funds held in the Pledged Account in an amount equal to the amount that the funds held in the Pledged Account exceed the Aggregate Outstanding Credit Exposure or (ii) upon the prior written consent of Agent. Funds properly withdrawn from the Pledged Account by Debtor, as provided above, shall no longer be Collateral.

The security interest hereby granted is to secure the prompt and full payment and complete performance of all Guaranteed Obligations.

It is Debtor’s express intention that this Agreement and the continuing security interest granted hereby, in addition to covering all present Guaranteed Obligations to Agent, shall extend to all future Guaranteed Obligations to Agent, whether or not such Guaranteed Obligations are reduced or entirely extinguished and thereafter increased or reincurred, whether or not such Guaranteed Obligations are related to the indebtedness identified above by class, type or kind and whether or not such Guaranteed Obligations are specifically contemplated by any Borrower and Agent as of the date hereof. The absence of any reference to this Agreement in any documents, instruments or agreements evidencing or relating to any Guaranteed Obligation secured hereby shall not limit or be construed to limit the scope or applicability of this Agreement.

2. General Covenants . Debtor represents, warrants and covenants as follows:

(a) Except for the security interest granted hereby, Debtor is, or as to Collateral arising or to be acquired after the date hereof, shall be, the sole and record owner of the Collateral free from any and all liens, security interests, encumbrances, claims and interests.

(b) Debtor shall, at Debtor’s expense, perform, do, make, procure, execute and deliver all acts, things, certificates, instruments, passbooks, writings and other assurances as Agent may at any time request or require to protect, assure or enforce its interests, rights and remedies created by, provided in or emanating from this Agreement.

(c) If any of the Collateral is not now evidenced by a certificate, instrument, passbook or writing, and if at any time during the term of this Agreement, a certificate, instrument, passbook or writing shall be used or issued to evidence Debtor’s interest in the Collateral, Debtor shall, immediately upon learning of the same, notify in writing the loan officer who is handling the Guaranteed Obligations on behalf of Agent that such has occurred, or that such is going to occur, and shall assist Agent in order to ensure that Agent obtains possession of that evidence or otherwise perfects its security interest in the certificate, instrument, passbook or writing evidencing the Collateral.

(d) Debtor shall not create, permit or suffer to exist, and shall take such action as is necessary to remove, any claim to or interest in or lien or encumbrance upon the Collateral, other than the security interest granted hereby, and shall defend the right, title and interest of Agent in and to the Collateral against all claims and demands of all persons and entities at any time claiming the same or any interest therein.

(e) Subject to any limitation stated therein or in connection therewith, all information furnished by Debtor concerning the Collateral or otherwise in connection with the Guaranteed Obligations, is or shall be at the time the same is furnished, accurate, correct and complete in all material respects.

3. Preservation and Disposition of Collateral .

(a) Subject to the exceptions provided in Section 1, Debtor shall not spend, withdraw, reduce, pledge, transfer, assign or otherwise dispose of the Collateral or any portion thereof.

(b) Debtor shall advise Agent promptly, in writing and in reas