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).

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