SEC Filing | Vishay Intertechnology, Inc.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT of 1934 For the transition period from _______________ to _______________ Commission File Number 1-7416 VISHAY INTERTECHNOLOGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-1686453 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 63 Lincoln Highway, Malvern, Pennsylvania 19355 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610) 644-1300 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ___ As of August 3, 1995 registrant had 45,488,267 shares of its Common Stock and 7,232,094 shares of its Class B Common Stock outstanding.

VISHAY INTERTECHNOLOGY, INC. FORM 10-Q JUNE 30, 1995 CONTENTS Page No. ________ PART I FINANCIAL INFORMATION Item 1. Consolidated Condensed Balance Sheets - 3-4 June 30, 1995 and December 31, 1994 Consolidated Condensed Statements of 5 Operations - Three Months Ended June 30, 1995 and 1994 Consolidated Condensed Statements of 6 Operations - Six Months Ended June 30, 1995 and 1994 Consolidated Condensed Statements of 7 Cash Flows - Six Months Ended June 30, 1995 and 1994 Notes to Consolidated Condensed 8-9 Financial Statements Item 2. Management's Discussion and Analysis 10-12 of Financial Condition and Results of Operations PART II. OTHER INFORMATION 13-14

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited - In thousands) June 30 December 31 ASSETS 1995 1994 _________ ___________ CURRENT ASSETS Cash and cash equivalents $28,514 $26,857 Accounts receivable 208,648 165,188 Inventories: Finished goods 118,146 101,008 Work in process 95,931 94,005 Raw materials 121,737 108,594 Prepaid expenses and other current assets 72,261 64,909 __________ __________ TOTAL CURRENT ASSETS 645,237 560,561 PROPERTY AND EQUIPMENT - AT COST Land 48,141 40,113 Buildings and improvements 184,625 171,689 Machinery and equipment 520,811 473,471 Construction in progress 76,571 48,689 Allowance for depreciation (230,655) (201,671) ________ ________ 599,493 532,291 GOODWILL 231,245 226,534 OTHER ASSETS 18,265 14,573 ________ ________ $1,494,240 $1,333,959 ========= =========

June 30 December 31 LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1994 _______ __________ CURRENT LIABILITIES Notes payable to banks $28,381 $28,285 Trade accounts payable 70,501 63,318 Payroll and related expenses 49,915 39,155 Other accrued expenses 61,034 64,505 Income taxes 11,565 1,849 Current portion of long-term debt 37,422 35,127 ________ _______ TOTAL CURRENT LIABILITIES 258,818 232,239 LONG-TERM DEBT 444,707 402,337 DEFERRED INCOME TAXES 43,238 39,889 OTHER LIABILITIES 20,762 19,177 ACCRUED RETIREMENT COSTS 83,659 75,229 STOCKHOLDERS' EQUITY Common stock 4,549 2,257 Class B common stock 723 377 Capital in excess of par value 508,097 509,966 Retained earnings 100,461 53,734 Foreign currency translation adjustment 35,441 4,584 Unearned compensation (405) (20) Pension adjustment (5,810) (5,810) __________ __________ 643,056 565,088 __________ __________ $1,494,240 $1,333,959 ========== ========== See notes to consolidated condensed financial statements.

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited - In thousands except earnings per share) Three Months Ended June 30 1995 1994 ____ ____ Net sales $315,461 $226,683 Costs of products sold 231,935 171,231 __________ __________ GROSS PROFIT 83,526 55,452 Selling, general, and administrative expenses 40,523 31,451 Amortization of goodwill 1,593 849 __________ ___________ OPERATING INCOME 41,410 23,152 Other income (expense): Interest expense (8,573) (5,396) Other (305) (435) __________ __________ (8,878) (5,831) __________ ___________ EARNINGS BEFORE INCOME TAXES 32,532 17,321 Income taxes 7,808 3,095 __________ ___________ NET EARNINGS $24,724 $14,226 ======== ======== Net earnings per share $0.47 $0.30 ========= ======== Weighted average shares outstanding 52,718 46,815 See notes to consolidated condensed financial statements.

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited - In thousands except earnings per share) Six Months Ended June 30 1995 1994 ____ ____ Net sales $625,745 $452,698 Costs of products sold 462,954 346,446 __________ __________ GROSS PROFIT 162,791 106,252 Selling, general, and administrative expenses 81,643 61,627 Amortization of goodwill 3,193 1,650 __________ ___________ OPERATING INCOME 77,955 42,975 Other income (expense): Interest expense (16,892) (10,436) Other (318) 33 __________ ___________ (17,210) (10,403) ________ ________ EARNINGS BEFORE INCOME TAXES 60,745 32,572 Income taxes 13,987 5,688 __________ ___________ NET EARNINGS $46,758 $26,884 ======== ========= Net earnings per share $0.89 $0.57 Weighted average shares outstanding 52,710 46,813 See notes to consolidated condensed financial statements. /TABLE

VISHAY INTERTECHNOLOGY, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited - In thousands) Six Months Ended June 30 1995 1994 ____ ____ OPERATING ACTIVITIES Net earnings $46,758 $26,884 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 33,494 26,034 Other 772 3,140 Changes in operating assets and liabilities (44,339) (45,780) __________ _________ NET CASH PROVIDED BY OPERATING ACTIVITIES 36,685 10,278 INVESTING ACTIVITIES Purchases of property and equipment-net (70,460) (42,941) __________ _________ NET CASH USED IN INVESTING ACTIVITIES (70,460) (42,941) FINANCING ACTIVITIES Proceeds from long-term borrowings 159,314 118,562 Payments on long-term borrowings (124,227) (88,976) Net (payments) proceeds on short- term borrowings (1,193) 10,029 __________ _________ NET CASH PROVIDED BY FINANCING ACTIVITIES 33,894 39,615 Effect of exchange rate changes on cash 1,538 277 __________ _________ INCREASE IN CASH AND CASH EQUIVALENTS 1,657 7,229 Cash and cash equivalents at beginning of period 26,857 10,931 __________ _________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $28,514 $18,160 ======== ======= See notes to consolidated condensed financial statements. /TABLE

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) June 30, 1995 Note 1: Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for presentation of financial position, results of operations, and cash flows required by generally accepted accounting principles for complete financial statements. The information furnished reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair summary of the financial position, results of operations and cash flows for the interim periods presented. The financial statements should be read in conjunction with the financial statements and notes thereto filed with Form 10-K for the year ended December 31, 1994. Note 2: Earnings Per Share Earnings per share amounts for all periods reflect a 5% stock dividend paid March 31, 1995 and a 2-for-1 stock split paid on June 16, 1995. Earnings per share for the three and six month periods ended June 30, 1995 reflect the issuance of 2.79 million shares of common stock in August 1994 (5.58 million shares after adjustment for 2-for-1 stock split). Note 3: Long-Term Debt In June 1995, the Company entered into an amendment to its Revolving Credit and Term Loan agreements with a group of banks. The amendment increased the Company's domestic revolving facility from $200,000,000 to $300,000,000, extended the maturity of its domestic and Deutsche Mark denominated revolving credit facilities from December 31, 1997 to December 31, 2000, and relaxed certain covenants. Note 4: Acquisition In July 1994, the Company purchased all of the capital stock of Vitramon, Incorporated and Vitramon Limited U.K. (collectively, "Vitramon") for $184,000,000 in cash. Vitramon is a leading producer of multi-layer ceramic chip capacitors with manufacturing facilities primarily in the United States, France, Germany and the United Kingdom. The results of operations of Vitramon have been included in the Company's results from July 1994.

Pro forma unaudited results of operations for the three and six month periods ended June 30, 1994, assuming consummation of the Vitramon acquisition and related financing as of January 1, 1994, is as follows (in thousands, except net earnings per share): Pro Form Pro Forma Three Months Ended Six Months Ended June 30, 1994 June 30, 1994 _____________ _____________ Net sales $ 260,791 $ 522,314 Net earnings $ 17,687 $ 34,408 Net earnings per share $ 0.34 $ 0.66

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations _____________________ Net sales for the quarter and six months ended June 30, 1995 increased $88,778,000 or 39.2% and $173,047,000 or 38.2%, respectively, from the comparable periods of the prior year. The increase reflects the acquisition of Vitramon in July 1994 and the strong performance of Vishay's surface mount components businesses. Net sales of Vitramon were $44,055,000 and $87,753,000, respectively, for the quarter and six months ended June 30, 1995. Net sales, exclusive of Vitramon, increased by $44,723,000 or 19.7% and $85,294,000 or 18.8% for the quarter and six months, respectively. In addition, the weakening of the U.S. dollar against foreign currencies in the quarter and six months ended June 30, 1995 in comparison to the prior year's periods resulted in increases in reported sales of $19,163,000 and $35,795,000, respectively. Net sales, exclusive of Vitramon and foreign currency fluctuations, increased 11% over the quarter and six months of the prior year. Net bookings, exclusive of Vitramon, for the quarter and six months ended June 30, 1995 increased by 24.3% and 23.4%, respectively, over the comparable prior year periods. Net bookings of Vitramon for the quarter and six months ended June 30, 1995 increased by 13.1% and 21.8%, respectively, over the prior year's periods. Income statement captions as a percentage of sales and the effective tax rates were as follows: Three Months Ended Six Months Ended June 30 June 30 1995 1994 1995 1994 ____ ____ ____ ____ Costs of products sold 73.5 75.5 74.0 76.5 Gross profit 26.5 24.5 26.0 23.5 Selling, general and administrative expenses 12.8 13.9 13.0 13.6 Operating income 13.1 10.2 12.5 9.5 Earnings before income taxes 10.3 7.6 9.7 7.2 Effective tax rate 24.0 17.9 23.0 17.5 Net earnings 7.8 6.3 7.5 5.9 Costs of products sold for the quarter and six months ended June 30, 1995 were 73.5% and 74.0% of net sales, respectively, as compared to 75.5% and 76.5%, respectively, for the comparable prior year periods. The factors contributing to this decrease

included: i)the effect of the peso devaluation, which contributed approximately $900,000 and $1,800,000 to the gross profit for the quarter and six months ended June 30, 1995, ii) the fact that gross profits for Vitramon were higher than Vishay's other operating companies, iii) Israeli government grants of $3,351,000 and $5,940,000, for the quarter and six months ended June 30, 1995, respectively, as compared to $2,336,000 and $4,157,000, respectively, for the comparable prior year periods, and iv) an increase in production in Israel where labor costs are lower than in most other regions in which Vishay manufactures. The increase in Israeli government grants resulted primarily from an increase in the Company's work force and capital investment in Israel. Selling, general, and administrative expenses for the quarter and six months ended June 30, 1995 were 12.8% and 13.0% of net sales, respectively, as compared to 13.9% and 13.6% for the comparable prior year periods. While management believes these percentages to be acceptable, management continues to explore additional cost saving opportunities. Interest costs increased by $3,177,000 and $6,456,000 for the quarter and six months ended June 30, 1995 over the comparable prior year periods as a result of an increase in the floating rates of Vishay's bank indebtedness and an overall increase in debt incurred for the acquisition of Vitramon and purchases of property and equipment. The effective tax rate for the quarter and six months ended June 30, 1995 were 24.0% and 23.0%, respectively, compared to 17.9% and 17.5% for the comparable prior year periods. The effective tax rate for calendar year 1994 was 20.5%. The higher tax rates for the quarter and six months ended June 30, 1995 reflect the inclusion of Vitramon earnings which tend to be generated in higher tax jurisdictions. The continuing effect of low tax rates in Israel (as compared to the statutory rate in the United States) has been to increase net earnings by $4,123,000 and $3,421,000 for the quarters ended June 30, 1995 and 1994, respectively, and $8,195,000 and $5,942,000 for the six month periods ended June 30, 1995 and 1994, respectively. The period to period increases are primarily a result of increased earnings for the Israeli operations as a result of increased production. The more favorable Israeli tax rates are applied to specific approved projects and normally continue to be available for a period of ten years. New projects are continually being introduced.

Financial Condition ___________________ Cash flows from operations were $36,685,000 for the six months ended June 30, 1995 compared to $10,278,000 for the prior year's period. Included in net cash provided by operating activities is $7,152,000 and $7,645,000 of cash payments made in the first six months of 1995 and 1994, respectively, for accruals the Company established in connection with acquisitions. Net purchases of property and equipment for the six months ended June 30, 1995 were $70,460,000 compared to $42,941,000 in the prior year's period. This increase reflects the Company's on-going program to purchase additional equipment to meet growing customer demand for surface mount components. Net cash provided by financing activities of $33,894,000 for the six months ended June 30, 1995 includes borrowings used primarily to finance the additions to property and equipment. The Company has established accruals relating to the Vitramon acquisition of $13,532,000. These accruals, which are included in other accrued expenses, will not affect future earnings but will require cash expenditures over the next twelve months. In June 1995, the Company entered into an amendment to its Revolving Credit and Term Loan agreements with a group of banks. The amendment increased the Company's domestic revolving facility from $200,000,000 to $300,000,000, extended the maturity of its domestic and Deutsche Mark denominated revolving credit facilities from December 31, 1997 to December 31, 2000, and relaxed certain covenants. The Company's financial condition at June 30, 1995 is strong, with a current ratio of 2.5 to 1. The Company's ratio of long- term debt (less current portion) to stockholder's equity was .7 to 1 at June 30, 1995 and December 31, 1994. Management believes that available sources of credit, together with cash expected to be generated from operations, will be sufficient to satisfy the Company's anticipated financing needs for working capital and capital expenditures during the next twelve months. Inflation _________ Normally, inflation does not have a significant impact on the Company's operations. The Company's products are not generally sold on long-term contracts. Consequently, selling prices, to the extent permitted by competition, can be adjusted to reflect cost increases caused by inflation.

VISHAY INTERTECHNOLOGY, INC. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders (a) The Company held its Annual Meeting of Stockholders on May 19, 1995. (b) Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management's nominees for the directors as listed in the definitive proxy statement of the Company dated April 14, 1995, and all such nominees were elected. (c) Briefly described below is each matter voted upon at the Annual Meeting of Stockholders. (i) Election of the following individuals to hold office as Directors of the Company until the next Annual Meeting of Stockholders: Total Class A Common Stock voted was 17,468,028. Broker For Against Abstain Non-Votes ___________________________________________ Felix Zandman 17,132,232 335,796 0 0 Donald G. Alfson 17,133,335 334,693 0 0 Avi D. Eden 17,133,335 334,693 0 0 Robert A. Freece 17,132,936 335,092 0 0 Richard M. Grubb 17,134,672 333,356 0 0 Eli Hurvitz 17,134,672 333,356 0 0 Gerald Paul 17,134,672 333,356 0 0 Edward Shils 17,129,695 338,333 0 0 Luella B. Slaner 17,131,291 336,737 0 0

Mark I. Solomon 17,134,672 333,356 0 0 Jean-Claude Tine 17,130,664 337,364 0 0 Total Class B Common Stock voted was 3,695,179 in favor, 0 against, 0 abstained, and 0 broker non-votes. (ii) Ratification of the appointment of Ernst & Young LLP, independent certified public accountants, to audit the books and accounts of the Company for the calendar year ending December 31, 1995. Total Class A Common Stock voted was 17,418,541 in favor, 22,893 against, 26,594 abstained, and 0 broker non-votes. Total Class B Common Stock voted was 3,695,179 in favor, 0 against, 0 abstained, and 0 broker non-votes. (iii) Approval of proposal to adopt the Stock Option Program plan for the Chief Executive Officer and certain selected individuals. Total Class A Common Stock voted was 16,414,641 in favor, 692,545 against, 360,842 abstained, and 0 broker non-votes. Total Class B Common Stock voted was 3,694,738 in favor, 441 against, 0 abstained and 0 broker non-votes. (iv) Approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to increase authorized shares of common stock. Total Class A Common Stock voted was 15,579,402 in favor, 1,506,114 against, 382,512 abstained, and 0 broker non-votes. Total Class B Common Stock voted was 3,695,179 in favor, 0 against, 0 abstained and 0 broker non-votes. Item 5. Other Information None

Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit No. Description of Exhibits 3.1 Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated May 23, 1995, and Composite Amended and Restated Certificate of Incorporation of the Company, as of August 3, 1995. 10.1 The First Amendment, dated June 27, 1995, to the Amended and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement dated as of July 18, 1994 by and among Comerica Bank, NationsBank of North Carolina, N.A., Berliner Handels-und Frankfurter Bank, Signet Bank Maryland, CoreStates Bank, N.A., Bank Hapoalim, B.M., ABN AMRO Bank N.V., Credit Lyonnais New York Branch, Meridian Bank, Bank Leumi le-Israel, B.M. and Credit Suisse (collectively, the "Banks"), Comerica Bank, as agent for the Banks (the "Agent"), and Vishay Intertechnology, Inc. ("Vishay"), and the Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and Vishay. 10.2 The First Amendment, dated June 27, 1995, to the Amended and Restated Vishay Europe GmbH DM 40,000,000 Revolving Credit and DM 9,506,000 Term Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and Vishay Europe GmbH ("VEG"), and the Amended and Restated Roederstein DM 104,315,990.20 Term Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and VEG. PAGE

27 Financial Data Schedule. (b) Reports on Form 8-K None PAGE

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISHAY INTERTECHNOLOGY, INC. /s/ Richard N. Grubb ______________________________ Richard N. Grubb Vice President, Treasurer (Duly Authorized and Chief Financial Officer) Dated: August 4, 1995

EXHIBITS TO FORM 10-Q VISHAY INTERTECHNOLOGY, INC. EXHIBIT INDEX Sequential Exhibit No. Description of Exhibits Page Number 3.1 Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated May 23, 1995, and Composite Amended and Restated Certificate of Incorporation of the Company, as of August 3, 1995. 10.1 The First Amendment, dated June 27, 1995, to the Amended and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement dated as of July 18, 1994 by and among Comerica Bank, NationsBank of North Carolina, N.A., Berliner Handels-und Frankfurter Bank, Signet Bank Maryland, CoreStates Bank, N.A., Bank Hapoalim, B.M., ABN AMRO Bank N.V., Credit Lyonnais New York Branch, Meridian Bank, Bank Leumi le-Israel, B.M. and Credit Suisse (collectively, the "Banks"), Comerica Bank, as agent for the Banks (the "Agent"), and Vishay Intertechnology, Inc. ("Vishay"), and the Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and Vishay. 10.2 The First Amendment, dated June 27, 1995, to the Amended and Restated Vishay Europe GmbH DM 40,000,000 Revolving Credit and DM 9,506,000 Term Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and Vishay Europe GmbH ("VEG"), and the Amended and Restated Roederstein DM 104,315,990.20 Term Loan Agreement dated as of July 18, 1994 by and among the Banks, the Agent and VEG. 27 Financial Data Schedule.

CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF VISHAY INTERTECHNOLOGY, INC. It is hereby certified that: 1. The name of the corporation (hereinafter called the "Corporation") is Vishay Intertechnology, Inc. 2. The Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended by striking out the first paragraph of Article Fourth thereof and by substituting in lieu of said paragraph of said Article the following new paragraph: "FOURTH: Section 1. Classes and Number of Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 81,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows: (i) 65,000,000 shares of Common Stock, $0.10 par value per share (hereinafter the "Common Stock"); (ii) 15,000,000 shares of Class B Common Stock, $0.10 par value per share (hereinafter the "Class B Stock"); and (iii) 1,000,000 shares of Preferred Stock, $1.00 par value per share, with such rights, privileges, restrictions and preferences as the Board of Directors may authorize from time to time (hereinafter the "Preferred Stock"). PAGE

3. The amendment of the Restated Certificate of Incorporation, as amended, herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. Signed and attested to on May 23, 1995. /s/ Richard N. Grubb Richard N. Grubb Vice President Attest: /s/ William J. Spires William J. Spires Secretary PAGE

COMPOSITE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VISHAY INTERTECHNOLOGY, INC. AS OF AUGUST 3, 1995 ___________ FIRST: The name of the Corporation (hereinafter called the "Corporation") is Vishay Intertechnology, Inc. SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc. THIRD: The purpose of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: Section 1. Classes and Number of Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 81,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows: (i) 65,000,000 shares of Common Stock, $0.10 par value per share (hereinafter the "Common Stock"); PAGE

(ii) 15,000,000 shares of Class B Common Stock, $0.10 par value per share (hereinafter the "Class B Stock"); and (iii) 1,000,000 shares of Preferred Stock, $1.00 par value per share, with such rights, privileges, restrictions and preferences as the Board of Directors may authorize from time to time (hereinafter the "Preferred Stock"). Section 2. Powers and Rights of the Common Stock and the Class B Stock. A. Voting Rights and Powers. (i) With respect to all matters upon which shareholders are entitled to vote or to which shareholders are entitled to give consent, every holder of Common Stock shall be entitled to one vote in person or by proxy for each share of Common Stock standing in his name on the transfer books of the Corporation and every holder of Class B Stock shall be entitled to ten votes in person or by proxy for each share of Class B Stock standing in his name on the transfer books of the Corporation. PAGE

(ii) Except as otherwise provided herein and as may be otherwise required by law, the provi- sions of these Amended and Restated Articles of Incorporation shall not be modified, revised, altered or amended, repealed or rescinded in whole or in part, unless authorized by a majority of the votes of the outstanding shares of stock of the Corporation entitled to vote, with each share of Common Stock and each share of Class B Stock having the number of votes per share set forth in clause (i) of this paragraph A. (iii)Following the initial issuance of shares of Class B Stock, the Corporation may not effect the issuance of any additional shares of Class B Stock (except in connection with stock splits and stock dividends) unless and until such issuance is authorized by the holders of a majority of the outstanding shares of Common Stock of the Corporation entitled to vote, and by the holders of a majority of the shares of the outstanding shares of Class B Stock entitled to vote, each class voting separately. (iv) Except as provided in paragraph A(iii) and paragraph D of this Section 2 and as may be PAGE

otherwise required by law, the holders of Common Stock and Class B Stock shall vote together as a single class, subject to any voting rights which may be granted to holders of Preferred Stock. B. Dividends and Distributions. Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation as amended from time to time, holders of Common Stock and Class B Stock shall be entitled to such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor, provided that in the case of dividends or other distributions payable in stock of the Corporation other than the Preferred Stock, including distributions pursuant to stock split- ups, divisions or combinations, which occur after the date shares of Class B Stock are first issued by the Corporation, only shares of Common Stock shall be distributed with respect to Common Stock and only shares of Class B Stock shall be distributed with respect to Class B Stock. In no event will shares of either Common Stock or Class B Stock be split, divided or combined unless the other is also split, divided or combined equally. C. Other Rights. Except as otherwise required by the Delaware General Corporation Law or as otherwise provided in this PAGE

Amended and Restated Certificate of Incorporation, each share of Common Stock and each share of Class B Stock shall have identical powers, preferences and rights, including rights in liquidation. D. Transfer. (i) No person holding shares of Class B Stock of record (hereinafter called a "Class B Holder") may transfer, and the Corporation shall not register the transfer of, such shares of Class B Stock, whether by sale, assignment, gift, bequest, appointment or otherwise, except to a "Permitted Transferee." A "Permitted Transferee" shall mean, with respect to each person from time to time shown as the record holder of shares of Class B Stock: (a) In the case of a Class B Holder who is a natural person, (1) The spouse of such Class B Holder, any lineal descendant of a great grandparent of either the Class B Holder or the spouse of the Class B Holder, including adopted children; (2) The trustee of a trust (whether PAGE

testamentary, intervivos or a voting trust) principally for the benefit of such Class B Holder and/or one or more of his Permitted Transferees described in each subclause of this clause (a); (3) Any organization to which contributions are deductible for federal income, estate or gift tax purposes or any split-interest trust described in Section 4947 of the Internal Revenue Code of 1986, as it may from time to time be amended (herein- after called a "Charitable Organization"); (4) A corporation, of which outstanding capital stock entitled to a majority of the 7 votes in the election of directors is owned beneficially solely by, or a partnership, of which a majority of the partnership interests entitled to participate in the management of the partnership is owned beneficially solely by, the Class B Holder and/or one or more of his or her Permitted Transferees determined under this clause (a), provided that if by reason of any change in the ownership of such stock or partnership interests, such corpo- ration or partnership would no longer qualify PAGE

as a Permitted Transferee, all shares of Class B Stock then held by such corporation or partnership shall be converted auto- matically into shares of Common Stock effective upon the date of such change in ownership of such stock or partnership interests, and stock certificates formerly representing such shares of Class B Stock shall thereupon and thereafter be deemed to represent the like number of shares of Common Stock; and (5) The estate of such Class B Holder. (b) In the case of a Class B Holder holding the shares of Class B Stock in question as trustee pursuant to a trust (other than pursuant to a trust described in clause (f) below), "Permitted Transferee" means (1) any person transferring Class B Stock to such trust and (2) any Permitted Transferee of any such transferor determined pursuant to clause (a) above. (c) In the case of a Class B Holder which is a Charitable Organization holding record and beneficial ownership of the shares of Class B Stock in question, "Permitted Transferee" means any Class B Holder. PAGE

(d) In the case of a Class B Holder which is a corporation or partnership (other than a Charitable Organization) acquiring record and beneficial ownership of the shares of Class B Stock in question upon its initial issuance by the Corporation, "Permitted Transferee" means (1) a partner of such partnership or shareholder of such corporation at the time of issuance, and (2) any Permitted Transferee (determined pursuant to clause (a) above) of any such partner or share- holder referred to in subclause (1) of this clause (d). (e) In the case of a Class D Holder which is a corporation or partnership (other than a Charitable Organization or a corporation or partnership described in clause (d) above) holding record and beneficial ownership of the shares of Class B Stock in question, "Permitted Transferee" means (1) any person transferring such shares of Class B Stock to such corporation or partnership and (2) any Permitted Transferee of any such transferor determined under clause (a) above. (f) In the case of a Class B Holder holding the shares of Class B Stock in question as trustee PAGE

pursuant to a trust which was irrevocable at the time of issuance of the Class B Stock, "Permitted Transferee" means (1) any person to whom or for whose benefit principal may be distributed either during or at the end of the term of such trust whether by power of appointment or otherwise and (2) any Permitted Transferee of any such person determined pursuant to clause (a) above. (g) In the case of a Class B Holder which is the estate of a deceased Class B Holder or which is the estate of a bankrupt or insolvent Class B Holder, which holds record and beneficial owner- ship of the shares of Class B Stock in question, "Permitted Transferee" means a Permitted Transferee of such deceased, bankrupt or insolvent Class B Holder as determined pursuant to clause (a), (b), (c), (d), (e) or (f) above, as the case may be. (h) Any Class B Holder may transfer all or any part of such holder's Class B Stock to any Class B Holder which, at the time of such transfer, owns not less than 50,000 shares of Class B Stock (as adjusted for stock splits and stock dividends); provided, however, that such proposed transfer shall be authorized by the holders of a majority of the outstanding shares of PAGE

Common Stock of the Corporation entitled to vote, and by the holders of a majority of the outstand- ing shares of Class B Stock entitled to vote, each Class voting separately. (ii) Notwithstanding anything to the contrary set forth herein, any Class B Holder may pledge such holder's shares of Class B Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral security for indebtedness due to the pledgee, provided that such shares shall remain subject to the provisions of this Paragraph D. In the event of foreclosure or other similar action by the pledgee, such pledged shares of Class B Stock may (a) be transferred only to a Permitted Transferee of the pledgor or (b) converted into shares of Common Stock and transferred to the pledgee, as the pledgee may elect. (iii) For purposes of this Paragraph D: (a) The relationship of any person that is derived by or through legal adoption shall be considered a natural one. (b) Each joint owner of shares of Class B Stock shall be considered a "Class B Holder" of such shares. PAGE

(c) A minor for whom shares of Class B Stock are held pursuant to a Uniform Gifts to Minors Act or similar law shall be considered a Class B Holder of such shares. (d) Unless otherwise specified, the term "person" means both natural persons and legal entities. (e) Each reference to a corporation shall include any successor corporation resulting from merger or consolidation; and each reference to a partnership shall include any successor partner- ship resulting from the death or withdrawal of a partner. (iv) Any transfer of shares of Class B Stock not permitted hereunder shall result in the conversion of the transferee's shares of Class B Stock into shares of Common Stock, effective the date on which certificates representing such shares are presented for transfer on the books of the Corporation. The Corporation may, in connection with preparing a list of shareholders entitled to vote at any meeting of shareholders, or as a condition to the transfer or the registration of PAGE

shares of Class B Stock on the Corporation's books, require the furnishing of such affidavits or other proof as it deems necessary to establish that any person is the beneficial owner of shares of Class B Stock or is a Permitted Transferee. (v) If at any time the number of outstanding shares of Class B Stock as reflected on the stock transfer books of the Corporation falls below 300,000 shares, or such higher number as results from adjust- ments for stock splits or stock dividends, the outstanding shares of Class B Stock shall automatically be deemed converted into shares of Common Stock and certificates formerly representing outstanding shares of Class B Stock shall thereupon and thereafter represent the like number of shares of Common Stock. (vi) Shares of Class B Stock shall be registered in the names of the beneficial owners thereof and not in "street" or "nominee" names. Notwithstanding the foregoing, trusts may transfer shares into nominee name. The Corporation shall note on the certificates for shares of Class B Stock the restrictions on transfer and registration of transfer imposed by this Paragraph D. (vii) The term "beneficial ownership" and derivations thereof shall have the same meaning given PAGE

thereto under the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder. E. Conversion Rights. (i) Subject to the terms and conditions of this Paragraph E, each share of Class B Stock shall be convertible at any time or from time to time, at the option of the respective holder thereof, at the office of any transfer agent for Common Stock, and at such other place or places, if any, as the Board of Directors may designate, into one (1) fully-paid and nonassessable share of Common Stock. In order to convert Class B Stock into Common Stock, the holder thereof shall (a) surrender the certificate or certificates for such Class B Stock at the office of said transfer agent (or other place as provided above), which certificate or certificates, if this Corporation shall so request, shall be duly endorsed to the Corporation or in blank or accompanied by proper instruments of transfer to the Corporation (such endorsements or instruments of transfer to be in form satisfactory to the Corporation), and (b) give written notice to the Corporation that such holder elects to convert said Class B Stock, which notice shall state PAGE

the name or names in which such holder wishes the certificate or certificates for Common Stock to be issued. The Corporation will issue and deliver at the office of said transfer agent (or other place as provided above) to the person for whose account such Class B Stock was so surrendered, or to his nominee or nominees, a certificate or certificates for the number of full shares of Common Stock to which such holder shall be entitled as soon as practicable after such deposit of a certificate or certificates of Class B Stock, accompanied by the requisite written notice. Such conversion shall be deemed to have been made as of the date of such surrender of the Class B Stock to be converted; and the persons entitled to receive the Common Stock issuable upon conversion of such Class B Stock shall be treated for all purposes as the record holder or holders of such Common Stock on such date. (ii) The issuance of certificates for shares of Common Stock upon conversion of shares of Class B Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Stock converted, the person or persons requesting the issuance thereof shall pay to the PAGE

Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not required to be paid. (iii) The Corporation covenants that it will at all times reserve and keep available, solely for the purpose of issue upon conversion of the outstanding shares of Class B Stock, such number of shares of Common Stock as shall be issuable upon the conversion of all such outstanding shares. Section 3. Preferred Stock. A. The Preferred Stock may be issued in one or more series and may be with such voting powers, full or limited, or without voting powers, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be fixed by the Board of Directors pursuant to authority hereby expressly granted to it, and as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors pursuant to authority expressly vested in it by these provisions. PAGE

B. Any Preferred Stock or series thereof may be made subject to redemption at such time or times and at such price or prices as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. C. The holders of Preferred Stock or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided, payable in preference to, or in such relation to, the dividends payable on any other class or classes of stock, or cumulative or noncumulative as shall be so stated and expressed. D. The holders of Preferred Stock or of any class or of any series thereof, shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors as hereinabove provided. E. Subject to Section 2A(iii) of this Article Four, any Preferred Stock of any class or of any series thereof may be PAGE

made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or of any other class or classes of stock of the Corporation, or shares of any class or series of stock of any other Corporation, at such price or prices or at such rates of exchange and with such adjustments as shall be stated and expressed or provided for the issue of such stock adopted by the Board of Directors as herein- above provided. Section 4. Issuance of Common Stock, Class B Stock and Preferred Stock. The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common Stock, the Preferred Stock and, subject to Section 2A(iii) of this Article Four, the Class B Stock, herein authorized in accordance with the terms and conditions set forth in this Amended and Restated Certificate or Incorporation for such purposes, in such amounts, to such persons, corpo- rations, or entities, for such consideration, and in the case of the Preferred Stock, in one or more series, all as the Board of Directors in its discretion may determine and without any vote or other action by the shareholders, except as otherwise required by law. Except for the payment of one stock dividend to holders of Common Stock within 120 days of the effective date of this amendment (which 120-day period may be extended by the Board of Directors), at any time shares of Class B Stock are outstanding, the Board of Directors may not issue shares of Common Stock in PAGE

the form of a distribution or distributions pursuant to a stock dividend or split-up, division or combination of the shares of Common Stock except where such shares are issuable both (i) only to the holders of the then outstanding shares of Common Stock and (ii) only in conjunction with and in the same ratio as a stock dividend or split-up, division or combination of the shares of Class B Stock. FIFTH: The Corporation is to have perpetual existence. SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the General Corporation Law of the State of Delaware or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the General Corporation Law of the State of Delaware order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in PAGE

value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. SEVENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, or any class thereof, as the case may be, it is further provided: 1. The power to make, alter, or repeal the By-Laws of the Corporation, and to adopt any new By-Laws, except a By-Law classifying directors for election for staggered terms, shall be vested in the Board of Directors, provided that the Board of Directors may delegate such power, in whole or in part, to the stockholders. 2. Whenever the Corporation shall be authorized to issue more than one class of PAGE

stock, one or more of which is denied voting power, no outstanding share of any class of stock which is denied voting power under the provisions of the Certificate of Incorporation shall entitle the holder thereof to notice of, and the right to vote at any meeting of stockholders except as the provisions of paragraph (c)(2) of section 242 of the General Corporation Law and of sections 251 and 252 of the General Corporation Law shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. 3. In lieu of taking any permissive or requisite action by vote at a meeting of stockholders, any such vote and any such meeting may be dispensed with if either all of the stockholders entitled to vote upon the action at any such meeting shall consent in writing to any such corporate action being taken or if less than all of the stockholders entitled to vote upon the action at any such meeting shall consent in writing to any such corporate action being taken; provided, that any such action taken upon less than the unanimous written consent of all stockholders PAGE

entitled to vote upon any such action shall be by the written consent of the stockholders holding at least the minimum percentage of the votes required to be cast to authorize any such action under the provisions of the General Corporation Law or under the provisions of the Certificate of Incorporation or the By-Laws as permitted by the provisions of the General Corporation Law; and, provided, that prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to those stockholders who have not consented in writing. 4. No election of directors need be by written ballot. EIGHTH: No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because his or their votes are counted for such purpose, if: (a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Committee, and the Board or Committee in good faith authorizes the contract or PAGE

transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or, (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or, (c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. NINTH: Every person (and the heirs, executors and administrators of such person) who is or was a director, officer, employee or agent of the Corporation or of any other company, including another corporation, partnership, joint venture, trust or other enterprise which such person serves or served as such at the request of the Corporation shall be indemnified by the Corporation against all judgments, payments in settlement (whether or not approved by court), fines, penalties and other PAGE

reasonable costs and expenses (including fees and disbursements of counsel) imposed upon or incurred by such person in connection with or resulting from any action, suit, proceeding, investiga- tion or claim, civil, criminal, administrative, legislative or other (including any criminal action, suit or proceeding in which such person enters a plea of guilty or nolo contendere or its equivalent), or any appeal relating thereto, which is brought or threatened either by or in the right of the Corporation or such other company (herein called a "derivative action") or by any other person, governmental authority or instrumentality (herein called a "third-party action") and in which such person is made a party or is otherwise involved by reason of his being or having been such director, officer, employee or agent or by reason of any action or omission, or alleged action or omission by such person in his capacity as such director, officer, employee or agent if either (a) such person is wholly successful, on the merits or otherwise, in defending such derivative or third-party action or (b) in the judgment of a court of competent jurisdic- tion or, in the absence of such a determination, in the judgment of a majority of a quorum of the Board of Directors of the Corporation (which quorum shall not include any director who is a party to or is otherwise involved in such action) or, in the absence of such a disinterested quorum, in the opinion of independent legal counsel (i) in the case of a derivative action, such person acted in good faith in what he reasonably believed to be the best interest of the Corporation and was not adjudged PAGE

liable to the Corporation or such other company or (ii) in the case of a third-party action, such person acted in good faith in what he reasonably believed to be the best interest of the Corporation or such other company, and, in addition, in any criminal action, had no reasonable cause to believe that his action was unlawful; provided that, in the case of a derivative action, such indemnification shall not be made in respect of any payment to the Corporation or such other company or any stock- holder thereof in satisfaction of judgment or in settlement unless either (x) a court of competent jurisdiction has approved such settlement, if any, and the reimbursement of such payment or (y) if the court in which such action has been instituted lacks jurisdiction to grant such approval or such action is settled before the institution of judicial proceedings, in the opinion of independent legal counsel the applicable standard of conduct specified in the preceding sentence has been met, such action was without substantial merit, such settlement was in the best interests of the corporation or such other company and the reimbursement of such payment is permissible under applicable law. In case such person is successful, on the merits or other- wise, in defending part of such action or, in the judgment of such a court or such quorum of the Board of Directors or in the opinion of such counsel, has met the applicable standard of conduct specified in the preceding sentence with respect to part of such action, he shall be indemnified by the Corporation PAGE

against the judgments, settlements, payments, fines, penalties and other costs and expenses attributable to such part of such action. The directors may authorize the advancement of such amounts necessary to cover the reasonable costs and expenses incurred by any director, officer or employee in connection with the action, suit, proceeding, investigation or claim prior to final disposition thereof to the extent permitted under Delaware law. The foregoing rights of indemnification and advancement of expenses shall be in addition to any rights to which any such director, officer, employee, or agent may otherwise be entitled under the Certificate of Incorporation, any agreement or vote of stockholders or at law or in equity or otherwise. No director shall have any personal liability to the Corporation or its stockholders for any monetary damages for breach of fiduciary duty as a director, except that this Article shall not eliminate or limit the liability of each director (i) for any breach of such director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. This Article PAGE

shall not eliminate or limit the liability of such director for any act or omission occurring prior to the date when this Article becomes effective. TENTH: The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of Article NINTH. ELEVENTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said law, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article ELEVENTH.

FIRST AMENDMENT TO VISHAY LOAN AGREEMENT AND ACQUISITION LOAN AGREEMENT DATED AS OF JUNE 27, 1995 COMERICA BANK, AS AGENT NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT BERLINER HANDELS-UND FRANKFURTER BANK, AS LEAD MANAGER PAGE

FIRST AMENDMENT THIS FIRST AMENDMENT ("First Amendment") is made as of this 27TH day of June, 1995 by and among Vishay Intertechnology, Inc., a Delaware corporation ("Company"), Comerica Bank, successor by merger to Manufacturers Bank, N.A., formerly known as Manufacturers National Bank of Detroit ("Comerica"), the banks signatory hereto (individually, a "Bank" and collectively, "Banks"), and Comerica Bank, as agent for the Banks (in such capacity, "Agent"). RECITALS: A. Company, Agent and the Banks entered into that certain Amended and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Vishay Loan Agreement") under which the Banks renewed and extended (or committed to extend) credit to the Company and the Permitted Borrowers, as set forth therein. B. Concurrently therewith, (1) the Banks, Agent and Company entered into that certain Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Acquisition Loan Agreement") under which the Banks extended credit to Company consisting of the $100,000,000 Bridge Loan (as defined in the Acquisition Loan Agreement, and subsequently repaid) and the $100,000,000 Non-Amortizing Term Loan (as therein defined, and still outstanding), as set forth therein; (2) the Banks, Agent and Vishay Beteiligungs GmbH ("VBG"), now known as Vishay Europe GmbH and formerly known as Draloric Electronic GmbH, entered into that certain Amended and Restated Draloric/VBG DM 40,000,000 Revolving Credit and DM 9,506,000 Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "DM Loan Agreement") under which the Banks renewed and extended (or committed to extend) credit to VBG as set forth therein; and (3) the Banks, Agent and VBG entered into that certain Amended and Restated Roederstein DM 104,315,990.20 Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Roederstein Loan Agreement") under which the Banks renewed and extended credit to VBG as set forth therein. C. Pursuant to the Vishay Loan Agreement, Company and the Permitted Borrowers each issued to the Banks their respective Revolving Credit Notes as specified therein, and Company issued to the Banks the Term Notes and the Bid Notes described therein. D. Pursuant to the Acquisition Loan Agreement, Company issued to the Banks the Term Notes and the Bridge Notes described therein.

E. At the Company's request, Agent and the Banks have agreed with the Company and the Permitted Borrowers to make certain amendments to the terms and conditions of the Vishay Loan Agreement and the Acquisition Loan Agreement, but only on the terms and conditions set forth in this First Amendment. NOW, THEREFORE, Company, the Permitted Borrowers, Agent and the Banks agree: 1. Section 1 of the Vishay Loan Agreement is amended as follows: (a) Section 1.15 (the definition of "Applicable Fee Percentage") is amended to add to the end of said Section the following: "; provided, however, that upon Company's issuance and sale of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable percentage used to calculate fees due and payable hereunder shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 4.1A." (b) Subclause (i) of Section 1.17 (the definition of "Applicable Margin") is amended and restated in its entirety as follows: "(i) with respect to the Revolving Credit and the Term Loan, the applicable interest rate margin determined by reference to the appropriate columns in the Pricing Matrix attached to this Agreement as Schedule 4.1, provided that, upon Company's issuance and sale of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable interest rate margin shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 4.1A, and" (c) Section 1.34A is added immediately following Section 1.34, as follows: "1.34A `Conversion Amount' shall mean the cumulative amounts, not to exceed One Hundred Million Dollars ($100,000,000) in the aggregate, which Company has converted from the Non- Amortizing Term Loan to Revolving Credit, pursuant to Section 2.16A hereof." PAGE

(d) Section 1.53A is added immediately following Section 1.53, as follows: "1.53A Equity Offering Adjustment shall mean that amount to be added to the minimum Tangible Net Worth required to be maintained under Section 7.4 hereof consisting of an amount equal to one hundred percent (100%) of each Equity Offering conducted by the Company or any of its Subsidiaries, net of costs of issuance, on and after June 30, 1995, on a cumulative basis." (e) Section 1.94 (the definition of "Net Income Adjustment") is amended and restated in its entirety as follows: "1.94 Net Income Adjustment shall mean that amount to be added to the minimum Tangible Net Worth required to be maintained under Section 7.4 hereof consisting of fifty percent (50%) of Company's Consolidated Net Income for each of Company's fiscal quarters ending on or after March 31, 1995 (in each case, only if a positive number), on a cumulative basis." (f) Section 1.95A is added immediately following Section 1.95, as follows: "1.95A New Equity shall mean additional common stock of Company issued and sold by Company for cash on or after July 1, 1995." (g) Section 1.130 (the definition of "Revolving Credit") is amended to replace the reference to "Two Hundred Million Dollars ($200,000,000)" in the fourth and fifth lines thereof with the phrase "Three Hundred Million Dollars ($300,000,000), plus the Conversion Amount". (h) Section 1.133 (the definition of "Revolving Credit Designated Portion") is amended to replace the reference to "One Hundred Million Dollars ($100,000,000)" in the third line thereof with the phrase "One Hundred Fifty Million Dollars ($150,000,000), plus fifty percent (50%) of the Conversion Amount". (i) Section 1.135 (the definition of "Revolving Credit Maturity Date") is amended to change the reference to "December 31, 1997" in the second line thereof to "December 31, 2000". (j) Section 1.136 (the definition of "Revolving Credit Maximum Amount") is amended to replace the reference to "Two Hundred Million Dollars ($200,000,000)" in the first and PAGE

second lines thereof with the phrase "Three Hundred Million Dollars ($300,000,000), plus the Conversion Amount". (k) Section 1.166 (the definition of "VBG") is amended and restated in its entirety, as follows: "1.166 VBG shall mean Vishay Europe GmbH, a German corporation, formerly known as Vishay Beteiligungs GmbH, and prior thereto known as Draloric Electronic GmbH." 2. Section 2 of the Vishay Loan Agreement is amended as follows: (a) Section 2.14(a) is amended to replace the reference to ".0625%" (in the first line thereof) with the words "the Applicable Fee Percentage". (b) Section 2.16A is added immediately following Section 2.16, as follows: "2.16A Increase of Revolving Credit Maximum Amount; Conversion Option. Provided that no Default or Event of Default has occurred and is continuing, and provided that the Company has not previously elected to reduce or terminate the Revolving Credit Maximum Amount under Section 2.16 hereof, the Company may during the period commencing on July 1, 1995 and expiring on June 30, 1996, upon not less than ten (10) Business Days prior written request to Agent, elect to increase the Revolving Credit Maximum Amount by amounts, in the aggregate, up to $100,000,000, subject to satisfaction, prior to the effective date of any such increase, of the following conditions: "(a) the outstanding principal balance of the Non- Amortizing Term Loan has been reduced in accordance with Section 2.3A of the Acquisition Loan Agreement by a principal amount at least equal to the amount of the increase in the Revolving Credit Maximum Amount so requested, provided that any deposit of cash collateral under Section 2.3A of the Acquisition Loan Agreement shall not be considered as a reduction of the principal balance of the Non-Amortizing Term Loan until the sums on deposit therein are applied against said balance. "(b) Company and each of the Permitted Borrowers (with respect to the Revolving Credit) and Company (with respect to the Bid Notes) shall have executed and delivered to each of the Banks renewal and replacement Notes substantially in the forms of Exhibit B-1, B-2 and C of the Vishay Loan PAGE

Agreement, as applicable, each of such Notes to be dated as of the effective date of such increase (with appropriate insertions acceptable to the Banks in form and substance) and, in the case of the Revolving Credit, in the face amount of each Bank's respective Percentage of the Revolving Credit Maximum Amount (reflecting such increase) and, in the case of the Bid Notes, in the full amount of the Revolving Credit Maximum Amount (reflecting such increase), as the case may be. Upon receipt of the renewal and replacement Notes, as aforesaid (which Notes are to be in exchange for and not in payment of the predecessor Notes issued by Company and the Permitted Borrowers), the Bank shall return the predecessor Notes to Agent which shall stamp such Notes "Exchanged" and deliver said notes to the Company. "(c) The Company may submit not more than two (2) requests to increase the Revolving Credit Maximum Amount under this Section 2.16A, each of which requests shall specify the amount of the increase requested hereunder (which shall be in a minimum amount of Twenty-Five Million Dollars ($25,000,000) and in integral multiples of One Million Dollars ($1,000,000), and the proposed effective date of such increase." (c) Section 2.17 is amended to replace the reference to "One Hundred Million Dollars ($100,000,000)" in the eighth line thereof with the phrase "One Hundred Fifty Million Dollars ($150,000,000), plus fifty percent (50%) of the Conversion Amount" and to change the reference to "Five Million Dollars ($5,000,000)" in the twelfth line thereof to "Ten Million Dollars ($10,000,000)". (d) Section 2.19 is amended to add to the sixth line thereof, following the word "year", the words "through (and including) the year 2002". 3. Section 4.1 of the Vishay Loan Agreement is amended to add to the preamble thereof, following the words "Schedule 4.1", the words "or Schedule 4.1A, as applicable,". 4. Section 7 of the Vishay Loan Agreement is amended as follows: (a) Sections 7.4A and 7.4B are amended and restated in their entirety as follows: "7.4 Tangible Net Worth. Maintain, and cause its Subsidiaries to maintain, Tangible Net Worth which on a Consolidated basis will at no time be less than Two Hundred Seventy-Five Million Dollars ($275,000,000), plus the sum of the Net Income Adjustment and the Equity Offering Adjustment." PAGE

(b) Sections 7.5A and 7.5B are amended and restated in their entirety as follows: "7.5 Leverage Ratio. Maintain, and cause its Subsidiaries to maintain, a Leverage Ratio which on a Consolidated basis will at no time exceed: (a) from April 1, 1995 to December 30, 1996, 3.10 to 1.0; (b) from December 31, 1996 to December 30, 1997, 2.40 to 1.0; and (c) from and after December 31, 1997, 2.0 to 1.0." (c) Section 7.6 is amended and restated in its entirety as follows: "7.6 Fixed Charge Coverage Ratio. Maintain, and cause its Subsidiaries to maintain, the Fixed Charge Coverage Ratio which on a Consolidated basis will at no time be less than: (a) from December 31, 1994 to December 30, 1995, 2.15 to 1.0; (b) from December 31, 1995 to December 30, 1996, 2.0 to 1.0; (c) from December 31, 1996 to December 30, 1997, 2.50 to 1.0; and (d) from and after December 31, 1997, 3.0 to 1.0." 5. The first sentence of Section 12.16 of the Vishay Loan Agreement is amended and restated in its entirety, as follows: "NationsBank has been designated by the Company as "Co-Agent" and BHF has been designated by the Company as "Lead Manager" under this Agreement." 6. Section 13.21 of the Vishay Loan Agreement is amended and restated in its entirety as follows: "13.21 Release of Guaranties. Upon the prior written request of Company to Agent following the satisfaction of the conditions set forth in this Section 13.21, Banks and the Agent agree, if Company has received not less than One Hundred Million Dollars ($100,000,000) in proceeds of New Equity (net of costs of issuance) on or before June 30, 1996 (but not otherwise), to release the Domestic Guaranty and the Permitted Borrowers Guaranty, and the Guarantors' obligations thereunder; provided, however, that: PAGE

"(a) no Default or Event of Default shall have occurred and be continuing on the date of Company's request hereunder, and as of the effective date of such release; and "(b) prior to or concurrently with the release of such guaranties by Banks and Agent, the Company has irrevocably paid and discharged in full all Indebtedness outstanding under the Acquisition Loans and has irrevocably cancelled any and all further commitments of Agent or the Banks to make further Advances thereof." 7. Schedule 4.1A (Pricing Matrix A) attached to this First Amendment is added to the Vishay Loan Agreement immediately following Schedule 4.1; new Exhibit "G" in the form attached to this First Amendment (setting forth the applicable Percentages) shall replace existing Exhibit "G" to the Vishay Loan Agreement; and the existing Schedules to the Vishay Loan Agreement are hereby restated and replaced in their entirety by the Schedules contained in Attachment "1" hereto. 8. Section 1 of the Acquisition Loan Agreement is amended as follows: (a) Section 1.8 is amended to add to the end of said Section the following: "; provided, however, that upon Company's issuance and sale of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable percentage used to calculate fees due and payable hereunder shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 1.8A." (b) Section 1.10 is amended to add to the end of said Section the following: "; provided, however, that upon Company's issuance and sale of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable interest rate margin shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 1.8A." PAGE

(c) Section 1.56A is added immediately following Section 1.56, as follows: "1.56A `New Equity' shall mean additional common stock of the Company issued and sold by Company for cash on or after July 1, 1995." (d) Section 1.96 (the definition of "VBG") is amended and restated in its entirety, as follows "1.96 VBG shall mean Vishay Europe GmbH, a German corporation, formerly known as Vishay Beteiligungs GmbH, and prior thereto known as Draloric Electronic GmbH." 9. Section 2 of the Acquisition Loan Agreement is amended as follows: (a) Section 2.2 is amended and restated in its entirety as follows: "2.2 Repayment of Principal. The Term Notes and all principal, interest and other sums outstanding thereunder, shall mature and become due and payable in full on the Term Loan Maturity Date. Subject to the terms hereof (including without limitation acceleration under Section 9.2 below), no periodic installments of principal shall be required under the Term Notes except to the extent that the Company is required to make principal payments based on Excess Cash Flow under Section 2.3 hereof and except to the extent required upon the issuance of New Equity under Section 2.3A hereof." (b) Section 2.3A is hereby added as follows: "2.3A Issuance of New Equity. In the event of the Company's issuance of any New Equity during the period from and after July 1, 1995 through June 30, 1996 (but not thereafter), the Company shall be obligated to make the following payments of principal under the Term Notes (irrespective of and in addition to any principal payments based on Excess Cash Flow or any optional prepayments): "(a) upon Company's receipt of the proceeds from the first issuance of New Equity during the aforesaid period, an amount equal to the lesser of fifty percent (50%) of the proceeds (net of costs of issuance) received by the Company from such issuance of New Equity and Fifty Million Dollars ($50,000,000); "(b) upon Company's receipt of the proceeds from each subsequent issuance of New Equity during the aforesaid period, an amount equal to the entire amount of such proceeds, net of costs of issuance; and PAGE

"(c) on or before June 30, 1996, and whether or not any additional proceeds of New Equity are received, the entire remaining balance of the Term Loan shall be paid and discharged in full. "To the extent, on the payment dates established under subparagraphs 2.3A(a) and (b), above, the Indebtedness under the Term Notes is being carried at the Eurocurrency-based Rate and no Default or Event of Default has occurred and is continuing hereunder, Company may deposit the aforesaid proceeds of New Equity in the required amounts in a cash collateral account to be held by Agent, for and on behalf of the Banks, on such terms and conditions as reasonably acceptable to Agent and the Majority Banks. Subject to the terms and conditions of the cash collateral account, sums on deposit in said cash collateral account shall be applied (until exhausted) to reduce the principal balance of the Term Loan in accordance with subparagraphs 2.3A(a) and (b), as applicable, on the last day of each Interest Period attributable to such Eurocurrency-based Advances of the Term Loan. There shall be no readvance or reborrowing of any principal reductions of the Term Loan hereunder." 10. Section 4.1 of the Acquisition Loan Agreement is amended to change the reference to Schedule 4.1 in the preamble thereof to Schedule 1.8 and to add to the preamble, immediately thereafter, the words ", or Schedule 1.8A, as applicable,". 11. Schedule 1.8A (Pricing Matrix A) attached to this First Amendment is added to the Acquisition Loan Agreement immediately following Schedule 1.8; new Exhibit "F" in the form attached to this First Amendment (setting forth the applicable Percentages) shall replace existing Exhibit "F" to the Acquisition Loan Agreement; and the existing Schedules to the Acquisition Loan Agreement are hereby restated and replaced in their entirety by the Schedules contained in Attachment "2" hereto. 12. Company and each of the Permitted Borrowers ratify and confirm, as of the date hereof, each of the representations and warranties set forth in Sections 6.1 through 6.21, inclusive, of the Vishay Loan Agreement (as amended by this First Amendment), and acknowledge that such representations and warranties are and shall remain continuing representations and warranties during the entire life of the Vishay Loan Agreement, and with respect to the Company, the Acquisition Loan Agreement. 13. Except as specifically set forth above, this First Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the Vishay Loan Agreement, the Acquisition Loan Agreement, any of the Notes issued thereunder, or any of the other Loan Documents, or to constitute a waiver by Banks or Agent of any right or remedy under the Vishay Loan Agreement, the Acquisition Loan Agreement, any of the Notes issued thereunder or any of the other Loan Documents. PAGE

14. This First Amendment shall become effective on June 30, 1995, subject to the satisfaction by Company and each of the Permitted Borrowers of the following conditions (which Company covenants and agrees to satisfy) on or before such date: (a) Agent shall have received counterpart originals of this First Amendment and of the amendment to the DM Loan Agreement and the Roederstein Loan Agreement entered into concurrently herewith (and Company and the Permitted Borrowers shall have satisfied the conditions thereunder), duly executed and delivered and in form satisfactory to Agent and the Banks; (b) Company and each of the Permitted Borrowers (with respect to the Revolving Credit) and Company (with respect to the Bid Notes and the Term Notes under the Vishay Loan Agreement and the Acquisition Loan Agreement) shall have executed and delivered to each of the Banks renewal and replacement Notes substantially in the forms of Exhibit B-1, B-2, C and D to the Vishay Loan Agreement and Exhibit A to the Acquisition Loan Agreement, as applicable, each of such Notes to be dated as of the effective date of this First Amendment (with appropriate insertions acceptable to the Banks in form and substance) and, (i) in the case of the Revolving Credit, in the face amount of each Bank's respective Percentage of the Revolving Credit Maximum Amount (reflecting the increase which is to become effective on the date of this First Amendment and the aforesaid changes in the Percentages) (ii), in the case of the Bid Notes, in the full amount of the Revolving Credit Maximum Amount (reflecting such increase and the aforesaid changes in the Percentages), and (iii) in the case of the Term Notes under the Vishay Loan Agreement and the Acquisition Loan Agreement, in the face amount of each Bank's Percentage thereof (reflecting the aforesaid changes in the Percentages), as the case may be. Upon receipt of the renewal and replacement Notes, as aforesaid (which Notes are to be in exchange for and not in payment of the predecessor Notes issued by Company and the Permitted Borrowers), the Banks shall return the predecessor Notes to Agent which shall stamp such Notes "Exchanged" and deliver said notes to the Company; (c) Agent shall have received from Company and the Permitted Borrowers, as applicable, copies, certified by a duly authorized officer to be true and complete as of the date hereof, of records of all action taken by Company and the Permitted Borrowers, as the case may be, to authorize the execution and delivery of this First Amendment and to issue replacement Notes hereunder; PAGE

(d) Agent shall have received a written legal opinion, addressed to Agent and each of the Banks and dated as of the date hereof, from counsel for Company and the Permitted Borrowers in form and substance satisfactory to Agent and the Banks; and (e) Company shall have paid to Agent, for distribution to the Banks pro rata based on their final allocations (as reflected in the revised Percentages) of the increase in the aggregate Indebtedness (or commitments therefor) effected by this First Amendment, an up-front fee in the amount of One Hundred Fifty Thousand Dollars ($150,000), taking into account any portion of such fee paid prior to the date hereof. 15. Unless otherwise expressly defined to the contrary herein, all capitalized terms used in this First Amendment shall have the meaning set forth in the Vishay Loan Agreement and the Acquisition Loan Agreement. 16. By executing this First Amendment, each of the Permitted Borrowers consents to and acknowledges and agrees to be bound by the terms and conditions of this First Amendment. 17. This First Amendment may be executed in counterpart, in accordance with Section 13.10 of the Vishay Loan Agreement and Section 13.10 of the Acquisition Loan Agreement. IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this First Amendment to be executed by their respective duly authorized officers or agents, as applicable, all as of the date first set forth above. COMPANY: AGENT: VISHAY INTERTECHNOLOGY, INC. COMERICA BANK, as Agent By: /s/ Richard N. Grubb By: /s/ John M. Costa Its: Vice President Its: Vice President 63 Lincoln Highway One Detroit Center Malvern, Pennsylvania 19355 500 Woodward Avenue Detroit, Michigan 48226 Attention: National Division PAGE

BANKS: COMERICA BANK By: /s/ John M. Costa Its: One Detroit Center 500 Woodward Avenue Detroit, Michigan 48226 Attention: National Division Telex: 235808 Fax No.: (313) 222-3330 PAGE

NATIONSBANK OF NORTH CAROLINA, N.A. By:/s/ Yousuf Omar Its: NationsBank Plaza 901 Main Street TX 1-492-67-01 Dallas, TX 75202 Attn: Mr. Yousuf Omar Telex: 669959 Fax No.: (214) 508-0980 BERLINER HANDELS-UND FRANKFURTER BANK By: /s/ Hans-Jurgen Scholz Its: Bockenheimer Landstr. 10 60323 Frankfurt/Main Germany Attn: Mr. Hans-Jurgen Scholz Telex: 411 026 Fax No.: 4969/718-3010 BANK HAPOALIM, B.M. By: /s/ Carl Kopfringer /s/ Jonathan Kulka Its: 1515 Market Street Philadelphia, Pennsylvania 19102 Attn: Mr. Jonathan Kulka Telex: 902022 Fax No.: (215) 665-2217 PAGE

SIGNET BANK/MARYLAND By: /s/ Jennifer D. Patton Its: 18th Floor 7 St. Paul Street Baltimore, Maryland 21202 Attn: Ms. Janice E. Godwin Telex: 87638 Fax No.: (410) 625-6365 CORESTATES BANK, N.A., formerly known as and continuing to do business under the name of THE PHILADELPHIA NATIONAL BANK By:/s/ James A. Bennett Its: 1345 Chestnut Street F.C. 1-8-3-14 Philadelphia, Pennsylvania 19107 Attn: Mr. James A. Bennett Telex: 845400 Fax No.: (215) 973-7820 BANK LEUMI le-ISRAEL, B.M. By:/s/ Eric S. Zaiman Its: 564 Fifth Avenue 5th Floor New York, New York 10036 Attn: Mr. Eric Zaiman Telex: 173090 Fax No.: (212) 626-1072 PAGE

MERIDIAN BANK By: /s/ John M. Fessick Its: 1650 Market Street Suite 3600 Philadelphia, Pennsylvania 19103 Attn: Mr. John M. Fessick Telex: 173003 Fax No.: (215) 854-3774 ABN AMRO BANK N.V. NEW YORK BRANCH By: /s/ [Illegible] Its: and By: /s/ Ann Schwalbenberg Its: 500 Park Avenue Second Floor New York, New York 10022 Attn: Ms. Ann Schwalbenberg Telex: 423721 Fax No.: (212) 832-7129 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Mary L. Collier Its: 1301 Avenue of the Americas New York, New York 10019 Attn: Mr. Scott Chappelka Telex: Fax No.: (212) 459-3179 PAGE

CREDIT SUISSE By: /s/ Christopher J. Eldin Its: AND By: /s/ Andrea Shkane Its: 12 East 49th Street New York, New York 10017 Attn: Ms. Andrea Shkane Telex: 420149 Fax No.: (212) 238-5389 SHAWMUT BANK, N.A. By: /s/ Frank Benesh Its: OF-03237 One Federal Street Boston, MA 02211 Attn: Mr. Frank Benesh Telex: Fax No.: (617) 423-5214 PAGE

ACKNOWLEDGED AND AGREED BY THE PERMITTED BORROWERS: VISHAY EUROPE GmbH By: /s/ Richard N. Grubb Its: Attorney-in-fact DRALORIC ELECTRONIC GmbH By: /s/ Richard N. Grubb Its: Attorney-in-fact

FIRST AMENDMENT TO DM LOAN AGREEMENT AND ROEDERSTEIN LOAN AGREEMENT DATED AS OF JUNE 27, 1995 COMERICA BANK, AS AGENT NATIONSBANK OF NORTH CAROLINA, N.A., AS CO-AGENT BERLINER HANDELS-UND FRANKFURTER BANK, AS LEAD MANAGER PAGE

FIRST AMENDMENT THIS FIRST AMENDMENT ("First Amendment") is made as of this 27th day of June, 1995 by and among Vishay Beteiligungs GmbH, a German corporation, now known as Vishay Europe GmbH and formerly known as Draloric Electronic GmbH ("Company"), Comerica Bank, successor by merger to Manufacturers Bank, N.A., formerly known as Manufacturers National Bank of Detroit ("Comerica"), the banks signatory hereto (individually, a "Bank" and collectively, "Banks"), and Comerica Bank, as agent for the Banks (in such capacity, "Agent"). RECITALS: A. Company, Agent and the Banks entered into that certain Amended and Restated Draloric/VBG DM 40,000,000 Revolving Credit and DM 9,506,000 Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "DM Loan Agreement") under which the Banks renewed and extended (or committed to extend) credit to Company consisting of the Revolving Credit and of the Term Loan (subsequently repaid), as defined and set forth therein. B. Concurrently therewith, (1) the Banks, Agent and Company entered into that certain Amended and Restated Roederstein DM 104,315,990.20 Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Roederstein Loan Agreement") under which the Banks renewed and extended (or committed to extend) credit to Company as set forth therein; (2) Vishay Intertechnology, Inc. ("Vishay"), Agent and the Banks entered into that certain Amended and Restated Vishay Intertechnology, Inc. $302,500,000 Revolving Credit and Term Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Vishay Loan Agreement") under which the Banks renewed and extended (or committed to extend) credit to Vishay and the Permitted Borrowers, as set forth therein; and (3) the Banks, Agent and Vishay entered into that certain Vishay Intertechnology, Inc. $200,000,000 Acquisition Loan Agreement dated as of July 18, 1994 (as amended from time to time, the "Acquisition Loan Agreement") under which the Banks extended credit to Vishay, as set forth therein. C. Pursuant to the DM Loan Agreement, Company issued to the Banks the Revolving Credit Notes, the Bid Notes and the Term Notes as specified therein. D. Pursuant to the Roederstein Loan Agreement, Company issued to the Banks the Term Notes described therein. E. At the Company's request, Agent and the Banks have agreed with the Company to make certain amendments to the terms PAGE

and conditions of the DM Loan Agreement and the Roederstein Loan Agreement, but only on the terms and conditions set forth in this First Amendment. NOW, THEREFORE, Company, Agent and the Banks agree: 1. Section 1 of the DM Loan Agreement is amended as follows: (a) Section 1.12 is amended to change the reference to Schedule 1.14 in the fifth line thereof to Schedule 5.9 and to add to the end of said Section the following: "; provided, however, that upon issuance and sale by Vishay of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable percentage used to calculate fees due and payable hereunder shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 5.9A." (b) Subclause (i) of Section 1.14 (the definition of "Applicable Margin") is amended and restated in its entirety as follows: "(i) with respect to the Revolving Credit and the Term Loan, the applicable interest rate margin determined by reference to the appropriate columns in the Pricing Matrix attached to this Agreement as Schedule 5.9; provided that, upon issuance and sale by Vishay of not less than One Hundred Million Dollars ($100,000,000) of New Equity (net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable interest rate margin shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 5.9A, and " (c) Section 1.25 (the definition of "Company") is amended and restated in its entirety, as follows: "1.25 'Company' shall mean Vishay Europe GmbH, a German corporation, formerly known as Vishay Beteiligungs GmbH, and prior thereto known as Draloric Electronic GmbH." (d) Section 1.55A is added immediately following Section 1.55, as follows: PAGE

"1.55A 'New Equity' shall mean additional common stock of Vishay issued and sold by Vishay for cash on or after July 1, 1995." (e) Section 1.78 (the definition of "Revolving Credit Maturity Date") is amended to change the reference to "December 31, 1997" in the second line thereof to "December 31, 2000". 2. Section 2 of the DM Loan Agreement is amended as follows: (a) Section 2.8 is amended to replace the reference to ".0625%" (in the eighth line thereof) with the words "the Applicable Fee Percentage". (b) Section 2.10 is amended to delete the references to "1994" in the fifth and sixth lines thereof and to add to the sixth line thereof, following the word "year", the words "through (and including) the year 2002". 3. Section 5.9 of the DM Loan Agreement is amended to add to the preamble thereof, following the words "Schedule 5.9", the words "or Schedule 5.9A, as applicable,". 4. The first sentence of Section 12.16 of the DM Loan Agreement is amended and restated in its entirety as follows: "NationsBank has been designated by the Company as `Co-Agent' and BHF has been designated by the Company as `Lead Manager' under this Agreement." 5. Schedule 5.9A (Pricing Matrix A) attached to this First Amendment is added to the DM Loan Agreement immediately following Schedule 5.9; new Exhibit "F" in the form attached to this First Amendment (setting forth the applicable Percentages) shall replace existing Exhibit "F" to the DM Loan Agreement; and the existing Schedules to the DM Loan Agreement are hereby restated and replaced in their entirety by the Schedules contained in Attachment "1" hereto. 6. Section 1 of the Roederstein Loan Agreement is amended as follows: (a) Section 1.7 is amended to add to the end of said Section the following: "; provided, however, that upon issuance and sale by Vishay of not less than One Hundred Million Dollars ($100,000,000) of New Equity PAGE

(net of costs of issuance) prior to June 30, 1996 (but not otherwise), the applicable interest rate margin shall be determined by reference to the appropriate columns in Pricing Matrix A attached to this Agreement as Schedule 1.7A." (b) Section 1.12 (the definition of "Company") is amended and restated in its entirety, as follows: "1.12 'Company' shall mean Vishay Europe GmbH, a German corporation, formerly known as Vishay Beteiligungs GmbH, and prior thereto known as Draloric Electronic GmbH." (c) Section 1.30A is added immediately following Section 1.30, as follows: "1.30A 'New Equity' shall mean additional common stock of Vishay issued and sold by Vishay for cash on or after July 1, 1995." 7. Section 4.8 of the Roederstein Loan Agreement is amended to change the reference to Schedule 4.8 in the preamble thereof to Schedule 1.7 and to add to the preamble, immediately thereafter, the words ", or Schedule 1.7A, as applicable,". 8. Schedule 1.7A (Pricing Matrix A) attached to this First Amendment is added to the Roederstein Loan Agreement immediately following Schedule 1.7; new Exhibit "C" in the form attached to this First Amendment (setting forth the applicable Percentages) shall replace existing Exhibit "C" to the Roederstein Loan Agreement; and the existing Schedules to the Roederstein Loan Agreement are hereby restated and replaced in their entirety by the Schedules contained in Attachment "2" hereto. 9. Company, with respect to itself and its Subsidiaries, ratifies and confirms, as of the date hereof, each of the representations and warranties set forth in Sections 6.1, 6.3 through 6.8, inclusive, 6.10, 6.12, 6.14 and 6.15 through 6.21, inclusive, of the Vishay Loan Agreement (as amended by the First Amendment thereto), and acknowledges that such representations and warranties are and shall remain continuing representations and warranties during the entire life of the DM Loan Agreement and the Roederstein Loan Agreement. 10. Except as specifically set forth above, this First Amendment shall not be deemed to amend or alter in any respect the terms and conditions of the DM Loan Agreement, the Roederstein Loan Agreement, any of the Notes issued thereunder, or any of the other Loan Documents, or to constitute a waiver by Banks or Agent of any right or remedy under the DM Loan Agreement, the Roederstein Loan Agreement, any of the Notes issued thereunder or any of the other Loan Documents. PAGE

11. This First Amendment shall become effective on June 30, 1995, subject to the satisfaction by Company of the following conditions (which Company covenants and agrees to satisfy) on or before such date: (a) Agent shall have received counterpart originals of this First Amendment and of the amendment to the Vishay Loan Agreement and the Acquisition Loan Agreement entered into concurrently herewith (and Company shall have satisfied the conditions thereunder), duly executed and delivered and in form satisfactory to Agent and the Banks; (b) Company shall have executed and delivered to each of the Banks renewal and replacement Notes substantially in the forms of Exhibits "B" and "C-4" to the DM Loan Agreement and Exhibit "A" to the Roederstein Loan Agreement, as applicable, each of such Notes to be dated as of the effective date of this First Amendment (with appropriate insertions acceptable to the Banks in the form and substance) and, (i) in the case of the Revolving Credit, in the face amount of each Bank's respective Percentage of the Revolving Credit Maximum Amount (reflecting the aforesaid changes in the Percentages), (ii) in the case of the Bid Notes, in the full amount of the Revolving Credit Maximum Amount (reflecting the aforesaid changes in the Percentages), and (iii) in the case of the Term Notes under the Roederstein Loan Agreement, in the face amount of each Bank's Percentage thereof (reflecting the aforesaid changes in the Percentages), as the case may be. Upon receipt of the renewal and replacement Notes, as aforesaid (which Notes are to be in exchange for and not in payment of the predecessor Notes issued by Company), the Banks shall return the predecessor Notes to Agent which shall stamp such Notes "Exchanged" and deliver said Notes to the Company; (c) Agent shall have received from Company copies, certified by a duly authorized officer to be true and complete as of the date hereof, of records of all action taken by Company to authorize the execution and delivery of this First Amendment and to issue the replacement Notes hereunder; and (d) Agent shall have received a written legal opinion, addressed to Agent and each of the Banks and dated as of the date hereof, from counsel for Company in form and substance satisfactory to Agent and the Banks. 12. Unless otherwise expressly defined to the contrary herein, all capitalized terms used in this First Amendment shall have the meaning set forth in the DM Loan Agreement and the Roederstein Loan Agreement. PAGE

13. This First Amendment may be executed in counterpart, in accordance with Section 13.10 of the DM Loan Agreement and Section 12.10 of the Roederstein Loan Agreement. IN WITNESS WHEREOF, Company, the Banks and Agent have each caused this First Amendment to be executed by their respective duly authorized officers or agents, as applicable, all as of the date first set forth above. COMPANY: AGENT: VISHAY EUROPE GmbH COMERICA BANK, as Agent By: /s/ Richard N. Grubb By: /s/ John M. Costa Its: Attorney-in-fact Its: Vice President c/o Vishay intertechnology, Inc. One Detroit Center 63 Lincoln Highway 500 Woodward Avenue Malvern, Pennsylvania 19355 Detroit, Michigan 48226 Attention: Mr. Richard N. Grubb Attention: National Division PAGE

BANKS: COMERICA BANK By: /s/ John M. Costa Its: One Detroit Center 500 Woodward Avenue Detroit, Michigan 48226 Attention: National Division Telex: 235808 Fax No.: (313) 222-3330 NATIONSBANK OF NORTH CAROLINA, N.A. By: /s/ Yousuf Omar Its: NationsBank Plaza 901 Main Street TX 1-492-67-01 Dallas, TX 75202 Attn: Mr. Yousuf Omar Telex: 669959 Fax No.: (214) 508-0980 BERLINER HANDELS-UND FRANKFURTER BANK By: /s/Hans-Jurgen Scholz Its: Bockenheimer Landstr. 10 60323 Frankfurt/Main Germany Attn: Mr. Hans-Jurgen Scholz Telex: 411 026 Fax No.: 4969/718-3010 PAGE

BANK HAPOALIM, B.M. By: /s/ Carl Hopfringer /s/ Jonathan Kulka Its: 1515 Market Street Philadelphia, Pennsylvania 19102 Attn: Mr. Jonathan Kulka Telex: 902022 Fax No.: (215) 665-2217 SIGNET BANK/MARYLAND By: /s/ Jennifer D. Patton Its: 7 St. Paul Street 18th Floor Baltimore, Maryland 21202 Attn: Ms. Janice E. Godwin Telex: 87638 Fax No.: (410) 625-6365 CORESTATES BANK, N.A., formerly known as and continuing to do business under the name of THE PHILADELPHIA NATIONAL BANK By: /s/ James A. Bennett Its: 1345 Chestnut Street F.C. 1-8-3-14 Philadelphia, Pennsylvania 19107 Attn: Mr. James A. Bennett Telex: 845400 Fax No.: (215) 973-7820 PAGE

BANK LEUMI le-ISRAEL, B.M. By: /s/ Eric S. Zaiman Its: 564 Fifth Avenue 5th Floor New York, New York 10036 Attn: Mr. Eric Zaiman Telex: 173090 Fax No.: (212) 626-1072 MERIDIAN BANK By: /s/ John M. Fessick Its: 1650 Market Street Suite 3600 Philadelphia, Pennsylvania 19103 Attn: Mr. John M. Fessick Telex: 173003 Fax No.: (215) 854-3774 ABN AMRO BANK N.V. NEW YORK BRANCH By: /s/ Ann Schwalbenberg Its: and By: /s/ [Illegible] Its: 500 Park Avenue Second Floor New York, New York 10022 Attn: Ms. Ann Schwalbenberg Telex: 423721 Fax No.: (212) 832-7129 PAGE

CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Mary L. Collier Its: 1301 Avenue of the Americas New York, New York 10019 Attn: Scott Chappelka Telex: Fax No.: (212) 459-3179 SHAWMUT BANK, N.A. By: /s/ Frank Benesh Its: One Federal Street OF-03237 Boston, Massachusetts 02211 Attn: Mr. Frank Benesh Telex: Fax No.: (617) 423-5214 CREDIT SUISSE By:/s/ Christopher J. Eldin Its: AND By: /s/ Andrea Shkane Its: 12 East 49th Street New York, New York 10017 Attn: Ms. Andrea Shkane Telex: 420149 Fax No.: (212) 238-5389

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VISHAY INTERTECHNOLOGY, INC.'S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1995 JUN-30-1995 28,514 0 215,686 7,038 335,814 645,237 830,148 230,655 1,494,240 258,818 0 4,549 0 0 638,507 1,494,240 625,745 625,745 462,954 462,954 85,154 0 16,892 60,745 13,987 46,758 0 0 0 46,758 .89 .89