Exhibit 10.2 

PLEDGE AND SECURITY AGREEMENT


     PLEDGE
AND SECURITY AGREEMENT, dated as of September 15, 2008 (as amended, supplemented
or modified from time to time, this “Agreement”), made by KEMET Electronics
Corporation (the “Grantor”) in favor of Vishay Intertechnology, Inc. (“Secured Party”).


RECITALS 

     Pursuant to the Loan Agreement dated
as of the date hereof (as amended, supplemented or modified from time to time,
the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings
given such terms in the Loan Agreement) by and among Kemet Electronics
Corporation, as Borrower, and Secured Party, Secured Party has agreed to make a
Loan to Borrower. In order to induce Secured Party to make the Loan, Grantor has
agreed to grant a continuing Lien on the Collateral to secure the Obligations
(as hereinafter defined). Accordingly, Grantor hereby agrees as follows:


     1. Security Interest. 

     (a) Collateral. For purposes of this
Agreement, all of the following property now owned or at any time hereafter
acquired by Grantor or in which Grantor now has or at any time in the future may
acquire any right, title or interest is collectively referred to as
“Collateral”: (i) US Pledged Accounts, (ii) all books and records relating to the US
Pledged Accounts, (ii) all Supporting Obligations (as defined in the UCC)
relating to the US Pledged Accounts, (iii) the Collateral Account and all
deposits therein, and (vi) to the extent not otherwise included, all Proceeds
(as defined in the UCC). 

     (b) Grant of Security. As security for the
Obligations (as hereinafter defined), Grantor hereby delivers, assigns, pledges,
sets over and grants to Secured Party a first priority security interest in, all
of its right, title and interest, whether now existing or hereafter arising or
acquired, in and to the Collateral, together with all substitutions and
replacements thereof and any products and proceeds thereof. 

     (c) Security for Obligations. This
Agreement secures the payment of all now existing or hereafter arising
obligations of Grantor to Secured Party, whether primary or secondary, direct or
indirect, absolute or contingent, joint or several, secured or unsecured, due or
not, liquidated or unliquidated, arising by operation of law or otherwise under
the Loan Agreement or any other Credit Document but only to the extent required
under the Loan Agreement or any other Credit Document, whether for principal,
interest, fees, expenses or otherwise, together with all costs of collection or
enforcement, including, without limitation, reasonable attorneys’ fees incurred
in any collection efforts or in any action or proceeding (all such obligations
being the “Obligations”). 

     (d) Grantor Remains Liable. This Agreement
shall not affect Grantor’s liability to perform all of its duties and
obligations under the transactions giving rise to the Obligations. The exercise
by Secured Party of any of the rights hereunder shall not release Grantor from
any of its duties or obligations under the transactions giving rise to the
Obligations, which shall remain unchanged as if this Agreement had not been
executed. Secured Party shall not have any obligation or liability under the
transactions giving rise to the Obligations by reason of this Agreement, nor
shall Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder. 

     (e) Continuing Agreement. This Agreement
shall create a continuing security interest in the Collateral and shall remain
in full force and effect until payment in full of the Obligations (other than
unasserted contingent indemnification obligations, including those in Section
2.6 of the Loan Agreement).




     2. Representations and
Warranties. To induce Secured Party to enter
into the Loan Agreement, Grantor represents and
warrants each of the following to Secured Party.

     (a) Title; Liens and Encumbrances. Grantor
is (or to the extent that this Agreement states that the Collateral is to be
acquired after the date hereof, will be) the record and beneficial owner of,
having (or to the extent that this Agreement states that the Collateral is to be
acquired after the date hereof, will have) good and marketable title to, the
Collateral pledged by it hereunder, free of any and all Liens or options in
favor of, or claims of, any other person, except the Liens created by this
Agreement and Grantor will promptly notify Secured Party of any such other Lien
or claim made or asserted against the Collateral and will defend the Collateral
against any such Lien or other claim. 

     (b) State of Organization; Legal
Name.

     (i) Grantor’s state of incorporation or organization, chief
executive office is set forth on Schedule
I. Grantor shall promptly notify Secured
Party of any change in the foregoing representations.

     (ii) Grantor’s exact legal name is as set
forth on Schedule I.

     (iii) Grantor currently uses, and during the last five years has
used, no other names including business or trade names, except as set forth on
Schedule I.
Grantor shall not change such name without providing Secured Party 5 Business
Days’ prior written notice.

     (iv) Grantor’s organizational identification number is as set forth
on Schedule I. Grantor shall not change such
organizational identification number without providing Secured Party 5 Business
Days’ prior written notice.

     (c) Perfection of Security
Interest.

     (i) The grant of the security interest in the Collateral, combined
with the filing of financing statements, the execution of the Control Agreement,
and/or possession of the Collateral, each as appropriate, is effective to vest
in Secured Party a valid and perfected first priority security interest,
superior to the rights of any person in and to the Collateral as set forth
herein.

     (ii) Grantor authorizes Secured Party to file all such financing
statements and amendments thereto pursuant to the UCC or other notices
appropriate under applicable law, as Secured Party may require, each in form
satisfactory to Secured Party. Such financing statements and amendments may
contain a description of the Collateral as set forth herein or in any generic
manner.

     (iii) Upon delivery by Secured Party of an invoice therefor, Grantor
shall pay fifty percent (50%) of all filing or recording costs with respect
thereto in all public offices where filing or recording is deemed by Secured
Party to be reasonably necessary.

     (iv) Grantor authorizes Secured Party to take all other action
which Secured Party may deem reasonably necessary to perfect or otherwise
protect the Liens created hereunder and to obtain the benefits of this
Agreement. 




     3. Covenants. Grantor covenants and
agrees with Secured Party that, from and after the date of this Agreement until
the Obligations (other than unasserted contingent indemnification obligations,
including those under Section 2.6 of the Loan Agreement) shall have been paid in
full:

     (a) Instruments and Chattel Paper. No
amount payable under or in connection with any Collateral shall be or become
evidenced by any Instrument or Chattel Paper.

     (b) Maintenance of Perfected Security
Interest.

     (i) Grantor shall (A) maintain the security interest created by
this Agreement as a perfected security interest having at least the priority
described in Section 2(c) and (B) defend such security interest against the
claims and demands of all Persons.

     (ii) At any time and from time to time, upon the written request of
Secured Party, Grantor shall promptly and duly execute and deliver, and have
recorded, such further instruments and documents (subject to Section 5.10 of the
Loan Agreement) and take such further action as Secured Party may reasonably
request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including the filing of
any financing or continuation statement required under the UCC (or other similar
laws).

     (c) Change of Name or Location. Except
upon 5 Business Days’ prior written notice to Secured Party and delivery to
Secured Party of all additional financing statements and other documents
necessary for Secured Party to maintain the validity, perfection and priority of
the security interests provided for herein, Grantor shall not (i) change its
jurisdiction of organization or the location of its chief executive, in each
case from that referred to in Section 2(c) and (ii) change its name, identity or
corporate structure to such an extent that any financing statement filed in
connection with this Agreement would become misleading. 

     (d) Collateral Account. On or prior to the
Closing Date, and at all times thereafter, Borrower shall direct each of its
Account Debtors with respect to each US Pledged Account to make any and all
payments on such US Pledged Account directly to the Collateral
Account.

     4. Events of Default. The occurrence of
any one or more Events of Default under the Loan Agreement shall constitute an
event of default (“Event of
Default”) under this Agreement. 

     5. Rights and Remedies. 

     (a) Upon the occurrence and during the
continuance of an Event of Default: (i) Secured
Party may exercise exclusive control over the Collateral; (ii) Secured Party
shall have the right, with or without (to the extent permitted by applicable
law) notice to Grantor, as to any or all of the Collateral, by any available
judicial procedure or without judicial process, to take possession of the
Collateral and without liability for trespass to enter any premises where the
Collateral may be located for the purpose of taking possession of or removing
the Collateral, and generally to exercise any and all rights afforded to a
secured party under the UCC or other applicable law; (iii) Secured Party shall
have the right to sell, lease, or otherwise dispose of all or any part of the
Collateral, whether in its then condition or after further preparation or
processing, either at public or private sale or at any broker’s board, in lots
or in bulk, for cash or for credit, with or without warranties or
representations, and upon such terms and conditions, all as Secured Party in its
sole discretion may deem advisable; (iv) at Secured Party’s request, Grantor
shall assemble the Collateral and make it available to Secured Party at places
which Secured Party shall select, whether at Grantor’s premises or elsewhere,
and make available to Secured Party, without rent, all of Grantor’s premises and
facilities for the purpose of Secured Party’s 




taking possession of, removing or
putting the Collateral in saleable or disposable form; (v) Secured Party shall
have the right to receive any and all cash interest, dividends, distributions,
payments or other proceeds paid in respect of the Collateral and made
application thereof to the Obligations in such order as Secured Party may
determine; and (vi) any or all of the Collateral may be registered in the name
of Secured Party or its nominee and they may thereafter exercise (x) all voting,
corporate and other rights pertaining to such Collateral and (y) any and all
rights of conversion, exchange and subscription and any other rights, privileges
or options pertaining to such Collateral as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all securities or securities entitlements upon any merger,
consolidation, reorganization, recapitalization or other fundamental change, or
upon the exercise of Grantor or Secured Party of any right, privilege or option
pertaining to such securities or securities entitlements, and in connection
therewith, the right to deposit and deliver any and all of the securities or
securities entitlements with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as Secured
Party may determine), all without liability except to account for property
actually received by it, but Secured Party shall have no duty to Grantor to
exercise any such right, privilege or option and shall not be responsible for
any failure to do so or delay in so doing.

     (b) Any such sale, lease or other disposition of Collateral may be made
without demand for performance or any notice of advertisement whatsoever except
that where an applicable statute requires reasonable notice of sale or other
disposition, Grantor agrees that the sending of five days notice by ordinary
mail, postage prepaid, to Grantor of the place and time of any public sale or of
the time at which any private sale or other intended disposition is to be made,
shall be deemed reasonable notice thereof. Notwithstanding the foregoing, if any
of the Collateral may be materially diminished in value during such five-day
period, Secured Party shall provide Grantor with such shorter notice as it deems
reasonable under the circumstances. 

     (c) The proceeds of any such sale, lease or other disposition of the
Collateral shall be applied first to the expenses of retaking, holding, storing,
processing and preparing for sale, selling, and the like, and to the reasonable
attorneys’ fees and legal expenses incurred by Secured Party, and then to
satisfaction of the Obligations (in any order as Secured Party may decide in its
sole discretion), and to the payment of any other amounts required by applicable
law. If, upon the sale, lease or other disposition of the Collateral, the
proceeds thereof are insufficient to pay all amounts to which Secured Party is
legally entitled, Borrower will be liable for the deficiency, together with
interest thereon, at the rate prescribed in the agreements giving rise to the
Obligations, and the reasonable fees of any attorneys employed by Secured Party
to collect such deficiency. To the extent permitted by applicable law, Grantor
waives all claims, damages and demands against Secured Party arising out of the
repossession, removal, retention or sale of the Collateral. 

     (d) Upon request of Secured Party, at any time after the occurrence of an
Event of Default, Grantor shall notify obligors on the US Pledged Accounts that
the US Pledged Accounts have been assigned to Secured Party and that payments in
respect thereof shall be made directly to Secured Party. 

     (e) Notwithstanding anything herein to the contrary, Grantor shall remain
liable under each of the US Pledged Accounts to observe and perform all
conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise thereto. Secured Party
shall not have any obligation or any liability under any US Pledged Account (or
any agreement giving rise thereto) by reason of or arising out of this Agreement
or the receipt by Secured Party of any payment relating thereto, nor shall
Secured Party be obligated in any manner to perform any of the obligations of
Grantor under or pursuant to any US Pledged Account (or any agreement giving
rise thereto), to make any payment, to make any inquiry as to the nature or
sufficiency of the payment 




received by it or as to the sufficiency of any
party thereunder, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.

     (f) Secured Party hereby authorizes Grantor to collect the US Pledged
Accounts, subject to Secured Party’s direction and control after the occurrence
of an Event of Default, and Secured Party may curtail or terminate said
authority at any time at any time after the occurrence of an Event of Default.
Any payments on US Pledged Accounts when collected by Grantor after the
occurrence and during the continuance of an Event of Default, (i) shall be
forewith (and in any event no later than 2 Business Days) deposited by Grantor in
the exact form received, duly endorsed by Grantor to Secured Party if required,
in an account maintained under the sole dominion and control of Secured Party
and (ii) until so turned over, shall be held by Grantor in trust for Secured
Party, segregated from other funds of Grantor. Each such deposit of Proceeds of
US Pledged Accounts shall be accompanied by a report indentifying in reasonable
detail the nature and source of the payments included in the deposit.


     (g) The parties hereto agree that, upon the occurrence and during the
continuance of an Event of Default, Secured Party shall appoint a third party
administrator (the “Administrator”) that will take any
remedial or enforcement action available to Secured Party pursuant to this
Agreement or under applicable law on Secured Party’s behalf and at Secured
Party’s sole direction. For the avoidance of doubt, the parties hereto agree
that (i) AlixPartners or a similar entity shall be deemed to be acceptable to
each party to act as Administrator, (ii) Borrower shall not be required to
deliver any information to Lender to the extent that Borrower reasonably
believes that disclosure of such information to Lender is not consistent with,
or is likely to violate, applicable competition laws and (iii) Borrower shall be
required to deliver such information to the Administrator to the extent such
information is reasonably necessary in connection with any remedial or
enforcement action taken on behalf of or at the direction of Secured Party by
Administrator; provided that Administrator shall not share such information with
Lender. 

     6. Power of Attorney. Subject to Section
5(g), Grantor authorizes Secured Party and does hereby make, constitute and
appoint Secured Party and any officer or agent of Secured Party, with full power
of substitution, as Grantor’s true and lawful attorney-in-fact, with power, in
its own name or in the name of Grantor: (i) to endorse any notes, checks,
drafts, money orders, or other instruments of payment (including payments
payable under or in respect of any policy of insurance) in respect of the
Collateral that may come into possession of Secured Party; (ii) to pay or
discharge any taxes, liens, security interest or other encumbrances at any time
levied or placed on or threatened against the Collateral; (iii) to demand,
collect, issue receipt for, compromise, settle and sue for monies due in respect
of the Collateral; (iv) to receive, open and dispose of all mail addressed to
Grantor and to notify the post office authorities to change the address for
delivery of mail addressed to Grantor to such address as Secured Party may
designate; (v) to exercise all membership rights, powers and privileges in
connection with the Collateral to the same extent as Grantor is entitled to
exercise such rights, powers and privileges; and (vi) generally to do all acts
and things which Secured Party deems necessary to protect, preserve and realize
upon the Collateral and Secured Party’s security interest therein. Grantor
hereby approves and ratifies all acts of said attorney or designee, who shall
not be liable for any acts of commission or omission, nor for any error or
judgment or mistake of fact or law except for its own gross negligence or
willful misconduct. This power of attorney shall be irrevocable for the term of
this Agreement and thereafter as long as any of the Obligations shall be
outstanding. Secured Party may exercise this power of attorney only after the
occurrence and during the continuance of an Event of Default. 

     7. Notices. Notices shall be given in the
manner, to the addresses and with the effect provided in Section 7.1 of the Loan
Agreement. 




     8. No Waiver; Rights
Cumulative. 

     (a) No
course of dealing between Grantor and Secured Party, or Secured Party’s failure
to exercise or delay in exercising any right, power or privilege hereunder shall
operate as a waiver thereof. Any single or partial exercise of any right, power
or privilege hereunder shall not preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. 

     (b) All of Secured Party’s rights and remedies with respect to the
Collateral, whether established hereby or by any other agreements, instruments
or documents or by law, shall be cumulative and may be exercised singly or
concurrently. 

     9. Limitation on Secured Party’s Duty in Respect of
Collateral. Secured Party shall not have any
duty as to any Collateral in its possession or control or in the possession or
control of any agent or nominee of it or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto, except that Secured Party shall use reasonable care with respect to the
Collateral in its possession or under its control.

     10. Amendments, Etc. No amendment or
waiver of any provision of this Agreement nor consent to any departure by
Secured Party therefrom shall in any event be effective unless the same shall be
in writing, approved by Secured Party and signed by Secured Party, and then any
such waiver or consent shall only be effective in the specific instance and for
the specific purpose for which given. 

     11. Successors and Assigns. This Agreement
and all obligations of Grantor and Secured Party hereunder shall be binding upon
the permitted successors and assigns of Grantor and Secured Party, as
applicable, and shall, together with the rights and remedies of Secured Party
hereunder, inure to the benefit of Secured Party, Grantor and each of their
respective successors and assigns. 

     12. No Partnership. The relationship
between Secured Party and Grantor shall be only of creditor-debtor and no
relationship of agency, partner or joint- or co-venturer shall be created by or
inferred from this Agreement or the other Credit Documents. Grantor shall
indemnify, defend, and save Secured Party harmless from any and all claims
asserted against Secured Party as being the agent, partner, or joint-venturer of
Grantor. 

     13. Entire Agreement. This Agreement
embodies the entire agreement and understanding between Grantor and Secured
Party with respect to its subject matter and supersedes all prior conflicting or
inconsistent agreements, consents and understandings relating to such subject
matter. Grantor acknowledges and agrees that there is no oral agreement between
Grantor and Secured Party which has not been incorporated in this Agreement.


     14. Counterparts. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or electronic
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement. 

     15. Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without effecting the validity, legality and
enforceability of the remaining provisions thereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction. 





     16. Governing Law; Jurisdiction; Consent
to Service of Process.

     (a) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, except to the extent the UCC provides for the
application of the law of another state.

     (b) GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR
STATE COURT IN THE STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT
AGAINST IT AND RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE IN NEW
YORK COUNTY OR OTHER COUNTY PERMITTED BY LAW. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, GRANTOR HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION,
AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT
IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT,
ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE
SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS AGREEMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED IN OR BY
SUCH COURTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR AGREES NOT TO
SEEK AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT
BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO
GRANT AN ENFORCEMENT OF SUCH JUDGMENT. EXCEPT AS PROHIBITED BY LAW, GRANTOR
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. 

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 7.1 of the Loan Agreement. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law. 

     17. Headings. Section headings used herein
are for convenience of reference only, are not part of this Agreement and shall
not affect the construction of, or be taken into consideration in interpreting,
this Agreement. 

     18. Reinstatement. Grantor further agrees
that, if any payment made by Grantor or other Person and applied to the
Obligations is at any time annulled, avoided, set aside, rescinded, invalidated,
declared to be fraudulent or preferential or otherwise required to be refunded
or repaid, or the proceeds of Collateral are required to be returned by Secured
Party to Grantor, its estate, trustee, receiver or any other party, under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, any Lien or other Collateral securing
such liability shall be and remain in full force and effect, as fully as if such
payment had never been made or, if prior thereto the Lien granted hereby or
other Collateral securing such liability hereunder shall have been released or
terminated by virtue of such cancellation or surrender), such Lien or other
Collateral shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect any Lien or other Collateral securing the obligations of
Grantor in respect of the amount of such payment. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 




     IN
WITNESS WHEREOF, the undersigned party has executed this Agreement to be
effective for all purposes as of the date above first written. 


	KEMET
      ELECTRONICS CORPORATION 
		 
		 
	By  	/s/ Per-Olof
      Loof  
	 	Name: Per-Olof
      Loof  
	 	Title:   CEO 








Schedule 1

	Grantor’s
      State of Incorporation  	Delaware  
		 
	Grantor’s
      Exact Legal Name  	KEMET
      Electronics Corporation  
		 
	Trade or
      Other Names Used by Grantor  	  
	During the
      Last Five Years  	None  
		 
	Grantor’s
      Organizational ID  	2121179