**EXHIBIT10.1**

**FIRST AMENDMENT TO**

**MASTER PURCHASE AGREEMENT AND STOCK PURCHASEAGREEMENTS**

Reference is made to the Master Purchase Agreementdated as of November 8, 2006 (the “Master Purchase Agreement”) by andbetween Vishay Intertechnology, Inc., as Purchaser, and International RectifierCorporation, as Seller, and to each of the Stock Purchase Agreements (asdefined in the Master Purchase Agreement) entered into as of even date and inconnection therewith.  Terms used but notdefined in this First Amendment to Master Purchase Agreement and Stock PurchaseAgreements (this “First Amendment”) shall have the meanings ascribed tothem in the Master Purchase Agreement

**RECITALS**

**WHEREAS**, Seller andPurchaser are parties to the Master Purchase Agreement related to the sale ofthe PCS Business;

**WHEREAS**, Seller (andIR China Holdings with respect to the China Purchase Agreement) and Purchaserare parties to the Stock Purchase Agreements related to the sale of the PCSBusiness; and

**WHEREAS**, Seller (andIR China Holdings with respect to the China Purchase Agreement) and Purchaserwish to amend certain provisions of the Master Purchase Agreement and the StockPurchase Agreements in relation to the contemplated Closing Date as set forthmore particularly in this First Amendment.

**AGREEMENT**

**NOW, THEREFORE**, the Parties agree to amend the MasterPurchase Agreement and the Stock Purchase Agreements as set forth herein:

1.             MasterPurchase Agreement.  In accordancewith Section 13.5 of the Master Purchase Agreement, the Master PurchaseAgreement is hereby amended as follows:

(a)           Thereferences in Section 11.1 to “February 26, 2007” are hereby amended bydeleting the date “February 26, 2007” and by substituting therefor the date “April1, 2007”.

(b)           Thereference to “February 26, 2007” in the definition of “Closing Date” in ExhibitA is hereby amended by deleting the date “February 26, 2007” and bysubstituting therefor the date “April 1, 2007”.

(c)           Exceptas expressly provided herein, the Master Purchase Agreement shall remain unmodifiedand in full force and effect.

2.             StockPurchase Agreements.  In accordancewith Section 10.4 of each Stock Purchase Agreement, each Stock PurchaseAgreement is hereby amended as follows:

(a)           Thereference to “February 26, 2007” in the definition of “Closing Date” in ExhibitA is hereby amended by deleting the date “February 26, 2007” and bysubstituting therefor the date “April 1, 2007”.

(b)           Exceptas expressly provided herein, the Stock Purchase Agreements shall remainunmodified and in full force and effect.

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3.             ThisFirst Amendment may be executed in one or more counterparts.

IN WITNESS WHEREOF, this First Amendment has beenduly executed and delivered by a duly authorized officer or representative ofeach Party as of this 23rd day of January, 2007.
| **VISHAY INTERTECHNOLOGY, INC.** |
|----------------------------------|
| ** **                       |
| ** **                       |
| By:                              |   |   |
| Name:                            |
| Title:                           |

 
| **INTERNATIONAL RECTIFIER CORPORATION** |
|-----------------------------------------|
| ** **                              |
| ** **                              |
| By:                                     |   |   |
| Name: Alex Lidow                        |
| Title: Chief Executive Officer          |

 
| **IR INTERNATIONAL HOLDINGS CHINA, INC. (solely for  purposes of the China Purchase** |
|---------------------------------------------------------------------------------------|
| **Agreement)**                                                                        |
| ** **                                                                            |
| ** **                                                                            |
| By:                                                                                   |   |   |
| Name: Michael P. McGee                                                                |
| Title: Director                                                                       |

 

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